-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJAJzGbRnsQn8VdX96RyijHK6ghoWZ9efMdQ/6xeKgmQxQw5I7B7Q+MV2CxuEdiP wyF37nnfpvvc4/K/n3KZMw== 0000950136-99-001282.txt : 19991018 0000950136-99-001282.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950136-99-001282 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19991006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITEL PCS INC CENTRAL INDEX KEY: 0001088384 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 640896438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-82509 FILM NUMBER: 99723781 BUSINESS ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 BUSINESS PHONE: 6039292606 MAIL ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITEL INC CENTRAL INDEX KEY: 0001088383 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640896417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-82509-01 FILM NUMBER: 99723782 BUSINESS ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 BUSINESS PHONE: 6039292606 MAIL ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001088385 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640896042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-82509-02 FILM NUMBER: 99723783 BUSINESS ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 BUSINESS PHONE: 6039292606 MAIL ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRITEL FINANCE INC CENTRAL INDEX KEY: 0001088386 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640896439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-82509-03 FILM NUMBER: 99723784 BUSINESS ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 BUSINESS PHONE: 6039292606 MAIL ADDRESS: STREET 1: 1080 RIVER OAKS DRIVE STREET 2: SUITE B 100 CITY: JACKSON STATE: MS ZIP: 39208 S-4/A 1 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1999 REGISTRATION NO. 333-82509 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------
TRITEL PCS, INC. DELAWARE 4812 64-0896438 TRITEL, INC. DELAWARE 4812 64-0896417 TRITEL COMMUNICATIONS, INC. DELAWARE 4812 64-0896042 TRITEL FINANCE, INC. DELAWARE 4812 64-0896439 (Exact Name of Registrant (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer as Specified in its Charter) Incorporation or Organization) Classification Code Number) Identification No.)
--------------- 111 E. CAPITOL STREET, SUITE 500, JACKSON, MISSISSIPPI 39201 ATTENTION: CORPORATE SECRETARY (601) 914-8000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------- JAMES H. NEELD, IV, ESQ. TRITEL PCS, INC. 111 E. CAPITOL STREET, SUITE 500 JACKSON, MISSISSIPPI 39201 (601) 914-8000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) --------------- COPIES OF COMMUNICATIONS TO: MICHAEL A. KING, ESQ. BROWN & WOOD LLP ONE WORLD TRADE CENTER NEW YORK, NEW YORK 10048 (212) 839-5300 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] --------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
AMOUNT PROPOSED PROPOSED AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PRICE PER UNIT OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------------- 12.75% Senior Subordinated Discount Notes due 2009 $372,000,000 53.828% $200,239,971(2) $55,667(3) - ------------------------------------------------------------------------------------------------------------------------- Guarantees of 12.75% Senior Subordinated Discount Notes due 2009 -- -- -- (4) - -------------------------------------------------------------------------------------------------------------------------
(1) The "Amount to be registered" with respect to the 12.75% Senior Subordinated Discount Notes due 2009 represents the aggregate principal amount at maturity of such notes. (2) Represents gross proceeds from the initial private offering of the 12.75% Senior Subordinated Discount Notes due 2009 by Tritel PCS, Inc. The net proceeds from the private offering were approximately $191 million after deducting the Initial Purchasers' discounts and estimated transaction fees payable by Tritel PCS, Inc. (3) Previously paid. (4) Pursuant to Rule 457(n), no separate registration fee is payable with respect to the guarantees. --------------- The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED OCTOBER 6, 1999 PROSPECTUS [GRAPHIC OMITTED] TRITEL PCS, INC. Offer to Exchange its 12 3/4% Senior Subordinated Discount Notes Due 2009 which have been registered under the Securities Act of 1933 for any and all of its Outstanding 12 3/4% Senior Subordinated Discount Notes Due 2009 TERMS OF THE EXCHANGE OFFER o The exchange offer expires at 5:00 p.m., New York City time, on , 1999, unless we extend it. o All outstanding notes that are validly tendered and not withdrawn will be exchanged. o Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer. The notes are eligible for trading in The Portal Market, a subsidiary of the Nasdaq Market, Inc. YOUR TENDERING OF OUTSTANDING NOTES FOR NEW NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF MATTERS THAT PARTICIPANTS IN THE EXCHANGE OFFER SHOULD CONSIDER. --------------------- We are not making an offer to exchange notes in any jurisdiction where the offer is not permitted. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus and the related letter of transmittal contain important information. We urge you to read this prospectus and the related letter of transmittal carefully before deciding whether to tender outstanding notes pursuant to the exchange offer. THE DATE OF THIS PROSPECTUS IS , 1999. [INSIDE FRONT COVER] [MAP OF TRITEL PCS'S, TRITON'S, TELECORP'S AND AT&T'S AND OTHER ROAMING PARTNER'S NETWORKS] TABLE OF CONTENTS PAGE ---- Prospectus Summary ............................ 1 Risk Factors .................................. 9 Information Regarding Forward-Looking Statements ................................. 19 Where You Can Find More Information ........... 19 Use of Proceeds ............................... 20 Capitalization ................................ 21 Selected Consolidated Financial Data .......... 22 Management's Discussion and Analysis .......... 24 Organization of Tritel, Inc. and Tritel PCS 33 Business ...................................... 34 Government Regulation ......................... 54 Joint Venture Agreements with AT&T Wireless ................................... 67 Management .................................... 76 Certain Relationships and Related Transactions ............................... 83 Principal Stockholders ........................ 87 Description of Certain Indebtedness ........... 89 The Exchange Offer ............................ 92 Description of the Notes ...................... 103 Description of Capital Stock .................. 140 Certain Federal Income Tax Considerations ............................. 144 Plan of Distribution .......................... 149 Legal Matters ................................. 149 Experts ....................................... 149 Index to Financial Statements ................. F-1 --------------------- - ---------- * The map on the opposite page is not intended to be an exact representation of each provider's wireless service area. i PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully. Market data used throughout this prospectus is based on our good faith estimates. Our estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. Although we believe that these sources are reliable, the accuracy and completeness of this information is not guaranteed and has not been independently verified. TRITEL PCS We are a development stage enterprise formed to develop wireless personal communications services, called PCS, telecommunications markets in the south-central United States. Our PCS licenses cover a population, called Pops, of approximately 14.0 million people in contiguous markets in the states of Alabama, Georgia, Kentucky, Mississippi and Tennessee. As a member of the AT&T Wireless Network, we are the exclusive provider to AT&T Wireless of mobile wireless PCS services in virtually all of our markets. Our agreements with AT&T Wireless and certain affiliates allow us to use the AT&T brand name and logo together with the SunCom name, our regional brand name. We have commenced commercial PCS service in the Jackson, Mississippi market. We intend to commence commercial PCS service during 1999 and 2000 in our major population and business centers as follows and to provide coverage to approximately 80% of our Pops by the end of 2001. EXPECTED MARKET LAUNCH DATE 1998 POPS ------ ----------- --------- Nashville, TN 4th Quarter 1999 1,675,700 Louisville, KY 4th Quarter 1999 1,448,400 Birmingham, AL 2nd Quarter 2000 1,297,800 Knoxville, TN 4th Quarter 1999 1,074,000 Lexington, KY 4th Quarter 1999 893,400 Jackson, MS Launched September 1999 657,800 Mobile, AL 2nd Quarter 2000 653,900 We have also entered into an agreement with two other AT&T Wireless affiliates, Triton PCS, Inc. and TeleCorp PCS, Inc., to operate with those affiliates under a common regional brand name, SunCom, throughout an area covering approximately 43 million Pops primarily in the south-central and southeastern United States. BUSINESS STRATEGY We expect to take advantage of our affiliation with AT&T Wireless, the SunCom brand alliance and our management's local market expertise in offering our PCS services. In particular, we plan to pursue the following business strategies: Leverage the Benefits of Our AT&T Wireless Affiliation. We will aggressively market our affiliation with AT&T Wireless and the AT&T Wireless Network to distinguish ourselves from other wireless service providers in our markets. Distribute through Company Stores. Our distribution strategy will focus principally on direct distribution through company-owned retail stores. We also plan to employ a direct sales force to target small to medium-sized businesses. Enhance Brand Awareness through the SunCom Brand Alliance. We intend to promote the SunCom brand through joint marketing efforts with our SunCom affiliates. 1 Emphasize Advantages of PCS Technology. We will seek to distinguish our PCS services from those of our analog cellular competitors by emphasizing our features and benefits. Capitalize on Management Expertise and Local Market Presence. We intend to leverage our management's experience in order to create strong ties with subscribers and their communities. FINANCING PLAN AND USE OF PROCEEDS We estimate that our projected capital requirements from inception through year-end 2001, when our network is expected to be substantially complete and we expect to generate positive cash flow, will be approximately $1.0 billion. The following table highlights our projected sources and uses of capital from inception through December 31, 2001:
AMOUNT (DOLLARS IN MILLIONS) --------------------- SOURCES: Bank facility ............................................. $ 462.3 Senior subordinated discount notes ........................ 200.2 Government financing ...................................... 47.5 Cash equity ............................................... 163.4 Non-cash equity ........................................... 157.9 --------- Total sources ............................................ $ 1,031.3 ========= USES: Acquisition of PCS licenses and intangible assets ......... $ 192.9 Capital expenditures ...................................... 529.9 Cash interest and fees .................................... 134.4 Working capital ........................................... 174.1 --------- Total uses ............................................... $ 1,031.3 =========
2 TRITEL CORPORATE STRUCTURE TRITEL, INC. Holding Company Issuer of Equity and Guarantor of Senior Bank Debt and High Yield Debt | | | TRITEL PCS, INC. Holding Company Issuer of Senior Bank Debt and High Yield Debt | | | TRITEL A/B HOLDING COPR. Holding Company Guarantor of Senior Bank Debt | Five License Subsidiaries Hold FCC A- and B- Block Licenses | Guarantors of Senior Bank Debt TRITEL C/F HOLDING CORP. Holding Company Guarantor of Senior Bank Debt | Four License Subsidiaries Hold FCC C- and F- Block Licenses | Issuers of FCC Debt and Guarantors of Senior Bank Debt TRITEL COMMUNICATIONS, INC. Operating Company Guarantor of Senior Bank Debt and High Yield Debt TRITEL FINANCE, INC. Equipment Leasing and Financing Guarantor of Senior Bank Debt and High Yield Debt We are a Delaware corporation. Our principal executive offices are located at 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201, and our telephone number is (601) 914-8000. 3 SUMMARY OF THE EXCHANGE OFFER Registration Rights Agreement................... You have the right to exchange your notes for registered notes with substantially identical terms. This exchange offer is intended to satisfy these rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your notes. The Exchange Offer.......... We are offering to exchange $1,000 principal amount of Tritel PCS's 123/4% Senior Subordinated Discount Notes due 2009 which have been registered under the Securities Act for each $1,000 principal amount at maturity of Tritel PCS's outstanding 123/4% Senior Subordinated Discount Notes due 2009 which were issued in May 1999 in a private offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. We will exchange all notes validly tendered and not validly withdrawn. As of this date there is $372,000,000 aggregate principal amount at maturity of notes outstanding. We will issue registered notes on or promptly after the expiration of the exchange offer. Resales..................... We believe that the registered notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that: o you acquire the registered notes issued in the exchange offer in the ordinary course of your business; o you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the registered notes issued to you in the exchange offer; and o you are not an "affiliate," as defined under Rule 405 of the Securities Act, of Tritel PCS. If our belief is inaccurate and you transfer any registered note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption of your registered notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability. Each broker-dealer that issued registered notes for its own account in exchange for outstanding notes which were acquired by such broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the registered notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the registered notes issued to it in the exchange offer. Record Date................. We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on , 1999. 4 Expiration Date............. The exchange offer will expire at 5:00 p.m., New York City time, , 1999, unless we decide to extend the expiration date. Conditions to the Exchange Offer.............. We may terminate or amend the exchange offer if: o any legal proceeding, government action or other adverse development materially impairs our ability to complete the exchange offer; o any Securities and Exchange Commission rule, regulation or interpretation materially impairs the exchange offer; or o we have not obtained any necessary governmental approvals with respect to the exchange offer. We may waive any or all of these conditions. At this time, there are no adverse proceedings, actions or developments pending or, to our knowledge, threatened and no governmental approvals are necessary to complete the exchange offer. Procedures for Tendering Outstanding Notes.......... Each holder of outstanding notes wishing to accept the exchange offer must: o complete, sign and date the accompanying letter of transmittal, or a facsimile thereof; or o arrange for The Depository Trust Company to transmit certain required information to the exchange agent in connection with a book-entry transfer. You must mail or otherwise deliver such documentation and your outstanding notes to The Bank of New York, as exchange agent, at the address set forth under "The Exchange Offer--Exchange Agent." By tendering your outstanding notes in this manner, you will be representing, among other things, that: o you are acquiring the registered notes pursuant to the exchange offer in the ordinary course of your business; o you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the registered notes issued to you in the exchange offer; and o you are not an affiliate of Tritel PCS. Untendered Outstanding Notes....................... If you are eligible to participate in the exchange offer and you do not tender your outstanding notes, you will not have any further registration or exchange rights and your outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for such outstanding notes could be adversely affected. 5 Special Procedures for Beneficial Owners.......... If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact such registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal for the exchange offer and delivering your outstanding notes, either arrange to have your outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Guaranteed Delivery Procedures.................. If you wish to tender your outstanding notes and time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer, or you cannot complete the procedure for book-entry transfer on time or you cannot deliver certificates for your outstanding notes on time, you may tender your outstanding notes pursuant to the procedures described in this prospectus under the heading "The Exchange Offer--Guaranteed Delivery Procedures." Withdrawal Rights........... You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on , 1999. Certain U.S. Federal Tax Considerations............ The exchange of notes will not be a taxable event for United States federal income tax purposes. Use of Proceeds............. We will not receive any proceeds from the issuance of registered notes pursuant to the exchange offer. We will pay all our expenses incident to the exchange offer. Exchange Agent.............. The Bank of New York is serving as the exchange agent in connection with the exchange offer. SUMMARY OF TERMS OF THE REGISTERED NOTES The form and terms of the registered notes are the same as the form and terms of the outstanding notes except that the registered notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer and will not be entitled to registration under the Securities Act. In this regard, we use the term notes when describing provisions that govern or otherwise pertain to both the outstanding notes and the registered notes. The registered notes will evidence the same debt as the outstanding notes, and the same indenture will govern both the registered notes and the outstanding notes. Issuer...................... Tritel PCS, Inc. Notes Offered............... $372,000,000 aggregate principal amount at maturity of 123/4% Senior Subordinated Discount Notes due 2009. 6 Maturity Date............... May 15, 2009. Yield and Interest.......... 123/4% per annum, compounded on a semi-annual basis, calculated from May 11, 1999. Cash interest will not accrue prior to May 15, 2004. Thereafter, cash interest on the notes will accrue at the rate of 123/4% per year and will be payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2004. Original Issue Discount..... The notes were issued at a substantial discount from their principal amount at maturity. Consequently, you will generally be required to include amounts in your gross income for federal income tax purposes before your receipt of the cash payments attributable to that income. See "Certain Federal Income Tax Considerations--Original Issue Discount." Optional Redemption......... We can redeem the notes, in whole or in part, on or after May 15, 2004, at the redemption prices set forth in this prospectus, plus accrued and unpaid interest. In addition, before May 15, 2002, we can redeem up to 35% of the aggregate principal amount at maturity of the notes, with the proceeds of one or more equity offerings, at 112.75% of their accreted value on the redemption date, if at least 65% of the aggregate principal amount at maturity of the notes remains outstanding. Parent and Subsidiary Guarantees................. Our parent company, Tritel, Inc., and two of our subsidiaries will guarantee the notes on a senior subordinated basis. All of our future subsidiaries, other than subsidiaries solely engaged in the business of holding PCS licenses, or holding the stock of these subsidiaries, will also be required to guarantee the notes. If we fail to make payments on the notes, the guarantors must make them instead. Our license subsidiaries will not guarantee the notes. Our parent company and each of our subsidiaries have guaranteed our obligations under our bank facility on a senior basis. We, our parent company and all of our subsidiaries have pledged substantially all of our assets, except our PCS licenses, to secure our obligations under our bank facility. Change of Control........... Upon the occurrence of certain change of control events, you may require us to repurchase all or a portion of your notes at 101% of the principal amount thereof, plus accrued and unpaid interest. Ranking..................... The notes: o are unsecured obligations of Tritel PCS; 7 o are senior in right of payment to existing and future obligations expressly subordinated in right of payment to the notes; and o rank junior to all existing and future senior debt. The guarantees: o are unsecured obligations of the guarantors; o rank junior to all existing and future senior debt of the guarantors; and Because our license subsidiaries will not guarantee the notes, the notes will be structurally subordinated to all liabilities of these subsidiaries, including trade payables. As of June 30, 1999, you would have been effectively subordinated to $63.8 million of total liabilities of our subsidiaries. Basic Indenture Covenants... The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: o incur additional indebtedness; o pay dividends, repurchase our capital stock, make investments or make other restricted payments; o sell or exchange assets; o engage in transactions with affiliates; o issue or sell capital stock of restricted subsidiaries; o in the case of our restricted subsidiaries, guarantee indebtedness; o create liens securing indebtedness that is pari passu with or subordinated to the notes or the subsidiary guarantees; o in the case of our restricted subsidiaries, agree to certain payment restrictions; or o engage in certain sale and leaseback transactions or merge, consolidate or transfer all or substantially all our assets and the assets of our subsidiaries on a consolidated basis. These covenants are subject to important exceptions and qualifications. See "Description of the Notes--Certain Covenants." 8 RISK FACTORS Before tendering original notes, you should carefully read and think about all of the information contained in this prospectus, especially the following risk factors: WE ARE A DEVELOPMENT STAGE COMPANY; WE HAVE NOT YET BEGUN COMMERCIAL PCS OPERATIONS IN MOST OF OUR MARKETS AND WE MAY NOT BE PROFITABLE AFTER WE DO We are at an early stage of development and have no meaningful historical financial information for you to evaluate. We will incur significant expenses before generating revenues, and we expect to have significant operating losses in our initial stages of operations. We expect to grow rapidly while we develop and construct our PCS network and build our customer base. We expect this growth to strain our financial resources and result in operating losses and negative cash flows until at earliest the end of 2001. We have not begun commercial PCS operations, except for the Jackson, Mississippi market, and, therefore, have no significant revenues to fund expenditures. We have made cumulative cash expenditures through June 30, 1999 of $105 million, consisting of primarily capital expenditures for the network buildout. We cannot be certain of the timing and extent of revenue receipts and expense disbursements. Also, we cannot be certain that we will achieve or sustain profitability or positive cash flow from operating activities in the future. If we do not achieve profitability or positive cash flow in a timely manner and then sustain it, we may not be able to meet our working capital or debt service requirements, including our obligations in respect of the notes. Our future operating results over both the short and long term are uncertain because of several factors, some of which are outside of our control. These factors include: o the significant cost of building our PCS network, o the cost and availability of PCS infrastructure and subscriber equipment, including tri-mode handsets, o possible delays in introducing our services, o fluctuating market demand and prices for our services, o pricing strategies for competitive services, o new offerings of competitive services, o changes in federal, state and local legislation and regulations, o the potential allocation by the FCC of additional PCS licenses or other wireless licenses in our markets, o technological changes, and o general economic conditions. OUR HIGHLY LEVERAGED CAPITAL STRUCTURE LIMITS OUR ABILITY TO OBTAIN ADDITIONAL FINANCING AND COULD ADVERSELY AFFECT OUR BUSINESS IN SEVERAL OTHER WAYS It will take substantial funds to complete the buildout of our PCS network and to market and distribute our PCS products and services. We estimate that our capital requirements, which include capital expenditures, the cost of acquiring licenses, working capital, debt service requirements and anticipated operating losses, will total approximately $1.0 billion for the period from our inception through the end of 2001. This estimate assumes substantial completion of the network buildout to cover 80% of our licensed Pops by the end of 2001. We have expended approximately $105 million of these funds as of June 30, 1999. 9 We are highly leveraged. As of June 30, 1999, we had $445.1 million of total indebtedness outstanding, including debt owed to the FCC, which was carried on our books at $41.4 million as of June 30, 1999 and was incurred in connection with the acquisition of our C- and F-Block licenses, $200.0 million outstanding under our bank facility and $203.7 million of the original notes at their accreted value. This indebtedness represented approximately 69.3% of our total capitalization at that date. At that date, we also had $69.1 million of Series A 10% redeemable convertible preferred stock outstanding, which has not been included in stockholders' equity in our financial statements. Our large amount of indebtedness could significantly impact our business for the following reasons: o It limits our ability to obtain additional financing, if we need it, to complete our network buildout, to cover our cash flow deficit or for working capital, other capital expenditures, debt service requirements or other purposes. o Even though the notes will not pay cash interest for five years, we will need to dedicate a substantial portion of our operating cash flow to fund interest expense on our bank facility and other indebtedness, thereby reducing funds available for our network buildout, operations or other purposes. o We are vulnerable to interest rate fluctuations because a significant portion of our debt is at variable interest rates. o It limits our ability to compete with competitors who are not as highly leveraged. o It limits our ability to react to changing market conditions, changes in our industry and economic downturns. The government financing incurred in connection with the acquisition of our C- and F-Block licenses bears interest at a below-market rate. Accordingly, our obligations under this government financing have been recorded in our financial statements in accordance with generally accepted accounting principles at its estimated fair market value of $41.4 million as of June 30, 1999. This estimate assumes a fair market borrowing rate of 10%. If the government financing were declared immediately due and payable after a default, the amount payable would be $47.5 million plus accrued interest of $1.1 million as of June 30, 1999. On July 31, 1998, we were required to begin quarterly installment payments of interest on our C- and F-Block license debt. We will be required to make quarterly installment payments of principal on our F-Block license debt beginning January 31, 2000, and on our C-Block license debt beginning January 31, 2003. If we default on the government financing or otherwise violate FCC regulations, the FCC could take a variety of actions, including: o requiring immediate repayment of all amounts due under the government financing or repayment of amounts relating to our receipt of bidding credits totaling $18.0 million, o revoking some or all of our licenses and fining us an amount equal to the difference between the price at which we acquired the licenses and the amount of the winning bid at their re-auction, plus an additional penalty of 3% of the lesser of the subsequent winning bid and our bid amount. If the FCC were to take any of these actions, we could default on our obligations to our other creditors, including our bank lenders and you. We believe we have taken steps to comply with and prevent violation of these regulatory requirements, but it is possible that our ownership and control structure will be challenged. If any challenges were successful, we could be required to restructure or recapitalize, and possibly forfeit our C- and F-Block PCS licenses. If we fail to maintain our designated entity status, we may face less favorable payment schedules or the acceleration of payments due under the government financing, or our licenses may be revoked. The inability of non-control group stockholders to gain control of Tritel could negatively impact our ability to attract additional capital. This control requirement may also discourage certain transactions involving an actual or potential change of control of Tritel. 10 Our ability to pay interest on the notes beginning in 2004 and to satisfy our other debt obligations will depend upon our future operating performance. Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. If, in the future, we cannot generate sufficient cash flow from operations to make scheduled payments on the notes or to meet our other obligations, we will need to refinance our indebtedness, obtain additional financing or sell assets. We cannot be certain that our business will generate cash flow, or that we will be able to obtain funding sufficient to satisfy our debt service requirements. ADDITIONAL FUNDING MAY BE REQUIRED BUT UNAVAILABLE TO US Our actual capital needs may be greater than we currently anticipate. Moreover, we may not generate enough cash flow to fund our operations in the absence of other funding sources. We may require additional funding if certain developments occur, including if: o the costs of the buildout of our PCS network are greater than anticipated, o the acquisition costs of subscribers is higher than expected, o other operating costs exceed management's estimates, o we take advantage of license or market acquisition opportunities, including those that may arise through future FCC auctions, o the level of our revenues from subscribers is lower than anticipated, or o the number of subscribers is greater than anticipated, leading to greater than anticipated handset costs and other subscriber acquisition and operating costs. In addition, we would require substantial additional funding if AT&T Wireless does not exercise its option to purchase PCS licenses covering approximately 2.0 million Pops in Florida and southern Georgia and we then determine that we will build out these markets ourselves. We have no revenues at this point. Sources of future financing may include equipment vendors, bank financing and the public or private debt and equity markets. Additional required financing may be unavailable to us or it may not be available on terms acceptable to us and consistent with any limitation under our outstanding indebtedness or FCC regulations. If we are unable to obtain such financing it could result in the delay or reduction of our development and construction plans and could result in our failure to meet certain FCC buildout requirements and our debt service obligations. BECAUSE OUR RELATIONSHIP WITH AT&T WIRELESS MAY BE TERMINATED IN CERTAIN CIRCUMSTANCES, WE MAY LOSE, AMONG OTHER THINGS, THE RIGHT TO USE THE AT&T BRAND NAME Our business strategy depends on our relationship with AT&T Wireless. We are depending on co-branding, roaming and service relationships with them under our joint venture agreements with them. These relationships are central to our business plan. The AT&T Wireless agreements create an organizational and operational structure that defines the relationships between AT&T Wireless and us. Because of our dependence on these relationships, it is important for you to understand that there are circumstances in which AT&T Wireless can terminate our right to use their brand name, as well as other important rights under the joint venture agreements, if we violate the terms of the joint venture agreements or if certain other events occur. AT&T Wireless can terminate our license to use the AT&T brand name, designation as a member of the AT&T Wireless Network, or use of other AT&T service marks if we fail to meet AT&T Wireless's quality standards, violate the terms of the license or otherwise breach one of the AT&T Wireless agreements. AT&T Wireless has also retained the right to terminate its relationship with us in the event of a "Disqualifying Transaction," as defined in the section headed "Joint Venture Agreements With AT&T Wireless," which is in essence, a major financial transaction involving AT&T Corp. and another entity that owns FCC mobile wireless licenses covering at least 25% of our Pops. 11 The exercise by AT&T Wireless of any of these rights, or other rights described in the AT&T Wireless agreements, could significantly and materially affect our operations, future prospects and results of operations. This is because our business strategy largely involves leveraging the benefits of our AT&T Wireless affiliation and our membership in the AT&T Wireless Network. OUR RELATIONSHIP WITH AT&T WIRELESS MAY RESULT IN A CONFLICT OF INTEREST Our interests and those of AT&T Wireless may conflict, and there can be no assurance that any conflict will be resolved in our favor. Under a stockholders' agreement, AT&T Wireless has the right to designate two of the thirteen directors on our Board and approve the selection of three other director nominees. AT&T Wireless owes no duty to us except to the extent expressly set forth in the joint venture agreements. Officers and directors generally do not have fiduciary duties to holders of debt securities such as the notes. WE FACE INTENSE COMPETITION FROM OTHER PCS AND CELLULAR PROVIDERS AND FROM OTHER TECHNOLOGIES The viability of our PCS business will depend upon, among other things, our ability to compete, especially on price, reliability, quality of service and availability of voice and data features. In addition, our ability to maintain the pricing of our services may be limited by competition, including the entry of new service providers in our markets. There are two established cellular providers in each of our markets. These providers have significant infrastructure in place, often at low historical cost, have been operational for many years, have substantial existing subscriber bases and have substantially greater capital resources than we do. In addition, in most of our markets, there are at least three PCS providers currently offering commercial service or likely to begin offering service before we will. We will also face competition from paging, dispatch and conventional mobile radio operations, specialized mobile radio, called SMR and enhanced specialized mobile radio, called ESMR, including those ESMR networks operated by Nextel Communications and its affiliates in our markets. We will also be competing with resellers of wireless services. We expect competition in the wireless telecommunications industry to be dynamic and intense as a result of the entrance of new competition and the development and deployment of new technologies, products and services. In the future, cellular and PCS providers will also compete more directly with traditional landline telephone service operators, and may compete with services offered by energy utilities, and cable and wireless cable operators seeking to offer communications services by leveraging their existing infrastructure. Additionally, continuing technological advances in telecommunications, the availability of more spectrum and FCC policies that encourage the development of new spectrum-based technologies make it impossible to accurately predict the extent of future competition. BECAUSE WE DEPEND ON EQUIPMENT AND SERVICE VENDORS TO BUILD OUT OUR PCS NETWORK, WE CANNOT BE CERTAIN THAT OUR PCS NETWORK WILL BE BUILT OUT IN A TIMELY AND COST-EFFECTIVE MANNER Our future financial condition depends on our ability to build out rapidly and then operate a commercial PCS network in our markets. To do so effectively will require the timely delivery of infrastructure equipment for use in our cell sites and switching offices, as well as handsets. There is considerable demand for PCS infrastructure equipment that may result in substantial backlogs of orders and long lead times for delivery of certain types of equipment. Although we have entered into an exclusive equipment supply agreement with Ericsson for the purchase of at least $300.0 million of certain equipment and services related to the buildout of our PCS system over a five-year period, we cannot be certain that we will receive this equipment in the quantities that are needed to complete the buildout in our markets. If we do not receive this equipment on time, then we will be unable to begin our PCS operations on schedule. Because of our exclusive arrangements with Ericsson, our ability to adhere to our buildout schedule will depend significantly on the ability of Ericsson to deliver its equipment in a timely fashion. We cannot be certain that Ericsson or any other vendor will be able to provide us with the equipment to build out 12 our markets in a timely and cost-effective manner. The termination of the Ericsson agreement or the failure of any of the vendors to perform under any supply agreement would adversely affect our ability to begin operations as planned. In addition to equipment vendors, we depend on our service vendors for radiofrequency engineering services, site acquisition services and build-to-suit site construction services. If any of these service vendors fail to perform on schedule, we may not be able to begin our PCS operations on schedule. We anticipate that our subscribers will access wireless services in our markets and throughout the AT&T Wireless Network by using tri-mode handsets. Two companies worldwide, Ericsson and Nokia Corporation, currently manufacture and supply IS-136 TDMA tri-mode handsets in commercial quantities. Other manufacturers are expected to supply tri-mode handsets in commercial quantities by the end of 1999. If our vendors fail to supply these handsets when expected, we will be required to delay our launch of service or offer our customers handsets without tri-mode capabilities. Without tri-mode handsets, our customers will not be able to roam on both analog cellular and digital cellular systems. While we believe we will be able to purchase tri-mode handsets in sufficient quantity to launch our service as planned, we may be unable to obtain such handsets from our vendors in the quantities or at the prices we expect. In that event, our service, our business and our operating results could be adversely affected. WE MAY BE UNABLE TO BUILD OUT OUR PCS NETWORK OR PROVIDE PCS SERVICE IN CERTAIN OF OUR MARKETS If we are unable to implement our construction plan, we may also be unable to provide, or may be delayed in providing, PCS service in certain of our markets. To complete construction of our PCS network, we must first complete the design of the network, acquire, purchase and install equipment, test the network and relocate or otherwise accommodate microwave users currently using the spectrum. Construction of our PCS network will also depend, to a significant degree, on our ability to lease or acquire sites for the location of our transmission equipment. In areas where we are unable to co-locate our transmission equipment on existing facilities, we will need to negotiate lease or acquisition agreements, which may involve competitors as counterparties. In many cases, we will be required to obtain zoning variances and other governmental approvals or permits. In addition, because of concern over radiofrequency emissions and tower appearance, local governments, including one city within our markets, Knoxville, Tennessee, affecting approximately four cell sites, have instituted moratoria on further construction of antenna sites until the respective health, safety and historic preservation aspects of this matter are studied further. Accordingly, we may be unable to construct our PCS network in any particular market in accordance with our current construction plan and schedule. As a result, our growth may be limited, our market entry may be delayed and the costs of building out new markets may increase. Any one of these factors would be likely to adversely affect our future operating performance in such markets. THE TECHNOLOGY CHOSEN BY US MAY BECOME OBSOLETE The wireless telecommunications industry is experiencing significant technological changes, as evidenced by the increasing pace of digital installations in existing analog cellular systems, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products and enhancements, and changes in consumer requirements and preferences. To remain competitive, we must develop or gain access to new technologies in order to increase product performance and functionality and to increase cost-effectiveness. Given the emerging nature of the PCS industry, alternative technological and service advancements could materialize in the future and prove viable, which could render the IS-136 TDMA technology employed by us obsolete and, as a result, could have a material adverse effect on our business and operating results. OUR DIGITAL PCS TECHNOLOGY MAY NOT GAIN CUSTOMER ACCEPTANCE Three standards are being used by PCS providers in the United States: IS-136 TDMA, CDMA and GSM. Although all three standards are digital transmission technologies and thus share certain basic characteristics and contrasts to analog transmission technology, they are not compatible or interchangeable with each other. 13 To roam in other markets where no PCS licensee utilizes the IS-136 TDMA standard, our subscribers must utilize tri-mode handsets to use an analog or digital cellular system in such markets. Generally, tri-mode handsets are more expensive than single- or dual-mode handsets. The higher cost of these handsets may impede our ability to attract subscribers or achieve positive cash flow as planned. It is anticipated that CDMA-based PCS providers will own licenses covering virtually all of the United States population. Other PCS providers have deployed GSM technology in many of our markets. GSM is the prevalent standard in Europe. It is possible that a digital transmission technology other than IS-136 TDMA may gain acceptance in the United States sufficient to affect adversely the resources currently devoted by vendors to improving IS-136 digital cellular technology. Any differences that may from time to time exist between the technology deployed by the other wireless telecommunications service providers, such as CDMA, GSM or other transmission technology standards that may be developed in the future, may affect customer acceptance of the services we offer. If subsequent to our deployment of IS-136 TDMA, consumers perceive that another technology has marketplace advantages over IS-136 TDMA, we could experience a competitive disadvantage or be forced to implement that technology at substantially increased cost. WE EXPECT TO HAVE INCREASED OPERATING COSTS DUE TO THIRD-PARTY FRAUD As do most companies in the wireless industry, we will likely incur costs associated with the unauthorized use of our network, including administrative and capital costs associated with detecting, monitoring and reducing the incidence of fraud. Fraud impacts interconnection costs, capacity costs, administrative costs, fraud prevention costs and payments to other carriers for unbillable fraudulent roaming. USE OF WIRELESS HANDSETS MAY POSE HEALTH AND SAFETY RISKS Media reports have suggested that, and studies are currently being undertaken to determine whether, radiofrequency emissions from cellular and PCS wireless handsets may be linked with health risks, including cancer, and interference with various electronic medical devices, including hearing aids and pacemakers. Concerns over radiofrequency emissions may discourage the use of wireless communications devices, such as PCS handsets, which could adversely affect our business. In addition, the FCC requires that certain transmitters, facilities, operations, and mobile and portable transmitting devices used in PCS handsets meet specific radiofrequency emission standards. Compliance with any new restrictions could materially increase our costs. Concerns about radiofrequency emissions may affect our ability to obtain licenses from government entities necessary to construct microwave sites in certain locations. Separately, measures that would require hands free use of mobile phones while operating motor vehicles have been proposed or are being considered in legislatures in Connecticut, Hawaii, Illinois, Maryland, New York and Ohio, among other states. Although no state has enacted a law barring the use of mobile phones, California requires rental cars with mobile phones to include written operating instructions concerning safe use, Florida permits mobile phone use as long as the motorist has one ear free to hear surrounding sound and Massachusetts allows mobile phone use as long as it does not interfere with the safe operation of the vehicle and as long as the motorist keeps one hand on the steering wheel at all times. We cannot predict the success of the proposed laws concerning hands free car phone use or the effect on usage of mobile phones as a result of the publicity surrounding the consideration or passage of such laws. In addition, more restrictive measures or measures aimed at wireless services companies as opposed to users may be proposed or passed in state legislatures in the future. The proliferation of such legislation could materially adversely affect us by requiring us to modify our operations or business plans in response to such restrictions. 14 OUR FCC LICENSES MAY BE REVOKED UNDER CERTAIN CIRCUMSTANCES Our principal assets are PCS licenses issued by the FCC. The FCC has imposed certain requirements on its licensees, including PCS operators. For example, PCS licenses may be revoked by the FCC at any time for cause, including failure to comply with the terms of the licenses, a violation of FCC regulations, failure to continue to qualify for the licenses, malfeasance or other misconduct. The loss of any license, or an action that threatens the loss of any license, would have a material adverse effect on our business and our operating results. We have no reason, however, to believe that any of our licenses will be revoked or will not be renewed. C- and F-Block License Requirements. The FCC imposed certain additional restrictions on its C- and F-Block licenses. Participants in the C- and F-Block auctions, including our predeccessors, Airwave Communications and Digital PCS, which contributed our C- and F-Block licenses to us, were subject to certain requirements to qualify as an entrepreneur, as defined by the FCC. In addition, because Airwave Communications and Digital PCS qualified as small businesses, as defined by the FCC at the time of the C-Block auction and very small businesses, as defined by the FCC at the time of the F-Block auction, they received substantial bidding credits and became entitled to pay a large portion of the net purchase price for their licenses over a ten-year period at special interest rates and terms, including making payments of interest only for a period of time. With respect to the C- and F-Block licenses, we believe that Airwave Communications and Digital PCS satisfied the FCC's eligibility requirements for those licenses. We intend to maintain diligently our qualification for those licenses. If we do not comply with FCC rules, the FCC could fine us, revoke our PCS licenses or require a restructuring of our equity. Any of these events could adversely affect our business and financing. Network Buildout Requirements. All PCS licenses, including those contributed to us by AT&T Wireless, Airwave Communications and Digital PCS, are subject to the FCC's buildout requirements. We have developed a buildout plan that meets all FCC requirements. However, we may be unable to meet our buildout schedule. If there are delays in implementing our network buildout, the FCC could reassess our authorized service area or, in extreme cases, it may revoke our licenses or impose fines. Foreign Ownership Limitations. The current restrictions on foreign ownership could adversely affect our ability to attract additional equity financing from entities that are, or are owned by, foreign interests. We believe that we do not have foreign ownership in excess of applicable limits. However, if our foreign ownership were to exceed the then-applicable limits in the future, the FCC could revoke our PCS licenses or order an ownership restructuring. BECAUSE WE FACE BROAD AND EVOLVING GOVERNMENT REGULATION, WE MAY HAVE TO MODIFY OUR BUSINESS PLANS OR OPERATIONS IN THE FUTURE The licensing, construction, operation, sale and interconnection arrangements of wireless telecommunications systems are regulated to varying degrees by the FCC, Congress and state and local regulatory agencies. This regulation is continually evolving. There are a number of issues as to which regulation has been or in the future may be introduced, including interference between different types of wireless telecommunications systems and the effect of wireless telecommunications equipment on medical equipment and devices. As new regulations are promulgated on these or other subjects, we may be required to modify our business plans or operations to comply with any new regulations. It is possible that the FCC, Congress or any state or local regulatory agency having jurisdiction over our business will adopt or change regulations or take other actions that could adversely affect our business and our operating results. The Telecommunications Act of 1996 mandated significant changes in existing regulation of the telecommunications industry to promote competitive development of new service offerings, to expand public availability of telecommunications services and to streamline regulation of the industry. Nevertheless, the implementation of these mandates by the FCC and state authorities will involve numerous changes in established rules and policies that could adversely affect our business. 15 The government financing for C- and F-Block licenses is evidenced by an FCC installment payment plan note and a security agreement for each license we acquired in the C- and F-Block auctions. Terms and conditions of the FCC notes have not yet been definitively interpreted, including, among other things, matters involving collateral and the assignability of PCS licenses. IF WE FAIL TO SATISFY FCC CONTROL GROUP REQUIREMENTS, WE MAY LOSE OUR C- AND F-BLOCK LICENSES To retain the C- and F-Block licenses and the favorable government financing granted to us, we must maintain our designated entity status as an entrepreneur and small business or very small business. To maintain all of the benefits of our designated entity status, our control group and qualifying investors must retain certain minimum stock ownership and control of our voting stock, as well as legal and actual control of us for ten years from the date of grant of our C- and F-Block PCS licenses. The FCC has indicated that it will not rely solely on legal control in determining whether the control group and its qualifying investors are truly in control of an entity. Even if the control group and the qualifying investors hold the requisite percentages of equity and voting control, the FCC may still inquire to determine whether actual control exists. OUR SUBSIDIARIES' GUARANTEES OF THE NOTES MAY BE VOID UNDER CERTAIN CIRCUMSTANCES We are a holding company with no direct operations and no significant assets other than the stock of our subsidiaries. We will depend on funds from our subsidiaries to meet our obligations, including cash interest payments on the notes beginning in 2004. Our operating subsidiary, Tritel Communications, Inc., and our finance subsidiary, Tritel Finance, Inc., will guarantee our obligations under the notes and all of our future subsidiaries, other than subsidiaries whose primary business is to hold PCS licenses and subsidiaries owning those subsidiaries, may be required to guarantee the notes. You may need to be able to enforce the subsidiary guarantees to recover your investment in the notes. The issuance of a subsidiary guarantee may be subject to review under federal or state fraudulent conveyance laws in the event of the bankruptcy or other financial difficulty of the subsidiary guarantor. Although laws differ among various jurisdictions, in general under fraudulent conveyance laws, a court could subordinate or avoid a guarantee if it found that: o the debt under the subsidiary guarantee was incurred with actual intent to hinder, delay or defraud creditors, or o the subsidiary guarantor did not receive fair consideration or reasonably equivalent value for its subsidiary guarantee and the subsidiary guarantor: o was insolvent or rendered insolvent because of its subsidiary guarantee, o was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital, or o intended to incur, or believed that it would incur, debts beyond its ability to pay upon maturity. A court is likely to find that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for its subsidiary guarantee to the extent that its liability under the subsidiary guarantee is greater than the direct benefit it received from the issuance of the notes. By its terms, each subsidiary guarantee will limit the liability of the subsidiary guarantor to the maximum amount that it could pay without the subsidiary guarantee being deemed a fraudulent transfer. A court may not give effect to this limitation on liability. In this event, a court may find that the issuance of the subsidiary guarantee rendered the subsidiary guarantor insolvent. If a court voided the guarantee or held it unenforceable, holders of notes would cease to have a claim against that subsidiary guarantor and would be solely creditors of our company and any remaining guarantors. If a court were to give effect to this limitation on liability, the amount that the subsidiary guarantor, whose liability was so limited, would be found to have guaranteed might be so low that there would not be sufficient funds to pay the notes in full. 16 YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES AND GUARANTEES IS JUNIOR TO PAYMENTS ON SENIOR INDEBTEDNESS AND TO OUR SECURED OBLIGATIONS The notes will be subordinated to all our present and future senior debt and the parent and subsidiary guarantees will be subordinated to all present and future senior debt of the guarantors. The notes will not be secured by any of our assets. Our obligations under our bank facility are guaranteed by our parent and all of our subsidiaries and are secured by substantially all of our assets and the assets of our parent and our subsidiaries other than our PCS licenses. Certain of our PCS licenses are subject to liens securing our debt to the FCC. If we were to become insolvent or were to be liquidated, or if the banks were to accelerate our payments under our bank facility, our assets would be available to pay obligations on the notes only after all payments had been made on our secured and other senior debt. Similarly, if any guarantor were to become insolvent or were to be liquidated, its assets would be available to pay obligations on the notes only after all payments had been made on its secured and senior debt. In any such event, we cannot assure you that sufficient assets would remain to make any payments on the notes. Not all of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of these subsidiaries, the assets of these non-guarantor subsidiaries will be available to pay obligations on the notes only after all outstanding liabilities, including trade payables, of these subsidiaries have been paid in full. As of June 30, 1999, the total liabilities of these subsidiaries would have been approximately $63.8 million. BECAUSE A SIGNIFICANT PORTION OF OUR ASSETS ARE INTANGIBLE THEY MAY HAVE LITTLE VALUE UPON A LIQUIDATION Our assets consist primarily of intangible assets, principally FCC licenses, the value of which will depend significantly upon the success of our PCS network business and the growth of the PCS and wireless communications industries in general. If we default on our indebtedness or upon our liquidation, the value of these assets may not be sufficient to satisfy our obligations. We had a net tangible book value deficit of $259.6 million attributable to Tritel's common stock as of June 30, 1999. YEAR 2000 ISSUES COULD CAUSE INTERRUPTION OR FAILURE OF OUR COMPUTER SYSTEMS We use a significant number of computer systems and software programs in our operations, including applications used in support of our PCS network equipment and various administrative functions. Although we believe that our computer systems and software applications contain source code that is able to interpret appropriately dates after December 31, 1999, our failure to make or obtain necessary modifications to our systems and software could result in systems interruptions or failures that could have a material adverse effect on our business. We do not anticipate that we will incur material expenses to make our systems Year 2000 compliant. However, unanticipated costs necessary to avoid potential systems interruptions could exceed our present expectations and consequently have a material adverse effect on our business. In addition, if our key equipment and service providers fail to make their respective computer systems and software programs Year 2000 compliant, then such failure could have a material adverse effect on our business. See "Management's Discussion and Analysis -- Year 2000." YOU MAY HAVE TO INCLUDE INTEREST IN YOUR TAXABLE INCOME BEFORE YOU RECEIVE CASH PAYMENTS The notes will be issued at a substantial discount from their principal amount at maturity. Consequently, you will generally be required to include amounts in your gross income for federal income tax purposes before you receive the cash payments attributable to that income. See "Certain Federal Income Tax Considerations." In the event of our bankruptcy, your claim may be limited to the issue price, as determined by the bankruptcy court, plus the accrued portion of the original issue discount at the date of the bankruptcy filing. To the extent that the federal bankruptcy laws differ from the Internal Revenue 17 Code in determining the method of amortization of original issue discount, you may realize taxable gain or loss upon payment of your claim in bankruptcy. WE ARE NOT OBLIGATED TO NOTIFY YOU OF UNTIMELY OR DEFECTIVE TENDERS OF OUTSTANDING NOTES. We will issue registered notes pursuant to this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. AN ACTIVE TRADING MARKET FOR THE NOTES MAY NOT DEVELOP. The outstanding notes were not registered under the Securities Act nor under the securities laws of any state and may not be resold unless they are subsequently registered or an exemption from the registration requirements of the Securities Act and applicable state securities laws is available. The registered notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to: o the liquidity of any such market that may develop; o the ability of registered note holders to sell their notes; or o the price at which the registered note holders would be able to sell their notes. If such a market were to exist, the registered notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and the financial performance of Tritel PCS. The notes are designated for trading among qualified institutional buyers in The Portal Market. We understand that certain of the Initial Purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, such market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that such trading market will be liquid. Notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the existing restrictions upon transfer, and, upon consummation of the exchange offer, certain registration rights with respect to the outstanding notes will terminate. In addition, any outstanding note holder who tenders in the exchange offer for the purpose of participating in a distribution of the registered notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted outstanding notes could be adversely affected. 18 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements, including statements regarding, among other items: o future earnings and other operating results, o the estimated cost and timing of our network buildout, o competition and o prospects and trends of the wireless industry. Other statements contained in this prospectus are forward-looking statements and are not based on historical fact, such as statements containing the words "believes," "may," "will," "estimates," "continue," "anticipates," "intends," "expects" and words of similar import. These forward-looking statements are subject to risks, uncertainties and assumptions, including those discussed in "Risk Factors," "Management's Discussion and Analysis," "Business" and elsewhere in this prospectus. Actual results may differ materially from those projected. We believe that our estimates are reasonable; but you should not unduly rely on these estimates, which are based on our current expectations. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statements. We make no representation, warranty (express or implied) or assurance as to the completeness or accuracy of these projections and, accordingly, neither express an opinion or any other form of assurance regarding them. WHERE YOU CAN FIND MORE INFORMATION We have filed with the Commission a registration statement on Form S-4 to register the new notes being offered in this prospectus. This prospectus, which forms part of the registration statement, does not contain all of the information included in the registration statement. For further information about Tritel PCS and the registered notes offered in this prospectus, you should refer to the registration statement and its exhibits. Our Commission filings are available to the public over the internet at the Commission's web site at http://www.sec.gov/. You also may read and copy any document we file at the Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. These documents also are available at the public reference rooms at the Commission's regional offices in New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC0330 for further information on the public reference rooms. While any original notes remain outstanding, we will make available, upon request, to any holder and any prospective purchaser of original notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act. Written requests for such information should be directed to Tritel, Inc., 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201, Attention: Corporate Secretary. 19 USE OF PROCEEDS Tritel PCS will not receive any cash proceeds from the issuance of the registered notes in exchange for the outstanding notes. In consideration for issuing the registered notes, Tritel PCS will receive outstanding notes in like original principal amount at maturity. Outstanding notes received in the exchange offer will be cancelled. The net proceeds to Tritel PCS from the offering of the original notes were approximately $191.0 million after deducting the discount payable to the Initial Purchasers and the estimated offering expenses. The net proceeds of that offering, together with the cash proceeds received by Tritel, Inc. from the sale of its equity and funds drawn under Tritel PCS's bank facility, will be used to cover each of the following through the end of 2001, when Tritel PCS anticipates that it will have substantially completed the planned buildout of its network and will have achieved positive cash flow from operations: o approximately $529.9 million for Tritel PCS's capital expenditures, including the buildout of its PCS network, o approximately $125.2 million for cash interest and to cover financing fees and expenses, o approximately $192.9 million for acquisition of PCS licenses and intangible assets, and o approximately $174.1 million for working capital, including operating cash flow losses. 20 CAPITALIZATION The following table sets forth the consolidated capitalization of Tritel, Inc. as of June 30, 1999. The following table should be read in conjunction with Tritel, Inc.'s consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus.
JUNE 30, 1999 --------------- (IN THOUSANDS) Cash, cash equivalents and restricted cash .................................... $ 398,262 ========= Long-term debt: Bank facility(a) ............................................................. $ 200,000 FCC debt(b) .................................................................. 41,430 Senior Subordinated Discount Notes ........................................... 203,656 --------- Total long-term debt ...................................................... 445,086 --------- Series A 10% redeemable convertible preferred stock(c) ........................ 90,668 Adjustment to fair value ...................................................... (21,559) --------- Total Series A redeemable preferred stock(d) .............................. 69,109 Stockholders' equity(c): Preferred Stock, par value -- $.01 per share; authorized 1,500,000 shares: Series B Preferred Stock, no shares issued and outstanding ................ -- --------- Series C Preferred Stock, 184,233 shares issued and outstanding ........... 124,912 --------- Series D Preferred Stock, 46,374 shares issued and outstanding ............ 46,374 Adjustment to fair value .................................................. (11,278) --------- Total Series D preferred stock(d) ....................................... 35,096 --------- Common Stock, par value -- $.01 per share; authorized 3,040,009 shares; 40,705 shares issued and outstanding ....................................... -- Deficit accumulated during the development stage ............................. (31,914) --------- Total stockholders' equity ................................................. 128,094 ========= Total capitalization ...................................................... $ 642,289 =========
- ---------- (a) See Note 20 to the Consolidated Financial Statements. (b) The aggregate face amount of the FCC debt is $47.5 million, but this debt is recorded in Tritel's financial statements at a discount to reflect favorable financing terms. (c) See Note 10 to the Consolidated Financial Statements. (d) See the Consolidated Balance Sheets and related Notes. 21 SELECTED CONSOLIDATED FINANCIAL DATA The following selected financial data for the periods indicated have been derived from the Consolidated Financial Statements of Tritel, Inc. which statements, except for the six-month periods ended June 30, 1998 and 1999, the related balance sheet data as of June 30, 1999 and the period from inception to June 30, 1999, have been audited by KPMG Peat Marwick LLP, independent certified public accountants, whose report thereon, other than operations for the period from inception through December 31, 1995 and balance sheets at December 31, 1995 and 1996, appears elsewhere in this prospectus. The unaudited financial data referred to above includes, in the opinion of management, all necessary adjustments required for a fair presentation of such data. The results of operations for the six months ended June 30, 1999 are not necessarily indicative of results to be anticipated for the entire year. The selected financial data should be read in conjunction with "Management's Discussion and Analysis" and the Consolidated Financial Statements and notes thereto of Tritel included elsewhere in this prospectus.
PERIOD FROM INCEPTION TO DECEMBER 31, YEARS ENDED DECEMBER 31, -------------- ------------------------------------- 1995 1996 1997 1998 -------------- ----------- ----------- ------------- (DOLLARS IN THOUSANDS) STATEMENTS OF OPERATIONS DATA: Revenues ...................... $ -- $ -- $ -- $ -- ------ -------- -------- --------- Operating expenses: Plant expenses ................ -- 4 104 1,939 General and administrative..... 121 1,481 3,123 4,947 Other operating expenses ...... -- 7 48 800 ------ -------- -------- --------- Total operating expense ...... 121 1,492 3,275 7,686 ------ -------- -------- --------- Operating loss ................ (121) (1,492) (3,275) (7,686) Interest income ............... 1 31 121 77 Interest expense and financing cost ............... -- -- -- (722) ------ -------- -------- --------- Loss before extraordinary item and income taxes ....... (120) (1,461) (3,154) (8,331) Extraordinary item -- Loss on return of spectrum..... -- -- -- (2,414) ------ -------- -------- --------- Loss before income taxes...... (120) (1,461) (3,154) (10,745) Income tax benefit ............ -- -- -- -- ------ -------- -------- --------- Net loss ..................... $ (120) $ (1,461) $ (3,154) $ (10,745) ====== ======== ======== ========= CUMULATIVE CUMULATIVE AMOUNTS SIX MONTHS AMOUNTS SINCE INCEPTION, ENDED SINCE INCEPTION, AT DECEMBER 31, JUNE 30, AT JUNE 30, ------------------ ------------------------ ----------------- 1998 1998 1999 1999 ------------------ ----------- ------------ ----------------- (DOLLARS IN THOUSANDS) STATEMENTS OF OPERATIONS DATA: Revenues ...................... $ -- $ -- $ -- $ -- --------- -------- --------- --------- Operating expenses: Plant expenses ................ 2,047 111 3,946 5,993 General and administrative..... 9,672 1,616 7,204 16,876 Other operating expenses ...... 855 33 5,122 5,977 --------- -------- --------- --------- Total operating expense ...... 12,574 1,760 16,272 28,846 --------- -------- --------- --------- Operating loss ................ (12,574) (1,760) (16,272) (28,846) Interest income ............... 230 27 5,332 5,562 Interest expense and financing cost ............... (722) -- (7,334) (8,056) --------- -------- --------- --------- Loss before extraordinary item and income taxes ....... (13,066) (1,733) (18,274) (31,340) Extraordinary item -- Loss on return of spectrum..... (2,414) -- -- (2,414) --------- -------- --------- --------- Loss before income taxes...... (15,480) (1,733) (18,274) (33,754) Income tax benefit ............ -- -- 6,036 6,036 --------- -------- --------- --------- Net loss ..................... $ (15,480) $ (1,733) $ (12,238) $ (27,718) ========= ======== ========= =========
22
DECEMBER 31, JUNE 30, ------------------------------------------------------- ---------- 1995 1996 1997 1998 1999 -------- ---------- ----------- ----------------- ---------- (DOLLARS IN THOUSANDS) BALANCE SHEET DATA: Cash and cash equivalents .......................... $ 400 $ 32 $ 1,763 $ 846 $393,101 Other current assets ............................... 4,501 5,000 285 960 2,631 Property and equipment, net ........................ -- 10 13 13,816 60,686 FCC licensing costs ................................ 40 62,503 99,425 71,466 (1) 158,893 Intangible assets .................................. -- -- -- -- 38,857 Other assets ....................................... 3 186 1,027 1,933 42,877 ------ ------- -------- --------- -------- Total assets ....................................... $4,944 $67,731 $102,513 $ 89,021 $697,045 ====== ======= ======== ========= ======== Total current liabilities .......................... $3,425 $ 8,553 $ 8,425 $ 32,911 $ 7,345 Long-term debt ..................................... -- 53,504 77,200 51,599 (2) 445,086 Other non-current liabilities ...................... -- -- 8,126 6,494 47,411 Total Series A redeemable preferred stock .......... -- -- -- -- 69,109 Total stockholders' equity (deficit) ............... 1,519 5,674 8,762 (1,983) 128,094 ------ ------- -------- --------- -------- Total liabilities and stockholders' equity ......... $4,944 $67,731 $102,513 $ 89,021 $697,045 ====== ======= ======== ========= ======== OTHER FINANCIAL DATA: Ratio of earnings to fixed charges ................. -- -- -- -- --
- ---------- (1) See Note 5 to the consolidated financial statements. (2) See Note 8 to the consolidated financial statements. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income before income taxes plus fixed charges. Fixed charges consist of interest expense and other financing costs on all indebtedness, including amortization of discount and deferred debt issuance costs. Earnings were insufficient to cover fixed charges by $140,000 for the period from inception, July 27, 1995, through December 31, 1995, $4.8 million, $10.4 million and $18.9 million for the years ended December 31, 1996, 1997 and 1998, respectively, and $6.4 million and $28.8 million for the six-month periods ended June 30, 1998 and 1999. 23 MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion and analysis of the financial condition and results of operations of Tritel PCS and Tritel, Inc. should be read in conjunction with the consolidated financial statements and notes thereto of Tritel, Inc., which are included in this prospectus. See also "Special Note Regarding Forward Looking Statements." GENERAL Tritel PCS is a development stage enterprise formed for the purpose of developing PCS markets in the south-central United States. Tritel PCS's PCS licenses cover approximately 14.0 million Pops in contiguous markets in the states of Alabama, Georgia, Kentucky, Mississippi and Tennessee. As a member of the AT&T Wireless Network, Tritel PCS is the exclusive provider to AT&T Wireless of mobile wireless PCS services in virtually all of its markets. Tritel PCS's agreements with AT&T Wireless and certain affiliates allow it to use the AT&T brand name and logo together with the SunCom name. Tritel PCS has incurred significant expenditures in conjunction with its organization and financing, PCS license acquisitions, hiring key personnel and the initial design and construction of its PCS network facilities. Tritel PCS has not yet commenced commercial operations and, as a result, has not yet generated operating revenues or earnings. Tritel PCS intends to initiate the commercial launch of its service in Jackson, Mississippi in the third quarter of 1999 and expects to initiate service in all of its markets by the end of 2001. The timing of launch in individual markets will be determined by various factors, principally the success of Tritel PCS's site acquisition program, zoning and microwave relocation activities, equipment delivery schedules and local market and competitive considerations. Tritel PCS intends to continue to expand its coverage in its PCS markets to reach approximately 80% of the licensed Pops in the aggregate by the end of 2001. Thereafter, Tritel PCS will evaluate further coverage expansion on a market-by-market basis. The extent to which Tritel PCS is able to generate operating revenues and earnings will be dependent on a number of business factors, including successfully deploying the PCS network and attaining profitable levels of market demand for Tritel PCS's products and services. FACTORS AFFECTING FUTURE OPERATIONS Tritel PCS expects to generate substantially all of its revenues from sales of mobile wireless telephony services, including local, roaming and long distance. Tritel PCS will sell its services and equipment to retail consumers, businesses, institutions and governments at rates and prices that will be competitive with other wireless providers in its markets. Tritel PCS will distribute to retail consumers through company-owned stores and to a lesser extent, independent retail distributors. Tritel PCS will also employ a direct sales force that will focus primarily on business, institutional and government sales. Tritel PCS believes that it will be able to generate higher sales and penetration through the use of company-owned stores and a direct sales force than would otherwise be achieved through dependence on agents and independent retailers. Tritel PCS will market its services and products under the national AT&T Wireless and regional SunCom brand names. Tritel PCS's marketing efforts will seek to distinguish its service and product offerings on the basis of the quality and extent of its wireless coverage, including the virtually nationwide coverage its subscribers will enjoy through the AT&T Wireless Network, and the digital service features that will be available to its subscribers. Tritel PCS believes that this focus on the AT&T and SunCom brand names and quality of service, coupled with proactive customer care and simplified and flexible billing will increase revenues and margins, increase customer loyalty and reduce churn and cost per gross added subscriber. Industry statistics indicate that average revenue per unit (ARPU) for the wireless communications business has declined substantially over the period 1993-1998. Although this decline has stabilized recently, management believes that some deterioration in ARPU will continue. While 24 management believes that Tritel PCS will benefit from a decline in certain direct operating costs, including billing, interconnect, roaming and long distance charges, its ability to improve its margins will depend primarily on its ability to manage its variable costs, including selling general and administrative expense and costs per gross added subscriber. A particular focus of Tritel PCS's strategy will be to reduce subscriber churn. Industry data suggest that those providers, including PCS providers, that have offered poor or spotty coverage, poor voice quality, unresponsive customer care or confusing billing suffer higher than average churn rates. Accordingly, Tritel PCS will launch service in its markets only after comprehensive and reliable coverage and service can be maintained in a particular market. In addition, Tritel PCS's billing systems will be designed to provide simple and understandable options on flexible cycles. Tritel PCS will also focus resources on a proactive subscriber retention program, strict credit policies and alternative methods of payment for credit-challenged customers. However, Tritel PCS expects PCS churn rates to be higher than historical trends due to the increase in number of competitors and expanded marketbase. OPERATING EXPENSES Tritel PCS's operating expenses consist of plant operations, sales and marketing and general and administrative expenses. Tritel PCS believes that its plant operations expenses will be favorably affected by its ability to co-locate its antennae and base station equipment on existing tower sites. Currently, of the total of 1,275 sites that Tritel PCS plans to build out, it expects to co-locate approximately 70% on existing towers, enabling Tritel PCS to avoid certain location costs and to share certain other costs. However, cell site lease costs are competitive, and Tritel PCS will be responsible for all costs associated with its own base stations and antennae. Costs per gross added subscriber include subsidies on handset sales. Although management expects that handset costs will decline, it does not expect that it will be able to reduce the overall level of handset subsidies since management also believes that retail handset prices will decline proportionally with costs. Recent industry data indicate that interconnect, roaming and long distance charges that Tritel PCS will incur will continue to decline, due principally to competitive pressures and new technologies. Management will focus on application of systems and procedures to reduce billing expense and improve subscriber communication. These systems and procedures will include debit billing, credit card billing, over-the-air payment and Internet billing systems. Tritel PCS will incur other costs, including costs related to network maintenance, administrative overhead, office and store leases, and telephone and utility costs. These costs will grow significantly as its operations expand and its customer base and call volumes increase. Over time, these expenses should represent a reduced percentage of revenues as the customer base grows. RESULTS OF OPERATIONS SIX-MONTH PERIODS ENDED JUNE 30, 1998 AND JUNE 30, 1999 Tritel PCS's net loss was $1.7 million for the six months ended June 30, 1998, as compared to a net loss of $12.2 million for the six months ended June 30, 1999. Tritel PCS expects to launch commercial service in some markets in the third quarter of 1999, and until that time will have no revenue. The expenses incurred to date primarily relate to developing an infrastructure and hiring staffing to support the future services Tritel PCS will provide. Operating Expenses Plant expenses were $111,000 and $3.9 million for the six months ended June 30, 1998 and 1999, respectively. Plant expenses include primarily the cost of engineering and operating staff devoted to the oversight of the design and implementation of Tritel PCS's network site lease expenses and construction site office expenses. 25 Tritel PCS expects that the majority of its future plant expenses will consist of costs relating to operating the network, including the cost of interconnection to wireline and other wireless networks, cell site lease costs, network personnel and repair and maintenance. Tritel PCS expects plant expense to increase during the remainder of 1999 as it begins commercial operation of its network in various markets. General and administrative expenses include primarily the cost of administrative salaries and benefits, administrative office expenses, legal, accounting and other professional fees, property taxes and other general office expenses. General and administrative expenses increased from $1.6 million for the six month period ended June 30, 1998 to $7.2 million for the six-month period ended June 30, 1999. The increase was due primarily to increased staffing in various departments, including information technology, billing and customer care, accounting, human resources and other administrative functions, incurred in the preparation for commercial launch of Tritel PCS's network in 1999. Sales and marketing expenses include primarily the cost of sales and marketing salaries and benefits, local sales office expenses, and advertising and promotional expenses. Sales and marketing expenses increased from $20,000 in the first half of 1998 to $2.7 million for the same period in 1999. The increase was associated with the salary and benefits for sales and marketing personnel and for market development, including planning and leasing of sales offices and retail store locations. Tritel PCS expects to incur significant selling and marketing costs during the remainder of 1999 primarily related to sales commissions, promotional events and advertising incurred in connection with market launches in 1999. Depreciation and amortization expenses were $13,000 for the six-month period ended June 30, 1998, compared to $2.4 million for the six-month period ended June 30, 1999. The 1999 expenses related primarily to the amortization of Tritel PCS's roaming and license agreements with AT&T Wireless and the SunCom trademark, as well as the depreciation of computer hardware, software, furniture, fixtures, and office equipment. Non-Operating Income and Expenses Interest income increased from $27,000 for the six-month period ended June 30, 1998 to $5.3 million for the six-month period ended June 30, 1999. This significant increase was a result of Tritel PCS's investment of the cash received from equity investors of $113.6 million, advances under its bank facility of $200.0 million and gross proceeds from the sale of senior subordinated discount notes of approximately $200.2 million. Tritel PCS's short-term cash investments consist primarily of U.S. Government securities with a dollar-weighted average maturity of 90 days or less. Financing costs were $2.2 million for the six-month period ended June 30, 1999. These costs were associated with the January 1999 conversion by Digital PCS of debt to equity in Airwave Communications. Interest expense was $5.1 million for the six-months ended June 30, 1999 and consisted of interest on debt in excess of the amount capitalized for the purpose of completing the network buildout. All interest for the six months ended June 30, 1998 was capitalized because all debt for that period was applied to the network buildout. For the six months ended June 30, 1999, Tritel PCS recorded a deferred income tax benefit of $6.0 million. No valuation allowance was considered necessary for this deferred tax asset, principally due to the existence of a deferred tax liability which was recorded upon the closing of the AT&T transaction on January 7, 1999. Prior to this date, the predecessor company was a limited liability corporation and was not subject to income taxes. YEARS ENDED DECEMBER 31, 1996, DECEMBER 31, 1997 AND DECEMBER 31, 1998 Operating Expenses Plant expenses were $4,000, $104,000 and $1.9 million for the years ended December 31, 1996, 1997 and 1998, respectively. These expenses were primarily related to an increase in engineering and operating staff devoted to the design and implementation of future operations of Tritel PCS's network. 26 Tritel PCS expects the majority of its future plant expenses will consist of costs relating to operating the network including the cost of interconnection to wireline and other wireless networks, cell site lease costs, network personnel and repair and maintenance. General and administrative expenses increased from $1.5 million in 1996, to $3.1 million in 1997 and $4.9 million in 1998. The increases were due to the development and growth of infrastructure and staffing relating to information technology, billing customer care, financial reporting and other administrative functions incurred in the preparation for commercial launch of Tritel PCS's network in 1999. Management's strategy of stressing the importance of customer care will cause the customer care department to become a larger part of ongoing general and administrative expenses. Billing costs will increase as the number of customers increases. Tritel's general and administrative expenses also increased because of the expenses incurred in raising capital for the buildout and development of the network and certain start-up costs. Sales and marketing expenses increased from $5,000 in 1996 to $28,000 in 1997 and $452,000 in 1998. These increases were associated with the salary and benefits for sales and marketing personnel and for market development, including planning and leasing of regional offices. Management expects to incur significant selling and marketing costs, including commissions, promotional events and advertising, as Tritel PCS prepares to launch markets in 1999. Depreciation and amortization expenses were $2,000 in 1996 compared to $20,000 in 1997 and $348,000 in 1998. These expenses in 1998 related to the depreciation of furniture, fixtures and office equipment, as well as the amortization of deferred charges. Non-Operating Income and Expenses Interest expense, net of interest income, for 1998 was $722,000. The interest expense related to licenses retained by Digital PCS. During July 1998, Tritel PCS recorded an extraordinary loss of $2.4 million on the forgiveness of debt related to the return of C-Block spectrum allowed by the FCC under restructuring guidelines. LIQUIDITY AND CAPITAL RESOURCES The buildout of the Tritel PCS network and the marketing and distribution of its products and services will require substantial capital. Tritel PCS currently estimates that its capital requirements for the period from inception through the end of 2001, assuming substantial completion of the Tritel PCS network buildout to cover 80% of the Pops in the aggregate by the end of 2001, will total approximately $1.0 billion. Tritel PCS estimates those capital requirements will be met as follows: Bank facility $ 462.3 Senior subordinated discount notes 200.2 Government financing 47.5 Cash equity 163.4 Non-cash equity 157.9 ---------- Total estimated capital requirements $ 1,031.3 ========== On January 7, 1999, Tritel PCS entered into a loan agreement that provides for a senior bank facility with a group of lenders for an aggregate amount of $550 million of senior secured credit. The bank facility provides for: o a $250 million reducing revolving credit facility maturing on June 30, 2007, o a $100 million term credit facility maturing on June 30, 2007, and o a $200 million term credit facility maturing on December 31, 2007. Up to $10 million of the facility may be used for letters of credit. Tritel PCS estimates that $462.3 million of the $550 million bank facility will be drawn through the end of 2001 for capital requirements. The terms of the bank facility will permit Tritel PCS, subject to certain terms and 27 conditions, including compliance with certain leverage ratios and satisfaction of buildout and subscriber milestones, to draw up to $550 million to finance working capital requirements, capital expenditures or other corporate purposes. As of June 30, 1999, Tritel PCS could have borrowed up to a total of approximately $550 million pursuant to the terms of the bank facility. See "Description of Certain Indebtedness -- Bank Facility." On May 11, 1999, Tritel PCS issued senior subordinated discount notes with a principal amount at maturity of $372.0 million. These notes were issued at a substantial discount from their principal amount at maturity for proceeds of $200.2 million. No interest will be paid or accrued on the notes prior to May 15, 2004. Thereafter, the notes will bear interest at the stated rate. The notes mature on May 15, 2009. Airwave Communications and Digital PCS received preferential financing from the U.S. Government for the C and F-Block licenses, which were contributed to Tritel, Inc. in exchange for Series C Preferred Stock. As a result, Tritel, Inc. is obligated to pay $47.5 million to the U.S. Government under the terms of preferential financing terms. The debt relating to the C-Block licenses requires interest only payments for the first six years of the term and then principal and interest payments in years seven through ten. The debt relating to the F-Block licenses requires interest only payments for the first two years of the term and then principal and interest payments in years three through ten. In connection with the consummation of the joint venture with AT&T Wireless, Tritel, Inc. received unconditional and irrevocable equity commitments from institutional equity investors in the aggregate amount of $149.2 million in return for the issuance of Series C Preferred Stock. On January 7, 1999, approximately $99.4 million of these commitments were funded. The remaining equity commitments of $49.8 million are required to be funded on September 30, 1999. Additionally, on January 7, 1999, Tritel, Inc. received $14.2 million of cash in exchange for the issuance of Series C Preferred Stock from Airwave Communications and Digital PCS. Non-cash equity consists of: o Series A Preferred Stock and Series D Preferred Stock valued at $137.0 million issued to AT&T Wireless on January 7, 1999 in exchange for the licenses it contributed and for entering into exclusivity, license and roaming agreements, o Series C Preferred Stock valued at $18.3 million issued to Airwave Communications and Digital PCS on January 7, 1999 in exchange for the net assets it contributed, and o Series C Preferred Stock valued at $2.6 million issued to Central Alabama Partnership on January 7, 1999 in exchange for the net assets it contributed. Tritel PCS believes that the proceeds from the senior subordinated discount notes, together with the financing made available to it by the FCC, the availability under its bank facility and the equity investments it has received or that have been committed, will provide it with sufficient funds to build out its existing network as planned. Although management estimates that it will have sufficient funds available from its existing financing sources to build out 80% of its licensed Pops, it is possible that additional funding will be necessary. As stated above, Tritel PCS currently estimates that its capital requirements, including capital expenditures, the cost of acquiring licenses, working capital, debt service requirements and anticipated operating losses, for the period from inception through the end of 2001, assuming substantial completion of the Tritel PCS network buildout to cover 80% of the licensed Pops in the aggregate by the end of 2001, will total approximately $1.0 billion. Tritel PCS estimates those capital requirements will be applied as follows: 28 Acquisition of PCS licenses and exclusivity, license and roaming agreements $ 192.9 Capital expenditures 529.9 Cash interest and fees 134.4 Working capital 174.1 -------- Total estimated use of capital $1,031.3 ======== Tritel, Inc. has applied $192.9 million in capital for the acquisition of the PCS licenses and the agreements with AT&T Wireless relating to exclusivity, license and roaming. This amount includes the acquisition of PCS licenses from AT&T Wireless, Central Alabama Partnership, Airwave Communications and Digital PCS. The cash portion of this capital requirement of $14.7 million was paid by Airwave Communications and Digital PCS as a downpayment on the purchase of the C and F-Block licenses. Management estimates that capital expenditures associated with the buildout will total approximately $529.9 million from inception through the end of 2001, including a commitment to purchase a minimum of $300 million in equipment and services from Ericsson. Costs associated with the network buildout include switches, base stations, towers and antennae, radiofrequency engineering, cell site acquisition and construction, and microwave relocation. The actual funds required to build out Tritel PCS's network may vary materially from these estimates, and additional funds could be required in the event of significant departures from the current business plan, unforeseen delays, cost overruns, unanticipated expenses, regulatory expenses, engineering design changes and other technological risks. As of June 30, 1999, Tritel, Inc. had expended $50.7 million in capital expenditures. Tritel, Inc. estimates that cash interest and fees through 2001 will total $134.4 million, including fees relating to the offering of the senior subordinated discount notes. This amount represents interest and fees on the senior bank facility and interest on the preferential financing from the U.S. Government for the C and F-Block licenses. Cash interest will not be paid on the senior subordinated discount notes until 2004. As of June 30, 1999, Tritel, Inc. has paid $15.6 million for interest and fees and has incurred fees of approximately $9 million relating to the offering of the senior subordinated discount notes. During May 1999, Tritel PCS notified Digital PCS of its intent to exercise its option to purchase from Digital PCS licenses covering an additional 2.0 million Pops for approximately $15 million, which will consist of $3.0 million of Series C Preferred Stock and the assumption of $12 million of FCC debt. These licenses will be transferred to Tritel PCS after approval by the FCC. Tritel PCS has committed to grant an option to AT&T Wireless or its designee for the purchase of these licenses. If AT&T Wireless does not exercise its option to purchase these licenses and Tritel PCS decides to build out the markets, Tritel PCS would require additional capital, probably including both debt and equity of at least $110 million for additional capital expenditures and to cover operating cash flow losses and working capital requirements. However, Tritel PCS can not buildout and operate these markets using the AT&T brand name without permission from AT&T. In summary, from the inception of the Airwave Communications and Digital PCS through June 30, 1999, Tritel PCS has used $27.5 million in operating activities. Those activities have consisted mainly of plant expenses, general and administrative expenses and sales and marketing expenses totalling over $26 million. Additionally, net interest expense during that same period by Tritel PCS totaled almost $2.5 million. Also for that period, Tritel PCS has used over $84 million in investing activities. The investing activities have consisted of over $50 million spent so far on property and equipment, about $14.7 million spent to obtain FCC licenses, $7.5 million loaned to ABC Wireless to obtain licenses for Tritel PCS and $10.5 million in interest on the debt to finance the FCC licenses and the network buildout. Tritel PCS has received almost $509.7 million in cash from financing activities. $400.2 million has been received to date from the bank facility and the senior subordinated discount 29 notes. Additionally, Tritel PCS and its predecessor companies, Airwave Communications and Digital PCS, have received $115.6 million in capital, net of costs, from the sale of preferred stock and membership interests in the predecessor companies. Tritel Finance, Inc. is a wholly owned finance subsidary of Tritel PCS. Tritel Finance owns all of Tritel PCS's infrastructure equipment located outside of Mississippi, and leases that equipment to Tritel Communications, Inc., a wholly owned operating subsidary of Tritel PCS. These intercompany leases are treated as operating leases. PCS infrastructure equipment located within Mississippi is owned by Tritel Communications, Inc. PENDING LICENSE ACQUISITION On March 23, 1999, the FCC commenced a re-auction of the C-, D-, E- and F- Block licenses that had been returned to the FCC under an FCC restructuring order or that had been forfeited for noncompliance with FCC rules or for default under the related FCC financing. Tritel PCS participated in this re-auction along with AT&T Wireless and Triton PCS through ABC Wireless, L.L.C., an entity formed for this purpose. ABC Wireless was eligible to participate in the C-Block re-auction as a "very small business" under applicable FCC rules. ABC Wireless agreed to bid on licenses in markets designated by each of Tritel PCS, AT&T Wireless and Triton PCS, and each of them agreed to purchase any licenses obtained by ABC Wireless in the markets designated by them. Before the re-auction, Tritel PCS loaned $7.5 million to ABC Wireless to fund Tritel PCS's participation in the re-auction. In the re-auction, ABC Wireless was successful in bidding for an additional 15 to 30 MHz of spectrum covering a total of 5.7 million Pops, all of which are already covered by Tritel PCS's existing licenses. Nashville and Chattanooga are the largest cities covered by the additional licenses. The total bid price for these additional licenses was $7.8 million. Tritel PCS will apply its $7.5 million loan to ABC Wireless and pay cash for the balance, to pay for these licenses. As a result of the re-auction, Tritel PCS will hold PCS licenses for spectrum in excess of 45 MHz in several small cities in its markets. FCC rules limit PCS providers to a total of 45 MHz of spectrum in any given market. In order to hold a license for more than 45 MHz, Tritel PCS would have to obtain the consent of the FCC. Tritel PCS believes that it will be able to obtain the necessary consents, or the FCC will approve the disaggregation of the spectrum and the transfer to Tritel PCS of a portion of the licenses so that the total held by Tritel PCS does not exceed 45 MHz. During July 1998, Tritel PCS took advantage of a reconsideration order by the FCC allowing companies holding C-Block PCS licenses several options to restructure their license holdings and associated obligations. Tritel PCS elected the disagregation option and returned one-half of the broadcast spectrum originally acquired for each of the C-Block license areas. As a result, Tritel PCS reduced the carrying amount of the related licenses by one-half, or $35.4 million, and reduced the discounted debt and accrued interest due to the FCC by $33.0 million. As a result of the disaggregation election, Tritel PCS recognized an extraordinary loss of approximately $2.4 million. YEAR 2000 Many currently installed computer systems and software applications are encoded to accept only two digit entries in the year entry of the date code field. Beginning in the year 2000, these codes will need to accept four digit year entries to distinguish 21st century dates from 20th century dates. Tritel PCS has implemented a Year 2000 program to ensure that its computer systems and applications will function properly after 1999. Tritel PCS believes that it has allocated adequate resources for this purpose and expects to successfully complete its Year 2000 compliance program on a timely basis, although there can be no certainty that this will be the case. Tritel PCS does not expect to incur material expenses or meaningful delays in completing its Year 2000 compliance program. Tritel PCS has sought to acquire and implement computer systems and software that already have the ability to process Year 2000 data. Therefore, Tritel PCS does not expect a need to convert any 30 existing systems or software for Year 2000 compliance. Ericsson has represented that the software within its PCS equipment will be able to process calendar dates falling on or after January 1, 2000. However, Tritel PCS cannot be certain that the Year 2000 software of this equipment will be compatible with the other software it uses. The ability of Ericsson, or any other third parties with whom Tritel PCS transacts business, to adequately address its Year 2000 issues is outside of Tritel PCS's control. It is possible that Tritel PCS's failure, or a third party's failure, to adequately address Year 2000 issues will adversely affect Tritel PCS's business and operating results. Because Tritel PCS has sought to acquire systems and software that are Year 2000 compliant, it does not have a contingency plan. Management will continue to monitor the risk associated with Year 2000 processing, as well as its vendors' Year 2000 compliance and will develop a contingency plan if the circumstances warrant such a plan. RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("FAS 131"). FAS 131 requires that a public business enterprise report financial and descriptive information about its reportable operating segments. The statement defines operating segments as components of enterprises about which separate financial information in available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Tritel PCS adopted SFAS 131 and determined that there are no separate reportable segments, as defined by the standard. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FAS 133"). FAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. FAS 133 will significantly change the accounting treatment of derivative instruments and, depending upon the underlying risk management strategy, these accounting changes could affect future earnings, assets, liabilities, and shareholders' equity. Tritel, Inc. and Tritel PCS are closely monitoring the deliberations of the FASB's derivative implementation task force. With the issuance of Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133, which delayed the effective date of FAS 133, Tritel, Inc. and Tritel PCS will be required to adopt FAS 133 on January 1, 2001. Presently, Tritel, Inc. and Tritel PCS have not yet quantified the impact that the adoption will have on the consolidated financial statements of Tritel, Inc. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Tritel PCS is exposed to market risk from changes in interest rates which could impact results of operations. Tritel PCS manages interest rates through a combination of fixed and variable rate debt. Tritel PCS has entered into interest rate swap agreements as a risk management tool, not for speculative purposes. See Note 23 of Notes to Consolidated Financial Statements. At June 30, 1999 Tritel PCS has $200 million of Term B Notes under its bank facility, which carried a rate of 9.45%; $372 million of the original senior subordinated discount notes, due 2009; $38.0 million of 7%, discounted to yield 10%, debt to the FCC, due in quarterly installments from 2003 to 2006; and $9.5 million of 61/8%, discounted to yield 10%, debt to the FCC, due in quarterly installments from 2000 to 2008. Tritel PCS's senior subordinated discount notes and FCC debt are fixed interest rate and as a result Tritel PCS is less sensitive to market rate fluctuations. However, Tritel PCS's Term B Notes outstanding and other amounts available to Tritel PCS under its bank facility agreement are variable interest rate. Beginning in May 1999, Tritel PCS entered into interest rate swap agreements with 31 notional amounts totaling $200 million to manage its interest rate risk under the bank facility. The swap aggreements establish a fixed effective rate of 9.05% on the current balance outstanding under the bank facility through the earlier of March 31, 2002 or the date on which Tritel PCS achieves operating cash flow breakeven. Market risk, due to potential fluctuations in interest rates, is inherent in swap agreements. The following table provides information about Tritel PCS's market risk exposure associated with changing interest rates on its fixed rate debt at maturity value of the debt (dollars in millions):
EXPECTED MATURITY -------------------------------------------------------------------------- 1999 2000 2001 2002 2003 Thereafter Total ---- ---- ---- ---- ---- -------- -=--- Long-term fixed rate debt -- $0.9 $1.0 $1.1 $9.7 $406.8 $419.5 Average interest rate -- 6.1% 6.1% 6.1% 6.9% 12.2% --
Collectively, Tritel PCS's fixed rate debt has a carrying value of $245.1 million at June 30, 1999. The carrying amount of fixed rate debt is believed to approximate fair value because a portion of such debt was discounted to reflect a market interest rate at inception and the remaining portion of fixed rate debt was issued in May 1999 and therefore approximates fair value due to its recent issuance. Tritel PCS is also exposed to the impact of interest rate changes on it's short-term cash investments, consisting of U.S. Treasury obligations and certain other investments with the highest credit ratings or fully guaranteed or insured by the U.S. government, all of which have average maturities of three months or less. As with all investments, these short-term investments carry a degree of interest rate risk. Tritel PCS is not exposed to fluctuations in currency exchange rates since its operations are entirely within the United States. 32 ORGANIZATION OF TRITEL, INC. AND TRITEL PCS Prior to January 7, 1999, Tritel, Inc.'s operations were conducted through Airwave Communications, formerly Mercury PCS, LLC, and Digital PCS, formerly Mercury PCS II, LLC. Airwave Communications was formed in July 1995 by Messrs. Mounger, Martin and Sullivan who are officers and directors of Tritel, Inc. and Tritel PCS, and various other investors as a small business, as defined by the FCC, to participate in the FCC's C-Block PCS spectrum auction. Airwave Communications acquired six 30 MHz licenses in the C-Block covering approximately 2.5 million Pops in northern Alabama. Digital PCS was similarly formed in July 1996 as a very small business, as defined by the FCC, to participate in the FCC's D-, E- and F-Block PCS spectrum auctions. Digital PCS acquired 32 10 MHz licenses in the D-, E- and F-Blocks covering approximately 9.1 million Pops in Alabama, Florida, Kentucky, Louisiana, Mississippi, New Mexico and Texas. Tritel, Inc. was formed as a Delaware corporation in 1998. On May 20, 1998, Tritel, Inc., Airwave Communications and Digital PCS entered into a Securities Purchase Agreement with AT&T Wireless and other parties, which provided for the joint venture arrangement with AT&T Wireless. On January 7, 1999, the parties consummated the joint venture. Under the AT&T Wireless joint venture, AT&T Wireless contributed to Tritel PCS A- and B-Block licenses covering approximately 9.1 million licensed Pops, and Airwave Communications and Digital PCS contributed to Tritel PCS their C-Block licenses and certain of their E- and F-Block licenses covering 6.6 million licensed Pops. In addition, Central Alabama Partnership, an unrelated party, contributed C-Block licenses covering 475,000 Pops in Montgomery, Alabama to Tritel PCS. The Pops contributed by Airwave Communications and Digital PCS include 1.7 million Pops that overlap with those contributed by AT&T Wireless. All of the Central Alabama Pops also overlap with those held by Tritel PCS. As a result, Tritel PCS holds PCS licenses covering 14.0 million Pops. In exchange for the licenses contributed by AT&T Wireless and intangible benefits of the transaction, Tritel, Inc. issued $137.1 million of Series A Preferred Stock and Series D Preferred Stock to AT&T Wireless. In exchange for the licenses contributed by Airwave Communications and Digital PCS and additional cash equity of $11.2 million and $3.0 million contributed by them, respectively, Tritel, Inc. issued $25.6 million of Series C Preferred Stock to Airwave Communications and $6.8 million of Series C Preferred Stock to Digital PCS. Central Alabama received $2.6 million of Series C Preferred Stock in exchange for its licenses and certain other assets. In addition, Tritel, Inc. raised $149.2 million of cash equity from institutional equity investors, $99.4 million of which has already been funded and $49.8 million of which is committed to be funded, under the institutional investors' irrevocable and unconditional commitments, on September 30, 1999. In sum, Tritel, Inc. has received cash and non-cash equity funding and irrevocable commitments totaling $321.3 million. 33 BUSINESS OVERVIEW Tritel PCS is a member of the AT&T Wireless Network and intends to become a leading provider of PCS services in the south-central United States. In May 1998, Tritel entered into a joint venture with AT&T Wireless PCS, Inc., a wholly owned subsidiary of AT&T Corp., to become the exclusive provider of AT&T Wireless mobile PCS services in virtually all of a contiguous area covering approximately 14.0 million Pops in Alabama, Georgia, Kentucky, Mississippi and Tennessee. In each of its markets, Tritel PCS will use the AT&T brand name with equal emphasis to the SunCom brand. This joint venture is part of AT&T's strategy to expand its PCS coverage in the United States. As a result of the joint venture, Tritel PCS will be able to enter its markets in a co-branding arrangement using the AT&T brand and logo, which Tritel PCS believes to be among the most respected and recognized in the world. Tritel PCS expects to offer its customers immediate, virtually nationwide roaming over the AT&T Wireless Network. Tritel PCS also expects to benefit from the nationwide advertising and promotional activities of AT&T Wireless and AT&T, and from AT&T Wireless's vendor discounts on various products and services, including handsets and infrastructure equipment. Supplementally, Tritel has entered into an agreement with two other AT&T affiliates, Triton PCS and TeleCorp PCS, to operate with those affiliates under a common regional brand name, SunCom, throughout an area covering approximately 43 million Pops primarily in the south-central and southeastern United States. Tritel PCS believes this arrangement will allow the SunCom participants to establish a strong regional brand name within their markets and to achieve advertising and marketing cost savings. AT&T Wireless operates the largest digital wireless network in North America. Its network consists of AT&T Wireless's existing digital and analog systems, PCS systems being constructed by four joint venture partners, including Tritel PCS, and systems currently operated by third parties with which AT&T Wireless has roaming agreements. In the aggregate, these systems covered 96% of the total Pops throughout the United States as of December 31, 1998. In forming this joint venture, AT&T Wireless contributed licenses covering approximately 9.1 million of our 14.0 million total licensed Pops. In exchange for its licenses and the other benefits to us from the joint venture, AT&T Wireless received 17.09% of our fully diluted common equity interest, with a stated vaue of $137.1 million. Airwave Communications and Digital PCS contributed PCS licenses covering 6.6 million licensed Pops. These contributed Pops include 1.7 million Pops that overlap with those contributed by AT&T Wireless, resulting in our holding PCS licenses covering a total of 14.0 million Pops. In exchange for their licenses and $14.2 million of cash, Airwave Communications and Digital PCS received a total of $32.4 million of our equity. In addition, we have raised $149.2 million of cash equity from institutional equity investors, $99.4 million of which has already been funded and $49.8 million of which is committed to be funded, under the investors' irrevocable and unconditional commitments on September 30, 1999. Central Alabama Partnership contributed to us 475,000 overlapping Pops in Montgomery, Alabama in exchange for $2.6 million of equity. Tritel PCS's licenses authorize it to provide PCS services in the following major population and business centers, including: MARKET 1998 POPS ------ --------- Nashville, TN 1,675,700 Louisville, KY 1,448,400 Birmingham, AL 1,297,800 Knoxville, TN 1,074,000 Lexington, KY 893,400 Jackson, MS 657,800 Mobile, AL 653,900 34 Tritel PCS believes that a substantial majority of its licensed Pops are located in areas that have demographic characteristics well-suited to the provision of wireless telecommunications services, with favorable commuting patterns and rapidly growing business environments. THE TRITEL PCS NETWORK The Tritel PCS network will offer advanced PCS services on a local and regional basis and in many other markets throughout the United States. Tritel PCS intends to offer contiguous market coverage using its own network facilities, the regional markets covered by the SunCom brand alliance and the AT&T Wireless Network, all of which use a common technology platform, IS-136 Time Division Multiple Access, or TDMA. Tritel PCS believes that IS-136 TDMA will provide its subscribers with excellent voice quality, fewer dropped calls than existing analog systems and virtually nationwide roaming over the AT&T Wireless Network. To maximize the commercial utility of IS-136 TDMA, Tritel PCS will offer its customers tri-mode handsets, which can automatically pass or "hand-off" calls between IS-136 TDMA systems and analog or TDMA-based digital cellular systems throughout the nation. Several major wireless telecommunications service providers in North America have selected IS-136 TDMA for their digital PCS networks, including AT&T Wireless, SBC Communications, BellSouth, United States Cellular Corporation and Canada's Rogers Cantel Mobile Communications Inc. BellSouth currently provides IS-136 TDMA service within many of Tritel PCS's markets. TRITEL PCS'S OWN NETWORK FACILITIES. Tritel PCS intends to provide coverage to approximately 80% of its licensed Pops by the end of 2001. Tritel PCS has begun its initial network buildout, including initial radiofrequency design and cell site acquisition, in the concentrated population centers within its markets. Tritel PCS expects to commence PCS service in Jackson, Mississippi during the third quarter of 1999, Louisville and Lexington, Kentucky, Nashville and Knoxville, Tennessee during the fourth quarter of 1999, and in Birmingham and Mobile, Alabama during the second quarter of 2000. Tritel PCS is designing its PCS network to offer efficient and extensive coverage within its markets. Tritel PCS's cell site acquisition strategy is to co-locate as many of its cell sites as possible on existing towers and other transmitting or receiving facilities. Tritel PCS believes this strategy will reduce its site acquisition costs and minimize delays due to zoning and other local regulations. Tritel PCS plans to launch service only after comprehensive and reliable coverage can be maintained within a particular market. Tritel PCS expects that there will be areas within its market that it will ultimately build out, but where it will not, at least initially, have coverage. In these areas of its markets, Tritel PCS will have the immediate benefit of AT&T Wireless's existing roaming arrangements with other carriers to provide service. If it can obtain better rates than those offered by AT&T Wireless, Tritel PCS may seek direct roaming agreements with some local carriers providing compatible service. These "intra-market roaming agreements" will permit Tritel PCS's customers to use their handsets in these areas with less likelihood of dropped calls. These agreements will also allow Tritel PCS to launch its service at a lower level of capital expenditures than would otherwise be required, without adversely impacting the service it will be able to offer its customers. THE SUNCOM BRAND ALLIANCE. Tritel has entered into an agreement with two other AT&T Wireless affiliates, Triton PCS and TeleCorp PCS, to create a common regional market brand, SunCom, and to provide for sharing certain development, research, advertising and support costs. This regional brand alliance holds PCS licenses that cover approximately 43 million Pops in primarily the south-central and southeastern United States from New Orleans, Louisiana to Richmond, Virginia. To ensure that all SunCom customers will receive the same high quality service throughout the SunCom region, all three SunCom affiliates: o have agreed to build out their respective networks, adhering to the same AT&T Wireless quality standards, 35 o have agreed to use tri-mode handsets with IS-136 TDMA technology, and o are expected to enter into roaming agreements. THE AT&T WIRELESS NETWORK. AT&T Wireless is one of the largest providers of wireless telecommunications services, with over 9.7 million total wireless subscribers worldwide, including 5.1 million digital wireless subscribers worldwide, as of December 31, 1998. AT&T Wireless also has the largest digital wireless network in North America. Through the AT&T Wireless Network, AT&T Wireless and Tritel PCS can provide virtually nationwide coverage for wireless services. Tritel PCS will be the exclusive provider of mobile PCS services for the AT&T Wireless Network within Tritel PCS's markets, except for 790,000 mostly rural Pops in Kentucky. AT&T Wireless has granted Tritel PCS a license to co-brand with the AT&T logo and other service marks in Tritel PCS's business. Tritel PCS also has established roaming, purchasing, engineering and other arrangements with AT&T Wireless. These arrangements will provide Tritel PCS customers immediate, virtually nationwide roaming on the AT&T Wireless Network. JOINT VENTURE AND STRATEGIC ALLIANCE WITH AT&T Tritel PCS's joint venture with AT&T Wireless is part of AT&T's strategy to expand its IS-136 TDMA digital wireless coverage in the United States. AT&T's four affiliate agreements, including its joint venture with Tritel PCS, will provide features and functionality within its national coverage area. The relationship with AT&T Wireless is valuable to Tritel PCS because, among other reasons, the relationship enables Tritel PCS to market its PCS service using what Tritel PCS believes to be one of the world's most respected and recognizable brands, AT&T. Tritel PCS also expects to take advantage of the virtually nationwide coverage of the AT&T Wireless Network and the extensive national advertising of AT&T Wireless and AT&T. As part of the Tritel PCS-AT&T Wireless alliance, AT&T Wireless contributed licenses for approximately 9.1 million of Tritel PCS's 14.0 million total licensed Pops. In exchange for the AT&T contributed Pops and the other benefits provided for in the agreements governing the joint venture, AT&T Wireless received a 17.09% fully diluted common equity interest in Tritel PCS, consisting of preferred stock with a stated value of $137.1 million. AT&T Wireless contributed licenses provide for the right to use 20 MHz of authorized frequencies in the geographic areas covered by those licenses. In order to create these licenses, AT&T Wireless partitioned and disaggregated the original 30 MHz A- and B-Block PCS licenses it received in these markets. AT&T Wireless has retained 10 MHz of spectrum in Tritel PCS's coverage area and has the right to offer any non-competing services on that spectrum. Tritel PCS believes that its spectrum is sufficient for its coverage areas. BUSINESS STRATEGY Tritel PCS plans to employ the following strategies to develop its PCS business: LEVERAGE THE BENEFITS OF ITS AT&T WIRELESS AFFILIATION. Tritel PCS will exploit the following benefits of its AT&T affiliation to distinguish itself from other PCS providers in its markets, to increase its revenues and to reduce its operating costs: Use of AT&T Brand and Logo. Tritel PCS believes the AT&T brand is among the most recognized brands in the United States. Management believes that branding has become increasingly important as the consumer base for wireless services has expanded. The AT&T brand affiliation will be the highest point of emphasis in marketing Tritel PCS's PCS services. Tritel PCS expects that, wherever possible, advertisements, handsets, product packaging, billing statements and in-store retail displays will prominently display the AT&T logo in equal emphasis with the SunCom logo. Tritel PCS may not use the AT&T logo on the exterior of its retail stores. Exclusive Provider of PCS to AT&T Wireless Customers. Tritel PCS will be the exclusive provider of mobile PCS services for the AT&T Wireless Network within Tritel PCS's markets, 36 except for 790,000 mostly rural Pops in Kentucky. Tritel PCS will provide PCS services to customers located in Tritel PCS's markets responding to AT&T's national advertising and to AT&T's national account customers located in Tritel PCS's markets. Additionally, Tritel PCS will supply roaming services in its markets to customers of AT&T Wireless and other AT&T joint venture partners. Nationwide Roaming. Tritel PCS expects to offer its customers immediate, virtually nationwide roaming on the AT&T Wireless Network. Tritel PCS believes many of the roaming arrangements negotiated by AT&T Wireless are at rates more favorable than Tritel PCS would be able to negotiate on its own. AT&T Sales Efforts. AT&T currently employs a sales force for long distance and other AT&T services of approximately 275 representatives within Tritel PCS's markets. Tritel PCS expects to piggyback on AT&T's sales efforts to provide PCS services to those AT&T customers in its markets seeking wireless services as part of their AT&T service package. Access to AT&T Wireless Products and Services. As an affiliate of AT&T Wireless, Tritel PCS expects to benefit from AT&T Wireless-related discounts on purchases of various products and services including handsets and infrastructure equipment. Although there is currently no written agreement, Tritel PCS has access to engineering, technical support and other AT&T Wireless support services and expects to benefit from AT&T Wireless's research into new TDMA features. DISTRIBUTE THROUGH COMPANY STORES. Tritel PCS's distribution strategy will focus principally on direct distribution through company-owned retail stores. Tritel PCS expects that the company stores will help foster higher quality customer contact, resulting in higher sales and penetration, lower customer acquisition costs and lower customer churn than can typically be achieved through indirect distribution channels. Tritel PCS currently plans to open 54 company stores to service the markets being launched in 1999 and 2000. Tritel PCS also plans to employ a direct sales force to target small to medium-sized businesses. In addition, management believes that the ability to perform over-the-air activation of service will lead to expanded opportunities to gain subscribers through alternative channels for sales and marketing. ENHANCE BRAND AWARENESS THROUGH THE SUNCOM BRAND ALLIANCE. Tritel PCS intends to promote the SunCom brand through joint marketing efforts with its SunCom affiliates. The overlapping media markets of the affiliates should allow the affiliates to advertise effectively on a regional basis. The alliance intends to produce advertising materials jointly and to seek sponsorship of sporting and other events to create awareness of the SunCom brand. The alliance will also be more likely to achieve minimum volume requirements that could not have been met individually in purchasing customized products bearing the SunCom logo. In addition, Tritel PCS will engage in its own independent marketing efforts under the SunCom brand, including stand-alone media campaigns. Thus, Tritel PCS will have the flexibility to be a part of a regional brand alliance and also market more heavily in its home markets according to its own schedule for launching its PCS services. CAPITALIZE ON MANAGEMENT EXPERTISE AND LOCAL MARKET KNOWLEDGE AND PRESENCE. Tritel PCS's and its subsidiaries' management have extensive experience in successfully building out and managing wireless communications systems. Several executives of Tritel PCS and its subsidiaries have served as senior managers at major wireless telecommunications providers, including United States Cellular Corporation, Nextel Communications, Western Wireless Corporation and MobileComm. A number of key members of Tritel PCS's and its subsidiaries' management teams also have experience managing and operating competitive wireless markets within Tritel PCS's footprint. Tritel PCS intends to combine its local market knowledge with the AT&T and SunCom brands to create strong ties with subscribers and their communities. Additionally, Tritel PCS's and its subsidiaries' decentralized management structure with regional managers, company stores and local direct sales 37 force should enable Tritel PCS to respond effectively to individual market changes. Tritel PCS believes that its local market presence, local promotional efforts and customer service focus, combined with strong consumer recognition of the AT&T brand, will enable it to gain market share and achieve a favorable competitive position. EMPHASIZE ADVANTAGES OF PCS TECHNOLOGY. Tritel PCS will seek to differentiate its PCS capability from that of its analog cellular competitors by focusing on the services, features and benefits that digital technology offers, including superior voice quality, longer battery life, more secure communications, short text and numeric messages, voice mail, message waiting indicator, caller ID and single number service. The IS-136 TDMA technology, unlike the CDMA and GSM digital technologies, allows for the simultaneous use of digital control channel and analog voice channels. This feature may offer analog operators an economic means with which to provide digital data features without the need to upgrade their entire analog systems. Tritel PCS expects that its customers will roam on a number of analog cellular systems having digital control channels that will provide digital data features and which are operated by roaming partners of Tritel PCS and AT&T Wireless. SERVICES AND FEATURES Tritel PCS will seek to provide reliable, high quality service at affordable prices. The following features and services are currently available to IS-136 TDMA users, and Tritel PCS expects to offer them to its customers: SUPERIOR VOICE QUALITY AND TECHNOLOGY. Tritel PCS plans to use enhanced IS-136 TDMA equipment, which is capable of providing superior voice quality. EXTENDED BATTERY LIFE. Tritel PCS's handsets will have a battery life that is significantly longer than the battery life on existing analog cellular systems, because of the supporting digital control channel. The IS-136 TDMA technology standard allows a handset to draw significantly less battery power while accessing a digital control channel by entering into sleep mode, which alerts the handset of an incoming call and thereby extends the length of time a battery can be used without having to be recharged. Analog cellular systems, on the other hand, must stay in constant contact with a cell site in order to receive an incoming call. MORE SECURE CALLS. Through the use of an authentication key, the digital technology eliminates the need for personal identification numbers. Digital technology also offers enhanced privacy of calls than is available on analog systems. Because each voice signal is converted into a stream of data bits, which are encoded and then separated, calls are more difficult to decode. SHORT MESSAGING AND SOPHISTICATED CALL MANAGEMENT. These services include a set of advanced features for receiving short text and numeric messages and managing calls such as short text messages, voice mail, message waiting indicator, caller ID, call rejection, call routing and forwarding, three-way calling and call waiting. TRI-MODE HANDSETS. The tri-mode phone handsets that Tritel PCS will offer to its customers can operate in analog mode on the 850 MHz bandwidth, in digital mode on the 1900 MHz bandwidth and also with a digital control channel and analog voice channel on the 850 MHz bandwidth. These handsets, which are designed for use on an IS-136 TDMA system such as Tritel PCS's, enable a user to initiate a call on a digital cellular or PCS network and then be handed off, without interruption, to an analog network if the user roams to a location where digital coverage is unavailable. A user may also initiate a call on an analog network and have that call handed off to a TDMA-based digital cellular network. Tritel PCS currently plans to offer tri-mode handsets manufactured by Nokia and Ericsson, and expects to offer additional handsets of other manufacturers as they become available. The Nokia and Ericsson models are capable of providing advanced digital PCS services and features that meet the operability and feature set requirements with which Tritel PCS is required to comply under the AT&T Wireless joint venture. Tritel PCS expects that all handsets and their packaging will prominently display the AT&T and SunCom logos with equal emphasis. 38 SINGLE NUMBER SERVICE. This service can transfer all incoming calls between primary landline and wireless locations automatically. When a customer's handset is activated, Tritel PCS's network can route all incoming calls to the customer's wireless number. When the handset is deactivated, all calls can be directed to the customer's primary landline location. This service will make it possible for customers to receive all of their calls and text messages through a single telephone number, enhancing the "anytime, anywhere" functionality of Tritel PCS's wireless communications network. ADVANCED DATA FEATURES. Tritel PCS expects to launch its PCS service offering voice and short messaging services only. However, the IS-136 TDMA technology and tri-mode handsets are capable of handling more complex data exchange features, which include electronic mail, internet access, and access to stock quotes, sports scores and weather reports. Tritel PCS will continue to explore providing these services based on consumer demand. CUSTOMIZED BILLING. Tritel PCS plans to offer special billing services that cater to the needs of consumers, including simplified monthly billing statements and flexible billing cycles. Tritel PCS believes that simple, accurate bills are necessary to support the customer's perception of quality service. In addition, Tritel PCS intends to offer customized billing options, including debit billing, enabling customers to charge calls against pre-paid accounts, threshold billing, which will limit customers to a pre-selected level of charges per month and neighborhood/zonal billing, which will provide service at reduced charges within certain home areas. Tritel PCS will also be able to offer "Wireless Office Services" to corporate customers, which can include zonal billing for all usage and four-digit dialing within the wireless office. The wireless communications industry continues to undergo substantial technological innovation. As a result, Tritel PCS expects new services and features to become commercially available for IS-136 TDMA systems in the future. Tritel PCS plans to make those services and features available to its customers. MARKETING AND DISTRIBUTION Tritel PCS's overall marketing strategy will be to emphasize the AT&T brand name, the benefits of digital technology, the breadth of Tritel PCS's coverage and its focus on customer service, all of which will be provided at competitive prices. Tritel PCS will employ a sales and marketing approach with highly definable and measurable goals, which will focus on the use of company stores as a method of building a customer base. COMPANY STORES. Tritel PCS's company-owned and operated retail stores will be modeled after AT&T Wireless's retail stores, with the exception that Tritel PCS may not use the AT&T logo on the outside of its store fronts. Sales representatives in company stores will receive in-depth training on the advantages of PCS and the AT&T Wireless and SunCom alliances. Management also believes that in-store customer education on PCS services and features will increase customer satisfaction and usage. The company stores are intended to be customer destinations in response to advertising and promotions, rather than impulse stops. Company stores are being designed to facilitate demonstration of the benefits of Tritel PCS's PCS services and features. The decentralized nature of the stores will enable sales representatives to emphasize flexible rate plans and the different advantages to customers on a market-by-market basis. In addition, emphasis will be placed on the virtually nationwide roaming and service features attributable to the IS-136 TDMA technology and the tri-mode handsets. Tritel PCS intends to locate company stores on heavy traffic arteries, in high visibility areas, and near high profile anchor retailers. Nearly all of the company stores will be located in retail shopping centers and the stores are expected to range from 1,200 to 2,000 square feet. Tritel PCS plans to open 28 company stores in 1999 and an additional 26 stores in 2000 to service the markets being launched by the end of 2000. 39 DIRECT SALES FORCE. Tritel PCS will also use a direct sales force. Tritel PCS's sales agents will be assigned to specific regions within its markets using company stores as bases of operations. Sales agents will receive training on the advantages of PCS and will be provided with product and service research, proposal writing and competitor analysis information. The Tritel PCS sales force will seek to coordinate with AT&T to offer bundled telephony and related services. Tritel PCS plans to have an initial direct sales force of approximately 60 sales people to cover the markets expected to be launched in 1999. INDIRECT DISTRIBUTION CHANNELS. To augment its direct distribution efforts, Tritel PCS will seek to use mass retailers in its markets. Management believes that the AT&T brand recognition along with over-the-air activation capability will facilitate distribution through mass retailers. In the future, Tritel PCS may use other distribution techniques as well, including simplified retail sales processes and new, lower cost channels such as inbound telesales through a toll-free number, affinity marketing programs and Internet sales. Tritel PCS participates in the existing SunCom Internet website, which is located on the Internet at http://www.suncom.com. Management believes that there is a high correlation between Internet users and wireless telecommunications users. The SunCom website is expected to provide for direct sales to customers, as well as product and service information and customer service. Customers on the SunCom website will be directed to the appropriate SunCom affiliate based on the geographic location of the customer. Internet-based services and features, such as the ability to e-mail a message to a SunCom subscriber's handset, will also be explored. Over-the-air activation will permit direct shipment to customers and remote activation. Additionally, customers located in Tritel PCS's markets seeking to subscribe for PCS services on the AT&T Wireless Internet website will be referred through a toll-free number to Tritel PCS for their PCS services. FOCUS ON LOCAL ADVERTISING AND PROMOTION. Tritel PCS plans to advertise and promote its PCS services and products through various local media and consumer education programs, including local television, radio, print, billboard and direct mail. To reach a broad base of potential subscribers, Tritel PCS will combine mass marketing efforts and direct marketing approaches to build and promote the AT&T Wireless and SunCom brands locally, generate sales and retain customers. Further, as markets are launched, Tritel PCS will offer various promotional programs designed to entice new subscribers, including special limited term and introductory rate and feature programs, product demonstrations and special events. In addition to its local marketing strategies, Tritel PCS expects that the national promotional efforts by AT&T and AT&T Wireless will increase interest and sales through Tritel PCS's distribution channels. Tritel PCS believes AT&T Wireless's national "customer pull" strategies for promotion will encourage potential customers to visit Tritel PCS's company stores and local retailers to seek out the branded service. PROMOTIONS TO TARGET SPECIFIC SUBSCRIBER TYPES. Tritel PCS plans to create distinct marketing programs for different customer segments, including high volume wireless users, home business operators, corporate accounts and casual wireless users. For each segment, Tritel PCS expects to create a specific marketing program including a service package, pricing plan and promotional strategy. Management believes that by tailoring its service packages and marketing efforts to specific market segments, customers will perceive a higher value in relation to the cost of service, will be more inclined to use Tritel PCS's service, and will have increased customer loyalty and higher levels of customer satisfaction. Tritel PCS expects to employ sophisticated marketing and database systems to enable personalization of services for individual customers and implementation of a proactive customer retention program. The deployment of these systems should enable Tritel PCS to better identify attractive niche opportunities and provide feedback on the effectiveness of its marketing campaigns. PRICING. Management believes that a service- and feature-based strategy, as opposed to a rate-based strategy, will be more successful in acquiring and retaining subscribers. As part of a decentralized marketing strategy, Tritel PCS will offer its retail subscribers and national and corporate 40 account subscribers volume and service based rate plans that are responsive to market trends. Tritel PCS's billing system has the technology and capacity to enable Tritel PCS to offer numerous pricing plans to its customers. Tritel PCS will also offer its customers prepaid debit pricing and neighborhood/zonal pricing options. Tritel PCS is not required to use any published AT&T Wireless pricing plan in its markets, although it may choose to do so. Tritel PCS will evaluate existing pricing plans of other service providers, including AT&T's Digital OneRate- plan, and will consider offering such plans to its customers. Tritel PCS may also offer promotions such as free incoming calls for the first minute in order to encourage customers to give out their phone numbers. CUSTOMER SERVICE OPERATIONS. Tritel PCS's customer service strategy is predicated upon building strong relationships with customers, beginning with the subscriber's handset purchase. Subscribers who purchase handsets from company stores will be able to activate service immediately through an in-store representative of Tritel PCS. Subscribers purchasing their handsets from independent retailers will be able to activate service by using the handset to call a customer service representative of Tritel PCS. Either way, the subscriber will be able to obtain immediate credit approval or establish a debit billing plan, select service features and a rate plan and set up a billing program. Tritel PCS also plans to offer special billing services that cater to the needs of consumers, including simplified monthly billing statements and flexible billing cycles. Tritel PCS expects future enhancements to include on-line billing and account information. AT&T Wireless and the SunCom affiliates, including Tritel PCS, will exchange information and share best practices in order to provide customers with better customer care. TRITEL PCS'S MARKETS Tritel PCS's markets are situated principally in Alabama, Georgia, Kentucky, Mississippi and Tennessee. The major population centers in Tritel PCS's markets include the cities of Nashville, Louisville, Birmingham, Knoxville, Lexington, Jackson and Mobile. Tritel PCS's licenses will complement the PCS and cellular coverage areas of AT&T Wireless. Tritel PCS anticipates that its footprint of licensed Pops will contribute to reduced operating expenses due to its contiguous nature. Tritel PCS believes that a substantial majority of its licensed Pops are located in areas that have demographic characteristics that are well-suited to the provision of wireless telecommunications services with favorable commuting patterns and rapidly growing business environments. Four state capitals are included within Tritel PCS's markets. There are over 2,500 total miles of interstate highway within Tritel PCS's markets. Tritel PCS believes that the significant network of interstate highways within its markets will lead to increased mobile communications usage. - ---------- - - "Digital OneRate" is a registered service mark of AT&T Corp. 41 The following table sets forth certain key demographic information for Tritel PCS's markets: SELECT DEMOGRAPHIC STATISTICS GROWTH IN POPS MARKET 1998 POPS 1990-1998 (%) - -------------------------------------- ------------- ---------------- Nashville, TN 1,675,700 17.24% Louisville, KY 1,448,400 7.05 Birmingham, AL 1,297,800 8.12 Knoxville, TN 1,074,000 13.28 Lexington, KY 893,400 9.47 Jackson, MS 657,800 6.87 Mobile, AL 653,900 10.01 Chattanooga, TN 548,400 7.34 Huntsville, AL 496,400 12.87 Montgomery, AL 475,300 7.85 Biloxi, MS 382,000 12.42 Tupelo-Corinth, MS 312,500 7.13 Clarkesville, TN/Hopkinsville, KY 260,800 18.28 Tuscaloosa, AL 253,100 6.39 Bowling Green--Glasgow, KY 244,200 9.65 Dothan--Enterprise, AL 217,500 3.47 Greenville--Greenwood, MS 210,500 (1.59) Meridian, MS 205,900 2.95 Florence, AL 183,500 6.01 Gadsden, AL 183,500 5.46 Hattiesburg, MS 181,000 11.80 Columbus-Starkville, MS 171,000 2.76 Owensboro, KY 164,700 4.84 Anniston, AL 164,000 1.30 Decatur, AL 142,800 8.51 Corbin, KY 142,200 10.92 Opelika--Auburn, AL 136,900 10.40 Cookeville, TN 132,400 12.59 Somerset, KY 123,900 11.12 Rome, GA 122,300 6.26 Dalton, GA 116,300 17.95 McComb--Brookhaven, MS 110,100 2.61 Atlanta counties (Carroll, Haralson) 108,000 NA Cleveland, TN 96,100 9.95 Laurel, MS 81,300 2.78 Selma, AL 74,100 (0.54) Natchez, MS 71,800 (1.91) La Grange, GA 70,100 9.19 Vicksburg, MS 61,700 4.05 Madisonville, KY 46,300 0.43 Montgomery, MS (Memphis MTA) 12,300 0.59 --------- ----- Total 14,003,900 10.19% ========== ===== National Total Pops and Average Growth in Pops for all BTAs 276,675,000 9.55% =========== ===== - ---------- Source: 1999 Cellular/PCS Pop Book, Kagan 42 The major metropolitan centers within Tritel PCS's markets are Louisville, Nashville, Birmingham, Knoxville, Lexington, Jackson and Mobile. LOUISVILLE. Greater Louisville, which is Tritel PCS's largest market with approximately 2.3 million people, including Lexington, encompasses several counties in Kentucky and southern Indiana. Greater Louisville is also at the cross roads of three major highways, I-64, I-65 and I-71, as well as four major railways. The Greater Louisville area is a leading manufacturing center, particularly for automobiles and durable goods with an increasing emphasis on services, particularly transportation and health care. Major employers include United Parcel Service, General Electric, Ford Motor, Columbia/HCA Healthcare and Humana Inc. NASHVILLE. Nashville, Tennessee's capital, has a population of approximately 1.7 million people and is a vital transportation, business, educational and tourist center for the U.S. The population of the ten-county area comprising Nashville grew by 27% between 1980 and 1996 to 1,250,300, or 23% of Tennessee's total population. Additionally, Nashville International Airport is served by a number of the major U.S. carriers. Nashville is a major rail transportation hub connecting 19 states and is a convergence point for three major interstate highways, I-40, I-65 and I-24. Major employers include Vanderbilt University and Medical Center, Columbia/HCA Healthcare, Saturn Corporation, Nissan Motor Corp., Ford Motor Company, BellSouth, Bankers Trust, SunTrust, Kroger and Ingram Industries. BIRMINGHAM. Birmingham has a population of approximately 1.3 million people. The four-county Birmingham area, which includes six colleges and universities, anchors Alabama's business and cultural life with 21% of the state's population, 23% of the total business establishments, 24% of the retail sales and 31% of the payroll dollars. Three major highways pass through Birmingham, I-20, I-59 and I-65. Major employers include University of Alabama at Birmingham, Baptist Health System, Bruno's, SouthTrust Bank, BellSouth, Wal-Mart, Alabama Power Company, Blue Cross-Blue Shield of Alabama and American Cast Iron Pipe. KNOXVILLE. Knoxville is a growing city with a population of approximately 1.1 million people and a solid economic foundation. Job growth since 1997 has been 3.3%, significantly higher than the national average of 1.9%. Knoxville is centrally located in the eastern United States and is served by three major interstate highways, I-40, I-75 and I-81. Major manufacturing companies in the area include Clayton Homes, DeRoyal Industries, Robertshaw Controls and Matsushita Electronic Corp. JACKSON. Jackson has a population of approximately 658,000 people and is home to six colleges and universities. Two major interstate highways, I-20 and I-55, pass through Jackson. Key industries include automobile parts manufacturing, aircraft parts manufacturing, telecommunications, healthcare delivery, government, transportation and poultry processing. MOBILE. Mobile has a population of approximately 654,000 people and is a regional center for medical care, research and education. Its port is one of the nation's leading facilities for coal and forest product exports. Two major highways, I-10 and I-65, pass through Mobile. Major employers include BellSouth, Coca-Cola Bottling Company, International Paper Company, DuPont Mobile Manufacturing and the University of South Alabama. 43 NETWORK BUILDOUT Tritel PCS has begun its initial buildout, including the radiofrequency design and cell site acquisition, in the concentrated population centers within its markets. Tritel PCS has commenced its PCS service in the Jackson and Vicksburg, Mississippi market and anticipates commencing PCS service during 1999 and 2000 in the following markets: EXPECTED MARKET LAUNCH DATE 1998 POPS - --------------------------------- ------------------------- ------------ Jackson and Vicksburg, MS Launched September 1999 719,500 Louisville and Lexington, KY 4th Quarter 1999 2,341,800 Nashville and Clarksville, TN / 4th Quarter 1999 1,936,500 Hopkinsville, KY Knoxville, TN 4th Quarter 1999 1,074,000 Chattanooga and Cleveland, TN / 4th Quarter 1999 760,800 Dalton, GA Huntsville and Decatur, AL 4th Quarter 1999 639,200 Montgomery, AL 1st Quarter 2000 475,300 Birmingham, AL 2nd Quarter 2000 1,297,800 Mobile, AL 2nd Quarter 2000 653,900 Tupelo, MS 2nd Half 2000 312,500 Tuscaloosa, AL 2nd Half 2000 253,100 Meridian, MS 2nd Half 2000 205,900 Hattiesburg, MS 2nd Half 2000 181,000 Anniston, AL 2nd Half 2000 164,000 Tritel PCS intends to build out its PCS network to provide coverage to 80% of the licensed Pops by the end of 2001. Tritel PCS is focusing initially on the concentrated population and business centers of the major metropolitan areas and the adjoining interstate highways. Thereafter, Tritel PCS intends to build out cities with fewer than 375,000 Pops and will continue to build out interstate and state highways. Tritel PCS intends to launch service only after a significant portion of the planned buildout for a given major city has been completed. In addition, prior to launching service, Tritel PCS intends to perform extensive field testing to ensure comprehensive and reliable coverage within a particular market. Bechtel Corporation is providing the overall project and construction management of the design, site acquisition, installation and testing of its PCS transmission system. Bechtel is a respected world leader in providing engineering project and construction management services. The contract with Bechtel is based on specified hourly fees. Initial Radiofrequency Design. Two radiofrequency engineering firms, Galaxy Personal Communications Services, Inc., a wholly owned subsidiary of World Access, Inc., for the Mississippi, Alabama, Georgia and eastern Tennessee sites, and Wireless Facilities, Inc., for the Nashville, Tennessee and the Louisville and Lexington, Kentucky sites, are performing the initial radiofrequency design for the network. Based upon their engineering designs, Galaxy and Wireless Facilities determine the required number of cell sites to operate the network and identify the general geographic areas in which they propose to locate each of the required cell sites. Tritel PCS's network is being designed to provide 90% in-building service reliability in urban areas, 88% in-building service reliability in suburban areas and 90% in-car service reliability in rural areas. The initial radiofrequency design has been completed for all markets that Tritel PCS expects to launch in 1999 and a majority has been completed for the markets that Tritel PCS expects to launch in 2000. Site Identification, Acquisition and Construction. Tritel PCS has arrangements with two firms, Spectrasite Communications, Inc. and GeoTrans Wireless, to identify and acquire the sites on which it 44 will locate the towers, antennae and other equipment necessary for the operation of its PCS system. After Galaxy and Wireless Facilities identify the general geographic area in which to locate cell sites, Spectrasite and GeoTrans survey potential sites to identify two potential tower sites within each geographic location. Galaxy and Wireless Facilities evaluate the alternative sites within each of the identified geographic areas, giving consideration to various engineering criteria as well as the desirability of the site from an economic point of view. The contracts with Spectrasite and GeoTrans are based upon specified hourly fees. Tritel PCS can obtain a cell site in three ways: (1) co-location; (2) construction of a tower by an independent build-to-suit company; or (3) construction of a tower by Tritel PCS itself. First preference in site acquisition is being given to sites on which Tritel PCS can co-locate with another wireless company or companies by leasing space on an existing tower or building. The advantages of co-location are that there are lower construction costs to Tritel PCS associated with the building of a tower and any zoning difficulties have likely been resolved. Second preference is being given to sites where Tritel PCS would be able to arrange for the construction of a tower on a build-to-suit basis by an independent tower construction company who would acquire the site, build the tower and lease it back to Tritel PCS. The principal advantage of this method is that it reduces Tritel PCS's capital expenditures, although operating expenses will reflect the required lease payments. Third preference is being given to those greenfield sites that Tritel PCS would acquire and then arrange for the construction of a tower that it would own. Tritel PCS expects that it will need approximately 1,275 cell sites in order to achieve 80% coverage of the licensed Pops. Based on its work to date, Tritel PCS expects that approximately 70% will be co-locates on existing sites, 25% will be built-to-suit by tower construction companies and 5% will be constructed by Tritel PCS. Microwave Relocation. Prior to the FCC's auction of PCS licenses in the 1850-1970 MHz frequency bandwidths, these frequencies were used by various fixed microwave operators. The FCC has established procedures for PCS licensees to relocate these existing microwave paths, generally at the PCS licensee's expense. Tritel PCS has engaged Wireless Facilities to relocate the microwave paths that currently use its bandwidth. Under its arrangement with Tritel PCS, Wireless Facilities is performing spectrum analysis, identifying which paths require relocation, presenting a cost analysis and time frame for the relocation and, ultimately, performing the relocation of those microwave paths. Tritel PCS expects to relocate approximately 200 spectrum paths, of which approximately 120 paths already have been relocated. Including cost sharing for relocations performed by other PCS licensees and cost sharing reimbursements by other PCS licenses paid to Tritel PCS, Tritel PCS expects to spend a net total of approximately $25 million for microwave relocation. Tritel PCS plans to complete the microwave relocation for all 1999 launch cities by August 1999 and does not expect any delays to its scheduled service launches. Mobile Switching Centers. In order to cover its approximately 14.0 million Pops, Tritel PCS will utilize six switching centers located in six of its major markets Louisville, Nashville, Birmingham, Knoxville, Mobile and Jackson. Except for the Mobile location, the locations for the switching centers have been leased and are currently being constructed or renovated. The Mobile location is expected to be leased and built on a timely basis in conjunction with the scheduled launch for that market. Each switching center will serve several purposes, including, among others, routing calls, managing call handoff, managing access to landlines and providing access to voice mail. Network Operations Center. Tritel PCS will utilize Ericsson's Network Operations Center located in Richardson, Texas during the initial buildout and deployment of Tritel PCS's network in order to launch service earlier and reduce its initial capital expenditures. The Network Operations Center's 45 function is to monitor the network on a real-time basis for, among other things, alarm monitoring, power outages, tower lighting problems and traffic patterns. Tritel PCS plans to build and operate its own Network Operations Center at its switch facilities in Jackson, Mississippi by 2001. Interconnection. Tritel PCS's digital PCS network will connect to the landline telephone system through local exchange carriers. Tritel PCS has entered into an interconnection agreement with BellSouth and plans to enter into interconnection agreements with smaller local exchange carriers within its markets. Additionally, Tritel PCS has entered into a long distance agreement with AT&T providing for preferred rates for long distance services. Network Communications Equipment. Tritel PCS has entered into an exclusive equipment supply agreement with Ericsson under which it will purchase the radio base stations, switches and certain other related PCS transmission equipment, software and services necessary to establish its PCS network. Ericsson has assigned a dedicated project management team to assist Tritel PCS in the installation and testing of the equipment that will comprise Tritel PCS's PCS transmission system. Tritel PCS has agreed that, during the term of the agreement, Ericsson shall be the exclusive provider to Tritel PCS of certain PCS transmission equipment, materials and services within Tritel PCS's markets. Tritel PCS has agreed to purchase at least $300 million of equipment over a five-year period. TDMA Technology Standard. One of the most important decisions for a PCS operator is the selection of the network technology standard. Standards are important in allowing compatability among different wireless systems, permitting a customer to roam throughout various operators' systems using the same telephone handset. There are three primary digital wireless standards: IS-136 TDMA, CDMA or GSM. Tritel PCS has chosen IS-136 TDMA as its digital technology standard to offer the highest quality service, a full range of features and services and to ensure compatibility with systems constructed by AT&T Wireless, which also uses IS-136 TDMA. IS-136 TDMA offers well-developed features, integrated software systems and equipment that is commercially available. Wireless providers that have selected IS-136 TDMA for their digital networks include AT&T Wireless, SBC Communications, BellSouth and Rogers Cantel. For this reason, IS-136 TDMA is expected to be widely available in the United States, Canada and South America. COMPETITION There are two established cellular providers in each of Tritel PCS's markets. These providers have significant infrastructure in place, often at low historical cost, have been operational for many years, have substantial existing subscriber bases and have substantially greater capital resources than Tritel PCS. In addition, in most of Tritel PCS's markets, there are at least three PCS providers currently offering commercial service or likely to begin offering service before Tritel PCS will. Tritel PCS will also face competition from paging, dispatch and conventional mobile radio operations, as well as SMR and ESMR, including those ESMR networks operated by Nextel and its affiliates in Tritel PCS's markets. Tritel PCS will also be competing with resellers of wireless services. Tritel PCS expects competition in the wireless telecommunications industry to be dynamic and intense as a result of the entrance of new competition and the development of new technologies, products and services. 46 COMPETITION FROM OTHER PCS AND CELLULAR PROVIDERS. Tritel PCS may compete directly with five or more PCS and cellular providers in each of its markets. Principal PCS and cellular competitors in Tritel PCS's markets are BellSouth and its BellSouth Mobility subsidiary, Powertel, GTE, Sprint PCS, Century Telephone, PrimeCo and ALLTEL. The table set forth below shows the PCS and cellular entities that management believes currently to hold wireless licenses for a significant number of Pops within each of Tritel PCS's seven largest markets. The table also provides for each competitor information on the type of service, spectrum block, whether operational and technology standard that management believes to be currently applicable. The table does not reflect the recently concluded FCC re-auctioning of certain PCS licenses, which licenses have not yet been granted.
WIRELESS ANNOUNCED SERVICE AND PCS DIGITAL MARKET CARRIER SPECTRUM BLOCK OPERATIONAL STANDARD - ------------------ ---------------------- ----------------- ------------- ---------- Birmingham, AL GTE Cellular Yes CDMA (1,297,800 Pops) BellSouth Mobility Cellular Yes TDMA Sprint PCS PCS -- A Yes CDMA Powertel PCS -- B Yes GSM ALLTEL PCS -- D Yes CDMA Omnipoint PCS -- F No GSM Jackson, MS BellSouth Mobility Cellular Yes TDMA (657,800 Pops) Centurytel Cellular Yes Analog Powertel PCS -- A Yes GSM 21st Century Telesis PCS -- C No -- Sprint PCS PCS -- D No CDMA Bay Springs PCS -- E No -- PCSouth, Inc. PCS -- F Yes TDMA Knoxville, TN GTE Cellular Yes CDMA (1,074,000 Pops) U.S. Cellular Cellular Yes CDMA BellSouth Mobility PCS -- B Yes GSM Leap Wireless PCS -- C No CDMA Sprint PCS PCS -- D Yes CDMA Powertel PCS -- E No GSM Tennessee L.P. PCS -- F No -- Lexington, KY BellSouth Mobility Cellular Yes TDMA (893,400 Pops) GTE Cellular Yes CDMA Sprint PCS PCS -- B Yes CDMA Next Wave PCS -- C No CDMA Powertel PCS -- D Yes GSM Northcoast Oper Co. PCS -- F No --
47
WIRELESS ANNOUNCED SERVICE AND PCS DIGITAL MARKET CARRIER SPECTRUM BLOCK OPERATIONAL STANDARD - ------------------ -------------------- ----------------- ------------- ----------- Louisville, KY BellSouth Mobility Cellular Yes TDMA (1,448,400 Pops) GTE Cellular Yes CDMA Sprint PCS PCS -- B Yes CDMA Next Wave PCS -- C No CDMA Powertel PCS -- D/E Yes GSM Mobile, AL BellSouth Mobility Cellular Yes TDMA (653,900 Pops) GTE Cellular Yes CDMA Sprint PCS PCS -- A No CDMA PrimeCo PCS -- B Yes CDMA Mobile Tri-States PCS -- C Yes GSM ALLTEL PCS -- D Yes CDMA Nashville, TN BellSouth Mobility Cellular Yes TDMA (1,675,700 Pops) GTE Cellular Yes CDMA Sprint PCS PCS -- A Yes CDMA Leap Wireless PCS -- C No CDMA Powertel PCS -- D/E Yes GSM Omnipoint-Galloway PCS -- F No GSM
Tritel PCS considers its primary competitors to be BellSouth and Powertel. BellSouth, through its BellSouth Mobility subsidiary, provides analog and TDMA-based digital cellular services in markets that substantially overlap Tritel PCS's markets. BellSouth has deployed IS-136 TDMA technology in all of its digital markets in which it competes with Tritel PCS, except Knoxville where it has deployed the GSM standard. GTE, Tritel PCS's other principal cellular competitor, has begun to upgrade its network to provide digital cellular service. Powertel's PCS markets overlap nearly all of Tritel PCS's markets. Powertel has deployed the GSM digital technology standard in all of its PCS markets. The GSM technology currently does not permit roaming onto an analog cellular system without reconnecting the call. As a result, Powertel customers currently have to drop and reinitiate calls as they roam from Powertel's PCS service to the service of an analog cellular provider. FCC rules permit the partitioning and disaggregation of broadband PCS licenses into licenses to serve smaller service areas, which could allow other new wireless telecommunications providers to enter Tritel PCS's markets. It is also possible for an A-, B- or C-Block license holder to subdivide its 30 MHz license into several smaller components, such as 20 MHz and 10 MHz portions. If such an apportionment did occur, Tritel PCS could face additional PCS competition in certain of its markets. COMPETITION FROM OTHER TECHNOLOGIES. In addition to PCS and cellular operators and resellers, Tritel PCS may also face competition from other existing communications technologies, including enhanced specialized mobile radio. The ESMR system incorporates characteristics of cellular technology, including low power transmission and interconnection with the landline telephone network. A limited number of ESMR operators have recently begun offering short messaging, data services and voice messaging service on a limited basis. Nextel offers ESMR service in a number of Tritel PCS's markets. The integrated digital enhanced network technology that Nextel has deployed integrates the capabilities of three currently different devices: a dispatch radio, a cellular telephone and an alphanumeric pager. Nextel is offering service in Birmingham, Louisville, Knoxville and 48 Nashville, and Tritel PCS believes it is likely that Nextel will expand its service to other cities in Tritel PCS's markets. Within the area in which Tritel PCS competes, Southern Communications Services, Inc. also has begun to deploy ESMR cell sites over much of Georgia, Alabama and southeastern Mississippi. In the future, cellular and PCS offerings will also compete more directly with traditional landline telephone service operators, and may compete with services offered by energy utilities, and cable and wireless cable operators seeking to offer communications services through their existing infrastructure. Additionally, continuing technological advances in telecommunications, the availability of more spectrum and FCC policies that encourage the development of new spectrum-based technologies make it impossible to predict the extent of future competition. INDUSTRY OVERVIEW Wireless telecommunications products and services evolved from basic paging services to mass-market voice only analog cellular services and have now progressed to PCS, digital cellular and wireless data. Each new generation of wireless telecommunications products and services has generally been characterized by improved product quality, broader service offerings and enhanced features. Because PCS operators have selected different technologies and are targeting different market segments, no uniform definition of PCS exists. Rather, individual operators have implemented separate service strategies with a wide range of differentiation in service offerings and targeted markets. The provision of cellular telephone service began with providers utilizing the 850 MHz band of radio frequency in 1983 when the FCC began issuing two licenses per market throughout the United States. Since then, the demand for wireless telecommunications has grown rapidly, driven by the increased availability of services, technological advancements, regulatory changes, increased competition and lower prices. According to the Cellular Telecommunications Industry Association, the number of wireless subscribers in the United States, including cellular, PCS and SMR, has grown from approximately 200,000 at June 30, 1985 to over 55.9 million at December 31, 1998, which reflected a penetration rate of 25%. 49 The following graph and table set forth certain United States wireless industry statistics: U.S. WIRELESS SUBSCRIBERS DECEMBER 1985 -- DECEMBER 1998 SETNEW TABLE TO COME WAIT FOR DATA FROM CUSTOMER SERVICE
YEAR ENDED DECEMBER 31, ------------------------------------------------------------------------------------------ 1992 1993 1994 1995 1996 1997 1998 WIRELESS INDUSTRY STATISTICS (1) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total service revenues (in billions) $ 7.8 $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5 $ 33.1 Wireless subscribers at end of period (in millions) .............. 11.0 16.0 24.1 33.8 44.0 55.3 69.2 Subscriber growth .................. 46.0 % 45.1 % 50.8 % 40.0 % 30.4 % 25.6 % 25.1 % Average monthly revenues per subscriber ........................ $ 68.68 $ 61.49 $ 56.21 $ 51.00 $ 47.70 $ 42.78 $ 39.43 Ending penetration ................. 4.3 % 6.2 % 9.2 % 12.9 % 16.6 % 20.0 % 25.0 % Digital subscribers at end of period (in millions) .............. -- -- -- -- -- 6.5 18.3
- ---------- Source: Cellular Telecommunications Industry Association and Census Bureau Data. (1) Reflects domestic U.S. commercially operational cellular, ESMR and PCS providers. In 1993, the FCC allocated a portion of the radio spectrum, 1850-1990 MHz, for the provision of a new wireless communications service commonly known as PCS. The FCC has described PCS as radio communications that encompass mobile and ancillary communication that provide services to individuals and businesses and can be integrated with a variety of competing networks. The FCC's stated objectives in auctioning bandwidth for PCS were to foster competition to existing carriers, increase availability of wireless services to a broader segment of the public, and bring innovative technology to the U.S. wireless industry. From 1995 through 1997, the FCC conducted auctions in which industry participants were awarded PCS licenses for designated areas throughout the United States. INDUSTRY OUTLOOK. Wireless telecommunication technology developments are expected to evolve and continue to drive consumer growth as users demand more sophisticated services and products. Tritel PCS believes that wireless telecommunications penetration rates will increase as prices fall and 50 greater emphasis is placed on the development and use of mass retail distribution channels. Tritel PCS believes that the initial success of PCS operators in the United States, and the corresponding acceleration of wireless penetration overall, supports the forecasted rapid growth of PCS services. OPERATION OF PCS AND CELLULAR COMMUNICATIONS SYSTEMS. Wireless communications system service areas, whether PCS or cellular, are divided into multiple cells. In both PCS and cellular systems, each cell site contains a transmitter, a receiver and signaling equipment. The cell site is connected by microwave or landline telephone to a switch that uses computers to control the operation of the communications system for the entire service area. The system controls the transfer of calls from cell to cell as a subscriber's handset travels, coordinates calls to and from handsets, allocates calls among the cells within the system and connects calls to the local landline telephone system or to a long distance telephone carrier. Wireless communications providers establish interconnection agreements with local exchange carriers and interexchange carriers, thereby integrating their system with the existing landline communications systems. Because the signal strength of a transmission between a handset and a cell site declines as the handset moves away from the cell site, the switching office and the cell site monitor the signal strength of calls in progress. When the signal strength of a call declines to a predetermined level, the switching office tries to hand off the call to another cell site where the signal strength is stronger. If a handset leaves the service area of a PCS or cellular system, then the call will be disconnected unless there is a compatible technology capable of a roaming connection in the adjacent system that will enable a "hand off." Analog cellular handsets are functionally compatible with cellular systems in all markets within the United States. As a result, analog cellular handsets may be used wherever a subscriber is located, as long as a cellular system is operational in the area. Although 1900 MHz PCS and 850 MHz cellular systems utilize similar technologies and hardware, they operate on different frequencies and may use different technical and network standards. As a result, until the recent introduction of dual-mode handsets, it was not possible for users of one type of system to place calls on a different type of system outside of their service area, or to hand off calls from one type of system to another. PCS systems operate under one of three principal digital signal transmission technologies, or standards, that have been proposed by various operators and vendors for use in PCS systems: TDMA, CDMA or GSM. TDMA and GSM are both time division-based standards but are incompatible with each other and with CDMA. Accordingly, a subscriber of a system that utilizes TDMA technology is currently unable to use a tri-mode handset when traveling in an area not served by TDMA-based PCS operators, unless the handset permits the subscriber to use the analog cellular system in that area. DIGITAL VS. ANALOG TECHNOLOGY. 850 MHz cellular services transmit voice and data signals over analog-based systems, which use one continuous electronic signal that varies in amplitude or frequency over a single radio channel. Conversely, digital systems convert voice or data signals into a stream of digits that is compressed before transmission, enabling a single radio channel to carry multiple simultaneous signal transmissions. This increased capacity, along with enhancements in digital technology standards, allows digital-based wireless technologies to offer new and advanced services, such as greater call privacy and more robust data transmission features, such as "mobile office" applications, including facsimile, electronic mail, advanced text paging services and connecting portable computers with computer/data networks. PCS is an all-digital wireless telephony service, which differs from existing cellular and other CMRS networks in three primary aspects: o PCS operates in the 1850-1990 MHz frequency band while cellular and SMR operate in the 800-900 MHz frequency band. o PCS spectrum was auctioned in bands of 30 MHz or 10 MHz, while each initial cellular provider received 25 MHz of bandwidth and ESMR providers collected approximately 10 to 15 MHz in each market through a combination of allocations, auctions, acquisitions and management agreements. 51 o PCS operators are expected, but not required, to operate fully digital systems. Compared to analog cellular systems, digital systems, including PCS and digital cellular systems, offer superior voice quality, increased protection against eavesdropping and extended battery life due to the reduced power consumption of digital components. PCS AUCTIONS. In order to increase competition, promote improved quality and service, and make available the widest possible range of wireless telecommunications services to United States consumers, federal legislation was enacted in 1993 directing the FCC to allocate radio frequency spectrum for PCS by competitive bidding. In 1993, the FCC allocated 120 MHz of spectrum in the 2 GHz band for the provision of PCS. The 120 MHz of spectrum allocated for PCS was divided into three 30 MHz blocks, A-, B- and C- Blocks and three 10 MHz blocks, D-, E- and F- Blocks. Two different service areas have been designated: 51 MTAs for the A- and B-Blocks and 493 BTAs for the C-, D-, E- and F-Blocks. In March 1995, the FCC completed the A- and B-Block PCS auctions, resulting in the award of two 30 MHz licenses in all but three of the MTAs, which three were the subject of previous awards pursuant to the FCC's pioneer preference program. In May 1996, the FCC completed the C-Block auction, resulting in the award of one 30 MHz license in each of the BTAs where the applicant was found qualified to hold a license. In January 1997, the FCC completed the auctions for the D-, E- and F-Block PCS auctions, resulting in the award of three 10 MHz BTA licenses in each BTA where the applicant was found qualified to hold a license. The C- and F-Block licenses are reserved for Entrepreneurs while the A-, B-, D- and E- Block licenses are not restricted to any specific type of applicant. Certain C-Block PCS licensees have chosen to return all or a portion of their spectrum to the government pursuant to an FCC order permitting such licensees to restructure. Tritel PCS chose to return 15 MHz of spectrum for certain Pops in northern Alabama. On April 15, 1999, the FCC completed an auction of all C-Block spectrum, along with several D-, E- and F- Block licenses, which have either been returned pursuant to the restructuring order or otherwise forfeited for noncompliance with the rules or default under the government financing. Tritel PCS participated in this auction along with AT&T Wireless, TeleCorp PCS and Triton PCS. Tritel PCS made a loan of $7.5 million for bidding on licenses to ABC Wireless, L.L.C., an entity through which these parties participated in the auction. While Tritel PCS was unable to bid on the northern Alabama licenses which it returned to the FCC, it did bid on additional spectrum within its markets. FACILITIES Tritel PCS currently owns no real property. Tritel PCS has entered into leases for an aggregate of 44,000 square feet of office space in Jackson, Mississippi for use as Tritel PCS's principal executive offices. The leases have initial terms ranging from five years to ten years, with an option to renew for an additional five years. Tritel PCS has also entered into a lease for 16,000 square feet of office space in Flowood, Mississippi for use as a customer operations center. This lease has an initial term of five and one-half years, with an option to renew for an additional five years. Management expects that Tritel PCS's current executive office and customer operations office facilities will be sufficient through at least 2004. Tritel PCS has entered into leases in Jackson, Birmingham, Mobile, Nashville, Knoxville, Louisville, Lexington and elsewhere for regional project offices. Tritel PCS has leased mobile switching centers in Knoxville, Nashville, Birmingham, Louisville and Jackson and plans to enter into a lease for a switch center in Mobile. Each switching center will have a common design with up to 13,000 square feet of space. The lease term for the switch centers is generally in the range of ten to fifteen years, with Tritel PCS having an option to extend the term for five or ten years. These six switch centers are sufficient to cover all of Tritel PCS's markets and, accordingly, Tritel PCS does not expect to add switch centers in the future. Company retail stores will be located throughout Tritel PCS's markets. These stores will generally cover 1,200 to 2,000 square feet of space and the leases will generally be for an initial five year term, 52 with one or more five-year renewal options. Tritel PCS plans to open 28 company stores in 1999 and an additional 26 in 2000 to service all markets being launched in 1999 and 2000. Tritel PCS expects to lease approximately 95% of its cell sites, either through existing sites or built-to-suit sites. The cell site lease term is generally for five years with one or more five year renewal options. Maintenance of the site is typically included in the lease arrangement and performed by the lessor. Additionally, Tritel PCS is currently negotiating master lease agreements with other wireless providers and tower companies to lease space on their existing cell sites throughout Tritel PCS's markets. Tritel PCS expects that it will need to construct approximately 40 cell sites for its planned network buildout through 2000. PERSONNEL At June 30, 1999, Tritel PCS had 219 employees, including 59 in technical operations, 68 in marketing and sales operations, 33 in customer operations, 17 in management information systems, 14 in human resources and 28 in corporate and financial. Most of Tritel PCS's employees are located at the corporate and customer service operations locations in Jackson, Mississippi. Technical operations and market and sales operations personnel are located in each of the regional markets of Birmingham, Chattanooga, Huntsville, Knoxville, Louisville, Lexington, Mobile, Montgomery and Nashville. LEGAL PROCEEDINGS Department of Justice Investigation On April 25, 1997, Digital PCS, the predecessor-in-interest to Tritel PCS, received a civil investigative demand letter from the Antitrust Division of the Department of Justice requesting documents and information concerning its participation in the FCC's PCS auctions. The civil investigative demand was issued in connection with the Antitrust Division's investigation of allegations that Digital PCS and others improperly communicated competitively significant auction information through strategic bidding behavior. Other bidders reportedly received similar civil investigative demands. While the FCC was investigating this specific claim, it issued all but nine of the D-, E- and F-Block licenses awarded to Digital PCS in the January 1997 auctions. Subsequently, the FCC issued the remaining nine licenses to Digital PCS in November 1997 and assessed Digital PCS a $650,000 fine for apparent violations of FCC bidding rules in connection with Digital PCS's bidding practices. In August 1998, the FCC rescinded the $650,000 fine, finding that its rules were not sufficiently clear as to be enforceable against Tritel PCS. In November 1998, as part of a prearranged settlement, the Department of Justice simultaneously filed a lawsuit against, and entered into a consent decree with, Digital PCS and two other companies. The consent decree imposed no penalties and made no finding of wrongdoing. Pursuant to the terms of the decree, Digital PCS promised not to use so-called "trailing numbers" in its bids during future FCC auctions. However, the FCC recently modified its auction structure so that it is no longer possible for anyone to use trailing numbers in FCC auctions. While Tritel PCS was not a party to either the litigation or the consent decree, Tritel PCS intends to voluntarily abide by the terms of the consent decree. Other Proceedings Tritel PCS is subject to various claims arising in the ordinary course of business and is a party to various legal proceedings which constitute ordinary routine litigation incidental to Tritel PCS's business. In the opinion of management, all such matters in the aggregate are not expected to have a material adverse effect on Tritel PCS. 53 GOVERNMENT REGULATION OVERVIEW As a recipient of licenses acquired through the C-Block auction and the F-Block auction, Tritel PCS's ownership structure and operations are and will be subject to substantial FCC regulation. FCC AUTHORITY The Communications Act of 1934, as amended, grants the FCC the authority to regulate the licensing and operation of all non-federal government radio-based services in the United States. The scope of the FCC's authority includes: o allocating radio frequencies, or spectrum, for specific services; o establishing qualifications for applicants seeking authority to operate such services, including PCS applicants; o approving initial licenses, modifications thereto, license renewals, and the transfer or assignment of such licenses; o promulgating and enforcing rules and policies that govern the operation of spectrum licensees; o the technical operation of wireless services, interconnection responsibilities between and among PCS, other wireless services such as cellular, and landline carriers; and o imposition of monetary fines and for license revocation for any substantial violations of those rules and regulations under its broad oversight authority. With respect to market entry and the promotion of a competitive marketplace for wireless providers, the FCC regularly conducts rulemaking and adjudicatory proceedings to determine and enforce rules and policies potentially affecting broadband PCS operations. REGULATORY FORBEARANCE The FCC announced that it would forbear from applying several regulations to CMRS services, including its rules concerning the filing of tariffs for the provision of interstate services. Congress specifically authorized the FCC to forbear from applying such regulation in the Omnibus Budget Reconciliation Act of 1993. With respect to PCS, the FCC has stated its intent to continue monitoring competition in the PCS service marketplace. The FCC also concluded that Congress intended to preempt state and local rate and entry regulation of all CMRS providers, including PCS, but established procedures for state and local governments to petition the FCC for authority to continue or initiate such regulation. Thus far the FCC has denied all state petitions seeking to continue rate or entry regulation of CMRS. REGULATORY PARITY The FCC has adopted rules designed to create symmetry in the manner in which it regulates similar types of mobile service providers. According to these rules, all commercial mobile radio service, or CMRS, providers that provide substantially similar services will be subject to similar regulation. A CMRS service is one in which the mobile radio service is provided for a profit, interconnected to the public switched telephone networks, and made available to the public. Under these rules, providers of SMR and ESMR services are subject to regulations similar to those governing cellular and PCS carriers if they offer an interconnected commercial mobile service. COMMERCIAL MOBILE RADIO SERVICE SPECTRUM OWNERSHIP LIMIT The FCC has limited the amount of broadband CMRS spectrum, including cellular, broadband PCS and SMR, in which an entity may hold an attributable interest in a given geographic area to 45 MHz. For these purposes, only PCS and other CMRS licenses are attributed to an entity where its 54 equity exceeds certain thresholds, the entity is an officer or director of a broadband PCS, cellular or SMR licensee, or certain other relationships exist which cause an interest to be attributable. Thus, entities with attributable interests in cellular licenses, which are for 25 MHz, in certain markets cannot hold more than 20 MHz of PCS spectrum in the same markets. Tritel PCS's ability to raise capital from entities with attributable broadband CMRS interests in certain geographic areas is likely to be limited by this restriction. This restriction was challenged and although the U.S. Court of Appeals for the District of Columbia Circuit remanded the case to the FCC for further action, the FCC has affirmed the restriction. Although the case has not been resolved with finality, Tritel PCS has been advised by its special FCC counsel that the possibility of a material adverse effect accruing to Tritel PCS as a result of an unfavorable decision is remote. OTHER FCC REQUIREMENTS The FCC had been conducting rulemakings to address interconnection issues among CMRS carriers and between CMRS and local exchange carriers. These proceedings were significantly affected by the 1996 Act and FCC rulemakings conducted pursuant to the 1996 Act. The FCC has adopted rules that prohibit broadband PCS, cellular and certain SMR licenses from restricting the resale of their services. The FCC has determined that the availability of resale will increase competition at a faster pace by allowing new entrants to the wireless market quickly through the resale of their competitors' services while they are building out their own facilities. This prohibition is scheduled to expire in November, 2002. However, the FCC has received petitions requesting the FCC to extend the five-year period. Additionally, the FCC requires such carriers to provide roaming service to subscribers of other such carriers, through which traveling subscribers of other carriers may make calls after establishing a method of payment with a host carrier. The FCC has revised its rules to permit CMRS operators, including PCS licensees, to use their assigned spectrum to provide fixed local loop and other services on a co-primary basis with mobile services. The FCC is continuing its rulemaking proceeding to determine the extent to which such fixed services fall within the scope of CMRS regulation. The FCC has imposed number portability requirements on broadband PCS, cellular and certain SMR providers. The Commission's number portability rules requires that such licensees provide their customers with the ability to change carriers while retaining phone numbers. Specifically, by December 31, 1998, CMRS providers subject to the number portability requirements were required to have the capability of obtaining routing information, such as by querying the appropriate regional number portability database, administered by Lockheed Martin IMS, in order to deliver calls from their networks to ported numbers anywhere in the United States. Cellular and PCS licensees may accomplish this end by either contracting with a local exchange carrier or an interexchange carrier to query number portability databases, or investing in new equipment to deliver the ported calls. By November 24, 2002, these providers must be able to offer number portability without the impairment of quality, reliability, or convenience when switching service providers, including the ability to support roaming throughout their networks. The FCC has solicited further comment on the appropriate cost-recovery methods regarding long-term number portability. The FCC also requires cellular, PCS, and certain SMR carriers to transmit all wireless 911 emergency calls to Public Safety Answering Points without any credit checks or validation. The FCC also requires that such carriers must be capable of transmitting 911 calls from individuals with speech or hearing disabilities through means such as text telephone devices. Because of difficulties associated with achieving compatibility on digital wireless systems, the FCC granted a temporary waiver of this requirement for parties that requested such a waiver, including Tritel, on December 31, 1998. The FCC is reviewing the pending petitions for waiver. If Tritel's petition is not granted, it would be expensive and very difficult to comply. Since October 1, 1998, carriers using digital equipment, including Tritel PCS, have been required to relay the mobile telephone number of the originator of a 911 call as well as the location of the cell that is handling the call. By October 2001, carriers must be able to provide the Public Safety Answering Point with the location of the mobile caller within a radius of 125 meters. The FCC proceeding implementing these requirements is ongoing and these 55 requirements remain subject to further modification. The FCC has denied petitions to establish federal cost-recovery methods for the provision of emergency 911 services, leaving it to local governments to develop cost-recovery solutions tailored to meet local conditions and needs. In addition, the Commission has refrained from adopting any limitation of liability for carriers who transmit 911 calls placed by non-subscribers, deferring instead to state tort law. In August 1996, as revised in August 1997, the FCC adopted new guidelines and methods for evaluating the effects of radiofrequency emissions from transmitters including PCS mobile telephones and base stations. The new guidelines, which are generally more stringent than previous requirements, were effective immediately for hand-held devices and became effective for other devices on October 15, 1998. These guidelines have been challenged in federal court as insufficient to protect the public health. If the FCC is required to impose more stringent requirements as a result, it would adversely affect Tritel PCS's business. Wireless providers are subject to the Communications Assistance for Law Enforcement Act also known as the Wiretap Act, which is under the purview of the Department of Justice. The Wiretap Act is designed to ensure that law enforcement can conduct authorized wiretaps of communications utilizing advanced technologies. Adherence to The Wiretap Act requires carriers to have a specific number of open ports available for law enforcement personnel with the appropriate legal authority to perform wiretaps on the carrier's network. In addition, carriers are required to file their policies and procedures for complying with The Wiretap Act with the FCC. Full implementation of The Wiretap Act's assistance capability requirements, however, is not required until June 30, 2000 because the FCC has found that there is a lack of equipment available to meet these requirements. In addition, there is strong disagreement over the technical standards with which carriers must comply. The expense that will be imposed upon wireless carriers as a result of full implementation cannot be known until the technical standard is adopted. In September 1997, the FCC initiated a Notice of Inquiry into the service billing option calling party pays. This option would allow carriers to charge the party placing the call for wireless air time and all other applicable charges. Any such regulations in this area could have a significant impact on wireless carriers as it is believed that overall minutes of use for carriers would increase as the cost of incoming calls gets shifted to the calling party. However, before the FCC could implement such a billing option in this country there are several technological, legal and consumer protection issues which must be resolved. The primary issue surrounds the ability to alert landline subscribers placing a call to a mobile subscriber of premium charges resulting from the use of both a wireless and landline network. Secondarily is the issue of whether such a billing mechanism should even be regulated. Although the FCC favors adopting calling party pays, the issues surrounding this proceeding could take substantial time to resolve. OTHER FEDERAL REGULATIONS Wireless networks are subject to certain Federal Aviation Administration, Environmental Protection Agency and FCC guidelines regarding the location, lighting and construction of transmitter towers and antennas. In addition, the FCC has authority to enforce certain provisions of the National Environmental Policy Act as they would apply to Tritel PCS's facilities. Tritel PCS intends to use common carrier point-to-point microwave and traditional landline facilities to connect base station sites and to link them to their respective main switching offices. These microwave facilities have historically been separately licensed by the FCC on a first-come, first-served basis, although the FCC could decide to auction certain of such licenses, and are subject to specific service rules. Wireless providers also must satisfy a variety of FCC requirements relating to technical and reporting matters. One such requirement is the coordination of proposed frequency usage with adjacent wireless users, permittees and licensees in order to avoid radiofrequency interference between adjacent networks. In addition, the height and power of base station transmitting facilities and the type of signals they emit must fall within specified parameters. 56 STATE AND LOCAL REGULATION The scope of state regulatory authority covers such matters as the terms and conditions of interconnection between local exchange carriers and wireless carriers, customer billing information and practices, billing disputes, other consumer protection matters, environmental, zoning, and historical preservation, certain facilities construction issues, the bundling of services and equipment, and requirements relating to making capacity available to third party carriers on a wholesale basis. In these areas, particularly the terms and conditions of interconnection between local exchange carriers and wireless providers, the FCC and state regulatory authorities share regulatory responsibilities with respect to interstate and intrastate issues, respectively. Tritel PCS and its subsidiaries have been and intend to remain active participants in rulemaking and other administrative policy proceedings before the FCC and before state regulatory authorities. Proceedings with respect to the foregoing policy issues before the FCC and state regulatory authorities could have a significant impact on the competitive market structure among wireless providers and the relationships between wireless providers and other carriers. GENERAL PCS REGULATIONS In June 1994, the FCC allocated spectrum for broadband PCS services between the 1850 to 1990 MHz bands. Of the 120 MHz available for licensed PCS services, the FCC created six separate blocks of spectrum identified as the A-, B-, C-, D-, E- and F-Blocks. The A-, B- and C-Blocks are each allocated 30 MHz of spectrum, the D-, E- and F-Blocks are allocated 10 MHz each. For each block, the FCC adopted a 10-year PCS license term with an opportunity to renew. The FCC also allocated 20 MHz of spectrum within the PCS band for unlicensed use. The FCC adopted a rebuttable presumption that all PCS licensees are common carriers, subject to Title II of the Communications Act. Accordingly, each PCS licensee deemed to be a common carrier must provide services upon reasonable request and the rates, terms and conditions of service must not be unjustly or unreasonably discriminatory. STRUCTURE OF PCS BLOCK ALLOCATIONS The FCC defines the geographic contours of the licenses within each PCS block based on the major trading areas and basis trading areas. The FCC awarded A- and B-Block licenses in 51 major trading areas. The C-, D-, E- and F-Block spectrum were allocated on the basis of 493 smaller basis trading areas. In addition, there is a CMRS spectrum cap limiting all CMRS licensees to an aggregate of 45 MHz of PCS, cellular and SMR spectrum in any given market. All but three of the 51 total A-Block licenses and all 51 B-Block licenses were auctioned in 1995. Three A-Block licenses were awarded separately pursuant to the FCC's "pioneer's preference" program. The auctioned A- and B-Block licenses were awarded in June 1995. Spectrum in the C- and F-Blocks is reserved for entrepreneurs. The FCC completed its initial auction for the C-Block on May 6, 1996 and relicensed 18 C-Block licenses on which initial auction winners defaulted in a re-auction that ended on July 16, 1996. Before granting licenses won by a successful bidder, the FCC requires that such bidder submit a Long Form Application for each market in which it has submitted a winning bid. Airwave Communications filed its Long Form Application for the C-Block auction on May 22, 1996. This submission began an administrative process in which parties, or the Commission on its own motion, had an opportunity to challenge Airwave Communications' qualifications to be an FCC licensee. No member of the public challenged the Airwave Communications' applications and on September 17, 1996, the FCC granted licenses to Airwave Communications for all of its C-Block markets. On September 24, 1996, Airwave Communications paid to the U.S. Government the full amount of the downpayment required following the grant of C-Block licenses. The D-, E-, and F-Block licenses were auctioned simultaneously, with the auction closing on January 14, 1997. On January 23, 1997, Digital PCS paid to the U.S. Government the full amount of the downpayment required following the close of the D-, E- and F-Block auctions. On January 30, 57 1997, Digital PCS submitted its long form application for the licenses won at the D-, E- and F-Block auctions. The deadline for parties to challenge Digital PCS's applications was March 21, 1997. Although Digital PCS's applications were challenged, the FCC has granted licenses to Digital PCS. In December 1996, the FCC adopted rules permitting broadband PCS carriers to partition any service areas within their license areas and disaggregate any amount of spectrum within their spectrum blocks to entities that meet the eligibility requirements for the spectrum blocks. The purpose of the FCC's rule change was to permit existing PCS licensees and new PCS entrants to have greater flexibility to determine how much spectrum and geographic area they need or desire in order to provide PCS service. Thus, A-, B-, D- and E-Block licensees may sell or lease partitioned or disaggregated portions of their licenses at any time to entities that meet the minimum eligibility requirements of the Communications Act. C- and F-Block licensees may only sell or lease partitioned or disaggregated portions of their licenses to other qualified entrepreneurs during the first five years of their license terms, and such entities would take over partitioned service areas subject to separately established installment payment obligations. After five years, licenses are freely transferable, subject to unjust enrichment penalties. If transfer occurs during years six through ten of the initial license term to a company that does not qualify for auction preferences, such a sale would be subject to immediate payment of the outstanding balance of the government installment payment debt as a condition of transfer. A transfer to a company which qualifies for a lower level of auction preferences will be subject to partial repayment of bidding credits and installment payments as a condition of transfer. Additionally, such a sale may be subject to full repayment of the bidding credits. The FCC's rules concerning whether C and F Block licenses must repay the bid credit as a condition of transfer during years six through ten is currently under review. THE 1996 ACT On February 8, 1996, the President signed the 1996 Act, which effected a sweeping overhaul of the Communications Act. In particular, the 1996 Act substantially amended Title II of the Communications Act, which governs telecommunications common carriers. The policy underlying this legislative reform was the opening of the telephone exchange service markets to full competition. The 1996 Act makes all state and local barriers to competition unlawful, whether they are direct or indirect. It directs the FCC to initiate rulemaking proceedings on local competition matters and to preempt all inconsistent state and local laws and regulations. The 1996 Act requires incumbent landline local exchange carriers to open their networks to competition through interconnection and access to unbundled network elements and prohibits state and local barriers to the provision of interstate and intrastate telecommunications services. The 1996 Act prohibits state and local governments from enforcing any law, rule or legal requirement that prohibits or has the effect of prohibiting any person from providing interstate or intrastate telecommunications services. States retain jurisdiction under the 1996 Act to adopt laws necessary to preserve universal service, protect public safety and welfare, ensure the continued quality of telecommunications services and safeguard the rights of consumers. Implementation of the provisions of the 1996 Act is the task of the FCC, the state public utility commissions and a joint federal-state board. Much of the implementation of the 1996 Act is being completed in numerous rulemaking proceedings with short statutory deadlines. These proceedings address some issues and proposals that were already before the FCC in pending rulemaking proceedings affecting the wireless industry, as well as additional areas of telecommunications regulation not previously addressed by the FCC and the states. Some specific provisions of the 1996 Act which are expected to affect wireless providers are summarized below. These provisions generally have proven helpful to wireless carriers. There can be no assurance, however, that these provisions or their implementation by federal or state regulators will not have a material adverse effect on Tritel PCS. 58 EXPANDED INTERCONNECTION OBLIGATIONS The 1996 Act establishes a general duty of all telecommunications carriers, including PCS licensees, to interconnect with other telecommunications carriers, directly or indirectly. The 1996 Act also contains a detailed list of requirements with respect to the interconnection obligations of local exchange carriers. These interconnection obligations include resale, number portability, dialing parity, access to rights-of-way and reciprocal compensation. The FCC has determined that all CMRS carriers are considered telecommunications carriers, but for now, CMRS providers such as Tritel do not meet the 1996 Act's definition of a local exchange carrier. Local exchange carriers designated as incumbents, those providing landline local exchange telephone service at the time the 1996 Act was adopted, have additional interconnection obligations including: (1) to negotiate in good faith; (2) to interconnect on terms that are reasonable and non-discriminatory at any technically feasible point at cost-based rates, plus a reasonable profit; (3) to provide nondiscriminatory access to facilities and network elements on an unbundled basis; (4) to offer for resale at wholesale rates any service that local exchange carriers provide on a retail basis; and (5) to provide actual co-location of equipment necessary for interconnection or access. Portions of these requirements have been challenged in court. The 1996 Act establishes a framework for state commissions to mediate and arbitrate negotiations between incumbent local exchange carriers and carriers requesting interconnection, services or network elements. The 1996 Act establishes deadlines and policy guidelines for state commission decision-making and federal preemption in the event a state commission fails to act. REVIEW OF UNIVERSAL SERVICE REQUIREMENTS The 1996 Act contemplates that interstate telecommunications providers, including CMRS providers, will "make an equitable and non-discriminatory contribution" to support the cost of providing universal service, although the FCC can grant exemptions in certain circumstances. A decision adopted by the 1996 Act-mandated Federal-State Joint Board rejected arguments that CMRS providers should be exempted from universal service obligations and concluded that, to the extent such carriers provide interstate service, they must contribute to universal service support mechanisms. The Joint Board also found that states could require CMRS providers to contribute to state support mechanisms. The FCC now requires all CMRS carriers to contribute to a universal service fund. PROHIBITION AGAINST SUBSIDIZED TELEMESSAGING SERVICES The 1996 Act prohibits incumbent local exchange carriers from subsidizing telemessaging services, including voice mail, voice storage/retrieval, live operator service, and related ancillary services) from their telephone exchange service or exchange access and from discriminating in favor of its own telemessaging operations. CONDITIONS ON REGIONAL BELL OPERATING COMPANIES PROVISION OF IN-REGION INTERLATA SERVICES The 1996 Act establishes conditions generally requiring that, before engaging in landline interexchange services in states in which they provide landline local service, referred to as in-region interLATA services, regional Bell Operating Companies and their affiliates must provide access and interconnection to one or more unaffiliated competing providers of telephone exchange service. Regional Bell Operating Companies and their affiliates may provide wireless services, including broadband PCS, in markets that cross LATA boundaries as an incidental interLATA service. The specific interconnection requirements, which regional Bell Operating Companies must offer on a non-discriminatory basis, include: interconnection and unbundled access; access to poles, ducts, 59 conduits and rights-of-way owned or controlled by regional Bell Operating Companies; unbundled local loops; unbundled local transport; unbundled local switching; access to emergency 911, directory assistance, operator call completion and white pages; access to telephone numbers, databases and signaling for call routing and completion; number portability; local dialing parity; reciprocal compensation; and resale. REGIONAL BELL OPERATING COMPANIES COMMERCIAL MOBILE JOINT MARKETING The regional Bell Operating Companies are permitted to market jointly and sell wireless services in conjunction with telephone exchange service, exchange access, intraLATA and interLATA telecommunications and information services. CMRS FACILITIES SITING The 1996 Act limits the rights of states and localities to regulate placement of CMRS facilities so as to prohibit or prohibit effectively the provision of wireless services or to discriminate among providers of such services. It also eliminates environmental effects from radiofrequency emissions, provided the wireless system complies with FCC rules, as a basis for states and localities to regulate the placement, construction or operation of wireless facilities. EQUAL ACCESS The 1996 Act provides that wireless carriers are not required to provide equal access to common carriers for interexchange toll services. The FCC is authorized to require unblocked access to long distance providers of the user's choice subject to certain conditions. DEREGULATION The FCC is required to forebear from applying any statutory or regulatory provision that it determines is not necessary to keep telecommunications rates and terms reasonable or to protect consumers. A state may not apply a statutory or regulatory provision that the FCC decides to forebear from applying. In addition, the FCC must review its telecommunications regulations every two years and change any that are no longer necessary. The 1996 Act was explicit in its preemption of certain components of local regulation of CMRS carriers, including the authority to preclude antenna site construction due to concerns over radiofrequency emissions. Rather than directly challenge federal authority in this area, local governments have instituted moratoria on further construction while the health, safety, and historic preservation aspects of this matter are studied further. Currently there are over 200 such moratoria in effect across the country, including one city in Tritel PCS's markets, Decatur, Alabama. There are a number of bills pending in Congress, some of which would strengthen the federal government's preemption authority and some which would weaken federal authority. Tritel PCS cannot predict how this issue will be resolved and the extent to which it may have a material impact on its ability to rapidly and efficiently construct its PCS network. FCC INTERCONNECTION PROCEEDINGS In August 1996, the FCC adopted rules to implement the interconnection provisions of the 1996 Act. In its interconnection order, the FCC determined that CMRS-to-CMRS interconnection may be accomplished indirectly through the interconnection of each CMRS provider to an incumbent LEC's network. The FCC determined that local exchange carriers are required to enter into reciprocal compensation arrangements with all CMRS providers for the transport and termination of traffic between local exchange carrier and CMRS networks. Additionally, the FCC established default proxy rates for reciprocal compensation, interconnection and unbundled network elements to be used unless or until a state develops rates for these items based on the Total Element Long Run Incremental 60 Cost. The proxy rates for CMRS-to-local exchange carrier interconnection would result in significant savings when compared with rates that CMRS providers, principally cellular carriers, have been paying to local exchange carriers for transport and termination of traffic. On July 18, 1997, as amended October 14, 1997, the U.S Court of Appeals for the Eighth Circuit, acting on consolidated petitions for review of the FCC's interconnection order, struck down the rate-related portions of the interconnection order. The court found that the FCC is without jurisdiction to establish pricing regulations regarding intrastate telephone service. The FCC appealed the Eighth Circuit's decision to the U.S. Supreme Court and on January 25, 1999, the Court reversed in part and affirmed in part the Eighth Circuit's decision. The Court upheld the FCC's right to implement the local competition provisions of the 1996 Act, including the rate-related portions of the interconnection order. Only Section 51.139 of the FCC's rules was remanded for further proceedings. Section 51.139 covers a competing carrier's access to a local exchange carrier's network elements. The FCC has commenced a proceeding to implement the Court's directive. The Court's ruling should have no material adverse affect on Tritel PCS. The portions of the FCC's interconnection order that are not related to pricing issues went into effect on October 15, 1996. It is not possible to determine the final outcome of the FCC's actions on remand or the effect such outcome will have on CMRS carriers, including Tritel PCS. RELOCATION OF FIXED MICROWAVE LICENSEES In an effort to balance the competing interests of existing microwave users and newly authorized PCS licensees in the spectrum allocated for PCS use, the FCC has adopted (a) a transition plan to relocate fixed microwave operators that currently are operating in the PCS spectrum, and (b) a cost sharing plan so that if the relocation of an incumbent benefits more than one PCS licensee, the benefiting PCS licensees will help defray the costs of the relocation. PCS licensees will only be required to relocate fixed microwave incumbents if they cannot share the same spectrum. The transition and cost sharing plans expire on April 4, 2005, at which time remaining incumbents in the PCS spectrum will be responsible for their costs to relocate fixed microwave incumbents to alternate spectrum locations. Relocation generally involves a PCS operator compensating an incumbent for costs associated with system modifications and new equipment required to move to alternate, readily available spectrum. The transition plan, as modified, allows most microwave users to operate in the PCS spectrum for a two-year voluntary negotiation period and an additional one-year mandatory negotiation period. For public safety entities dedicating a majority of their system communications for police, fire, or emergency medical service operations, the voluntary negotiation period is three years. The FCC recently shortened the voluntary negotiation period to one year for commercial microwave operators, but retained the three year negotiation period for public safety licenses. Parties unable to reach agreement within these time periods may refer the matter to the FCC for resolution, but the existing microwave user is permitted to continue its operations until final FCC resolution of the matter. The FCC's cost-sharing plan allows PCS licensees that relocate fixed microwave links outside of their license areas to receive reimbursements from later-entrant PCS licensees that benefit from the clearing of their spectrum. Two non-profit clearinghouses currently administer the FCC's cost-sharing plan. Thus, Tritel PCS may be required in certain circumstances to defray the cost of earlier relocations by A-, B- and C-Block licensees. Including cost sharing for relocations performed by other PCS licensees and cost sharing reimbursements by other PCS licenses paid to Tritel PCS. Tritel PCS expects to spend a total of approximately $25 million for microwave relocation. Tritel PCS has completed the microwave relocation for all 1999 launch cities and does not expect any delays to scheduled service launches in 2000. 61 C-BLOCK LICENSE REQUIREMENTS Airwave Communications was the winning bidder for six licenses in the C-Block auction, which was designated as an entrepreneurs Block. FCC rules require each C-Block applicant and licensee qualify as entrepreneur in order to hold C-Block licenses and that it qualify as a small business in order to receive certain financing preferences. The FCC determined that Entrepreneurs that qualify as small businesses would be eligible to receive a C-Block Loan from the U.S. Government for 90% of the dollar amount of their net winning bids in the C-Block auction. For small businesses, the period during which C-Block licensees may make interest-only payments is six years, with payments of principal and interest amortized over the remaining four years of the license term. The interest rate for outstanding principal is 7.0%. In order to ensure continued compliance with the FCC rules, the FCC has announced its intention to conduct random audits during the initial ten-year PCS license terms. ENTREPRENEURS REQUIREMENTS In order to hold a C-Block license, an entity and its affiliates must have had (a) less than $125 million in gross revenues in each of fiscal 1993 and 1994 and (b) less than $500 million in total assets at the time it filed its application to qualify for the C-Block auction on FCC Form 175. Airwave Communications filed its Form 175 on November 6, 1995. In calculating a licensee's gross revenues and total assets for purposes of the entrepreneurs requirements, the FCC includes the gross revenues and total assets of the licensee's affiliates, those persons or entities that hold attributable interests in the licensee, and the affiliates of such persons or entities. However, the gross revenues and total assets of certain affiliates are not attributable to the licensee if the licensee maintains an organizational structure that satisfies certain control group requirements defined below. For at least five years after winning a C-Block license, a licensee must continue to meet the entrepreneurs requirements in order to remain eligible for the bidding credits it received in the FCC's installment payment program. By claiming status as an entrepreneur, Airwave Communications qualified to enter the C-Block auction and is qualified to hold C-Block licenses. If the FCC were to determine that Airwave Communications did not satisfy the entrepreneurs requirements at the time it participated in the C-Block auction or that Tritel, Inc. fails to meet the ongoing entrepreneurs requirements, the FCC could revoke Tritel's PCS licenses, require Tritel, Inc. to restructure in order to come into compliance with the relevant regulation, fine Tritel, Inc., or take other enforcement actions, including imposing the unjust enrichment penalties. Although Tritel, Inc. believes it has met the entrepreneurs requirements, there can be no assurance that it will continue to meet such requirements or that, if it fails to continue to meet such requirements, the FCC will not take action against Tritel, Inc. SMALL BUSINESS REQUIREMENTS An entity that meets the entrepreneurs requirements may also receive certain preferential financing terms if it meets certain other small business requirements. These preferential financing terms include a 25% bidding credit and the ability to make quarterly interest-only payments on its C-Block Loan for the first six years of the license term. To meet the small business requirements, a licensee must have had average annual gross revenues of not more than $40 million for the three calendar years preceding the date it filed its Form 175. In calculating a licensee's gross revenues for purposes of the small business requirements, the FCC includes the gross revenues of the licensee's affiliates, those persons or entities that hold attributable interests in the licensee, and the affiliates of such persons or entities. By claiming status as a small business, Airwave Communications, Tritel, Inc.'s predecessor in interest, qualified for the 25% bidding credit and preferential financing. If the FCC were to determine that Tritel does not qualify as a small business, then Tritel, Inc. could be forced to repay the value of the bidding credit and preferential financing for which it was not qualified. Further, the FCC could revoke Tritel's PCS licenses, require Tritel, Inc. to restructure in order to come into compliance with the relevant regulation, fine Tritel, Inc. or take other enforcement actions, including imposing unjust 62 enrichment penalties. Although Tritel, Inc. has been structured to meet the small business requirements, there can be no assurance that it will continue to meet such requirements or that, if it fails to continue to meet such requirements, the FCC will not take any of the aforementioned actions against Tritel, Inc. CONTROL GROUP REQUIREMENTS If a C-Block licensee maintains an organizational structure in which at least 25% of its total equity on a fully-diluted basis is held by a control group that meets certain requirements, the FCC excludes certain assets and revenues from being attributed to such total revenue and gross asset calculations. The control group requirements mandate that the control group, among other things, have and maintain both actual and legal control of the licensee. Under the control group requirements: o an established group of investors meeting certain financial qualifications must own at least 15% of the licensee entity's total equity interest on a fully-diluted basis and at least 50.1% of the voting power in the licensee entity, and o additional control group members must hold, on a fully-diluted basis, the remaining 10% control group equity interest in the licensee entity. Additional control group members must be either: o other qualifying investors in the control group; o individual members of the licensee's management; or o non-controlling institutional investors, including most venture capital firms meeting FCC-specified criteria. A C-Block licensee must have met the control group requirements at the time it filed its Form 175 and must continue to meet the control group requirements for five years following the license grant date. Commencing the fourth year of the license term, the FCC rules (a) eliminate the requirement that additional control group members hold the 10% control group equity interest and (b) allow the qualifying investors to reduce the minimum required control group equity interest from 15% to 10%. In order to meet the control group requirements, Tritel, Inc.'s Restated Certificate of Incorporation provides that outstanding shares of capital stock of Tritel, Inc. shall always be subject to redemption by action of the Board of Directors of Tritel, Inc. if, in the judgment of the Board of Directors, such redemption is necessary to prevent the loss or secure the reinstatement of any license from the FCC held by Tritel, Inc. or any of its subsidiaries. Although Tritel, Inc. believes that it has taken sufficient steps to meet the control group requirements, there can be no assurance that Tritel, Inc. has met or will continue to meet the control group requirements, or that the failure to meet such requirements would not have a material adverse effect on Tritel PCS, including the possible revocation of Tritel's PCS licenses by the FCC. ASSET AND REVENUE CALCULATION In determining whether an entity qualifies as an entrepreneur and as a small business, the FCC attributes the gross revenues and assets of the entity, its attributable investors and their affiliates to the entity's total gross revenues and total assets. Generally, an individual or entity is an affiliate of an applicant or person if it, directly or indirectly, (a) controls the applicant or person or (b) is controlled by such an applicant or person. Affiliation can arise from common investments, familial or spousal relationships, contractual relationships, voting trusts, joint venture agreements, stock ownership, stock options, convertible debentures and agreements to merge. The gross revenues and assets of noncontrolling investors and their affiliates with ownership interests that do not exceed the applicable FCC passive investor ownership thresholds are not attributed to C-Block licensees for purposes of determining whether such licensees financially qualify for the applicable C-Block auction preferences. 63 The entrepreneurs requirements and the small business requirements provide that, to qualify as a passive investor, an entity may not own more than 25% of Tritel, Inc.'s total equity on a fully diluted basis and may not vote more than 25% of the voting interests. Although Tritel, Inc. believes that it currently complies with the entrepreneurs requirements and the small business requirements, there can be no assurance that Tritel, Inc.'s ownership composition will not, in the future, exceed these passive investor limits or otherwise violate the entrepreneurs requirements or the small business requirements. In addition, if an entity makes bona fide loans to a C-Block licensee, the assets and revenues of the creditor would not be attributed to the licensee unless the creditor is otherwise deemed an affiliate of the licensee, or the loan is treated by the FCC as an equity investment and such treatment would cause the creditor/investor to exceed the applicable ownership interest thresholds for purposes of the financial affiliation rules. The FCC permits a creditor/investor to use standard terms to protect its investment in C-Block licensees, such as covenants, rights of first refusal and super-majority voting rights. On specified issues, such as those for which the holders of Tritel, Inc.'s Common Stock have voting rights, the FCC has stated that it will be guided, but not bound by, criteria used by the Internal Revenue Service to determine whether a debt investment is bona fide debt. The FCC's application of its affiliation rules is largely untested and there can be no assurance that the FCC or the courts will not treat certain of Tritel, Inc.'s lenders or investors as affiliates of Tritel, Inc. for purposes of determining Tritel, Inc.'s compliance with the entrepreneurs requirements. FOREIGN OWNERSHIP LIMITATIONS The Communications Act requires that non-U.S. citizens, their representatives, foreign governments or corporations otherwise subject to domination and control by non-U.S. citizens may not own of record or vote (a) more than 20% of the capital contribution to a common carrier directly, or (b) more than 25% of the capital contribution to the parent corporation of a common carrier licensee, if the FCC determines such holdings are not within the public interest. Because the FCC classifies PCS as a common carrier offering, PCS licensees are subject to the foreign ownership limits. Congress recently eliminated restrictions on non-U.S. citizens serving as members on the board of directors and officers of a common carrier radio licensee or its parent. In January 1996, the United States, by its representative to the World Trade Organization, entered into an agreement with 69 other countries around the world which, among other things, expanded the permitted level of foreign ownership in U.S. common carrier licenses. The agreement was ratified by the United States and the other signatories as of February 5, 1998. Under the World Trade Organization agreement, the United States has agreed to permit indirect foreign ownership of up to 100% of a licensed company, however direct ownership will continue to be limited to 20%. Entities wishing to exceed the 25% indirect ownership threshold will now be accorded a strong presumption that foreign investment by other World Trade Organization member countries would serve the public interest. The FCC will review applications to exceed the 25% benchmark on a streamlined processing schedule. Airwave Communications' long form application with the FCC after the completion of the C-Block auction indicates that Airwave Communications is in compliance with the FCC foreign-ownership rules. However, if the foreign ownership of Tritel, Inc. were to exceed 25% in the future, the FCC could revoke Tritel PCS's licenses, require Tritel, Inc. to restructure its ownership to come into compliance with the foreign ownership rules or impose other penalties. Further, Tritel, Inc.'s Restated Certificate of Incorporation enables Tritel, Inc. to redeem shares from holders of Common Stock whose acquisition of such shares results in a violation of such limitation. The restrictions on foreign ownership could adversely affect Tritel, Inc.'s ability to attract additional equity financing from entities that are, or are owned by, non-U.S. entities. F-BLOCK LICENSE REQUIREMENTS The FCC has for the most part extended its C-Block eligibility requirements and auction rules to the F-Block, with the following exceptions. For the purposes of determining the entrepreneur's asset limit, F-Block applicants do not count the value of C-Block licenses, although they must count other 64 CMRS licenses, including A-Block and B-Block PCS licenses. F-Block auction participants, as well as D- and E-Block participants, were required to pay 20% of their net winning bid, as opposed to only 10% required of C-Block bidders. Participants in the F-Block auction could qualify for either of two bidding credit levels: applicants with average gross revenues of not more than $40 million of the previous three years received a 15% bidding credit, while applicants with average gross revenues of not more than $15 million for the same period are referred to as very small businesses and received a 25% bidding credit. For small businesses and very small businesses, the period during which F-Block licensees may make interest-only payments is two years, as opposed to six years for C-Block small businesses, with payments of principal and interest amortized over the remaining eight years of the license term. The interest rate applicable to Digital PCS for outstanding principal is 6.125%. Furthermore, F-Block licensees that fall more than 180 days behind in scheduled installment payments will incur a 5% late payment fee. By claiming status as a very small business, Airwave Communications qualified for the 25% bidding credit and the most favorable installment payment plan offered by the FCC. Digital PCS was the winning bidder for 32 licenses in the D-, E- and F-Block auction. The markets are comprised of 29 licenses in the F-Block, one license in the D-Block and two licenses in the E-Block. With respect to those licenses won in the F-Block auction, Tritel 1. believes that Digital PCS structured itself to satisfy the FCC's very small business requirements, 2. intends to maintain diligently its qualification as a very small business, and 3. has structured the notes, including certain restrictions on ownership and transfer, in a manner intended to ensure compliance with the applicable FCC rules. Tritel, Inc. has relied on representations of its investors to determine its compliance with the FCC's rules applicable to C-Block and F-Block licenses. There can be no assurance, however, that Tritel, Inc.'s investors or Tritel, Inc. itself will continue to satisfy these requirements during the term of any PCS license granted to its license subsidiaries or that Tritel, Inc. will be able to successfully implement divestiture or other mechanisms included in Tritel, Inc.'s Restated Certificate of Incorporation that are designed to ensure compliance with FCC rules. Any non-compliance with FCC rules could subject Tritel, Inc. to penalties, including a fine or revocation of its PCS licenses. TRANSFER RESTRICTIONS Within the first five years of the grant of a C- or F- Block license, transfer of the license is permitted only to another entity eligible for the C- or F-Block, such as another small business or very small business. If transfer occurs during years six through ten of the initial license term to a company that does not qualify for the same level of auction preferences as the transferor, such a sale would be subject to full payment of bidding credits and immediate payment of the outstanding balance of the government installment payment debt as a condition of transfer, known as the FCC unjust enrichment penalties. In addition, if Tritel, Inc. wishes to make any change in ownership structure during the initial license term involving the de facto or de jure control of Tritel, Inc., it must seek FCC approval and may be subject to the FCC unjust enrichment penalties indicated above. BUILDOUT REQUIREMENTS The FCC has mandated that recipients of PCS licenses adhere to five-year and 10-year buildout requirements. Under both five- and 10-year buildout requirements, all 30 MHz PCS licensees, such as C-Block licensees, must construct facilities that offer coverage to at least one-third of the population in their service area within five years from the date of initial license grants. Service must be provided to two-thirds of the population within 10 years. In the D-, E- and F-Blocks, 10 MHz PCS licenses are required to reach one-quarter of the population within five years or make a showing of substantial service within five years. The FCC, however, has not defined the term "substantial services." Violations of these regulations could result in license revocations or forfeitures or fines or other sanctions, such as reductions in service areas. 65 ADDITIONAL REQUIREMENTS As a C- and F-Block licensee, Tritel, Inc. will be subject to certain restrictions that limit, among other things, the number of broadband PCS licenses it may hold as well as certain cross-ownership restrictions pertaining to cellular and other wireless investments. PENALTIES FOR PAYMENT DEFAULT In the event that its license subsidiaries become unable to meet their obligations under the government financing, the FCC could in such instances reclaim some or possibly all of Tritel, Inc.'s licenses, re-auction them, and subject Tritel, Inc. to a penalty comprised of the difference between the price at which it acquired its license and the amount of the winning bid at re-auction, plus an additional penalty of three percent of the lesser of the subsequent winning bid and the defaulting bidder's bid amount. 66 JOINT VENTURE AGREEMENTS WITH AT&T WIRELESS On May 20, 1998, Tritel, Inc., Airwave Communications, Digital PCS, AT&T Wireless, TWR Cellular, Inc., an indirect wholly-owned subsidiary of AT&T Corp., cash equity investors purchasing shares of Series C Preferred in a preferred equity offering and certain members of management entered into the Securities Purchase Agreement which provided for the formation of the Tritel, Inc.-AT&T Wireless joint venture and related equity investments. On January 7, 1999, the transactions contemplated by the Securities Purchase Agreement were closed and the parties entered into a Network Membership License Agreement, Roaming Agreement, Roaming Administration Agreement, Stockholders' Agreement, Long Distance Agreement, Closing Agreement and agreed on a form of Resale Agreement. The following description is a summary of the material provisions of the Securities Purchase Agreement, Network Membership License Agreement, Roaming Agreement, Roaming Administration Agreement, Stockholders' Agreement, Long Distance Agreement, Closing Agreement and form of Resale Agreement. It does not restate those agreements in their entirety and is qualified in its entirety by reference to each agreement. Securities Purchase Agreement Under the Securities Purchase Agreement: (1) AT&T Wireless and TWR assigned the AT&T contributed Pops to Tritel, Inc. or one or more wholly-owned subsidiaries of Tritel in exchange for shares of Tritel, Inc.'s Series A Preferred Stock and Series D Preferred Stock (the "AT&T Equity"); (2) Airwave Communications and Digital PCS assigned to Tritel or one or more wholly-owned subsidiaries of Tritel, Inc. their contributed Pops and certain other assets in exchange for shares of Series C Preferred and the assumption of certain liabilities of Airwave Communications and Digital PCS, including the indebtedness owed to the United States Department of the Treasury for the Airwave Communications and Digital PCS contributed Pops; and (3) the Cash Equity Investors purchased shares of the Series C Preferred. The AT&T contributed Pops are comprised of licenses providing for the right to use 20 MHz of authorized frequencies in geographic areas that cover approximately 9.1 million Pops, which AT&T Wireless has partitioned and disaggregated from certain of its 30 MHz A- and B-Block PCS licenses. AT&T Wireless has reserved the right to use, and market and sell to others, any services on the 10 MHz of spectrum that it retains in the creation of the AT&T contributed Pops, subject to the exclusivity provisions of the Stockholders' Agreement and the License Agreement. In connection with its purchase of the AT&T Equity, AT&T Wireless and TWR each made certain customary representations and warranties with respect to their organization, power and authority, conflicts, litigation and their intent to hold the AT&T Equity as an investment rather than with a view to distribution. With respect to the AT&T contributed Pops, AT&T Wireless and TWR each further represented and warranted that they are each in full compliance with all eligibility rules of the FCC to hold their PCS licenses, and that they are the authorized legal holders of the PCS licenses that support the AT&T contributed Pops. Tritel, Inc. also made certain customary representations and warranties concerning, among other things, its organization, power and authority, conflicts, litigation, capitalization, authority to issue the AT&T Equity, the status of the AT&T Equity, liabilities and the ownership of its subsidiaries. Tritel, Inc. also represented and warranted that it was in full compliance with all eligibility rules of the FCC to hold PCS licenses, and that it would continue to qualify as a small business and as a smaller business within the meaning of the Small Business Investment Company Act of 1958, as amended. Tritel, Inc. agreed not to engage in any activity which constitutes an ineligible business activity within the meaning of the regulations under the Small Business Investment Company Act. In addition, Tritel, Inc. agreed to take certain measures to facilitate continued compliance with such regulations, including using the proceeds of the sale of securities to the cash equity investors only for eligible business activities within the meaning of the Small Business Investment Company Act. 67 Except as specified in the Securities Purchase Agreement and the related agreements, none of AT&T Wireless, TWR nor any of their respective affiliates has any further obligation or commitment to acquire debt or equity securities of Tritel, Inc., provide or arrange for debt or equity financing for Tritel, Inc. or provide services to or otherwise assist Tritel, Inc. in connection with the conduct of its business. The Securities Purchase Agreement does not contain any restrictions on AT&T Wireless, TWR, or any of their respective affiliates, from competing, directly or indirectly, with Tritel. AT&T Wireless Network Membership License Agreement As part of its strategic alliance with AT&T Wireless, Tritel, Inc. has entered into the AT&T Wireless Network Membership License Agreement with AT&T Corp. and its affiliates, including AT&T Wireless. Under the License Agreement, Tritel, Inc. has been granted a royalty-free, non-exclusive license to use the AT&T logo with the globe design, the related trade dress and the expression "Member, AT&T Wireless Services Network" and certain variations of the foregoing, in equal emphasis with its own brands or marks, in its markets in the marketing of its mobile wireless telecommunications products and services. The license does not permit, however, the use of the AT&T licensed marks in connection with providing or reselling long distance or local service or any other product or service other than those covered by Tritel, Inc.'s PCS licenses. AT&T has retained the unimpaired right to use the AT&T licensed marks in Tritel, Inc.'s markets for marketing, offering or providing any products or services. AT&T will not grant to any other person providing mobile wireless telecommunications products or services in Tritel, Inc.'s markets a right or license to use the AT&T licensed marks, except to a person that is a reseller of Tritel, Inc.'s services, a person acting as Tritel, Inc.'s agent or a person that provides fixed wireless telecommunications services to or from specific locations, such as buildings or office complexes, so long as such services do not constitute mobile wireless telecommunications services in Tritel, Inc.'s markets. Tritel, Inc. is not permitted to assign, sub-license or transfer any of its rights, obligations or benefits under the License Agreement. In an effort to ensure that Tritel, Inc.'s service meets AT&T's high quality standards, Tritel, Inc. has agreed to abide by certain quality standards set forth in the License Agreement and to permit AT&T to conduct inspections of its facilities from time to time. The License Agreement is for an initial term of five years. The License Agreement will be renewed for an additional five-year term if: o each party gives the other notice of intent to renew at least 90 days prior to the expiration of the initial term, or o during the period which begins 120 days prior to expiration and ends 110 days prior to expiration, either party requests that the other party provide notice of intent to renew, and the other party either gives notice of intent to renew or fails to respond to such request. AT&T is permitted to terminate the License Agreement if Tritel, Inc.: o uses the AT&T licensed marks other than as provided in the License Agreement; o uses the AT&T licensed marks in connection with any marketing or provision of telecommunications services that fails to meet AT&T's quality standards in any material respect; o refuses or neglects a request by AT&T Wireless for access to Tritel, Inc.'s facilities or marketing materials for a period of more than five business days after the receipt of notice thereof; o experiences a change of control; o becomes bankrupt; o fails to maintain its rights to hold FCC licenses with respect to its markets representing 5% or more of Tritel, Inc.'s Pops, unless the failure is the result of AT&T's actions or inactions; 68 o licenses, assigns, transfers, disposes of or relinquishes any of the rights granted to it in, and other than as permitted by, the License Agreement; o fails to obtain permission from AT&T Wireless to use the AT&T licensed marks in sponsoring, endorsing or affiliating with any event, meeting, charitable endeavor or other undertaking that has a material adverse effect on AT&T or the AT&T licensed marks; o fails to maintain any and all confidential information furnished to it in the strictest confidence; or o commits a substantial company breach as defined in the Stockholders' Agreement. Upon the later to occur of: (a) consummation of a Disqualifying Transaction, as defined below, or (b) the second anniversary of the date AT&T gives notice to Tritel, Inc. that it has entered into a letter of intent or binding agreement to engage in a Disqualifying Transaction, AT&T may terminate the License Agreement with Tritel, Inc. by providing notice to Tritel, Inc. However, no such termination may occur during the initial term. If Tritel, Inc. has not exercised its right to convert all of AT&T's Series A and Series D Preferred into Series B Preferred, the termination only applies to that portion of Tritel's markets that overlap the markets in which a party to such Disqualifying Transaction owns an FCC license to provide Commercial Mobile Radio Service (the "Overlap Markets"). Upon a termination of the License Agreement, Tritel must cease using the AT&T Licensed Marks within 90 days. The License Agreement will also terminate in the event that AT&T Wireless converts any of its shares of Series A Preferred into Common Stock on the later of (a) the initial term plus any renewal periods, or (b) two years from the date of such conversion. The term "Disqualifying Transaction" means a merger, consolidation, asset acquisition or disposition, or other business combination involving AT&T Corp. or its affiliates and another person, which other person (a) derives from telecommunications businesses annual revenues in excess of $5 billion, (b) derives less than one-third of its aggregate revenues from wireless telecommunications services, (c) owns FCC Licenses to offer, and does offer, mobile wireless telecommunications services, except certain specified services, serving more than 25% of the Pops within Tritel, Inc.'s licensed territory, and (d) with respect to which AT&T Wireless has given notice to Tritel, Inc. specifying that such merger, consolidation, asset acquisition or disposition or other business combination shall be a Disqualifying Transaction for purposes of this agreement and the transactions contemplated thereby. Roaming Agreement Tritel, Inc. and AT&T Wireless, along with their respective affiliates, have also entered into an intercarrier roamer service agreement, called the Roaming Agreement, to allow subscribers of one party to roam onto the wireless network of the other party when a subscriber travels into a geographic area that the other party services. The Roaming Agreement states that both Tritel, Inc. and AT&T Wireless will provide automatic call delivery to the other party's customers who roam into its geographic area. To facilitate this service, each party will agree to provide continuously the necessary hardware, software and transmission facilities to support such call delivery, either directly or through a separate network of wireless communications carriers. The Roaming Agreement has an initial term of 20 years, subject to earlier termination, and thereafter will continue on a month-to-month basis until terminated with 90 days written notice. The agreement may be terminated or suspended upon default by either party for 69 o material breach of any term of the Roaming Agreement that continues unremedied for 30 days; o a voluntary liquidation or dissolution of either party; o a final order by the FCC revoking or denying renewal of a material PCS license or permit granted to either party; or o a bankruptcy of either party. Either party may suspend its performance of the Roaming Agreement if it determines that unauthorized use of the system has reached an unacceptable level of financial loss. Roaming Administration Service Agreement Tritel, Inc. and AT&T Wireless also have entered into a roaming administration service agreement to allow Tritel, Inc. to receive certain benefits under intercarrier roaming services agreements between AT&T Wireless and other specified wireless carriers, to permit subscribers of those other wireless carriers to use the facilities of Tritel, Inc. in accordance with the applicable intercarrier roaming services agreements and to make available to Tritel, Inc. the roaming administration services of AT&T Wireless. The Roaming Administration Agreement provides that AT&T Wireless will perform, for a fee, roaming administration and settlement services to manage Tritel, Inc.'s roaming program. The Roaming Administration Agreement has an initial term of two years, subject to earlier termination, and thereafter will renew automatically for successive terms of one year each until either party chooses not to renew upon 90 days prior written notice. The Roaming Administration Agreement may be terminated for any of the following reasons: o material breach by either party; o material and unreasonable interference of one party's operations by the operations of the other party for a period exceeding ten days; o by AT&T Wireless with respect to any intercarrier roaming services agreement or its interoperability agreement with EDS Personal Communications Corporation, in the event the applicable agreement expires or is terminated. The current interoperability agreement with EDS Personal Communications Corporation expires on March 31, 2000, with respect to settlement services and on June 30, 1999, with respect to call validation services; o by AT&T Wireless in the event that Tritel, Inc. is no longer a member in good standing with the North American Cellular Network, Inc.; o by AT&T Wireless with respect to the roaming administration services received under AT&T Wireless's interoperability agreement with EDS Personal Communications Corporation should that agreement expire or terminate; or o by either party for any reason upon 180 days prior written notice. Upon termination of the Roaming Administration Agreement for any of the reasons set forth above, each party shall immediately, or upon final accounting, pay all amounts owing to the other parties thereunder, whether due or to become due. Stockholders' Agreement AT&T Wireless, the management stockholders and the cash equity investors have entered into a Stockholders' Agreement with Tritel, Inc. o to provide for the management of Tritel, Inc.; o to impose certain restrictions on the sale, transfer or other disposition of the securities of Tritel; and 70 o to create certain rights related to such securities, including a right of first offer, a right of participation, a right of inclusion and registration rights. Management. The Stockholders' Agreement provides that the Board of Directors of Tritel, Inc. will consist of thirteen members. For so long as required by the FCC, the management stockholders will designate four members, each of whom must be an officer of Tritel, Inc. and each of whom will have 1/2 of a vote, AT&T Wireless will designate two members and the cash equity investors will designate three members. The remaining four directors will be designated by the management stockholders, and if permitted by FCC regulation, one such designation will be subject to the consent of the cash equity investors alone, with the remaining three subject to the consent of the cash equity investors and AT&T Wireless. Once permitted by FCC regulation, the remaining four directors will be designated by the cash equity Investors, with three of these designations subject to the consent of AT&T Wireless and Messrs. Mounger, Martin and Sullivan. No director may be removed without cause. All actions of the Board of Directors will require a majority vote of the entire Board of Directors, except that certain significant transactions will require the vote of at least three of the five directors designated by the cash equity investors and AT&T Wireless and four of the six votes cast by the directors designated by the management stockholders and the four remaining directors designated by the management stockholders or the cash equity investors as described above. Such significant transactions include, but are not limited to, o a sale or transfer of a material portion of the assets of Tritel, Inc. or any subsidiary; o a merger or consolidation of Tritel, Inc. or any subsidiary; o the offering of any securities of Tritel, Inc. or any subsidiary other than as contemplated by the Securities Purchase Agreement; o the hiring or termination of any executive officer of Tritel, Inc.; o the incurrence of certain indebtedness; o the making of certain capital expenditures; and o the initiation of any bankruptcy proceeding, dissolution or liquidation of Tritel, Inc. or any subsidiary. Restrictions on Transfer. The stockholders, including AT&T Wireless and TWR, have agreed not to, directly or indirectly, transfer or otherwise grant or create certain liens in, give, place in trust or otherwise voluntarily or involuntarily dispose of ("Transfer") any share of Company Stock, defined in the Stockholders' Agreement, beneficially owned by such stockholder on or prior to an initial public offering, or IPO, of Tritel, Inc.'s common stock, subject to certain limited exceptions. Right of First Offer. Prior to an IPO and following an IPO, for transfers of 10% or more of the common stock on a fully diluted basis, if a non-AT&T Wireless stockholder desires to sell shares of preferred or common stock, other than Voting Preference Stock and Class C Common Stock, to a third party, such stockholder must first offer such shares to AT&T Wireless. AT&T Wireless will then have ten business days to offer to purchase all, but not less than all, of such shares at the offered price. If AT&T Wireless does not accept such offer, such investor may offer the shares to other potential purchasers at or above the offer price, for up to 90 days. If AT&T Wireless or TWR desires to sell shares of preferred or common stock, other than Voting Preference Stock and Class C Common Stock, the cash equity investors will have the same right of first offer. In the event that neither any cash equity investor nor AT&T Wireless purchases such shares pursuant to the above rights, the shares may be sold to any person other than a prohibited transferee as defined in the Stockholders' Agreement. Right of Participation. On or prior to an IPO, if Tritel, Inc. proposes to offer, issue, sell or otherwise voluntarily or involuntarily dispose of any equity security for cash, each stockholder shall have the right to acquire a proportionate percentage of such equity securities based on the number of 71 shares of Class A Voting Common Stock beneficially owned by such stockholder relative to the total number of Class A Voting Common Stock outstanding. This purchase right will not apply to an offering pursuant to a stock option or stock appreciation rights plan. Right of Inclusion. No stockholder shall Transfer shares of any series or class of preferred, other than Series B Preferred, or common stock (collectively, "Inclusion Stock") to persons who are not affiliates of such person if the Transfer would result in such stockholder, or stockholders acting in concert, Transferring 25% or more of the outstanding shares of any class of Inclusion Stock (an "Inclusion Event"), unless the terms and conditions of such Transfer include an offer to AT&T Wireless, the cash equity investors and the management stockholders (each, an "Inclusion Event Offeree") for each of them to sell to the purchaser of the Inclusion Stock the same proportion of each Inclusion Event Offeree's Inclusion Stock as proposed to be sold by the selling Stockholder. In the event that such person does not agree to purchase all of the shares of Inclusion Stock proposed to be sold, then the selling stockholder and each Inclusion Event Offeree will have the right to sell a proportionate amount of Inclusion Stock to such person. For purposes of determining an Inclusion Event, if the Inclusion Stock is Series C Preferred, then Series D shall also be deemed to be Inclusion Stock, and Series C Preferred and Series D Preferred shall be deemed to be one class of preferred stock. Right of First Negotiation. Following an IPO, any stockholder desiring to Transfer any shares of Common Stock or Series C Preferred (1) pursuant to an underwritten registration, (2) pursuant to Rule 144 under the Securities Act or (3) in a transaction or series of related transactions resulting in the Transfer of not more than ten percent of all common stock on a fully diluted basis, excluding for such purposes the Series A Preferred Stock, must first give AT&T Wireless written notice thereof containing the proposed terms of such sale. For the applicable first negotiation period, AT&T Wireless will have the exclusive right to negotiate with such Stockholder regarding the purchase of such shares. The stockholder has the right to reject any offer made by AT&T Wireless during such first negotiation period. Upon the expiration of the first negotiation period, the stockholder has the right to sell the shares included in the notice on such terms and conditions as are acceptable to the Stockholder in its sole discretion during the applicable offer period. If shares of common stock are proposed to be Transferred pursuant to an underwritten registration, the applicable first negotiation period is ten days and the applicable offer period is 120 days. If shares of common stock are proposed to be Transferred pursuant to Rule 144, the applicable first negotiation period is three hours and the applicable offer period is five business days. If shares of common stock are proposed to be Transferred in a transaction or series of related transactions resulting in the sale of not more than ten percent of all common stock on a fully diluted basis, excluding for such purposes the Series A Preferred, the applicable first negotiation period is one business day, provided the notice is given prior to 9:00 a.m. on the day prior to the proposed Transfer, and the applicable offer period is ten business days. Demand Registration Rights. From and after the ninety-first day following the date of the IPO, or such longer period as may be required by the managing underwriter, any "Qualified Holder" and management stockholders that in the aggregate beneficially own at least 50.1% of the Class A Voting Common Stock then beneficially owned by the management stockholders (each, a "Demanding Stockholder") will have the right to require Tritel, Inc. to file a registration statement under the Securities Act covering the Class A Common Stock (a "Demand Registration"), subject to certain limited exceptions. A "Qualified Holder" is defined as: (a) any stockholder or group of stockholders that beneficially owns (x) greater than 331/3% of the outstanding shares of common stock on a fully diluted basis or (y) shares of Class A Voting Common Stock reasonably expected, upon sale, to result in aggregate gross proceeds of at least $25 million; or (b AT&T Wireless and TWR for so long as they beneficially own in the aggregate greater than two-thirds of the initial issuance to them of shares of Series A Preferred. 72 Tritel, Inc. will not be obligated to effect more than two separate Demand Registrations in any twelve-month period, provided that only one request for Demand Registration may be exercised by AT&T Wireless and/or Management Stockholders that in the aggregate beneficially own at least 50.1% of the shares of the Class A Voting Common Stock then beneficially owned by the Management Stockholders during any twelve-month period. If Tritel, Inc. determines that a Demand Registration would interfere with any pending or contemplated material transaction, Tritel, Inc. may defer such Demand Registration subject to certain limitations. Piggyback Registration Rights. If Tritel, Inc. proposes to register any shares of Class A Voting Common Stock with the Securities and Exchange Commission under the Securities Act, Tritel, Inc. will, subject to certain limitations, give notice of the proposed registration to all stockholders and include all common stock as to which it has received a request for inclusion, subject to customary underwriter cutbacks. Consequences of a Disqualifying Transaction. Upon consummation of a Disqualifying Transaction, the exclusivity provisions of the Stockholder Agreement applicable to AT&T Wireless and TWR will terminate as to all of Tritel, Inc.'s markets. However, if Tritel, Inc. has not exercised its right to convert all of AT&T Wireless's Series A and Series D Preferred into Series B Preferred, the termination applies only to the Overlap Markets. Upon AT&T Wireless's terminating its obligations and those of TWR in connection with a Disqualifying Transaction, Tritel, Inc. will have the right to cause AT&T Wireless and TWR, or their transferees other than any cash equity investor, to exchange all or a proportionate number of shares of Series A Preferred then owned by AT&T Wireless and TWR equal to a fraction, the numerator of which is the number of Pops in the Overlap Markets and the denominator of which is the total number of Pops in all of Tritel, Inc.'s markets, for an equivalent number of shares of Series B Preferred. Tritel, Inc. shall have similar conversion rights with respect to any Series D Preferred shares, or Series B Preferred or common stock into which such shares have been converted, owned by AT&T Wireless and TWR. Additional Covenants. To induce the stockholders to enter into the Stockholders' Agreement, Tritel has agreed to, among other things: o construct a network system to cover the territory of its PCS licenses according to an agreed upon buildout plan; o arrange for all necessary microwave relocation and reimburse AT&T for any such relocation costs it incurs in connection with the AT&T contributed Pops; o offer certain service features and adhere to certain quality standards; o refrain from entering into certain merger, sale or liquidation transactions or to effect a change in the business of Tritel, Inc. without the prior consent of AT&T Wireless; o refrain from marketing, offering, providing or reselling interexchange services other than its own or AT&T Wireless's; o enter into Resale Agreements with AT&T Wireless from time to time at the request of AT&T Wireless; o refrain from soliciting for employment AT&T Wireless's personnel for a limited period; and o permit AT&T Wireless to co-locate certain cell sites in locations holding Tritel, Inc. cell sites. Concurrently, AT&T Wireless has agreed to, among other things: o assist Tritel, Inc. in obtaining discounts from AT&T Wireless equipment vendors; o refrain from soliciting for employment Tritel, Inc.'s personnel for a limited period; and o permit Tritel, Inc. to co-locate certain cell sites in locations holding AT&T Wireless cell sites. 73 In addition, stockholders other than AT&T Wireless that are subject to the Stockholders' Agreement have agreed to refrain from providing, reselling or acting as agent for any person offering wireless services in territories designated to Tritel, Inc. Term. The Stockholders' Agreement will terminate after eleven years and may be terminated earlier upon the consent of all parties, or if one stockholder should beneficially own all of the Class A Voting Common Stock. If not otherwise terminated, the provisions regarding the management of Tritel, Inc. will terminate upon the earlier to occur of an IPO or the expiration of ten years, and the provisions regarding registration rights will terminate after 20 years. Long Distance Agreement Tritel, Inc. and AT&T Wireless Services, Inc. have entered into a Long Distance Agreement which provides that Tritel, Inc. will purchase interstate and intrastate long distance services from AT&T Wireless for a term of up to three years. These long distance services will be purchased at preferred rates, which are contingent upon Tritel, Inc.'s continuing affiliation with AT&T Wireless, and will be resold to Tritel, Inc.'s customers. Under the Long Distance Agreement, Tritel, Inc. must meet a yearly minimum traffic volume commitment which is to be negotiated between Tritel, Inc. and AT&T Wireless. If the minimum traffic volume commitment is not met by Tritel, Inc., then it must pay to AT&T Wireless an amount equal to the difference between AT&T Wireless's expected fee based on the minimum traffic volume commitment and its fee based on the actual traffic volume. Closing Agreement Tritel, Inc., AT&T Wireless and the other parties to the Securities Purchase Agreement have entered into a Closing Agreement to provide for certain matters set forth in the Securities Purchase Agreement, including, among other things, consent for certain of Tritel, Inc.'s subsidiaries to enter into agreements and to conduct Tritel, Inc.'s operations, and direction that certain PCS licenses be transferred to Tritel, Inc.'s subsidiaries by AT&T Wireless, Airwave Communications, Digital PCS and Central Alabama Partnership. Resale Agreement Tritel, Inc. and AT&T Wireless have also agreed on the form of a Resale Agreement to be entered into from time to time, which permits AT&T Wireless, its affiliates and one person designated by AT&T Wireless, who is licensed to provide telecommunications services in such area under AT&T's service marks, for any geographic area within the territory covered by Tritel, Inc.'s licenses, each, referred to as a reseller, to purchase access to and usage of Tritel, Inc.'s wireless telecommunications services for resale to its subscribers. Tritel, Inc. has agreed to provide service to the reseller on a nonexclusive basis, and therefore will retain the right to market and sell its services to other customers in competition with AT&T Wireless. The Resale Agreement will have an initial term of ten years and will be automatically renewed for additional one-year terms, unless it is previously terminated. The reseller has the right to terminate the Resale Agreement for any reason upon 180 days written notice. Following the eleventh anniversary of the commencement date of the Resale Agreement, either party may terminate the agreement on 90 days written notice for any reason. In addition, either the reseller or Tritel, Inc. may terminate the Resale Agreement after any of the following events occur and continue unremedied for some time period: o certain bankruptcy events of Tritel, Inc. or the reseller; o the failure of either the reseller or Tritel, Inc. to pay any sum owed to the other at the time such amount comes due; o the failure of the reseller or Tritel, Inc. to perform or observe any other material term, condition, or covenant to be performed by it under the Resale Agreement; 74 o the commission of any illegal act by or the filing of any criminal indictment or information against the reseller, its proprietors, partners, officers, or directors or stockholders controlling in the aggregate or individual 10% or more of the voting rights or equity interests of the reseller; o the furnishing, within a twelve-month period, by the reseller to Tritel, Inc. of two or more checks that are not paid when presented due to insufficient funds; o an unauthorized assignment of the Resale Agreement; o failure by the reseller to meet the eligibility requirements as described in the Resale Agreement; and o either party attempts to incorporate into its marks, or challenge the other party's service marks, trademarks or trade names, including, without limitation, all terms and conditions of each service plan selected by the reseller. Upon termination, Tritel, Inc. will have no further obligation to provide the reseller access to and usage of Tritel, Inc.'s PCS services. 75 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The executive officers and directors of Tritel, Inc., and their ages, at July 31, 1999, were as follows:
NAME AGE POSITION - ------------------------------ ----- --------------------------------------------------------------- William M. Mounger, II ....... 42 Chairman of the Board of Directors and Chief Executive Officer William S. Arnett ............ 49 Director and President Jerry M. Sullivan, Jr. ....... 40 Director, Executive Vice President and Chief Operating Officer E.B. Martin, Jr. ............. 43 Director, Executive Vice President, Treasurer and Chief Financial Officer Scott I. Anderson ............ 40 Director Alex P. Coleman .............. 32 Director Gary S. Fuqua ................ 47 Director Ann K. Hall .................. 34 Director Andrew Hubregsen ............. 38 Director David A. Jones, Jr. .......... 41 Director H. Lee Maschmann ............. 41 Director Elizabeth L. Nichols ......... 45 Director Kevin J. Shepherd ............ 43 Director
The executive officers and directors of Tritel PCS, at July 31, 1999, were as follows:
NAME POSITION - --------------------------------- ------------------------------------------------------------------ William M. Mounger, II .......... Chairman of the Board of Directors, Chief Executive Officer and President Jerry M. Sullivan, Jr. .......... Director, Executive Vice President and Chief Operating Officer E.B. Martin, Jr. ................ Director, Executive Vice President, Treasurer and Chief Financial Officer
The executive officers, directors and key employees of Tritel Communications, Inc., our operating subsidiary, at July 31, 1999, were as follows:
NAME AGE POSITION - --------------------------------- ----- -------------------------------------------------------- William M. Mounger, II .......... 42 Chairman of the Board of Directors and Chief Executive Officer William S. Arnett ............... 49 President Jerry M. Sullivan, Jr. .......... 40 Director, Executive Vice President and Chief Operating Officer E.B. Martin, Jr. ................ 43 Director, Executive Vice President, Treasurer and Chief Financial Officer T. Clark Akers .................. 42 Senior Vice President-External Affairs Timothy Burnette ................ 43 Senior Vice President-Engineering and Technical Operations Keith Halford ................... 48 Senior Vice President-Marketing Kirk Hughes ..................... 39 Senior Vice President-Information Systems Doug McQueen .................... 38 Senior Vice President-Market Operations James H. Neeld, IV .............. 39 Senior Vice President-General Counsel and Secretary Karlen Turbeville ............... 40 Senior Vice President-Finance Dennis M. Watford ............... 50 Senior Vice President-Human Resources and Administration
76 William M. Mounger, II. Mr. Mounger has served as Chief Executive Officer of Tritel, Inc. and Mercury Communications since 1998 and 1990, respectively. In addition, Mr. Mounger served as President of Tritel, Inc. until January 1999. Mr. Mounger was a member of the Cellular One Advisory Council from 1992-1994 and served as its Chairman from 1993-94. In recent years, Mr. Mounger has served as President of Delta Cellular Communications, as President of Alaska-3 Cellular, as Vice President of Mobile Talk, Inc., an SMR operator, as President of Southeastern Cellular Communications, and as President or executive officer in several other cellular companies. In 1996, Mr. Mounger was one of three original founders of Unity Communications, a reseller of long distance and wireless services. From 1983 to 1988, he was a partner in Sunbelt Cellular Partners, which merged with other entities to form Vanguard Cellular in 1987. William S. Arnett. Mr. Arnett has served as President of Tritel, Inc. since January 1999. Mr. Arnett has served as President of Flying A Towers, a communication tower leasing company. Mr. Arnett served as President of a division of Dial Call Communications from 1994 to 1996 and with Nextel Communications following the merger of Dial Call into Nextel Communications until 1996. Mr. Arnett served as Chief Operating Officer of Transit Communications Corporation from 1993 to 1994 and as President of Rural Cellular, Inc. from 1990 to 1993. Mr. Arnett also held several positions at United States Cellular from 1984 to 1990, most recently serving as Corporate Vice President, Marketing and Operations. Jerry M. Sullivan, Jr. Mr. Sullivan has served as Executive Vice President and Chief Operating Officer of Tritel, Inc. since 1993. Mr. Sullivan has also served as the Vice President and Chief Operating Officer of Mercury Communications, and Alaska-3 Cellular Corporation. In 1994, Mr. Sullivan joined and became an active member of the Universal Wireless Communications Consortium. Mr. Sullivan also represents Tritel, Inc. in the Personal Communications Industry Association, where he is actively involved with the Broadband PCS Alliance Council. As Vice President and Chief Operating Officer of Mercury Communications, Mr. Sullivan was responsible for all operations applicable to Mercury's cellular markets. Mr. Sullivan served as Regional Manager of Mercury Communications for multiple Mississippi cellular markets, and was responsible for seeking potential acquisitions and business opportunities for Mercury throughout the United States. Prior to joining Mercury in 1993, Mr. Sullivan was a senior manager of First Energy Corporation, a wholly owned subsidiary of ChemFirst, Inc., formerly First Mississippi Corporation. E.B. Martin, Jr. Mr. Martin has served as Executive Vice President, Treasurer and Chief Financial Officer of Tritel, Inc. since 1997. Mr. Martin has also served as the Vice President and Chief Financial Officer of Mercury Communications from 1990 to 1993 and since 1997. Mr. Martin was a shareholder of the law firm of Young, Williams, Henderson & Fuselier, P.A. from 1993 to 1996 and currently is a shareholder of its affiliate, Young, Williams, Henderson, Fuselier & Associates, Ltd. Mr. Martin has experience in handling mergers and acquisitions of domestic and international wireless companies. He has been responsible for arranging debt and equity financing for numerous cellular properties and has extensive experience in managing individual and institutional venture capital investments, litigation and contractual negotiations. Mr. Martin also serves as Secretary/Treasurer for Mercury Communications, Alaska-3 Cellular Corporation and Mercury Wireless Management. Scott I. Anderson. Mr. Anderson has served as a Director of Tritel, Inc. since January 1999. Since 1997, Mr. Anderson has served as a principal in Cedar Grove Partners, LLC, an investment and consulting/advisory partnership, and, since 1998, as a principal in Cedar Grove Investments, LLC, a small "angel" capital investment fund. Mr. Anderson was an independent board member of PriCellular Corp from March 1997 through June 1998, when the company went private. He is a board member and advisory board member of Tegic, a wireless technology licensing company, a board member of TeleCorp PCS, a board member of Triton PCS and a board member of Xypoint, a private emergency 911 service company. He was employed by McCaw Cellular Communications and AT&T Wireless from 1986 until 1997, where he last served as Senior Vice President of the Acquisitions and Development group. 77 Alexander P. Coleman. Mr. Coleman has served as a Director of Tritel, Inc. since January 1999. Since 1996, Mr. Coleman has served as a Vice President and Investment Partner of Dresdner Kleinwort Benson Private Equity LLC's leveraged buyout group. Prior to joining Dresdner Kleinwort Benson, Mr. Coleman served in several corporate finance positions for Citicorp/Citibank N.A. from 1989 through 1995, most recently as Vice President of Citicorp Venture Capital. Gary S. Fuqua. Mr. Fuqua has served as a Director of Tritel, Inc. since January 1999. Mr. Fuqua has managed corporate development activities at Entergy since 1998. In addition, Mr. Fuqua oversees Entergy's non-regulated domestic retail businesses, including District Energy, Entergy Security and Entergy's various telecommunications businesses. Before he joined Entergy, Mr. Fuqua served as a Vice President with Enron Ventures Corporation in London. He also founded and managed his own company prior to joining Enron in 1988. He is a member of Entergy Enterprises' Board of Directors, and President of Entergy Technology Holdings. Mr. Fuqua is also a member of the board of TeleCorp PCS. Ann K. Hall. Ms. Hall has served as a Director of Tritel, Inc. since January 1999. Since 1995, Ms. Hall has served in various roles for AT&T Wireless Services, Inc., most recently as Director of Partnership Markets. In this role, she has assisted AT&T Wireless's affiliate, Telecorp PCS, in launching its wireless operations, and she was previously involved in overseeing the financial operations for AT&T Wireless's partnership interests in the Los Angeles and Houston markets. Prior to joining AT&T Wireless Services, Inc., Ms. Hall worked for Ernst & Young LLP's Telecommunications Consulting Practice, during which time McCaw Cellular was one of her main clients. Before working in the Telecommunications Industry, Ms. Hall worked as a Product Development Engineer at National Semiconductor and later at Intel Corporation in the Technology Development Finance group. Andrew Hubregsen. Mr. Hubregsen has served as a Director of Tritel, Inc. since January 1999. Mr. Hubregsen is a Senior Vice President with Conseco Private Capital Group, Inc. He is responsible for Conseco's approximately $700 million portfolio of private equity and equity related investments in a wide variety of industries. Mr. Hubregsen joined Conseco in September 1992 in the area of Corporate Development and has identified, negotiated and structured acquisitions in both core and non-core business. Prior to joining Conseco, Mr. Hubregsen was employed at GE Capital Services in the Financial Institutions Group of the Corporate Finance Division. While at GE Capital, Mr. Hubregsen worked on a variety of leveraged debt and equity transactions. David A. Jones, Jr. Mr. Jones has served as a Director of Tritel, Inc. since July 1999. Mr. Jones is a founder and the Chairman and Managing Director of Chrysalis Ventures, LLC, a venture capital firm. Prior to founding Chrysalis Ventures, LLC in 1994, Mr. Jones was an attorney in private practice. Mr. Jones is also a director of Humana Inc., Mid-America Bancorp and High Speed Access Corp. H. Lee Maschmann. Mr. Maschmann has served as a Director of Tritel, Inc. since January 1999. Mr. Maschmann is Vice President of Partnership Operations, Engineering for AT&T Wireless Services, Inc. In this role, he has assisted AT&T Wireless's affiliates, Telecorp PCS and Triton PCS in launching their wireless operations. He was previously involved in overseeing the Technical Operations and Engineering for AT&T Wireless's partnership interests in the Los Angeles and Houston markets. Prior to that, he oversaw the engineering and construction of AT&T Wireless's PCS markets in the Southwest region. Since 1985, Mr. Maschmann has held a number of technical leadership positions with AT&T Wireless Services, Inc., McCaw Communications, and MetroCel Cellular. Elizabeth L. Nichols. Ms. Nichols has served as a Director of Tritel, Inc. since January 1999. Ms. Nichols has served as a Director and President of JDN Realty Corp., a publicly traded real estate investment trust since 1994 and is a Director of Ruby Tuesday, Inc. Prior to joining JDN Realty Corp., Ms. Nicholas worked for approximately 18 years in the real estate industry for JDN Enterprises, Inc., Dobson & Johnson Mortgage Banking firm and First American National Bank. Kevin J. Shepherd. Mr. Shepherd has served as a Director of Tritel, Inc. since January 1999. Mr. Shepherd has served as President of Triune, Inc., a financial advisory firm servicing high net worth individuals since its inception in 1989. 78 T. Clark Akers. Mr. Akers has served as Senior Vice President-External Affairs since 1995. Mr. Akers is responsible for federal, state and local governmental relations and maintaining Tritel, Inc.'s relationships with the FCC and the Wireless Bureau and developing relationships with the Public Service Commissions, Planning Commissions and other regulatory agencies in states in which Tritel, Inc. will do business. Timothy Burnette. Mr. Burnette has served as Senior Vice President--Engineering & Technical Operations since May 1999. He is responsible for the construction and operation of Tritel, Inc.'s TDMA IS-136 PCS network. Prior to joining Tritel, Inc., Mr. Burnette served as Director of Network Operations (River Region) for Nextel from 1994 to 1995, Vice President of Network Operations (River Region) for Nextel from 1995 to 1996, and Vice President, Corporate Development, for Hemphill Corporation, a tower and construction company primarily focused on the wireless communications industry, from 1996 to 1999. Keith Halford. Mr. Halford has served as Senior Vice President-Marketing since February 1999. He is responsible for Tritel, Inc.'s overall marketing strategy. Prior to joining Tritel, Inc., Mr. Halford was Principal of Transactional Marketing Consultants beginning in March 1995, where he assisted television networks, advertising agencies and telemarketing firms in the creation of e-commerce opportunities. From 1993 through March 1995, Mr. Halford was President of RSTV Inc. where he created ViaTV, an auction-based, satellite delivered television channel. Kirk Hughes. Mr. Hughes has served as Senior Vice President-Information Systems since 1998. He is responsible for Tritel, Inc.'s management information systems and support. Prior to joining Tritel, Inc. in 1998, Mr. Hughes was employed with MobileComm, a national paging company, for 13 years, where he last served as Vice President of Information Systems. In that capacity Mr. Hughes managed a staff of 75 employees serving a customer base of 4 million people. Doug McQueen. Mr. McQueen has served as Senior Vice President-Market Operations since July 1998. He is responsible for direct and indirect sales, oversight of the construction and staffing of the company's retail stores and overall supervision of Tritel, Inc.'s regional managers. Prior to becoming Senior Vice President-Market Operations, Mr. McQueen was Vice President-Regional Manager with Tritel, Inc. from 1997 and General Manager of Mercury Communications's Madisonville, Kentucky market from September 1991 through April 1994. From May 1994 through January 1997, Mr. McQueen was employed with Clear Communications as a Regional Manager for its Kentucky and West Virginia markets. Mr. McQueen was General Manager for United States Cellular's Evansville, Indiana market from 1986 to 1991. James H. Neeld, IV. Mr. Neeld has served as Senior Vice President-General Counsel and Secretary since April 1999 and April 1998, respectively. He is responsible for general corporate and other legal matters. Prior to becoming Senior Vice President-General Counsel in 1999, Mr. Neeld was a shareholder of the Jackson, Mississippi law firm, Young, Williams, Henderson & Fuselier, P.A. and its affiliate Young, Williams, Henderson, Fuselier & Associates, Ltd. Mr. Neeld began his career with Young, Williams, Henderson & Fuselier, P.A. in 1985 and was a director of the firm from 1994 through 1997, and remains of counsel to the firm. While in private practice, Mr. Neeld focused on telecommunications and general corporate law, corporate finance, acquisitions, transactions and business planning. Mr. Neeld currently serves on the Executive Committee of the Business Law Section of the Mississippi Bar and is a member of the Mississippi Secretary of State's Business Law Advisory Group. Karlen Turbeville. Ms. Turbeville has served as Senior Vice President-Finance since 1991. She also has served as Vice President of Alaska - 3 Cellular Corporation and as Vice President of Finance and Director for Mercury Communications. Since joining Mercury Communications in 1991, Ms. Turbeville has held direct responsibility for the financial, treasury, billing, customer care, roaming, investor relations, budgeting and regulatory reporting functions for all RSA markets. Prior to joining Mercury Communications, Ms. Turbeville was a Manager at Tann, Brown & Russ Co., Ltd., a Mississippi accounting firm. Ms. Turbeville is a Certified Public Accountant with experience in accounting, auditing and consulting, including six years with Arthur Andersen & Co. where she worked with Worldcom, Skytel and cellular companies, and companies in the transportation, public utility and banking industries. 79 Dennis M. Watford. Mr. Watford has served as Senior Vice President-Human Resources and Administration since August 1999, after joining Tritel, Inc. in February 1999. Prior to joining Tritel, Inc., Mr. Watford was employed with Chemfirst Inc. from 1983 to 1999, where he last served as Director of Human Resources. The Bylaws of Tritel, Inc. provide that the Board of Directors will have between one and thirteen members. According to the terms of the Stockholders' Agreement, the Board of Directors will consist of thirteen members. For so long as required by the FCC, the management stockholders will designate four members, each of whom must be an officer of Tritel, Inc. and each of whom will have 1/2 of a vote, AT&T Wireless will designate two members and the cash equity investors will designate three members. The remaining four directors will be designated by the management stockholders, and if permitted by FCC regulation, one such designation will be subject to the consent of the cash equity investors alone, with the remaining three subject to the consent of the cash equity investors and AT&T Wireless. Once permitted by FCC regulation, the remaining four directors will be designated by the cash equity investors, with three of these designations subject to the consent of AT&T Wireless and Messrs. Mounger, Martin and Sullivan. All directors will hold office until the annual meeting of stockholders next following their election and until their successors are elected and qualified. No director may be removed without cause. Officers are elected annually by and serve at the discretion of the Board of Directors. Tritel, Inc.'s Bylaws provide that the Board of Directors may establish committees to exercise certain powers delegated by the Board of Directors. At present, the Board has established an Audit Committee, whose members are Mr. Coleman, Mr. Fuqua and Ms. Hall, and a Compensation Committee, whose members are Messrs. Hubregsen, Maschmann and Shepherd. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS EXECUTIVE COMPENSATION The following table sets forth certain information with respect to the compensation paid by Tritel, Inc. for services rendered during fiscal year 1998 by its chief executive officer and its four most highly compensated executive officers. Mr. Arnett became President in January 1999 and was not an employee of Tritel, Inc. prior to such appointment. SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION ANNUAL COMPENSATION AWARDS ------------------------------------------ ------------- SECURITIES OTHER ANNUAL UNDERLYING NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION OPTIONS - ------------------------------------------- ----------- ----------- -------------- ------------- William M. Mounger, II Chairman of the Board and Chief Executive Officer ........................ $225,000 $112,500 -- -- Jerry M. Sullivan, Jr. Executive Vice President and Chief Operating Officer .................. 225,000 112,500 -- -- E.B. Martin, Jr. Executive Vice President and Chief Financial Officer .................. 225,000 112,500 -- -- Karlen Turbeville Senior Vice President -- Finance ......... 175,000 87,500 -- -- John Greathouse Senior Vice President -- Chief Technical Officer ........................ 175,000 97,500 $2,700 --
Stock Options There were no stock options granted to the named executive officers during fiscal year 1998. DIRECTORS COMPENSATION It is not anticipated that the directors designated by the cash equity investors will receive cash compensation for their service on the Board of Directors. Other non-employee directors receive a 80 quarterly stipend of $2,500, $1,000 for attending each Board or committee meeting and $500 for participating in each Board or committee meeting held by teleconference. In addition, Tritel, Inc. has adopted the 1999 Stock Option Plan for Non-Employee Directors and anticipates granting stock options to qualifying non-employee directors in fiscal year 1999. All directors, including directors who are Tritel, Inc. employees, will be reimbursed for out-of-pocket expenses in connection with attendance at meetings. EMPLOYMENT AGREEMENTS Tritel, Inc. has entered into employment agreements with Messrs. Arnett, Martin, Mounger and Sullivan. The employment agreements provide for a term of five years at an annual base salary of $225,000, subject to increase as determined by the Board of Directors. Each executive officer will also be eligible for an annual bonus of up to 50% of his base salary upon achievement of certain objectives to be determined by the Board of Directors or its Compensation Committee. The employment agreements provide for termination: o by the executive officer, at any time and at his sole discretion upon 30 days' written notice to Tritel, Inc.; o by the executive officer, at any time for "Good Reason," as defined in the employment agreements, upon written notice to Tritel, Inc.; o by Tritel, Inc., at any time for "cause," as defined in the employment agreements, upon written notice to the executive officer; o automatically, upon the executive officer's death; o by Tritel, Inc., upon the executive officer's "Disability," as defined in the employment agreements, upon written notice to the executive officer; o by Tritel, Inc., immediately in the event of an uncured breach of the Management Agreement by the Manager, as defined below; and o by Tritel, Inc., if Tritel, Inc. does not meet certain corporate objectives. Depending upon the reason for termination of the employment agreements, the executive officer may be entitled to a severance payment upon such termination. The employment agreements grant to Tritel, Inc. certain repurchase rights with respect to the shares of Class A Common and Class C Common received by some of the executive officers upon the closing of the joint venture and the shares of Class A Common received by William S. Arnett. The employment agreements provide that the equity to be received by the executive officers is subject to the following vesting schedule:
VESTING DATE EVENT PERCENT OF BASE SHARES - ------------------------------------------------------------------------- ----------------------- Commencement Date(1) ............................................... 20% Second Anniversary ................................................. 15 Third Anniversary .................................................. 15 Fourth Anniversary ................................................. 15 Fifth Anniversary .................................................. 15 Completion of Year 1 and Year 2 of Minimum Build-Out Plan .......... 10 Completion of Year 3 of Minimum Build-Out Plan ..................... 10 -- Total ............................................................. 100% === ------------ (1) The first vesting date event for Mr. Arnett is the First Anniversary.
For purposes of this vesting schedule, the term "Base Shares" means eleven-fifteenths (11/15) of the executive officer's Class A Common and Class C Common and, in the case of Mr. Arnett, eleven-fifteenths (11/15) of Class A Common. The employment agreements provide for repurchase by 81 Tritel, Inc. of each executive officer's non-vested stock upon the occurrence of specified events and allow for accelerated vesting upon certain termination events. Until the stock is vested, the certificates evidencing the shares of stock are to be held in escrow. The employment agreements also contain customary restrictions on the executive officers' ability to compete with Tritel, Inc., solicit employees of Tritel, Inc. and on the disclosure of confidential information of Tritel, Inc. Notwithstanding the foregoing, certain terms of Mr. Arnett's employment agreement differ from the employment agreements of the other executive officers. With respect to termination, Mr. Arnett may be terminated by Tritel, Inc., at any time with or without "Cause," as defined in the employment agreements, upon written notice to him, and Mr. Arnett's employment is not subject to the terms of the Management Agreement. 1999 STOCK OPTION PLAN Tritel, Inc.'s 1999 Stock Option Plan authorizes the grant of certain tax-advantaged stock options that are intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended, nonqualified stock options, restricted shares, deferred shares and stock appreciation rights for the purchase of an aggregate of up to 13,566 shares of common stock of Tritel, Inc. ("Awards"). The Stock Option Plan provides for the grant of Awards to qualified officers, employee directors and other key employees of, and consultants to, Tritel, Inc. and its subsidiaries, provided, however that incentive stock options may only be granted to employees. As of June 30, 1999, no options have been issued under the Stock Option Plan. As of June 30, 1999, 11,395 shares have been issued pursuant to restricted stock grants. The maximum term of any stock option to be granted under the Stock Option Plan is ten years, except that with respect to incentive stock options granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of Tritel, the term of those stock options shall be for no more than five years. The number and terms of each Award and all questions of interpretation with respect to the Stock Option Plan, including the administration of, and amendments to, the Stock Option Plan, are determined by the Board of Directors or a compensation committee designated by the Board. The exercise price of incentive stock options and nonqualified stock options granted under the Stock Option Plan must not be less than the fair market value of the common stock on the grant date, except that the exercise price of incentive stock options granted to a 10% stockholder must not be less than 110% of such fair market value on the grant date. The aggregate fair market value on the date of grant of the common stock for which incentive stock options are exercisable for the first time by an employee during any calendar year may not exceed $100,000. The Stock Option Plan will terminate in 2009 unless extended by amendment. In the event a participant in the Stock Option Plan terminates employment with Tritel, Inc., the Board or the compensation committee may accelerate the vesting and exercisability of any stock option or stock appreciation right or lapse the restrictions on any restricted share or deferred share if it determines such action to be equitable under the circumstances or in Tritel, Inc.'s best interest. 1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Tritel, Inc.'s 1999 Stock Option Plan for Non-employee Directors authorizes the grant of certain nonqualified stock options for the purchase of an aggregate of up to 50,000 shares of common stock of Tritel, Inc. to non-employee directors of Tritel, Inc. As of June 30, 1999, no options have been issued under the Non-employee Directors Plan. The maximum term of any stock option to be granted under the Non-employee Directors Plan is ten years. Grants of options under the Non-employee Directors Plan and all questions of interpretations with respect to the Non-employee Directors Plan, including the administration of, and amendments to, the Non-employee Directors Plan, are determined by the Board of Directors. The exercise price of nonqualified stock options granted under the Non-employee Directors Plan must not be less than the fair market value of the common stock on the grant date. The Non-employee Directors Plan will terminate in 2009 unless extended by amendment. 82 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSFER OF LICENSES TO TRITEL, INC. As part of the joint venture transactions, Tritel, Inc. acquired C-Block PCS licenses from Airwave Communications and E- and F-Block PCS licenses from Digital PCS. The members of Digital PCS are Messrs. Mounger, Sullivan and Martin. Airwave Communications transferred its C-Block PCS licenses, comprising approximately 2.5 million Pops in Alabama, and $31.9 million of government financing, to Tritel, Inc. in exchange for $14.4 million of Series C Preferred Stock. Digital PCS transferred certain of its E- and F-Block licenses, comprising 4.1 million Pops in Alabama and Mississippi, and $9.5 million of government financing, to Tritel, Inc., in exchange for $3.8 million of Series C Preferred Stock. Of the 4.1 million Pops transferred by Digital PCS, 1.7 million overlap with those contributed by AT&T Wireless. OWNERSHIP OF THE REMAINING AFFILIATE LICENSES; OPTION TO PURCHASE LICENSES IN GEORGIA AND FLORIDA Digital PCS continues to hold PCS licenses covering approximately 1.5 million Pops in New Mexico and Texas. Tritel, Inc. has exercised an option to acquire PCS licenses covering approximately 2.0 million Pops in Florida and southern Georgia owned by Digital PCS for a purchase price of approximately $15 million in cash and Series C Preferred Stock. These licenses will be transferred to Tritel PCS upon approval by the FCC. Tritel PCS subsequently committed to grant to AT&T Wireless or its designee two options to purchase these licenses, one of which covers the Fort Walton and Pensacola, Florida Pops and the other the remaining Pops in Florida and southern Georgia. These options expire on November 20, 1999 and April 20, 2000, respectively, unless extended. The purchase price for the licenses subject to the option was the number of shares of Series C Preferred that has a value equal to the aggregate amount paid by Digital PCS to the FCC for the licenses, excluding the FCC debt outstanding. Additionally, Tritel, Inc. assumed the FCC debt. Under this formula, the purchase price equaled approximately $3.0 million in Series C Preferred Stock and Tritel assumed $12.0 million in FCC debt. In order to obtain AT&T Wireless's consent to exercise its option with Digital PCS, Tritel, Inc. has agreed to amend certain of the AT&T joint venture agreements to provide that the definition of PCS Territory in these documents excludes the territory covered by the licenses subject to the option and Tritel, Inc. and its subsidiaries shall only engage in specified permitted activities related to the licenses or the territories covered by the licenses. On April 20, 1999, Digital PCS sold licenses covering 1.6 million Pops in Louisiana to Telecorp PCS, another AT&T Wireless joint venture partner, in exchange for an equity interest in Telecorp PCS. Management intends for the remaining licenses, covering 1.5 million Pops in Texas and New Mexico, to remain with Digital PCS. LOANS TO PREDECESSORS On January 7, 1999, Tritel, Inc. entered into a secured promissory note agreement under which it agreed to lend up to $2.5 million to Airwave Communications and Digital PCS. Interest on advances under the loan agreement is 10% per year. The interest will compound annually and interest and principal are due at maturity of the note. The note is secured by Airwave Communications's and Digital PCS's ownership interest in Tritel, Inc. and certain equity securities of TeleCorp PCS. Any proceeds from the sale of licenses by Airwave Communications and Digital PCS, net of the FCC debt repayment, are required to be applied to the note balance. If the note has not been repaid within five years, it will be repaid through a reduction of Airwave Communications's and Digital PCS's interest in Tritel, Inc. based on a valuation of Tritel, Inc.'s stock at that time. 83 MANAGEMENT AGREEMENT Tritel, Inc. has entered into a Management Agreement with Tritel Management, LLC, a Mississippi limited liability company, which is wholly owned by the Messrs. Martin, Mounger and Sullivan. Pursuant to the Management Agreement, Tritel Management is to be responsible for the design, construction and operation of Tritel, Inc. and its business, all subject to Tritel, Inc.'s oversight, review and ultimate control and approval. Tritel will pay Tritel Management a fee of $10,000 per year for such services and will reimburse Tritel Management for out-of-pocket expenses incurred on behalf of Tritel, Inc. The term of the Management Agreement is five years, subject to termination upon the occurrence of certain events described in the Management Agreement. RELATIONSHIP WITH MERCURY COMMUNICATIONS Mercury Communications, a company wholly owned by Messrs. Martin, Mounger and Sullivan, provides management services to Alaska-3 Cellular, LLC, the owner of the non-wireline Alaska-3 Cellular license. In conjunction with Mercury Communications' transfer of its employees to Tritel, Inc., Mercury Communications has subcontracted to Tritel, Inc. the back-office management functions associated with managing Alaska-3's cellular market. For the services provided by Tritel, Inc., Mercury Communications pays a monthly fee in the amount of $14,250. During 1997 and 1998, Tritel, Inc. reimbursed Mercury Communications for actual expenses to cover the salaries and employee benefits of Mercury Communications employees who were providing services almost exclusively to Tritel, Inc. Tritel, Inc. reimbursed Mercury Communications $1,312,000 and $3,709,000 for such expenses in 1997 and 1998, respectively. On January 7, 1999, after consummation of the transactions described herein, the employees of Mercury Communications who were providing services to Tritel, Inc. became employees of Tritel, Inc. During April 1997, Tritel, Inc. advanced $249,000 on behalf of Mercury Communications to repay a loan Mercury Communications had incurred from a third party. The balance due from Mercury Communications on this advance was $247,000 at December 31, 1997 and 1998 and June 30, 1999. RELATIONSHIP WITH MERCURY WIRELESS MANAGEMENT, INC. Mercury Wireless Management, Inc., a company wholly owned by Messrs. Martin, Mounger and Sullivan, provides management and marketing services to communications tower owners, including municipalities. Mercury Wireless Management has contracted to provide such services to the City of Jackson, Mississippi. Under the City of Jackson contract, Mercury Wireless Management receives a percentage of rentals generated from the leasing of the facilities managed by Mercury Wireless Management. Tritel, Inc. has entered into various leases to co-locate its equipment on certain towers owned by the City of Jackson and managed by Mercury Wireless Management. These leases were negotiated on an arms length basis and incorporate terms substantially identical to those offered by the City of Jackson to unrelated third-party carriers. Tritel, Inc.'s employees perform certain services on behalf of Mercury Wireless Management, and Mercury Wireless Management reimburses Tritel, Inc. for these services. Such amounts totaled $17,000 for 1997 and $11,000 for 1998 and were included in amounts due from affiliates at December 31, 1997 and 1998. RELATIONSHIP WITH WIRELESS FACILITIES, INC. Tritel, Inc. receives site acquisition and microwave relocation services from Wireless Facilities, Inc. Scott I. Anderson, who is a director of Tritel, is also a director of Wireless Facilities. RELATIONSHIP WITH AT&T WIRELESS Tritel, Inc. has entered into joint venture agreements with AT&T Wireless and its affiliates, including the Securities Purchase Agreement, the Closing Agreement related thereto, Stockholders' Agreement, Network Membership License Agreement, Roaming Agreement, Resale Agreement, 84 Roaming Administration Agreement and Long Distance Agreement. AT&T Wireless holds Series A Preferred Stock and Series D Preferred Stock valued at $137.1 million and has designated two directors to Tritel, Inc.'s Board of Directors, Ann K. Hall and H. Lee Maschmann. RELATIONSHIP WITH TELECORP PCS AND TRITON PCS Tritel, Inc. has common stockholders with TeleCorp PCS and Triton PCS and may be deemed an affiliate by virtue of this common ownership. Scott I. Anderson and Gary S. Fuqua, two of Tritel, Inc.'s directors, serve as directors of TeleCorp PCS. Mr. Anderson also serves as a director of Triton PCS. Tritel, Inc. has entered into an agreement with TeleCorp PCS and Triton PCS to adopt the common brand name, SunCom, that will be co-branded with the AT&T brand name. RELATIONSHIP WITH ABC WIRELESS, L.L.C. Tritel, Inc. has made a loan of $7.5 million to ABC Wireless, L.L.C. for the purpose of bidding on licenses in the FCC's auction of C-Block PCS licenses. The members of ABC Wireless are Mr. Anderson, a director of Tritel, Inc., and Gerald T. Vento and Thomas H. Sullivan, directors and executive officers of TeleCorp PCS. See "Management's Discussion and Analysis -- Pending License Acquisition." RELATIONSHIP WITH FLYING A TOWERS Tritel, Inc. has leased several communication towers and expects to lease several additional towers from Flying A Towers. Mr. Arnett is President of Flying A Towers. RELATIONSHIP WITH INITIAL PURCHASERS Affiliates of the Initial Purchasers also provide banking, advisory and other financial services to Tritel PCS and its affiliates in the ordinary course of business. Toronto Dominion (Texas), Inc., an affiliate of TD Securities (USA) Inc., is the administrative agent and issuing bank and affiliates of each of the Initial Purchasers are lenders under Tritel, Inc.'s bank facility. Tritel, Inc. intends to enter into an interest rate swap agreement with Barclays Bank PLC. RELATIONSHIP WITH CASH EQUITY INVESTORS Tritel, Inc. and the cash equity investors have entered into an Investors Stockholders' Agreement to provide for certain rights with respect to the management of Tritel, Inc., and to provide for certain restrictions with respect to the sale, transfer or other disposition of Tritel, Inc. stock beyond those rights and restrictions set forth in the Stockholders' Agreement. The Investors Stockholders' Agreement provides, subject to limited exceptions with respect to removal of directors and filling of vacancies, that the cash equity investors will vote all of their shares to cause the election of one individual to be designated as a director by each of Conseco, Dresdner and Entergy. Initially, the directors designated by Conseco, Dresdner and Entergy will be Andrew Hubregsen, Alexander P. Coleman and Gary S. Fuqua, respectively. In the event that the right of the cash equity investors to nominate directors is reduced to one director, then that right will be exercisable by cash equity investors owning two-thirds of the outstanding shares of common stock and/or Series C Preferred Stock held by all cash equity investors. Each cash equity investor has agreed, subject to certain limited exceptions, that it will not directly or indirectly transfer or otherwise grant or create certain liens in, give, place in trust or otherwise voluntarily or involuntarily dispose of ("Transfer") any share of the capital stock of Tritel, Inc. held by it as of January 7, 1999 or thereafter acquired, including a proposed Transfer to any Prohibited Transferee, as defined in the Stockholders' Agreement, or any Regional Bell Operating Companies, Microsoft Corporation, GTE, SNET or any of their respective affiliates, successors or assigns. In addition, if a cash equity investor desires to Transfer any or all of its shares of the capital stock of Tritel, Inc. to an affiliate or affiliated successor, then the cash equity investor must first offer all of 85 those shares to the other cash equity investors, subject to certain terms and conditions. Each cash equity investor also has tag along rights and drag along rights. The tag along rights enable non-selling cash equity investors to participate in a sale of certain capital stock of Tritel, Inc. by other selling cash equity investors, subject to certain terms and conditions. The drag along rights provide, under certain circumstances, that a cash equity investor that proposes to sell its shares of the capital stock of Tritel, Inc. may compel other non-selling cash equity investors to participate in the proposed sale. The Investors Stockholders' Agreement will terminate upon the termination of the Stockholders' Agreement. RELATIONSHIP WITH YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. Young, Williams, Henderson & Fuselier, P.A. provides legal services to Tritel. E.B. Martin, Jr., who is an officer and director of Tritel, is also a shareholder of the law firm of Young, Williams, Henderson & Fuselier and Associates Ltd., an affiliate of Young, Williams, Henderson & Fuselier, P.A. James H. Neeld, IV, who is Senior Vice President-General Counsel and Secretary of Tritel, Inc., is also of counsel to Young, Williams, Henderson & Fuselier, P.A. 86 PRINCIPAL STOCKHOLDERS The following table sets forth certain information with respect to beneficial ownership of Tritel, Inc.'s voting securities, as well as its non-voting common stock, as of the date of this prospectus, by o each stockholder who is known by Tritel, Inc. to own beneficially more than 5% of any class of Tritel, Inc.'s voting securities, o each of Tritel, Inc.'s directors, o each of the named executive officers and o all directors and executive officers of Tritel, Inc. as a group. On January 7, 1999, several institutional equity investors, some of which are named in the table below, purchased an aggregate of $149.2 million of Series C Preferred Stock of Tritel, Inc. Of this amount, $99.4 million was funded on January 7, 1999 and the remaining $49.8 million is due to be funded, under the institutional investors' irrevocable and unconditional commitments, on September 30, 1999. Most of these institutional investors entered into investor loan agreements with Ericsson pursuant to which Ericsson provided a total of $60.8 million of loans to them, severally, to fund a portion of the January 7, 1999 purchase. On the same date, Airwave Communications purchased $11.2 million of the Series C Preferred Stock of Tritel, Inc. and Digital PCS purchased $3.0 million of Series C Preferred Stock. The full $14.2 million was funded on January 7, 1999 by means of an investor loan from Ericsson in that amount. As part of a restructuring of their operations, Digital PCS has agreed to transfer all of its Series C Preferred Stock, including the foregoing $3.0 million of Series C Preferred Stock, to Airwave Communications, which will also assume the $3.0 million loan from Ericsson. The investor loans are subject to limited recourse. The interest thereon, which is at a fixed rate, is not payable for eight years, and the loans are secured by $121.8 million of Series C Preferred Stock owned by the institutional investors and $32.4 million of Series C Preferred Stock owned by Airwave Communications, including the shares to be acquired from Digital PCS. Ericsson made these loans as an additional inducement for Tritel, Inc. to agree to purchase from Ericsson not less than $300 million of PCS infrastructure equipment, including base stations, switches, software and related peripheral equipment. Shares of Series C Preferred Stock are convertible immediately into shares of Class A Common Stock on a one-for-one basis and, accordingly, holders of Series C Preferred Stock are deemed to own the same number of shares of Class A Common Stock. On all matters to be submited to the stockholders of Tritel, Inc., the holders of Series C Preferred Stock have the right to vote on an as-converted basis as a single class with the holders of Tritel, Inc.'s Class A Common Stock. Together the Class A Common Stock and the Series C Preferred Stock cast 4,990,000 votes on all matters not requiring a class vote, while the nine shares of Voting Preference Common Stock cast 5,010,000 votes on all matters not requiring a class vote. The votes to which the Class A Common Stock and Series C Preferred Stock are collectively entitled are allocated to each share on a pro rata basis. Similarily, the votes to which the nine shares of Voting Preference Common Stock are entitled are allocated to each share on a pro rata basis. The Voting Preference Common Stock loses its voting preference when the rules of the FCC so permit, which is currently ten years after the respective issuances of Tritel, Inc.'s C- and F-Block licenses. The Class C Common Stock is non-voting stock. Unless otherwise indicated, each person named below has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise indicated, the address of each person named below is c/o Tritel, Inc., 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201. 87
COMMON STOCK --------------------------------------------------------------------- CLASS A CLASS C VOTING PREFERENCE COMMON COMMON COMMON ------------------------ ------------------------ ------------------- NAME NUMBER % NUMBER % NUMBER % - ----------------------------------- ------------- ---------- ------------- ---------- -------- ---------- AT&T Wireless(2) .................. -- -- -- -- -- -- Conseco, Inc.(4) .................. -- -- -- -- -- -- Dresdner Kleinwort Benson Private Equity Partners L.P.(5) ................. -- -- -- -- -- -- Triune PCS, LLC(6) ................ -- -- -- -- -- -- Entergy Wireless Corporation(7) ................... -- -- -- -- -- -- MF Financial(8) ................... -- -- -- -- -- -- Airwave Communications, LLC(9) ........................... -- -- -- -- -- -- William M. Mounger, II(9)(10) ..... 5,961.36 16.8% 1,725.56 33.3% 3.0 33.3% Jerry M. Sullivan, Jr.(9) ......... 5,961.36 16.8 1,725.56 33.3 3.0 33.3 E.B. Martin, Jr. .................. 5,961.36 16.8 1,725.56 33.3 3.0 33.3 Karlen Turbeville ................. 2,713.03 7.7 -- -- -- -- William S. Arnett ................. 4,069.54 11.6 -- -- -- -- All officers and directors as a group ............................ 33,551.82 100.0% 5,176.68 100.0% 9.0 100.0% PREFERRED STOCK ----------------------------- PERCENTAGE SERIES C OF TOTAL ----------------------------- VOTING NAME NUMBER %(1) POWER(2) - ----------------------------------- ------------------ ---------- ----------- AT&T Wireless(2) .................. 46,374.10(3) 20.1% 8.8% Conseco, Inc.(4) .................. 50,000.00 27.1 9.5 Dresdner Kleinwort Benson Private Equity Partners L.P.(5) ................. 30,000.00 16.3 5.7 Triune PCS, LLC(6) ................ 24,139.04 13.1 4.6 Entergy Wireless Corporation(7) ................... 20,000.00 10.9 3.8 MF Financial(8) ................... 10,000.00 5.4 1.9 Airwave Communications, LLC(9) ........................... 32,392.36 17.6 6.1 William M. Mounger, II(9)(10) ..... 2,000.00 1.1 18.2 Jerry M. Sullivan, Jr.(9) ......... -- -- 17.8 E.B. Martin, Jr. .................. -- -- 17.8 Karlen Turbeville ................. -- -- * William S. Arnett ................. -- -- * All officers and directors as a group ............................ 2,000.00 1.1% 56.8%
- ---------- * Represents less than 1%. (1) The percentage of the Series C Preferred Stock owned by AT&T Wireless assumes it has converted all of its Series D Preferred Stock into Series C Preferred Stock. The percentage of the Series C Preferred Stock owned by each other holder assumes AT&T Wireless has not converted its Series D Preferred Stock. The percentage of the total voting power of Tritel, Inc. held by all persons in the table assumes AT&T Wireless has converted its Series D Preferred Stock. (2) Address is: 5000 Carillon Point, Kirkland, WA 98033. (3) Consists of 46,374.10 shares Series D Preferred Stock, which are assumed to have been converted into an equivalent number of shares of Series C Preferred Stock. AT&T Wireless also owns 90,668.33 shares of Series A Preferred Stock. (4) These shares are held through Washington National Insurance Company and United Presidential Life Insurance Company. Address is: 11825 North Pennsylvania Street, Carmel, IN 46032. (5) Address is: 75 Wall Street, 24th Floor, New York, NY 10005. (6) Address is: 4770 Baseline Road, Suite 380, Boulder, CO 80303. (7) On April 26, 1999, Entergy Wireless Company notified Tritel, Inc. and the stockholders of Tritel, Inc. of its offer to sell its 20,000 shares of Series C Preferred Stock pursuant to the right of first offer held by certain stockholders of Tritel, Inc. under the Stockholders' Agreement and the Investors Stockholders' Agreement. Entergy has advised Tritel, Inc. that its decision to sell its shares reflects a shift in its strategic focus. Tritel, Inc. has received indications that certain other existing stockholders are interested in purchasing Entergy's shares. Entergy's address is: Three Financial Centre, 900 South Shackelford, Suite 210, Little Rock, AR 72211. (8) Address is: 73 Treemont Street, Suite 13, Boston, MA 02108. (9) Assumes the transfer of 6,802.4 shares of Series C Preferred Stock from Digital PCS to Airwave Communications. Southern Farm Bureau Life Insurance Company has a controlling interest in Airwave Communications. Mr. Mounger and his family have an approximately 10% equity interest in Airwave Communications through M3, LLC. Jerry M. Sullivan, Jr.'s wife and members of her family have a less than 10% equity interest in Airwave Communications through McCarty Communications LLC. Messrs. Mounger and Sullivan disclaim any beneficial interest in the shares of Tritel, Inc. owned by Airwave Communications. (10) Mr. Mounger controls Trillium PCS, LLC, which owns 2,000 shares of Series C Preferred Stock. 88 DESCRIPTION OF CERTAIN INDEBTEDNESS GOVERNMENT DEBT Because Tritel, Inc. qualifies as a small business for the purpose of C-Block licenses and a very small business for the purposes of F-Block licenses, it is entitled to receive preferential financing for these licenses from the U.S. Government. The total license fee payable to the U.S. Government in respect of the C-Block licenses for which Airwave Communications was named the winning bidder is approximately $35.5 million. Under the preferential financing terms for the C-Block Licenses, Airwave Communications has paid a deposit of 10% of the license fee, which is approximately $3.5 million. Under the preferential financing terms for the C-Block licenses, Tritel, Inc. will pay interest only for the first six years of the license term at a fixed interest rate equal to 7.0% per annum with principal amortized during the seventh through tenth years of the license. With respect to the F-Block licenses, the total license fee payable to the U.S. Government is approximately $12.0 million. Under the preferential financing terms for the F-Block licenses, Tritel, Inc. will be required to make quarterly payments of interest only, at a fixed interest rate of 6.125% per annum for the first two years after the license grant date, and quarterly payments of interest and principal over the remaining eight years of the license term. As a C- and F-Block licensee, Tritel, Inc. may incur substantial financial penalties, license revocation or other enforcement measures at the FCC's discretion, in the event that it fails to make timely quarterly installment payments. Where a C or F-Block licensee anticipates defaulting on any required payment, it may request a three to six month grace period before the FCC cancels its license. In the event of default by a C- or F-Block licensee, the FCC could reclaim the licenses, re-auction them, and subject the defaulting party to a penalty comprised of the difference between the price at which it acquired its license and the amount of the winning bid at re-auction, plus an additional penalty of three percent of the subsequent winning bid. BANK FACILITY The following description is not complete and is qualified in its entirety by reference to the provisions of the Amended and Restated Loan Agreement, dated as of March 31, 1999 among Tritel PCS, as borrower, Tritel, Inc., as parent, Toronto Dominion (Texas), Inc., Barclays Bank PLC, NationsBank, N.A., and other financial institutions signatory thereto, as lenders, and Toronto Dominion (Texas), Inc., as administrative agent for the lenders and The Toronto-Dominion Bank, Houston Agency, as the issuing bank, and other related documents entered into in connection with the bank facility. The bank facility provides for an aggregate of up to $550 million of senior secured credit facilities including up to: o a $250 million reducing revolving credit facility (the "Revolver"), o a $100 million term credit facility (the "Term Loan A") and o a $200 million term credit facility (the "Term Loan B"). The final maturity date for the Revolver and the Term Loan A is June 30, 2007 and for the Term Loan B is December 31, 2007. At June 30, 1999, Tritel PCS had amounts outstanding under the bank facility of approximately $200 million. Tritel PCS's ability to draw funds under the bank facility is subject to customary conditions including, among others, the following: o Total Debt outstanding may not exceed 70% of Total Capital, and o Senior Debt may not exceed 50% of Total Capital, except that under certain circumstances, including satisfaction of buildout and subscriber milestones, this percentage may be increased to as much as 55%. 89 As of June 30, 1999, Tritel PCS could have borrowed up to a total of approximately $550 million pursuant to the terms of the bank facility. The bank facility also provides Tritel PCS with letters of credit of up to $10 million under the Revolver. At the option of Tritel PCS, the Revolver and the Term Loan A bear interest at either the base rate, which is the greater of the prime rate of Toronto-Dominion Bank, New York Branch, or the federal funds rate, plus 0.5%, plus an applicable margin ranging from a minimum of 0.75% to a maximum of 2.75%, or LIBOR, plus an applicable margin ranging from a minimum of 1.75% to a maximum of 3.75% (the "LIBOR Margin"), in each case, depending on the occurrence of the third anniversary of the Loan Agreement, the generation of positive operating cash flow by Tritel PCS and Tritel PCS's total leverage ratio. At the option of Tritel PCS, the Term Loan B bears interest at either the base rate, plus an applicable margin of either 2.75% or 3.50%, or LIBOR, plus an applicable margin of either 3.75% or 4.50%, in each case depending on whether or not Tritel PCS has achieved positive cash flow and the third anniversary of the bank facility has occurred. Tritel PCS must pay a per annum commitment fee equal to the product of either 0.5%, 1% or 1.75%, depending on the ratio of available Revolver and Term Loan A commitments to total Revolver and Term Loan A commitments, and the sum of the available Revolver and Term Loan A commitments. Tritel PCS also must pay a letter of credit fee equal to the LIBOR Margin plus 0.125% per annum on the undrawn face amount of any outstanding letters of credit from the date of issuance through the expiration date of those letters of credit. Outstanding loans drawn from the Revolver or the Term Loan A bearing interest at the base rate plus the applicable margin may be prepaid without penalty. Prepayments of the Term Loan B made on or before December 31, 2001 will require a prepayment fee ranging from 0% to 3% of the prepayment amount, depending on the date of prepayment. Prepayments of any loans under the Bank Facility bearing interest at LIBOR plus the LIBOR Margin will require payment of an additional amount sufficient to compensate the lenders for all losses and out-of-pocket expenses other than lost margins on the loans incurred in connection with these prepayments. The bank facility is secured by: o a perfected first priority lien on all tangible and intangible assets, including FCC licenses if legally permitted, of Tritel, Inc., Tritel PCS and each of their present and future subsidiaries, o a pledge of all the capital stock of Tritel PCS and each of its present and future subsidiaries and o a pledge of Tritel, Inc.'s equity subscription agreements. In addition, the bank facility is secured by upstream guarantees from Tritel, Inc. PCS's direct and indirect subsidiaries, both present and future, and a downstream guarantee from Tritel, Inc. The bank facility contains various covenants that restrict the ability of Tritel, Inc. and its subsidiaries, among other things, to: o incur additional indebtedness, o grant liens, o make guarantees, o engage in mergers, acquisitions, investments, consolidations, liquidations, dissolutions and asset sales, o make distributions and other restricted payments, o engage in transactions with affiliates, o own real estate and 90 o restrict upstream dividends by subsidiaries to Tritel PCS. The bank facility contains certain financial and operating covenants including, among other things: o a maximum senior debt to total capitalization ratio, o a maximum total debt to total capitalization ratio, o a minimum percentage of covered Pops, o a minimum number of subscribers, o a minimum amount of revenues, o a maximum amount of capital expenditures, o a maximum total leverage ratio, o a maximum senior leverage ratio, o a minimum fixed charge coverage ratio and o a minimum interest coverage ratio. Events of default under the bank facility include: o any acceleration of, or any default permitting acceleration of, indebtedness of Tritel PCS, its subsidiaries or Tritel, Inc. exceeding $5.0 million, o loss of the right to use any AT&T trademark pursuant to the Network Membership License Agreement within five years after March 31, 1999 and, thereafter, loss of such right under specific circumstances, o failure of any party to the Securities Purchase Agreement, Stockholders' Agreement or Bid Equity Commitments Documentation, as defined in the Loan Agreement, to comply with a funding or contribution obligation thereunder exceeding 30 days, o the occurrence or existence of any Change of Control Event, as defined in the Loan Agreement, and o other usual and customary events of default under senior secured credit facilities. The lenders under the bank facility received fees reflecting then-existing market conditions, as well as reimbursement of their expenses. 91 THE EXCHANGE OFFER PURPOSE AND EFFECT OF THE EXCHANGE OFFER Tritel PCS originally sold the outstanding notes to NationsBanc Montgomery Securities LLC, Barclays Capital Inc., TD Securities (USA) Inc., BNY Capital Markets, Inc., CIBC World Markets Corp. (formerly CIBC Oppenheimer Corp.) and Credit Lyonnais Securities (USA) Inc. (the "Initial Purchasers"). The Initial Purchasers subsequently placed the outstanding notes with: o qualified institutional buyers in reliance on Rule 144A under the Securities Act; and o qualified buyers outside the United States in reliance on Regulation S under the Securities Act. Tritel PCS entered into a registration rights agreement with the Initial Purchasers, as a condition to their purchase of the outstanding notes, pursuant to which Tritel PCS has agreed, for the benefit of the outstanding noteholders, at its own expense, to use its reasonable best efforts file a registration statement for this exchange offer, of which this prospectus is a part, with the Securities and Exchange Commission within 60 days after the issue date of the notes. In addition, Tritel PCS will use its reasonable best efforts to cause the registration statement to become effective within 210 days after the issue date of the notes. When the exchange offer registration statement is declared effective, Tritel PCS will offer the registered notes in exchange for tender of the outstanding notes. For each outstanding note tendered to Tritel PCS pursuant to the exchange offer, the holder of such outstanding note will receive a registered note having an original principal amount at maturity equal to that of the tendered outstanding note. Based upon interpretations by the SEC staff set forth in certain no-action letters to third parties, including Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989); Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991); and Shearman & Sterling, SEC No-Action Letter (July 2, 1993), Tritel PCS believes that the registered notes issued pursuant to this exchange offer in exchange for the outstanding notes, in general, will be freely tradable after the exchange offer, without compliance with the registration and prospectus delivery requirements of the Securities Act. However, any purchaser of outstanding notes who is a Tritel PCS "affiliate," within the meaning of Rule 405 under the Securities Act, who does not acquire the registered notes in the ordinary course of business, or who tenders in the exchange offer for the purpose of participating in a distribution of the registered notes, could not rely on the SEC staff position enunciated in such no-action letters and, in the absence of an applicable exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. A holder's failure to comply with those requirements in such an instance may result in that holder incurring liability under the Securities Act which we will not indemnify. As the above-mentioned no-action letters and the registration rights agreement contemplate, each holder accepting the exchange offer is required to represent to us, in a letter of transmittal, that: o the holder or the person receiving the registered notes, whether or not such person is the holder, will acquire those registered notes in the ordinary course of business; o the holder or any other acquiror is not engaging in a distribution of the registered notes; o the holder or any other acquiror has no arrangement or understanding with any person to participate in a distribution of the registered notes; o neither the holder nor any other acquiror is a Tritel PCS affiliate within the meaning of Rule 405 under the Securities Act; and o the holder or any other acquiror acknowledges that if that holder or other acquiror participates in the exchange offer for the purpose of distributing the registered notes, it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any such resale and cannot rely on the above-mentioned no-action letters. 92 As indicated above, each broker-dealer that receives for its own account a registered note in exchange for outstanding notes must acknowledge that it: o acquired the outstanding notes for its own account as a result of market-making activities or other trading activities; o has not entered into any arrangement or understanding with Tritel PCS or any Tritel PCS "affiliate" to distribute the registered notes; and o will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the registered notes. For a description of the procedures for resales by participating broker-dealers, see "Plan of Distribution." In the event that (1) changes in the law or the applicable interpretations of the SEC staff do not permit Tritel PCS to effect this exchange offer, or (2) if for any other reason the exchange offer is commenced and not consummated within 30 days after the exchange offer registration statement is declared effective, or (3) if any holder of Transfer Restricted Securities notifies Tritel PCS prior to the 20th day following consummation of the exchange offer that: o it is prohibited by law or Commission policy from participating in the exchange offer; o that it may not resell the registered notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales; or o that it is a broker-dealer and owns outstanding notes acquired directly from Tritel PCS or an affiliate of Tritel PCS, then Tritel PCS will: o file, on or prior to 30 days after the earlier of (a) the date on which Tritel PCS determines that the exchange offer registration statement need not or cannot be filed as a result of clause (1) above and (b) the date on which Tritel PCS receives the notice specified in clause (3) above, (such earlier date, the "Shelf Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the exchange offer registration statement (the "Shelf Registration Statement"), covering resales of the outstanding notes; o use its reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Shelf Filing Deadline for the Shelf Registration Statement; and o use reasonable best efforts to keep effective the shelf registration statement until the earlier of two years after the outstanding notes' original issuance date, subject to extension under certain circumstances, or such time as all of the applicable outstanding notes have been sold. "Transfer Restricted Securities" means: o each outstanding note until the date on which such outstanding note has been exchanged by a person other than a broker-dealer for a registered note in the exchange offer; o each outstanding note until following the exchange by a broker-dealer in the exchange offer of an outstanding note for a registered note, the date on which such registered note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the exchange offer registration statement; o each outstanding note until the date on which such outstanding note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; 93 o each outstanding note until the date on which such outstanding note is distributed to the public pursuant to Rule 144 under the Securities Act; and o each registered note held by a broker-dealer until the date on which such registered note is disposed of by a broker-dealer pursuant to the "Plan of Distribution" section in this prospectus. If: o Tritel PCS fails to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; o any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the "Effectiveness Target Date"); o Tritel PCS fails to consummate the exchange offer within 30 business days of the Effectiveness Target Date with respect to the exchange offer registration statement; o the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement; or o the exchange offer registration statement is filed and declared effective but thereafter will cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such exchange offer registration statement that cures such failure and that is itself declared effective immediately (each such event referred to in the previous five clauses is a "Registration Default"), then Tritel PCS will pay liquidated damages to each holder of outstanding notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of outstanding notes held by such holder. The amount of the liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of outstanding notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of $.25 per week per $1,000 principal amount of outstanding notes. All accrued liquidated damages will be paid by Tritel PCS on each damages payment date to the global note holder by wire transfer of immediately available funds or by federal funds check and to holders of outstanding certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of liquidated damages will cease but liquidated damages accrued and unpaid will survive until paid in full. Tritel PCS will, if and when it files the Shelf Registration Statement, provide to each applicable holder of the outstanding notes copies of the prospectus which is a part of the Shelf Registration Statement. A holder that sells the outstanding notes pursuant to the Shelf Registration Statement generally: o must be named as a selling security holder in the related prospectus; o must deliver a prospectus to purchasers; o will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales; and o will be bound by the provisions of the registration rights agreement which are applicable to that holder, including certain indemnification obligations. In addition, each of the outstanding noteholders must deliver information to Tritel PCS, to be used in connection with the Shelf Registration Statement, in order to have his or her outstanding notes included in the Shelf Registration Statement and to benefit from the provisions set forth in the foregoing paragraph. 94 The registration rights agreement covering the outstanding notes provides that Tritel PCS will file an exchange offer registration statement with the SEC within 60 days after the issue date of the notes. In the event that Tritel PCS and the guarantors do not comply with their obligations under the registration rights agreement, they will be required to pay to the holders of the notes liquidated damages up to a maximum of $0.25 per week per $1,000 in principal amount of notes held by such holders for each week or part of a week that the Registration Default continues. Tritel PCS will not be required to pay liquidated damages for more than one Registration Default at any given time. Liquidated damages will cease to accrue following the cure of all Registration Defaults. The sole remedy available to the outstanding noteholders will be the collection of these liquidated damages. All liquidated damages payable because a Registration Default occurred will be payable to the outstanding notesholders in cash on each May 15 and November 15, commencing with the first such date occurring after any such liquidated damages begin to accrue, until the Registration Default is cured. Outstanding noteholders must: o make certain representations to us in order to participate in the exchange offer; o deliver information to be used in connection with the shelf registration statement, if required; and o provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement, in order to have their outstanding notes included in the Shelf Registration Statement and to benefit from the provisions regarding liquidated damages payable because a Registration Default occurred, as set forth above. By acquiring Transfer Restricted Securities, a holder will be deemed to have agreed to indemnify Tritel PCS against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. holders of outstanding notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from Tritel PCS. The preceding summary of the material provisions of the registration rights agreement is subject to, and is qualified in its entirety by, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to the exchange offer registration statement of which this prospectus is a part. TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal for the exchange offer, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. See "--Expiration Date; Extensions; Amendments." Tritel PCS will issue $1,000 original principal amount at maturity of registered notes in exchange for each $1,000 original principal amount at maturity of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000. The form and terms of the registered notes are the same as the form and terms of the outstanding notes except that: o the registered notes have been registered under the Securities Act and hence will not bear legends restricting their transfer; and o the registered noteholders will not be entitled to certain rights under the registration rights agreement covering the outstanding notes, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated. 95 The registered notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture governing the outstanding notes. As of the date of this prospectus, $372,000,000 aggregate principal amount at maturity of notes were outstanding. We have fixed the close of business on , 1999 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. Outstanding noteholders do not have any appraisal or dissenters' rights under the Delaware General Corporation Law or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC related to such offers. Tritel PCS shall be deemed to have accepted validly tendered outstanding notes when, as and if we give oral or written notice to The Bank of New York, which is the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the registered notes from Tritel PCS. If any tendered outstanding notes are not accepted for exchange either because of an invalid tender, the occurrence of certain other events set forth herein, or otherwise, the certificates for the unaccepted outstanding notes will be returned, without expense, to the tendering holder as promptly as practicable after the exchange offer's expiration date. Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "--Fees and Expenses." EXPIRATION DATE; EXTENSIONS; AMENDMENTS We shall keep the exchange offer open for at least 30 days, or longer if required by applicable law, including in connection with any material modification or waiver of the terms or conditions of the exchange offer that requires such extension, after the date that notice of the exchange offer is mailed to outstanding noteholders. The expiration date shall be 5:00 p.m., New York City time, on , 1999, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which we extend the exchange offer. If we decide to extend the exchange offer, we will notify the exchange agent of the extension by oral or written notice, and will mail an announcement of the extension to the registered holders prior to 10:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Tritel PCS reserves the right, in its sole discretion: o to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "--Conditions" shall not have been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or o to amend the terms of the exchange offer in any manner. We will give oral or written notice of any delay in acceptance, extension, termination or amendment to the registered holders as promptly as practicable. PROCEDURES FOR TENDERING Only an outstanding noteholder may tender such outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if the letter of transmittal so requires, or transmit an agent's message in connection with a book-entry transfer, and mail or otherwise deliver 96 the letter of transmittal or facsimile, or agent's message, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, either: o the exchange agent must receive the letter of transmittal and certificates for the outstanding notes prior to the expiration date; o the exchange agent must receive a timely confirmation of a book-entry transfer of the outstanding notes into the exchange agent's account at The Depository Trust Company pursuant to the procedure for book-entry transfer described below, prior to the expiration date; or o the holder must comply with the guaranteed delivery procedures described below. For effective tender, the exchange agent must receive the outstanding notes or book-entry confirmation, as the case may be, the letter of transmittal, and other required documents, at the address set forth below under "--Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Delivery of documents to the book entry transfer facility in accordance with its procedure does not constitute delivery to the exchange agent. DTC has authorized DTC participants that hold outstanding notes on behalf of the outstanding notes' beneficial owners to tender their outstanding notes as if they were holders. To effect a tender of outstanding Notes, DTC participants should either: o complete and sign the letter of transmittal, or a manually signed facsimile thereof, have the signature guaranteed if required by the instructions, and mail or deliver the letter of transmittal, or the manually signed facsimile, to the exchange agent pursuant to the procedure set forth in "Procedures for Tendering;" or o transmit their acceptance to DTC through the DTC automated tender offer program for which the transaction will be eligible and follow the procedure for book-entry transfer set forth in "--Book-Entry Transfer." By executing the letter of transmittal or an agent's message, each holder will make to Tritel PCS the representations set forth above in the third paragraph under the heading "--Purpose and Effect of the Exchange Offer." Each holder's tender, and Tritel PCS's acceptance, will constitute agreement between such holder and Tritel PCS in accordance with the terms, and subject to the conditions, set forth herein and in the letter of transmittal or agent's message. THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THE LETTER OF TRANSMITTAL OR AGENT'S MESSAGE, AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE HOLDER'S ELECTION AND SOLE RISK. AS AN ALTERNATIVE TO MAIL DELIVERY, HOLDERS MAY WISH TO CONSIDER OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OUTSTANDING NOTES SHOULD BE SENT TO TRITEL PCS. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR THEM. Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the letter of transmittal. A member of the Medallion System must guarantee signatures on a letter of transmittal or a notice of withdrawal, as the case may be, unless the outstanding notes tendered pursuant thereto are tendered: o by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or 97 o for the account of a Medallion System member. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed, such guarantee must be by a Medallion System member. If a person other than the registered holder of any outstanding notes listed therein signs the accompanying letter of transmittal, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as his or name appears on the outstanding notes, with the signature guaranteed by a Medallion System member. If trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations, or others acting in a fiduciary or representative capacity sign the letter of transmittal or any outstanding notes or bond powers, such persons should so indicate when signing, and they must submit evidence satisfactory to Tritel PCS of their authority to so act, with the letter of transmittal. Tritel PCS will determine, in its sole discretion, all questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered outstanding notes. This determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered, or any outstanding notes, Tritel PCS's acceptance of which would, in the opinion of Tritel PCS's counsel, be unlawful. We also reserve the right, in our sole discretion, to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither Tritel PCS, the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. If the exchange agent receives any outstanding notes that are not properly tendered, and as to which the defects or irregularities have not been cured or waived, the exchange agent will return them to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date. ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE; DELIVERY OF REGISTERED NOTES For each outstanding note Tritel PCS accepts for exchange, the holder will receive a registered note having a principal amount at maturity equal to that of the surrendered outstanding note. For purposes of the exchange offer, Tritel PCS shall be deemed to have accepted properly tendered outstanding notes for exchange when, as and if Tritel PCS has given oral or written notice thereof to the exchange agent. In all cases, Tritel PCS will issue registered notes for outstanding notes that are accepted for exchange pursuant to the exchange offer only after the exchange agent's timely receipt of certificates for such outstanding notes, or a timely book-entry confirmation of the outstanding notes into the exchange agent's account at the book-entry transfer facility, plus a properly completed and duly executed letter of transmittal or agent's message and all other required documents. If Tritel PCS does not accept any tendered outstanding notes for any reason set forth in the terms and conditions of the exchange offer, we will return the unaccepted or non-exchanged outstanding notes without expense to the tendering holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account, the non-exchanged outstanding notes will be credited to an account maintained with the book-entry transfer facility, as promptly as practicable after the expiration date. BOOK-ENTRY TRANSFER The exchange agent will establish a new account or utilize an existing account at DTC for the outstanding notes promptly after the date of this prospectus, and any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of outstanding notes may make a book-entry tender of outstanding notes by causing DTC to transfer such 98 outstanding notes into the exchange agent's account in accordance with DTC's procedures for such transfer. However, the exchange agent must receive, at its address set forth below under the caption "Exchange Agent," on or prior to the expiration date, or the holders must comply with the guaranteed delivery procedures described below to submit, the letter of transmittal, or a manually signed facsimile thereof, properly completed and validly executed, with any required signature guarantees, or an agent's message, and any other required documents. Document delivery to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. The term "agent's message" means a message transmitted by DTC to, and received by, the exchange agent, forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the outstanding notes, stating: o the aggregate principal amount of outstanding notes which have been tendered by such participant; o that such participant has received and agrees to be bound by the terms of the letter of transmittal; and o that Tritel PCS may enforce that agreement against the participant. GUARANTEED DELIVERY PROCEDURES Holders who wish to tender their outstanding notes and: o whose outstanding notes are not immediately available; o who cannot deliver their outstanding notes, the letter of transmittal or any other required documents, to The Bank of New York, which is the exchange agent; or o who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if: (1) the tender is made through a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States; (2) prior to the expiration date, the exchange agent receives from an institution listed in clause (1) above a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, or an agent's message, together with the certificate(s) representing the outstanding notes, or a confirmation of book-entry transfer of the notes into the exchange agent's account at the book-entry transfer facility, and any other documents required by the letter of transmittal, will be deposited by the institution with the exchange agent; and (3) the exchange agent receives, no later than five New York Stock Exchange trading days after the expiration date, the certificate(s) representing all tendered outstanding notes in proper form for transfer, or a confirmation of book-entry transfer of such outstanding notes into the exchange agent's account at the book-entry transfer facility, together with a letter of transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent's message, and all other documents required by the letter of transmittal. Holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above may request that the exchange agent send them a Notice of Guaranteed Delivery. 99 WITHDRAWAL OF TENDERS Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on , 1999; otherwise such tenders are irrevocable. To withdraw a tender of outstanding notes in the exchange offer, the exchange agent must receive a telegram, telex, letter or facsimile transmission notice of withdrawal at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must: o specify the name of the person having deposited the outstanding notes to be withdrawn; o identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of such outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited; o be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of such outstanding notes into the name of the person withdrawing the tender; and o specify the name in which to register the outstanding notes, if different from that of the depositor. Tritel PCS will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices. This determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no registered notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Tritel PCS will return to the holder any outstanding notes which have been tendered but which are not accepted for exchange without expense to the holder, as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Holders may retender properly withdrawn outstanding notes by following one of the procedures described above under "--Procedures for Tendering" at any time prior to the expiration date. CONDITIONS Notwithstanding any other term of the exchange offer, we shall not be required to accept for exchange, or offer registered notes for, any outstanding notes, and may terminate or amend the exchange offer as provided herein before the acceptance of the outstanding notes, if: (1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, might impair materially our ability to proceed with the exchange offer, or any material adverse development has occurred in any existing action or proceeding with respect to Tritel PCS or any of its subsidiaries; or (2) any law, statute, rule, regulation or interpretation by the SEC staff is proposed, adopted or enacted, which, in our judgment, might impair materially our ability to proceed with the exchange offer, or impair materially our contemplated benefits from the exchange offer; or (3) any governmental approval has not been obtained, which approval we shall, in our discretion, deem necessary for the consummation of the exchange offer as contemplated hereby. If we determine in our discretion that any of the conditions are not satisfied, we may: o refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders; 100 o extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the holders' rights to withdraw the outstanding notes; or o waive the unsatisfied conditions and accept all properly tendered outstanding notes which have not been withdrawn. We shall keep the exchange offer open for at least 30 days, or longer if applicable law so requires, including, in connection with any material modification or waiver of the terms or conditions of the exchange offer that requires such extension under applicable law, after the date we mail notice of the exchange offer to outstanding noteholders. EXCHANGE AGENT The Bank of New York has been appointed as the exchange agent for this exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for notice of guaranteed delivery should be directed to the exchange agent, addressed as follows: The Bank of New York 101 Barclay Street, 21W New York, New York 10286 Attn: Corporate Trust Administration By Facsimile: (212) 815-5915 DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. FEES AND EXPENSES Tritel PCS will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by officers and regular employees of Tritel PCS and its affiliates or its agents. Tritel PCS has not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. Tritel PCS, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of pocket expenses in connection with the exchange offer. Tritel PCS will pay the cash expenses incurred in connection with the exchange offer. Such expenses include the exchange agent's and the trustee's fees and expenses, accounting and legal fees, and printing costs, among others. ACCOUNTING TREATMENT The registered notes will be recorded at the same carrying amount as the outstanding notes, which is discounted face value, as reflected in Tritel PCS's accounting records on the date of exchange. Accordingly, Tritel PCS will not recognize any gain or loss for accounting purposes. The exchange offer expenses will be expensed over the term of the registered notes. CONSEQUENCES OF FAILURE TO EXCHANGE The outstanding notes that are not exchanged for registered notes pursuant to the exchange offer will remain restricted securities. Accordingly, such outstanding notes may be resold only: o to Tritel PCS, upon redemption thereof or otherwise; 101 o so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to us; o outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act; or o pursuant to an effective registration statement under the Securities Act. Any resale of outstanding notes must comply with any applicable securities laws of any state of the United States. 102 DESCRIPTION OF THE NOTES You can find the definitions of certain terms used in this description below under the subheading "--Certain Definitions." Certain other capitalized terms are defined in the indenture governing the notes. In this section, "Tritel PCS" means Tritel PCS, Inc. and does not include its subsidiaries. The registered notes have the same form and terms as the outstanding notes, which they replace, with two exceptions. First, because the issuance of the registered notes has been registered under the Securities Act, the registered notes will not bear legends restricting their transfer. Second, the holders of registered notes will not be entitled to rights under the registration rights agreement, since the primary provision of that agreement will terminate when the exchange offer is consummated. A copy of the indenture, dated May 11, 1999 between Tritel PCS, the parent and subsidiary guarantors and The Bank of New York, as trustee, has been filed as an exhibit to the exchange offer registration statement of which this prospectus forms a part. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The following description is a summary of the material provisions of the indenture and the Registration Rights Agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the Registration Rights Agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture and the Registration Rights Agreement are available as set forth below under "-- Additional Information." Certain defined terms used in this description but not defined below under "-- Certain Definitions" have the meanings assigned to them in the indenture. BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES THE NOTES The notes: o are senior subordinated obligations of Tritel PCS; o are subordinated in right of payment with all existing and future Senior Debt of Tritel PCS; o are senior in right of payment to any future Subordinated Indebtedness of Tritel PCS; and o are unconditionally guaranteed by the Guarantors. THE GUARANTEES The notes are guaranteed by: o our parent company, Tritel, Inc., by means of the Parent Guarantee; and o all of our Subsidiaries, except our License Subsidiaries, by means of the Subsidiary Guarantees. Each Guarantee of the notes: o is a general unsecured obligation of the Guarantor; o is subordinated in right of payment to all existing and future Senior Debt of the Guarantor; and o is pari passu in right of payment with any future senior subordinated Indebtedness of the Guarantor. Our License Subsidiaries will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, they will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us. Tritel, Inc., Tritel PCS and the Subsidiary Guarantors held 77.4% of Tritel, Inc.'s consolidated assets as of June 30, 1999. 103 See footnote 17 to our Consolidated Financial Statements included at the back of this prospectus for more detail about the division of our consolidated revenues and assets between our guarantor and non-guarantor Subsidiaries. As of June 30, 1999, Tritel PCS had $200.0 million of Senior Debt outstanding and non-guarantor Subsidiaries had $41.4 million on a book value basis of FCC debt outstanding. As of the date of the indenture, all of Tritel PCS's subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the subheading "-- Certain Covenants -- Unrestricted Subsidiaries," Tritel PCS will be permitted to designate certain of its subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. PRINCIPAL, MATURITY AND INTEREST The notes will mature on May 15, 2009, will be limited to $372.0 million aggregate principal amount at maturity. The notes will be issued at a substantial discount from the aggregate stated principal amount thereof. For federal income tax purposes, significant amounts of original issue discount, taxable as ordinary income, will be recognized by holders of the notes annually as long as they hold the notes, including in advance of the receipt of cash interest payments thereon. See "Certain Federal Income Tax Considerations." No interest will be paid or accrued on the notes prior to May 15, 2004. Thereafter, each note will bear interest at the rate set forth on the cover page hereof from May 15, 2004, or from the most recent interest payment date to which interest has been paid or duly provided for, payable semiannually on May 15 and November 15 in each year, commencing May 15, 2004, until the principal thereof is paid or duly provided for, to the person in whose name the Note, or any predecessor note, is registered at the close of business on the May 1 or November 1 next preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of and premium, if any, and interest on the notes will be payable, and the notes will be exchangeable and transferable, at the office or agency of Tritel PCS in The City of New York maintained for such purposes, which initially will be the office of the Trustee located at 101 Barclay Street, New York, NY 10286, Attn: Corporate Trust Administration Department. The notes will be issued only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. No service charge will be made for any registration of transfer or exchange or redemption of notes, but Tritel PCS may require payment in certain circumstances of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any notes that remain outstanding after the consummation of the exchange offer and exchange notes issued in connection with the exchange offer will be treated as a single class of securities under the Indenture. The notes will not be entitled to the benefit of any sinking fund. METHODS OF RECEIVING PAYMENTS ON THE NOTES If a Holder has given wire transfer instructions to Tritel PCS, Tritel PCS will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless Tritel PCS elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. PAYING AGENT AND REGISTRAR FOR THE NOTES The Trustee will initially act as Paying Agent and Registrar. Tritel PCS may change the Paying Agent or Registrar without prior notice to the Holders, and Tritel PCS or any of its Restricted Subsidiaries may act as Paying Agent or Registrar. 104 TRANSFER AND EXCHANGE A Holder may transfer or exchange notes in accordance with the indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Tritel PCS may require a Holder to pay any taxes and fees required by law or permitted by the indenture. Tritel PCS is not required to transfer or exchange any note selected for redemption. Also, Tritel PCS is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. The registered Holder of a note will be treated as the owner of it for all purposes. SUBSIDIARY GUARANTEES The Guarantors will jointly and severally guarantee Tritel PCS's obligations under the notes. Each Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. Except as provided below, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, whether or not such Guarantor is the surviving Person, another Person, other than Tritel PCS or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture and appropriate collateral documents satisfactory to the Trustee; or (b) the Net Proceeds of any such sale or other disposition of a Subsidiary Guarantor are applied in accordance with the "Asset Sales" provisions of the indenture. A Guarantor will be released from its Guarantee: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, including by way of merger or consolidation, to a Person that is not, either before or after giving effect to such transaction, a Subsidiary of Tritel PCS, if the Guarantor applies the Net Proceeds of that sale or other disposition in accordance with the "Asset Sales" provisions of the indenture; or (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not, either before or after giving effect to such transaction, a Subsidiary of Tritel PCS, if Tritel PCS applies the Net Proceeds of that sale in accordance with the "Asset Sales" provisions of the indenture. See "-- Repurchase at the Option of Holders -- Asset Sales." A Subsidiary Guarantor will also be automatically released from its Guarantee if the Subsidiary Guarantor is designated as an Unrestricted Subsidiary. The indenture will provide that, in the event the Banks release or terminate a guarantee by Tritel, Inc. or a Subsidiary Guarantor of all the obligations under the Bank Credit Agreement, except a release or termination by or as a result of payment in full of all Obligations under the Bank Credit Agreement, Tritel, Inc. or such Subsidiary Guarantor, as the case may be, will be automatically and unconditionally released and discharged from all of its obligations under its Guarantee. 105 SUBORDINATION The payment of principal, interest and premium and Liquidated Damages, if any, on the notes will be subordinated to the prior payment in full of all Senior Debt of Tritel PCS, including Senior Debt incurred after the date of the indenture. The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt, including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, before the Holders of notes will be entitled to receive any payment with respect to the notes, except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under "-- Legal Defeasance and Covenant Defeasance," in the event of any distribution to creditors of Tritel PCS: (1) in a liquidation or dissolution of Tritel PCS; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Tritel PCS or its property; (3) in an assignment for the benefit of creditors; or (4) in any marshaling of Tritel PCS's assets and liabilities. Tritel PCS also may not make any payment in respect of the notes, except in Permitted Junior Securities or from the trust described under "-- Legal Defeasance and Covenant Defeasance", if: (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or (2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from Tritel PCS or the holders of any Designated Senior Debt. Payments on the notes may and will be resumed: (1) in the case of a payment default, upon the date on which such default is cured or waived; and (2) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until: (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (2) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default will have been cured or waived for a period of not less than 90 days. If the Trustee or any Holder of the notes receives a payment in respect of the notes, except in Permitted Junior Securities or from the trust described under "-- Legal Defeasance and Covenant Defeasance," when: (1) the payment is prohibited by these subordination provisions; and (2) the Trustee or the Holder has actual knowledge that the payment is prohibited; the Trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative. 106 Tritel PCS must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default. As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Tritel PCS, Holders of notes may recover less ratably than creditors of Tritel PCS who are holders of Senior Debt. "Designated Senior Debt" means: (1) any Indebtedness outstanding under the Bank Credit Agreement; and (2) any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by Tritel PCS as "Designated Senior Debt" by the board of directors of Tritel PCS at the time of its initial issuance in a resolution delivered to the Trustee. "Designated Senior Indebtedness" of a Subsidiary Guarantor will have a correlative meaning. "Permitted Junior Securities" means: (1) Equity Interests in Tritel PCS or any Guarantor; or (2) debt securities that are subordinated to all Senior Debt, and to any debt securities issued in exchange for Senior Debt, to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture. "Senior Debt" means: (1) all Indebtedness of Tritel PCS or any Guarantor outstanding under the Bank Credit Agreement and all Hedging Obligations with respect thereto; (2) any other Indebtedness of Tritel PCS or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee; and (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2). Notwithstanding anything to the contrary in clauses (1), (2) and (3) above, Senior Debt will not include: (1) any liability for federal, state, local or other taxes owed or owing by Tritel PCS; (2) any Indebtedness of Tritel PCS to any of its Subsidiaries or other Affiliates; (3) any trade payables; or (4) the portion of any Indebtedness that is incurred in violation of the indenture. 107 REDEMPTION The notes will be redeemable at the election of Tritel PCS, as a whole or from time to time in part, at any time on or after May 15, 2004, on not less than 30 nor more than 60 days' prior notice at the redemption prices, expressed as percentages of principal amount at maturity, set forth below, together with accrued interest and Liquidated Damages, if any, to the redemption date, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date:
REDEMPTION YEAR PRICE - ----------------------- ------------- 2004 ................ 106.375% 2005 ................ 104.250 2006 ................ 102.125
and thereafter at 100% of the principal amount at maturity, together with accrued interest and Liquidated Damages, if any, to the redemption date. In addition, at any time prior to May 15, 2002, Tritel PCS may redeem up to 35% of the aggregate principal amount at maturity of the notes with proceeds of one or more Equity Offerings at a redemption price of 112.75% of the Accreted Value thereof as of the Semi-Annual Accrual Date next preceding the date of purchase, plus the Accreted Increment as of such date of purchase; provided that: (1) at least 65% of the aggregate principal amount at maturity of the notes remains outstanding immediately after the occurrence of such redemption, excluding notes held by Tritel PCS and its Restricted Subsidiaries; and (2) the redemption must occur within 60 days following the date of the closing of such Equity Offering. REPURCHASE AT THE OPTION OF HOLDERS CHANGE OF CONTROL If a Change of Control occurs, each Holder of notes will have the right to require Tritel PCS to repurchase all or any part, equal to $1,000 or an integral multiple thereof, of that Holder's notes pursuant to an offer on the terms set forth in the indenture ("Change of Control Offer"). In the Change of Control Offer, Tritel PCS will offer a payment ("Change of Control Payment") in cash equal to 101% of the Accreted Value as of the Semi-Annual Accrual Date next preceding the date of purchase, plus the Accreted Increment as of such date of purchase, if such redemption occurs prior to May 15, 2004, or 101% of the Accreted Value as of the date of purchase, together with accrued and unpaid interest and Liquidated Damages, if any, if such redemption date occurs on or after May 15, 2004. Within ten days following any Change of Control, Tritel PCS will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date ("Change of Control Payment Date") specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Tritel PCS will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Tritel PCS will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict. In the event that at the time of any Change of Control the terms of the Bank Credit Agreement restrict or prohibit the repurchase of notes pursuant to this covenant, then prior to the mailing of the 108 notice to holders of notes provided for in the prior paragraph but in any event within 30 days following any Change of Control, Tritel PCS convenants that it will either (1) repay in full all amounts outstanding under the Bank Credit Agreement or offer to repay in full all amounts outstanding under the Bank Credit Agreement and repay the amounts due to each Bank who has accepted such offer or (2) obtain the requisite consent under the agreements governing the Bank Credit Agreement to permit the repurchase of the notes as provided for in the prior paragraph. On the Change of Control Payment Date, Tritel PCS will, to the extent lawful: (1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of notes or portions thereof being purchased by Tritel PCS. The Paying Agent will promptly mail to each Holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The provisions described above that require Tritel PCS to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that Tritel PCS repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. Tritel PCS will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Tritel PCS and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Tritel PCS and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Tritel PCS to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Tritel PCS and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. ASSET SALES Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) Tritel PCS or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is determined by Tritel PCS's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and 109 (3) at least 75% of the consideration therefor received by Tritel PCS or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or like-kind property in a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. For purposes of this provision, each of the following shall be deemed to be cash: (a) any liabilities, as shown on Tritel PCS's or such Restricted Subsidiary's most recent balance sheet, of Tritel PCS or any Restricted Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Tritel PCS or such Restricted Subsidiary from further liability; and (b) any securities, notes or other obligations received by Tritel PCS or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Tritel PCS or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Tritel PCS may apply such Net Proceeds at its option: (1) to permanently repay or prepay any then outstanding Indebtedness under the Bank Credit Agreement, other senior Indebtedness of Tritel PCS or Indebtedness of any Restricted Subsidiary; or (2) to invest in properties or assets that replace the properties and assets that are the subject of such Asset Sale or in properties or assets that will be used in the business of Tritel PCS or any Restricted Subsidiary, or enter into a legally binding agreement to do so. If any such legally binding agreement to invest such Net Proceeds is terminated, then Tritel PCS may, within 90 days of such termination or within 12 months after such Asset Sale, whichever is later, apply or invest such Net Proceeds, or enter into another legally binding agreement to do so, which closes within 16 months of such Asset Sale, as provided in clause (1) or (2), without regard to the parenthetical contained in clause (2), above. Pending the final application of any such Net Proceeds, Tritel PCS may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, Tritel PCS will make an offer ("Asset Sale Offer") to all Holders of notes and all holders of other indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of Accreted Value plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Tritel PCS may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the Accreted Value of the notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the Accreted Value of the notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Tritel PCS will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the indenture, Tritel PCS will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict. 110 The agreements governing Tritel PCS's other Indebtedness contain prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale. In addition, the exercise by the Holders of notes of their right to require Tritel PCS to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Tritel PCS. Finally, Tritel PCS's ability to pay cash to the Holders of notes upon a repurchase may be limited by Tritel PCS's then existing financial resources. SELECTION AND NOTICE If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption as follows: (1) if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or (2) if the notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. No notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder thereof upon cancellation of the original note. notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption. CERTAIN COVENANTS RESTRICTED PAYMENTS Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, take any of the following actions on or prior to December 31, 2002: (a) declare or pay any dividend on, or make any distribution to holders of, any shares of the Capital Stock of Tritel PCS or any Restricted Subsidiary, other than: (1) dividends or distributions payable solely in Equity Interests, other than Disqualified Stock; or (2) dividends or distributions by a Restricted Subsidiary payable to Tritel PCS or another Restricted Subsidiary; (b) purchase, redeem or otherwise acquire or retire for value including, without limitation, in connection with any merger or consolidation involving Tritel PCS, any Equity Interests of Tritel PCS or any Affiliate of Tritel PCS, other than any Restricted Subsidiary of Tritel PCS; (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except a payment of interest or principal at the Stated Maturity thereof; or (d) make any Restricted Investment. All such payments and other actions set forth in and not excluded from clauses (a) through (d) above are collectively referred to as "Restricted Payments." At any time after December 31, 2002, Tritel PCS will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless at the time of, and immediately after giving effect to, the proposed Restricted Payment: 111 (1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (2) Tritel PCS would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness, other than Permitted Debt, pursuant to the first paragraph of the covenant described below under the caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock;" and (3) immediately after giving effect to such Restricted Payment, the aggregate amount of all Restricted Payments declared or made on or after the Issue Date would not exceed an amount equal to the sum of: (a) (A) Consolidated EBITDA accrued during the period, treated as one accounting period, from January 1, 2003 to the end of Tritel PCS's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (the "Computation Period") less (B) 1.5 times Consolidated Interest Expense accrued during the Computation Period; plus (b) the aggregate Net Proceeds received by Tritel PCS either (x) as capital contributions to Tritel PCS after the Issue Date or (y) from the issue or sale, other than to a Subsidiary of Tritel PCS, of its Equity Interests, other than Disqualified Stock, on or after the Issue Date, excluding proceeds of any Equity Offering that are used to redeem notes as discussed above under "-- Redemption"; plus (c) the aggregate Net Proceeds received by Tritel PCS or any Restricted Subsidiary from the sale, disposition or repayment, other than to Tritel PCS or a Restricted Subsidiary, of any Investment made after the Issue Date and constituting a Restricted Payment in an amount equal to the lesser of (x) the return of capital with respect to such Investment and (y) the initial amount of such Investment, in either case, less the cost of disposition of such Investment; plus (d) the aggregate Net Proceeds received by Tritel PCS from the issuance, other than to a Subsidiary of Tritel PCS, on or after the Issue Date of its Equity Interests, other than Disqualified Stock, upon the conversion of, or exchange for, Indebtedness of Tritel PCS. For purposes of determining the amount expended for Restricted Payments, property other than cash will be valued at its fair market value as determined by the Board of Directors of Tritel PCS, whose good faith determination will be conclusive. Notwithstanding the foregoing and so long as no Default or Event of Default, except with respect to clauses (1), (2), (3) and (4) of this paragraph, has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit, whether the relevant event occurs before or after December 31, 2002: (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture; (2) the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests of Tritel PCS in exchange for, or out of the net proceeds of the substantially concurrent sale, other than to a Subsidiary of Tritel PCS, of, Equity Interests of Tritel PCS, other than Disqualified Stock; (3) the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness in exchange for, or out of the Net Proceeds of a substantially concurrent issuance and sale, other than to a Subsidiary, of Equity Interests, other than Disqualified Stock, of Tritel PCS; (4) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness in exchange for, or out of the Net Proceeds of a substantially 112 concurrent issuance or sale, other than to a Restricted Subsidiary, of Subordinated Indebtedness, so long as Tritel PCS or a Restricted Subsidiary would be permitted to refinance such original Subordinated Indebtedness with such new Subordinated Indebtedness pursuant to clause (11) of the definition of "Permitted Debt" (see "-- Incurrence of Indebtedness and Issuance of Preferred Stock"); (5) the repurchase of any Subordinated Indebtedness at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness in the event of a change of control in accordance with provisions similar to the "-- Repurchase at the Option of Holders -- Change of Control" covenant; so long as, prior to or simultaneously with such repurchase, Tritel PCS has made the Change of Control Offer as provided in such covenant with respect to the notes and has repurchased all notes validly tendered for payment in connection with such Change of Control Offer; (6) the purchase, redemption, acquisition, cancellation or other retirement for value of shares of Capital Stock of Tritel PCS, options on any such shares or related stock appreciation rights or similar securities held by officers or employees or former officers or employees, or their estates or beneficiaries under their estates, or by any employee benefit plan, upon death, disability, retirement or termination of employment or pursuant to the terms of any employee benefit plan or any other agreement under which such shares of stock or related rights were issued; provided that (A) the aggregate cash consideration paid for such purchase, redemption, acquisition, cancellation or other retirement of such shares of Capital Stock after the Issue Date does not exceed $2 million in any fiscal year and (B) any unused amount in any 12-month period may be carried forward to one or more future periods; (7) make payments to Tritel, Inc. pursuant to a tax sharing agreement so long as such payments in the aggregate do not exceed the lesser of (A) the aggregate amount of taxes that would be payable by Tritel PCS and its Subsidiaries if they were filing on a separate return basis as a consolidated entity and (B) the aggregate amount of taxes paid by Tritel, Inc. and its consolidated subsidiaries; (8) make payments to Tritel, Inc. to reimburse Tritel, Inc. for its out-of-pocket operating and administrative expenses attributable to Tritel PCS, provided this reimbursement may not exceed $1.0 million in any fiscal year; and (9) payments not otherwise permitted by clauses (1) through (8) in an amount not to exceed $10 million. The actions described in clauses (2), (3), (5), (6) and (9) of this paragraph will be Restricted Payments that will be permitted to be taken in accordance with this paragraph but will reduce the amount that would otherwise be available for Restricted Payments under clause (3) of the first paragraph of this covenant and the actions described in clauses (1), (4), (7) and (8) of this paragraph will be Restricted Payments that will be permitted to be taken in accordance with this paragraph and will not reduce the amount that would otherwise be available for Restricted Payments under clause (3) of the first paragraph of this covenant. For the purpose of making any calculations under the indenture, (a) if a Restricted Subsidiary is designated an Unrestricted Subsidiary, Tritel PCS will be deemed to have made an Investment in amount equal to the fair market value of the net assets of such Subsidiary at the time of such designation as determined by the Board of Directors of Tritel PCS, whose good faith determination will be conclusive, and (b) any property transferred to or from an Unrestricted Subsidiary will be valued at fair market value at the time of such transfer, as determined by the Board of Directors of Tritel PCS, whose good faith determination will be conclusive. If the aggregate amount of all Restricted Payments calculated under the foregoing provision includes an Investment in an Unrestricted Subsidiary or other Person that thereafter becomes a Restricted Subsidiary, the aggregate amount of all Restricted Payments calculated under the foregoing provision will be reduced by the lesser of (x) the net asset value of such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and (y) the initial amount of such Investment. 113 If an Investment resulted in the making of a Restricted Payment, the aggregate amount of all Restricted Payments calculated under the foregoing provision will be reduced by the amount of any net reduction in such Investment, resulting from the payment of interest or dividends, loan repayment, transfer of assets or otherwise, to the extent such net reduction is not included in Tritel PCS's Consolidated Net Income, so long as the total amount by which the aggregate amount of all Restricted Payments may be reduced may not exceed the lesser of (x) the cash proceeds received by Tritel PCS and its Restricted Subsidiaries in connection with such net reduction and (y) the initial amount of such Investment. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness, including Acquired Debt, and Tritel PCS will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock. However, Tritel PCS and its Subsidiary Guarantors may incur Indebtedness, including Acquired Debt, or issue Disqualified Stock, if, after giving pro forma effect to such incurrence, including the application of the net proceeds therefrom, (1) the Consolidated Leverage Ratio would be less than or equal to (A) 7.0 to 1.0, if the Indebtedness is to be incurred prior to May 15, 2004 or (B) 6.0 to 1.0, if the Indebtedness is to be incurred on or after May 15, 2004, or (2) in the case of any incurrence of Indebtedness prior to May 15, 2004, Total Consolidated Indebtedness would be equal to or less than 75% of Total Invested Capital. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness to be incurred or repaid on such date; (B) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions that occur during the four fiscal quarters for which financial statements of Tritel PCS are available immediately prior to such Transaction Date (the "Reference Period") or thereafter and on or prior to the Transaction Date as if they had occurred and such proceeds had been applied on the first day of such Reference Period; (C) pro forma effect shall be given to asset dispositions and asset acquisitions, including giving pro forma effect to the application of proceeds of any asset disposition, that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into Tritel PCS or any Restricted Subsidiary during such Reference Period or subsequent to such period and on or prior to the Transaction Date and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period, so long as to the extent that clause (B) or (C) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available; and (D) the aggregate amount of Indebtedness outstanding as of the Transaction Date will be deemed to include the total amount of funds outstanding and/or available under any revolving credit facilities of Tritel PCS or its Restricted Subsidiaries. The first paragraph of this covenant will not prohibit the incurrence of any and all of the following items of Indebtedness (collectively, "Permitted Debt"): (1) Indebtedness of Tritel PCS or any Restricted Subsidiary under the Bank Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $600.0 million, and any guarantees of such Indebtedness by a Restricted Subsidiary; 114 (2) Indebtedness of Tritel PCS or any Restricted Subsidiary outstanding on the Issue Date, other than Indebtedness described under clause (1) above or (15) below but including Indebtedness then owed to the FCC; (3) Telecommunications Indebtedness; (4) Indebtedness represented by the notes and any Subsidiary Guarantee; (5) Subordinated Indebtedness owed by Tritel PCS to any Restricted Subsidiary or Indebtedness owed by any Restricted Subsidiary to Tritel PCS or any other Restricted Subsidiary; provided that, in each case, such Indebtedness is held by Tritel PCS or such Restricted Subsidiary; (6) Obligations of Tritel PCS or any Restricted Subsidiary entered into in the ordinary course of business (A) pursuant to Hedging Obligations relating to Indebtedness of Tritel PCS or a Restricted Subsidiary otherwise permitted under the indenture that are entered into for the purpose of protecting against fluctuations in interest rates in respect of such Indebtedness and not for speculative purposes, or (B) pursuant to Currency Agreements entered into by Tritel PCS or any of its Restricted Subsidiaries in respect of its (x) assets or (y) obligations, as the case may be, denominated in a foreign currency; (7) Indebtedness of Tritel PCS or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock; (8) Acquired Debt of a Person, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of assets from such Person, as the case may be, provided that Tritel PCS on a pro forma basis could incur $1.00 of additional Indebtedness, other than Permitted Debt, pursuant to the first paragraph of the "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant; (9) Guarantees by any Restricted Subsidiary made in accordance with the provisions of the "Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries" covenant; (10) Indebtedness of Tritel PCS not permitted by any other clause of this definition, in an aggregate principal amount not to exceed $50 million at any one time outstanding; (11) any renewals, extensions, substitutions, refinancings or replacements (each, for purposes of this clause, a "refinancing") of any outstanding Indebtedness, other than Indebtedness incurred pursuant to clause (1), (3), (5), (6), (7), (9), (10), (12), (13) or (14) of this definition, including any successive refinancings thereof, so long as (A) any such new Indebtedness is in a principal amount that does not exceed the principal amount so refinanced, plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness refinanced or the amount of any premium reasonably determined by Tritel PCS as necessary to accomplish such refinancing, plus the amount of the expenses of Tritel PCS incurred in connection with such refinancing, (B) in the case of any refinancing of Subordinated Indebtedness, such new Indebtedness is made subordinate to the notes at least to the same extent as the Indebtedness being refinanced and has a final maturity date after the maturity date of the notes, (C) such refinancing Indebtedness does not have an Average Life less than the Average Life of the Indebtedness being refinanced and has a final maturity date later than the Indebtedness being refinanced, or permit redemption at the option of the holder earlier than the earliest date of redemption at the option of the holder, of the Indebtedness being refinanced and (D) such Indebtedness incurred either by Tritel PCS or any Restricted Subsidiary who is the obligor on the Indebtedness being refinanced; 115 (12) Capital Lease Obligations of Tritel PCS or any Restricted Subsidiary with respect to the leasing by Tritel PCS or any Restricted Subsidiary of tower sites, telephone and computer systems, operating facilities and, in each case, equipment that is a fixture thereto, so long as such Capital Lease Obligations shall not exceed $25 million in aggregate principal amount at any time outstanding; (13) Indebtedness of Tritel PCS or a Restricted Subsidiary represented by letters of credit for the account of Tritel PCS or a Restricted Subsidiary to provide security for workers compensation claims, payment obligations for self insurance or similar requirements in the ordinary course of business; (14) Indebtedness of Tritel PCS or any Restricted Subsidiary in respect of statutory obligations; performance, surety, or appeal bonds, or other obligations of a like nature incurred in the ordinary course of business; and (15) Indebtedness of an Restricted Subsidiary to the FCC in respect of PCS licenses in an aggregate face amount not to exceed $75 million at any time. Tritel PCS will not incur any Indebtedness, including Permitted Debt, that is contractually subordinated in right of payment to any other Indebtedness of Tritel PCS unless such Indebtedness is also contractually subordinated in right of payment to the notes on substantially identical terms. However, no Indebtedness of Tritel PCS shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of Tritel PCS solely by virtue of being unsecured. For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Tritel PCS will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant. LIMITATION ON OTHER SENIOR SUBORDINATED DEBT Tritel PCS will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any of its Senior Debt and senior in any respect in right of payment to the notes. No Subsidiary Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any of its Senior Debt and senior in any respect in right of payment to such Guarantor's Subsidiary Guarantee. LIENS Tritel PCS will not, and will not permit any Subsidiary Guarantor to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness that is pari passu with the notes or the applicable Subsidiary Guarantee, as the case may be, or is Subordinated Indebtedness, upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the notes are secured equally and ratably with, or prior to, in the case of Subordinated Indebtedness, the obligations so secured until such time as such obligations are no longer secured by such Lien, so long as this restriction will not apply to any Lien securing Acquired Debt created prior to the incurrence of such Indebtedness by Tritel PCS or any Subsidiary Guarantor, and to successive extensions or refinancings thereof, where such Lien only extends to the assets that were subject to such Lien prior to the related acquisition by Tritel PCS or the Subsidiary Guarantor. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 116 (1) pay dividends or make any other distributions on its Capital Stock to Tritel PCS or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Tritel PCS or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to Tritel PCS or any other Restricted Subsidiary; (3) make loans or advances to Tritel PCS or any of its Restricted Subsidiaries; or (4) transfer any of its properties or assets to Tritel PCS or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date of the indenture; (2) any agreement or other instrument of a Person acquired by Tritel PCS or any Restricted Subsidiary in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (3) with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of Tritel PCS's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary in compliance with the "-- Repurchase at the Option of Holders -- Asset Sales" covenant; (4) any such customary encumbrance or restriction contained in a security document creating a Lien permitted under the indenture to the extent relating to the property or asset subject to such Lien, including, without limitation, customary restrictions relating to assets securing any Telecommunications Indebtedness or the Bank Credit Agreement under the applicable security documents; or (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices. MERGER, CONSOLIDATION OR SALE OF ASSETS Tritel PCS may not, directly or indirectly: (1) consolidate or merge with or into another Person, whether or not Tritel PCS is the surviving corporation; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Tritel PCS and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either (a) Tritel PCS is the surviving corporation, or (b) the Person formed by or surviving any such consolidation or merger, if other than Tritel PCS, or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger, if other than Tritel PCS, or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of Tritel PCS under the notes, the indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction or series of transactions on a pro forma basis, and treating any obligation of Tritel PCS or a Restricted Subsidiary in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no Default or Event of Default exists; 117 (4) Tritel PCS or the Person formed by or surviving any such consolidation or merger, if other than Tritel PCS, or to which such sale, assignment, transfer, conveyance or other disposition shall have been made: (a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Tritel PCS immediately preceding the transaction; and (b) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness, other than Permitted Indebtedness, pursuant to the first paragraph of the covenant described above under the caption "-- Incurrence of Indebtedness and Issuance of Preferred Stock;" (5) if any of the property or assets of Tritel PCS or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of the "Liens" covenant are complied with; and (6) Tritel PCS or the Person formed by or surviving any such consolidation or merger, if other than Tritel PCS, shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such transaction complies with the terms of the indenture. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all of substantially all of the properties and assets of Tritel PCS in accordance with the immediately preceding paragraph in which Tritel PCS is not the continuing obligor under the Indenture, the Person formed by or surviving any such consolidation or merger, if other than Tritel PCS, shall succeed to, and be substituted for, and may exercise every right and power of, Tritel PCS under the indenture, with the same effect as if such successor had been named as Tritel PCS therein. When a successor assumes all the obligations of its predecessor under the indenture and the notes, the predecessor shall be released from those obligations, so long as in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Notes. TRANSACTIONS WITH AFFILIATES Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: (1) such Affiliate Transaction is on terms that are no less favorable to Tritel PCS or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Tritel PCS or such Restricted Subsidiary with an unrelated Person; and (2) Tritel PCS delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: 118 (1) any employment or consulting agreement entered into by Tritel PCS or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of Tritel PCS or such Restricted Subsidiary; (2) transactions between or among Tritel PCS and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of Tritel PCS solely because Tritel PCS owns an Equity Interest in such Person; (4) payment of reasonable directors fees, expenses and indemnification to Persons who are not otherwise Affiliates of Tritel PCS; (5) sales of Equity Interests, other than Disqualified Stock, to Affiliates of Tritel PCS; (6) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "-- Restricted Payments;" (7) transactions with AT&T or any of its Affiliates relating to the marketing or provision of telecommunication services or related hardware, software or equipment on terms that are no less favorable, when taken as a whole, to Tritel PCS or such Restricted Subsidiary, as applicable, than those available from unaffiliated third parties; (8) transactions involving the leasing or sharing or other use by Tritel PCS or any Restricted Subsidiary of communications network facilities, including, without limitation, cable or fiber lines, equipment of transmission capacity, of any Affiliate of Tritel PCS (such Affiliate being a "Related Party") on terms that are no less favorable, when taken as a whole, to Tritel PCS or such Restricted Subsidiary, as applicable, than those available from such Related Party to unaffiliated third parties; (9) transactions involving the provision of telecommunication services by a Related Party in the ordinary course of its business to Tritel PCS or any Restricted Subsidiary, or by Tritel PCS or any Restricted Subsidiary to a Related Party, on terms that are no less favorable, when taken as a whole, to Tritel PCS or such Restricted Subsidiary, as applicable, than those available from such Related Party to unaffiliated third parties; (10) any sales agency agreements pursuant to which an Affiliate has the right to market any or all of the products or services of Tritel PCS or any of the Restricted Subsidiaries; (11) transactions involving the sale, transfer or other disposition of any shares of Capital Stock of any Marketing Affiliate, so long as such Marketing Affiliate is not engaged in any activity other than the registration, holding, maintenance or protection of trademarks and the licensing thereof; and (12) up to $2.5 million of loans from Tritel PCS to Airwave Communications and Digital PCS to fund the payment of certain litigation-related expenses and contingent liabilities, pursuant to the secured promissory note agreement in effect on the Issue Date. SALE AND LEASEBACK TRANSACTIONS Tritel PCS will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction. However, Tritel PCS or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (1) the lease is for a period, including renewal rights, of not in excess of three years; (2) the lease secures or relates to industrial revenue or pollution control bonds; (3) the transaction is between Tritel PCS and a Restricted Subsidiary or between Restricted Subsidiaries; or (4) Tritel PCS or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with clause (1) or (2) of the second paragraph of the "-- Repurchase at the Option of Holders -- Asset Sales" covenant. 119 LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN RESTRICTED SUBSIDIARIES Tritel PCS (a) will not permit any Restricted Subsidiary to issue any Capital Stock, other than to Tritel PCS or a Restricted Subsidiary, and (b) will not permit any Person, other than Tritel PCS or a Restricted Subsidiary, to own any Capital Stock of any Restricted Subsidiary. However, this covenant shall not prohibit (1) the sale or other disposition of all, but not less than all, of the issued and outstanding Capital Stock of any Restricted Subsidiary owned by Tritel PCS or any Restricted Subsidiary in compliance with the other provisions of the indenture or (2) the ownership by directors of directors' qualifying shares or the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated by applicable law. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES Tritel PCS will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of Tritel PCS unless (a) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the notes by such Restricted Subsidiary, and (b) with respect to any guarantee of Subordinated Indebtedness by a Restricted Subsidiary, any such guarantee is subordinated to such Restricted Subsidiary's guarantee with respect to the notes at least to the same extent as such Subordinated Indebtedness is subordinated to the notes, provided that the foregoing provision will not be applicable to (1) any guarantee by any Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary or (2) the Bank Credit Agreement. Any guarantee by a Restricted Subsidiary of the notes pursuant to the preceding paragraph may provide by its terms that it will be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer to any person not an Affiliate of Tritel PCS of all of Tritel PCS's and the Restricted Subsidiaries' Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is not prohibited by the indenture, or (2) the release or discharge of the guarantee that resulted in the creation of such guarantee of the notes, except a discharge or release by or as a result of payment under such guarantee. AMENDMENTS TO SECURITIES PURCHASE AGREEMENT The indenture will provide that Tritel PCS will cause Tritel, Inc. not to amend, modify or waive, or refrain from enforcing, any provision of the Securities Purchase Agreement in any manner that would delay the closing thereunder of Tritel, Inc.'s preferred stock to a date later than September 30, 1999 or would cause the net cash proceeds from the sale of Tritel's preferred stock to be less than $49.7 million. Tritel PCS will also cause Tritel, Inc. to make a capital contribution to it of the net cash proceeds from such sale. ADDITIONAL SUBSIDIARY GUARANTEES If Tritel PCS or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee, so long as Tritel PCS shall not cause any License Subsidiary to become a Subsidiary Guarantor unless such License Subsidiary incurs Indebtedness other than Indebtedness in respect of the Bank Credit Agreement or Indebtedness to the FCC. Each new Subsidiary Guarantee will have the same terms as the Subsidiary Guarantees described above. BUSINESS ACTIVITIES Tritel PCS will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business. UNRESTRICTED SUBSIDIARIES The Board of Directors of Tritel PCS may designate any Subsidiary, including any newly acquired or newly formed Subsidiary, to be an Unrestricted Subsidiary so long as 120 (1) neither Tritel PCS nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (2) no default with respect to any Indebtedness of such Subsidiary would permit, upon notice, lapse of time or otherwise, any holder of any other Indebtedness of Tritel PCS or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (3) any Investment in such Subsidiary made as result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of the "-- Restricted Payments" covenant, (4) neither Tritel PCS nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of Tritel PCS and (5) neither Tritel PCS nor any Restricted Subsidiary has any obligation (a) to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary or (b) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of Tritel PCS shall be evidenced to the Trustee by filing a board resolution with such Trustee giving effect to such designation. The Board of Directors of Tritel PCS may designate any Unrestricted Subsidiary as a Restricted Subsidiary if immediately after giving effect to such designation, there would be no Default or Event of Default under the indenture and Tritel PCS could incur $1.00 of additional Indebtedness, other than Permitted Indebtedness, pursuant to the first paragraph of the "-- Incurrence of Indebtedness and Issuance of Preferred Stock" covenant. REPORTS Whether or not required by the SEC, so long as any notes are outstanding, Tritel PCS will furnish to the Holders of notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Tritel PCS were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Tritel PCS's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Tritel PCS were required to file such reports. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, Tritel PCS will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations, unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. In addition, Tritel PCS has agreed that, for so long as any notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the preceding paragraphs, Tritel PCS may substitute reports of its parent, Tritel, Inc., for its reports so long as Tritel, Inc. is permitted under applicable rules, regulations and policies of the SEC to file such reports with the SEC in lieu of Tritel PCS filing its own reports. EVENTS OF DEFAULT AND REMEDIES Each of the following is an "Event of Default": (1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes; 121 (2) default in payment when due of the principal of, or premium, if any, on the notes; (3) failure by Tritel PCS or any of its Restricted Subsidiaries to comply with the provisions described under the captions "-- Repurchase at the Option of Holders -- Change of Control," "-- Repurchase at the Option of Holders -- Asset Sales," "-- Certain Covenants -- Restricted Payments," "-- Certain Covenants -- Incurrence of Indebtedness and Issuance of Preferred Stock" or "-- Certain Covenants -- Merger, Consolidation or Sale of Assets;" (4) failure by Tritel PCS or any of its Restricted Subsidiaries for 30 days after notice to comply with any of the other agreements in the indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Tritel PCS or any of its Restricted Subsidiaries, or the payment of which is guaranteed by Tritel PCS or any of its Restricted Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (6) failure by Tritel PCS or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (7) any holder or holders, or any Person acting on any such holder's behalf, of any Indebtedness in excess of $15.0 million in the aggregate of Tritel PCS or any Restricted Subsidiary shall, subsequent to the occurrence of a default with respect to such Indebtedness, notify the Trustee of the intended sale or disposition of any assets of Tritel PCS or any Restricted Subsidiary that have been pledged to or for the benefit of such Person to secure such Indebtedness or shall commence proceedings, or take action to retain in satisfaction of any such Indebtedness, or to collect on, seize, dispose of or apply, any such assets of Tritel PCS or any Restricted Subsidiary pursuant to the terms of any agreement or instrument evidencing any such Indebtedness of Tritel PCS or any Restricted Subsidiary or in accordance with applicable law; (8) the Parent Guarantee or any Subsidiary Guarantee issued by a Significant Subsidiary ceases to be in full force and effect or is declared null and void or the Parent Guarantor or any Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee, or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the indenture, and such condition has continued for a period of 30 days after written notice of such failure requiring the Guarantor and Tritel PCS to remedy the same has been given (x) to Tritel PCS by the Trustee or (y) to Tritel PCS and the Trustee by the holders of 25% in aggregate Accreted Value of the notes then outstanding; and (9) certain events of bankruptcy or insolvency with respect to Tritel PCS, Tritel or any Restricted Subsidiary that constitutes a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Tritel PCS, any Restricted Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate Accreted Value of the then outstanding notes may declare all the notes to be due and payable immediately. 122 Holders of the notes may not enforce the indenture or the notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate Accreted Value of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate Accreted Value of the notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Tritel PCS or any Restricted Subsidiary with the intention of avoiding payment of the premium that Tritel PCS would have had to pay if Tritel PCS then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to May 15, 2004, by reason of any willful action, or inaction, taken, or not taken, by or on behalf of Tritel PCS with the intention of avoiding the prohibition on redemption of the notes prior to May 15, 2004, then the premium specified in the indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the notes. Tritel PCS is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, Tritel PCS is required to deliver to the Trustee a statement specifying such Default or Event of Default. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS No director, officer, employee, incorporator or stockholder of Tritel PCS, as such, shall have any liability for any obligations of Tritel PCS under the notes, the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Tritel PCS may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes ("Legal Defeasance") except for: (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below; (2) Tritel PCS's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust; (3) the rights, powers, trusts, duties and immunities of the Trustee, and Tritel PCS's obligations in connection therewith; and (4) the Legal Defeasance and Covenant Defeasance provisions of the indenture. In addition, Tritel PCS may, at its option and at any time, elect to have the obligations of Tritel PCS released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a 123 Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events, not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events, described under "Events of Default" will no longer constitute an Event of Default with respect to the notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) Tritel PCS must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Tritel PCS must specify whether the notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, Tritel PCS shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) Tritel PCS has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, Tritel PCS shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit, other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument, other than the indenture, to which Tritel PCS or any of its Restricted Subsidiaries is a party or by which Tritel PCS or any of its Restricted Subsidiaries is bound; (6) Tritel PCS must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of Tritel PCS between the date of deposit and the 91st day following the deposit and assuming that no Holder is an insider of Tritel PCS under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (7) Tritel PCS must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by Tritel PCS with the intent of preferring the Holders of notes over the other creditors of Tritel PCS with the intent of defeating, hindering, delaying or defrauding creditors of Tritel PCS or others; and (8) Tritel PCS must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 124 AMENDMENT, SUPPLEMENT AND WAIVER Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate Accreted Value of the notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes, and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in aggregate Accreted Value of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes. Without the consent of each Holder affected, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder: (1) reduce the Accreted Value of notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes, other than provisions relating to the covenants described above under the caption "-- Repurchase at the Option of Holders"; (3) reduce the rate of or change the time for payment of interest on any note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate Accreted Value of the notes and a waiver of the payment default that resulted from such acceleration; (5) make any note payable in money other than that stated in the notes; (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes; (7) waive a redemption payment with respect to any note, other than a payment required by one of the covenants described above under the caption "-- Repurchase at the Option of Holders"; or (8) make any change in the preceding amendment and waiver provisions. Notwithstanding the preceding, without the consent of any Holder of notes, Tritel PCS and the Trustee may amend or supplement the indenture or the notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated notes in addition to or in place of certificated Notes; (3) to evidence the succession of another Person to Tritel PCS or any other obligor on the Notes and to provide for the assumption of Tritel PCS's obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of Tritel PCS's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the Indenture of any such Holder; or (5) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. SATISFACTION AND DISCHARGE The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when: (1) either: 125 (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to Tritel PCS, have been delivered to the Trustee for cancellation; or (b) all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and Tritel PCS has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Tritel PCS is a party or by which Tritel PCS or any Guarantor is bound; (3) Tritel PCS has paid or caused to be paid all sums payable by it under the indenture; and (4) Tritel PCS has delivered irrevocable instructions to the Trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be. In addition, Tritel PCS must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. INFORMATION CONCERNING THE TRUSTEE If the Trustee becomes a creditor of Tritel PCS, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign. The Holders of a majority in Accreted Value of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. ADDITIONAL INFORMATION Anyone who receives this prospectus may obtain a copy of the indenture and Registration Rights Agreement without charge by writing to Tritel PCS, Inc., 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201, Attention: Corporate Secretary. GOVERNING LAW The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York. BOOK-ENTRY, DELIVERY AND FORM Except as set forth in the next paragraph, the notes to be resold as set forth herein will initially be issued in the form of one Global Note. The Global Note will be deposited on the Closing Date 126 with the Trustee as custodian for The Depository Trust Company (the "Depositary") and registered in the name of Cede & Co., as nominee of the Depositary (such nominee being referred to herein as the "Global Note Holder"). Notes originally purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global Note certificate (the "Temporary Certificate"), which will not be exchangeable for Certificated Notes until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Temporary Certificate will be registered in the name of, and held by, a temporary certificate holder until the expiration of such 40-day period, at which time the Temporary Certificate will be delivered to the Trustee in exchange for Certificated Notes registered in the names requested by such temporary certificate holder. In addition, until the expiration of such 40-day period, transfers of interests in the Temporary Certificate can only be effected through such temporary certificate holder in accordance with the requirements set forth in "Notice to Investors." The Depositary is a limited-purpose trust company that was created to hold securities for its participating organizations (collectively, the "Participants" or the "Depositary's Participants") and to facilitate the clearance and settlement of transactions in such securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary's Participants include securities brokers and dealers, including the Initial Purchasers, banks and trust companies, clearing corporations and certain other organizations. Access to the Depositary's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants" or the "Depositary's Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of the Depositary only through the Depositary's Participants or the Depositary's Indirect Participants. Tritel PCS expects that pursuant to procedures established by the Depositary (1) upon deposit of the Global Note, the Depositary will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Note and (2) ownership of the notes evidenced by the Global Note will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by the Depositary, with respect to the interests of the Depositary's Participants, the Depositary's Participants and the Depositary's Indirect Participants. Prospective purchasers are advised that the laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to own, transfer or pledge Notes evidenced by the Global Note will be limited to such extent. For certain other restrictions on the transferability of the notes, see "Notice to Investors." So long as the Global Note Holder is the registered owner of any notes, the Global Note Holder will be considered the sole Holder under the Indenture of any notes evidenced by the Global Note. Beneficial owners of notes evidenced by the Global Note will not be considered the owners or Holders thereof under the indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the Trustee thereunder. Neither Tritel PCS, nor the Trustee will have any responsibility or liability for any aspect of the records of the Depositary or for maintaining, supervising or reviewing any records of the Depositary relating to the notes. Payments in respect of the principal of and premium, if any, and interest on any notes registered in the name of the Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of the Global Note Holder in its capacity as the registered Holder under the Indenture. Under the terms of the indenture, Tritel PCS and the Trustee may treat the persons in whose names notes, including the Global Note, are registered as the owners thereof for the purpose of receiving such payments. Consequently, neither Tritel PCS, nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of the notes. Tritel PCS believes, however, that it is currently the policy of the Depositary to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective 127 holdings of beneficial interests in the relevant security as shown on the records of the Depositary. Payments by the Depositary's Participants and the Depositary's Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practice and will be the responsibility of the Depositary's Participants or the Depositary's Indirect Participants. EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if: (1) DTC (a) notifies Tritel PCS that it is unwilling or unable to continue as depositary for the Global Notes and Tritel PCS fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act; (2) Tritel PCS, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or (3) there shall have occurred and be continuing a Default or Event of Default with respect to the notes. In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary, in accordance with its customary procedures, and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law. EXCHANGE OF CERTIFICATED NOTES FOR GLOBAL NOTES Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate, in the form provided in the indenture, to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors." SAME DAY SETTLEMENT AND PAYMENT Tritel PCS will make payments in respect of the notes represented by the Global Notes, including principal, premium, if any, interest and Liquidated Damages, if any, by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. Tritel PCS will make all payments of principal, interest and premium and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. Tritel PCS expects that secondary trading in any Certificated Notes will also be settled in immediately available funds. Because of time zone differences, the securities account of a Euroclear or Cedel participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Cedel participant, during the securities settlement processing day, which must be a business day for Euroclear and Cedel, immediately following the settlement date of DTC. DTC has advised Tritel PCS that cash received in Euroclear or Cedel as a result of sales of interests in a Global Note by or through a Euroclear or Cedel participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Cedel cash account only as of the business day for Euroclear or Cedel following DTC's settlement date. 128 CERTAIN DEFINITIONS Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. "Accreted Increment" means (a) if the redemption date occurs before the first Semi-Annual Accrual Date, an amount equal to the product of (1) the Accreted Value for the first Semi-Annual Accrual Date less the original issue price multiplied by (2) a fraction, the numerator of which is the number of days from the Closing Date to the redemption date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days elapsed from the Closing Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months, or (b) if the redemption date occurs between two Semi-Annual Accrual Dates, an amount equal to the product of (1) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date multiplied by (2) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the redemption date, using a 360-day year of twelve 30-day months, and the denominator of which is 180. "Accreted Value" means, for any particular date of determination (any such date being herein referred to as a "Specified Date"), the amount provided below for each $1,000 principal amount at maturity of notes outstanding: A. If the Specified Date occurs on one of the following dates (each a "Semi-Annual Accrual Date"), the Accreted Value will equal the amount set forth below:
SEMI-ANNUAL ACCRUAL DATE ACCRETED VALUE - ------------------------------------- --------------- November 15, 1999 $ 573.38 May 15, 2000 609.93 November 15, 2000 648.82 May 15, 2001 690.18 November 15, 2001 734.18 May 15, 2002 780.98 November 15, 2002 830.77 May 15, 2003 883.73 November 15, 2003 940.07 May 15, 2004 or thereafter $ 1,000.00
B. If the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (1) the original issue price and (2) an amount equal to the product of (a) the Accreted Value for the first Semi-Annual Accrual Date less the original issue price multiplied by (b) a fraction, the numerator of which is the number of days from the issue date of the notes to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days elapsed from the issue date of the notes to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months. C. If the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (1) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (2) an amount equal to the product of (a) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the immediately preceding Semi-Annual Accrual Date multiplied by (b) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180. D. If the Specified Date occurs after May 15, 2004, the Accreted Value will equal $1,000. 129 "Acquired Debt" means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meaning correlative to the foregoing. "Asset Acquisition" means (a) any capital contribution, by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise, by Tritel PCS or any Restricted Subsidiary in any other Person, or any acquisition or purchase of Capital Stock of any other Person by Tritel PCS or any Restricted Subsidiary, in either case pursuant to which such Person shall become a Restricted Subsidiary or shall be merged with or into Tritel PCS or any Restricted Subsidiary or (b) any acquisition by Tritel PCS or any Restricted Subsidiary of the assets of any Person which constitute substantially all of an operating unit or line of business of such Person or which is otherwise outside of the ordinary course of business. "Asset Disposition" means the sale or other disposition by Tritel PCS or any of its Restricted Subsidiaries, other than to Tritel PCS or another Restricted Subsidiary of Tritel PCS, of (a) all or substantially all of the Capital Stock of any Restricted Subsidiary of Tritel PCS or (b) all or substantially all of the assets that constitute a division or line of business of Tritel PCS or any of its Restricted Subsidiaries. "Asset Sale" means: (1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Tritel PCS and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "-- Repurchase at the Option of Holders -- Change of Control" and/or the provisions described above under the caption "-- Certain Covenants -- Merger, Consolidation or Sale of Assets" and not by the provisions of the "-- Repurchase at the Option of Holders -- Asset Sale" covenant; and (2) the issuance of Equity Interests by any of Tritel PCS's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales: (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million; (2) any disposition of properties and assets of Tritel PCS that is governed by the provisions of the indenture described under "-- Merger, Consolidation and Sale of Assets" above; (3) a transfer of assets between or among Tritel PCS and its Restricted Subsidiaries; (4) transfers of property or assets to an Unrestricted Subsidiary, if permitted under the "Restricted Payments" covenant; (5) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business; and 130 (6) any transfer by Tritel PCS or a Subsidiary of property or equipment with a fair market value of less than $5.0 million to a Person who is not an Affiliate of Tritel PCS in exchange for property or equipment that has a fair market value at least equal to the fair market value of the property or equipment so transferred; provided that, in the event of a transfer described in this clause (6), Tritel PCS shall deliver to the Trustee an officer's certificate certifying that such exchange complies with this clause (6). "Average Life" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (x) the number of years from the date of determination to the date or dates of each successive scheduled principal payment, including, without limitation, any sinking fund requirements, of such Indebtedness multiplied by (y) the amount of each such principal payment by (b) the sum of all such principal payments. "Bank Credit Agreement" means the Amended and Restated Loan Agreement dated as of March 31, 1999 between Tritel PCS, Tritel, Inc., Toronto Dominion (Texas), Inc, as administrative agent and the Banks, as such agreement may be amended, restated, supplemented, refinanced or otherwise modified from time to time. "Banks" means the banks or other financial institutions that from time to time are lenders under the Bank Credit Agreement. "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person," as that term is used in Section 13(d)(3) of the Exchange Act, such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function. "Capital Lease Obligation" means, with respect to any person, an obligation incurred or assumed under or in connection with any capital lease of real or personal property that, in accordance with GAAP, has been recorded as a capitalized lease. "Capital Stock" means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests, whether general or limited; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" means: (1) United States dollars; (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof, so long as the full faith and credit of the United States is pledged in support thereof, having maturities of not more than six months from the date of acquisition; 131 (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Bank Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better; (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; (5) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within six months after the date of acquisition; and (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. "Change of Control" means the occurrence of any of the following: (1) for so long as the Voting Preference Common Stock of Tritel, Inc. remains outstanding and the Voting Preference Common Stock constitutes 50.1% or more of the combined voting power of all classes of Tritel, Inc.'s outstanding Voting Stock pursuant to the Restated Certificate of Incorporation of Tritel, Inc., a "person" or "group," within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than a Permitted Holder, becomes the "beneficial owner," as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person will be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, directly or indirectly, of shares of Voting Preference Common Stock having more than 50% of the total voting power of such shares of Voting Preference Common Stock; (2) if there are no shares of Voting Preference Common Stock outstanding or the Voting Preference Common Stock no longer constitutes 50.1% or more of the combined voting power of all classes of Tritel, Inc.'s outstanding Voting Stock pursuant to the Restated Certificate of Incorporation of Tritel, Inc., a "person" or "group", other than a Permitted Holder, becomes the "beneficial owner" of Voting Stock having more than 50% of the voting power of the total Voting Stock of Tritel, Inc.; (3) the direct or indirect sale, transfer, conveyance or other disposition, other than by way of merger or consolidation, in one or a series of related transactions, of all or substantially all of the properties or assets of Tritel PCS and its Restricted Subsidiaries taken as a whole to any "person," as that term is used in Section 13(d)(3) of the Exchange Act, except to a Permitted Holder; (4) the adoption of a plan relating to the liquidation or dissolution of Tritel PCS; (5) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of Tritel PCS, together with any new directors whose election to such Board of Directors, or whose nomination for election by the stockholders of Tritel PCS, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of Tritel PCS then in office. However, that changes in specific representatives of the existing investors that are entitled to nominate board representatives shall be excluded from consideration for purposes of this clause (5); or (6) Tritel ceases to own, directly or indirectly, 100% of the Capital Stock of Tritel PCS. "Consolidated EBITDA" means, for any period, the sum of, without duplication, Consolidated Net Income for such period, plus, or, in the case of clause (d) below, plus or minus, the following 132 items to the extent included in computing Consolidated Net Income for such period: (a) the Consolidated Interest Expense and preferred stock dividends of Tritel PCS and its Restricted Subsidiaries for such period, plus (b) the provision for federal, state, local and foreign income taxes of Tritel PCS and its Restricted Subsidiaries for such period, plus (c) the aggregate depreciation and amortization expense of Tritel PCS and any of its Restricted Subsidiaries for such period, plus (d) any other non-cash charges for such period, and minus non-cash credits for such period, other than non-cash charges or credits resulting from changes in prepaid assets or accrued liabilities in the ordinary course of business, so long as income tax expense, interest expense and preferred stock dividends, depreciation and amortization expense, and non-cash charges and credits of a Restricted Subsidiary will be included in Consolidated EBITDA only to the extent, and in the same proportion, that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income for such period. "Consolidated Interest Expense" means, for any period, the aggregate amount of (a) interest in respect of Indebtedness, including amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financings; the net costs associated with Hedging Obligations; and Indebtedness that is guaranteed or secured by Tritel PCS or any of its Restricted Subsidiaries, (b) the interest portion of Capital Lease Obligations paid, accrued or scheduled to be paid or to be accrued by Tritel PCS and its Restricted Subsidiaries during such period and (c) cash dividends paid on Disqualified Stock by Tritel PCS and any Restricted Subsidiary to any Person other than Tritel PCS and its Restricted Subsidiaries. "Consolidated Leverage Ratio" means, on any Transaction Date, the ratio of (a) the aggregate amount of Indebtedness of Tritel PCS and its Restricted Subsidiaries on a consolidated basis as of such date to (b) the product of (x) the aggregate amount of Consolidated EBITDA for the immediately preceding two full fiscal quarters for which internal financial statements are available, taken as one accounting period, multiplied by (y) two. "Consolidated Net Income" means, for any period, the aggregate net income, or loss, of Tritel PCS and its Restricted Subsidiaries for such period determined in conformity with GAAP, so long as that the following items shall be excluded in computing Consolidated Net Income, without duplication: (1) the portion of net income, or loss, of any Person, other than Tritel PCS or a Restricted Subsidiary, including Unrestricted Subsidiaries, in which Tritel PCS or any Restricted Subsidiary has an ownership interest, except to the extent of the amount of dividends or other distributions actually paid to Tritel PCS or any Restricted Subsidiary in cash during such period; (2) the net income, or loss, of any Person combined with Tritel PCS or any Restricted Subsidiary on a "pooling of interests" basis attributable to any period prior to the date of combination; (3) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is at the date of determination restricted, directly or indirectly, except to the extent that such net income could be paid to Tritel PCS or a Restricted Subsidiary thereof by loans, advances, intercompany transfers, principal repayments or otherwise; (4) any gains or losses, on an after-tax basis, attributable to Asset Sales; (5) except for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (3) of the first paragraph of the "Limitation on Restricted Payments" covenant, any amount paid or accrued as dividends on Preferred Stock, other than accrued dividends which, pursuant to the terms of the Preferred Stock, will not be payable prior to the first anniversary after the Stated Maturity of the notes, of Tritel PCS or any Restricted Subsidiary owned by Persons other than Tritel PCS and any of its Restricted Subsidiaries; and 133 (6) all extraordinary gains and extraordinary losses. "Consolidated Net Worth" means, with respect to any specified Person as of any date, the sum of: (1) the consolidated equity of the common stockholders of such Person and its Restricted Subsidiaries as of such date; plus (2) the respective amounts reported on such Person's balance sheet as of such date with respect to any series of preferred stock, other than Disqualified Stock, that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock. "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement entered into by a Person that is designed to protect such Person against fluctuations in currency values. "Default" means any event that is, or after notice or passage of time or both, would be an Event of Default. "Disqualified Stock" means any Capital Stock that, by its terms, or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Tritel PCS to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that Tritel PCS may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "-- Certain Covenants -- Restricted Payments." "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. "Equity Offering" means a capital contribution to Tritel PCS from Tritel, Inc. or a sale by Tritel PCS of its Capital Stock, which is not Disqualified Stock, to Tritel, Inc. "Existing Indebtedness" means up to $41.2 million book value in aggregate principal amount of Indebtedness of Tritel PCS and its Restricted Subsidiaries (other than Indebtedness under the Bank Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. "Government Securities" means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of Tritel PCS thereof, and shall also include a depository receipt issued by a bank, as defined in Section 3(a)(2) of the Securities Act, as a custodian with respect to any such U.S. Government obligation or a specific payment of principal of or interest on any such U.S. Government obligation held by such custodian for the account of the holder of such depository receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government obligation or the specific payment of principal of or interest on the U.S. Government obligation evidenced by such depository receipt. 134 "guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. "Guarantee" means the guarantees of the notes by the Parent Guarantor and the Subsidiary Guarantors in accordance with the provisions of the indenture. "Guarantors" means the Parent Guarantor and the Subsidiary Guarantors. "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of: (1) borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof; (3) banker's acceptances; (4) representing Capital Lease Obligations; (5) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (6) representing any Hedging Obligations, if and to the extent any of the preceding items, other than letters of credit, would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person, whether or not such Indebtedness is assumed by the specified Person, and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date shall be: (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. "Investments" means, with respect to any Person, all direct or indirect investments by such Person: in other Persons, including Affiliates; in the forms of loans, including Guarantees or other obligations; advances or capital contributions, excluding commission, travel and similar advances to officers and employees made in the ordinary course of business; purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Tritel PCS or any Restricted Subsidiary of Tritel PCS sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Tritel PCS such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Tritel PCS, Tritel PCS shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an 135 amount determined as provided in the final paragraph of the covenant described above under the caption "-- Certain Covenants -- Restricted Payments." The acquisition by Tritel PCS or any Restricted Subsidiary of Tritel PCS of a Person that holds an Investment in a third Person shall be deemed to be an Investment by Tritel PCS or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "-- Certain Covenants -- Restricted Payments." "Issue Date" means the date of original issuance of the notes. "License Subsidiary" means Tritel A/B Holding Corp., Tritel C/F Holding Corp., NexCom, Inc., Clearcall, Inc., Global PCS, Inc., Clearwave, Inc., DigiNet PCS, Inc., DigiCom, Inc. and DigiCall, Inc., each a Delaware corporation, and Aircom PCS, Inc. and QuinCom, Inc., each an Alabama corporation, and any other wholly owned Subsidiary of Tritel PCS designated as a License Subsidiary under the Bank Credit Agreement. However, any such Subsidiary will be a License Subsidiary only so long as its sole assets consist of stock on one or more other License Subsidiaries, one or more PCS Licenses and/or cash from senior loans by Tritel PCS or any Restricted Subsidiary in order to fund amounts due, substantially contemporaneously, to the FCC or with respect to franchise taxes and other similar payments related to the PCS Licenses, and its sole Indebtedness consists of Indebtedness owed to the FCC attributable to such PCS License or Licenses, amounts owed to Tritel PCS or any Restricted Subsidiary under such senior loans, and guarantees of the Bank Credit Agreement. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code, or equivalent statutes, of any jurisdiction. "Marketing Affiliate" means any Person which engages in no activity other than the registration, holding, maintenance or protection of trademarks and the licensing thereof. "Net Income" means, with respect to any specified Person, the net income, loss, of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain, but not loss, together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "Net Proceeds" means (a) with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations or escrowed funds, but only when received in the form of, or stock or other assets when disposed for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to Tritel PCS or any Restricted Subsidiary), net of (1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel and investment banks) related to such Asset Sale, (2) provisions for all taxes payable as a result of such Asset Sale, (3) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale, (4) amounts required to be paid to any Person, other than Tritel PCS or any Restricted Subsidiary, owning a beneficial interest in the assets subject to the Asset Sale and (5) appropriate amounts to be provided by Tritel PCS or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by Tritel PCS or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related 136 to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and (b) with respect to any capital contribution or issuance or sale of Capital Stock as referred to under the "Restricted Payments" covenant, the proceeds of such capital contribution, issuance or sale in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed for, cash or Cash Equivalents, except to the extent that such obligations are financed or sold with recourse to Tritel PCS or any Restricted Subsidiary, net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such capital contribution, issuance or sale and net of taxes paid or payable as a result thereof. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Parent Guarantee" means a guarantee of the notes by the Parent Guarantor in accordance with the provisions of the indenture. "Parent Guarantor" means Tritel, Inc. and any successors or assigns permitted under the indenture. "Permitted Business" means (a) the delivery or distribution of telecommunications, voice, data or video services or (b) any business or activity reasonably related or ancillary thereto, including, without limitation, any business conducted by Tritel PCS or any Restricted Subsidiary on the Issue Date and the acquisition, holding or exploitation of any license relating to the delivery of the services described in clause (a) of this definition. "Permitted Holders" means: (1) each of AT&T, TeleCorp PCS, Triton PCS, the institutional equity investors that purchased Series C Preferred Stock of Tritel, Inc. on January 7, 1999 and any of their respective Affiliates and the respective successors, by merger, consolidation, transfer or otherwise, to all or substantially all of the respective businesses and assets of any of the foregoing; (2) William M. Mounger, II, E.B. Martin, Jr. and Jerry M. Sullivan, Jr.; the spouse, descendants and heirs of any of the foregoing persons; any trust existing solely for the benefit of one or more of the foregoing persons; the estate or any executor, administrator, conservator or other legal representative of one or more of the foregoing persons; and any corporation, limited partnership, limited liability company or similar entity, all of the Voting Stock of which is owned by one or more of the foregoing persons; and (3) any "person" or "group," as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, controlled by one or more of the persons identified in clauses (1) or (2) above. "Permitted Investments" means: (1) Investments in Cash Equivalents; (2) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits; (3) loans and advances to employees made in the ordinary course of business; (4) bonds, notes, debentures or other securities received as a result of Asset Sales permitted under the covenant "-- Repurchase at the Option of Holders -- Asset Sales;" (5) Investments by Tritel PCS or any Restricted Subsidiary in another Person, if as a result of such Investment (a) such other Person becomes a Restricted Subsidiary or (b) such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, Tritel PCS or a Restricted Subsidiary; 137 (6) Investments by Tritel PCS or any of the Restricted Subsidiaries in any one of the other of them; and (7) Investments the sum of which does not exceed $7.5 million at any one time outstanding. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. "Restricted Investment" means an Investment other than a Permitted Investment. "Restricted Subsidiary" means any Subsidiary other than an Unrestricted Subsidiary. "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subordinated Indebtedness" means Indebtedness of Tritel PCS that is subordinated in right of payment to the Notes. "Subsidiary" means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled, without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by Tritel, Inc. and/or one or more other subsidiaries of Tritel, Inc.; and (2) any partnership (a) the sole general partner or the managing general partner of which is Tritel, Inc. and/or one or more other subsidiaries of Tritel, Inc. or (b) the only general partners of which are Tritel, Inc. and/or one or more other subsidiaries of Tritel, Inc.. "Subsidiary Guarantee" means a guarantee of the Notes by a Restricted Subsidiary in accordance with the provisions of the indenture. "Subsidiary Guarantor" means any Restricted Subsidiary that issues a Subsidiary Guarantee. "Telecommunications Business" means (a) the delivery or distribution of telecommunications, voice, data or video services or (b) any business or activity reasonably related or ancillary thereto, including, without limitation, any business conducted by Tritel PCS or any Restricted Subsidiary on the Closing Date and the acquisition, holding or exploitation of any license relating to the delivery of the services described in clause (a) of this definition. "Telecommunications Indebtedness" means any credit facility entered into with any vendor or supplier, or any financial institution acting on behalf of such a vendor or supplier, so long as the Indebtedness thereunder is incurred solely for the purpose of (A) financing the cost, including the cost of design, development, site acquisition, construction, integration, handset manufacture or acquisition or microwave relocation, of wireless telecommunications networks or systems or for which Tritel PCS or any Restricted Subsidiary has obtained the applicable licenses or authorization to utilize the radio frequencies necessary for the operation of such networks or systems, (B) acquiring the Capital Stock of an entity engaged in the Telecommunications Business and (C) paying fees and expenses incurred in connection therewith. "Total Consolidated Indebtedness" means at any date of determination, an amount equal to (a) the accreted value of all Indebtedness, in the case of any Indebtedness issued with original issue discount, plus (b) the principal amount of all Indebtedness, in the case of any other Indebtedness, of Tritel PCS and the Restricted Subsidiaries outstanding as of the date of determination. 138 "Total Invested Capital" means, at any time of determination, the sum of, without duplication, (a) $271.5 million, the total amount of equity contributed to Tritel, Inc. as of the Issue Date, plus (b) irrevocable binding commitments to purchase Capital Stock, other than Disqualified Stock, of Tritel, Inc. existing as of the Issue Date, plus (c) the aggregate Net Proceeds received by Tritel PCS from capital contributions or the issuance or sale of Capital Stock, other than Disqualified Stock but including Capital Stock issued upon the conversion of convertible Indebtedness or from the exercise of options, warrants or rights to purchase Capital Stock (other than Disqualified Stock) subsequent to the Issue Date, other than to a Restricted Subsidiary. However, such aggregate net proceeds received pursuant to this clause (c) shall exclude any amounts included as commitments to purchase Capital Stock in the preceding clause (b), plus (d) the aggregate Net Proceeds received by Tritel PCS or any Restricted Subsidiary from the sale, disposition or repayment of any Investment made after the Issue Date and constituting a Restricted Payment in an amount equal to the lesser of (x) the return of capital with respect to such Investment and (y) the initial amount of such Investment, in either case, less the cost of the disposition of such Investment, plus (e) an amount equal to the consolidated net Investment that Tritel PCS and/or any of the Restricted Subsidiaries has in any Subsidiary that was designated as an Unrestricted Subsidiary after the Issue Date and redesignated as a Restricted Subsidiary in accordance with the covenant described under "-- Certain Covenants -- Unrestricted Subsidiaries," plus (f) Total Consolidated Indebtedness minus (g) the aggregate amount of all Restricted Payments declared or made on or after the Issue Date. "Transaction Date" means, with respect to the incurrence of any Indebtedness by Tritel PCS or any of its Restricted Subsidiaries, the date such Indebtedness is to be incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. "Unrestricted Subsidiary" means (a) any Subsidiary that is designated by the Board of Directors of Tritel PCS as an Unrestricted Subsidiary in accordance with the "Unrestricted Subsidiaries" covenant and (b) any Subsidiary of an Unrestricted Subsidiary. "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 139 DESCRIPTION OF CAPITAL STOCK The following summary of certain provisions of the capital stock of Tritel, Inc. does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Restated Certificate of Incorporation of Tritel, Inc., dated January 4, 1999 (the "Restated Certificate of Incorporation") and by the provisions of applicable law. GENERAL The authorized capital stock of Tritel, Inc., as set forth in the Restated Certificate of Incorporation, is 4,540,009, which consists of the following: o 1,500,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"), including o 200,000 shares designated "Series A Convertible Preferred Stock" (the "Series A Preferred Stock"), 10% redeemable convertible, $1,000 stated and liquidation value, o 300,000 shares designated "Series B Convertible Preferred Stock" (the "Series B Preferred Stock"), 10% cumulative, $1,000 stated and liquidation value, o 500,000 shares designated "Series C Convertible Preferred Stock" (the "Series C Preferred Stock"), 6.5% cumulative convertible, $1,000 stated and liquidation value, and o 100,000 shares designated "Series D Convertible Preferred Stock" (the "Series D Preferred Stock") (collectively, the "Preferred Stock"), 6.5% cumulative convertible, $1,000 stated and liquidation value, and o 3,040,009 shares of common stock, par value $.01 per share (the "Common Stock"), including o 1,500,000 shares designated "Class A Voting Common Stock" (the "Class A Common Stock"), o 1,500,000 shares designated "Class B Non-Voting Common Stock" (the "Class B Common Stock"), o 10,000 shares designated "Class C Common Stock" (the "Class C Common Stock"), o 30,000 shares designated "Class D Common Stock" (the "Class D Common Stock") and o 9 shares designated "Voting Preference Common Stock" (the "Voting Preference Common Stock") (collectively, the "Common Stock"). SERIES A PREFERRED STOCK The Series A Preferred Stock, with respect to dividend rights and rights on liquidation, dissolution or winding up, ranks on a parity basis with the Series B Preferred Stock, and ranks senior to the Series C Preferred Stock, the Series D Preferred Stock and the Common Stock. The holders of Series A Preferred Stock are entitled to receive cumulative quarterly cash dividends at the annual rate of 10% multiplied by the liquidation preference, which is equal to $1,000 per share plus declared but unpaid dividends. Tritel, Inc. may elect to defer payment of any such dividends until the date on which the 42nd quarterly dividend payment is due, at which time, and not earlier, all deferred payments must be made. Except as required by law or in certain circumstances, the holders of the Series A Preferred Stock do not have any voting rights. So long as AT&T Wireless owns at least two-thirds of the number of shares of Series A Preferred Stock owned by it on January 7, 1999, it has the exclusive right, voting separately as a single class, to elect one director of Tritel, Inc.. The Series A Preferred Stock is redeemable, in whole but not in part, at the option of Tritel, Inc. on or after January 15, 2009 and at the option of the holders of the Series A Preferred Stock on or after January 15, 2019. Upon any liquidation, dissolution or winding up of Tritel, Inc., the holders of the Series A Preferred Stock are entitled to receive a liquidation preference. Additionally, on or after January 15, 2007, AT&T Wireless, and qualified transferees, have the right to convert each share of Series A Preferred Stock into shares of Class A Common Stock. 140 Tritel, Inc. issued 90,668 shares of Series A Preferred Stock with a stated value of $90.7 million to AT&T Wireless on January 7, 1999. SERIES B PREFERRED STOCK The Series B Preferred Stock ranks on a parity basis with the Series A Preferred Stock and is identical in all respects to the Series A Preferred Stock, except: o the Series B Preferred Stock is not convertible into shares of Common Stock or any other security issued by Tritel, Inc.; o the Series B Preferred Stock is redeemable at any time at the option of Tritel, Inc.; o the Series B Preferred Stock may be issued by Tritel, Inc. pursuant to an exchange of capital stock; and o holders of Series B Preferred Stock do not have the right to elect any directors of Tritel, Inc. No Series B Preferred Stock has been issued by Tritel, Inc. SERIES C PREFERRED STOCK The Series C Preferred Stock (1) ranks junior to the Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights and rights on liquidation, dissolution or winding up, (2) ranks junior to the Series D Preferred Stock with respect to rights on a statutory liquidation, (3) ranks on a parity basis with the Series D Preferred Stock with respect to rights on liquidation, dissolution or winding up, except a statutory liquidation, (4) ranks on a parity basis with Series D Preferred Stock and Common Stock with respect to dividend rights, and (5) ranks senior to the Common Stock and any other series or class of Tritel, Inc.'s common or preferred stock, now or hereafter authorized, other than Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock, with respect to rights on liquidation, dissolution and winding up. The holders of Series C Preferred Stock are entitled to dividends in cash or property when, as and if declared by the Board of Directors of Tritel, Inc. Upon any liquidation, dissolution or winding up of Tritel, Inc., the holders of Series C Preferred Stock are entitled to receive, after payment to any stock ranking senior to the Series C Preferred Stock, a liquidation preference equal to (1) the quotient of the aggregate paid-in-capital of all Series C Preferred Stock held by a stockholder divided by the total number of shares of Series C Preferred Stock held by that stockholder (the "Invested Amount") plus (2) declared but unpaid dividends on the Series C Preferred Stock, if any, plus (3) an amount equal to interest on the Invested Amount at the rate of 6 1/2% per annum, compounded quarterly. The holders of the Series C Preferred Stock have the right at any time to convert each share of Series C Preferred Stock, and upon an initial public offering meeting certain conditions (the "IPO Date"), each share of Series C Preferred Stock will automatically convert, into shares of Class A Common Stock of and, under certain circumstances, Class D Common Stock. On all matters to be submitted to the stockholders of Tritel, Inc., the holders of Series C Preferred Stock shall have the right to vote on an as-converted basis as a single class with the holders of the Common Stock. Additionally, the affirmative vote of the holders of a majority of the Series C Preferred Stock is required to approve certain matters. The Series C Preferred Stock is not redeemable. Tritel, Inc. issued 32,392 shares of Series C Preferred Stock with a stated value of $32.4 million to Airwave Communications and Digital PCS on January 7, 1999 in exchange for PCS licenses covering 6.6 million Pops and $14.2 million in cash. Tritel, Inc. also issued 149,239 shares of Series C Preferred Stock with a stated value of $149.2 million to institutional investors on January 7, 1999 in exchange for cash and subscriptions receivable. Additionally, Tritel, Inc. issued 2,602 shares of Series C Preferred Stock with a stated value of $2.6 million to Central Alabama Partnership LP on January 7, 1999 in exchange for its net assets. SERIES D PREFERRED STOCK The Series D Preferred Stock (1) ranks junior to the Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights and rights on liquidation, dissolution or winding up, 141 (2) ranks senior to the Series C Preferred Stock with respect to rights on a statutory liquidation, (3) ranks on a parity basis with Series C Preferred Stock with respect to rights on liquidation, dissolution and winding up, except a statutory liquidation, (4) ranks on a parity basis with Series C Preferred Stock and Common Stock with respect to dividend rights, and (5) ranks senior to the Common Stock and any other series or class of Tritel, Inc.'s common or preferred stock, now or hereafter authorized, other than Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, with respect to rights on liquidation, dissolution and winding up. Subject to the preceding sentence, the Series D Preferred Stock is identical in all respects to the Series C Preferred Stock, except: o the Series D Preferred Stock is convertible into an equivalent number of shares of Series C Preferred Stock at any time; o the liquidation preference for Series D Preferred Stock equals $1,000 plus declared but unpaid dividends plus an amount equal to interest on $1,000 at the rate of 61/2% per annum, compounded quarterly, from the date of issuance of such share to and including the date of the calculation; o the holders of Series D Preferred Stock do not have any voting rights, other than those required by law or in certain circumstances; and o shares of Series D Preferred Stock are not automatically convertible upon the IPO Date, but will be renamed as "Senior Common Stock" on such date. Tritel, Inc. issued 46,374 shares of Series D Preferred Stock with a stated value of $46.4 million to AT&T Wireless on January 7, 1999. COMMON STOCK The Common Stock is divided into two groups, the "Non-Tracked Common Stock," which is comprised of the Class A Common Stock, the Class B Common Stock and the Voting Preference Common Stock, and the "Tracked Common Stock," which is comprised of the Class C Common Stock and Class D Common Stock. Each share of Common Stock is identical, and entitles the holder thereof to the same rights, powers and privileges of stockholders under Delaware law, except: o dividends on the Tracked Common Stock track the assets and liabilities of Tritel C/F Holding Corp., a subsidiary of Tritel, Inc.; o rights on liquidation, dissolution or winding up of Tritel, Inc. of the Tracked Common Stock track the assets and liabilities of Tritel C/F Holding Corp.; o the Class A Common Stock, together with the Series C Preferred Stock, has 4,990,000 votes, the Class B Common Stock has no votes, Class C Common Stock has no votes, the Class D Common Stock has no votes and the Voting Preference Common Stock has 5,010,000 votes, except that in any matter requiring a separate class vote of any class of Common Stock or a separate vote of two or more classes of Common Stock voting together as a single class, for the purposes of such a class vote, each share of Common Stock of such classes will be entitled to one vote per share; o in the event the FCC indicates that the Class A Common Stock and Voting Preference Stock (1) may be voted as a single class on all matters, (2) may be treated as a single class for all quorum requirements and (3) may have one vote per share, then, absent action by the Board of Directors and upon an affirmative vote of 662/3% or more of the Class A Common Stock, Tritel, Inc. must seek consent from the FCC to permit the Class A Common Stock and Voting Preference Common Stock to vote and act as a single class in the manner described above; o the holders of shares of Class B Common Stock shall be entitled to vote as a separate class on any amendment, repeal or modification of any provision of the Restated Certificate of Incorporation that adversely affects the powers, preferences or special rights of the holders of the Class B Common Stock; 142 o each share of Class B Common Stock may be converted, at any time at the holder's option, into one share of Class A Common Stock; o each share of Class A Common Stock may be converted, at any time at the holder's option, into one share of Class B Common Stock; and o in the event the FCC indicates that it will permit the conversion of Tracked Common Stock into either Class A Common Stock or Class B Common Stock, then, absent action by the Board of Directors and upon an affirmative vote of 662/3% or more of the Class A Common Stock, such conversion will be allowed by Tritel, Inc. at the option of the holders of the Tracked Common Stock. Tritel, Inc. issued 35,519 shares of Class A Common Stock, 5,177 shares of Class C Common Stock and 9 shares of Voting Preference Common Stock to certain members of its management on January 7, 1999. LIMITATION ON DIRECTORS' LIABILITIES The Delaware General Corporation Law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach of directors' fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. In the absence of the limitations of personal liability authorized by the Delaware statute, directors could be accountable to corporations and their stockholders for monetary damages for conduct that does not satisfy their duty of care. Although the statute does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The Restated Certificate of Incorporation limits the liability of Tritel, Inc.'s directors to Tritel, Inc. or its stockholders to the fullest extent permitted by the Delaware statute. Specifically, the directors of Tritel, Inc. will not be personably liable for monetary damages for beach of a director's fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to Tritel, Inc. or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law regarding liability for any unlawful payment of dividends or unlawful stock purchase or redemption or (4) for any transaction from which a director derived an improper personal benefit. The inclusion of this provision in the Restated Certificate of Incorporation may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for beach of their duty of care, even though such an action, if successful, might otherwise have benefited Tritel, Inc. and its stockholders. 143 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS GENERAL The following is a summary of material United States federal income tax consequences of the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed regulations thereunder, published rulings and court decisions, all as in effect and existing on the date hereof and all of which are subject to change at any time, which change may be retroactive. This summary applies only to those persons who are the initial Holders of notes, who acquire the notes for cash and who hold notes as capital assets and does not address the tax consequences to taxpayers who are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies and, except as discussed below under "Foreign Holders," persons who are not citizens or residents of the United States, domestic corporations or partnerships, estates that are subject to United States federal income taxation on income without regard to its source or a trust if a court within the United States is able to exercise primary supervision of the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or aspects of federal income taxation that may be relevant to a prospective investor based upon such investor's particular tax situation. Accordingly, purchasers of notes should consult their own tax advisors with respect to the particular consequences to them of the purchase, ownership and disposition of the notes, including the applicability of any state, local or foreign tax laws to which they may be subject, as well as with respect to the possible effects of changes in federal and other tax laws. Tritel PCS has received an opinion from Brown & Wood LLP, counsel to Tritel PCS, that, based on the assumptions and subject to the qualifications set forth therein, the information in the following discussion represents their opinion of the material United States federal income tax consequences of the purchase, ownership and disposition of the notes by Holders who acquire the notes in their original issuance, as a capital asset, for a purchase price equal to the issue price of the notes. The opinion is based on currently applicable authorities, which are subject to change, and on the facts and circumstances existing on the date of the opinion. The opinion is not binding on the Internal Revenue Service or on the courts, and no ruling will be requested from the Internal Revenue Service on the issues described below. There can be no assurance that the Internal Revenue Service will not take a different position concerning the matters discussed below and that such positions of the Internal Revenue Service would not be sustained. ORIGINAL ISSUE DISCOUNT Because the notes are being issued at a discount in excess of a de minimis amount as defined under Treasury Regulations from their "stated redemption price at maturity," the notes will have original issue discount ("OID") for federal income tax purposes. For federal income tax purposes, OID on a note will be the excess of the stated redemption price at maturity of the note over its issue price. The issue price of the notes will be the first price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, at which a substantial amount of the notes is sold. For purposes of this discussion, it is assumed that all initial Holders will purchase their notes at the issue price. The stated redemption price at maturity of a note will be the sum of all payments to be made on such note, including all stated interest payments, other than payments of "qualified stated interest." Qualified stated interest is stated interest that is unconditionally payable in cash or property, other than debt instruments of the issuer, at least annually at a single fixed rate. Because there will be no required payment of interest on the notes until November 15, 2004, none of the interest payments on the notes, under the stated payment schedule, will constitute qualified stated interest. Therefore, each note will bear OID in an amount equal to the excess of (1) the sum of its principal amount and all stated interest payments over (2) its issue price. A Holder will be required to include OID in income periodically over the term of a note as such OID accrues, in accordance with a constant yield method based on a compounding of interest, before 144 receipt of the cash or other payment attributable to such income, regardless of the Holder's method of tax accounting, but such Holder will not be required to include separately in income cash payments received on the notes, even if denominated as interest, to the extent they do not constitute qualified stated interest. The amount of OID required to be included in a Holder's income for any taxable year is the sum of the daily portions of OID with respect to the note for each day during the taxable year or portion of a taxable year on which such Holder holds the note. The daily portion is determined by allocating to each day of an accrual period within a taxable year a pro rate portion of an amount equal to the adjusted issue price of the note at the beginning of the accrual period multiplied by the yield to maturity of the note. For purposes of computing OID, Tritel PCS will use six-month accrual periods that end on the days in the calendar year corresponding to the maturity date of the notes and the date six months prior to such maturity date, with the exception of an initial short accrual period. The adjusted issue price of a note at the beginning of any accrual period is the issue price of the Note increased by the amount of OID previously includible in the gross income of the Holder, and decreased by any payments previously made on the note. The yield to maturity is the discount rate that, when used in computing the present value of all payments of principal and interest to be made on the note, produces an amount equal to the issue price of the note. Under these rules, under the stated payment schedule, Holders of notes will have to include in gross income increasingly greater amounts of OID in each successive accrual period. A Holder's tax basis in a note will be increased by the amount of OID includible in the Holder's income under the rules discussed above and decreased by the amount of any payment, including payments of stated interest, with respect to the note. Tritel PCS has determined that its obligations to pay Liquidated Damages constitutes a remote and incidental contingency within the meaning of the OID rules. Accordingly, Tritel PCS does not intend to treat the possibility of payment of Liquidated Damages as affecting the yield to maturity of a note. In the event that Liquidated Damages are actually paid, there will be adverse tax consequences to the Holders of a note. Holders should consult their own tax advisors as to the tax consequences to them of payment by Tritel PCS of Liquidated Damages, if any. EFFECT OF MANDATORY AND OPTIONAL REDEMPTION ON OID Tritel PCS may redeem the notes, in whole or in part, at any time on or after May 15, 2004, at redemption prices specified elsewhere herein plus accrued interest to the date of redemption. The Treasury Regulations contain rules for determining the "maturity date" and the stated redemption price at maturity of an instrument that may be redeemed prior to its stated maturity date at the option of the issuer. Under the OID rules, solely for purposes of the accrual of OID, it is assumed that the issuer will exercise any option to redeem a debt instrument if such exercise will lower the yield-to-maturity of the debt instrument. Tritel PCS has determined that the exercise of its right to redeem the notes prior to their stated maturity under these rules would not lower the yield-to-maturity of the notes. On these facts, Tritel PCS would not be presumed to exercise its right to redeem the notes, prior to their stated maturity under these rules. Prior to May 15, 2002, Tritel PCS at its option may redeem up to 35% of the aggregate principal amount at maturity of the notes with the proceeds of one or more equity offerings at the redemption price specified elsewhere herein; provided that not less than 65% of the aggregate principal amount at maturity of the notes would remain outstanding after such redemption. In the event of a Change of Control, as defined in the indenture, each holder of notes shall have the right to require that Tritel PCS purchase such holder's notes, in whole or in part in integral multiples of $1,000, at a purchase price in cash in an amount equal to 101% of the Accreted Value of the notes, plus, in each case, accrued interest, if any, to the date of purchase. Such redemption rights and obligations will be treated by Tritel PCS as not affecting the determination of the yield or maturity of the notes. The Treasury Regulations contain rules for determining the "maturity date" and the stated redemption price at maturity of an instrument that may be redeemed prior to its stated maturity date upon the occurrence of one or more contingencies. Under such Treasury Regulations, if the timing and amounts of the payments that comprise each payment schedule are known as of the issue date, the "maturity date" and stated redemption price at maturity of such an instrument are determined by assuming that payments will be made according to the instrument's stated payment schedule, unless based upon all 145 the facts and circumstances as of the issue date, it is more likely than not that the instrument's stated payment schedule will not occur. Tritel PCS has determined that the stated maturity date and stated payment schedule of the notes is more likely than not to occur based on the facts and circumstances known as of the issue date. On these facts, under these regulations, the "maturity date" and stated redemption price at maturity of the notes would be determined on the basis of the stated maturity and stated payment schedule. If, notwithstanding the foregoing, it is presumed that Tritel PCS will exercise its option to redeem, then the maturity date of the notes for the purpose of calculating yield to maturity would be the exercise date of such call option and the stated redemption price at maturity for each Note would equal the amount payable upon such exercise. If subsequently the call option is not exercised then, for purposes of the OID rules, the issuer would be treated as having issued on the presumed exercise date of the call option a new debt instrument in exchange for the existing instrument. The new debt instrument deemed issued would have an issue price equal to the call price. As a result, another OID computation would have to be made with respect to the constructively issued new debt instrument. SALE, EXCHANGE AND REDEMPTION OF NOTES A sale, exchange or redemption of notes will result in taxable gain or loss equal to the difference between the amount of cash or other property received and the Holder's adjusted tax basis in the note. A Holder's adjusted tax basis for determining gain or loss on the sale or other disposition of a note will initially equal the cost of the note to such Holder and will be increased by any amounts included in income as OID, and decreased by the amount of any cash payments received by such Holder regardless of whether such payments are denominated as principal or interest. Gain or loss upon a sale, exchange, or redemption of a note will be capital gain or loss if the note is held as a capital asset, and will be long term capital gain or loss if the note has been held by the Holder for more than one year. The deductibility of capital losses is subject to limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions. EXCHANGE OF OUTSTANDING NOTES FOR REGISTERED NOTES The exchange of the outstanding notes for registered notes pursuant to the exchange offer will not be treated as an exchange for federal income tax purposes because the registered notes will not differ materially in kind or extent from the outstanding notes and because the exchange will occur by operation of the original terms of the outstanding notes. As a result, Holders who exchange their outstanding notes for registered notes will not recognize any income, gain or loss for federal income tax purposes. A Holder will have the same adjusted basis and holding period in the registered notes immediately after the exchange as it had in the outstanding notes immediately before the exchange. FOREIGN HOLDERS The following discussion is a summary of certain United States federal income tax consequences to a Foreign Person that holds a note. The term "Foreign Person" means a nonresident alien individual or foreign corporation, but only if the income or gain on the note is not "effectively connected with the conduct of a trade or business within the United States," in which case, and subject to an applicable treaty, the nonresident alien individual or foreign corporation will be subject to tax on such income or gain in essentially the same manner as a United States citizen or resident or a domestic corporation, as discussed above, and in the case of a foreign corporation, may also be subject to the branch profits tax. Under the "portfolio interest" exception to the general rules for the withholding of tax on interest and original issue discount paid to a Foreign Person, a Foreign Person will not be subject to United States tax, or to withholding, on interest or OID on a note, provided that (a) the Foreign Person does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Tritel PCS entitled to vote and (b) Tritel PCS, its paying agent or the person who would otherwise be required to withhold tax receives either (1) a statement (an "Owner's Statement") 146 on the applicable Internal Revenue Service's Form W-8 or substantially similar form signed under penalties of perjury by the beneficial owner of the note in which the owner certifies that the owner is not a United States person and which provides the owner's name and address, or (2) a statement signed under penalties of perjury by a financial institution holding the note on behalf of the beneficial owners, together with a copy of the Owner's Statement. Regulations which will be effective for payments made after December 31, 2000 would retain these procedures for certifying that a Holder is a Foreign Person and would add several alternative certification procedures. A Foreign Person who does not qualify for the "portfolio interest" exception would be subject to United States withholding tax at a flat rate of 30%, or a lower applicable treaty rate, on interest payments and payments, including proceeds from a sale, exchange or retirement, attributable to OID on the notes. Gain recognized by a Foreign Person upon the redemption, sale or exchange of a note, including any gain representing accrued market discount, will not be subject to United States tax unless the Foreign Person is an individual present in the United States for 183 days or more during the taxable year in which the note is redeemed, sold or exchanged, and certain other requirements are met, in which case the Foreign Person will be subject to United States tax at a flat rate of 30%, unless exempt by applicable treaty. Federal Estate and Gift Tax A note beneficially owned by an individual who at the time of death is not a domiciliary of the United States will not be subject to United States federal estate tax as a result of such individual's death, provided that such individual does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Tritel PCS entitled to vote within the meaning of Section 871(h)(3) of the Code and provided that the interest payments with respect to such note would not have been, if received at the time of such individual's death, effectively connected with the conduct of a United States trade or business by such individual. Any individual will not be subject to United States federal gift tax on a transfer of notes, unless such person is a domiciliary of the United States. BACKUP WITHHOLDING A Holder may be subject, under certain circumstances, to backup withholding at a 31% rate with respect to payments received with respect to the notes. This withholding applies if the Holder: o fails to furnish his or her social security or other taxpayer identification number, o furnishes an incorrect taxpayer identification number, o is notified by the Internal Revenue Service that he or she has failed to report properly payments of interest and dividends and the Internal Revenue Service has notified Tritel that he or she is subject to backup withholding, or o fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the taxpayer identification number provided is his or her correct number and that he or she is not subject to backup withholding. Any amount withheld from a payment to a Holder under the backup withholding rules is allowable as a credit against such Holder's federal income tax liability, provided that the required information is furnished to the Internal Revenue Service. Certain Holders, including, among others, corporations and foreign individuals who comply with certain certification requirements described above under "Foreign Holders," are not subject to backup withholding. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such an exemption. On October 6, 1997, the Treasury Department issued new regulations (the "New Regulations") which make certain modifications to the withholding, backup withholding and information reporting rules described above. The New Regulations attempt to unify certification requirements and modify 147 reliance standards. The New Regulations will generally be effective for payments made after December 31, 2000, subject to certain transition rules. Prospective investors are urged to consult their own tax advisors regarding the New Regulations. LIMITATION ON TRITEL PCS'S INTEREST DEDUCTIONS The notes have a maturity date more than five years from the date of issue, have a yield to maturity more than five percentage points higher than the applicable Federal rate and will bear "significant OID." Thus, the notes will be treated as "applicable high yield discount obligations" under the rules of Sections 163(e) and 163(i) of the Code. Thus, Tritel PCS will not be able to deduct any OID accruing with respect thereto until such interest is actually paid and a portion of such OID will be disallowed altogether. To the extent that the non-deductible portion of OID would have been treated as a dividend if it had been distributed with respect to Tritel PCS's stock, it will be treated as a dividend to corporate Holders of the notes for purposes of the rules relating to the dividends received deduction. Except as described above, treatment of the notes as applicable high yield discount obligations will not affect the reporting of the OID as income by the Holders of the notes. OTHER TAX CONSEQUENCES In addition to the federal income tax considerations described above, prospective purchasers of the notes should consider potential state, local, income, franchise, personal property and other taxation in any state or locality and the tax effect of ownership, sale, exchange, or retirement of the notes in any state or locality. Prospective purchasers of the notes are advised to consult their own tax advisors with respect to any state or local income, franchise, personal property or other tax consequences arising out of their ownership of the notes. THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION AND IS NOT TAX ADVICE. ACCORDINGLY, EACH PROSPECTIVE PURCHASER OF THE NOTES SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN INCOME TAX LAWS AND ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE TAX LAWS. 148 PLAN OF DISTRIBUTION Each broker-dealer that receives registered notes for its own account pursuant to the exchange offer, where its outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market making or other trading activities. Until , 1999 (90 days after the commencement of the exchange offer), all dealers effecting transactions in the registered notes may be required to deliver a prospectus. Tritel PCS will not receive any proceeds from any sales of the registered notes by participating broker-dealers. Registered notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer that resells the registered notes, and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal for the exchange offer states that, by acknowledging that it will deliver, and by delivering, a prospectus, a participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the expiration date, or until all broker-dealers who exchange outstanding notes which were acquired as a result of market-making activities for registered notes have sold all registered notes held by them, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Tritel PCS has agreed to pay all expenses incident to the exchange offer. Tritel PCS will indemnify the holders of the registered notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. The registered notes will not be listed on any stock exchange. The notes are designated for trading in The Portal Market. LEGAL MATTERS The validity of the registered notes will be passed upon for Tritel PCS by Brown & Wood LLP, New York, New York. Certain other legal matters will be passed upon for Tritel PCS and the guarantors of the notes by James H. Neeld, IV, its general counsel, and by Tritel PCS's special FCC counsel, Lukas, Nace, Gutierrez & Sachs, Washington, D.C. EXPERTS The consolidated financial statements of Tritel, Inc. and Predecessor Companies as of December 31, 1997 and 1998, for each of the years in the three-year period ended December 31, 1998 and for the period from July 27, 1995 (inception) to December 31, 1998, have been included herein and in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. 149 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) INDEX TO FINANCIAL STATEMENTS
PAGE ----- Independent Auditors' Report ........................................................ F-2 Consolidated Balance Sheets as of December 31, 1997 and 1998 and June 30, 1999 (unaudited) ........................................................................ F-3 Consolidated Statements of Operations for the years ended December 31, 1996, 1997 and 1998, the period from July 27, 1995 (inception) to December 31, 1998, the six month periods ended June 30, 1998 and 1999 (unaudited) and the period from July 27, 1995 (inception) to June 30, 1999 (unaudited) ........................................... F-4 Consolidated Statements of Members' and Stockholders' Equity for the period from July 27, 1995 (inception) to December 31, 1995, the years ended December 31, 1996, 1997 and 1998 and the six-month period ended June 30, 1999 (unaudited) ............. F-5 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1997 and 1998, the period from July 27, 1995 (inception) to December 31, 1998, the six month period ended June 30, 1999 (unaudited), the period from July 27, 1995 (inception) to June 30, 1999 (unaudited) .......................................................... F-6 Notes to Consolidated Financial Statements .......................................... F-9
In accordance with Securities and Exchange Commission Staff Accounting Bulletin 53, the financial statements of Tritel, Inc. and Predecessor Company are included herein. Tritel PCS, Inc. is a wholly-owned subsidiary of Tritel, Inc. and Tritel, Inc. fully and unconditionally guarantees the Senior Subordinated Discount Notes issued by Tritel PCS, Inc. Separate financial statements of Tritel PCS, Inc. and Subsidiary Guarantors are not included. However, condensed financial data for Tritel PCS, Inc. and Subsidiary Guarantors is included in Note 17 to the financial statements. The Subsidiary Guarantors are wholly-owned subsidiaries of Tritel, PCS, Inc. and their guarantees are on a full, unconditional, joint and several basis with other guarantor subsidiaries. F-1 INDEPENDENT AUDITORS' REPORT The Board of Directors Tritel, Inc.: We have audited the accompanying consolidated balance sheets of Tritel, Inc. and Predecessor Companies (development stage companies) (the Companies) as of December 31, 1997 and 1998, and the related consolidated statements of operations, members' and stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998 and for the period from July 27, 1995 (inception) to December 31, 1998. These consolidated financial statements are the responsibility of the Companies' managements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tritel, Inc. and Predecessor Companies as of December 31, 1997 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1998 and for the period from July 27, 1995 (inception) to December 31, 1998, in conformity with generally accepted accounting principles. Jackson, Mississippi KPMG Peat Marwick LLP February 16, 1999 F-2 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1997 AND 1998 AND JUNE 30, 1999 (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, -------------------------- JUNE 30, 1997 1998 1999 ASSETS ----------- ------------ ------------ (UNAUDITED) Current assets: Cash and cash equivalents ........................................ $ 1,763 846 390,305 Restricted cash .................................................. -- -- 2,796 Due from affiliates .............................................. 275 241 1,508 Prepaid expenses and other current assets ........................ 10 719 1,123 -------- --- ------- Total current assets ............................................ 2,048 1,806 395,732 Restricted cash ................................................... -- -- 5,161 Property and equipment, net ....................................... 13 13,816 60,686 FCC licensing costs ............................................... 99,425 71,466 158,893 Intangible assets, net of amortization of $1,753 in 1999 .......... -- -- 38,857 Deferred charges, net of amortization of $347 in 1997, $348 in 1998 and $775 in 1999 ................................................. 1,027 1,933 29,938 Note receivable ................................................... -- -- 7,550 Other assets ...................................................... -- -- 228 -------- ------ ------- Total assets .................................................... $102,513 89,021 697,045 ======== ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable .................................................... $ 5,000 22,405 -- Current maturities of long-term debt ............................. -- -- 443 Accounts payable, accrued expenses and interest .................. 3,425 10,506 7,345 -------- ------ ------- Total current liabilities ....................................... 8,425 32,911 7,788 -------- ------ ------- Non-current liabilities: Long-term debt ................................................... 77,200 51,599 444,643 Note payable to related party .................................... 5,700 6,270 -- Accrued interest and dividends payable ........................... 2,426 224 4,347 Deferred credit -- vendor discount ............................... -- -- 15,000 Deferred income taxes ............................................ -- -- 28,064 -------- ------ ------- Total non-current liabilities ................................... 85,326 58,093 492,054 -------- ------ ------- Total liabilities ............................................... 93,751 91,004 499,842 -------- ------ ------- Series A 10% redeemable convertible preferred stock ............... -- -- 69,109 Stockholders' equity: Preferred stock, authorized 1,500,000 shares: Series C, outstanding 184,233 shares at June 30, 1999 ........... -- -- 174,658 Subscription receivable for Series C preferred stock ............ -- -- (49,746) -------- ------ ------- Total Series C preferred stock ................................. -- -- 124,912 -------- ------ ------- Series D, outstanding 46,374 shares at June 30, 1999 ............ -- -- 35,096 -------- ------ ------- Net preferred stock ............................................ -- -- 160,008 -------- ------ ------- Common stock, 30 shares issued and outstanding at December 31, 1998 ............................................................. -- -- -- Common stock issued and outstanding at June 30, 1999 -- Class A Voting, 35,519 shares; Class C Non-Voting, 5,177 shares; and Voting Preference, 9 shares ................................. -- -- -- Contributed capital -- Predecessor Companies ...................... 13,497 13,497 -- Deficit accumulated during the development stage .................. (4,735) (15,480) (31,914) -------- ------- ------- Total stockholders' equity (deficit) ........................... 8,762 (1,983) 128,094 -------- ------- ------- Total liabilities and stockholders' equity ..................... $102,513 89,021 697,045 ======== ======= =======
See accompanying notes to consolidated financial statements. F-3 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998, THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO DECEMBER 31, 1998, THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1999 (UNAUDITED) AND THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO JUNE 30, 1999 (UNAUDITED) (AMOUNTS IN THOUSANDS)
YEARS ENDED DECEMBER 31, ----------------------------------- 1996 1997 1998 ----------- ----------- ----------- Revenues ............................ $ -- -- -- -------- -- -- Operating expenses: Plant expenses ..................... 4 104 1,939 General and administrative ......... 1,481 3,123 4,947 Sales and marketing ................ 5 28 452 Depreciation and amortization ...... 2 20 348 -------- ----- ----- 1,492 3,275 7,686 -------- ----- ----- Operating loss ...................... (1,492) (3,275) (7,686) Interest income ..................... 31 121 77 Financing cost ...................... -- -- -- Interest expense .................... -- -- (722) -------- ------ ------ Loss before extraordinary item and income taxes ................ (1,461) (3,154) (8,331) Extraordinary item - Loss on return of spectrum ......... -- -- (2,414) -------- ------ ------ Loss before income taxes ......... (1,461) (3,154) (10,745) Income tax benefit .................. -- -- -- -------- ------ ------- Net loss ......................... $ (1,461) (3,154) (10,745) ======== ====== ======= CUMULATIVE AMOUNTS SINCE SIX-MONTHS CUMULATIVE INCEPTION ENDED AMOUNTS AT JUNE 30, SINCE INCEPTION, DECEMBER 31, ------------------------ AT JUNE 30, 1998 1998 1999 1999 -------------- ----------- ------------ ----------------- (UNAUDITED) (UNAUDITED) Revenues ............................ -- -- -- -- -- -- -- -- Operating expenses: Plant expenses ..................... 2,047 111 3,946 5,993 General and administrative ......... 9,672 1,616 7,204 16,876 Sales and marketing ................ 485 20 2,724 3,209 Depreciation and amortization ...... 370 13 2,398 2,768 ----- ----- ----- ------ 12,574 1,760 16,272 28,846 ------ ----- ------ ------ Operating loss ...................... (12,574) (1,760) (16,272) (28,846) Interest income ..................... 230 27 5,332 5,562 Financing cost ...................... -- -- (2,230) (2,230) Interest expense .................... (722) -- (5,104) (5,826) ------- ------ ------- ------- Loss before extraordinary item and income taxes ................ (13,066) (1,733) (18,274) (31,340) Extraordinary item - Loss on return of spectrum ......... (2,414) -- -- (2,414) ------- ------ ------- ------- Loss before income taxes ......... (15,480) (1,733) (18,274) (33,754) Income tax benefit .................. -- -- 6,036 6,036 ------- ------ ------- ------- Net loss ......................... (15,480) (1,733) (12,238) (27,718) ======= ====== ======= =======
See accompanying notes to consolidated financial statements. F-4 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY FOR THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO DECEMBER 31, 1995, THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 AND THE SIX-MONTH PERIOD ENDED JUNE 30, 1999 (UNAUDITED) (AMOUNTS IN THOUSANDS)
PREFERRED PREFERRED STOCK STOCK PREFERRED ISSUANCE SUBSCRIPTION STOCK COSTS RECEIVABLE ----------- ----------- -------------- Balance at July 27, 1995 ................. $ -- -- -- Contributed capital, net of expenses of $25 ..................................... -- -- -- Conversion of debt to members' equity .................................. -- -- -- Net loss ................................. -- -- -- --------- -- -- Balance at December 31, 1995 ............. -- -- -- Contributed capital, net of expenses of $40 ..................................... -- -- -- Conversion of debt to members' equity .................................. -- -- -- Net loss ................................. -- -- -- --------- -- -- Balance at December 31, 1996 ............. -- -- -- Contributed capital, net of expenses of $148..................................... -- -- -- Conversion of debt to members' equity .................................. -- -- -- Net loss ................................. -- -- -- --------- -- -- Balance at December 31, 1997 ............. -- -- -- Net loss ................................. -- -- -- --------- -- -- Balance at December 31, 1998 ............. -- -- -- Unaudited: Conversion of debt to members' equity in Predecessor Company ......... -- -- -- Series C Preferred Stock issued to Predecessor Company, including distribution of assets and liabilities ........................... 17,193 -- -- Series C Preferred Stock issued in exchange for cash and receivable....... 163,370 -- (49,746) Payment of preferred stock issuance costs ................................. -- (8,507) -- Series C Preferred Stock issued to Central Alabama in exchange for net assets ............................ 2,602 -- -- Series D Preferred Stock issued to AT&T Wireless in exchange for licenses and other agreements ......... 46,374 -- -- Adjustment to fair value of Series D Preferred Stock ....................... (11,278) -- -- Accrual of dividends on Series A redeemable preferred stock ............. -- -- -- Accretion of discount on Series A redeemable preferred stock ............ -- -- -- Net loss ................................ -- -- -- --------- ------ ------- Balance at June 30, 1999 ................ $ 218,261 (8,507) (49,746) ========= ====== ======= DEFICIT ACCUMULATED MEMBERS' DURING AND COMMON CONTRIBUTED DEVELOPMENT STOCKHOLDERS' STOCK CAPITAL STAGE EQUITY -------- ------------- ------------- -------------- Balance at July 27, 1995 ................. -- -- -- -- Contributed capital, net of expenses of $25 ..................................... -- 1,150 -- 1,150 Conversion of debt to members' equity .................................. -- 489 -- 489 Net loss ................................. -- -- (120) (120) -- ----- ---- ----- Balance at December 31, 1995 ............. -- 1,639 (120) 1,519 Contributed capital, net of expenses of $40 ..................................... -- 3,910 -- 3,910 Conversion of debt to members' equity .................................. -- 1,706 -- 1,706 Net loss ................................. -- -- (1,461) (1,461) -- ----- ------ ------ Balance at December 31, 1996 ............. -- 7,255 (1,581) 5,674 Contributed capital, net of expenses of $148..................................... -- 5,437 -- 5,437 Conversion of debt to members' equity .................................. -- 805 -- 805 Net loss ................................. -- -- (3,154) (3,154) -- ----- ------ ------ Balance at December 31, 1997 ............. -- 13,497 (4,735) 8,762 Net loss ................................. -- -- (10,745) (10,745) -- ------ ------- ------- Balance at December 31, 1998 ............. -- 13,497 (15,480) (1,983) Unaudited: Conversion of debt to members' equity in Predecessor Company ......... -- 8,976 -- 8,976 Series C Preferred Stock issued to Predecessor Company, including distribution of assets and liabilities ........................... -- (22,473) 576 (4,704) Series C Preferred Stock issued in exchange for cash and receivable....... -- -- -- 113,624 Payment of preferred stock issuance costs ................................. -- -- -- (8,507) Series C Preferred Stock issued to Central Alabama in exchange for net assets ............................ -- -- -- 2,602 Series D Preferred Stock issued to AT&T Wireless in exchange for licenses and other agreements ......... -- -- -- 46,374 Adjustment to fair value of Series D Preferred Stock ....................... -- -- -- (11,278) Accrual of dividends on Series A redeemable preferred stock ............. -- -- (4,347) (4,347) Accretion of discount on Series A redeemable preferred stock ............ -- -- (425) (425) Net loss ................................ -- -- (12,238) (12,238) -- ------- ------- ------- Balance at June 30, 1999 ................ -- -- (31,914) 128,094 == ======= ======= =======
See accompanying notes to consolidated financial statements. F-5 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998, THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO DECEMBER 31, 1998, THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1999 (UNAUDITED) AND THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO JUNE 30, 1999 (UANUDITED) (AMOUNTS IN THOUSANDS)
YEARS ENDED DECEMBER 31, ---------------------------------------- 1996 1997 1998 ------------ -------------- ------------ Cash flows from operating activities: Net loss ............................... $ (1,461) (3,154) (10,745) Adjustments to reconcile net loss to net cash used in operating activities: Loss on return of spectrum .......... -- -- 2,414 Depreciation and amortization ....... 2 20 348 Deferred income taxes ............... -- -- -- Changes in operating assets and liabilities: Due from affiliates ................ -- (275) 34 Accrued interest receivable ........ 1 (10) (14) Other receivables .................. -- -- (168) Prepaid expenses ................... -- -- (185) Accounts payable and accrued expenses ................. 340 45 (180) Other liabilities .................. -- -- -- Due to affiliates .................. 426 (529) -- -------- ------ ------- Net cash used in operating activities ...................... (692) (3,903) (8,496) -------- ------ ------- Cash flows from investing activities: Purchase of property and equipment (11) (6) (5,970) Cash paid for organization costs ....... (34) (66) -- Deposit for FCC auctions ............... (5,000) -- -- Payment for FCC licenses ............... (3,549) (3,935) -- Refund of FCC deposit .................. 950 1,376 -- Purchase of trademark .................. -- -- -- Advance under note receivable .......... -- -- -- Capitalized interest on debt used to obtain licenses ...................... (1,325) (415) (2,905) Capitalized interest on network construction ......................... -- -- -- Capitalized direct costs incurred to obtain licenses ...................... (72) (6) -- -------- --------- ------- Net cash used in investing activities ......................... (9,041) (3,052) (8,875) -------- -------- ------- (continued) CUMULATIVE CUMULATIVE AMOUNTS SIX-MONTHS AMOUNTS SINCE ENDED SINCE INCEPTION, JUNE 30, INCEPTION, AT DECEMBER 31, -------------------------- AT JUNE 30, 1998 1998 1999 1999 ----------------- ------------- ------------ (UNAUDITED) (UNAUDITED) Cash flows from operating activities: Net loss ............................... (15,480) (1,733) (12,238) (27,718) Adjustments to reconcile net loss to net cash used in operating activities: Loss on return of spectrum .......... 2,414 -- -- 2,414 Depreciation and amortization ....... 370 13 2,398 2,768 Deferred income taxes ............... -- -- (6,036) (6,036) Changes in operating assets and liabilities: Due from affiliates ................ (241) 21 (190) (431) Accrued interest receivable ........ (24) (7) (336) (360) Other receivables .................. (168) -- (833) (1,001) Prepaid expenses ................... (185) -- (589) (774) Accounts payable and accrued expenses ................. 271 654 3,171 3,442 Other liabilities .................. -- -- 237 237 Due to affiliates .................. -- -- -- -- ------- -------- ------- ------- Net cash used in operating activities ...................... (13,043) (1,052) (14,416) (27,459) ------- -------- ------- ------- Cash flows from investing activities: Purchase of property and equipment (5,986) (11) (44,687) (50,673) Cash paid for organization costs ....... (103) -- -- (103) Deposit for FCC auctions ............... (9,500) -- -- (9,500) Payment for FCC licenses ............... (7,485) -- -- (7,485) Refund of FCC deposit .................. 2,326 -- -- 2,326 Purchase of trademark .................. -- -- (325) (325) Advance under note receivable .......... -- -- (7,550) (7,550) Capitalized interest on debt used to obtain licenses ...................... (4,644) -- (1,625) (6,269) Capitalized interest on network construction ......................... -- -- (4,271) (4,271) Capitalized direct costs incurred to obtain licenses ...................... (99) -- -- (99) ------- -------- ------- ------- Net cash used in investing activities ......................... (25,491) (11) (58,458) (83,949) ------- -------- ------- ------- (continued)
F-6 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998, THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO DECEMBER 31, 1998, THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1999 (UNAUDITED) AND THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO JUNE 30, 1999 (UNAUDITED) (AMOUNTS IN THOUSANDS)
YEARS ENDED DECEMBER 31, ---------------------------------- 1996 1997 1998 --------- ----------- ------------ Cash flows from financing activities: Proceeds from notes payable to related parties ........................ 300 5,700 -- Proceeds from notes payable .............. 5,900 5,000 38,705 Proceeds from long-term debt ............. -- -- -- Proceeds from senior subordinated discount notes ......................... -- -- -- Repayments of notes payable to related parties ........................ (100) (300) -- Repayments of notes payable .............. (625) (5,900) (21,300) Payment of preferred stock issuance costs .................................. -- -- -- Payment of debt issuance costs and other deferred charges ................. (20) (1,251) (951) Proceeds from vendor discount ............ -- -- -- Issuance of preferred stock .............. -- -- -- Capital contributions, net of related expenses ............................... 3,910 5,437 -- ----- ------ ------- Net cash provided by (used in) financing activities ................. 9,365 8,686 16,454 ----- ------ ------- Net increase (decrease) in restricted cash, cash and cash equivalents .......... (368) 1,731 (917) Restricted cash and cash equivalents at beginning of period ...................... 400 32 1,763 ----- ------ ------- Restricted cash and cash equivalents at end of period ............................ $ 32 1,763 846 ======= ====== ======= (continued) CUMULATIVE CUMULATIVE AMOUNTS SIX-MONTHS AMOUNTS SINCE ENDED SINCE INCEPTION, JUNE 30, INCEPTION, AT DECEMBER 31, ------------------------ AT JUNE 30, 1998 1998 1999 1999 ----------------- ----------- ------------ (UNAUDITED) (UNAUDITED) Cash flows from financing activities: Proceeds from notes payable to related parties ........................ 9,100 -- -- 9,100 Proceeds from notes payable .............. 50,230 500 -- 50,230 Proceeds from long-term debt ............. -- -- 200,000 200,000 Proceeds from senior subordinated discount notes ......................... -- -- 200,240 200,240 Repayments of notes payable to related parties ........................ (400) -- -- (400) Repayments of notes payable .............. (27,825) -- (22,100) (49,925) Payment of preferred stock issuance costs .................................. -- -- (8,507) (8,507) Payment of debt issuance costs and other deferred charges ................. (2,222) (641) (27,966) (30,188) Proceeds from vendor discount ............ -- -- 15,000 15,000 Issuance of preferred stock .............. -- -- 113,623 113,623 Capital contributions, net of related expenses ............................... 10,497 -- -- 10,497 ------- ---- ------- ------- Net cash provided by (used in) financing activities ................. 39,380 (141) 470,290 509,670 ------- ---- ------- ------- Net increase (decrease) in restricted cash, cash and cash equivalents .......... 846 (1,204) 397,416 398,262 Restricted cash and cash equivalents at beginning of period ...................... -- 1,763 846 -- ------- ------ ------- ------- Restricted cash and cash equivalents at end of period ............................ 846 559 398,262 398,262 ======= ====== ======= ======= (continued)
F-7 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998, THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO DECEMBER 31, 1998, THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1999 (UNAUDITED) AND THE PERIOD FROM JULY 27, 1995 (INCEPTION) TO JUNE 30, 1999 (UNAUDITED) (AMOUNTS IN THOUSANDS)
CUMULATIVE CUMULATIVE AMOUNTS SIX-MONTHS AMOUNTS YEARS ENDED SINCE ENDED SINCE DECEMBER 31, INCEPTION, JUNE 30, INCEPTION, ----------------------------- AT DECEMBER 31, -------------------- AT JUNE 30, 1996 1997 1998 1998 1998 1999 1999 ---------- --------- -------- ----------------- -------- ----------- (UNAUDITED) (UNAUDITED) Supplementary Information: Cash paid for interest, net of amounts capitalized ................ $ -- -- -- -- -- 5,104 5,104 ======= == == == == ===== ===== Significant non-cash investing and financing activities: Long-term debt incurred to obtain FCC licenses, net of discount ...... $53,259 23,116 -- 76,375 -- -- 76,375 ======= ====== == ====== == ===== ====== Capitalized interest and discount on debt used to obtain FCC licenses ........................... $ 2,033 6,799 7,614 16,466 4,621 455 16,921 ======= ====== ===== ====== ===== ===== ====== Deposits applied to purchase of FCC licenses ....................... $ 4,500 5,000 -- 9,500 -- -- 9,500 ======= ====== ===== ====== ===== ===== ====== Conversions of debt to equity ....... $ 1,706 805 -- 3,000 -- 8,976 11,976 ======= ====== ===== ====== ===== ===== ====== Capital expenditures included in accounts payable ................... $ -- -- 5,762 5,762 -- (5,762) -- ======= ====== ===== ====== ===== ====== ====== Election of FCC disaggregation option for return of spectrum: Reduction in FCC licensing costs ............................. $ -- -- 35,442 35,442 -- -- 35,442 ======= ====== ====== ====== ===== ====== ====== Reduction in accrued interest payable and long-term debt ........ $ -- -- 33,028 33,028 -- -- 33,028 ======= ====== ====== ====== ===== ====== ====== Preferred stock issued in exchange for assets and liabilities .................... $ -- -- -- -- -- 123,575 123,575 ======= ====== ====== ====== ===== ======= ======= Preferred stock issued in exchange for stock subscription receivable ............ $ -- -- -- -- -- 49,746 49,746 ======= ====== ====== ====== ===== ======= ======= Distribution of assets and liabilities to predecessor company ................ $ -- -- -- -- (4,704) (4,704) ======= ====== ====== ====== ===== ======= =======
See accompanying notes to consolidated financial statements F-8 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) ORGANIZATION AND PRINCIPLES OF CONSOLIDATION Airwave Communications, LLC ("Airwave Communications") (formerly Mercury PCS, LLC) and Digital PCS, LLC ("Digital PCS") (formerly Mercury PCS II, LLC) were formed on July 27, 1995 and July 29, 1996, respectively, for the principal purpose of acquiring for development Personal Communications Services ("PCS") licenses in markets in the south-central United States. Airwave Communications and Digital PCS are referred to collectively as "the Predecessor Company" or "the Predecessor Companies." Tritel, Inc. ("Tritel") was formed on April 23, 1998 by the controlling shareholders of Airwave Communications and Digital PCS for the purpose of developing Personal Communications Services ("PCS") markets in the south-central United States. Tritel's 1998 activities consisted of $1.5 million in capital expenditures and $32,000 in net loss. On January 7, 1999, the Predecessor Companies transferred substantially all of their assets and liabilities at historical cost to Tritel in exchange for 18,262 shares of Series C Preferred Stock in Tritel. Tritel is controlled by the controlling shareholders of the Predecessor Companies. Tritel will continue the activities of the Predecessor Companies and, for accounting purposes, this transaction was accounted for as a reorganization of the Predecessor Company into a C corporation and a name change to Tritel. Tritel and the Predecessor Company, together with Tritel's subsidiaries, are referred to collectively as "the Company." The Company has not commenced commercial PCS operations and is still in the development stage. The Company continues to devote most of its efforts to activities such as strategic and financial planning, raising capital and constructing wireless telecommunications network facilities. The consolidated accounts of the Company include its subsidiaries, Tritel PCS, Inc.; Tritel A/B Holding Corp.; Tritel C/F Holding Corp.; Tritel Communications, Inc.; Tritel Finance, Inc.; and others. All significant intercompany accounts or balances have been eliminated in consolidation. Also on January 7, 1999, Tritel entered into the following transactions: o AT&T Wireless PCS, Inc. and TWR Cellular, Inc. (collectively, "AT&T Wireless") contributed PCS licenses to Tritel and entered into agreements with Tritel for the use of the AT&T logo and other service marks, and for roaming arrangements. In exchange for the contributed assets, AT&T Wireless received 90,668 shares of Series A Preferred Stock and 46,374 shares of Series D Preferred Stock in Tritel with a stated value of $137,042,000. This transaction was accounted for as an asset acquisition by Tritel and is further described in Note 19. o Tritel acquired all of the assets and liabilities of Central Alabama Partnership, LP 132 in exchange for 2,602 shares of Series C Preferred Stock in Tritel with a stated value of $2,602,000. Assets, principally PCS licenses, totaling $9,352,000 were acquired and liabilities of $6,750,000 were assumed. This transaction was accounted for as a purchase business combination. o Tritel issued 14,130 shares of Series C Preferred Stock with a stated value of $14,130,000 to the Predecessor Companies in exchange for cash. Additionally, Tritel issued 149,239 shares of Series C Preferred Stock with a stated value of $149,239,000 to certain private investors in exchange for cash and stock subscriptions receivable. These transactions are further described in Note 18. F-9 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) o Tritel entered into a $550,000,000 bank financing facility as further described in Note 20 for financing of the development and construction of its wireless network. The January 7, 1999 stock transactions described above are summarized as follows:
STATED CARRYING SHARES VALUE AMOUNT ---------- ---------- ----------- (AMOUNTS IN THOUSANDS) Series A Preferred issued to AT&T Wireless ......................... 90,668 $ 90,668 $ 68,684 Series D Preferred issued to AT&T Wireless ......................... 46,374 46,374 35,096 ------ -------- -------- Total to AT&T Wireless in exchange for contributed assets .......... 137,042 137,042 103,780 ------- -------- -------- Series C Preferred issued to Airwave Communications ................ 14,427 14,427 10,973 Series C Preferred issued to Digital PCS ........................... 3,835 3,835 6,220 ------- -------- -------- Total to Predecessor Companies in exchange for contributed assets... 18,262 18,262 17,193 ------- -------- -------- Series C Preferred issued to Central Alabama Partnership ........... 2,602 2,602 2,602 Series C Preferred issued to Predecessor Companies for cash ........ 14,130 14,130 14,130 Series C Preferred issued to certain private investors ............. 149,239 149,239 149,239 ------- -------- -------- Total .............................................................. 321,275 $321,275 $286,944 ======= ======== ========
(B) CASH AND CASH EQUIVALENTS For purposes of financial statement classification, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. (C) PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. When assets are placed in service, depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally seven years for wireless network assets and three years for information systems assets. Leasehold improvements are amortized over the lease term. The Company capitalizes interest on certain of its wireless network construction activities. Routine expenditures for repairs and maintenance are charged to expense as incurred. (D) FCC LICENSING COSTS Licensing costs are accounted for in accordance with industry standards and include the discounted present value of license fees as described in Note 5 and the direct costs incurred to obtain the licenses. For certain licenses, licensing costs also include capitalized interest on the related debt during the period of time necessary to build out the wireless network. The FCC grants licenses for terms of up to ten years, and generally grants renewals if the licensee has complied with its license obligations. The Company believes it will be able to F-10 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) secure renewal of its PCS licenses. Amortization of such license costs, which will begin for each geographic service area upon commencement of service, will be over a period of 40 years. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" in 1996. Adoption of the statement did not have a material effect on the Company's financial statements at the date of adoption. In accordance with the requirements of SFAS 121, the Company evaluates the propriety of the carrying amounts of its FCC licensing costs whenever current events or circumstances warrant such review to determine whether such assets are impaired. There have been no impairments through June 30, 1999. (E) DEFERRED CHARGES Debt issuance costs are deferred and amortized over the term of the related debt. Direct costs of two purchase business combinations which closed in January 1999 were deferred at December 31, 1998 and included as part of the total costs of the acquisitions. Direct costs incurred for an equity offering which closed in January 1999 were deferred and will be offset against the proceeds of the offering. Direct costs incurred for a proposed offering of senior discount notes were deferred and will be amortized over the term of the related debt. (F) INCOME TAXES Because the Predecessor Company was a nontaxable entity, operating results prior to January 7, 1999 were included in the income tax returns of its members. Therefore, the accompanying consolidated financial statements do not include any provision for income tax benefit for the years ended December 31, 1996, 1997 and 1998 or any deferred income taxes on any temporary differences in asset bases as of December 31, 1997 and 1998. As of January 7, 1999, the Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires the use of the asset and liability method in accounting for deferred taxes. (G) USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A significant estimate impacting the preparation of the consolidated financial statements is the estimated useful life of FCC licensing costs. Actual results could differ from those estimates. (H) RECENTLY ISSUED ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information ("FAS 131"). FAS 131 requires that a public business enterprise report financial and descriptive information about its reportable operating segments. The statement defines operating segments as components of enterprises about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company adopted SFAS 131 and determined that there are no separate reportable segments, as defined by the standard. F-11 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FAS 133"). FAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. FAS 133 will significantly change the accounting treatment of derivative instruments and, depending upon the underlying risk management strategy, these accounting changes could affect future earnings, assets, liabilities, and shareholders' equity. The Company is closely monitoring the deliberations of the FASB's derivative implementation task force. With the issuance of Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133, which delayed the effective date of FAS 133, the Company will be required to adopt FAS 133 on January 1, 2001. Presently, the Company has not yet quantified the impact that the adoption will have on its consolidated financial statements. (I) INTERIM FINANCIAL STATEMENTS The unaudited condensed consolidated financial statements of the Company as of June 30, 1999 and for the six-month periods ended June 30, 1998 and 1999 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated interim financial statements include all adjustments, consisting of normal recurring items, necessary to fairly present the results of operations, financial position and cash flows for the periods presented. The results of operations for an interim period are not necessarily indicative of the results of operations that may be expected for the complete fiscal year. (2) LIQUIDITY As reflected in the accompanying consolidated financial statements, the Company is a development stage company because it has not yet commenced commercial PCS operations. The Company is expected to incur significant expenses in advance of generating revenues and to realize significant operating losses in its initial stages of operations. The buildout of the Company's PCS network and the marketing and distribution of the Company's PCS products and services will require substantial equity and/or debt and there can be no assurance that the Company will be able to raise sufficient capital for such purposes. The planned high level of indebtedness could have a material adverse effect on the Company, including the effect of such indebtedness on: (i) the Company's ability to fund internally, or obtain additional debt or equity financing in the future for capital expenditures, working capital, debt service requirements, operating losses, acquisitions and other purposes; (ii) the Company's ability to dedicate funds for the wireless network buildout, operations or other purposes, due to the need to dedicate a substantial portion of operating cash flow to fund interest payments; (iii) the Company's flexibility in planning for, or reacting to, changes in its business and market conditions; (iv) the Company's ability to compete with less highly leveraged competitors; and (v) the Company's financial vulnerability in the event of a downturn in its business or the economy. F-12 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) As mentioned above, the Company entered into certain transactions in January 1999 to fund a significant portion of the planned operating losses and network buildout costs. Management of the Company believes that those transactions will provide adequate funding for the planned expenditures in the initial operations and buildout of the network. During May 1999, the Company obtained high yield debt in amounts necessary to cover additional planned cash needs. There can be no assurance that such funds will be adequate to complete the buildout of the Company's PCS network. Under those circumstances, the Company could be required to change its plans relating to the buildout of the network. (3) RESTRICTED CASH On March 31, 1999, the Company entered into a deposit agreement with Toronto Dominion (Texas), Inc., as administrative agent, on behalf of the depository bank and the banks and other financial institutions who are a party to the bank facility described in Note 20. Under the terms of the agreement, the Company has placed on deposit $7,957,000 at June 30, 1999 with the depository bank, which will be used for the payment of interest and/or commitment fees due under the bank facility. (4) PROPERTY AND EQUIPMENT Major categories of property and equipment are as follows:
DECEMBER 31, ---------------------- JUNE 30, 1997 1998 1999 --------- ---------- ------------ (UNAUDITED) (DOLLARS IN THOUSANDS) Furniture and fixtures ....................... $17 1,779 3,695 Network construction and development ......... -- 11,416 45,117 Leasehold improvements ....................... -- 728 3,676 ---- ------ ------ 17 13,923 52,488 Less accumulated depreciation ................ (4) (107) (782) Deposits on equipment ........................ -- -- 8,980 ----- ------ ------ $13 13,816 60,686 ===== ====== ======
(5) FCC LICENSING COSTS The Predecessor Company bid successfully for C-Block licenses with an aggregate license fee of $70,989,000 (such amount is net of a 25% small business discount) and such licenses were granted to the Predecessor Company during 1996. The Predecessor Company also bid successfully for D-, E- and F-Block licenses with an aggregate license fee of $35,727,000 (such amount is net of a 25% small business discount) and such licenses were granted to the Predecessor Company during 1997. The FCC provided below market rate financing for a portion of the bid price of the C- and F-Block licenses. Based on the Company's estimates of borrowing costs for similar debt, the Company discounted the face amount of the debt to yield a market rate and such discount was applied to reduce the carrying amount of the licenses and the debt. Accordingly, the licenses acquired during the years ended December 31, 1996 and 1997 were recorded at $59,799,000 and $30,676,000, respectively. F-13 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) During the years ended December 31, 1996, 1997 and 1998, the Company capitalized interest of $3,358,000, $7,214,000 and $10,519,000, respectively, relating to FCC debt. During the years ended December 31, 1996 and 1997, the Company incurred direct costs of $72,000 and $6,000, respectively, to obtain the licenses. The Company did not incur any costs to obtain licenses during 1998. During July 1998, the Company took advantage of a reconsideration order by the FCC allowing companies holding C-Block PCS licenses several options to restructure their license holdings and associated obligations. The Company elected the disaggregation option and returned one-half of the broadcast spectrum originally acquired for each of the C-Block license areas. As a result, the Company reduced the carrying amount of the related licenses by one-half, or $35,442,000, and reduced the discounted debt and accrued interest due to the FCC by $33,028,000. As a result of the disaggregation election, the Company recognized an extraordinary loss of approximately $2,414,000. As mentioned above and in Note 19, AT&T Wireless contributed certain A- and B-Block PCS licenses to the Company on January 7, 1999 as part of a purchase business combination. The Company recorded such licenses at their aggregate appraised value of $97,880,000 plus $635,000 related allocated costs of the acquisition. Also, in the acquisition of Central Alabama Partnership, LP 132, the Company acquired licenses with an estimated fair value of $9,284,000, exclusive of $6,072,000 of debt to the FCC. Additionally, in connection with the transactions which the Company closed on January 7, 1999, licenses with a carrying amount, including capitalized interest and costs, totaling $21,874,000 were retained by the Predecessor Company (see Note 14). The assets and liabilities retained by the Predecessor Company have been reflected in these financial statements as a distribution to the Predecessor Company. Each of the Company's licenses is subject to an FCC requirement that the Company construct wireless network facilities offering coverage to certain percentages of the population within certain time periods following the grant of such licenses. Failure to comply with these requirements could result in the revocation of the related licenses or the imposition of fines on the Company by the FCC. (6) NOTE RECEIVABLE On March 1, 1999, the Company entered into agreements with AT&T Wireless, Lafayette Communications Company L.L.C. ("Lafayette") and ABC Wireless L.L.C. ("ABC") whereby the Company, AT&T Wireless and Lafayette would lend $29,500,000 to ABC to fund its participation in the re-auction of FCC licenses that were returned to the FCC by various companies under the July 1998 reconsideration order. The Company's portion of this loan was $7,500,000 and was recorded as a note receivable at June 30, 1999. Subsequent to closing of the agreements, ABC was the successful bidder for licenses covering the Tritel markets with an aggregate purchase price of $7,789,000. The Company has agreed to purchase these licenses for $7,789,000 and expects to consummate that purchase during 1999. Under the agreement, it will apply its $7,500,000 loan, together with additional cash of $289,000, to pay the purchase price. If the licenses are not purchased by March 1, 2004, the note will mature on that date. The note accrues interest at 16% per year. There are no required payments of principal or interest on the note until maturity. The note is secured by all assets of ABC, including, if permitted by the FCC, the FCC licenses awarded in the re-auction, and ranks pari passu with the notes to AT&T Wireless and Lafayette. F-14 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (7) NOTES PAYABLE At December 31, 1997, the Company had $5,000,000 payable under a $15,000,000 loan agreement with a supplier. During 1998, this loan agreement was increased to $28,500,000 and was replaced by a loan agreement with a different supplier. The outstanding loan balance at December 31, 1998 was $22,100,000. The loan agreement was secured by a pledge of the membership equity interests of certain members of Predecessor Company management and the interest rate was 9%. Amounts outstanding under this loan agreement were repaid in January 1999 when certain private investors invested cash in the Company in exchange for convertible preferred stock. At December 31, 1998, the Predecessor Company has available a $1,000,000 line of credit with a commercial bank, expiring July 27, 1999 bearing interest at the bank's prime rate of interest plus 1% at December 31, 1998. The amount outstanding on the line of credit was $305,000 at December 31, 1998. This line of credit relates specifically to licenses that were retained by the Predecessor Company (see Note 14) and therefore the line was retained by the Predecessor Company. (8) FCC DEBT The FCC provided below market rate financing for 90% of the bid price of the C-Block PCS licenses and 80% of the bid price of the F-Block PCS licenses. Such FCC debt is secured by all of the Company's rights and interest in the licenses financed. The debt incurred in September 1996 by the Company for the purchase of the C-Block PCS licenses totaled $63,890,000 (undiscounted). The debt bears interest at 7%; however, based on the Company's estimate of borrowing costs for similar debt, a rate of 10% was used to determine the debt's discounted present value of $52,700,000. As discussed in Note 5, the Company elected to disaggregate and return one-half of the broadcast spectrum of the C-block licenses. The FCC permitted such spectrum to be returned effective as of the original purchase. As a result, the Company reduced the discounted debt due to the FCC for such licenses by $27,410,000. F-Block licenses were granted in August and November of 1997. The debt incurred by the Company for the purchase of such licenses totaled $15,492,000 (undiscounted) in August 1997 and $12,675,000 (undiscounted) in November 1997. The debt bears interest at 6.125%, however; based on the Company's estimate of borrowing costs for similar debt, a rate of 10% was used to determine the debt's discounted present value of $12,700,000 and $10,416,000 respectively. In the acquisition of Central Alabama Partnership, LP 132 on January 7, 1999, the Company assumed debt of $6,072,000 payable to the FCC for the licenses acquired. Additionally, as described in Notes 5 and 14, certain licenses and the related FCC debt for those licenses were retained by the Predecessor Company. The discounted carrying amount of the debt for the licenses retained by the Predecessor Company was $15,889,000. As of December 31, 1998 and June 30, 1999, the following is a schedule of future minimum principal payments of the Company's FCC debt due within five years and thereafter: F-15 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.)
DECEMBER 31, 1998 JUNE 30, 1999 ------------------------ ----------------------- (DOLLARS IN THOUSANDS) (UNAUDITED) (DOLLARS IN THOUSANDS) December 31, 1999 ............ $ -- June 30, 2000 .......... $ 443 December 31, 2000 ............ 2,494 June 30, 2001 .......... 974 December 31, 2001 ............ 2,975 June 30, 2002 .......... 1,035 December 31, 2002 ............ 3,162 June 30, 2003 .......... 5,296 December 31, 2003 ............ 10,535 June 30, 2004 .......... 10,010 Thereafter ................... 40,946 Thereafter ............. 29,717 -------- -------- 60,112 47,475 Less unamortized discount (8,513) (6,045) -------- -------- Total ....................... $ 51,599 $ 41,430 ======== ========
All the scheduled interest payments on the FCC debt were suspended for the period from January 1997 through March 1998 by the FCC. Payments of such suspended interest resumed in July 1998 with the total suspended interest due in eight quarterly payments. Interest accruing after March 1998 (the date interest resumed after the interest suspension) on all FCC debt is required to be paid in quarterly payments with the first payment due in July 1998. As of June 30, 1999, the Company's suspended interest will be due in quarterly payments of $135,000 through April 30, 2000. The Company is required to make quarterly principal and interest payments on the FCC debt as follows:
QUARTERLY PAYMENTS PAYMENTS PAYMENT BEGIN END AMOUNT -------------- --------------- ----------------------- (UNAUDITED) (DOLLARS IN THOUSANDS) C Block licenses ............................. January 2003 October 2006 $2,306 F Block licenses issued in August 1997 ....... January 2000 October 2007 340 F Block licenses issued in November 1997 ..... April 2000 December 2007 36 Licenses acquired with Central Alabama acquisition ................................ January 2003 October 2006 438
(9) NOTE PAYABLE TO RELATED PARTIES In March 1997, the Predecessor Company entered into a loan agreement for a $5,700,000 long-term note payable to Southern Farm Bureau Life Insurance Company ("SFBLIC"). SFBLIC is a member of Mercury Southern, LLC, which was a member of the Predecessor Company, and subsequently became an investor in the Company. This note was secured by a pledge of the membership equity interests of certain members of Predecessor Company management and interest accrued annually at 10% on the anniversary date of the note. At December 31, 1998, the balance of the note was $6,270,000 as a result of the capitalization of the first year's interest. The indebtedness under the note was convertible into equity at the face amount at any time at the option of SFBLIC, subject to FCC equity ownership limitations applicable to entrepreneurial block license holders. The Predecessor Company and SFBLIC subsequently negotiated a revised arrangement under which the amount due of $6,270,000 plus accrued interest of $476,000 was not F-16 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) paid but instead was converted into $8,976,000 of members' equity in the Predecessor Company on January 7, 1999. The $2,230,000 preferred return to the investor was accounted for as a financing cost during the period ended June 30, 1999. The interest accrued at the contractual rate was capitalized during the accrual period. Subsequent to the conversion of debt into members' equity and as described in Note 1(a), the Predecessor Company transferred certain assets and liabilities to Tritel in exchange for preferred stock in Tritel. (10) STOCKHOLDERS' EQUITY The Predecessor Company was organized as a limited liability corporation (LLC) and as such had no outstanding stock. Owners (members) actually held a membership interest in the LLC. As a result, the investment of those members in the Predecessor Company is reflected as contributed capital -- Predecessor Company in the accompanying balance sheet. On January 7, 1999, the Company issued stock to the Predecessor Company as well as other parties as described herein. PREFERRED STOCK Following is a summary of the preferred stock of the Company: 1,500,000 shares of authorized preferred stock, par value $.01 per share (the "Preferred Stock"), 1,100,000 of which have been designated as follows: o 200,000 shares designated "Series A Convertible Preferred Stock" (the "Series A Preferred Stock"), 10% redeemable convertible, $1,000 stated and liquidation value (See Note 22); o 300,000 shares designated "Series B Preferred Stock" (the "Series B Preferred Stock"), 10% cumulative, $1,000 stated and liquidation value (See Note 22); o 500,000 shares designated "Series C Convertible Preferred Stock" (the "Series C Preferred Stock"), 6.5% cumulative convertible, $1,000 stated and liquidation value; and o 100,000 shares designated "Series D Convertible Preferred Stock" (the "Series D Preferred Stock"), 6.5% cumulative convertible, $1,000 stated and liquidation value. Series C Preferred Stock The Series C Preferred Stock (1) ranks junior to the Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights and rights on liquidation, dissolution or winding up, (2) ranks junior to the Series D Preferred Stock with respect to rights on a statutory liquidation, (3) ranks on a parity basis with the Series D Preferred Stock with respect to rights on liquidation, dissolution or winding up, except a statutory liquidation, (4) ranks on a parity basis with Series D Preferred Stock and Common Stock with respect to dividend rights, and (5) ranks senior to the Common Stock and any other series or class of the Company's common or preferred stock, now or hereafter authorized, other than Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock, with respect to rights on liquidation, dissolution and winding up. The holders of Series C Preferred Stock are entitled to dividends in cash or property when, as and if declared by the Board of Directors of Tritel. Upon any liquidation, dissolution or winding up of Tritel, the holders of Series C Preferred Stock are entitled to receive, after payment to any stock ranking senior to the Series C Preferred Stock, a liquidation preference equal to (1) the quotient of the aggregate paid-in-capital of all Series C Preferred Stock held by a stockholder F-17 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) divided by the total number of shares of Series C Preferred Stock held by that stockholder plus (2) declared but unpaid dividends on the Series C Preferred Stock, if any, plus (3) an amount equal to interest on the invested amount at the rate of 61/2% per annum, compounded quarterly. The holders of the Series C Preferred Stock have the right at any time to convert each share of Series C Preferred Stock, and upon an initial public offering meeting certain conditions (the "IPO Date"), each share of Series C Preferred Stock will automatically convert, into shares of Class A Common Stock of and, under certain circumstances, Class D Common Stock. The number of shares the holder will receive upon conversion will be determined by dividing the aforementioned liquidation preference by the conversion price in effect at the time of conversion. The conversion price currently in effect is $1,000. On all matters to be submitted to the stockholders of Tritel, the holders of Series C Preferred Stock shall have the right to vote on an as-converted basis as a single class with the holders of the Common Stock. Additionally, the affirmative vote of the holders of a majority of the Series C Preferred Stock is required to approve certain matters. The Series C Preferred Stock is not redeemable. The Company issued 18,262 shares of Series C Preferred Stock with a stated value of $18,262,000 to the Predecessor Company on January 7, 1999 in exchange for certain of its assets, liabilities and continuing operations. The stock was recorded at the historical cost of the assets and liabilities acquired from the Predecessor Company since, for accounting purposes, this transaction was accounted for as a reorganization of the Predecessor Company into a C corporation and a name change to Tritel. The Company also issued 14,130 shares of Series C Preferred Stock with a stated value of $14,130,000 to the Predecessor Company on January 7, 1999 in exchange for cash of $14,130,000. In the same transaction, the Company also issued 149,239 shares of Series C Preferred Stock with a stated value of $149,239,000 to investors on January 7, 1999 in exchange for cash and subscriptions receivable. The stock was recorded at its stated value and the costs associated with this transaction have been offset against equity. Additionally, the Company issued 2,602 shares of Series C Preferred Stock with a stated value of $2,602,000 to Central Alabama Partnership, LP 132 on January 7, 1999 in exchange for its net assets. The stock was recorded at its stated value and the assets and liabilities were recorded at estimated fair values. Series D Preferred Stock The Series D Preferred Stock (1) ranks junior to the Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights and rights on liquidation, dissolution or winding up, (2) ranks senior to the Series C Preferred Stock with respect to rights on a statutory liquidation, (3) ranks on a parity basis with Series C Preferred Stock with respect to rights on liquidation, dissolution and winding up, except a statutory liquidation, (4) ranks on a parity basis with Series C Preferred Stock and Common Stock with respect to dividend rights, and (5) ranks senior to the Common Stock and any other series or class of Tritel's common or preferred stock, now or hereafter authorized, other than Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, with respect to rights on liquidation, dissolution and winding up. Subject to the preceding sentence , the Series D Preferred Stock is identical in all respects to the Series C Preferred Stock, except: o the Series D Preferred Stock is convertible into an equivalent number of shares of Series C Preferred Stock at any time; F-18 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) o the liquidation preference for Series D Preferred Stock equals $1,000 per share plus declared but unpaid dividends plus an amount equal to interest on $1,000 at the rate of 61/2% per annum, compounded quarterly, from the date of issuance of such share to and including the date of the payment: o the holders of Series D Preferred Stock do not have any voting rights, other than those required by law or in certain circumstances; and o shares of Series D Preferred Stock are not automatically convertible upon an initial public offering of the Company's stock, but will be renamed as "Senior Common Stock" on such date. The Company issued 46,374 shares of Series D Preferred Stock with a stated value of $46,374,000 to AT&T Wireless on January 7, 1999. The stock was recorded at its stated value and a discount was recorded for the excess of the stated value of the stock over the fair value of assets, net of deferred income taxes, received from AT&T Wireless. COMMON STOCK Following is a summary of the common stock of the Company: 3,040,009 shares of common stock, par value $.01 per share (the "Common Stock"), which have been designated as follows: o 1,500,000 shares designated "Class A Voting Common Stock" (the "Class A Common Stock"), o 1,500,000 shares designated "Class B Non-Voting Common Stock" (the "Class B Common Stock"), o 10,000 shares designated "Class C Common Stock" (the "Class C Common Stock"), o 30,000 shares designated "Class D Common Stock" (the "Class D Common Stock") and o 9 shares designated "Voting Preference Common Stock" (the "Voting Preference Common Stock") The Common Stock of Tritel is divided into two groups, the "Non-Tracked Common Stock," which is comprised of the Class A Common Stock, the Class B Common Stock and the Voting Preference Common Stock, and the "Tracked Common Stock," which is comprised of the Class C Common Stock and Class D Common Stock. Each share of Common Stock is identical, and entitles the holder thereof to the same rights, powers and privileges of stockholders under Delaware law, except: o dividends on the Tracked Common Stock track the assets and liabilities of Tritel C/F Holding Corp., a subsidiary of Tritel; o rights on liquidation, dissolution or winding up of Tritel of the Tracked Common Stock track the assets and liabilities of Tritel C/F Holding Corp.; o the Class A Common Stock, together with the Series C Preferred Stock, has 4,990,000 votes, the Class B Common Stock has no votes, the Class C Common Stock has no votes, the Class D Common Stock has no votes and the Voting Preference Common Stock has 5,010,000 votes, except that in any matter requiring a separate class vote of any class of Common Stock or a separate vote of two or more classes of Common Stock voting together as a single class, for the purposes of such a class vote, each share of Common Stock of such classes will be entitled to one vote per share; o in the event the FCC indicates that the Class A Common Stock and the Voting Preference Stock (1) may be voted as a single class on all matters, (2) may be treated as a single class F-19 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) for all quorum requirements and (3) may have one vote per share, then, absent action by the Board of Directors and upon an affirmative vote of 662/3% or more of the Class A Common Stock, Tritel must seek consent from the FCC to permit the Class A Common Stock and the Voting Preference Common Stock to vote and act as a single class in the manner described above; o the holders of shares of Class B Common Stock shall be entitled to vote as a separate class on any amendment, repeal or modification of any provision of the restated certificate of Incorporation that adversely affects the powers, preferences or special rights of the holders of the Class B Common Stock; o each share of Class B Common Stock may be converted, at any time at the holder's option, into one share of Class A Common Stock; o each share of Class A Common Stock may be converted, at any time at the holder's option, into one share of Class B Common Stock; and o in the event the FCC indicates that it will permit the conversion of Tracked Common Stock into either Class A Common Stock or Class B Common Stock, then, absent action by the Board of Directors and upon an affirmative vote of 66 2/3% or more of the Class A Common Stock, such conversion will be allowed by Tritel at the option of the holders of the Tracked Common Stock. On January 7, 1999, the Company issued 35,519 shares of Class A Common Stock, 5,177 shares of Class C Common Stock and 9 shares of Voting Preference Common Stock to certain members of management of the Company. Management has determined the stock to have a nominal value; therefore, no amounts have been assigned to common stock in the accompanying balance sheet and no amounts have been amortized into compensation expense for such shares. (11) INCOME TAXES On January 7, 1999 the Company recorded a deferred tax liability of $34,100,000 primarily related to the difference in asset bases on the assets acquired from AT&T Wireless. Because the Predecessor Company was a nontaxable entity, the results presented below relate solely to the six-month period ended June 30, 1999. Components of income tax benefit for the six-month period ended June 30, 1999 are as follows:
SIX MONTHS ENDED JUNE 30, 1999 ------------------------------------ CURRENT DEFERRED TOTAL --------- ---------- ----------- (UNAUDITED) (DOLLARS IN THOUSANDS) Federal ............. $-- (5,234) (5,234) State ............... -- (802) (802) --- ------ ------ $-- (6,036) (6,036) === ====== ======
F-20 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) Actual tax expense differs from the "expected" tax benefit using the federal corporate rate of 35% as follows:
JUNE 30, 1999 ----------------------- (UNAUDITED) (DOLLARS IN THOUSANDS) Computed "expected" tax benefit ................................ $ (6,396) Reduction (increase) resulting from: State income taxes, net of federal income tax benefit ......... (594) Nontaxable loss of Predecessor Company ........................ 954 --------- $ (6,036) =========
The tax effects of temporary differences that give rise to significant portions of the deferred tax liability at June 30, 1999 are as follows:
JUNE 30, 1999 ----------------------- (UNAUDITED) (DOLLARS IN THOUSANDS) Deferred tax assets: Net operating loss carryforward .................................. $ 4,138 Tax basis of capitalized start-up costs in excess of book basis .. 12,206 Discount accretion in excess of tax basis ........................ 1,306 ------- Total gross deferred tax assets ................................ 17,650 ------- Deferred tax liabilities: Intangible assets book basis in excess of tax basis .............. 15,122 FCC licenses book basis in excess of tax basis ................... 20,212 Capitalized interest book basis in excess of tax basis ........... 7,694 Discount accretion book basis in excess of tax basis ............. 2,309 Other ............................................................ 377 ------- Total gross deferred tax liabilities ........................... 45,714 ------- Net deferred tax liability ..................................... $28,064 =======
At June 30, 1999, the Company has net operating loss carryforwards for federal income tax purposes of $10,277,000 which are available to offset future federal taxable income, if any, through 2019. There was no valuation allowance for the gross deferred tax asset at June 30, 1999, principally due to the existence of a deferred tax liability which was recorded upon the closing of the AT&T Wireless transaction on January 7, 1999. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considered the scheduled reversal of deferred tax liabilities in making this assessment. Based upon anticipated future taxable income over the periods in which the deferred tax assets are realizable, management believes it is more likely than not the Company will realize the benefits of these deferred tax assets. F-21 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (12) FAIR VALUE OF FINANCIAL INSTRUMENTS The following disclosure of the estimated fair value of financial instruments is made pursuant to Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments." Fair value estimates are subject to inherent limitations. Estimates of fair value are made at a specific point in time, based on relevant market information and information about the financial instrument. The estimated fair values of financial instruments are not necessarily indicative of amounts the Company might realize in actual market transactions. Estimates of fair value are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Note receivable: The carrying amount of note receivable is believed to approximate fair value due to the imminent conversion of the principal amount as described in Note 6. Notes payable: The carrying amount of notes payable is believed to approximate fair value due to the current nature of the liabilities. Long-term debt: The carrying amount of long-term debt is believed to approximate fair value because such debt was discounted to reflect a market interest rate at inception and such discount is believed to be approximate for valuation of this debt. (13) RELATED PARTY TRANSACTIONS During 1995, the Predecessor Company had a notes payable agreement with Mercury Southern, LLC, a member of the Predecessor Company, whereby Mercury Southern, LLC loaned the Predecessor Company $3,000,000. During 1995, 1996 and 1997, the notes payable converted to members' equity at the face amount of the principal. As of December 31, 1997, this note was fully converted to members' equity. During 1996, the Predecessor Company had an agreement with Mercury Southern, LLC under which it paid a management fee to Mercury Southern, LLC. Management fees were $40,000 per month prior to the PCS auctions and, thereafter, were three cents per month for each person living in a market (Pops) for which the Company had purchased a PCS license. The population in each market was determined in accordance with ordinary estimates and methods used in the telecommunication industry. Total expenses under this management agreement for 1996 were $730,000. This management agreement terminated at the end of 1996. During 1997 and 1998, the Company reimbursed MSM, Inc. ("MSM"), a company owned by members of the Company's management, for actual expenses to cover the salaries and employee benefits of MSM employees who were providing services almost exclusively to the Company. The Company reimbursed MSM $1,312,000 and $3,709,000 for such expenses in 1997 and 1998, respectively. On January 7, 1999, after consummation of the transactions described herein, the employees of MSM who were providing services to the Company became employees of the Company. Further, MSM sometimes paid invoices on behalf of the Company for expenses directly attributable to the Company and was reimbursed from the Company for such expenditures. For expenses shared by both MSM and the Company, MSM paid the expenses and allocated a portion to the Company. The Company reimbursed MSM $144,000 in 1996, $248,000 in 1997 and $325,000 in 1998 for such costs incurred on the Company's behalf. F-22 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) During April 1997, the Company advanced $249,000 on behalf of MSM to repay a loan MSM had incurred from a third party. The balance due from MSM on this advance was $247,000 at December 31, 1997 and 1998 and at June 30, 1999. Also, Mercury Wireless Management, Inc. ("MWM"), a company owned by members of the Company's management, reimburses the Company for expenses relating to services performed by the Company's employees on behalf of MWM. Such amounts totaled $17,000 for 1997 and $11,000 for 1998 and were included in amounts due from affiliates at December 31, 1997 and 1998. The Company has also entered into various leases to co-locate its equipment on certain towers managed by MWM. In 1999, Tritel entered into a management agreement with Tritel Management, LLC, a company owned by members of the Company's management, under which Tritel Management, LLC is responsible for the design and construction of the network and operation of the Company, subject to the Company's control. The Company will pay Tritel Management, LLC a fee of $10,000 annually for five years under the terms of the agreement. On January 7, 1999, the Company entered into a secured promissory note agreement under which it agreed to lend up to $2,500,000 to the Predecessor Company. Interest on advances under the loan agreement is 10% per year. The interest will compound annually and interest and principal are due at maturity of the note. The note is secured by the Predecessor Company's ownership interest in the Company. Any proceeds from the sales of licenses by the Predecessor Company, net of the repayment of any FCC debt, are required to be applied to the note balance. If the note has not been repaid within five years, it will be repaid through a reduction of the Predecessor Company's interest in the Company based on a valuation of the Company's stock at that time. Additional related party transactions are described in note 9. (14) ASSETS AND LIABILITIES RETAINED BY PREDECESSOR COMPANY Certain assets and liabilities, with carrying amounts of $22,070,000 and $17,367,000, respectively, principally for certain FCC licenses and related FCC debt, which were retained by the Predecessor Company have been reflected in these financial statements as a distribution to the Predecessor Company. The Predecessor Company is holding such assets and liabilities but is not currently developing the PCS markets. Of the assets retained by the Predecessor Company, Tritel was granted an option to acquire certain PCS licenses for Series C Preferred Stock with a face value of approximately $3,000,000 and assumption of the related FCC debt of approximately $12,000,000. During May 1999, Tritel notified the Predecessor Company of its intent to exercise this option. Such licenses will be transferred to Tritel after approval by the FCC. Tritel has committed to grant an option to AT&T Wireless or its designee for the purchase of such licenses. (15) LEASES The Company leases office space, equipment, and co-location tower space under noncancelable operating leases. Expense under operating leases was $3,000 and $334,000 for 1997 and 1998, respectively and was $14,000 and $1,519,000 for the six month periods ended June 30, 1998 and 1999. Management expects that in the normal course of business these leases will be renewed or replaced by similar leases. The leases extend through 2008. F-23 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) Future minimum lease payments under these leases at December 31, 1998 are as follows:
(DOLLARS IN THOUSANDS) 1999 .................... $1,134 2000 .................... 864 2001 .................... 742 2002 .................... 708 2003 .................... 582 Thereafter .............. 135 ------ $4,165 ======
(16) COMMITMENTS AND CONTINGENCIES In December 1998, the Company entered into an acquisition agreement with an equipment vendor whereby the Company agreed to purchase a minimum of $300,000,000 of equipment, software and certain engineering services over a five-year period in connection with the construction of its wireless telecommunications network. The Company agreed that the equipment vendor would be the exclusive provider of such equipment during the term of the agreement. As part of this agreement, the vendor advanced $15,000,000 to the Company at the closing of the transactions described herein. The $15,000,000 deferred credit will be accounted for as a reduction in the cost of the equipment as the equipment is purchased. During November 1996, High Plains Wireless, L.P. filed a protest with the FCC against the Predecessor Company alleging, among other things, that through the use of trailing numbers (i.e., the last three digits) in its bids, the Predecessor Company was signaling market preferences and other information to other bidders in violation of FCC rules. While the FCC was investigating this specific claim, it issued all but nine of the D-, E- and F-Block licenses awarded to the Predecessor Company in the January 1997 auctions. Subsequently, the FCC issued the remaining nine licenses to the Predecessor Company in November 1997 and assessed the Predecessor Company a $650,000 fine for apparent violations of FCC bidding rules in connection with the Predecessor Company's bidding practices. In August 1998, the FCC rescinded the $650,000 fine, finding that its rules were not sufficiently clear as to be enforceable against the Company. The United States Department of Justice ("DOJ") conducted an investigation of the Predecessor Company and numerous other parties relating to this same matter. While a suit was filed against the Predecessor Company in November 1998 by the DOJ, the suit was simultaneously settled pursuant to a consent decree that imposed no penalties and made no finding of wrongdoing. The Predecessor Company and certain members of the Company's management are defendants in a lawsuit in which the plaintiffs allege that a member of the Company's management knew confidential information about one of the plaintiffs and that the Predecessor Company conspired to use the information in the D-, E- and F-Block auctions in violation of pre-existing contractual arrangements between the management member and one of the plaintiffs. The suit seeks actual and punitive damages and seeks to convey the F-Block licenses for Lubbock, Texas to the plaintiffs. Management believes this case is without merit and intends to vigorously defend the case. Additionally, the Predecessor Company, certain members of the Company's management and several companies related through common ownership are defendants in a lawsuit in which the plaintiff has claimed wrongful termination of employment, breach of contract, usurpation of corporate opportunities, breach of fiduciary duties and other matters. The suit seeks unspecified F-24 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) actual and punitive damages plus attorneys' fees and court costs. Further, the plaintiff seeks 5% of the portion of stock (equity) and FCC licenses of the Predecessor Company owned by certain members of the Company's management. Management is vigorously defending all claims in the suit and believes that the Company's business prospects are not materially affected by this matter and that adverse resolution of this matter would not have a material adverse effect on the Company. (17) SENIOR SUBORDINATED DISCOUNT NOTES On May 11, 1999, Tritel PCS, Inc. ("Tritel PCS"), a wholly-owned subsidiary of the Company, issued unsecured senior subordinated discount notes with a principal amount at maturity of $372,000,000. Such notes were issued at a discount from their principal amount at maturity for proceeds of $200.2 million. No interest will be paid or accrued on the notes prior to May 15, 2004. Thereafter, Tritel PCS will be required to pay interest semiannually at 123/4% per annum beginning on November 15, 2004 until maturity of the notes on May 15, 2009. The notes are fully unconditionally guaranteed on a joint and several basis by the Company and by Tritel Communications, Inc. and Tritel Finance, Inc., both of which are wholly-owned subsidiaries of Tritel PCS. The notes are subordinated in right of payment to amounts outstanding under the Company's $550 million senior bank facility ("Bank Facility") and to any future subordinated indebtedness of Tritel PCS or the guarantors. Tritel PCS entered into a registration rights agreement with the initial purchasers of the notes whereby Tritel PCS agreed to file a registration statement with the SEC to register the notes within 60 days after the issue date of the notes. The indenture governing the notes limit, among other things, the Company's ability to incur additional indebtedness, pay dividends, sell or exchange assets, repurchase its stock, or make investments. The following condensed consolidating financial statements as of and for the six-month period ended June 30, 1999 are presented for Tritel, Tritel PCS, those subsidiaries of Tritel PCS who serve as guarantors and those subsidiaries who do not serve as guarantors of the senior subordinated discount notes. F-25 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 1999
TRITEL GUARANTOR TRITEL, INC. PCS, INC. SUBSIDIARIES -------------- ----------- -------------- (AMOUNTS IN THOUSANDS) Current assets: Cash and cash equivalents ..................... $ 0 388,526 4,575 Other current assets .......................... 1,324 21 1,286 Intercompany receivables ...................... 695 75,071 5,401 -------- ------- ----- Total current assets ......................... 2,019 463,618 11,262 Restricted cash ................................ 0 5,161 0 Property and equipment, net .................... 0 0 60,686 Licenses and other intangibles ................. 38,857 0 0 Deferred charges ............................... 0 29,938 0 Notes receivable ............................... 0 7,500 50 Investment in subsidiaries ..................... 175,655 92,369 0 Other long-term assets ......................... 0 228 0 -------- ------- ------ Total assets ................................. $216,531 598,814 71,998 ======== ======= ====== Current liabilities: Accounts payable, accrued expenses and other current liabilities .................... $ 0 1,103 5,183 Intercompany payables ......................... 823 3,390 75,071 -------- ------- ------ Total current liabilities .................... 823 4,493 80,254 Non-current liabilities: Long-term debt ................................ 0 403,656 0 Accrued interest and dividends payable ........ 4,347 0 0 Deferred credit ............................... 0 15,000 0 Deferred income taxes ......................... 14,158 10 (5,504) -------- ------- ------ Total liabilities ............................ 19,328 423,159 74,750 -------- ------- ------ Series A redeemable convertible preferred stock ......................................... 69,109 0 0 -------- ------- ------ Stockholders' equity ........................... 128,094 175,655 (2,752) -------- ------- ------ Total liabilities and equity ................. $216,531 598,814 71,998 ======== ======= ====== NON-GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------------- -------------- ------------- (AMOUNTS IN THOUSANDS) Current assets: Cash and cash equivalents ..................... 0 0 393,101 Other current assets .......................... 0 0 2,631 Intercompany receivables ...................... 0 (81,167) 0 - ------- ------- Total current assets ......................... 0 (81,167) 395,732 Restricted cash ................................ 0 0 5,161 Property and equipment, net .................... 0 0 60,686 Licenses and other intangibles ................. 158,893 0 197,750 Deferred charges ............................... 0 0 29,938 Notes receivable ............................... 0 0 7,550 Investment in subsidiaries ..................... 0 (268,024) 0 Other long-term assets ......................... 0 0 228 ------- -------- ------- Total assets ................................. 158,893 (349,191) 697,045 ======= ======== ======= Current liabilities: Accounts payable, accrued expenses and other current liabilities .................... 1,502 0 7,788 Intercompany payables ......................... 1,883 (81,167) 0 ------- -------- ------- Total current liabilities .................... 3,385 (81,167) 7,788 Non-current liabilities: Long-term debt ................................ 40,987 0 444,643 Accrued interest and dividends payable ........ 0 0 4,347 Deferred credit ............................... 0 0 15,000 Deferred income taxes ......................... 19,400 0 28,064 ------- -------- ------- Total liabilities ............................ 63,772 (81,167) 499,842 ------- -------- ------- Series A redeemable convertible preferred stock ......................................... 0 0 69,109 ------- -------- ------- Stockholders' equity ........................... 95,121 (268,024) 128,094 ------- -------- ------- Total liabilities and equity ................. 158,893 (349,191) 697,045 ======= ======== =======
F-26 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX-MONTHS ENDED JUNE 30, 1999
TRITEL GUARANTOR TRITEL, INC. PCS, INC. SUBSIDIARIES -------------- ----------- -------------- (AMOUNTS IN THOUSANDS) Revenues ................................... $ 0 0 0 -------- - - Operating expenses: Plant expenses ............................ 0 0 3,946 General and administrative ................ 2 44 7,156 Sales and marketing ....................... 0 0 2,724 Depreciation and amortization ............. 1,753 0 645 -------- -- ----- 1,755 44 14,471 -------- -- ------ Operating loss ............................. (1,755) (44) (14,471) Interest income ............................ 77 5,174 81 Financing cost ............................. 0 0 (2,230) Interest expense ........................... 0 (5,104) 0 -------- ------ ------- Income (loss) before income taxes ......... (1,678) 26 (16,620) Income tax benefit (expenses) .............. 542 (10) 5,504 -------- ------ ------- Net income (loss) .......................... $ (1,136) 16 (11,116) ======== ====== ======= NON-GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------------- -------------- ------------- (AMOUNTS IN THOUSANDS) Revenues ................................... 0 0 0 - ---- - Operating expenses: Plant expenses ............................ 0 0 3,946 General and administrative ................ 2 0 7,204 Sales and marketing ....................... 0 0 2,724 Depreciation and amortization ............. 0 0 2,398 - ---- ----- 2 0 16,272 - ---- ------ Operating loss ............................. (2) 0 (16,272) Interest income ............................ 0 0 5,332 Financing cost ............................. 0 0 (2,230) Interest expense ........................... 0 0 (5,104) --- ---- ------- Income (loss) before income taxes ......... (2) 0 (18,274) Income tax benefit (expenses) .............. 0 0 6,036 --- ---- ------- Net income (loss) .......................... (2) 0 (12,238) ==== ==== =======
F-27 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX-MONTHS ENDED JUNE 30, 1999
TRITEL GUARANTOR TRITEL, INC. PCS, INC. SUBSIDIARIES -------------- ----------- -------------- (AMOUNTS IN THOUSANDS) Net cash provided by (used in) operating activities ........................................ $ (94) 880 (14,946) ---------- --- ------- Cash flows from investing activities: Capital expenditures .............................. 0 0 (44,687) Purchase of a trademark ........................... (325) 0 0 Advance under notes receivable .................... 0 (7,500) (50) Investment in subsidiaries ........................ (69,386) 69,386 0 Capitalized interest on debt used to obtain licenses ......................................... 0 0 0 Capitalized interest on network construction....... 0 0 (4,271) ---------- ------ ------- Net cash provided by (used in) investing activities ........................................ (69,711) 61,886 (49,008) ---------- ------ ------- Cash flows from financing activities: Proceeds from long term debt ...................... 0 200,000 0 Proceeds from senior subordinated debt ............ 0 200,240 0 Repayments of notes payable ....................... (22,100) 0 0 Payment of debt issuance costs & other deferred charges ................................. (22,198) (14,275) 0 Intercompany receivable/payable ................... 480 (70,044) 67,683 Proceeds from vendor discount ..................... 0 15,000 0 Issuance of preferred stock ....................... 113,623 0 0 ---------- ------- ------- Net cash provided by financing activities .......... 69,805 330,921 67,683 ---------- ------- ------- Net increase (decrease) in restricted cash, cash and cash equivalents .............................. 0 393,687 3,729 Restricted cash, cash and cash equivalents at beginning of period ............................... 0 0 846 ---------- ------- ------- Restricted cash, cash and cash equivalents at end of period ..................................... $ 0 393,687 4,575 ========== ======= ======= NON-GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------------- -------------- ------------- (AMOUNTS IN THOUSANDS) Net cash provided by (used in) operating activities ........................................ (256) 0 (14,416) ---- ----- ------- Cash flows from investing activities: Capital expenditures .............................. 0 0 (44,687) Purchase of a trademark ........................... 0 0 (325) Advance under notes receivable .................... 0 0 (7,550) Investment in subsidiaries ........................ 0 0 0 Capitalized interest on debt used to obtain licenses ......................................... (1,625) 0 (1,625) Capitalized interest on network construction....... 0 0 (4,271) ------ ----- ------- Net cash provided by (used in) investing activities ........................................ (1,625) 0 (58,458) ------ ----- ------- Cash flows from financing activities: Proceeds from long term debt ...................... 0 0 200,000 Proceeds from senior subordinated debt ............ 0 0 200,240 Repayments of notes payable ....................... 0 0 (22,100) Payment of debt issuance costs & other deferred charges ................................. 0 0 (36,473) Intercompany receivable/payable ................... 1,881 0 0 Proceeds from vendor discount ..................... 0 0 15,000 Issuance of preferred stock ....................... 0 0 113,623 ------ ----- ------- Net cash provided by financing activities .......... 1,881 0 470,290 ------ ----- ------- Net increase (decrease) in restricted cash, cash and cash equivalents .............................. 0 0 397,416 Restricted cash, cash and cash equivalents at beginning of period ............................... 0 0 846 ------ ----- ------- Restricted cash, cash and cash equivalents at end of period ..................................... 0 0 398,262 ====== ===== =======
The condensed combining financial statements for 1998 of Tritel, Inc. and the Predecessor Companies have been provided below to comply with the current requirement to show consolidating data for guarantors and non-guarantors for all periods presented. While Tritel, Inc. and its subsidiaries were formed during 1998, their only activities in 1998 were the acquisition of property and equipment approximating $1.5 million and losses totaling $32,000. The assets of the Predecessor Companies and the assets acquired from AT&T Wireless and Central Alabama were placed in Tritel, Inc. and its subsidiaries during 1999. Therefore, the following statements do not correspond with the current corporate structure and do not show data by guarantor and non-guarantor relationship to the senior subordinated discount notes. F-28 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) COMBINING BALANCE SHEET AS OF DECEMBER 31, 1998
PREDECESSOR COMPANIES TRITEL ELIMINATIONS COMBINED ------------ -------- -------------- ------------ ASSETS Current assets: Cash and cash equivalents .................................... $ 845 1 -- 846 Due from affiliates .......................................... 1,817 -- (1,576) 241 Other current assets ......................................... 719 -- -- 719 --------- -- ------ --- Total current assets .................................... 3,381 1 (1,576) 1,806 Property and equipment, net ................................... 12,263 1,553 -- 13,816 FCC licensing costs ........................................... 71,466 -- -- 71,466 Deferred charges, net of accumulated amortization ............. 1,933 -- -- 1,933 --------- ----- ------ ------ Total assets ............................................ $ 89,043 1,554 (1,576) 89,021 ========= ===== ====== ====== LIABILITIES AND MEMBERS' EQUITY (DEFICIT) Current liabilities: Notes payable ................................................ $ 22,405 -- -- 22,405 Due to affiliates ............................................ -- 1,576 (1,576) -- Accounts payable, accrued expenses and interest .............. 10,496 10 -- 10,506 --------- ----- ------ ------ Total current liabilities ............................... 32,901 1,586 (1,576) 32,911 --------- ----- ------ ------ Non-current liabilities: Long-term debt ............................................... 51,599 -- -- 51,599 Note payable to related party ................................ 6,270 -- -- 6,270 Accrued interest payable ..................................... 224 -- -- 224 --------- ----- ------ ------ Total non-current liabilities ........................... 58,093 -- -- 58,093 --------- ----- ------ ------ Total liabilities ....................................... 90,994 1,586 (1,576) 91,004 Contributed capital, net ...................................... 13,497 -- -- 13,497 Deficit accumulated during development stage .................. (15,448) (32) -- (15,480) --------- ----- ------ ------- Total members' equity (deficit) ......................... (1,951) (32) -- (1,983) --------- ----- ------ ------- Total liabilities and members' equity (deficit) ......... $ 89,043 1,554 (1,576) 89,021 ========= ===== ====== =======
F-29 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) COMBINING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998
PREDECESSOR COMPANIES TRITEL COMBINED ------------ -------- ----------- Revenues: .................................. $ -- -- -- --------- -- -- Operating expenses: Plant expenses ............................ 1,918 21 1,939 General and administrative ................ 4,937 10 4,947 Sales and marketing ....................... 451 1 452 --------- ----- ----- Depreciation and amortization ............. 348 -- 348 --------- ----- ----- 7,654 32 7,686 --------- ----- ----- Operating loss ............................. (7,654) (32) (7,686) Interest income ............................ 77 -- 77 Interest expenses .......................... (722) -- (722) --------- ----- ------ Loss before extraordinary item ......... (8,299) (32) (8,331) Loss on return of spectrum ................. (2,414) -- (2,414) --------- ----- ------ Net loss ............................... $ (10,713) (32) (10,745) ========= ===== =======
F-30 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) COMBINING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998
PREDECESSOR COMPANIES TRITEL COMBINED ------------ ----------- ----------- Net cash used in operating activities .............................. (10,039) 1,543 (8,496) ------- ----- ------ Cash flows from investing activities: Purchase of property and equipment ................................ (4,428) (1,542) (5,970) Capitalized interest on debt used to obtain FCC licenses .......... (2,905) -- (2,905) ------- ------ ------ Net cash used in investing activities ............................ (7,333) (1,542) (8,875) ------- ------ ------ Cash flows from financing activities: Proceeds from notes payable to others ............................. 38,705 -- 38,705 Repayments of notes payable to others ............................. (21,300) -- (21,300) Payment of debt issuance costs and other deferred charges ......... (951) -- (951) ------- ------ ------- Net cash provided by financing activities ........................ 16,454 -- 16,454 ------- ------ ------- Net increase (decrease) in cash and cash equivalents ............... (918) 1 (917) Restricted cash and cash equivalents at beginning of year .......... 1,763 -- 1,763 ------- ------ ------- Restricted cash and cash equivalents at end of year ................ 845 1 846 ======= ====== =======
Tritel, Inc. was formed during 1998. Therefore, the 1996 and 1997 combining financial information is identical to the Consolidated Financial Statements. (18) CASH EQUITY INVESTORS On May 20, 1998, the Company, the Predecessor Company, AT&T Wireless, certain institutional cash equity investors (the "Cash Equity Investors") and certain members of management entered into the Securities Purchase Agreement, which provided for the formation of the Tritel-AT&T Wireless joint venture and related equity investments. On January 7, 1999, the transactions contemplated by the Securities Purchase Agreement were closed and the parties entered into numerous agreements as described throughout these notes. Pursuant to these agreements, on January 7, 1999, the Predecessor Company invested an additional $14,130,000 in Series C Preferred Stock of Tritel, and the Cash Equity Investors purchased an aggregate of $149,239,000 of Series C Preferred Stock of Tritel. Of the total Series C Preferred Stock issued to the Predecessor Company and the Cash Equity Investors, $113,623,000 was funded on January 7, 1999 and the remaining $49,746,000 is due to be funded, under the Cash Equity Investors' irrevocable and unconditional commitments, on September 30, 1999. (19) TRANSACTION WITH AT&T WIRELESS On May 20, 1998, the Predecessor Company and Tritel entered into a Securities Purchase Agreement with AT&T Wireless and the other stockholders of Tritel, whereby the Company agreed to construct a PCS network and provide wireless services using the AT&T brand name in the south-central United States. On January 7, 1999, the parties closed the transactions contemplated in the Securities Purchase Agreement. Under these agreements, Tritel and AT&T Wireless and the other stockholders of F-31 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) Tritel consented that one or more of Tritel's subsidiaries enter into certain agreements or conduct certain operations on the condition that such subsidiaries at all times be direct or indirect wholly-owned subsidiaries of Tritel. Tritel agreed that it would cause such subsidiaries to perform the obligations and conduct such operations required to be performed or conducted under those agreements. At the closing, Tritel issued preferred stock to AT&T Wireless in exchange for 20 MHz A- and B-Block PCS licenses which were assigned to the Company, and for certain other agreements covering the Company's markets. The estimated fair value of the FCC licenses was $97,880,000 with an estimated useful life of 40 years. The following table summarizes the transaction with AT&T Wireless: Assets acquired from AT&T Wireless, at fair value: PCS Licenses ......................................................... $ 97,880,000 License Agreement .................................................... 31,000,000 Roaming Agreement .................................................... 10,000,000 ------------- Gross Assets Acquired .............................................. 138,880,000 Deferred income tax liability assumed relating to above assets ........ (35,100,000) ------------- Net Assets Acquired ................................................ $ 103,780,000 -------------
SERIES A SERIES D PREFERRED PREFERRED TOTAL ALLOCATION OF FAIR VALUE ADJUSTMENT ---------------- ---------------- ---------------- Preferred stock issued at stated value ......... $ 90,668,000 46,374,000 137,042,000 Allocation of fair value adjustment ............ (21,984,000) (11,278,000) (33,262,000) ------------- ----------- ----------- $ 68,684,000 35,096,000 103,780,000 ============= =========== ===========
The Series A and Series D Preferred Stock were recorded at a discount from their stated value for the excess of the stated value of the stock over the fair value of the net assets acquired. The Series A Preferred Stock issued by the Company is further described in Note 22 and the Series D Preferred Stock is further described in Note 10. In connection with the closing of the AT&T Wireless transaction, the Company entered into certain agreements, including the following: (A) LICENSE AGREEMENT Pursuant to a Network Membership License Agreement, dated January 7, 1999 (the "License Agreement"), between AT&T Corp. and the Company, AT&T Wireless granted to the Company a royalty-free, nontransferable, non-exclusive, nonsublicensable, limited right, and license to use certain licensed marks solely in connection with certain licensed activities. The licensed marks include the logo containing AT&T and the globe design and the expression "Member, AT&T Wireless Services Network." The "Licensed Activities" include (i) the provision to end-users and resellers, solely within the territory as defined in the License Agreement, of Company communications services as defined in the License Agreement on frequencies licensed to the Company for Commercial Mobile Radio Services ("CMRS") provided in accordance with the License Agreement (collectively, the "Licensed Services") and (ii) marketing and offering the Licensed Services within the territory. The License Agreement also grants to the Company the right and license to use licensed marks on certain permitted mobile phones. F-32 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) The License Agreement contains numerous restrictions with respect to the use and modification of any of the licensed marks. Furthermore, the Company is obligated to use commercially reasonable efforts to cause all Licensed Services marketed and provided using the licensed marks to be of comparable quality to the Licensed Services marketed and provided by AT&T and its affiliates in areas that are comparable to the territory taking into account, among other things, the relative stage of development of the areas. The License Agreement also sets forth specific testing procedures to determine compliance with these standards, and affords the Company with a grace period to cure any instances of alleged noncompliance therewith. The Company may not assign or sublicense any of its rights under the License Agreement; provided, however, that the License Agreement may be assigned to the Company's lenders under the Bank Facility (see Note 20) and after the expiration of any applicable grace and cure periods under the Bank Facility, such lenders may enforce the Company's rights under the License Agreement and assign the License Agreement to any person with AT&T Wireless's consent. The term of the License Agreement is for five years and renews for an additional five-year period if each party gives the other notice to renew the Agreement. The License Agreement may be terminated by AT&T Wireless at any time in the event of a significant breach by the Company, including the Company's misuse of any licensed marks, the Company licensing or assigning any of the rights in the License Agreement, the Company's failure to maintain AT&T Wireless's quality standards or if a change in control of the Company occurs. After the initial five-year term, AT&T Wireless may also terminate the License Agreement upon the occurrence of certain transactions described in the Stockholders' Agreement. The License Agreement, along with the exclusivity provisions of the Stockholders' Agreement and the Resale Agreement, have an estimated fair value of $31,000,000 and will be amortized on a straight-line basis over the ten-year term of the agreement. (B) ROAMING AGREEMENT Pursuant to the Intercarrier Roamer Service Agreement, dated as of January 7, 1999 (the "Roaming Agreement"), between AT&T Wireless, the Company, and their affiliates, each party agrees to provide (each in its capacity as serving provider, the "Serving Carrier") mobile wireless radiotelephone service for registered customers of the other party's (the "Home Carrier") customers while such customers are out of the Home Carrier's geographic area and in the geographic area where the Serving Carrier (itself or through affiliates) holds a license or permit to construct and operate a mobile wireless radio/telephone system and station. Each Home Carrier whose customers receive service from a Serving Carrier shall pay to such Serving Carrier 100% of the Serving Carrier's charges for wireless service and 100% of pass-through charges (i.e., toll or other charges). Each Serving Carrier's service charges for use per minute or partial minute for the first three years will be at a fixed rate, and thereafter may be adjusted to a lower rate as the parties may negotiate from time to time. Each Serving Carrier's toll charges per minute of use for the first three years will be at a fixed rate, and thereafter such other rates as the parties negotiate from time to time. The Roaming Agreement has a term of 20 years, unless terminated earlier by a party due to the other party's uncured breach of any term of the Roaming Agreement. F-33 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) Neither party may assign or transfer the Roaming Agreement or any of its rights thereunder except to an assignee of all or part of its license or permit to provide CMRS, provided that such assignee expressly assumes all or the applicable part of the obligations of such party under the Roaming Agreement. The estimated fair value of the Roaming Agreement is $10,000,000, which will be amortized on a straight-line basis over the 20-year term of the agreement. (C) STOCKHOLDERS' AGREEMENT The Stockholders' Agreement expires on January 7, 2010. Certain provisions expire upon an initial public offering. Exclusivity Under the Stockholders' Agreement, none of the Stockholders will provide or resell, or act as the agent for any person offering, within the Territory, mobile wireless telecommunications services and frequencies licensed by the FCC ("Company Communications Services"), except AT&T Wireless and its affiliates may (i) resell or act as agent for the Company in connection with the provision of Company Communications Services, (ii) provide or resell wireless telecommunications services to or from certain specific locations, and (iii) resell Company Communications Services for another person in any area where the Company has not placed a system into commercial service in certain instances. Additionally, with respect to the markets listed on the Roaming Agreement, the Company and AT&T Wireless agree to cause their respective affiliates in their home carrier capacities to program and direct the programming of customer equipment so that the other party in its capacity as the serving carrier is the preferred provider in such markets, and refrain from inducing any of its customers to change such programming. Build-out The Company is required to conform to certain requirements regarding the construction of the Company's PCS system. In the event that the Company breaches these requirements, AT&T Wireless may terminate its exclusivity provisions. Disqualifying Transactions In the event of a merger, asset sale or consolidation, as defined, involving AT&T Wireless and another person that derives annual revenues in excess of $5,000,000,000, derives less than one third of its aggregate revenues from wireless telecommunications, and owns FCC licenses to offer mobile wireless telecommunications services to more than 25% of the population within the Company's territory, AT&T Wireless and the Company have certain rights. AT&T may terminate its exclusivity in the territory in which the other party overlaps that of the Company. Resale Agreement Pursuant to the Stockholders' Agreement, the Company is required to enter into a Resale Agreement at the request of AT&T Wireless. Under this agreement, AT&T Wireless will be granted the right to purchase and resell on a nonexclusive basis access to and usage of the Company's services in the Company's licensed area. The Company will retain the continuing right to market and sell its services to customers and potential customers in competition with AT&T Wireless. F-34 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) The Resale Agreement will have a term of ten years and will renew automatically for successive one-year periods unless, after the eleventh anniversary thereof, either party elects to terminate the Resale Agreement. Furthermore, AT&T Wireless may terminate the Resale Agreement at any time for any reason on 90 days written notice. The Company has agreed that the rates, terms and conditions of service, taken as a whole, provided by the Company to AT&T Wireless pursuant to the Resale Agreement, shall be at least as favorable as (or if permitted by applicable law, superior to) the rates, terms, and conditions of service, taken as a whole, provided by the Company to any other customer. Without limiting the foregoing, the rate plans offered by the Company pursuant to the Resale Agreement shall be designed to result in a discounted average actual rate per minute paid by AT&T Wireless for service below the weighted average actual rate per minute billed by the Company to its subscribers generally for access and air time. Neither party may assign or transfer the Resale Agreement or any of its rights thereunder without the other party's prior written consent, which will not be unreasonably withheld, except (a) to an affiliate of that party at the time of execution of the Resale Agreement, (b) by the Company to any of its operating subsidiaries, and (c) to the transferee of a party's stock or substantially all of its assets, provided that all FCC and other necessary approvals have been received. The Company expects to enter into the Resale Agreement upon commencement of its operations in the initial configuration. (20) BANK FACILITY Subsequent to December 31, 1998, the Company entered into a loan agreement (the "Bank Facility"), which provides for (i) a $100,000,000 senior secured term loan (the "Term Loan A"), (ii) a $200,000,000 senior secured term loan (the "Term Loan B") and (iii) a $250,000,000 senior secured reducing revolving credit facility (the "Revolver"). Tritel PCS Inc., Toronto Dominion (Texas), Inc., as Administrative Agent, and certain banks and other financial institutions are parties thereto. F-35 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) The commitment to make loans under the Revolver automatically and permanently reduces, beginning on December 31, 2002. Also, advances under Term Loan A and Term Loan B are required to be repaid beginning on December 31, 2002, in consecutive quarterly installments. Following is a schedule of the required reductions in the Revolver and the payments on the term loans:
REPAYMENT DATES REVOLVER TERM LOAN A TERM LOAN B - -------------------------------------- ---------- ------------- ------------ (DOLLARS IN THOUSANDS) December 31, 2002 .............. $ 6,250 $ 2,500 $ 2,000 March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 ............. 7,422 2,969 500 March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004 ............. 11,328 4,531 500 March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005 ............. 13,281 5,313 500 March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006 ............. 16,015 6,406 500 March 31, 2007 and June 30, 2007 25,781 10,313 500 September 30, 2007 ............. -- -- 500 December 31, 2007 .............. -- -- 188,500
Interest on the Revolver, Term Loan A and Term Loan B accrues, at the Company's option, either at a LIBOR rate plus an applicable margin or the higher of the issuing bank's prime rate and the Federal Funds Rate (as defined in the Bank Facility) plus 0.5%, plus an applicable margin. The Revolver and Term Loan A require an annual commitment fee ranging from 0.50% to 1.75% of the unused portion of the Bank Facility. Advances under Term Loan A and funds under the Revolving Bank Facility are not available to the Company until Term Loan B is fully drawn or becomes unavailable pursuant to the terms of the Bank Facility. The Bank Facility also requires the Company to purchase an interest rate hedging contract covering an amount equal to at least 50% of the total amount of the outstanding indebtedness of the Company (other than indebtedness which bears interest at a fixed rate). Such interest rate hedging contracts are further described in Note 23. The Term Loans are required to be prepaid and commitments under the Revolving Bank Facility reduced in an aggregate amount equal to 50% of excess cash flow of each fiscal year commencing with the fiscal year ending December 31, 2001; 100% of the net proceeds of asset sales, in excess of a yearly threshold, outside the ordinary course of business or unused insurance proceeds; and 50% of the net cash proceeds of issuances of equity securities (other than in connection with the equity commitments referred to in Note 18). All obligations of the Company under the facilities are unconditionally and irrevocably guaranteed (the "Bank Facility Guarantees") by Tritel, Inc. and all subsidiaries of Tritel PCS, Inc. The bank facilities and guarantees, and any related hedging contracts provided by the lenders under the Bank Facility, are secured by substantially all of the assets of Tritel PCS, Inc. and certain subsidiaries of Tritel PCS, Inc., including a first priority pledge of all of the capital stock F-36 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) held by Tritel or any of its subsidiaries, but excluding the Company's PCS licenses. The PCS licenses will be held by one or more single purpose subsidiaries of the Company and, in the future if the Company is permitted to pledge its PCS licenses, they will be pledged to secure the obligations of the Company under the Bank Facility. The Bank Facility contains covenants customary for similar facilities and transactions, including covenants relating to the amounts of indebtedness that the Company may incur, limitations on dividends and distributions on, and redemptions and repurchases of, capital stock and other similar payments and various financial maintenance covenants. The Bank Facility also contains covenants relating to the population covered by the Company's network and number of customers, as well as customary representations, warranties, indemnities, conditions precedent to borrowing, and events of default. Loans under the Bank Facility are available to fund capital expenditures related to the construction of the Company's PCS network, the acquisition of related businesses, working capital needs of the Company, and customer acquisition costs. All indebtedness under the Bank Facility will constitute senior debt. The terms of the Bank Facility allow the Company to incur senior subordinated debt with gross proceeds of not more than $250,000,000. As of June 30, 1999, the Company has drawn $200,000,000 of advances under Term Loan B. (21) STOCK OPTION PLANS In January 1999, the Company adopted a stock option plan and a stock option plan for non-employee directors. Tritel's 1999 Stock Option Plan (the "Stock Option Plan") authorizes the grant of certain tax-advantaged stock options, nonqualified stock options and stock appreciation rights for the purchase of an aggregate of up to 13,566 shares of common stock of Tritel. The Stock Option Plan benefits qualified officers, employee directors and other key employees of, and consultants to, Tritel and its subsidiaries in order to attract and retain those persons and to provide those persons with appropriate incentives. The Stock Option Plan also allows grants or sales of common stock to those persons. The maximum term of any stock option to be granted under the Stock Option Plan is ten years. Grants of options under the Stock Option Plan are determined by the Board of Directors or a compensation committee designated by the Board. The exercise price of incentive stock options and nonqualified stock options granted under the Stock Option Plan must not be less than the fair market value of the common stock on the grant date. The Stock Option Plan will terminate in 2009 unless extended by amendment. During the period from January 7, 1999 to June 30, 1999, 11,395 restricted shares were granted under the Stock Option Plan. Management has determined the stock to have a nominal value; therefore, no amounts have been assigned to the restricted stock. Such shares will vest in varying percentages, up to 80% vesting, over five years. The remaining 20% will vest if the Company meets certain performance benchmarks for development and construction of its wireless PCS network. Tritel's 1999 Stock Option Plan for Non-employee Directors (the "Non-employee Directors Plan") authorizes the grant of certain nonqualified stock options for the purchase of an aggregate of up to 50,000 shares of common stock of Tritel. The Non-employee Directors Plan benefits F-37 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) non-employee directors of Tritel in order to attract and retain those persons and to provide those persons with appropriate incentives. The maximum term of any stock option to be granted under the Non-employee Directors Plan is ten years. Grants of options under the Non-employee Directors are determined by the Board of Directors. The exercise price of nonqualified stock options granted under the Non-employee Directors Plan must not be less than the fair market value of the common stock on the grant date. The Non-employee Directors Plan will terminate in 2009 unless extended by amendment. As of June 30, 1999, no options were outstanding under the Non-employee Directors Plan. (22) REDEEMABLE PREFERRED STOCK Following is a summary of the redeemable preferred stock of the Company: Series A Preferred Stock The Series A Preferred Stock, with respect to dividend rights and rights on liquidation, dissolution or winding up, ranks on a parity basis with the Series B Preferred Stock, and ranks senior to the Series C Preferred Stock, the Series D Preferred Stock and the Common Stock. The holders of Series A Preferred Stock are entitled to receive cumulative quarterly cash dividends at the annual rate of 10% multiplied by the liquidation preference, which is equal to $1,000 per share plus declared but unpaid dividends. Tritel may elect to defer payment of any such dividends until the date on which the 42nd quarterly dividend payment is due, at which time, and not earlier, all deferred payments must be made. Except as required by law or in certain circumstances, the holders of the Series A Preferred Stock do not have any voting rights. The Series A Preferred Stock is redeemable, in whole but not in part, at the option of Tritel on or after January 15, 2009 and at the option of the holders of the Series A Preferred Stock on or after January 15, 2019. Additionally, on or after January 15, 2007, AT&T Wireless, and qualified transferees, have the right to convert each share of Series A Preferred Stock into shares of Class A Common Stock. The number of shares the holder will receive upon conversion will be the liquidation preference per share divided by the market price of Class A Common Stock times the number of shares of Series A Preferred Stock to be converted. The Company issued 90,668 shares of Series A Preferred Stock with a stated value of $90,668,000 to AT&T Wireless on January 7, 1999. The stock was recorded at its stated value and a discount was recorded for the excess of the stated value of the stock over the fair value of assets, net of deferred income taxes, received from AT&T Wireless. The discount will be accreted using the interest method, so that the carrying amount will equal the redemption amount on January 15, 2019. Each periodic accretion to increase the carrying amount of the stock will be offset by a charge to accumulated deficit. Series B Preferred Stock The Series B Preferred Stock ranks on a parity basis with the Series A Preferred Stock and is identical in all respects to the Series A Preferred Stock, except: o the Series B Preferred Stock is redeemable at any time at the option of Tritel, o the Series B Preferred Stock is not convertible into shares of any other security issued by Tritel, and o the Series B Preferred Stock may be issued by Tritel pursuant to an exchange of capital stock. F-38 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) No Series B Preferred Stock has been issued by the Company. (23) INTEREST RATE SWAP AGREEMENTS Interest rate swap agreements are entered into by the Company to manage interest rate exposure. These are contractual agreements between counterparties to exchange interest streams based on notional principal amounts over a set period of time. Interest rate swap agreements normally involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. The notional or principal amount does not represent the amount at risk, but is used only as a basis for determining the actual interest cash flows to be exchanged related to the interest rate contracts. Market risk, due to potential fluctuations in interest rates, is inherent in swap agreements. As of June 30, 1999, the Company was a party to interest rate swap agreements with a total notional amount of $200 million. The agreements establish a fixed effective rate of 9.05% on the current balance outstanding under the Bank Facility through the earlier of March 31, 2002 or the date on which the Company achieves operating cash flow breakeven. F-39 The map on the opposite page is not intended to be an exact representation of Tritel PCS's wireless service area. [inside back cover] [map of Tritel PCS's wireless service footprint] [SUNCOM LOGO] TRITEL PCS, INC. OFFER TO EXCHANGE ITS 12 3/4% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OF ITS OUTSTANDING 12 3/4% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009 -------------------- PROSPECTUS -------------------- , 1999 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "GCL") provides as follows: "(a) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. (b) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. II-1 (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent for such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)." Article 6 of Tritel PCS's Bylaws provides: INDEMNIFICATION "Indemnification. The Corporation shall, to the fullest extent permitted by applicable law from time to time in effect, indemnify any and all persons who may serve or who have served at any time II-2 as Directors or officers of the Corporation, or who at the request of the Corporation may serve or at any time have served as Directors or officers of another corporation (including subsidiaries of the Corporation) or of any partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law. Such indemnification shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may also indemnify any and all other persons whom it shall have power to indemnify under any applicable law from time to time in effect to the extent authorized by the Board of Directors and permitted by such law. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any provisions of the Certificate of Incorporation, other Bylaw, agreement, vote of stockholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Definition. For purposes of this Article, the term "Corporation" shall include constituent corporations referred to in Subsection(h) of Section 145 of the General Corporation Law (or any similar provision of applicable law at the time in effect)." The Amended and Restated Certificate of Incorporation of Tritel PCS also limits the personal liability of directors to Tritel PCS and its stockholders for monetary damages resulting from certain breaches of the directors' fiduciary duties. The Amended and Restated Certificate of Incorporation of Tritel PCS provides as follows: "A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation and to its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived any improper personal benefit." ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT NUMBER EXHIBIT DESCRIPTION - --------- --------------------------------------------------------------------------------------------- 3.1+ Certificate of Incorporation of Tritel PCS, Inc., (f/k/a Tritel Holding Corp.) dated May 29, 1998. 3.1.1+ Amendment to Certificate of Incorporation of Tritel PCS, Inc., dated April 16, 1999. 3.2+ Bylaws of Tritel PCS, Inc., dated May 29, 1998. 3.3+ Restated Certificate of Incorporation of Tritel, Inc., dated January 4, 1999. 3.4+ Bylaws of Tritel, Inc., dated April 23, 1998. 3.5+ Certificate of Incorporation of Tritel Communications, Inc., dated May 29, 1998. 3.6+ Bylaws of Tritel Communications, Inc., dated May 29, 1998. 3.7+ Certificate of Incorporation of Tritel Finance, Inc., dated May 29, 1998. 3.8+ Bylaws of Tritel Finance, Inc., dated May 29, 1998. 4.1+ Indenture, dated May 11, 1999 between Tritel PCS, Inc., its parent and certain of its subsidiaries, and The Bank of New York, as trustee. 4.2+ Registration Rights Agreement, dated May 11, 1999. 4.3+ Form of Notes for 123/4% Senior Subordinated Discount Notes due 2009 originally issued by Tritel PCS, Inc. on May 11, 1999 (included as exhibits A-1 and A-2 to Exhibit 4.1 of this registration statement).
II-3
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ---------- ------------------------------------------------------------------------------------------ 4.4+ Form of Note for 123/4% Senior Subordinated Discount Notes due 2009 to be issued by Tritel PCS, Inc. and registered under the Securities Act of 1933. 5.1+ Opinion of Brown & Wood LLP. 10.1.1+ Stockholders' Agreement by and among AT&T Wireless PCS Inc., Cash Equity Investors, Management Stockholders, and Tritel, Inc. dated January 7, 1999. 10.1.2+ First Amendment to Stockholders' Agreement dated August 27, 1999. 10.2+ Investors Stockholders' Agreement by and among Tritel, Inc., Washington National Insurance Company, United Presidential Life Insurance Company, Dresdner Kleinwort Benson Private Equity Partners LP, Toronto Dominion Investments, Inc., Entergy Wireless Corporation, General Electric Capital Corporation, Triune PCS, LLC, FCA Venture Partners II, L.P., Clayton Associates LLC, Trillium PCS, LLC, Airwave Communications, LLC, Digital PCS, LLC, and The Stockholders Named Herein dated January 7, 1999. 10.3+ AT&T Wireless Services Network Membership License Agreement between AT&T Corp. and Tritel, Inc. dated January 7, 1999. 10.4+ Intercarrier Roamer Service Agreement between AT&T Wireless Services, Inc. and Tritel, Inc. dated January 7, 1999. 10.5+ Amended and Restated Agreement between Telecorp Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate License Co., L.L.C. dated April 16, 1999. 10.6+ Form of Employment Agreement. 10.7+ Tritel, Inc. 1999 Stock Option Plan, effective January 7, 1999. 10.8+ Form of Restricted Stock Agreements pursuant to the Tritel, Inc. 1999 Stock Option Plan. 10.9+ Tritel, Inc. 1999 Stock Option Plan for Nonemployee Directors, effective January 7, 1999. 10.10+ Amended and Restated Loan Agreement among Tritel Holding Corp., Tritel, Inc., The Financial Institutions Signatory Hereto, and Toronto Dominion (Texas), Inc. dated March 31, 1999. 10.11+ First Amendment to Amended and Restated Loan Agreement among Tritel Holding Corp., Tritel, Inc., The Financial Institutions Signatory Hereto, and Toronto Dominion (Texas), Inc. dated April 21, 1999. 10.12+ Master Lease Agreement between Tritel Communications, Inc. and Crown Communication Inc. dated October 30, 1998. 10.13+ Master Lease Agreement between Signal One, LLC and Tritel Communications, Inc. dated December 31, 1998. 10.14+ Management Agreement between Tritel Management, LLC and Tritel, Inc. dated January 1, 1999. 10.15+ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and Tritel Communications, Inc. dated October 23, 1998. 10.16+ Security Agreement between Mercury PCS LLC and the Federal Communications Commission, dated September 17, 1996. 10.17+ Installment Payment Plan Note made by Mercury PCS, LLC in favor of the Federal Communications Commission in the amount of $42,525,211.95, dated October 9, 1996.
II-4
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ----------- ------------------------------------------------------------------------------------------- 10.18+ First Modification of Installment Payment Plan Note for Broadband PCS F Block by and between Mercury PCS II, L.L.C. and the Federal Communications Commission, dated July 2, 1998, effective as of July 31, 1998. 10.19 Services Agreement by and between Tritel Communications, Inc. and Wireless Facilities, Inc., dated July 1, 1999. 10.20+ Letter Agreement by and between Tritel Communications, Inc. and H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to a service agreement covering certain Site Acquisition Services applicable to certain FCC licenses owned or to be acquired by Tritel. 10.21+ Services Agreement by and between Tritel Communications, Inc. and Galaxy Personal Communications Services, Inc., which is a wholly owned subsidiary of World Access, Inc., dated as of June 1, 1998. 10.21.1 Addendum to June 1, 1998 Services Agreement, dated as of March 23, 1999. 10.22+ Services Agreement by and between Tritel Communications, Inc. and Galaxy Personal Communications Services, Inc., which is a wholly-owned subsidiary of World Access, Inc., dated as of August 27, 1998. 10.23+ Agreement by and between BellSouth Telecommunications, Inc. and Tritel Communications, Inc., effective as of March 16, 1999. 10.24 Agreement for Project and Construction Management Services between Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel Corporation, dated November 24, 1998. 10.25+ Services Agreement by and between Tritel Communications, Inc. and Spectrasite Communications, Inc., dated as of July 28, 1998. 10.26+ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile Telephone System by and between Tritel Finance, Inc. and Tritel Communications, Inc. and Ericsson Inc., made and effective as of December 30, 1998. 10.27+ Securities Purchase Agreement by and among AT&T Wireless PCS Inc., TWR Cellular, Inc., Cash Equity Investors, Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and Tritel, Inc., dated as of May 20, 1998. 10.28+ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Airwave Communications, LLC, Digital PCS, LLC, Management Stockholders, Mercury Investor Indemnitors and Tritel, Inc., dated as of January 7, 1999. 10.29 Master Build To Suit And Lease Agreement between Tritel Communications, Inc., a Delaware corporation and American Tower, L.P., a Delaware limited partnership. 10.30 Master Build To Suit And Lease Agreement between Tritel Communications, Inc. and SpectraSite Communications, Inc. 10.31 Master Build To Suit Services And License Agreement between Tritel Communications, Inc. and Crown Communication Inc. 10.32 Master Build To Suit And Lease Agreement by and between Tritel Communications, Inc. and SBA Towers, Inc. 10.33* Master Site Agreement between Tritel Communications, Inc. and BellSouth Mobility Inc., dated July 2, 1999.
II-5
EXHIBIT NUMBER EXHIBIT DESCRIPTION - --------- ---------------------------------------------------------------------------------------------- 10.34* Master Site Agreement between Tritel Communications, Inc. and BellSouth Mobility PCS, dated March 10, 1999. 10.35+ Letter Agreement between Airwave Communications, LLC and Ericsson, Inc. dated December 14, 1998. 10.36+ Consent to Exercise of Option between Tritel, Inc., AT&T Wireless PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated May 20, 1999. 10.37+ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc. dated as of May 20, 1999. 12+ Statement of Computation of Deficiency of Earnings to Fixed Charges. 21+ Subsidiaries of Tritel PCS, Inc. 23.1+ Consent of Brown & Wood LLP (included in Exhibit 5.1 of this registration statement). 23.2 Consent of KPMG Peat Marwick LLP. 24 Powers of Attorney (included on the signature page of the initial filing of this registration statement). 25.1+ Form T-1 Statement of Eligibility of The Bank of New York, as trustee. 27+ Financial Data Schedule. 99.1+ Form of Letter of Transmittal. 99.2+ Form of Notice of Guaranteed Delivery. 99.3+ Form of Exchange Agent Agreement.
- ---------- + Previously filed. * To be filed by Amendment. ITEM 22. UNDERTAKINGS (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will submit, unless in the opinion of its counsel the matter has been settled by controlling precedent, to a court of appropriate jurisdiction the question of whether or not such indemnification is against Public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-6 (c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. This exchange offer, however, does not involve any acquisition, nor are any acquisitions with respect to PSSA expected after the registration statement becomes effective. The transaction covered by this registration statement only involves the exchange of registered for unregistered securities. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 1999. TRITEL PCS, INC. By: /s/ E.B. Martin, Jr. ------------------------------------ Name: E.B. Martin, Jr. Title: Executive Vice President, Treasurer, Chief Financial Officer and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------------------------- ----------------------------------------------- ------------------ * Chairman of the Board, Chief Executive Officer - ------------------------- and President September 29, 1999 William M. Mounger, II /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief - ------------------------- Financial Officer and Director September 29, 1999 E.B. Martin, Jr. * Senior Vice President -- Finance (Principal - ------------------------- Accounting Officer) September 29, 1999 Karlen Turbeville
* By: /s/ E.B. Martin, Jr. ---------------------------- E.B. Martin, Jr. Attorney-in-Fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 1999. TRITEL, INC. By: /s/ E.B. Martin, Jr. ------------------------------------ Name: E.B. Martin, Jr. Title: Executive Vice President, Treasurer, Chief Financial Officer and Director KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E.B. Martin, Jr. his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of and supplements to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent and full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------- --------------------------------------------- ------------------ /s/ William M. Mounger, II Chairman of the Board and Chief Executive September 29, 1999 - --------------------- Officer William M. Mounger, II /s/ William S. Arnett President and Director September 29, 1999 - --------------------- William S. Arnett /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief September 29, 1999 - --------------------- Financial Officer and Director E.B. Martin, Jr. /s/ Karlen Turbeville Senior Vice President -- Finance (Principal September 29, 1999 - --------------------- Accounting Officer) Karlen Turbeville /s/ Scott I. Anderson Director September 29, 1999 - --------------------- Scott I. Anderson /s/ Alex P. Coleman Director September 29, 1999 - --------------------- Alex P. Coleman /s/ Gary S. Fuqua Director September 29, 1999 - --------------------- Gary S. Fuqua /s/ Ann K. Hall Director September 29, 1999 - --------------------- Ann K. Hall /s/ Andrew Hubregsen Director September 29, 1999 - --------------------- Andrew Hubregsen /s/ David A. Jones, Jr. Director September 29, 1999 - --------------------- David A. Jones, Jr.
II-9
SIGNATURE TITLE DATE - -------------------------- ---------- ------------------ /s/ H. Lee Maschmann Director September 29, 1999 - --------------------- H. Lee Maschmann /s/ Elizabeth L. Nichols Director September 29, 1999 - --------------------- Elizabeth L. Nichols /s/ Kevin J. Shepherd Director September 29, 1999 - --------------------- Kevin J. Shepherd
II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 1999. TRITEL COMMUNICATIONS, INC. By: /s/ E.B. Martin, Jr. ------------------------------------ Name: E.B. Martin, Jr. Title: Executive Vice President, Treasurer, Chief Financial Officer and Director KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E.B. Martin, Jr. his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of and supplements to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent and full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------- --------------------------------------------- ------------------ /s/ William M. Mounger, II Chairman of the Board and Chief Executive September 29, 1999 - --------------------- Officer William M. Mounger, II /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief September 29, 1999 - --------------------- Financial Officer and Director E.B. Martin, Jr. /s/ Karlen Turbeville Senior Vice President -- Finance (Principal September 29, 1999 - --------------------- Accounting Officer) Karlen Turbeville
II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 1999. TRITEL FINANCE, INC. By: /s/ E.B. Martin, Jr. ------------------------------------ Name: E.B. Martin, Jr. Title: Executive Vice President, Treasurer, Chief Financial Officer and Director KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E.B. Martin, Jr. his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of and supplements to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent and full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ---------------------------- -------------------------------------------- ------------------- /s/ William M. Mounger, II Chairman of the Board and Chief Executive September 29, 1999 - --------------------- Officer William M. Mounger, II /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief September 29, 1999 - --------------------- Financial Officer and Director (Principal E.B. Martin, Jr. Accounting Officer) /s/ Karlen Turbeville Senior Vice President-Finance (Principal September 29, 1999 - --------------------- Accounting Officer) Karlen Turbeville
II-12 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE - ---------- -------------------------------------------------------------------------------- ----- 3.1+ Certificate of Incorporation of Tritel PCS, Inc., (f/k/a Tritel Holding Corp.) dated May 29, 1998. 3.1.1+ Amendment to Certificate of Incorporation of Tritel PCS, Inc., dated April 16, 1999. 3.2+ Bylaws of Tritel PCS, Inc., dated May 29, 1998. 3.3+ Restated Certificate of Incorporation of Tritel, Inc., dated January 4, 1999. 3.4+ Bylaws of Tritel, Inc., dated April 23, 1998. 3.5+ Certificate of Incorporation of Tritel Communications, Inc., dated May 29, 1998. 3.6+ Bylaws of Tritel Communications, Inc., dated May 29, 1998. 3.7+ Certificate of Incorporation of Tritel Finance, Inc., dated May 29, 1998. 3.8+ Bylaws of Tritel Finance, Inc., dated May 29, 1998. 4.1+ Indenture, dated May 11, 1999 between Tritel PCS, Inc., its parent and certain of its subsidiaries, and The Bank of New York, as trustee. 4.2+ Registration Rights Agreement, dated May 11, 1999. 4.3+ Form of Notes for 12 3/4% Senior Subordinated Discount Notes due 2009 originally issued by Tritel PCS, Inc. on May 11, 1999 (included as exhibits A-1 and A-2 to Exhibit 4.1 of this registration statement). 4.4+ Form of Note for 12 3/4% Senior Subordinated Discount Notes due 2009 to be issued by Tritel PCS, Inc. and registered under the Securities Act of 1933. 5.1+ Opinion of Brown & Wood LLP. 10.1.1+ Stockholders' Agreement by and among AT&T Wireless PCS Inc., Cash Equity Investors, Management Stockholders, and Tritel, Inc. dated January 7, 1999. 10.1.2+ First Amendment to Stockholders' Agreement dated August 27, 1999. 10.2+ Investors Stockholders' Agreement by and among Tritel, Inc., Washington National Insurance Company, United Presidential Life Insurance Company, Dresdner Kleinwort Benson Private Equity Partners LP, Toronto Dominion Investments, Inc., Entergy Wireless Corporation, General Electric Capital Corporation, Triune PCS, LLC, FCA Venture Partners II, L.P., Clayton Associates LLC, Trillium PCS, LLC, Airwave Communications, LLC, Digital PCS, LLC, and The Stockholders Named Herein dated January 7, 1999 10.3+ AT&T Wireless Services Network Membership License Agreement between AT&T Corp. and Tritel, Inc. dated January 7, 1999. 10.4+ Intercarrier Roamer Service Agreement between AT&T Wireless Services, Inc. and Tritel, Inc. dated January 7, 1999. 10.5+ Amended and Restated Agreement between Telecorp Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate License Co., L.L.C. dated April 16, 1999. 10.6+ Form of Employment Agreement. 10.7+ Tritel, Inc. 1999 Stock Option Plan, effective January 7, 1999. 10.8+ Form of Restricted Stock Agreements pursuant to the Tritel, Inc. 1999 Stock Option Plan.
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE - --------- -------------------------------------------------------------------------------- ----- 10.9+ Tritel Inc. 1999 Stock Option Plan for Nonemployee Directors, effective January 7, 1999. 10.10+ Amended and Restated Loan Agreement among Tritel Holding Corp., Tritel, Inc., The Financial Institutions Signatory Hereto, and Toronto Dominion (Texas), Inc. dated March 31, 1999. 10.11+ First Amendment to Amended and Restated Loan Agreement among Tritel Holding Corp., Tritel, Inc., The Financial Institutions Signatory Hereto, and Toronto Dominion (Texas), Inc. dated April 21, 1999. 10.12+ Master Lease Agreement between Tritel Communications, Inc. and Crown Communication Inc. dated October 30, 1998. 10.13+ Master Lease Agreement between Signal One, LLC and Tritel Communications, Inc. dated December 31, 1998. 10.14+ Management Agreement between Tritel Management, LLC and Tritel, Inc. dated January 1, 1999. 10.15+ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and Tritel Communications, Inc. dated October 23, 1998. 10.16+ Security Agreement between Mercury PCS LLC and the Federal Communications Commission, dated September 17, 1996. 10.17+ Installment Payment Plan Note made by Mercury PCS, LLC in favor of the Federal Communications Commission in the amount of $42,525,211.95, dated October 9, 1996. 10.18+ First Modification of Installment Payment Plan Note for Broadband PCS F Block by and between Mercury PCS II, L.L.C. and the Federal Communications Commission, dated July 2, 1998, effective as of July 31, 1998. 10.19 Services Agreement by and between Tritel Communications, Inc. and Wireless Facilities, Inc., dated , 1999. 10.20+ Letter Agreement by and between Tritel Communications, Inc. and H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to a service agreement covering certain Site Acquisition Services applicable to certain FCC licenses owned or to be acquired by Tritel. 10.21+ Services Agreement by and between Tritel Communications, Inc. and Galaxy Personal Communications Services, Inc., which is a wholly owned subsidiary of World Access, Inc., dated as of June 1, 1998. 10.21.1 Addendum to June 1, 1998 Services Agreement, dated as of March 23, 1999. 10.22+ Services Agreement by and between Tritel Communications, Inc. and Galaxy Personal Communications Services, Inc., which is a wholly-owned subsidiary of World Access, Inc., dated as of August 27, 1998. 10.23+ Agreement by and between BellSouth Telecommunications, Inc. and Tritel Communications, Inc., effective as of March 16, 1999. 10.24 Agreement for Project and Construction Management Services between Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel Corporation, dated November 24, 1998. 10.25+ Services Agreement by and between Tritel Communications, Inc. and Spectrasite Communications, Inc., dated as of July 28, 1998.
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE - ------------ --------------------------------------------------------------------------------- ----- 10.26+ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile Telephone System by and between Tritel Finance, Inc. and Tritel Communications, Inc. and Ericsson Inc., made and effective as of December 30, 1998. 10.27+ Securities Purchase Agreement by and among AT&T Wireless PCS Inc., TWR Cellular, Inc., Cash Equity Investors, Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and Tritel, Inc., dated as of May 20, 1998. 10.28+ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Airwave Communications, LLC, Digital PCS, LLC, Management Stockholders, Mercury Investor Indemnitors and Tritel, Inc., dated as of January 7, 1999. 10.29 Master Build To Suit And Lease Agreement between Tritel Communications, Inc., a Delaware corporation and American Tower, L.P., a Delaware limited partnership. 10.30 Master Build To Suit And Lease Agreement between Tritel Communications, Inc. and SpectraSite Communications, Inc. 10.31 Master Build To Suit Services And License Agreement between Tritel Communications, Inc. and Crown Communication Inc. 10.32 Master Build To Suit And Lease Agreement by and between Tritel Communications, Inc. and SBA Towers, Inc. 10.33* Master Site Agreement between Tritel Communications, Inc. and BellSouth Mobility Inc., dated July 2, 1999. 10.34* Master Site Agreement between Tritel Communications, Inc. and BellSouth Mobility PCS, dated March 10, 1999. 10.35+ Consent to Exercise of Option between Tritel, Inc., AT&T Wireless PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated May 20, 1999. 10.36+ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc. dated as of May 20, 1999. 10.37+ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc. dated as of May 20, 1999. 12+ Statement of Computation of Deficiency of Earnings to Fixed Charges. 21+ Subsidiaries of Tritel PCS, Inc. 23.1+ Consent of Brown & Wood LLP (included in 5.1 of this registration statement). 23.2 Consent of KPMG Peat Marwick LLP. 24+ Powers of Attorney (included on the signature page of the initial filing of this registration statement). 25.1+ Form T-1 Statement of Eligibility of The Bank of New York, as trustee. 27+ Financial Data Schedule. 99.1+ Form of Letter of Transmittal. 99.2+ Form of Notice of Guaranteed Delivery. 99.3+ Form of Exchange Agent Agreement.
- ---------- + Previously Filed. * To be filed by Amendment. EX-10.19 2 SERVICES AGREEMENT SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement"), dated as of the 1st day of July, 1999, is made by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Tritel"), and WIRELESS FACILITIES, INC., a Delaware corporation ("WFI"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: SECTION 1. THE SERVICES 1.1 SERVICES. WFI will perform the services described on Exhibit A and Exhibit D (the "Services") for Tritel (or subsidiaries or entities under common control with Tritel, as directed by Tritel) regarding the project described therein (the "Project") in accordance with the terms and conditions of this Agreement. WFI will perform the Services in a professional, workmanlike manner, will exercise reasonable skill, care and diligence in the performance of the Services and will carry out its responsibilities in accordance with industry accepted good professional engineering practices and in compliance with all standards and rules reasonably established by Tritel from time to time. Unless otherwise agreed by Tritel in writing, WFI will provide all personnel, equipment and supplies necessary or appropriate to perform the Services. 1.2 EXAMINATION OF THE SERVICES. WFI has examined the applicable ordinances, rules and regulations, and has examined the markets where the Services will be provided and satisfied itself as to all conditions to be encountered in the performance of the Services. 1.3 TIME IS OF THE ESSENCE. Upon execution of this Agreement, the parties shall promptly negotiate and establish a general overall progress schedule for the performance of the Services in all markets subject to this Agreement and completion of the Project, which schedule shall be supplemented (prior to commencing Services in any market) with more detailed and mutually established market by market progress schedules for RF Engineering Services (the general and more detailed progress schedules may be hereafter referred to collectively as the "Progress Schedule") which shall include a description of milestones marking the completion of certain successive phases of the Services (the "Milestones"). The Progress Schedule, when executed by Tritel and WFI, shall be deemed an addendum to this Agreement and become an integral part of this Agreement. The Progress Schedule may be amended by mutual agreement of Tritel and WFI in writing. In the performance of WFI's obligations under this Agreement, time is of the essence. WFI agrees to see to the timely performance of the Services in accordance with the Progress Schedule and will not delay (beyond deadlines established in the Progress Schedule) or interfere with other portions of work on the Project. WFI recognizes that Tritel will incur severe Page 1 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. economic loss if the Project is not timely completed, and that WFI will be responsible to compensate Tritel for such loss in accordance with Section 1.9 if WFI does not comply with the Progress Schedule. 1.4 COMMENCEMENT AND PROGRESS. Upon Tritel and WFI's mutual execution of the Progress Schedule, WFI will commence providing Services within a market specified by Tritel [within three (3) weeks] after written notice from Tritel to WFI, and shall provide the Services diligently and in accordance with the Progress Schedule. 1.5 PRIORITY OF SERVICES. Tritel shall have the right to decide the time, order and priority in which the various portions of the Services shall be performed and all other matters relevant to the timely and orderly conduct of WFI's Services. Tritel shall consult with WFI's project manager concerning all such matters. 1.6 COORDINATION. WFI shall cooperate with Tritel and all other contractors involved in the Project in the provision of the Services. Tritel shall cooperate with WFI in connection with its provision of the Services, and shall instruct its contractors and agents involved in the Project to do likewise. 1.7 AUTHORIZED REPRESENTATIVE; PERSONNEL. WFI shall designate one or more persons who shall be WFI's authorized representative(s) on-site and off-site. Tritel shall have the right to approve any personnel assigned by WFI to perform any Services, which approval shall not be unreasonably withheld or delayed. 1.8 ASSIGNMENT AND SUBCONTRACTING. WFI will not assign the work under this Agreement, or subcontract any portion of it, without the prior written consent of Tritel. WFI will not make any assignment of payments to be earned by WFI under this Agreement without the prior written approval of Tritel. 1.9 CONSEQUENCES FOR DELAY. WFI will be excused for any delay caused by acts of God, war (including civil war), civil unrest, acts of government, fire, floods, explosions, inclement weather, epidemics, quarantine restrictions, labor unrest, strikes, lockouts, delays solely caused by Tritel or its vendors or other contractors, or other events beyond the control of WFI. WFI will be entitled to extensions of time for such delay only upon written notice to Tritel [within ten (10) days] after commencement of the delay. If due to any act or omission of WFI mutually agreed Acceptance Criteria (defined below) are not met and the commercial launch of a system is delayed, WFI shall correct to Tritel's reasonable satisfaction, at WFI's sole cost, any deficiency in the applicable design Page 2 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. criteria, including, reasonable costs associated with additional planning and testing, acquiring and constructing additional cell sites erroneously omitted from (or required as a result of any flaw in) WFI's original RF design and the cost of additional base stations and other equipment and supplies not contemplated in WFI's original RF design, but only to the extent that such flaws were not caused by the conduct of Tritel, its officers, employees, subcontractors (other than WFI) or agents ("Tritel Deficiencies"). For corrective work performed by WFI as a result of Tritel Deficiencies, Tritel shall compensate WFI on a time and materials basis pursuant to the hourly rates set forth in Exhibit B. The provisions of this paragraph shall not apply to deficiencies caused by Tritel's deviation from the original design criteria. SECTION 2. COMPENSATION 2.1 COMPENSATION. Tritel will pay WFI for Services rendered in accordance with Exhibit B and Exhibit E (the "Compensation"). Unless expressly excluded pursuant to the terms of this Agreement, all costs and expenses related to the provision of the Services are included in the Compensation. However, any state and local sales or use taxes arising from Tritel's payment of the Compensation are not included and, if applicable, shall be payable by Tritel. 2.2 PAYMENT TERMS. WFI will submit invoices to Tritel in accordance with the Milestone schedules set forth in Exhibit B for RF Engineering Services, and Exhibit E for Microwave Relocation Services. Tritel will remit all properly payable amounts within thirty (30) days of Tritel's receipt of any such invoice [unless Tritel elects the financing option set forth below. Tritel may elect to finance the payment of any invoice for a period of up to nine months. If Tritel so elects, interest will begin to accrue on all charges set forth in any deferred invoice [CONFIDENTIAL TREATMENT REQUESTED]. Each invoice will describe, in reasonable detail and with respect to the relevant invoice period (a) a description of the Services provided, and (b) any work product created. The Compensation shall not be altered except as specifically provided for in this Agreement. 2.3 INVOICE REPRESENTATION. All invoices must be accompanied by a representation and warranty of WFI that all laborers, subcontractors, suppliers and others who might claim lien rights on the Project have been or will be timely paid in full. 2.4 PAYMENT NOT ACCEPTANCE. Payment to WFI alone does not constitute or imply acceptance by Tritel of any portion of WFI's Services. 2.5 WFI PAYMENT FAILURE. If it appears to Tritel that the labor, material and other bills incurred in the performance of WFI's Services (which if unpaid may give rise to lien rights or claims on the Project) are not Page 3 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. being currently paid, Tritel may take such steps as it deems necessary to insure that the money paid to WFI will be utilized to pay such bills. 2.6 BACK CHARGES AND WITHHOLDS. Tritel may withhold payments from WFI in amounts that are sufficient to protect Tritel in the event of any of the following: (a) WFI's improper or delayed works, defective work or damage to the work, which is not corrected by it as prescribed in Section 1.9; (b) Filing of any claims, demands, suits, attachments and/or liens against WFI; (c) Reasonable evidence brought to Tritel's attention that any claims, demands, suits, attachments and/or liens are to be filed against WFI which could potentially affect the Project; (d) Reasonable evidence brought to Tritel's attention of prospective insolvency of WFI; or (e) Any bona fide claim or lien against Tritel or the premises upon which the Services were performed which arises out of WFI's default in its performance of this Agreement. 2.7 FINAL PAYMENT. The final payment will be due when WFI's Services have been completed and accepted by Tritel, which acceptance shall not be unreasonably withheld. For purposes of this Section 2.7, final payment shall be deemed to have been made upon Tritel's election to finance the charges subject to the final payment, effective upon Tritel's provision of notice of such election to WFI. [The making and acceptance of final payment shall not constitute a waiver of any claims by WFI against Tritel for compensation for extra work or for compensation of any kind claimed by WFI because of the activities of Tritel in connection with the Project.] Prior to final payment WFI shall submit to Tritel: (a) WFI's affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with WFI's Services for which Tritel or its property might in any way be liable, have been paid, or otherwise satisfied; (b) Satisfaction of all required acceptance criteria which shall be mutually established by Tritel and WFI within [90 days] of execution of this Agreement in accordance with the parameters and procedures set forth in the General Milestone and Acceptance Criteria Schedule attached as Exhibit C (such acceptance criteria as shall be established may be referred to as the "Acceptance Criteria"); and (c) Other data as reasonably required by Tritel, such as receipts, releases, and waivers of liens. Page 4 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. Final payment shall not constitute a waiver of all claims by WFI for additional compensation relating to WFI's Services, but shall in no way relieve WFI of liability for obligations assumed under this Agreement or for faulty or defective work appearing within [CONFIDENTIAL TREATMENT REQUESTED] from the later of (i) final payment; or (ii) commercial in-service use of the applicable system. 2.8 SUSPENSION OF SERVICES. During the term of this Agreement, Tritel may elect to suspend Services in progress in a specific market due to any of the following conditions: (i) FCC or state regulatory actions which affect a specific Tritel service area; (ii) Moratoriums or similar actions imposed by state or local authorities which would materially affect Tritel's ability to complete network deployment within such area; or (iii) Mutual agreement by WFI and Tritel. If Services were suspended as a result of any of the above conditions, WFI would receive demobilization compensation during the suspension and remobilization compensation if WFI's personnel are remobilized. Demobilization compensation will equal [CONFIDENTIAL TREATMENT REQUESTED] of the hourly rates of personnel demobilized (assuming a 9-hour workday and 5-day workweek during any period of demobilization). Tritel will not assign work in progress, suspended under this provision, to other contractors for resumption of work without the mutual consent of Tritel and WFI. The Progress Schedule for any market suspended shall be tolled during any period of suspension. No suspension of services under this provision will occur prior to completion of the design phase and issuance of search rings. SECTION 3. TERM. The term of this Agreement will commence on the date hereof and, unless otherwise earlier terminated pursuant to Section 11 or extended upon mutual written agreement of the parties, will end upon the earlier of: (i) WFI's completion and Tritel's acceptance of the Services (as determined by the Acceptance Criteria); or (ii) fifteen (15) months from the date of WFI's commencement of Services in the last market of Tritel in the Project covered by this Agreement. SECTION 4. INDEPENDENT CONTRACTOR. WFI will perform the Services as an independent contractor of Tritel, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between WFI and Tritel. WFI will not represent itself to be an employee or agent of Tritel or enter into any agreement on Tritel's behalf or in Tritel's name, unless WFI is specifically authorized in writing by Tritel to do so. Page 5 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. SECTION 5. COMPLIANCE WITH LAWS. WFI will at its own cost (a) comply with all federal, state and local laws, ordinances, regulations and orders with respect to its performance of the Services (collectively, the "laws"), (b) file all reports relating to the Services (including, without limitation, tax returns), (c) pay all filing fees and federal, state and local taxes applicable to WFI's business as the same shall become due, and (d) pay all amounts required under local, state and federal workers' compensation acts, disability benefit acts, unemployment insurance acts and other employee benefit acts when due. WFI will provide Tritel with such documents and other supporting materials as Tritel may reasonably request to evidence WFI's continuing compliance with this Section 5. WFI is liable to Tritel for all fines and penalties attributable to any acts of commission or omission by WFI, its employees and agents resulting from the failure to comply with laws. SECTION 6. INSURANCE. 6.1 COVERAGE REQUIREMENTS. WFI will procure and maintain, during the term of this Agreement, insurance of the following types and coverage amounts: (a) Workers compensation insurance in accordance with the provisions of the applicable workers compensation or similar law of the states applicable to WFI' personnel; (b) Comprehensive general liability insurance with minimum coverage of $1,000,000 combined single limit per occurrence for bodily injury or property damage, including coverage of liability assumed in this Agreement; (c) Automobile liability insurance insuring all owned, non-owned and hired automotive equipment in minimum combined single limit amounts of $1,000,000; (d) Umbrella coverage of not less than $4,000,000 combined single limit in excess of the coverage required in subsections (b) and (c) above; (e) Errors and omissions coverage of not less than $1,000,000 per occurrence. Tritel shall be named as additional insured under the insurance required under subsections (b), (c), (d), and (e). WFI shall provide Tritel with certificates of insurance evidencing the coverage required above. Such insurance will provide for 30 days prior written notice to Tritel in event of cancellation, non-renewal, or material changes in coverage. 6.2 CANCELLATION. WFI's insurance policies shall contain a provision that coverage afforded under the policies will not be canceled, changed in a manner to reduce coverage from the levels currently in effect or not renewed (unless replaced with equivalent coverage with an alternate carrier) until at least thirty days' prior written notice has been given to Tritel. A statement to this effect will Page 6 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. be included with WFI's insurance certificates. Certificates of insurance acceptable to Tritel shall be filed with Tritel prior to the commencement of WFI's Services. 6.3 WAIVER OF SUBROGATION. Tritel and WFI waive all rights against each other and against separate contractors, and all other subcontractors for damages caused by fire or other perils to the extent covered by Builder's Risk or any other property insurance purchased for the Project, except such rights as they may have to the proceeds of such insurance. 6.4 RISK OF LOSS. WFI will be liable for all loss or damage, other than ordinary wear and tear, to Tritel's property while in WFI's sole possession or control. In the event of any such loss or damage, WFI will pay Tritel the full current replacement cost of such equipment or property within [thirty (30) days] after its loss or damage. If replacement equipment is not readily available for acquisition by Tritel, WFI shall obtain, by lease or other means, equipment of equivalent functionality and provide such equipment to Tritel until permanent replacement equipment is available for acquisition by Tritel. 6.5 NO WORKERS' COMPENSATION LIMITATION ON INDEMNITY. In any and all claims against Tritel (or any contractor providing project or construction management services ("Project Management Contractor"), currently Bechtel Corporation) by any employee of WFI or anyone directly or indirectly employed by WFI or anyone for whose acts WFI may be liable, the indemnification obligations under Section 9 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for WFI under Workers' Compensation laws, disability benefit laws or other employee benefit laws. SECTION 7. OWNERSHIP AND USE OF PROPRIETARY MATERIALS 7.1 PROPRIETARY MATERIALS. As used in this Agreement, "Proprietary Materials" means all products, devices, computer programs, techniques, know-how, algorithms, procedures, discoveries or inventions, whether patentable or copyrightable and whether reduced to practice, and all materials, texts, drawings, specifications, source code, data and other recorded information, in preliminary or final form and on any media whatsoever, that (a) is within the scope of the Project or (b) reduced to practice, developed, discovered, invented or made by WFI during the term of this Agreement, whether solely or jointly with others, and solely for the purposes of performing the Services. 7.2 OWNERSHIP. Tritel will be the exclusive owner of all Proprietary Materials arising from WFI's performance of this Agreement. To the extent permitted under the U.S. Copyright Act (17 USC ss. 101 et seq., and any successor statute thereto), the Proprietary Materials will constitute "works made for hire," and the ownership of such Proprietary Materials will vest in Tritel at the time Page 7 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. they are created. To the extent the Proprietary Materials are not "works made for hire" under applicable copyright laws, WFI hereby assigns and transfers to Tritel all right, title and interest that WFI may now or hereafter have in the Proprietary Materials, subject to the limitations set forth in Section 7.4. WFI will promptly disclose to Tritel all Proprietary Materials. 7.3 FURTHER ACTS. WFI will take such reasonable action (including, but not limited to, the execution, acknowledgement, delivery and assistance in preparation of documents or the giving of testimony) as may be requested by Tritel to evidence, transfer, vest or confirm Tritel's right, title and interest in the Proprietary Materials. If testimony or other resources of WFI are required, WFI shall be compensated for personnel time at the hourly rates set forth in Exhibit B. 7.4 LIMITATION. Notwithstanding any other provision of this Agreement to the contrary, this Section 7 will not obligate WFI to assign or offer to assign to Tritel any of WFI's rights in an invention for which no equipment, supplies, facilities or trade secret information of Tritel was used and which was developed entirely on WFI's own time, unless the invention relates directly to the Project. 7.5 USE. Except as required for WFI's performance of the Services or as authorized in writing by Tritel, WFI will not use, disclose, publish or distribute any Proprietary Materials or remove any Proprietary Materials from Tritel's premises. WFI will hold all Proprietary Materials for Tritel in a secure place, limiting access thereto, and will deliver them to Tritel upon request and in any event upon the expiration or termination of this Agreement. 7.6 NON-INFRINGEMENT WARRANTY. WFI represents and warrants that any Proprietary Materials originating from WFI, and the exercise by Tritel of its rights hereunder with respect to the Proprietary Materials, will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract or other right or interest of any third party. 7.7 OTHER COMPANIES. During the course of providing the Services, WFI employees may use software and documentation created by other RF services companies. Each WFI employee who uses these software products must agree in writing to protect any confidential information they acquire through training on or use of these software products. 7.8 REMEDIES. WFI agrees that damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach of the provisions set forth in Sections 7.1 through 7.7, and that Tritel will be entitled, in addition to any other remedy it may have under this Agreement or at Page 8 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. law, to seek and obtain injunctive and other equitable relief, including specific performance of the terms of this Agreement without the necessity of posting bond. SECTION 8. NO CONFLICTING OBLIGATIONS. 8.1 OTHER AGREEMENTS. WFI's execution, delivery and performance of this Agreement will not violate any other employment, nondisclosure, confidentiality, consulting or other agreement to which WFI is a party or by which it may be bound. 8.2 THIRD-PARTY CONFIDENTIAL INFORMATION. WFI will not use, in the performance of the Services or the creation of any Proprietary Materials, or disclose to Tritel any confidential or proprietary information of any other person if such use or disclosure would violate any obligation or duty that WFI owes to such other person. WFI's compliance with this Section 8.2 will not prohibit, restrict or impair WFI's performance of the Services and it's other obligations and duties to Tritel. SECTION 9. INDEMNIFICATION. WFI shall indemnify, defend and hold Tritel (and Tritel's agents, legal representatives, officers, directors, shareholders and employees) harmless from all claims, damages, losses, costs, expenses (including reasonable attorneys' fees actually paid or incurred) and liabilities, including any amounts paid by the indemnified party in satisfaction of judgments, in compromise or as fines and penalties, arising out of or resulting from any claim, action, investigation or other proceeding (including any proceeding by any of WFI's employees, agents or subcontractors), actual or threatened, that is based upon (a) a default by WFI in the performance of its obligations under this Agreement, (b) any representation or warranty of WFI being untrue in any material respect, (c) the conduct of WFI's business, (d) any negligent act or omission of WFI, or (e) the infringement or misappropriation of any foreign or United States patent, copyright, trade secret or other proprietary right by the Proprietary Materials originating from WFI. SECTION 10. NONDISCLOSURE AGREEMENT As a condition to Tritel's obligations under this Agreement, WFI agrees to abide by all the terms and conditions of that certain Non-disclosure Agreement dated as of ___________, 1999, executed by and between Tritel and WFI (the "Non-disclosure Agreement"). SECTION 11. TERMINATION. 11.1 TERMINATION FOR CAUSE. Tritel may terminate this Agreement upon an Event of Default (defined below), provided, however, that as to any of the matters set forth in subparagraphs (iii) through (vii) of Section 13: (a) Tritel sends written notice to WFI describing the breach in reasonable detail, (b) WFI does not cure the breach within [CONFIDENTIAL TREATMENT REQUESTED] following its receipt of such notice, and (c) following the expiration of the [CONFIDENTIAL TREATMENT REQUESTED], Tritel Page 9 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. sends a second written notice to WFI indicating Tritel's desire to terminate this Agreement. If an Event of Default results from any of the matters set forth in subparagraphs (i) and (ii) of Section 13, Tritel's termination of this Agreement shall be effective upon giving notice of termination to WFI. WFI may terminate this Agreement upon Tritel's material breach of this Agreement, provided that (a) WFI sends written notice to Tritel describing the breach in reasonable detail, (b) Tritel does not cure the breach within [CONFIDENTIAL TREATMENT REQUESTED] following its receipt of such notice, and (c) following the expiration of the [CONFIDENTIAL TREATMENT REQUESTED], WFI sends a second written notice to Tritel indicating WFI's desire to terminate this Agreement. If Tritel terminates this Agreement for cause as described above, Tritel, without prejudice to any other remedy it might have, may terminate this Agreement and complete the Services by such means as Tritel deems fit. 11.2 TERMINATION FOR CONVENIENCE. Either Tritel or WFI may terminate this Agreement at any time upon ninety- (90) days' written notice to the other (a "Termination for Convenience"). Upon a Termination for Convenience by Tritel, WFI shall be compensated for any Services rendered but which have not been paid ("Unpaid Services") on a time and materials basis as set forth in Exhibit B, except to the extent that any Unpaid Services constitute a Milestone in which case payment shall be made in accordance with the Milestone schedule set forth in Exhibit B in addition to time and materials compensation for any such post-Milestone Unpaid Services. Upon a Termination for Convenience by WFI, WFI shall not be compensated for any Unpaid Services unless the Unpaid Services constitute a Milestone in which case payment shall be made in accordance with the Milestone schedule set forth in Exhibit B. 11.3 SURVIVAL. Sections 5 and 7 and Sections 9 through 24 (together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving termination of the Term) will survive for one year after the termination of the Term. SECTION 12. NOTICES. All notices given hereunder will be given (and shall be deemed to have been given upon receipt) in writing, will refer to this Agreement and will be personally delivered, sent by telecopy, by other electronic facsimile transmission or by registered or certified mail (return receipt requested) to the address set forth below the parties' signatures at the end of this Agreement. Any party may from time to time change such address by giving the other party notice of such change in accordance with this Section 12. A copy of each notice given hereunder to Tritel shall be given to James Neeld IV, Esq.; Young, Williams, Henderson & Fuselier, P.A.; 2000 Deposit Guaranty Plaza; Jackson, MS 39201. SECTION 13. EVENT OF DEFAULT. For the purposes of this Agreement, an "Event of Default" shall be if: Page 10 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. (i) At any time there shall be filed by or against WFI in any court a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of the property of WFI, and within forty-five (45) days from the filing date WFI fails to secure a discharge; or (ii) WFI makes an assignment for the benefit of creditors or petitions for or enters into an agreement or arrangement with its creditors; or (iii) WFI materially fails to prosecute the Services in accordance with the Acceptance Criteria, and therefore, fails to complete the Services entirely on or before any date established in the Progress Schedule for partial, substantial or final completion (except for delays for which WFI is entitled to additional time); or (iv) There is a material breach of any of WFI's representation or warranties contained in this Agreement or required to accompany any invoice rendered under this Agreement; or (v) WFI fails to supply sufficient labor, material and/or equipment so as to complete the Services in accordance with the Progress Schedule, unless such delay is excused in accordance with Section 1.9; or (vi) WFI performs defective work and fails to correct promptly and properly such defective work; or (vii) Without limitation, WFI fails to perform any material provision of this Agreement. SECTION 14. ASSIGNMENT WFI may assign this Agreement, in whole nor in part, without Tritel's prior written consent to (a) any corporation or other entity resulting from any merger, consolidation or other reorganization to which WFI is a party, (b) any corporation, partnership, association or other entity or person to which WFI may transfer all or substantially all of the assets and business of WFI existing at such time, or (c) any subsidiary of or entity under common control with WFI. Tritel may assign its rights hereunder to (a) any corporation or other entity resulting from any merger, consolidation or other reorganization to which Tritel is a party, (b) any corporation, partnership, association or other entity or person to which Tritel may transfer all or substantially all of the assets and business of Tritel existing at such time or to which all or part of the system to which the Project relates is assigned , or (c) any subsidiary of or entity under common control with Tritel. Upon any such assignment by Tritel and the full and unconditional assumption by such assignee of all of Tritel's obligations hereunder arising after such assignment, Tritel shall be released and free from any obligation or liability under this Agreement arising after such assignment. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Page 11 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. SECTION 15. PERSONNEL The terms and conditions of this Agreement will be binding upon each party's respective employees, agents, contractors and affiliates. SECTION 16. WAIVERS No delay or failure by any party hereto in exercising or enforcing any of its rights or remedies hereunder, and no course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver by a party hereto of any right or remedy in a particular instance or will not constitute a waiver thereof in any other instance. All rights and remedies will be cumulative and not exclusive of any other rights or remedies. SECTION 17. AMENDMENTS No amendment, waiver or discharge of any provision of this Agreement will be effective unless made in writing that specifically identifies this Agreement and the provision intended to be amended, waived or discharged and signed by Tritel and WFI. Each such amendment, waiver or discharge will be effective only in the specific instance and for the specific purpose for which given. SECTION 18. APPLICABLE LAW This Agreement and each of the documents referred to herein shall be interpreted, construed, applied and enforced in accordance with the laws of the State of Mississippi, without regard to any rules governing conflicts of laws. Subject to the requirement of Section 21 below, any action to enforce arising out of, or relating in any way to, any of the provisions of this Agreement may be brought and prosecuted only within such court or courts located in the State of Mississippi as is provided by law; and the parties consent to the jurisdiction of said court or courts located in the State of Mississippi and the service of process by registered mail, return receipt requested, or by any other manner provided by law. SECTION 19. SEVERABILITY If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, for any reason, then, to the full extent permitted by law (a) all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability will not affect the jurisdiction of any court or arbitrator thereover and such court or arbitrator, as applicable, will have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. SECTION 20. ENTIRE AGREEMENT This Agreement and the Non-disclosure Agreement, including the exhibits and schedules hereto and thereto, constitute the entire agreement between the parties with respect to their subject matters, and all prior or contemporaneous oral or written communications, Page 12 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. understandings or agreements between the parties with respect to such subject matters are hereby superseded in their entireties. SECTION 21. DISPUTES 21.1 AGREEMENT TO ARBITRATE. If not settled by the parties pursuant to good faith negotiations, all claims, disputes and matters in question arising out of, or relating to, this Agreement or any claimed breach of this Agreement, , shall be decided by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect unless the parties mutually agree otherwise. This agreement to arbitrate shall be specifically enforceable. 21.2 DEMAND FOR ARBITRATION. Notice of demand for arbitration shall be filed in writing with the other party to this Agreement and with American Arbitration Association. The demand for arbitration shall be made within thirty (30) days after written notice of the claim, dispute or other matter in question has been given, and in no event shall it be made after the time when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations, whichever occurs first. The location of the arbitration proceeding shall be Jackson, Mississippi. 21.3 AWARD. The award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. 21.4 EXCEPTIONS. This agreement to arbitrate shall not apply to any claim of contribution or indemnity asserted by one party of this Agreement against the other party and arising out of an action brought in a state or federal court or in arbitration by a person who is under no obligation to arbitrate the subject matter of such action with either of the parties to this Agreement, or who does not consent to such arbitration. SECTION 22. COUNTERPARTS. This Agreement may be executed in two or more counterparts that together shall constitute a single agreement. SECTION 23. HEADINGS. The headings contained in this Agreement are for ease of reference and shall not affect the interpretation or meaning of this Agreement. Page 13 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. SECTION 24. PUBLICITY. So long as this Agreement is in effect, neither WFI nor any of its affiliates, officers, directors, employees or agents shall issue any press release or otherwise make any public statement with respect to the existence of this Agreement or the subject matter of this Agreement without the prior written consent of Tritel. The parties have executed this Agreement as of the date first set forth above. TRITEL COMMUNICATIONS, INC. By:_____________________________________ Name: Bill Arnett Its: President ADDRESS: 1410 Livingston Lane Jackson, Mississippi 39213-8003 Attn.: Jerry M. Sullivan, Jr. WIRELESS FACILITIES, INC. By:______________________________________ Name: Dr. Masood Tayebi Its: President ADDRESS: 9805 Scranton Road, Suite 100 San Diego, CA 92121 Attn.: Dr. Masood Tayebi, President Page 14 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT A GENERAL DESCRIPTION OF SERVICES A.1 RF ENGINEERING SERVICES WFI specializes in the design, development and implementation of advanced wireless communications systems. The firm offers full-service engineering consulting for system design, implementation and optimization. Listed below are the major engineering activities and key deliverables (broken down into three major phases) to be provided by WFI to Tritel regarding Tritel's proposed TDMA IS-136 PCS system. All RF Engineering services shall be performed in accordance to specifications set forth in the Tritel Approved RF Engineering Guidelines. This Agreement is contingent upon Tritel and WFI reaching a consensus on design methodology and acceptance criteria within [10 days] from the execution of this Agreement. A.1.1 PHASE I -RF ENGINEERING SERVICES - INITIAL RF DESIGN RF design using a basic cell-planning grid, which attempts to meet the technical design, objectives. This design stage includes cell counts, basic propagation analysis, and a detailed design document. A consensus allows the RF designer to proceed to the next design step. Major Engineering Activities: o Establish and Finalize Design Criteria o Perform Detailed Demographic/Traffic Data Analysis o Complete Propagation Model Validation o Complete System Design and Demand Analysis o Complete Site Verification/Survey o Analyze Drive Test Measurements o Complete Nominal System Design Key Deliverable: Search Area Maps that detail for each site: Latitude / longitude, AMSL ground elevation, address, coverage objectives and preliminary site design recommendations (tower height, ERP, etc.). Handoff: Site Acquisition Page 15 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. Phase 1 Interim Deliverables: o Market Visit Report that further describes market's demographic profile but also includes data on business expansion and development, and recent population shifts. Potential sites for propagation model validation drive testing are identified. o Drive Test and Propagation Model Validation Data that provides a detailed coverage and propagation analysis (i.e. path loss per decade, 1 mile intercept, slope, scattergrams, etc.). This data can be used to generalize the propagation environment for similar morphological and terrestrial arc as within the market, thereby providing Tritel with a more refined and accurate RF prediction-modeling tool. o Detailed Terrain Analysis Report for the markets under design. This analysis will include identification of locations that may drastically affect RF propagation and coverage. o Preliminary Phase I Initial RF Design Document that includes the estimated number of cell sites, best server plots and coverage maps for each market. Final demographic data, terrain analysis and preliminary traffic analysis if applicable. Page 16 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. A.1.2 Phase II - RF Engineering Services - Final RF Design and Implementation Major Engineering Activities: o Evaluate real world sites and collocation possibilities o Rank Candidate Sites o Analyze Drive Test Measurements o Engineering Analysis of Engineered Sites o Provide RF engineering information required for FCC/FAA filings o True-up design -Validate Sites o Evaluation microwave incumbent cases o Develop Preliminary Frequency Coordination o Ensure that special design considerations and growth strategies are being addressed KEY DELIVERABLE: APPROVED SITES Handoff: Site Acquisition, Site Construction Phase II Interim Deliverables: o Candidate Evaluation Report that describes candidate sites submitted by site acquisition which were evaluated on a per design site basis. The report will also provide a detailed description of why each site was approved or disapproved for final consideration. o Candidate Evaluation Drive Data that provides detailed coverage information and test configuration setup. [Drive testing for up to [CONFIDENTIAL TREATMENT REQUESTED] of the candidate sites is included in the fixed rate pricing.] Additional tests authorized by Tritel shall be billed at a fixed rate per test. o Modified RF Network Design pursuant to approved leased candidates and collocation to be included in the final RF Networking Design. This design will include sites that have passed zoning and are inline for permanent placement within the system design. o Final RF Networking Design that includes coverage, complete frequency coordination and future issues associated with the design. Page 17 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. A.1.3 Phase III - RF Engineering Services - Network Optimization Major Engineering Activities: o Create System Optimization Procedures o Perform System Wide Testing and Integration o Perform system wide interference analysis testing o Perform Network Optimization o Complete Frequency Coordination o Complete Interference Testing from Non-Relocated Market Incumbents KEY DELIVERABLE: SYSTEM AVAILABLE FOR COMMERCIAL SERVICE Handoff: Operations Phase III - Interim Deliverables: o RF Network System Optimization Guidelines and Procedures Manual that includes descriptions of key system parameters, procedures for adjusting parameters and processes for solving various system problems. o RF Networking System Optimization Report detailing the current system parameter settings and the solutions which were provided to resolve system problems. Identify site-specific RF performance characteristics. Page 18 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT B COMPENSATION B.1 PRICING SUMMARY: B.1.1 Fixed Rate Pricing WFI shall perform the Services for Tritel as described in Exhibit A, Section A.1. The Fixed Rate Pricing set forth below (which shall apply under this Agreement unless Tritel elects to procure Services on a time and materials basis as outlined in Section B.1.3) is on a "per site" basis. WFI shall perform the Services for all "effective base stations" that Tritel builds in the Markets in which Tritel has engaged WFI, as listed in Exhibit G. The fixed rate pricing listed below is expressly based upon WFI's performing the Services for all effective base stations in all such Markets, and upon WFI's performing all three phases of RF Engineering Services outlined herein. An "effective base station" shall mean either (a) the provision of Services equaling approximately one hundred percent (100%) of the RF engineering services required to provide RF Design, Implementation and Optimization to construct and place in commercial service one (1) cell site within Tritel's system, or (b) the provision of Services equaling less than one hundred percent (100%) of the RF engineering services required to provide RF Design, Implementation and Optimization to construct and place in service more than one (1) cell site but which in the aggregate total approximately one hundred percent (100%) of Services required to construct and place in commercial service an average cell site within Tritel's total system. [FIXED RATE PRICING PER SITE] [CONFIDENTIAL TREATMENT REQUESTED] Page 19 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. B.1.2 Volume Purchase Commitment Section A.1 for a minimum of [CONFIDENTIAL TREATMENT REQUESTED] effective base stations. At Tritel's election, WFI may also be engaged under this Agreement to complete additional effective base stations as assigned by Tritel at the same per site price. B.1. 3 Hourly Engineering Services Rates THE FOLLOWING RATES WILL APPLY FOR SERVICES PERFORMED ON A TIME AND MATERIAL BASIS, IF APPLICABLE, AND ARE GOOD THROUGH DECEMBER OF 1999. [CONFIDENTIAL TREATMENT REQUESTED] Page 20 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. B.2 TEST EQUIPMENT CHARGES: Listed below are the components whose costs are included in the fixed Rate Pricing of Section B.1.1. This equipment is necessary to perform testing for propagation model validation, clear channel verification and candidate evaluation. [CONFIDENTIAL TREATMENT REQUESTED] The cost for additional candidate site tests is [CONFIDENTIAL TREATMENT REQUESTED]. B.3 BOOM TRUCK RENTAL FEES: At Tritel's request, WFI shall provide a boom truck platform, operator, fuel, and insurance to be utilized in conjunction with propagation model and candidate evaluation testing. WFI will provide these items [CONFIDENTIAL TREATMENT REQUESTED] [CONFIDENTIAL TREATMENT REQUESTED] Extraordinary travel required by Tritel outside of travel between the designated markets will be billed at [CONFIDENTIAL TREATMENT REQUESTED]. Page 21 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. B.5 OFFICE EXPENSES: Office space and all utility costs are not part of this proposal for all markets outside of San Diego, CA. WFI will require access to a data network, a plotter, color printer, fax machine, and laser printer. Shipping, supplies, and copying capabilities to be provided by Tritel at its sole expense. WFI will provide the following equipment and software required to complete the Project. o WIZARD(R) RF Prediction and Modeling Tool o MAPINFO Software o MAPINFO Databases (Census, Demographic, Traffic) o Computers - (minimum requirements: 133 MHz, Pentium, 32 MB RAM) o Laptop computers - (minimum requirements: 100 MHz, Pentium, 16 MB RAM) [CONFIDENTIAL TREATMENT REQUESTED] Page 22 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. B.8 TERMS OF PAYMENT WFI's payment terms are Net 30 days upon Tritel's receipt of invoice, unless Tritel elects the financing option set forth in the Agreement. Fixed Rate Billing is based on [a 15-month duration] of work as to each market assigned to WFI by Tritel during the term of this Agreement. Pricing beyond that time frame will be based on WFI's Hourly rate set forth in Section B.1.3. Invoices shall be rendered to the following milestone. RF Engineering and Project Management Services Payment Milestones Milestone: Fee: - --------- --- [CONFIDENTIAL TREATMENT REQUESTED] Invoices shall initially be based on the parties' mutual good faith estimate of the total cell sites required in the market(s) in which Services have been commenced and which are the subject of the invoices ("Initial Invoices"). If actual cell site counts differ from the estimated count used to calculate Initial Invoice amounts: I) The excess amount invoiced, if any, shall be payable by WFI to Tritel within 30 days of receipt of WFI's adjusted invoice. i) Shall be applied as a credit towards future invoices. [CONFIDENTIAL TREATMENT REQUESTED] II) The amount of deficiency in the invoice total, it any, shall be payable by Tritel as follows: i) if the Initial Invoice terms were net 30, like terms apply; [CONFIDENTIAL TREATMENT REQUESTED] As soon as the actual number of cell sites to be constructed in such markets in determined by Tritel invoices shall thereafter be based on the actual cell site count rather than the estimate. B.9 CONDITIONS AND CONSIDERATIONS The following conditions and specific assumptions apply to the fixed rate pricing under this Agreement: o WFI requires [CONFIDENTIAL TREATMENT REQUESTED] from issuance of Purchase Order. o WFI assumes a [CONFIDENTIAL TREATMENT REQUESTED] schedule per market based on FAA tower height approval process. o Fixed rate pricing assumes the following: 1. Completion of all associated tasks in a [CONFIDENTIAL TREATMENT REQUESTED] period. Delays beyond such period directly attributable to equipment vendors, zoning entries, FAA, FCC or regulatory bodies or to Tritel's internal delays will result in charges on a time and materials basis. Page 23 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. 2. Propagation Model Validation testing at a maximum of 15% of the total Project sites. 3. Evaluation of up to [CONFIDENTIAL TREATMENT REQUESTED] viable candidates submitted by site acquisition personnel per Search Area. 4. Drive testing of up to [CONFIDENTIAL TREATMENT REQUESTED] of the total sites will be performed for candidate evaluation. If requested by Tritel, additional tests can be performed at the rate specified in Section B.2. 5. Caravan of 1 site per search area. 6. Use of Wizard (R) propagation software for the specified duration of this Project is included. Use of another tool and any Unix workstations required for the tool would be at a straight pass-through charge to Tritel. [CONFIDENTIAL TREATMENT REQUESTED] o Tritel will provide WFI personnel access to full office workspace outside of San Diego, CA at Tritel's sole expense. o Tritel will provide Letters of Intent for sites to be used in Propagation Model Validation testing. o Crane rental charges are optional services available to Tritel as specified in Section B.3. o Technology-specific phones and test equipment required for network optimization is not included. o FAA filing and authorization is excluded. o IM testing and Electromagnetic Exposure testing is excluded. o If WFI is required to redesign the initial search rings, a change order will be issued from WFI specifying out of scope changes. Additional payments will be billed on a time and material basis. Page 24 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT C GENERAL MILESTONE AND ACCEPTANCE CRITERIA SCHEDULE Milestone Completion and Acceptance Criteria of RF Engineering Deliverables for Tritel Wireless Markets. The following conditions, when fulfilled, define Milestone completion and acceptance criteria for the Services ("Acceptance"). Tritel acknowledges and accepts that failure to adhere to the Acceptance Criteria unless otherwise authorized in writing by WFI shall constitutes waiver for all Tritel's claims against WFI for subsequent delays or failures in network performance. Acceptance Criteria: MILESTONE NO. 1 NOMINAL RF DESIGN i. Tritel will designate a single contract to provide authorized acceptance and final approvals of all WFI deliverables. ii. Tritel and WFI must create and mutually agree upon market by market design criteria prior to the initiation of design activities, including service levels, reliability margins, coverage objectives, subscriber counts and planned system growth. iii. Tritel, WFI and Tritel's designated equipment vendor must agree on equipment performance specifications to be utilized in the design of Tritel's network prior to the initiation of design activities. Final responsibility for all equipment performance issues remains with Tritel's designated equipment vendor. iv. Tritel and WFI will mutually agree on Computer-aided design tools to be utilized during the design of Tritel's markets. v. WFI will recommend at its discretion the appropriate quantity of sites required for Propagation Model Validation (PMV) Tests in individual markets in order to calibrate industry accepted computer-aided simulation models utilized in the design of Tritel's markets. Tritel is responsible for providing timely permission to access to selected PMV sites via its designated Site Acquisition Contractor. Tritel is responsible for providing clear frequencies for use by WFI in PMV testing, errors resulting from non-clear frequencies provided to WFI resulting in erroneous PMV data will be Tritel's responsibility. vi. WFI will make available to Tritel for its approval the nominal RF design of individual markets, including link budgets, model parameters, antenna specifications and expected coverage criteria during a formal design review prior to issuance of Search Area Maps to Tritel's designated Site Acquisition Contractor. MILESTONE NO. 2 SEARCH AREA MAPS Page 25 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. i. Issuance of Search Area Maps MILESTONE NO. 3 SITE ACCEPTANCE i. Information for site candidates will be provided in a format mutually agreed to by WFI, Tritel and its designated Site Acquisition Contractor. WFI will be responsible for approval or disapproval of proposed candidates within a mutually agreed to review interval. ii. Tritel or its designate will provide timely access to all candidate sites required by WFI for candidate testing during the site approval process. iii. Any design criteria exceptions will be mutually agreed upon between WFI and Tritel and Tritel's equipment vendor if appropriate. Design criteria exceptions include, but are not limited to: Antenna Radiation Centerline Heights, Antenna Orientations, Site locations outside of specified search area, Antenna Placement and deviation from recommended site validation activities. iv. WFI and Tritel will mutually agree upon a format for delivering required information for FCC and FAA filings. MILESTONE NO. 4 OPTIMIZATION i. Tritel will provide WFI with available cleared spectrum on a market by basis for use in frequency planning activities. Available spectrum must be sufficient to support a mutually agreed upon frequent reuse plan to meet approval channel counts. ii. WFI will make available to Tritel for its approval the final RF design of individual markets, including link budgets, model parameters, antenna specifications, expected coverage criteria, final frequency plan and traffic channel plan during a formal design review prior to initiation of frequency planning activities. iii. Performance of antennas within specified operational perimeters are the sole responsibilities of the antenna vendor. iv. WFI, Tritel and Tritel's equipment vendor will mutually agree on a format for required equipment database information v. WFI, Tritel and Tritel's equipment vendor will mutually agree to an Optimization Test Plan developed by WFI. vi. WFI will not initiate cluster-testing activities until all sites have completed Tritel's vendor commissioning process. vii. Delays in optimization due to equipment failure, installation problems or construction defects will be the responsibility of Tritel's designated vendors. viii. Delays in optimization due to failure to implement required engineering parameter changes will be the responsibility of Tritel or its designated operations agent. ix. WFI requires remote access to switch databases in order to verify engineering parameter changes.7 x. Optimization Tests will be performed on baseline drives of primary routes within the established service area, operating to the established design criteria. Page 26 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT D SCOPE OF SERVICES FOR MICROWAVE RELOCATION SERVICES I. MICROWAVE RELOCATION SERVICES WFI, utilizing Comsearch IQ Clear (R), a spectrum sharing tool procured and provided by WFI, will supply to Tritel all labor, services, resources, and consultation necessary to perform the following four (4) tasks: 1.) Spectrum Sharing Engineering Study and Analysis and Initial Market Assessment, 2.) Negotiations and Program Management 3.) Drive Test Frequency Selection and 4.) Prior Coordination Notices as described below (collectively "Services") and assigned pursuant to a work order (each, a "W.O") issued by Tritel and accepted by WFI, a sample of which is attached hereto as Exhibit F. 1. SPECTRUM SHARING ENGINEERING STUDY AND ANALYSIS AND INITIAL MARKET ASSESSMENT WFI will perform spectrum-sharing studies, as required, for selected frequency block(s), in each assigned BTA, based on RF design information provided by Tritel. If an RF design is not available, WFI will utilize traffic based cell lay out to conduct the initial analysis. WFI will utilize the results of the analysis in performing the following steps as required to complete assessment of interfering paths/incumbents identified in the spectrum sharing study including status and initial budgetary analyses for each path. A. SERVICE DESCRIPTION 1. Spectrum Sharing Analyses. WFI will perform spectrum-sharing studies, as required, for each assigned BTA and frequency block. The study will be based on RF design information provided by Tritel or on a traffic based cell layout, and will identify all microwave paths that could affect or be affected by Tritel's proposed PCS systems, based on FCC guidelines on interference avoidance. 2. Review and Catalog Path Data. Review information from the spectrum sharing analysis on a per market and per incumbent basis for both co-channel and adjacent channel paths. Information such as number of links, equipment and modulation type, capacity, site names and locations for each path will be logged for use during negotiations and relocation program management. 3. Review of Incumbent Data. WFI will review incumbent system data on a per link basis and compare the information against FCC database information to determine whether the incumbent is operating on a primary status with a current license. 4. Path Status Verification and Initial Incumbent Assessment. WFI will contact each incumbent to confirm database information, verify path status, i.e. active, negotiated, or decommissioned. If the incumbent has not entered into an agreement with another PCS licensee, then WFI will assess the incumbent's willingness to negotiate, identify strategic information, and discuss preliminary relocation options. 5. Assessment of Previously Negotiated Paths. WFI will attempt to obtain the terms and status of each relocation agreement entered into between an incumbent and other PCS licensee(s). WFI will attempt to obtain a copy of the agreement, provided that it is not Page 27 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. protected by a non-disclosure agreement. WFI will determine whether the dates agreed upon in the relocation agreement meet Tritel's requirements. 6. Estimate Comparable Relocation Costs. Estimate relocation costs on a per incumbent and per market basis for paths that are determined to be active or co-channel paths that have been negotiated and/or relocated. Information such as system type and architecture, number of links required to be relocated, tower heights and typical system usage will be used to develop the cost estimates. 7. Route Mapping. Develop route maps on a per incumbent and per market basis delineating co-channel and adjacent channel active paths. Deliverables: WFI will provide Tritel with periodic reports containing the following information: 1. Copies of FCC licenses for each identified path; 2. Comparable cost documentation for each active path or for each co-channel paths which have been negotiated and/or relocated; 3. Detailed budgetary cost analysis on a per BTA and frequency block basis; 4. Route maps; and 5. Frequency relocation contract templates 2. NEGOTIATIONS AND PROGRAM MANAGEMENT Service Description 1. Introductory Mailing. WFI will identify the proper technical and negotiation contact for each incumbent and send an introductory mailing packet containing general information on microwave relocation and specific information about Tritel and its proposed course of action. 2. Negotiation Parameters. WFI will work with Tritel to develop negotiation parameters. These parameters should be established prior to the commencement of negotiations so that settlements may be negotiated expeditiously. 3. Development of Negotiation Strategies. WFI will work with Tritel to develop optimal negotiation strategies for each incumbent and market. These strategies will be based upon the size and location of each incumbent's network, considering whether the incumbent is present in multiple Tritel markets, Tritel's priorities and its willingness to provide various relocation alternatives. 4. Initiate Negotiations. WFI will negotiate with incumbent to reach an agreement that conforms to Tritel's relocation schedule and cost parameters. 5. Additional Negotiation and Finalization of Agreement for Amended Relocation Dates. If a path has been negotiated by another PCS licensee, but the relocation date(s) are unacceptable to Tritel, then WFI will initiate negotiations with the incumbent, other PCS licensee(s) or both to alter the unacceptable relocation dates and bring them into conformity with Tritel's relocation priorities. Page 28 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. 6. Negotiation Strategy. WFI will re-assess negotiation parameters and strategies as required based on discussions with incumbents, additional information obtained from incumbent meeting, and any modifications to Tritel's deployment schedule 7. Contract Templates. Tritel's inside counsel shall review and modify, as required, the contract templates that WFI provided to Tritel. These pre-approved contract templates are essential for enabling WFI to conclude negotiations in an efficient and expedient manner. 8. Finalize Relocation Terms. WFI will provide the proposed business terms to Tritel for approval. 9. Finalize Relocation Agreement. Once Tritel has approved the business terms, WFI, shall work with Tritel's counsel to facilitate the negotiation and execution of the final relocation agreement between Tritel and the incumbent. 10. Frequency Coordination. WFI will order frequency coordination. If required, WFI will prepare the required FCC license applications for incumbent's signature and submit such applications to the FCC 11. Detailed Relocation System Design. WFI will order engineering services required to design and engineer the microwave path including path and site surveys and network system design. 12. Third Party Proposals. WFI will obtain and review third party proposals for equipment and/or services, including but not limited to construction, installation, testing and training and other services required to implement the turnkey replacement and make a recommendation to Tritel as to which proposal to accept. 13. Tower Stress and Foundation Analysis. WFI will order any required tower and foundation analyses. WFI will coordinate and program manage the entire process. 14. Tower Options Analysis. WFI will review results of the tower and/or foundation analysis and based on the recommendation made by the Supplier, determine most cost-effective option such as structural strengthening, replacement, or alternate courses of action. 15. Leased Facilities. In the event that an incumbent transfers its operations to leased facilities and requests Tritel's assistance in the transfer, WFI will coordinate the transfer of the facilities to alternate leased by the scheduled decommissioning date 16. Relocation Plan. WFI will develop a relocation plan that sets forth detailed relocation requirements including equipment procurement requirements, time line requirements, system performance requirements and detailed installation requirements. These detailed installation requirements will include testing, acceptance, and commissioning requirements. 17. Installation Feasibility Analysis. WFI, in coordination with a third party equipment supplier and installer, will conduct an installation feasibility analysis in order to identify detailed installation requirements and to ensure that decommissioning objectives are met. 18. Installation Oversight. WFI will supervise the installation of the replacement system to ensure that the old system is decommissioned on schedule and that the incumbent is satisfied with the installation of the replacement system. Page 29 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. 19. Tower Modification Oversight. WFI will monitor third party Suppliers' performance to ensure timely completion of their obligations. 20. Documentation Review. WFI will review "as-built" documentation prepared by third party Suppliers, verify completion of third party supplier contractual requirements, and recommend to Tritel to proceed with final payment based on acceptance criteria. 21. Incumbent Acceptance. WFI will obtain final incumbent acceptance of equipment and facility installation. WFI will ensure incumbent's satisfaction that the contractual obligations by Tritel and its subcontractors (if applicable) have been met 22. Final Cost Documentation. WFI will provide Tritel with a final accounting of the costs incurred to perform the turnkey relocation project 23. Monitoring of Incumbent's Performance Obligations. For paths that resulted in a cash transaction between Incumbent and Tritel, WFI will monitor incumbent to ensure compliance with contractual obligations and report such status to Tritel. 24. Decommissioning Notification. WFI will notify Tritel of completion of the relocation and provide Tritel with copies of FCC Form 415s and/or FCC licenses indicating that the 2 GHz frequencies have been removed and decommissioned. B. Deliverables WFI will provide Tritel the following deliverables on a per incumbent basis: 1. Signed offer letter; 2. Executed contract between incumbent and Tritel; 3. Periodic reports containing the status on incumbent compliance with the frequency relocation agreement including status on path decommissioning. 4. Where applicable, WFI shall provide to Tritel the following information: a) Test reports; b) Procurement documentation; c) Project management reports; d) Equipment test certification; e) Photos, drawings and other information obtained from site visits f) Cut-over documentation; and g) Equipment removal certification. 5. WFI shall provide Tritel with copies of FCC Form 415s for decommissioned paths. Page 30 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. 3. Drive Test Frequency Selection WFI will complete the spectrum analysis and provide Tritel with the required drive test frequencies for the assigned BTS locations (if a non-interfering frequency is available). 4. Prior Coordination Notices WFI will prepare Prior Coordination Notices (PCN(s)), mail PCNs to incumbents and clearinghouses, and coordinate responses and objections to PCNs, as required. Typically one PCN mailing will be required for each BTA, unless considerable RF engineering design changes occur later in the pre-launch phase. As a result of RF design changes, additional PCN(s) will be performed as required. 5. Cost Sharing Support WFI will support Tritel in cost sharing negotiations with PCS licensees for those co-channel paths that have been relocated by these licensees (the "PCS Relocators"). WFI will analyze the reimbursement amount requested by a PCS Relocator and the supporting itemized cost documentation provided by the PCS Relocator and evaluate its validity with respect the FCC's cost-sharing rules. WFI will support Tritel in negotiations to ensure Tritel pays the appropriate amount for its reimbursement obligations as per the FCC's rules. If necessary and if there is no conflict of interest (i.e. WFI has not been contracted to negotiate on behalf of the PCS Relocator), WFI will negotiate directly with the PCS Relocator to determine the appropriate reimbursement amount. Page 31 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT E PRICING AND PASS THROUGH EXPENSES FOR MICROWAVE RELOCATION SERVICES [CONFIDENTIAL TREATMENT REQUESTED] B. PAYMENT TERMS: 1) GENERAL a) Tritel shall pay invoices within thirty days of receipt 2) SPECIFIC (1) Spectrum Sharing Engineering Study and Analysis and Initial Market Assessment (2) WFI will submit an invoice upon submission of applicable deliverable items b) Negotiations and Program Management (1) WFI will submit an invoice for [CONFIDENTIAL TREATMENT REQUESTED] for the applicable path(s) upon execution of an agreement with the incumbent (2) WFI will submit an invoice for the remaining [CONFIDENTIAL TREATMENT REQUESTED] for the applicable paths(s) once the path has been decommissioned and upon submitting applicable deliverable items. c) Drive Test Frequency Selection (1) WFI will submit an invoice on a monthly basis for all drive test frequency selections completed during that month. d) Prior Coordination Notices (1) WFI will submit an invoice upon submitting applicable deliverable items. e) Cost Sharing Support (1) WFI will submit an invoice for [CONFIDENTIAL TREATMENT REQUESTED] for the applicable path(s) upon assignment of such paths by Tritel. (2) WFI will submit an invoices on a per path basis for the remaining [CONFIDENTIAL TREATMENT REQUESTED] of the service fee for the applicable paths(s) upon completion of negotiations and an agreement as to the reimbursement amount. C. EXPENSE REIMBURSEMENT The pricing set forth above includes WFI's Services only and does not include additional expenses incurred in completing the microwave replacement. Tritel shall reimburse WFI for the cost of any expenses incurred by WFI. The list below sets forth the estimates for the type of expenses that may be incurred: ACTIVITY TYPICAL COST -------- ------------ [CONFIDENTIAL TREATMENT REQUESTED] Page 32 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. For reimbursable expense items that are less than [CONFIDENTIAL TREATMENT REQUESTED] WFI shall invoice Tritel promptly upon completion of the event for which reimbursement is sought. For reimbursable expense items that are equal to or greater than [CONFIDENTIAL TREATMENT REQUESTED], WFI shall prepare and submit to Tritel a purchase requisition and Tritel shall pay the third party supplier directly. Page 33 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT F SAMPLE WORK ORDER WORK ORDER NO.:___ DATE: Tritel Communications, Inc. ("Tritel") on this _____ day of __________, 199__ hereby requests that Wireless Facilities, Inc. ("WFI") provide the services set forth below (the "Services") subject to the terms and conditions set forth herein and in accordance with the provisions of the Services Agreement dated ____________________ or any subsequent Microwave Relocation Services Agreement (the "Agreement") by and between Tritel and WFI, according to the following terms: 1. ASSIGNMENT: 2. DESCRIPTION OF SERVICES: 3. SERVICE FEE: 4. PAYMENT SCHEDULE: 5. PASS THROUGH EXPENSES Tritel shall reimburse WFI for pass through expenses as set forth in Exhibit B of the Letter of Agreement. 6. COMMENCEMENT OF SERVICES: WFI shall commence performance of the Services immediately upon full execution of this W.O. 7. INCORPORATION: This W.O. shall be appended to the Letter of Agreement or the Agreement and is incorporated therein by reference. All of the terms and conditions of the Letter of Agreement or the Agreement shall apply to the provision of Services hereunder; however, in case of conflict, the terms of this W.O. shall govern. TRITEL COMMUNICATIONS, INC. WIRELESS FACILITIES, INC. - ------------------------- --------------------------- - ------------------------- --------------------------- Print Name Print Name - ------------------------- --------------------------- Title Title Page 34 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EXHIBIT G TRITEL MARKETS ASSIGNED TO WFI
PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN TRADING TRADING STATISTICAL AREAS AREAS AREAS AND RURAL SERVICE (MTA) (BTA) AREAS (MSA/RSA) Louisville Clark Indiana 26 263 37 ================================================================================================== ================================================================================================== Louisville Crawford Indiana 26 263 410 ================================================================================================== ================================================================================================== Louisville Floyd Indiana 26 263 37 ================================================================================================== ================================================================================================== Louisville Harrison Indiana 26 263 410 ================================================================================================== ================================================================================================== Louisville Jefferson Indiana 26 263 411 ================================================================================================== ================================================================================================== Louisville Scott Indiana 26 263 411 ================================================================================================== ================================================================================================== Louisville Washington Indiana 26 263 410 ================================================================================================== ================================================================================================== Louisville Adair Kentucky 26 263 447 ================================================================================================== ================================================================================================== Louisville Anderson Kentucky 26 252 446 ================================================================================================== ================================================================================================== Louisville Bath Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Bourbon Kentucky 26 252 116 ================================================================================================== ================================================================================================== Louisville Boyle Kentucky 26 252 448 ================================================================================================== ================================================================================================== Louisville Breathitt Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Breckinridge Kentucky 26 263 445 ================================================================================================== ================================================================================================== Louisville Bullitt Kentucky 26 263 37 ================================================================================================== ================================================================================================== Louisville Carroll Kentucky 26 263 449 ================================================================================================== ================================================================================================== Louisville Clark Kentucky 26 252 116 ================================================================================================== ================================================================================================== Louisville Edmonson Kentucky 26 52 445 ================================================================================================== ================================================================================================== Louisville Estill Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Fayette Kentucky 26 252 116 ================================================================================================== ================================================================================================== Louisville Fleming Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Franklin Kentucky 26 252 449 ================================================================================================== ================================================================================================== Louisville Garrard Kentucky 26 252 448 ================================================================================================== ================================================================================================== Louisville Grayson Kentucky 26 263 445 ================================================================================================== ================================================================================================== Louisville Green Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Hardin Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Harrison Kentucky 26 252 449 ================================================================================================== ================================================================================================== Louisville Hart Kentucky 26 263 447 ================================================================================================== ================================================================================================== Louisville Henry Kentucky 26 263 449 ================================================================================================== ================================================================================================== Louisville Jackson Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Jefferson Kentucky 26 263 37 ================================================================================================== ================================================================================================== Louisville Jessamine Kentucky 26 252 116 ================================================================================================== ================================================================================================== Louisville Knott Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Larue Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Lee Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Leslie Kentucky 26 252 453 ================================================================================================== ================================================================================================== Louisville Lincoln Kentucky 26 252 448 ================================================================================================== ================================================================================================== Louisville Madison Kentucky 26 252 448 ================================================================================================== ================================================================================================== Louisville Magoffin Kentucky 26 252 451 ================================================================================================== ================================================================================================== Louisville Marion Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Meade Kentucky 26 263 445 ================================================================================================== ================================================================================================== Louisville Menifee Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Mercer Kentucky 26 252 446 ================================================================================================== ================================================================================================== Louisville Montgomery Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Morgan Kentucky 26 252 451 Page 35 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN TRADING TRADING STATISTICAL AREAS AREAS AREAS AND RURAL SERVICE (MTA) (BTA) AREAS (MSA/RSA) ================================================================================================== Louisville Nelson Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Nicholas Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Oldham Kentucky 26 263 37 ================================================================================================== ================================================================================================== Louisville Owen Kentucky 26 252 449 ================================================================================================== ================================================================================================== Louisville Owsley Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Perry Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Powell Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Robertson Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Rockcastle Kentucky 26 252 448 ================================================================================================== ================================================================================================== Louisville Rowan Kentucky 26 252 450 ================================================================================================== ================================================================================================== Louisville Scott Kentucky 26 252 116 ================================================================================================== ================================================================================================== Louisville Shelby Kentucky 26 263 449 ================================================================================================== ================================================================================================== Louisville Spencer Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Taylor Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Trimble Kentucky 26 263 449 ================================================================================================== ================================================================================================== Louisville Warren Kentucky 26 52 445 ================================================================================================== ================================================================================================== Louisville Washington Kentucky 26 263 446 ================================================================================================== ================================================================================================== Louisville Wolfe Kentucky 26 252 452 ================================================================================================== ================================================================================================== Louisville Woodford Kentucky 26 252 116 ================================================================================================== ================================================================================================== Nashville Allen Kentucky 26 52 445 ================================================================================================== ================================================================================================== Nashville Barren Kentucky 26 52 447 ================================================================================================== ================================================================================================== Nashville Butler Kentucky 26 52 445 ================================================================================================== ================================================================================================== Nashville Caldwell Kentucky 43 83 444 ================================================================================================== ================================================================================================== Nashville Christian Kentucky 43 83 209 ================================================================================================== ================================================================================================== Nashville Clinton Kentucky 26 52 447 ================================================================================================== ================================================================================================== Nashville Cumberland Kentucky 26 52 447 ================================================================================================== ================================================================================================== Nashville Logan Kentucky 26 52 445 ================================================================================================== ================================================================================================== Nashville Metcalfe Kentucky 26 52 447 ================================================================================================== ================================================================================================== Nashville Monroe Kentucky 26 52 447 ================================================================================================== ================================================================================================== Nashville Simpson Kentucky 26 52 445 ================================================================================================== ================================================================================================== Nashville Todd Kentucky 43 83 445 ================================================================================================== ================================================================================================== Nashville Trigg Kentucky 43 83 444 ================================================================================================== ================================================================================================== Nashville Warren Kentucky 26 52 445 ================================================================================================== ================================================================================================== Nashville Bedford Tennessee 43 314 648 ================================================================================================== ================================================================================================== Nashville Benton Tennessee 43 314 643 ================================================================================================== ================================================================================================== Nashville Cannon Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Cheatham Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Clay Tennessee 43 314 645 ================================================================================================== ================================================================================================== Nashville Coffee Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Davidson Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville DeKalb Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Dickson Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Franklin Tennessee 43 314 648 ================================================================================================== ================================================================================================== Nashville Giles Tennessee 43 314 648 ================================================================================================== ================================================================================================== Nashville Henry Tennessee 43 314 643 ================================================================================================== ================================================================================================== Nashville Hickman Tennessee 43 314 647 ================================================================================================== ================================================================================================== Nashville Houston Tennessee 43 83 643 ================================================================================================== ================================================================================================== Nashville Humphreys Tennessee 43 314 643 ================================================================================================== ================================================================================================== Nashville Lawrence Tennessee 43 314 647 ================================================================================================== ================================================================================================== Nashville Lewis Tennessee 43 314 647 ================================================================================================== Page 36 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN TRADING TRADING STATISTICAL AREAS AREAS AREAS AND RURAL SERVICE (MTA) (BTA) AREAS (MSA/RSA) ================================================================================================= Nashville Macon Tennessee 43 314 645 ================================================================================================== ================================================================================================== Nashville Marshall Tennessee 43 314 648 ================================================================================================== ================================================================================================== Nashville Maury Tennessee 43 314 651 ================================================================================================== ================================================================================================== Nashville Montgomery Tennessee 43 83 209 ================================================================================================== ================================================================================================== Nashville Moore Tennessee 43 314 648 ================================================================================================== ================================================================================================== Nashville Perry Tennessee 43 314 647 ================================================================================================== ================================================================================================== Nashville Robertson Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Rutherford Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Smith Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Stewart Tennessee 43 83 643 ================================================================================================== ================================================================================================== Nashville Sumner Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Trousdale Tennessee 43 314 645 ================================================================================================== ================================================================================================== Nashville Van Buren Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Warren Tennessee 43 314 644 ================================================================================================== ================================================================================================== Nashville Williamson Tennessee 43 314 46 ================================================================================================== ================================================================================================== Nashville Wilson Tennessee 43 314 46 ==================================================================================================
Page 37 of 37 CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC. EX-10.21.1 3 ADDENDUM DATED MARCH 23, 1999 This Addendum dated as of the 23rd day of March, 1999 is made between Tritel Communications, Inc. (Tritel) and Galaxy Personal Communications Services Inc. (Galaxy) and supercedes those provisions agreed to by the parties signed under the terms and conditions of the "Services Agreement" between Tritel and Galaxy dated June 1, 1998. All other terms and conditions of the original "Services Agreement" remain binding upon both parties with the exceptions of the sections amended below which shall become effective upon the date signed. Section 1. THE SERVICES 1.3 Time is of the Essence Tritel and Galaxy acknowledge that the original project schedule contemplating completion of all activities within fifteen months per market upon initiation of design activities in each market, has changed due to new marketing and budget objectives of Tritel. Galaxy will continue to utilize its best efforts to meet any new project schedule when it becomes available and agreeable to both parties. 1.9 Consequences for Delay This section is to be deleted due to changes in Tritel project schedule, which led to redesign activities and changes to the launch dates of markets. Section 2. COMPENSATION 2.1 Compensation Tritel will pay Galaxy for services rendered in accordance with the schedule listed below. This pricing table supercedes the compensation schedule identified in the original Agreement. Tritel will compensate Galaxy for services rendered in accordance with the schedule listed below:
- ------------------------------------------------------------------------------------------------ Service Type Time Staffing Level Price - ------------------------------------------------------------------------------------------------ Exhibit A RF January 16, 1999 - [CONFIDENTIAL [CONFIDENTIAL Services December 31, 1999 TREATMENT REQUESTED] TREATMENT REQUESTED](1) engineers and flat monthly rate(2) management as including travel and appropriate living for approximately 450 expenses. For turnkey sites and [CONFIDENTIAL search ring issuance TREATMENT REQUESTED] in all Phase II and engineers, actual Phase III markets.(3) travel and living expenses will be charged in addition to the flat monthly rate - ------------------------------------------------------------------------------------------------
Tritel agrees to the fees and volume of resources outline above for Galaxy's professional services until December 31, 1999. This schedule will remain in effect unless Galaxy is notified by Tritel sixty (60) days in advance of any staffing reduction at which time Tritel will define the number and type of engineering resource required to fulfill the remaining terms of this Services Agreement. - ------------------- (1) Includes expenses as described in Exhibit B.4 Travel Expenses in the original Tritel-Galaxy Services Agreement dated June 1, 1998. Extraordinary travel, particularly during optimization phases of project billed at [CONFIDENTIAL TREATMENT REQUESTED]. (2) Monthly rate includes a maximum hourly component of 9 hours per day per man assuming a five-day workweek. Additional hours billed at hourly rates as described at Exhibit B.1.3 Hourly Engineering Services Rate in the original Tritel--Galaxy Services Agreement dated June 3, 1998. (3) Phase II Markets Include: Mobile, Pascagoula/ Biloxi/ Gulport, Hattiesburg, Meridian, Laurel, Anniston, Tuscaloosa, Tupelo. Phase III Markets Include: Florence, Gadsden, Selma, Dothan, Corinth, Starkville, Greenville, Natchez, McComb/ Brookhaven. At Tritel's option, Tritel may increase the number of Galaxy engineering resources on the project team with thirty (30) days notice to Galaxy of Tritel's intent to add to the team of twenty-eight full-time staff members. The rate to add each resource is listed in Schedule B.1.3. of the Services Agreements between Tritel and Galaxy signed June 1 and August 27, 1998 and would not require a commitment for the duration of 1999. Tritel would be required to provide Galaxy thirty (30) days notice prior to releasing those additional resources from the project. Section 13. EVENT OF DEFAULT Delete (iii) This section to be deleted due to changes in project scope. Delete (v) This section to be deleted due to changes in project scope. Exhibit B. Compensation B.1.1 This section to be deleted due to changes in project scope. As of June 10, 1999, no fixed rate fees are due and owing to Galaxy Engineering. B.1.2 This section to be deleted due to changes in project scope. The parties have executed this amendment of Agreement as of the date first set forth below: Tritel Communications, Inc. Galaxy Personal Communications Services, Inc. By: By: Name: William S. Arnett Name: Joseph W. Forbes, Jr. Its: President Its: President Date: 6-21-99 Date: EX-10.24 4 AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT EXHIBIT I AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES BETWEEN TRITEL COMMUNICATIONS, INC. AND TRITEL FINANCE, INC. AND BECHTEL CORPORATION CONFIDENTIAL EXHIBIT 1 TABLE OF CONTENTS ARTICLE PAGE NO. 1.0 Project.........................................................1 2.0 Contractor's Services...........................................1 3.0 Information and Items to be Furnished by Owner..................3 4.0 Notice to Proceed and Time of Performance.......................4 5.0 Compensation and Payment........................................4 6.0 Accounting of Costs.............................................5 7.0 Changes and Extra Work..........................................5 8.0 Notice and Acceptance of Completion.............................5 9.0 Responsibility of Contractor....................................6 10.0 Insurance.......................................................8 11.0 Ownership of Plans and Title to Work............................9 12.0 Force Majeure..................................................12 13.0 Termination....................................................12 14.0 Suspension of Services.........................................13 15.0 Notices........................................................13 16.0 Representative of the Parties..................................14 17.0 Transfer of Ownership..........................................14 18.0 Assignment and Subcontracts....................................15 19.0 Fair Operation of Agreement....................................15 20.0 Dispute Resolution.............................................15 21.0 Applicable Law.................................................16 22.0 Successors and Assigns.........................................16 23.0 Severability...................................................16 24.0 Entire Agreement...............................................16 25.0 Disclosure.....................................................17 ATTACHMENT A Scope of Services A-1 ATTACHMENT B Compensation B-1 ATTACHMENT C Description of Contractor Positions C-1 ATTACHMENT D Staffing Plan and Estimated ODCs D-1 CONFIDENTIAL EXECUTION COPY AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES THIS AGREEMENT ("Agreement") is entered into this 24th day of November, 1998, by and between TRITEL COMMUNICATIONS, INC. and TRITEL FINANCE, INC. (jointly, "Owner"), and BECHTEL CORPORATION ("Contractor") but shall be effective as of the date final approval by Owner's board(s) of directors is obtained. Owner shall notify Contractor in writing promptly of the date that such final approval is obtained and confirming the effective date of this Agreement. Contractor agrees to furnish the skill and judgment specified in Paragraph 9.1 in furthering the interests of Owner. Contractor agrees to furnish efficient administration and management services as described in this Agreement and to perform such services in an expeditious and economical manner consistent with this Agreement and the best interests of Owner. 1.0 THE PROJECT 1.1 The project consists of the build-out of a Personal Communications System incorporating PCS-sites and mobile switching centers (individually, an "MSC") located in the States of Alabama, Georgia, Indiana, Kentucky, Louisiana, Mississippi and Tennessee, in the United States of America. As used herein, the term "Project" or PCS System" shall mean only those areas of the project described above that are assigned to Contractor by Owner. 1.2 The Project will be described more particularly in the drawings, plans and specifications to be prepared by Contractor or by other retained design professionals (whose services will be procured as provided in this Agreement) and approved by Owner under this Agreement. 2.0 CONTRACTOR'S SERVICES 2.1 Contractor will perform, or cause to be performed, the services (hereinafter referred to as the "Services") generally described below which are more fully described in Attachment A ("Scope of Services"), attached hereto and made a part hereof, and the Services shall be performed by Contractor with respect to such PCS-sites and MSC locations as are assigned by Owner to Contractor. Contractor shall perform the Services in accordance with the standard set forth in Paragraph 9.1, in compliance with all local, city, county, state and federal laws, rules, regulations, statutes and ordinances now in effect or hereafter enacted, and in compliance with Owner's instructions issued from time to time (to the extent not inconsistent with the preceding standards). Contractor shall use reasonable good faith efforts to minimize turnover of Project personnel. 2.2 Contractor will provide the overall coordination and administration for the Project as described in the Scope of Services, including, but not limited to: 2.2.1 providing a preliminary assessment of the Project budget taking into account the activities contemplated for the Project; 1 EXECUTION COPY 2.2.2 consulting with any design professionals and Owner concerning the Project and development of Project plans, drawings and specifications; 2.2.3 providing recommendations on construction feasibility, actions designed to minimize adverse effects of labor or material shortages, time requirements for procurement, installation and construction completion, and factors related to construction costs including estimates of alternate designs or materials; and providing preliminary budgets and possible economies and budgets detailing Contractor's anticipated man hours and expenses for the Project on a per PCS-site and MSC basis; 2.2.4 preparing and periodically updating Project schedules for Owner's approval, such schedules coordinated and integrated with all equipment, services and activities provided by others in connection with the Project; 2.2.5 developing and recommending milestone completion dates for the Project; 2.2.6 recommending to Owner phases and timing of issuance of drawings and specifications to facilitate phased construction of the work taking into consideration such factors as economies, time of performance, availability of labor and materials and provisions for temporary facilities; 2.2.7 providing contract administration services, including preparing Owner's construction documents (such as bid packages and contracts) for the Project for Owner's approval; 2.2.8 identifying and recommending possible contractors, including suppliers of materials and equipment for approval and signing by Owner; 2.2.9 recommending to Owner a schedule of procurement for long-lead time items which constitute part of the work as required to meet the Project schedules; 2.2.10 providing monthly (or such other interval as may be approved by Owner) written reports to Owner on the progress of the Project to include problems encountered or other similar relevant data as to all sites for the Project as Owner may reasonably require; 2.2.11 developing systems of cost control for the Project, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes;and 2.2.12 administering and coordinating Owner's design professionals, contractors and suppliers and any other persons performing any work or supplying any materials for the Project. 2.3 Contractor shall perform the Services as an agent of Owner. Regarding such capacity as an agent of Owner, upon request Owner shall confirm to third parties Contractor's authorization to so act for and on behalf of Owner. 2.4 Nothing in this Agreement is intended or shall be construed to constitute Owner, or any of its employees, agents or contractors, as an employee, agent or partner of Contractor, nor shall Owner, or any of its employees, agents or contractors have, authority to bind Contractor in any respect except as may be provided by written agreement. 2 CONFIDENTIAL EXECUTION COPY 2.5 Contractor's employees, agents and subcontractors shall not be treated as employees of Owner for any purpose including, but not limited to, federal or state tax purposes. Contractor shall be solely responsible for the filing of all tax returns required by law to be filed by Contractor relating to its performance of the Services, and the payment of all contributions, payments and taxes, required by law to be filed or paid by Contractor relating to the performance of the Services by Contractor and its employees, agents and subcontractors. 3.0 INFORMATION AND ITEMS TO BE FURNISHED BY OWNER 3.1 Owner shall furnish to Contractor in a timely manner available data and other information to provide the basis upon which Contractor shall perform the Services. Contractor warrants that it has sufficient data and other information to commence performance of the Services on the effective date of this Agreement. 3.2 Upon receipt of documents, reports, plans or data from Contractor for approval, Owner will promptly (and in any event within fifteen (15) days of their receipt) either approve or disapprove, or furnish other written instructions to Contractor with respect to said documents, reports, plans or data. If Owner's written approval or disapproval or other written instruction is not furnished to Contractor within such fifteen (15) day period, such documents, reports, plans or data will be deemed to be approved. 3.3 Owner shall furnish sites for the Project and, subject to applicable advance notice requirements existing in favor of any third parties, shall furnish to Contractor and Owner's contractors unobstructed access to the sites and all other locations involved in the performance of the Services. 3.4 Solely with respect to Owner's main Project office in Jackson and regional Project offices covering areas assigned to Contractor, Owner shall furnish as reasonably necessary for Contractor's performance of Services the following items which shall be of substantially comparable kind and quality to those furnished by Owner to its employees: office space; office equipment; computers; phone systems; communications networks and connectivity to Contractor's support offices; and office supplies. Upon the termination or expiration of this Agreement, Contractor shall return such items to Owner undamaged (taking into account normal wear and tear). 3.5 Owner and Contractor will establish the general terms and conditions, including warranties, to be incorporated into all bid packages, contracts, and purchase orders entered into by Owner for the Project. With respect to any contracts with others relating to the Project and entered into after the execution of this Agreement, Owner agrees that Contractor shall be designated as Owner's agent and that all indemnity, all release and all hold harmless agreements contained in such contracts and purchase orders whereby the contractor or supplier agrees to indemnify, release or hold Owner harmless shall be extended to protect Contractor. 3.6 Owner shall make direct commitments for all services, machinery, equipment, materials and supplies required for incorporation into the Project or for use in construction thereof and for the performance of all construction and other work, and shall make payments directly for such 3 CONFIDENTIAL EXECUTION COPY commitments; provided that Contractor shall provide the accounting and controller management services set forth in Attachment A. 3.7 Owner shall furnish or secure the information, items and approvals required to be furnished or secured by it at such times and in such manner as may be reasonably required for the expeditious and orderly performance of the Services by Contractor. 4.0 NOTICE TO PROCEED AND TIME OF PERFORMANCE 4.1 Contractor shall commence the performance of its Services upon the effective date of this Agreement, which date shall be deemed the date of Notice to Proceed. 4.2 Subject to the termination provisions of Article 13.0 (Termination), the term of this Agreement is two (2) years from the effective date of this Agreement but may, subject to Article 7.0 (Changes and Extra Work), be extended by mutual agreement of the parties. 5.0 COMPENSATION AND PAYMENT 5.1 For the performance of the Services, Owner agrees to pay Contractor, in the manner and at the times specified, the Compensation consisting of Hourly Unit Rate Payments and Other Direct Costs (jointly, "Compensation"), and make available the amounts needed for Owner to pay the Owner Costs, as such terms are defined in Attachment B, attached hereto and by this reference made a part hereof 5.2 In addition, promptly after the effective date of this Agreement, Contractor shall invoice Owner for any remaining amounts due for work performed by Contractor under the Letter of Intent between Owner and Contractor dated August 10, 1998, as amended. Owner shall pay Contractor such invoiced amounts within thirty (30) days after receipt of the invoice. 5.3 Any amounts due and remaining unpaid after the due date shall accrue interest, commencing on the day after the due date and compounded for each day thereafter until the date paid, at the rate equal to [CONFIDENTIAL TREATMENT REQUESTED] above the prime lending rate quoted to substantial and responsible commercial borrowers on ninety-day loans by the Morgan Guarantee Trust Company, New York, on each day such interest accrues. 5.4 Any terms or conditions set forth on any invoice which are inconsistent with or in addition to the terms and conditions set forth in this Agreement shall be of no effect. Each invoice for Compensation shall include the following information: first, in support of the Hourly Unit Rate Payments, the name and position of Contractor's employees that have performed Services during the period covered by the invoice, the number of hours worked by each such employee during that same period, the Hourly Unit Rate applicable to each such employee and the total amount payable to Contractor for Hourly Unit Rate Payments; second, in support of the Other Direct Costs, the total amount owed for the Other Direct Costs during the period covered by the invoice, a description of the type of Other Direct Costs included in the invoice, a breakdown on a market-by-market basis of where the Other Direct Costs were incurred, and receipts to support any Other Direct Costs in excess of twenty-five dollars; and third, in support of the Owner Costs, the relevant invoices of Owner's contractors and suppliers. 4 CONFIDENTIAL EXECUTION COPY 6.0 ACCOUNTING OF COSTS 6.1 Contractor shall maintain books and accounts of the time expended by its personnel and of the Other Direct Costs in accordance with generally accepted accounting principles and practices consistently applied. Owner, during Contractor's normal business hours for the duration of this Agreement and for a period of three (3) years after the completion of the Services, shall have access to these books and accounts to the extent required to verify the hours charged for which Hourly Unit Rate Payments were received and the Other Direct Costs (excluding the development of established or standard allowances and rates) incurred hereunder. A copy of all records relating to the payments made out of the Owner's Zero Balance Operating Account shall be turned over to Owner at the conclusion of the Project. 7.0 CHANGES AND EXTRA WORK 7.1 Owner may require or approve changes within the general scope of Contractor's Services hereunder by a written Change Order, or may request extra work to be mutually agreed upon. 7.2 In the event any such change causes an increase or decrease in the time for performing Contractor's Services, the parties shall agree upon an equitable adjustment of the schedule obligations to the extent they are affected by such change. Contractor's staffing plan that is mutually agreed upon in accordance with and for the purposes described in Paragraph I a of Attachment B and the determination of the applicable Hourly Unit Rate Payments under that Paragraph shall also be subject to an equitable adjustment to the extent affected by any such scope change or by any changed circumstances outside of Contractor's control, including Force Majeure events, changes in law, and Owner's delay in performing its obligations hereunder. 7.3 Owner reserves the right to direct Contractor to reduce the number of Contractor's personnel assigned to the Project at any time upon thirty (30) days prior written notice to Contractor of such reduction. Further, Owner reserves the right to reduce the number of PCS-sites and/or MSCs assigned to Contractor at any time. Any such reductions shall be without penalty to Owner. 8.0 NOTICE AND ACCEPTANCE OF COMPLETION 8.1 Upon completion of Services in connection with a particular PCS-site or MSC, Contractor may, and upon completion of the Services for the Project, Contractor shall, notify Owner in writing of the date of said completion and request confirmation thereof by Owner. Upon receipt of such notice, Owner shall confirm to Contractor in writing that the Services referred to in such notice were completed on the date indicated in such notice, or provide Contractor with a written listing of the Services not completed. 8.2 If Owner does not respond to Contractor's initial notice of completion within thirty (30) days, Contractor shall provide Owner with a second notice of completion. Any Services included in Contractor's second notice to Owner and not listed by Owner as incomplete in a listing delivered to Contractor within fifteen (15) days of receipt of said second notice, shall be deemed complete and accepted by Owner. 5 CONFIDENTIAL EXECUTION COPY 8.3 With respect to Services listed by Owner as incomplete, Contractor shall complete such Services and the above acceptance procedure shall be repeated. 8.4 In the event Owner does not respond to Contractor's second notice within fifteen (15) days after receipt of any such second notice, the Services included in such second notice shall be deemed complete and accepted by Owner. 9.0 RESPONSIBILITY OF CONTRACTOR 9.1 Contractor will perform its Services, with that degree of skill and judgment that is normally exercised by recognized international professional engineering, construction and construction management firms with respect to services of a similar nature. Contractor shall reperform at its expense any professional services which are (a) deficient because of Contractor's failure to perform any such Services in accordance with the above standard, and (b) reported in writing to Contractor within a reasonable time, not to exceed thirty (30) days, after the discovery thereof, but in no event later than the first to occur of (i) twenty-four (24) months after the completion and acceptance of the applicable Services, and (ii) one (1) year after the assigned PCS-site or MSC location to which the Services apply has been placed in commercial service. Except as set forth above in this Paragraph 9.1, Contractor's responsibility hereunder with respect to each individual PCS-site and MSC location shall terminate upon the completion and acceptance of Services with respect to such PCS-site or MSC location. The warranty set forth in this Paragraph 9.1 is the sole and exclusive warranty of Contractor in connection with the Services and Contractor hereby disclaims and Owner waives any other express, implied or statutory warranties, including warranties of merchantability or fitness for a particular purpose. 9.2 Owner acknowledges that the work required to complete the Project shall require the involvement and assistance of other professionals and service companies ("Independent Contractors") which shall include but not be limited to architects, RF and civil engineers, site acquisition consultants, environmental consultants, geotechnical firms, surveyors, graphic artists, and construction crews. Contractor shall make reasonable efforts to locate and interview Independent Contractors as agent for Owner. Privity of contract shall exist only between Owner and the Independent Contractors with respect to the services to be performed by the Independent Contractors pursuant to express written agreements that are executed by Owner and such Independent Contractors. Owner shall grant or deny approval of any Independent Contractor recommended by Contractor and may terminate the services of an Independent Contractor for good cause or otherwise upon appropriate notice to the Independent Contractor. Contractor shall coordinate and manage the services of the Independent Contractors as agent for Owner, subject to any limitations on Contractor's authority mutually agreed by the parties . Owner shall be solely responsible for the payment of invoices submitted by the Independent Contractors; provided that Contractor shall provide the accounting and controller management services set forth in Attachment A. Owner shall indemnify Contractor from any and all claims, losses, costs or expenses associated with the services provided by the Independent Contractors, except to the extent that the same arise from the failure of Contractor to coordinate, monitor and manage the services of the Independent Contractors or otherwise perform the Services as required by this Agreement. 6 CONFIDENTIAL EXECUTION COPY 9.3 In conjunction with meeting Contractor's obligations as set forth in Attachment A hereto, Contractor shall be responsible for inspecting the work of Independent Contractors and/or their subcontractors on the construction sites from time to time or as directed by Owner to monitor compliance by such Independent Contractors with their contractual responsibilities to Owner. With regard to work quality and safety, Contractor's obligations are to report any deficiencies or instances of noncompliance by such Independent Contractors to Owner and to make recommendations on how to remedy such deficiencies or such noncompliance, recognizing that Contractor is providing project management services and that Owner will look to the Independent Contractors to remedy any deficiencies in their work quality and for implementation of the safety programs. With respect thereto, Contractor shall be responsible for inspecting from time to time construction means, methods, techniques, sequences, procedures, or safety precautions and programs implemented by such Independent Contractors in connection with the Project in order to monitor compliance by such Independent Contractors and/or their subcontractors with all construction specifications and their related contractual obligations to Owner, including compliance with federal, state, or local laws, regulations and codes as they pertain to the actual construction work. 9.4 Except for any liabilities arising under the third-party indemnity set forth in Paragraph 9.7, in no event shall Contractor's liability to Owner, however caused, exceed in the cumulative aggregate an amount equal to $ 10,000,000 (Ten Million Dollars), and Owner hereby releases Contractor from any liability in excess thereof. 9.5 Owner's and Contractor's remedies specified in this Agreement are the sole and exclusive remedies of either party for liabilities arising out of or in connection with this Agreement. 9.6 Except for Contractor's obligations set forth in Paragraph 3.4, Contractor's liability for loss of or damage to the Project or other property of Owner or in the custody of Owner (including any leased property) shall be limited to those payments made on Contractor's behalf by the insurers affording the insurance described in Paragraph 10.2, and Owner hereby releases and agrees to indemnify Contractor from any loss, damage or expense in excess of those payments. 9.7 Contractor agrees to indemnify, defend and hold harmless Owner and its directors, officers, partners, agents and employees from and against any third-party claims for personal injury to or death of persons and for loss of or damage to third-party property (including reasonable attorneys' fees and expenses) to the extent resulting from or arising out of the negligence or willful misconduct of Contractor. Contractor shall not be required to indemnify Owner for any act or omission of Contractor which is done at the express direction of Owner, except to the extent that Contractor acts (or fails to act) in a negligent manner in carrying out Owner's instructions. 9.8 In no event shall either party, it officers, agents or employees or its subcontractors, or contractors or suppliers of any tier providing equipment, materials or services for the Project be liable to the other party for consequential loss or damage, including, but not limited to, loss of use, loss of profit or loss of revenue, and each party hereby releases the other party, its respective 7 CONFIDENTIAL EXECUTION COPY officers, agents, employees, subcontractors, contractors and suppliers from and against such liability. 9.9 The releases from liability and limitations on liability expressed in this Agreement shall apply even in the event of the fault, negligence in whole or in part, strict liability, breach of contract or otherwise, of the party released or whose liability is limited and shall extend to the subcontractors and related entities of such party and its and their directors, officers and employees. 10.0 INSURANCE 10.1 Contractor Insurance Contractor has in force and will maintain during the performance of the Services, the following insurance: 10.1.1 Workers' Compensation covering Contractor's employees, and Employers' Liability Insurance as required by applicable law but in no event with a limit of less than $ 1,000,000 per occurrence and in the aggregate . 10.1.2 Automobile Bodily Injury and Property Damage Liability Insurance covering all owned, non-owned or hired by Contractor automobiles or automotive equipment, with limits as follows: Bodily Injury and Property Damage: $2,000,000 combined single limit each occurrence 10.1.3 Comprehensive Crime coverage with limits of $10,000,000 per occurrence. 10.1.4 Owner, Airwave Communications, LLC and Digital PCS, LLC shall be named as an additional insureds under the insurance required by Paragraph 10.1.2, and Contractor shall furnish Owner a certificate evidencing each such policy of insurance in Paragraph 10.1 which shall also include a waiver of subrogation in favor of Owner, Airwave Communications, LLC and Digital PCS, LLC. Such policies shall provide that written notice shall be given to Owner and each other additional insured thirty (30) days prior to cancellation or material change of any protection which said policies provide for Owner and each other additional insured. 10.2 Owner's Project Insurance Prior to commencement of Services at the Project sites, Owner shall take out, carry and maintain, during the performance of the Services and for such additional period as hereinafter specified, the following Project Insurance covering Owner, Contractor and all contractors and subcontractors of every tier as Named Insureds. Such insurance shall include a waiver of subrogation in favor of all Named Insureds. 10.2.1 Third-Party Losses and Damages Comprehensive Bodily and Personal Injury and Property Damage Liability Insurance, including contractual Broad Form Property Damage Cover and completed operations coverage, but 8 CONFIDENTIAL EXECUTION COPY excluding coverage for automobile liability and automobile physical damage which should be insured by each contractor and subcontractor. The policy limit will be a combined single limit for Personal Injury and Property Damage of not less than $ 10,000,000 each occurrence, with a cross-liability or severability of interest clause, and covering against liabilities arising out of or in any way connected with the Project, including personal injury claims against any insured by employees of any other insured. Such insurance shall state that it is primary and that any other insurance carried by the Named Insureds shall be specific excess and not contributing therewith. This insurance shall not contain any exclusion which denies coverage because liability for injuries to persons or damage to property arising out of the preparation of maps, plans, designs, specifications, or the performance of inspection services or out of any other Services to be performed by Contractor under this Agreement. This insurance shall not cover bodily injury or disease to Contractor's employees otherwise covered under the Workers' Compensation coverage required in Paragraph 10.1.1. This insurance shall be maintained in force until three (3) years after acceptance or termination of the Services. 10.2.2 Builder's Risk or Course of Construction Insurance Builder's Risk or Course of Construction Insurance, insuring on an "All Risks" basis with a limit of not less than the full insurable replacement cost of the Project, subject to reasonable and customary deductible amounts as selected by Owner, and covering the Project and all materials and equipment to be incorporated therein, including property in transit, in storage or elsewhere. Such insurance shall state that it is primary, shall include coverage for physical damage resulting in any way from the Services, including physical loss or damage resulting from design error, faulty workmanship or defective materials, and shall include an insurer's waiver of subrogation or right of recourse in favor of each Named Insured thereunder. Furthermore, such insurance shall remain in effect until the entire Project is completed and accepted by Owner. 10.3 Special Provisions Owner shall furnish Contractor a certificate evidencing each such policy of insurance or, upon Contractor's request, a copy of each policy of insurance required by Paragraph 10.2. Such policies shall provide that written notice shall be given to Contractor thirty (30) days prior to cancellation or material change of any protection which said policies provide for Contractor. 10.4 Insurance by Others In the event Owner elects to cause any of the insurance described in Paragraph 10.2 to be carried by a party other than Owner or Contractor, Owner hereby agrees to cause such other party to arrange the insurance as herein provided. 11.0 OWNERSHIP OF PLANS, TITLE TO WORK AND CONFIDENTIAL INFORMATION 11.1 All drawings, plans, specifications, findings and reports, developed by Contractor under this Agreement shall become the exclusive property of Owner for unrestricted use by Owner. All such drawings, plans and specifications shall at Owner's request be delivered to Owner upon completion of such Services, but Contractor may retain and use copies thereof and the 9 CONFIDENTIAL EXECUTION COPY information contained therein for internal purposes, and shall at all times retain the copyright to its copyrightable work product, provided, however, Contractor hereby grants Owner a perpetual license to use any such copyrighted/copyrightable work product. 11.2 All portions of the Project completed or in the course of construction at the job sites shall be the sole property of Owner, and the title to such materials, equipment and supplies, the costs of which are Other Direct Costs, shall pass immediately to and vest in Owner upon the happening of any event by which title passes from the vendor or supplier thereof. 11.3 As used in this Agreement, "Confidential Information" means all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, customers, business plans, promotional and marketing activities, finances and other business affairs of such party), that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") and that is marked or otherwise designated in writing as confidential. Confidential Information may be contained in tangible materials, such as drawings, models, data, specifications, reports, compilations and computer programs, or may be in the nature of unwritten knowledge. In addition, Confidential Information includes all information that the nondisclosing party may obtain by walk-through examination of the Disclosing Party's premises, or concerning the existence, progress and contents of the discussions between the parties to the extent the disclosure of such information to unauthorized third persons could reasonably be expected to materially adversely affect the Owner's interests. For purposes of this Agreement but without limiting the scope of the definition of Confidential Information, the number, location, configuration and status of all proposed sites in the PCS System and any associated financial information, as well as the timetable and operational status of the PCS System itself, shall be deemed to be Confidential Information of Owner. 11.4 The Receiving Party, except as expressly provided in this Agreement, shall not disclose Confidential Information to anyone without the Disclosing Party's prior written consent. The Receiving Party may disclose Confidential Information to third parties providing services or goods in connection with the Project to the extent necessary for such third party to perform its work. The Receiving Party will not use, or permit others to use, Confidential Information for any purpose other than performing their obligations under this Agreement or, if to a third party performing work in connection with the Project, then under such third party's Project agreement. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including at a minimum those measures it takes to protect its own Confidential Information of a similar nature. 11.5 The provisions of Paragraph 11.4 will not apply to any information that (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information, or (iv) was received by the Receiving Party from a third party either not subject to a confidentiality obligation or not otherwise prohibited from transmitting the information to the Receiving Party. 10 CONFIDENTIAL EXECUTION COPY 11.6 The Receiving Party shall restrict the possession, knowledge, development and use of Confidential Information to its employees, agents, subcontractors and entities controlled by it or under common control with it (collectively, "Personnel") who have a need to know such Confidential Information in connection with the purposes set forth in this Agreement. The Receiving Party's Personnel shall have access only to the Confidential Information they need for such purposes. The Receiving Party shall ensure that its Personnel comply with this Agreement. 11.7 If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, the Receiving Party shall give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only such information as is legally required and will use its reasonable best efforts to obtain confidential treatment for any Confidential Information that is so disclosed. 11.8 All Confidential Information shall remain the exclusive property of the Disclosing Party, and the Receiving Party shall have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. 11.9 The Receiving Party acknowledges (1) that the use, misappropriation or disclosure of the Confidential Information in a manner inconsistent with this Article 11.0 would cause irreparable injury to the Disclosing Party, (ii) that all such Confidential Information is the property of the Disclosing Party and (iii) that it is essential to the protection of the Disclosing Party's goodwill and to the maintenance of the Disclosing Party's competitive position that the Confidential Information be kept secret and that the Confidential Information not be disclosed by the Receiving Party to others or used by the Receiving Party to the Receiving Party's own advantage or the advantage of others, except as permitted herein. The Receiving Party further acknowledges that the Receiving Party's agreement to the provisions of this. Article 11.0 and the enforceability of such provisions against the Receiving Party are an essential element of this Agreement and that, absent such provisions and the enforceability thereof, the Disclosing Party would neither (a) enter into this Agreement nor (b) permit the Receiving Party access to and use of Confidential Information. 11.10 Each party acknowledges that the provisions of this Article 11.0 of this Agreement are material to the other party, that the other party would not have entered into this Agreement if it did not include Article 11.0, and that the damages sustained by the other party as a result of a breach of this Article cannot be adequately remedied by damages at law. Each party therefore agrees that the other party, notwithstanding any other provision of this Agreement and in addition to any other remedy it may have at law, shall be entitled to injunctive and any other equitable relief to prevent or curtail any breach of this Article. 11.11 The provisions of this Article 11.0 shall survive expiration or termination of this Agreement and shall remain binding for a period of three years from the termination or expiration of this Agreement. 11 CONFIDENTIAL EXECUTION COPY 12.0 FORCE MAJEURE 12.1 Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation, except the obligation for payment of money, is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of the affected party, or by a strike, lockout or other labor difficulty, the settlement of which shall be within the sole discretion of the party involved (individually or in the aggregate, a "Force Majeure"). 12.2 Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the Services under this Agreement. In the event either party is prevented or delayed in the performance of its obligations by reason of such Force Majeure, the parties shall meet and agree upon an equitable adjustment of the schedule obligations and other affected provisions of this Agreement. 13.0 TERMINATION 13.1 Owner may for its convenience terminate Contractor's Services at any time by giving Contractor thirty (30) days prior written notice of such termination, whereupon Contractor shall: 13.1.1 Stop the performance of Services terminated hereunder except as maybe necessary to carry out such termination; 13.1.2 Terminate, to the extent possible and at Owner's request, outstanding contracts, subcontracts or purchase orders relating to the Services terminated; and 13.1.3 Take any other action toward termination of Services which Owner may reasonably direct. 13.2 This Agreement may be terminated by either party hereto by written notice to the other party at any time upon a material breach by the other party of any of the provisions of this Agreement and the breaching party's failure to cure such breach within thirty (30) days, or such longer period as the parties may mutually agree to in writing, after its receipt of written notice thereof from the non-breaching party. 13.3 Should Owner elect to terminate this Agreement for cause under Paragraph 13.2, Contractor will be required to apprise replacement personnel of all aspects of the Project for a period of thirty (30) days from the effective date of the termination and shall promptly turn over all documentation prepared in conjunction with or pertaining to the Project that is the property of Owner. Should Owner elect to terminate this Agreement for convenience under Paragraph 13.1, Contractor will be required to apprise Owner's replacement personnel (and not any personnel of a replacement contractor) of all aspects of the Project for a period of thirty (30) days from the effective date of the termination and shall promptly turnover all documentation prepared in conjunction with or pertaining to the Project that is the property of Owner. 13.4 Upon termination or expiration of this Agreement, Contractor (or its representatives) shall promptly submit to Owner an invoice covering all unbilled Compensation and Other Direct Costs, if any, earned or incurred to the date of termination or expiration together with an estimate 12 CONFIDENTIAL EXECUTION COPY of the Compensation and Other Direct Costs, if any, that would be chargeable to Owner if any particular services for work then in progress were to be completed by Contractor. Upon request by Owner (but not otherwise) Contractor shall complete such work in progress, including any work required under Paragraph 13.3, as Owner shall designate, and this Agreement shall in such case be deemed extended with respect to such work only until such work is completed and paid for. Owner shall pay Contractor for any Services performed up to and including the date of termination in accordance with Attachment B, including Hourly Unit Rate Payments and Other Direct Costs reasonably incurred in carrying out the termination and in performing the obligations set forth in Paragraph 13.1 and 13.3. Contractor shall use reasonable efforts to minimize the amounts payable hereunder. 14.0 SUSPENSION OF SERVICES 14.1 Owner may suspend the performance of Contractor's Services hereunder in whole or in part, at any time and from time to time upon thirty (30) days prior written notice of such suspension. Thereafter, Contractor shall resume the full performance of the Services when directed to do so by reasonable notice from Owner. 14.2 In the event of suspension of the performance of the Services at Owner's request, Contractor shall be entitled to Hourly Unit Rate Payments for Services performed to carry out the suspension and in reactivating the Services after the suspension and for Bechtel personnel that Owner requests Contractor to maintain on standby for the Project. In addition, Contractor shall be entitled to reimbursement for Other Direct Costs reasonably incurred by Contractor in suspending the Services and during the period of suspension , and in reactivating the Services after the end of the suspension period to the extent that such additional costs are incurred. Owner shall specify in its suspension notice the anticipated duration of such suspension and its instructions concerning Contractor's maintaining personnel on standby for the Project. If Owner does not request personnel to remain on standby, Contractor may reassign personnel as a result of any suspension of Services hereunder. Contractor will use reasonable efforts to minimize the amounts payable hereunder. In addition, Contractor shall be entitled to an equitable adjustment of the schedule obligations upon any suspension. 14.3 In the event any suspension of the Services exceeds a reasonable time (not to exceed sixty (60) days in the aggregate), Contractor may terminate its obligation to perform the Services, without thereby being in default and without prejudice to any of its rights or remedies under this Agreement, by so notifying Owner in writing, and any such termination shall be treated as if Owner terminated for convenience under Article 13.0. 14.4 Contractor may suspend or terminate for cause its obligation to perform the Services if Owner fails to honor any of the payment provisions for two (2) successive months. In the event of a suspension under this Paragraph 14.4, the provisions of Article 14.0 shall apply as if it were an Owner suspension. 15.0 NOTICES 15.1 All notices or other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile 13 CONFIDENTIAL EXECUTION COPY transmission, or by registered or certified mail (return receipt requested), postage prepaid, addressed as follows (or to such other address for a party as shall be specified by like notice; provided that notice of a change of address shall be effective only upon receipt thereof): To Owner: 1410 Livingston Lane Jackson, MS 39213-8003 Attn: Mr. David Walsh Fax: (601) 362-2664 With a copy to: 1410 Livingston Lane Jackson, MS 39213-8003 Attn: Mr. Jerry M. Sullivan, Jr. Fax: (601) 362-2664 To Contractor: 112B East State Street Ridgeland, MS 39517 Attn: Mr. Russ Glass Fax: (601) 898-6259 With a copy to: 3000 Post Oak Boulevard Houston, TX 77056-6503 Attn: Mr. Lester Hurst Fax: (713) 965-9914 16.0 REPRESENTATIVE OF THE PARTIES 16.1 Contractor and Owner each hereby appoint the representative designated below who will be authorized and empowered to act for, and on behalf of, each on matters within the terms of this Agreement: Owner's Representative: David Walsh Contractor's Representative: Russ Glass This appointment will remain in full force and effect until written notice of substitution is delivered to the other party. 17.0 TRANSFER OF OWNERSHIP 17.1 Owner represents either that it is the sole Owner of the Project or that it is authorized to bind and does bind all owners of the Project to the releases and limitations of liability set forth in this Agreement. Owner may request Contractor to perform any portion of the Services for the benefit of an affiliate or subsidiary and in such case, Contractor shall perform the Services for the benefit of such related entity and Owner shall obtain such related entity's agreement in writing to be bound by such releases and limitations of liability such that the total aggregate 14 CONFIDENTIAL EXECUTION COPY liability of Contractor to Owner and such related entities shall not exceed the limits of liability set forth in this Agreement. 17.2 Owner agrees that it shall obtain from any direct transferee of Owner's interest in the Project such transferee's agreement in writing that it will be bound by such releases and limitations of liability such that the total aggregate liability of Contractor to Owner and such transferees shall not exceed the limits of liability set forth in this Agreement. 18.0 ASSIGNMENT AND SUBCONTRACTS 18.1 This Agreement shall not be assigned by either party without the prior written approval of the other, which approval shall not be unreasonably withheld. In the event Owner sells its assets in conjunction with an assignment of Owner's Federal Communication Commission licenses for the PCS System or any subpart thereof, then Owner may assign the warranty in this Agreement to the buyer without Contractor's approval. 18.2 Except as set forth below in this Paragraph 18.2, Contractor may not subcontract its Services or any portion thereof without the prior written approval of the Owner. Contractor may subcontract portions of the Services to entities controlled by it or under common control with it without the prior written approval of Owner. Contractor hereby guarantees to Owner that such entities will comply with the responsibilities and liabilities herein assumed by Contractor, and Owner may hold Contractor responsible for any failure to so comply. Contractor agrees that Owner will incur no duplication of costs or increased taxes resulting from any such subcontract and shall indemnify and hold Owner harmless from any such costs or taxes. Owner agrees that the limitations on Contractor's liability set forth in this Agreement constitute the aggregate limit of liability of Contractor and its related entities under this Agreement. 19.0 FAIR OPERATION OF AGREEMENT 19.1 In entering into this Agreement, Owner and Contractor recognize that it is impracticable to make provision for every contingency which may arise during the life of this Agreement. Owner and Contractor concur in the principle that this Agreement shall operate between them with fairness and if, in the course of the performance of this Agreement, an infringement of this principle is anticipated or disclosed, then Owner and Contractor shall promptly consult together in good faith in an endeavor to agree upon such action as may be necessary to remove the cause or causes of such infringement. 20.0 DISPUTE RESOLUTION 20.1 Each party agrees to attempt in good faith to resolve any controversy, claims, or dispute arising out of or relating to the Agreement or breach thereof (hereinafter collectively referred to as "Dispute") promptly by negotiation between representatives of the parties who have authority to settle the Dispute. The disputing party shall give the other party a written "Notice of Dispute." The parties shall determine the procedures for the negotiation after the Notice of Dispute is received. If a Dispute has not been resolved within thirty (30) days after the applicable Notice of Dispute is delivered, either party may pursue its rights under Paragraphs 20.2 and 20.3 below. 15 CONFIDENTIAL EXECUTION COPY 20.2 With the exception of any claim under Article 11.0, any Dispute which has not been resolved in accordance with Paragraph 20.1 above shall be decided by arbitration in accordance with the Commercial Rules of Arbitration of the American Arbitration Association then in effect unless the parties mutually agree otherwise. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law or the Federal Arbitration Act. The parties agree that the site of any arbitration shall be Jackson, Mississippi; provided that any and all arbitrators will come from neutral locations mutually agreeable to the parties. 20.3 Any award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 20.4 Unless otherwise agreed in writing, during any such Dispute Contractor shall perform the Services and maintain the schedule required by this Agreement, and Owner shall continue to make payments in accordance with this Agreement. 21.0 APPLICABLE LAW 21.1 This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Mississippi without giving effect to the conflicts of law principles thereof. 22.0 SUCCESSORS AND ASSIGNS 22.1 Except with respect to any indemnities or releases from or limitations of liability that expressly cover other parties, this Agreement is binding upon and is solely for the benefit of the parties hereto and their respective permitted successors, legal representatives and permitted assigns. 23.0 SEVERABILITY 23.1 In the event that any of the provisions, or portions or applications thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction or arbitrator, as applicable, Owner and Contractor shall negotiate in good faith an equitable adjustment in the provisions of this Agreement with a view toward effecting the original purpose of this Agreement as closely as possible, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby. 24.0 GENERAL PROVISIONS 24.1 Any Services (other than those performed under the Amendment to the Letter of Intent between the parties dated as of September 30, 1998) provided for herein which were performed by Contractor prior to the effective date of this Agreement shall be deemed to have been performed under this Agreement. This Paragraph 24.1 is not intended to modify the compensation provisions applicable to the Services performed under the Letter of Intent between the parties dated as of August 10, 1998, as amended. 24.2 No delay or failure on the part of any Party hereto in exercising any right, power or privilege under this Agreement or under any other documents furnished in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a 16 CONFIDENTIAL EXECUTION COPY waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege under this Agreement. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein. 24.3 Each party to this Agreement represents and warrants to the other party to this Agreement that neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated herein will in any respect result in any violation of or be in conflict with any term or provision of any agreement, document or instrument to which the representing party is a party or by which it is bound. Each party to this Agreement further represents and warrants to the other party to this Agreement that this Agreement has been duly executed and delivered on behalf of the representing party and constitutes a valid and binding obligation of the representing party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and as may be limited by the exercise of judicial discretion and the application of principles of equity including, without limitation, requirements of good faith, fair dealing, conscionability and materiality (regardless of whether this Agreement is considered in a proceeding in equity or at law). 24.4 To the fullest extent permitted by law, neither party shall be liable to the other for exemplary or punitive damages. 24.5 This Agreement, together with all agreements, attachments, exhibits and instruments referred to herein, constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any previous agreements or understandings and may be modified only in writing signed by the parties with the same formalities as this Agreement. 24.6 The singular and plural and any gender shall include the other. 24.7 The headings and captions and any index or table of contents in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. 24.8 This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 25.0 DISCLOSURE 25.1 Contractor shall inform Owner of rebates or discounts, if any, offered by any services or materials suppliers to Contractor as a result of Contractor's purchasing activities as agent for Owner hereunder and shall pass on to Owner any such rebates or discounts. 17 CONFIDENTIAL EXECUTION COPY IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first herein above written. TRITEL COMMUNICATIONS, INC. TRITEL FINANCE, INC. By: By: --------------------------- -------------------------------- Name: Jerry M. Sullivan, Jr. Name: Jerry M. Sullivan, Jr. ------------------------ ------------------------------- Title: Exec. VP/Chief Operating Officer Title: Exec. VP/Chief Operating Officer --------------------------------- -------------------------------- BECHTEL CORPORATION By: ---------------------- - - Name: L.W. Hurst -------------------- Title: Vice President/General Manager -------------------------------- 18 CONFIDENTIAL EXECUTION COPY ATTACHMENT A SCOPE OF SERVICES Contractor will plan, coordinate and manage the assigned work required for the deployment of Owner's PCS System of PCS-sites and MSC locations for the BTAs listed at the end of this attachment. Contractor will provide project and construction management services, including coordination for RF engineering, site acquisition, site engineering and design, construction, equipment and material suppliers and other contractors of Owner involved in the implementation effort and including the services described in this Attachment A. PROGRAM OFFICE Contractor will establish an "umbrella" organization to provide overall management of the Project. This organization will be located in Owner's office in Jackson and will provide project and construction management functions for the Project. There will be a single Project Manager who will serve as the single point of contact for Owner for all issues on the Project. All of the Contractor personnel on the Project will report to the Project Manager. The Project office will also include other Contractor management personnel necessary to perform the Services for the Project. Contractor will develop a Project Execution Plan and Quality Plan for Owner's approval, establish standards for all Project functions, develop Project level schedules and budgets and monitor and report on total Project progress. Contractor will also establish engineering standards and criteria, including standardized site arrangements and details and will produce a work process flow chart that shows the responsibilities and interfaces for the design and construction of a typical PCS-site and for assigned MSC locations. REGIONAL PROJECT MANAGEMENT TEAMS Since the construction of the PCS System will be spread across seven states, five Regional Offices will be established to effectively manage the network implementation. Preliminary locations for the Regional Offices are: o Jackson, MS - managing the state of Mississippi, except for the Gulf Coast o Birmingham, AL - managing the state of Alabama, except for the Gulf Coast o Knoxville, TN - managing the Knoxville, Chattanooga and Cleveland BTAs in Tennessee and the Dalton and Rome BTAs in Georgia o Nashville, TN - managing the Nashville, Cookeville and Clarksville BTAs in Tennessee and the Hopkinsville, Madisonville and Bowling Green BTAs in Kentucky o Louisville, KY - managing the Louisville, Lexington, Corbin and Owensboro BTAs in Kentucky A regional operations management team will be located in each Regional Office to provide support for site acquisition, site engineering, permitting, procurement, construction, testing and turnover of PCS-sites and MSC locations in the region. A-1 CONFIDENTIAL EXECUTION COPY The Contractor team will work with Owner's regional manager and function as Owner's representatives in the region, will coordinate RF engineering with other functions, will manage site acquisition, permitting, procurement, construction, schedule and budget progress and performance, and will manage Owner contracts, testing and turnover. PROJECT COST AND SCHEDULE CONTROLS As overall Project manager, Contractor will assist with the development of project budgets and define the format and frequency for reporting schedule progress and performance against budgets, as appropriate. Contractor will provide annual budgets for its Services revised on a quarterly basis at least thirty (30) days prior to beginning of each quarter during the term of this Agreement. Owner's contracts will require that all Project participants (major equipment vendor, RF engineers, site acquisition contractors) will provide information to Contractor as specified, for incorporation into Project status reports. Schedule progress will be monitored using a hierarchical series of schedules of varying levels of detail. The schedule called the Project Milestone Summary Schedule will reflect target dates for all Regions, and will provide schedule status for the total Project. The schedules called the Regional Milestone Summary Schedules will be the basis for monitoring schedule status in each of the Regions, and will depict progress against critical path milestone activities. The database called the Project Critical Events database will track progress on each PCS-site (or candidate site) and MSC location for each Region. This database will be supported by all Project participants and will be used by Contractor to generate summary level critical/action items reporting for the Project. Owner will ensure that the following are obtained and made available to Contractor for performance of the Services: Inputs/Information Required From Site Acquisition Contractor(s) o Detailed information on each site or candidate site o Progress reporting on all data base elements in SAC responsibility on a weekly basis, with exception reporting daily for critical/problem items. From RF Engineer(s) o Detailed information on RF design plan for each Region or sub-network, identifying critical items and restraints o Progress reporting on all RF data base elements on a weekly basis, with exception reporting daily for critical/problem activities. A-2 CONFIDENTIAL EXECUTION COPY From Major Equipment Vendor o Detailed information on BTS with demarcation points identified and switch equipment design and delivery schedule for each Region, including installation and test duration and restraints. o Progress reporting for all major equipment vendor responsibilities on a weekly basis, with exception reporting daily for critical/problem activities. As the job evolves, additions, deletions and changes to Project scope will be identified and submitted to Owner for review and approval. As scope changes are approved, they will be incorporated into the budget to provide a current assessment of the total Project cost. Standard reports will be issued on a regular basis to keep Owner informed on key and/or critical issues regarding the status of the Project. As required by Paragraph 2.2.10, a report called the Project Progress Report will be prepared monthly by the Jackson Project Office which will summarize activity in all Regions. This report will include narrative summaries of the RF engineering, site acquisition, facility design, construction management and spectrum clearing activities. It will also provide schedule performance calculations, percent complete assessment, action items list and the list of pending scope changes. Inputs/Information Required From All Project Participants o Narrative description of activities ongoing for the month in each of the Regions. Highlight key accomplishments and critical problem areas. o Listing and description of any outstanding scope changes including their effect on cost and schedule. CONTRACT ADMINISTRATION Contractor will interpret and maintain Owner's contracts for site design and construction, as agent for Owner. Contractor will also: o Provide control of contractor proposals and processing o Manage the award process for released PCS sites and MSC locations o Monitor contractors' overall compliance with contract terms and Project established procedures, and report any instances of noncompliance to Owner o Manage the contract changes/disputes and claims process Manage the Project backcharge process o Provide quality surveillance of contractors' work o Ensure final inspection items are completed o Perform contract close-out functions with all contractors and provide completed turnover package to Owner for all contracts ACCOUNTING/CONTROLLER MANAGEMENT Contractor will perform the following activities: A-3 CONFIDENTIAL EXECUTION COPY o Review all invoices for conformance to contract/purchase order, terms and receiving documents and submit to Owner for approval o Perform the accounts payable function as Owner's agent by writing all checks on Owner's check stock for Owner-approved invoices and providing monthly reconciliation for funds expended for materials, contracts and subcontracts in accordance with Attachment B o Provide detailed tax and property asset reporting for all expenses handled by Contractor accounting o Perform tracking and statusing of all invoices from the time they are received, through the review and approval cycle to payment and close-out of the bill o Code invoices with accounting and physical location codes to meet Owner's requirements o Provide information required for electronic interfaces to Owner's accounting and management systems. PROCUREMENT AND MATERIALS MANAGEMENT Contractor will, as Owner's agent, assist Owner in procuring equipment, materials and services required for the construction of the PCS-sites and MSC locations, excluding the radio equipment and switches provided by major equipment vendor under contract to Owner. All purchase orders and contracts will be issued by Owner with Contractor acting as agent. Subject to the requirement set forth in Paragraph 17.1, Owner may request Contractor to perform these procurement and materials management services in the name of an affiliate or subsidiary of Owner. Procurement activities will include receipt of the specification and/or material requisition; supplier bidding and selection; formation and negotiation of Owner contracts and purchase orders; expediting and supplier surveillance; and coordination and management of delivery of materials to installation contractors, PCS-sites or MSC locations as required. A Project Procurement Manager ("PPM") will be assigned to the Project Office in Jackson to plan, organize, staff and manage procurement activities. The PPM will assist the Owner in developing a procurement plan for third-party materials which is consistent with the Regional Milestone Schedules. Each Regional Office will have a Procurement/Materials Manager assigned to perform the following functions: o Solicit proposals for A/E and construction contractors and award contracts for administration in the local markets. o Obtain material requirements and required delivery dates for approved sites and forward to Project office for ordering. o Coordinate with local contractors to confirm delivery of third-party material. o Prepare or obtain material receiving reports for third party material to allow for payment processing o Assist in the site material reconciliation process, as necessary, to develop material records, cost reports, etc. for turnover packages, etc. o Monitor contractors' control of customer-furnished material for inventory-tracking purposes. A-4 CONFIDENTIAL EXECUTION COPY Material releases to Owner contractors will be coordinated utilizing Contractor's automated PTS. Contractor will establish Owner agreements with vendors to ship material for each site to Owner's contractor responsible for construction. Material will be shipped on a "just in time" basis to meet the scheduled construction start dates. Owner's contractor will receive and store all Owner-furnished material for their respective PCS-sites and MSC locations. Each Region will maintain a small stock of items to be used in case of lost or damaged parts; i.e. connectors, jumpers, antennas, etc. ENGINEERING MANAGEMENT The Contractor will assist Owner with its development of engineering standards, technical specifications, and design criteria utilizing information and data as provided by the Owner, RF engineering, site acquisition and BTS and MSC equipment suppliers. Contractor will maintain and update these standards as required and will manage and control the distribution and use of these documents. These documents will be provided to all local A/E firms for use in design of the PCS sites and MSC locations in order to standardize PCS sites and MSC locations and maintain quality throughout the BTAs. The Contractor will provide engineering support to the Owner to identify qualified local A/E firms and to establish contracts with a number of firms in each of the regional areas. Contractor will manage the firms employed by Owner to provide geotechnical reports and other required studies or analysis. Contractor will manage the A/E firms engaged to prepare the zoning, permitting, and construction documents to monitor compliance with the project design criteria, local codes and standards and Owner requirements. CONSTRUCTION MANAGEMENT Contractor will provide construction management services for the construction of all assigned PCS-sites and MSC locations in the Owner PCS network. Contractor will assist Owner in identitfying qualified, local contractors in each of the Regions to perform the construction activities. Contractor will coordinate and inspect contractor work activities for quality and to maintain control of the Project schedule. Contractor will perform a constructability analysis for each MSC location and each primary PCS-site candidate as part of the overall site assessment effort. Contractor will manage all civil, electrical and mechanical construction performed by Owner's contractors to make the site ready for installation of the BTS or MSC equipment and will conduct site visits to verify compliance with the contract requirements. Major equipment vendor will be responsible for installation of the BTS and MSC equipment, under contract with Owner. Contractor will coordinate with major equipment vendor to verify demarcation points and schedule the installation and testing activities to meet the milestone dates on the Project schedule. Contractor will develop pro forma contracts and scope descriptions for construction of the PCSsites and MSC locations. When a sufficient number of PCS-sites have been released for A-5 CONFIDENTIAL EXECUTION COPY construction in a Region (target is 300%), Contractor will notify the appropriate contractors to begin construction. Contractor will prepare a Project Safety Plan for Owner's review and approval. Owner's contractors in each and every Region will be required by contract to implement a safety program consistent with the work performed and in conformance with Owner's Project Safety Plan. PCS-SITE AND MSC LOCATION TURNOVER The Regional Document Control Center will collect and maintain PCS-site and MSC location records prior to turnover. Document Control will process records according to applicable Project procedures, prepare transmittal documents and obtain appropriate signatures for records turnover to Owner. Some PCS-site and MSC location records will be turned over progressively, upon approval and issuance of the documents. Other records will be turned over as a part of the PCS-site turnover package. Completion of initial and final inspection by Owner, completion of all punchlist items, and turnover of all required documents to Owner will be documented via a letter. Owner will acknowledge receipt and acceptance and will return the acknowledgment to the Contractor Regional Operations Manager. The Regional Operations Manager will be responsible for processing and implementing the PCSSite and MSC Location Turnover Procedure. Owner will be responsible for receiving turned-over records, verifying transmittals and returning acknowledgment receipts to the Regional Operations Manager. The following documents are to be turned over to Owner as the PCS-site or MSC turnover package. The Contractor Regional Operations Manager, or designee, will manage document compliance. o Site License/Lease Abstract (Summary) o Copy of lease/purchase agreement o Copy of easement agreements o Site Option Report/photos, etc. o Survey, Geotechnical and/or Tower Study o Intermodulation study report (if required) o Environmental Phase 1 Report o Title report, if required, and title insurance policy o Zoning documentation o FAA consultant study and FAA approval o FCC tower registration number - frequency band o Site Completion Checklist o Grounding Post-Test Results o Special installation and Inspection Reports o Sweep Test Results o Concrete Cylinder Strength Test Reports A-6 CONFIDENTIAL EXECUTION COPY o Photo Documentation o Construction As-Built Drawings (Hard copy and disk) o Vendor Drawings (foundations, poles towers) o Design Calculations o Third-Party Materials (type, quantity, cost) o Final Construction Owner-contractor Cost o Release of Lien BTAs Included in Owner Network Implementation MISSISSIPPI BTA # 94 Columbus-Starkville BTA # 175 Greenville-Greenwood BTA # 186 Hattiesburg BTA # 210 Jackson BTA # 246 Laurel BTA # 269 McComb-Brookhaven BTA # 292 Meridian BTA # 315 Natchez BTA # 449 Tupelo-Corinth BTA # 455 Vicksburg ALABAMA BTA # 17 Anniston BTA # 44 Birmingham BTA # 108 Decatur BTA # 115 Dothan-Enterprise BTA # 146 Florence BTA # 158 Gadsden BTA # 198 Huntsville BTA # 305 Montgomery BTA # 334 Opelika-Auburn BTA # 415 Selma BTA # 450 Tuscaloosa KENTUCKY BTA # 52 Bowling Green-Glasgow BTA # 98 Corbin BTA # 252 Lexington BTA # 263 Louisville BTA # 273 Madisonville BTA # 338 Owensboro TENNESSEE BTA # 76 Chattanooga BTA # 83 Clarksville, TN-Hopkinsville, KY A-7 CONFIDENTIAL EXECUTION COPY BTA # 85 Cleveland BTA # 96 Cookeville BTA # 232 Knoxville BTA # 314 Nashville GEORGIA BTA # 102 Dalton BTA # 237 La Grange BTA # 384 Rome A-8 CONFIDENTIAL EXECUTION COPY ATTACHMENT B COMPENSATION [CONFIDENTIAL TREATMENT REQUESTED] CONFIDENTIAL EXECUTION COPY ATTACEMENT C DESCRIPTION OF CONTRACTOR POSITIONS Project Manager Team leader. Provides policy and procedures for the overall operation of the Project team. Serves as the focal point for Owner interface with Contractor. The Project Manager (PM) is the one person in the Contractor team accountable to the customer for applying Contractor resources for project execution. Assistant Project Manager/Business Manager Responsible to the Project Manager for the staffing of the project control, contract administration and accounting resources for the establishment of the Project schedule, Project code of accounts, resource budget, accounts payable and receivable systems, prime and other contract administration processes. The Assistant Project Manager (APM) serves as the senior member of the Contractor team in the absence of the PM. Contracts/QA Manager The Contracts/Quality Assurance Manager is responsible for contract formation, administration and management; personnel management of employees performing contracts functions; developing processes and procedures to effectively control and manage contract required activities; establishing and maintaining the Division of Responsibilities matrix and specific contract compliance responsibility matrices; and monitoring Project performance for compliance with contract terms and conditions. In addition to managing contracts, this manager is also responsible for monitoring quality assurance. These responsibilities include performing quality system audits and making all project participants aware of the quality program that they are expected to implement. Controls Manager The Controls Manager (a.k.a. - Project Controls Manager/PCM) is responsible for the preparation and maintenance of Project budgets and schedules. The PCM defines and implements the procedures employed in the Project to establish capital and non-capital cost budgets, to manage change, and to prepare and maintain Project schedules. Additionally, the PCM provides direction for the accounting function. Engineering Manager The Engineering Manager (PEM) is responsible for the PCS site architectural and/or engineering (A/E) Services for the Project. The PEM will direct Contractor project resources to manage the services provided to the Project by local A/E firms. The PEM will monitor the A/E firms' compliance with quality requirements and standard details for their engineering services of PCS site facilities. Operations Manager Assures uniformity of operation throughout the Project. Travel throughout the regions to train personnel for and monitor processes as developed for the Project. Direct development of procedures and standards for the Project. All Regional Operations Managers report to the Operations Manager for overall Project coordination. C-1 CONFIDENTIAL EXECUTION COPY Accounting Manager The Accounting Manager (PAM) is responsible to the PCM for the establishment of the Project accounting processes in accordance with the Generally Accepted Accounting Practices and the Contractor Commercial Operations and Finance and Accounting methods and procedures. The PAM operates the accounts payable and accounts receivable services vital to the Project's operations. Design Engineer Supervisor The Design Engineer Supervisor (DES) is responsible to the PEM for providing technical engineering management services to the Project team to prepare and maintain cell site engineering standards and specifications applied to define the services to be provided by local A/E firms and others. Lead Field Coordinator Responsible for interfacing with the contractors on day to day construction activities, schedules, material coordination and quality issues. Coordinate the construction schedules with all of the regional players, RF, site acquisition, project controls, RE's, equipment suppliers, contract administrator, fixed network designers, and Owner. Direct daily activities of the construction field coordinators. Coordinators Manages and coordinates individual cell site construction. Prepares and executes the individual cell site schedule and monitors the contractors to assure they meet the schedule. Witness all milestone points during the site construction (i.e., Concrete pours, Sweep testing, Ground testing, final tower erection etc.). Final inspection of turnover package to assure completeness. Procurement Manager The Procurement Manager (PPM) is responsible to the PM for the establishment and implementation of procurement process procedures and for material and procurement tracking processes. The PPM is the person in the Project team assigned to establish on Owner's behalf the material and services supply purchase orders and contracts for the development of the project cell sites. Records Manager The Records Manager (PRM) is responsible to the PM for the identification and implementation of Project administrative procedures and processes. The PRM will manage the document control processes in the program office and the regional offices to ensure consistent and effective control of the Project documentation and communications. Regional Operations Manager Responsible for the overall Project and construction management as Tritel's authorized agent for the region build out. Manages and coordinates the work flow process through all phases of the build out (i.e., site acquisition, RF design, construction, testing and turnover). Responsible for informing contractors about, and monitoring contractors' compliance with, the Safety and Health plan and the Quality plan implemented by these contractors. Accountable to the Project Manager for management of the capital budget and project schedule for the region. C-2 CONFIDENTIAL EXECUTION COPY Contract Administrator Within the authorization limitations specified by Owner, the Contract Administrator is responsible for administration of all contracts; monitoring, evaluating and negotiating changes, claims and disputes with contractors; processing backcharges; managing the contractor invoice/payment process; coordinating final acceptance process; and contract closeout and processing warranty claims. Resident Engineer The Resident Engineer (RE) is the person responsible for the direct interface with the project A/E firms. The RE provides oversight of the A/E firms, reviewing the design/engineering products prepared by the firms for the project. The RE coordinates the efforts of the A/E firms to ensure the site development work proceeds in accordance with the Project schedule. Safety Manager Responsible for and informing contractors about, and monitoring contractors' compliance with, the Project Safety and Health Plan implemented by these contractors. Provide appropriate training throughout the Project regions. Visit the regions on a regular visit to monitor compliance with the Safety Plan or individual contractor's plans, if applicable. Accountants The Accountants assigned to the Project team are responsible to the PAM for the processing of project accounting data. In particular, they shall be responsible for the processing of invoices provided to the Project by its suppliers, and for the preparation and issue of invoices for Contractor services for payment by Owner. The accountants shall maintain the necessary accounting records to provide timely deposit of funds to the ZBA and to provide accounting for the disbursement of funds from the ZBA. Cost/Schedule Engineer The Cost/Schedule (C/S) Engineer is responsible to the PCM for implementation of Project control procedures, providing monitoring and reporting of resource expenditures as compared to Project budgets and, schedules. The C/S Engineer is responsible for maintaining the Cell Site Status System (CS3) database for the region. Purchasing Specialist/Material Supervisor The Purchasing Specialist/Material Supervisor is responsible to the PPM for the implementation of blanket procurement actions, securing the necessary materials and services for the development of Project cell sites. The Purchasing Specialist/Material Supervisor is also responsible for the establishment and maintenance of an inventory of construction spares in the regional office, to be used to maintain construction schedules in the event of material shortages at a site under construction. Standards/Design Engineer The Standards/Design Engineer is a resource employable from the Contractor office in Gaithersburg, MD to provide and maintain Project design standards and specifications to be used by the local A/E firms. C-3 CONFIDENTIAL EXECUTION COPY Regional Document Control The Regional Document Control is responsible for the establishment and operation of the document and correspondence control processes employed in the Regional offices to collect, categorize, file and maintain for turnover, the necessary documentation defining the Project cell sites. Accounts Payable Processor The Accounts Payable Processor is a specialized accounting position responsible for the processing of supplier invoices and maintaining and documenting the disposition of supplier invoices. Clerical Support The position Clerical Support refers to clerk and secretarial services which will be required by the Project to free the Project staff to perform the technical tasks essential to the implementation of the Project. These positions will be all local hires. C-4 CONFIDENTIAL EXECUTION COPY ATTACHMENT D STAFFING PLAN AND ESTIMATED ODCS (See attached) D-1 CONFIDENTIAL EXECUTION COPY ATTACHMENT D STAFFING PLAN [CONFIDENTIAL TREATMENT REQUIRED] 1 CONFIDENTIAL EXECUTION COPY ATTACHMENT D ESTIMATED OCDS [CONFIDENTIAL TREATMENT REQUIRED] 1 CONFIDENTIAL EX-10.29 5 MASTER BUILDER TO SUIT AND LEASE AGREEMENT MASTER BUILD TO SUIT AND LEASE AGREEMENT THIS MASTER BUILD TO SUIT AND LEASE AGREEMENT ("Master Lease" or "Agreement") is made and entered into by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Carrier") and AMERICAN TOWER, L.P., a Delaware limited partnership ("Tower Company"). WHEREAS, Carrier has licenses to provide personal communications service ("PCS") in the states of Alabama, Florida, Mississippi, Tennessee, Kentucky and any additional state or markets in which Carrier obtains a license to provide PCS; WHEREAS, Carrier requires that in certain instances towers and related facilities be developed for the installation of antennas, equipment cabinets, cabling and related equipment; WHEREAS, Carrier also requires that parcels of real property together with easements for ingress, egress and utilities to those properties be acquired for the construction of the towers and related facilities; WHEREAS, Carrier has acquired or leased parcels of real property for the operations of a wireless or telecommunications facility; WHEREAS, Carrier desires to assign to Tower Company certain of those leases and for Tower Company to construct facilities on the sites; WHEREAS, Carrier also desires for the Tower Company to lease or purchase designated parcels of property when Carrier has not already leased such properties to construct towers or structures for the operation of a wireless or telecommunications facility; WHEREAS, Carrier desires to lease space on the facilities from Tower Company when the towers or structures are completed. NOW THEREFORE, for [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration, the legal receipt and sufficiency of which is hereby mutually acknowledged and agreed to, Carrier and Tower Company do hereby agree as follows: I. DEFINITIONS 1.1 DEFINED TERMS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meaning (such meanings to be applicable equally to the singular and plural forms of such terms) unless the context otherwise requires: "APPLICABLE TOWER SITE" shall mean a site where Carrier intends to place, develop or construct a tower. "ASSIGNMENT" shall mean the assignment of the Ground Lease from Carrier to Tower Company. "CARRIER" shall mean Tritel Communications, Inc. "CARRIER'S EQUIPMENT OR CARRIER EQUIPMENT" shall mean the equipment to be located at the Site by Carrier which shall be described in each Site Lease Agreement. "CARRIER MARKET" shall mean each market in which Tritel does business and shall be divided into and include each of the following markets and the term "Market" shall mean one of the following: o Knoxville market which encompasses the Knoxville BTA o Chattanooga market which encompasses the Chattanooga BTA o Nashville market which encompasses the Nashville BTAs o Birmingham market which encompasses the Birmingham BTAs o Huntsville Alabama market which encompasses the Huntsville BTAs o Mississippi market which encompasses the Memphis and Jackson BTAs o Kentucky market which encompasses the Louisville, Lexington and Evansville BTAs o Montgomery, Alabama market which encompasses the Montgomery and Decatur BTAs o Any other market in which Carrier does business and is specifically identified in a Schedule "CARRIER SPECIFICATIONS" shall mean the specifications of Carrier necessary and applicable to the Tower Facilities at any Applicable Tower Site for the construction, installation, use and operation of Carrier's Equipment at such Applicable Tower Site and for the construction and installation of the Tower Facilities. "COMMENCEMENT DATE" shall mean the date for each SLA as defined in Attachment V. "EASEMENTS" shall mean any and all easements for access, ingress, egress or utilities easements obtained or intended to be utilized for the Applicable Tower Site. "FAA" shall mean the Federal Aviation Administration. "FCC" shall mean the Federal Communications Commission. "GROUND LEASE" shall mean the lease, option or other contract between the owner of the Property and Tower Company (or the Carrier who will assign the lease to the Tower Company) for the property where the Tower Facilities will be located "GROUND LESSOR" shall mean the owner of the fee simple interest or other interest in the entire portion of Property where the Tower Facility is to be located and the person who has entered into a ground lease with the Tower Company (or the Carrier who will assign the lease to the Tower Company) for the lease of the entire Property for the location of a Tower Facility upon the Property. "HAZARDOUS MATERIALS" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation including, without limitation, petroleum or hydrocarbon based fuels such as diesel, propane or natural gas. "MASTER LEASE" OR "AGREEMENT" shall mean this Master Build to Suit and Lease Agreement. 2 "MPE" shall mean Maximum Permissible Exposure. "PCS" shall mean personal communications service. "PLANS" shall mean plans for the construction of the Tower Facilities. "PRE-DEVELOPMENT COSTS" shall mean the cost of developing the Site for the location, construction and operation of a Tower Facility upon the Site and shall include without limitation, the cost of the site acquisition services, phase 1 environmental assessments, geotechnical analyses, title reports, title opinions, title commitments and title insurance, designs, Plans and Specifications, construction plans, the cost incurred in obtaining grants of easements, supplies, relevant travel expenses, fees or assessments imposed by local, state or federal governmental entities, recording fees and filing fees, fees of engineers, surveyors, architects, attorneys, brokerage commissions and others providing professional services. "PRE-DEVELOPMENT NOTICE" shall mean notice that Tower Company has delivered to Carrier all of the Pre-Development Information for the Applicable Tower Site. "PREMISES" shall mean the space occupied by Carrier's Equipment on each Tower Facility, the ground space adjacent to the Tower Facility where Carrier's Equipment is located, all cabling, conduit, wires and utilities running to and from the Tower Facility and to and from Carrier's Equipment and the Easement. "PROPERTY" OR "SITE" shall mean the entire portion of property where the Applicable Tower Site will be located which property is being leased from Ground Lessor. "PUNCH LIST" shall mean a list of items that Carrier deems necessary that Tower Company complete, fix, alter or correct in order for the Tower Facilities to be completed in accordance with the Plans and Specifications. "ISLA" shall mean a Site Lease Agreement between Tower Company and Carrier. "SPECIFICATIONS" shall mean the specifications for the construction of the Tower Facilities. "TOWER COMPANY" shall mean American Tower, L.P., a Delaware limited partnership. "TOWER FACILITY OR TOWER FACILITIES" shall mean the tower, foundations, and related facilities including concrete foundations, footings and slabs and fencing to be located upon the Applicable Tower Site. II. GRANT OF RIGHTS; ASSIGNMENT AND ASSUMPTION OF GROUND LEASES, AND SUBLEASING 2.1 (a) GRANT. Carrier grants Tower Company the non-exclusive right to develop, construct and lease those sites in the Carrier Markets as defined above which involve the construction of towers and related facilities ("Tower Sites") upon the terms and conditions of this Master Lease. Tower Company acknowledges and agrees that the right to develop, construct and 3 lease the Tower Sites is not an exclusive right and that Carrier may grant similar rights to other parties in other markets. (b) APPLICATION. (i) NOTICE. In the event that Carrier identifies a Tower Site or search ring where it intends to place, develop and construct a tower, and Carrier intends to grant to Tower Company the right to develop, construct and lease such Tower Site, Carrier shall give Tower Company written notice of the Applicable Tower Site. (A) NOTICE OF SEARCH RING. In the event that Carrier has issued a search ring for the Applicable Tower Site, but has not obtained a lease, contract, option or other right to lease the property for the Applicable Tower Site, Carrier shall notify Tower Company in writing of the parameters of the search ring for the Applicable Tower Site (the "Search Ring Notice"). (B) NOTICE OF LEASE. In the event that Carrier has obtained an option, lease, contract or other right to lease the property for the Applicable Tower Site, Carrier shall notify Tower Company in writing of such option, lease, contract or other right. Carrier shall immediately deliver to Tower Company a complete copy of the lease, option, contract or other right to lease the property for the Applicable Tower Site (the "Lease Notice"). (C) NOTICE OF BUILDING PERMIT. In the event that Carrier has obtained a lease, contract, option or other right to lease property for an Applicable Tower Site and is preparing to apply for a building permit for the Applicable Tower Site, Carrier shall notify Tower Company in writing, at least ten (10) days prior to the date that Carrier intends to make or actually makes an application for a building permit for Applicable Tower Site (the "Building Permit Notice") (the Search Ring Notice, the Lease Notice and the Building Permit Notice shall be each be referred to as a "Notice of Applicable Tower Site"). The Notice of Applicable Tower Site shall also be accompanied by the Carrier Specifications for the Applicable Tower Site that is the subject of the Notice of Applicable Tower Site. (D) OBLIGATION TO GIVE NOTICE. Notwithstanding paragraphs 2.1(b)(i)(A), (B) and (C), Carrier shall not be obligated to provide the Tower Company the Notice of Applicable Tower Site except in accordance with 2.1 (b)(i)(C), provided however, the Carrier may elect in lieu of providing Tower Company Notice of the Applicable Tower Site pursuant to 2.1(b)(i)(C) above to provide the Tower Company Notice of the Applicable Tower Site pursuant to either 2.1(b)(i)(A) or 2.1(b)(i)(B) above If Carrier provides Tower Company Notice of the Applicable Tower Site pursuant to 2.1(b)(i)(A) above, then Tower Company shall assist Carrier in locating a suitable Site within the of the parameters of the search ring set forth in the Search Ring Notice and shall be responsible for obtaining for Tower Company's own account and in Tower Company's own name a lease, contract, option or other right to lease property for the Applicable Tower Site (ii) ACCEPTANCE OR REJECTION OF APPLICABLE TOWER SITE. Tower Company shall have a period of fifteen (15) business days (the "Application Period") from the date of the Notice of Applicable Tower Site to accept (in the event of acceptance, the "Notice of 4 Acceptance") or reject in writing any such Applicable Tower Site because of any characteristics associated with the Applicable Tower Site which would in the reasonable opinion of Tower Company adversely impact the development or ownership by Tower Company of the Applicable Tower Site (including, without limitation, objectionable ground lease provisions, defects in existing, or inability to obtain proper, zoning or environmental contamination). In the event that Tower Company does not accept or reject the Applicable Tower Site within such fifteen (15) day period, Tower Company shall be deemed to have rejected such Applicable Tower Site. In the event that Tower Company rejects or does not accept any Applicable Tower Site, Tower Company shall have no right to require an assignment of the Ground Lease (hereinafter defined) or obligation to develop the Applicable Tower Site and Carrier shall have no further obligation to Tower Company in regards to the Applicable Tower Site under the terms of this Agreement. (c) DUE DILIGENCE. During the (i) (A) Application Period; and (B) in the event that the Tower Company provides the Carrier with a Notice of Acceptance upon the applicable Tower Site, during the period between the Application Period and the Commencement Date of the applicable SLA; and (C) during the term of the applicable SLA, provided that Tower Company has assumed the Ground Lease, if applicable, and entered into an SLA with Carrier: Carrier shall make available to Tower Company such information as Tower Company may reasonably require about the Applicable Tower Site which information shall include but shall not be limited to (ii) (A) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been obtained or for which Carrier has made application; (B) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property; (C) the geotechnical report for the Property commissioned by Carrier, if any; (D) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the Easements; and (E) the environmental assessments including phase I reports and any reports relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may have been produced regarding the environmental condition of the Property, the Easements or neighboring real property. Carrier shall cooperate with Tower Company in making reasonable modifications to the foregoing information at the request of Tower Company. If the Tower Company provides a Notice of Acceptance for any such Applicable Tower Site, Tower Company shall reimburse Carrier for the Pre-Development Costs associated with each accepted Applicable Tower Site in accordance with the Schedule set forth in Attachment "V". (d) FEDERAL AVIATION ADMINISTRATION APPROVAL. Carrier shall not file with the FAA any application, responses, approvals and registration numbers submitted or received with respect to any Applicable Tower Site without the prior written approval of Tower Company which approval shall not be unreasonably withheld, delayed or conditioned by Tower Company. (e) ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to Section 2.1 of this Agreement, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, from and after the date of the Assignment, by the Ground Lease, together with the Easements to the Property 5 pursuant to the Assignment and the relationship of the Carrier and Tower Company with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company within ten (10) business days of Carrier's delivery of the Notice of Acceptance. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company within ten (10) business days of Carrier's receipt of the Notice of Acceptance. Provided that the Ground Lease is in the form of an option to lease and such option has not been exercised, Tower Company shall record the Memorandum of Assignment within fifteen (15) business days of the Notice of Acceptance, and in any event prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located. In addition thereto, Tower Company and Carrier shall exercise their best efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities under the Ground Lease and shall include such release language in the Estoppel Certificate which is attached to the Assignment as Exhibit "E". Notwithstanding the foregoing provisions of this Section, the Assignment and Memorandum of Assignment are contingent upon the execution of the SLA by the Carrier and the execution of the SLA by the Carrier shall be a condition precedent to the effectiveness of the Assignment. In the event that any Estoppel Certificate obtained from the Ground Lessor for such Site indicates that a default exists or may exist under the Ground Lease on the part of the lessee thereunder, Tower Company shall have the option to terminate the Assignment and Memorandum of Assignment within ten (10) business days of the receipt of the notice of such alleged default. (f) COMPLETION OF PRE-DEVELOPMENT WORK. In the event that Tower Company accepts the Applicable Tower Site prior to the time that a building permit has been issued for the Applicable Tower Site, then except to the extent previously obtained by Carrier, Tower Company shall obtain and be responsible and liable for the completion of all matters necessary to complete the construction of the Tower Facilities upon the Applicable Tower Site, including without limitation (i) obtaining zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals for the Applicable Tower Site; (ii) obtaining the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property (iii) obtaining the geotechnical report for the Property; (iv) obtaining a title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information which may have been produced regarding the marketability of title and title to the Property and the easements; and (v) obtaining environmental assessments including phase I reports and a report relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Applicable Tower Site (collectively the "Pre-Development Information"). Tower Company shall make available to and deliver to Carrier copies of all of the Pre-Development Information obtained by Tower Company prior to the 6 execution of an SLA. Subject to the force majeure provisions of Section 5.5(e), the Tower Company shall deliver to the Carrier all of the Pre-Development Information and the Ground Lease for the Applicable Tower Site within the time periods provided in Attachment "V". (g) ZONING AND GOVERNMENTAL APPROVALS. In the event that it is necessary to obtain any zoning or governmental approvals, permits, variances, or other action from any federal, state or local governmental body or entity ("Governmental Approvals") for the Applicable Tower Site and Tower Company has accepted the Applicable Tower Site prior to the issuance of such Government Approvals, Carrier shall have the right to approve, (such approval not to be unreasonably withheld, delayed or conditioned,) any application, motion, appeal or action ("Government Application") for such Government Approvals. Where reasonably practicable and at Carrier's sole cost and expense, Carrier shall have the right to approve any presentation, witnesses, evidence, materials or reproduced works, or similar items, matters or parties which Tower Company intends to utilize or present for or to any person, entity, body or commission for such Governmental Approval. Where reasonably practicable, Carrier shall have the right to require Tower Company to hire or use, which shall be at Carrier's sole cost and expense, any witnesses, attorneys, consultants, lobbyists, public relations consultants, or parties which Carrier deems reasonably necessary to obtain the Governmental Approval. So long as Tower Company has not entered into a lease, license or similar contractual agreement with another wireless or telecommunications provider for the occupancy of space upon the Tower Facilities, Carrier shall have the right at any time to control, withdraw, dismiss, terminate or otherwise cease any process, hearing or proceeding upon or regarding a Government Application. In the event Government Approval is not obtained for any Applicable Tower Site, Carrier shall reimburse Tower Company for all fees and expenses incurred in connection with the Government Applications and Pre-Development Costs. In the event that the Carrier desires to terminate, dismiss, withdraw or otherwise cease any process, hearing, or proceeding upon or regarding a Government Application and in the reasonable opinion of the Tower Company and the Tower Company's Counsel (in writing) such Government application could have been approved and Tower Company does not construct a tower or similar facility upon the Property, the Carrier shall reimburse the Tower Company for all fees and expenses incurred in connection with the Government Applications and Pre-Development Costs. In addition, Tower Company may subsequently terminate, by written notice to Carrier, any Assignment, Memorandum of Assignment and/or SLA on any Applicable Tower Site previously entered into pursuant to 2.1 (h)(ii) if any Governmental Approvals for such Applicable Tower Site cannot be obtained, in which event, Tower Company and Carrier shall have no further obligation to each other under such SLA or under this Master Lease in regards the Applicable Tower Site, provided however, that Tower Company shall assign the Ground Lease (and any related documents including without limitation any Pre-Development Information) to Carrier without warranty or representation. In the event that the Carrier elects to proceed to appeal or obtain any Governmental Approvals for such Applicable Tower Site, Carrier may award such Applicable Tower Site to another company for the development, construction and leasing of the Applicable Tower Site, Carrier may develop, construct and lease the Applicable Tower Site itself or elect to obtain another tower site or otherwise. In any such event Tower Company and Carrier shall have no further obligation to each other under such SLA or under this Master Lease in regards to the Applicable Tower Site. 7 (h) SITE LEASE AGREEMENT. (i) In the event that a building permit has been obtained for the Applicable Tower Site and all Pre-Development Information has been completed and delivered to Carrier, Carrier shall execute two original copies of a Site Lease Agreement ("SLA") in substantially the form of the SLA attached hereto as Attachment III and deliver such SLA to Tower Company for execution within ten (10) business days of the delivery of the Pre-Development Information to the Carrier. Tower Company shall execute and deliver a Memorandum of SLA in substantially the form of the Memorandum of SLA attached hereto as Attachment "IV" contemporaneously with the execution and delivery of the SLA. (ii) In the event that the Notice of Acceptance has been received prior to the obtaining of a building permit and the delivery of all Pre-Development Information to Carrier, Carrier shall execute two original SLAs in substantially the form of the SLA attached hereto as Attachment III and deliver such SLA to Tower Company for execution within ten (10) business days of the delivery of all Pre-Development Information to Carrier. Tower Company shall execute and deliver a Memorandum of SLA in substantially the form of the Memorandum of SLA attached hereto as Attachment "IV" contemporaneously with the execution and delivery of the SLA. (iii) Carrier may refuse to execute the SLA and reject same on any Applicable Tower Site because of any deficiency in the Pre-Development Information or any deficiencies which are disclosed in the Pre-Development Information, (which Carrier did not obtain or prepare), including without limitation (A) exceptions to the title of the Property or the Easements, (B) deficiencies in the Plans and Specifications (C) deficiencies in the geotechnical analysis or environmental assessments for the Property or any deficiencies regarding the condition of the Property; or (D) deficiencies in any requirements under the National Environmental Protection Act; (E) any deficiency in the SLA; or (F) any deficiency in the Ground Lease or the due authorization thereof. Notwithstanding the foregoing, the Carrier shall give the Tower Company notice of any deficiency in the Pre-Development Information. Notice of any deficiencies from Carrier to Tower Company shall state with specificity the alleged deficiencies and the exact nature of the cure required by Carrier. Tower Company shall have fifteen (15) business days from the date of such notice to cure, correct, or otherwise modify such deficiency in the Pre-Development Information. In the event that Tower Company does not cure such deficiency to the reasonable satisfaction of Carrier and Carrier refuses to execute or rejects an SLA, Carrier shall have no obligation to execute an SLA or obligation to Tower Company under this Master Lease in regards to the Applicable Tower Site. In the event that Tower Company thereafter does not construct a tower on such Applicable Tower Site, Carrier shall reimburse Tower Company for its Pre-Development Costs incurred prior to Tower Company's actual knowledge of such deficiency, but in any event no more than Sixteen Thousand and no/ 100s Dollars ($16,000.00). Notwithstanding the foregoing provisions, in the event that Carrier and Tower Company dispute in good faith whether any such deficiency exists or whether any cure specified by Carrier is reasonable under the circumstances or any cure undertaken by Tower Company is adequate, and as a result Carrier refuses to execute or rejects an SLA, in addition to the remedies and recoveries provided above, Carrier shall submit and grant to Tower Company any substitute or alternate tower site which Carrier intends to build, develop and construct as a substitute for the Applicable Tower Site. 8 (iv) Tower Company may refuse to execute the SLA and reject same on any Applicable Tower Site because of any deficiency in the Pre-Development Information or any deficiencies which are disclosed in the Pre-Development Information, that was not prepared and available for review by Tower Company prior to its giving of the Notice of Acceptance for such Applicable Tower Site, including without limitation (A) exceptions to the title of the Property or the Easements, (B) deficiencies in the Plans and Specifications (C) deficiencies in the geotechnical analysis or environmental assessments for the Property or any deficiencies regarding the condition of the Property; or (D) deficiencies in any requirements under the National Environmental Protection Act; (E) any deficiency in the SLA; or (F) any deficiency in the Ground Lease or the due authorization thereof (unless the Ground Lease was prepared by Tower Company) Notwithstanding the foregoing, Tower Company shall give the Carrier notice of any such, which shall state with specificity the alleged deficiencies. (v) Carrier shall be responsible for recording and bear the cost of recording the Memorandum of SLA. III. DESIGN AND CONSTRUCTION OF TOWER FACILITIES 3.1 COVENANT TO CONSTRUCT. Construction of the Tower Facilities shall be the responsibility and obligation of Tower Company. Tower Company shall be responsible for the costs and construction of the Tower Facilities, and subject to availability and receipt by Tower Company of a building permit and any other required Governmental Approvals, Tower Company shall construct the Tower Facilities in accordance with and in substantial compliance with the Plans and Specifications and all rules, regulations, laws, and orders of any governing body, local, state or federal. Tower Company shall be responsible for obtaining all necessary permits and approval of the Plans and Specifications from all applicable governmental agencies, unless previously obtained by Carrier. 3.2 APPROVAL OF PLANS AND SPECIFICATIONS. (a) In the event that Carrier has obtained Plans and Specifications for the construction the Tower Facilities, Carrier shall deliver to Tower Company the Plans and Specifications for the Tower Facilities within five (5) days of the complete execution of the Assignment. In the event that Tower Company does not approve the Plans and Specifications Tower Company shall deliver detailed written objections to the Plans and Specifications within five (5) business days of the receipt of the Plans and Specification. If Tower Company modifies the Plans and Specifications Tower Company shall prepare and deliver to Carrier for approval by Carrier three copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall be delivered to Carrier within ten (10) business days of the delivery of the Plans and Specifications to Tower Company. If no objection or modified Plans and Specifications are delivered to Carrier within the above-referenced time periods, the Plans and Specifications shall be deemed approved. Within five (5) business days after receipt of the modified Plans and Specifications, Carrier shall approve such modified Plans and Specification or deliver to Tower Company detailed written objections thereto. If Carrier fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by Tower Company within the five (5) day period, Carrier shall be deemed to have effectively approved the modified Plans and Specifications. 9 (b) In the event that Carrier has not obtained Plans and Specifications for the Tower Facility, Tower Company shall have Plans and Specifications for the construction of the Tower Facility prepared, designed and delivered to Carrier within fifteen (15) business days of the execution of the Assignment, or in the event there is no Assignment, within fifteen (15) business days of the execution of the Ground Lease with the Ground Lessor, for Carrier's approval, which approval shall not be unreasonably withheld, delayed or conditioned. Within five (5) business days of receipt of the Plans and Specifications, Carrier shall approve the Plans and Specifications or deliver to Tower Company detailed objections thereto. If Carrier does not affirmatively approve or disapprove the Plans and Specifications within such five (5) day period, Carrier shall be deemed to have approved the Plans and Specifications. (c) The grounds for any disapproval by Carrier of Plans and Specifications or modifications thereof submitted by Tower Company shall be limited to failure of the Plans and Specifications to conform to applicable legal requirements or the to the Carrier Specifications. (d) Notwithstanding the foregoing, in the event that any federal, state or local governmental body, requires Tower Company or Carrier to modify the Plans and Specifications to obtain a Governmental Approval, Carrier or Tower Company may modify the Plans and Specifications provided the other party approves such modification, such approval not to be unreasonably withheld, delayed or conditioned. 3.3 COMMENCEMENT OF CONSTRUCTION. Tower Company shall commence construction of the Tower Facility promptly, and in any event within ten (10) days of the receipt of a building permit and shall complete the construction of each individual Tower Facility within forty-five (45) business days after, Carrier executes an SLA for the Site upon which the Tower Facility is to be constructed. Tower Company shall have no obligation to commence construction of the Tower Facilities unless and until an executed SLA has been executed by Carrier for the applicable Tower Site. The commencement of construction and the completion of construction of each Tower Facility shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by Tower Company or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not caused or contributed to by the Tower Company, or other unavoidable casualties, force majeure or similar causes beyond reasonable control of Tower Company or Tower Company's contractor or for time needed to perform additional construction covered by any change order requested by Carrier. Notwithstanding the foregoing, Carrier and Tower Company may negotiate and agree upon a different schedule for the completion of a Tower Facility in a Carrier Market. 3.4 SELECTION OF CONTRACTOR. Prior to the commencement of construction of a Tower Facility under this Agreement, Tower Company shall provide Carrier with the names of the contractors it proposes to use for the construction of the Tower Facility. Carrier may, in its reasonable discretion and within ten (10) business days of receipt of this information, object to the use of a specific contractor on a Tower Facility. Failure of Carrier to object to any contractor within such ten (10) business day period shall constitute approval of all such contractors. 3.5 MANNER OF CONSTRUCTION. (a) Tower Company represents, warrants and agrees that the Tower Facilities shall be constructed in a good and workmanlike manner and in accordance with the Plans and Specifications and all applicable federal, state and local laws, ordinances, 10 rules and regulations and shall be of good quality, free from faults and patent defects. Tower Company warrants to Carrier that all materials furnished in connection with the construction of the Tower Facilities will be new unless otherwise specified, and of good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. (b) Tower Company shall supervise and direct the work on the Tower Facilities (the "Work"), using Tower Company's best skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, Tower Company shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (e) Tower Company shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. (f) Tower Company shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work Tower Company shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (g) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (h) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. (i) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 11 (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto. 3.6 NO LIENS. Tower Company shall keep the Tower Facilities free of all involuntary liens and claims other than those arising by, through or under Carrier, including without limitation, (a) liens and claims arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for liens for taxes or assessments which are not yet due and payable; or (c) liens or claims which may impair Carrier's interest. Notwithstanding the foregoing, Tower Company may encumber the Tower Facilities with a lien or mortgage as surety for construction or permanent financing. 3.7 NOTIFICATION OF COMPLETION. Tower Company shall notify Carrier of the date when the Tower Facilities have been substantially completed by delivery of a notice in substantially the same form attached hereto as Attachment "VI" ("Notice of Completion"). Within fifteen (15) business days after the Notice of Completion, Carrier shall deliver to Tower Company a Punch List. The Tower Facilities shall be deemed accepted by Carrier if a Punch List is not received by Tower Company within fifteen (15) days of the date of Notice of Completion. In the event that Carrier does submit a Punch List to the Tower Company, the Tower Company shall complete and correct all items on the Punch List within ten (10) business days after delivery of the Punch List. The Carrier shall not be deemed to have accepted the Tower Facilities as complete until completion of all items on the Punch List. 3.8 IMPROVEMENTS BY CARRIER. Unless otherwise provided in this Agreement or otherwise, Carrier shall be responsible for procuring any and all permits and approvals from any and all federal, state or local governmental agencies which may be required for the installation or operation of Carrier's Equipment on the Tower Facilities for each Site and for the installation of Carrier's Equipment upon the Premises. In the event that the Tower Company installs the Carrier Equipment upon the Tower Facilities, the Tower Company shall perform such installation pursuant to the provisions of the Schedule attached to Attachment "V". Subject to the provisions of Section 4.12, Carrier shall submit plans and specifications for the proposed installation of Carrier's Equipment to Tower Company for Tower Company's approval. Carrier shall not construct or install any equipment or improvements onto the Premises other than those which are described in the SLA or alter the radio frequency of operation of the Carrier's Equipment without first obtaining the prior written consent of Tower Company which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, so long as Carrier obtains Tower Company's prior written approval, which approval shall not be unreasonably withheld, delayed, or conditioned, Carrier shall have the right to make alterations to the Premises and the Carrier Equipment so long as Carrier does not increase the area of space upon the Tower Facilities or the ground space upon the Site, increase the wind or structural load upon the Tower Facility or create material radio frequency interference with the equipment of 12 other users then located upon the Tower Facility who have a written contractual agreement with the Tower Company for the location of equipment upon the Tower Facility. 3.9 COMPLIANCE WITH GOVERNMENTAL RULES. All work required to be performed by Carrier or Carrier's employees, contractors or agents shall be made in a good and workmanlike manner. Tower Company shall be entitled to require substantial compliance with the plans and specifications approved by Tower Company pursuant to paragraph 3.8 including specifications for the grounding of Carrier's equipment and antennas. All construction, installations and operations in connection with this Master Lease by Carrier shall meet with all applicable rules and regulations of the FCC, and all applicable codes and regulations of the city, county, and state concerned. IV. LEASE OF THE PREMISES 4.1 PREMISES. Carrier may install, maintain, operate and remove Carrier's Equipment on the Tower Facilities, only at the heights and in those locations designated in an SLA upon the Property. The terms and conditions of this Master Lease shall be incorporated into each SLA and the terms and conditions of each SLA shall be governed by the terms, covenants and conditions of this Master Lease as though set forth in the SLA word for word. The SLA for each Site shall be in substantially the same form as that attached hereto as Attachment "III". The SLA shall be executed by Carrier and Tower Company and shall incorporate by reference information about the Site including but not limited to the legal description of the Premises and the Property which is the subject of the Ground Lease, the legal description of the Easements, a description of Carrier's Equipment, and a mounting height of the antennas in the instance of the applicable Tower Facility or other structure. In no event shall Carrier's Equipment exceed or deviate from the equipment described in the SLA without the prior written consent of Tower Company which consent shall not be unreasonably withheld, delayed or conditioned; provided however, Tower Company and Carrier acknowledge and agree that so long as Tower Company approves any substituted, additional or altered equipment, which approval shall not be unreasonably withheld, delayed or conditioned and any additional or substituted equipment (i) does not increase the wind load or structural burden upon the Tower Facilities, (ii) does not increase the space upon the Tower Facilities or the ground space upon the Site, (iii) does not create a fly material technical or radio frequency interference with any existing equipment located upon the Tower Facilities at the time of the request for such modification or substitution, (iv) and does not increase the effective isotropically radiated power emitted from the antennae located upon the Carrier Premises in excess of one thousand six hundred forty (1640) watts. Carrier may substitute, add, alter, modify and replace Carrier's Equipment described in the SLA upon the Tower Facilities. 4.2 USE. Subject to the provisions of Section 3.8, Carrier may use the Premises for (i) the transmission and reception of wireless communications signals, (ii) the construction, alteration, maintenance, replacement, repair, and upgrade of Carrier's Equipment, at Carrier's sole cost and expense, subject to and in accordance with Sections 4.1, 4.12 and other applicable provisions of this Master Lease, and (iii) activities incidental to any of the foregoing, and for no other purposes. The use of any Tower Facility granted Carrier by this Master Lease shall be non-exclusive, but it shall be limited in strict accordance with this Master Lease. Tower Company shall have the right to enter into lease and license agreements with others relating to the Tower Facility in the reasonable discretion of the Tower Company, subject to the covenants, 13 terms and conditions of this Master Lease including, without limitation, covenants prohibiting interference with Carrier's Equipment found in Section 4.12 of this Master Lease. 4.3 INITIAL TERM OF MASTER LEASE. The initial term of this Master Lease shall be for a period of seven (7) years from the date of this Master Lease. 'Me Master Lease shall automatically renew for four (4) additional terms of five (5) years each unless Tower Company or Carrier notifies the other party of its intention not to renew this Master Lease at least six (6) months prior to the end of the then existing term or Renewal Term of this Master Lease. The terms and conditions of the Master Lease which are applicable to each SLA shall remain in force and continue to apply until the termination or expiration of the applicable SLA even if the Master Lease is terminated or not renewed. 4.4 INITIAL TERM OF SLAS. The initial term of the SLA for each Tower Facility shall be for a period of seven (7) years commencing on the Commencement Date and expiring on the seventh (7th) anniversary of the Commencement Date ("Initial Term"). Carrier and Tower Company shall execute a letter agreement in substantially the form of Attachment VII, which shall be attached to each SLA confirming the calendar date which the parties acknowledge and agree is the Commencement Date for each SLA. 4.5 RENEWAL TERMS FOR SLA. Carrier shall have the right to extend each SLA for four (4) additional period(s) of five (5) years each ("Renewal Terms"). Carrier shall provide Tower Company written notice of Carrier's intent to renew any SLA not less than one hundred twenty (120) days prior to the end of the then existing term. Each Renewal Term shall be on the same terms and conditions as set forth in this Master Lease except that Rent shall accrue in the manner described on Attachment V. 4.6 QUIET ENJOYMENT. Subject to Carrier's payment and performance of all of its duties and obligations under this Master Lease and any applicable SLA, Tower Company covenants that Carrier shall have the quiet enjoyment of the Premises throughout the term of the applicable SLA, without threat of hindrance, ejection or molestation. 4.7 GROUND LEASE. (a) Tower Company covenants that it shall not commit any act which would result in a default, non-renewal or nonconformance of the Ground Lease. The SLA shall be subject to the continued existence and enforceability of the Ground Lease, provided, however, any termination or expiration of the Ground Lease which occurs as a result of any default, non-renewal or non-conformance by Tower Company under the terms of the Ground Lease, without the prior written consent of Carrier, shall be construed as an event of default under the terms of the SLA. (b) In the event that the Ground Lease requires the Ground Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that Tower Company obtains such consent. The form and content of such consent shall be subject to Carrier's approval, which approval shall not be unreasonably withheld, delayed or conditioned. (c) In the event that the Ground Lease expires, terminates or is not otherwise renewed, and subject to the terms and provisions of the Ground Lease, Tower Company hereby 14 grants to Carrier the right to purchase the Tower Facilities (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation, storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.). Such option must be exercised within six (6) months of the date of such expiration, termination or non-renewal. (d) Tower Company agrees to deliver a non-disturbance and attornment agreement with the landlord under the Ground Lease for Carrier's continued possession of the Premises under the applicable SLA and/or the assumption and/or assignment of the Ground Lease to Carrier in the event that Tower Company elects to terminate the Ground Lease. Carrier acknowledges and agrees that the language provided in paragraph 5 of the Estoppel Certificate attached to the Assignment as Exhibit "E" will be sufficient to comply with the requirements of this provision. This provision shall not imply that Carrier consents to the expiration or termination of the Ground Lease by Tower Company. 4.8 BASE RENT. As consideration for the use and occupancy of the Premises under any SLA, Carrier shall pay, without setoff, abatement, deduction, or demand, except as expressly provided in this Master Lease, to Tower Company the base rent shown on Attachment V ("Base Rent" or "Rent"). The Base Rent shall be due and payable in monthly installments, in advance, on the first day of each month during the term (including Renewal Terms) of this Lease, commencing on the Commencement Date. Carrier shall pay to Tower Company interest at the rate of [CONFIDENTIAL TREATMENT REQUESTED] per annum or the highest rate allowed by law (whichever is less) on all payments of Base Rent not paid when due from due date thereof until paid. 4.9 CARRIER'S EQUIPMENT. Carrier's Equipment shall remain Carrier's exclusive personal property throughout the term of this Agreement and upon termination of the SLA. Carrier shall have the right to remove all the Carrier's Equipment at Carrier's sole cost and expense on or before the expiration or earlier termination of the SLA, provided that Carrier repairs any damage to the Premises, the Property or the Tower Facilities caused by such removal, provided that Carrier shall not be obligated to remove any pads, utilities or similar permanent fixtures. Tower Company and Tower Company's agents shall have the right to enter the Property and the Tower Facility located upon the Property at all times for the purpose of inspecting the same. 4.10 MECHANICS' LIENS. Carrier shall not permit any mechanics', materialmen's, contractors' or subcontractors' liens arising from any construction work, repair, restoration or removal or any other claims or demands to be enforced against the Tower Facilities or the Property or any part thereof. Tower Company shall have the right at any time to post and maintain upon the Property such notices as may be necessary to protect Tower Company against liability for all such liens and encumbrances. Tower Company shall assume no liability for the payment of materials or labor which arise from the installation of Carrier's improvements upon the Premises and no mechanics' or materialmen's liens for Carrier's improvements shall attach to the interest of Tower Company in the Tower Facilities. If any mechanics', materialmens', contractors or subcontractors' liens are filed against the Property or the Tower Facility due to work performed by Carrier, then Carrier shall remove such liens by posting any bonds required by the applicable state law. 15 4.11 MAINTENANCE AND REPAIRS. (a) Carrier shall perform all repairs necessary or appropriate to Carrier's Equipment to maintain Carrier's Equipment in a good and tenantable condition, reasonable wear and tear, damage by fire, the elements or other casualty excepted. Damage to Carrier's Equipment resulting from the acts or omissions of Tower Company shall be repaired by Carrier at Tower Company's cost and expense. Tower Company shall reimburse Carrier for the actual reasonable costs incurred as evidenced by adequate documentation by Carrier in repairing such damage or replacing Carrier's Equipment. (b) Tower Company shall maintain the Tower Facilities, the Site, the Easements, and portions of the Property other than Carrier's Equipment (i) in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted; and (ii) in such condition that the Tower Facilities and the Property are required to be maintained by Tower Company pursuant to the Ground Lease; and (iii) in compliance with all rules, laws, regulations and orders of any governmental entity. Damage to the Tower Facilities or the equipment or improvements of Tower Company or others located on the Property or the Tower Facilities, which results from the acts or omissions of Carrier, shall be repaired by Carrier at Carrier's cost and expense, or at the option of Tower Company, Carrier shall reimburse Tower Company for the actual reasonable costs incurred by Tower Company in repairing such damage or replacing such equipment or improvements as evidenced by adequate documentation. Notwithstanding the foregoing or other provisions in this Master Lease to the contrary, Tower Company may delegate its obligations to maintain or repair the Tower Facilities to another company provided that, such company to whom the obligations are delegated complies with all the terms and provisions of this Agreement and provided that such delegation does not in effect, delegate all or a substantial portion of Tower Company's obligations under this Agreement. (c) Tower Company assumes no responsibility for the licensing, operation and maintenance of the Carrier's Equipment. 4.12 UTILITIES. Carrier shall be solely responsible for the payment of, and shall pay when due and payable, all utility charges including connection charges and security deposits incurred in association with the Carrier's Equipment. Carrier will be responsible for setting up their account for ongoing power usage. The scope of the installation of the utilities shall be as defined in Attachment V. Subject to Tower Company's prior written approval (which shall not be unreasonably withheld, conditioned or delayed), Carrier may (i) install or improve existing utilities servicing the Tower Facility, (ii) install an electrical grounding system or improve or connect to any existing electrical grounding system to provide the greatest possible protection from lightning damage to the Tower Facility, or (iii) may connect its utilities to any emergency generator or similar emergency power source which Tower Company may have at the Tower Site or the Property. Tower Company shall assist Carrier in obtaining any utility services necessary to service the Carrier Equipment including, without limitation, any meters, telephone lines or services to the Premises. 16 4.13 INTERFERENCE AND MAXIMUM PERMISSIBLE EXPOSURE. (a) BY OTHER OCCUPANTS. Tower Company may enter into sublease or license agreements with other persons or entities for the Tower Facilities which are the subject of this Master Lease, provided that Tower Company shall require such sublessee or licensee to install equipment of types and frequencies that will not cause interference to Carrier's communications operations then being conducted from the Premises and subject to the provisions of this Master Lease. Tower Company agrees that in the event such sublessee or licensee causes interference with Carrier's Equipment, Tower Company will require such sublessee or licensee to take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within twenty-four (24) hours after receipt by Tower Company of notice from Carrier of the existence of interference, Tower Company shall take such actions as are permitted by law and can be conducted without breach of the peace such as causing such sublessee or licensee to disconnect the electric power and shut down such sublessee's or licensee's equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is corrected. If such interference is not rectified to the reasonable satisfaction of Carrier within thirty (30) days after receipt by Tower Company of such prior notice from Carrier of the existence of interference, Tower Company shall cause such sublessee or licensee to remove such sublessee's or licensee's antennas and equipment from the Tower Facilities. (b) BY CARRIER. In no event shall Carrier alter the operations of Carrier's Equipment or replace, upgrade or otherwise modify the operations of Carrier's Equipment or otherwise use the Premises in a manner which will cause interference with the operations of any other equipment which is then in existence on the Tower and for which Tower Company has a written contractual agreement with an independent bona fide third party. Carrier agrees that in the event Carrier's Equipment causes interference with any existing equipment upon the Tower Facilities which was placed upon the Tower Facilities prior to the installation of Carrier's Equipment or of any modifications to Carrier's Equipment upon the Tower Facilities, Carrier will take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within twenty-four (24) hours after receipt by Carrier from Tower Company of notice of the existence of interference, Carrier shall cease operation of Carrier's Equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is corrected. Carrier covenants that Carrier's Equipment shall be operated in compliance with all applicable federal state and local laws, ordinances and regulations. (c) MAXIMUM PERMISSIBLE EMISSIONS; COOPERATIVE EFFORTS. If antenna power output ("RF Emissions") becomes subject to any restrictions imposed by the FCC or any other government agency for RF Emissions standards on UTE limits, or if the Tower Facilities otherwise become subject to federal, state or local rules, regulations, restrictions or ordinances, Carrier shall comply with Tower Company's reasonable requests for modifications to Carrier's Equipment which are reasonably necessary for Tower Company to comply with such limits, rules, regulations, restrictions or ordinances. The RF Emissions requirements of Carrier shall be subordinate to any prior users of the Tower Facilities. Similarly, the RF Emissions of users subsequent to Carrier shall be subordinate to any requirements of Carrier. If Tower Company or 17 Carrier require an engineering evaluation or other power density study be performed to evaluate RF Emissions compliance with NIPE limits, then all reasonable costs of such an evaluation or study shall be shared equally between Tower Company, Carrier, and any other users of the Tower Facilities. If said study indicates that RF Emissions at the Tower Facility do not comply with MPE limits, then Tower Company, Carrier, and subsequent tenants shall immediately take any steps necessary to ensure that they are individually in compliance with such limits or shall at the demand of Tower Company cease operations until a maintenance program or other mitigating measures can be implemented to comply with MPE. Carrier shall have the right, without waiving any other rights or remedies, to terminate the SLA applicable to any such Site in the event that such mitigation measures cannot be implemented without materially adversely affecting the operation of the Carrier Equipment. (d) SIGNAGE REGARDING MPE. Carrier acknowledges and understands that Tower Company may install certain signage and/or physical barriers pertaining to radio frequency exposure from transmitters and other equipment located upon the Tower Facilities. Tower Company and Carrier shall instruct all of their personnel and their contractors performing work at the Tower Facilities, the Property or the Premises, to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. Carrier shall be responsible for placement of signage or physical barriers at or near the Carrier Equipment and/or its cabinet or building at the Premises in order to comply with applicable FCC radio frequency exposure guidelines. Tower Company agrees that it shall cooperate with Carrier in these efforts and that Tower Company shall instruct its personnel and contractors performing work at the Property, the Tower Facilities and the Premises to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall Tower Company's personnel or contractors tamper with any such signage or barriers. Tower Company and Carrier shall cooperate in good faith to minimize any confusion or unnecessary duplication that could result from similar signage being posted respecting other carriers' transmission equipment (if any) at or near the Premises, the Tower Facilities and the Property. (e) NOTICE. In order to facilitate the provisions of this Section, and the remaining provisions of the Agreement, the Tower Company shall give Carrier notice of any party who shall occupy the Tower Facilities within sixty (60) days of notice of such intended occupancy or the complete execution of an agreement for such occupancy. 4.14 TOWER MARKING AND LIGHTING REQUIREMENTS. Tower Company shall be responsible for designing and maintaining the Tower Facilities to comply with any applicable marking and lighting requirements imposed by the FAA and the FCC. Tower Company shall be responsible for the replacement of bulbs and for the repair of the tower lighting system. 4.15 INDEMNIFICATION AND RISK OF LOSS. (a) Carrier shall bear the risk of loss for Carrier's Equipment from theft or damages caused by (i) acts of God, and such acts or loss were not contributed to or caused by Tower Company; or (ii) third parties whose interest in the Premises does not arise from Tower Company and such acts or loss were not contributed to or caused by the Tower Company; or (iii) third parties who are not employees, officers, directors, contractors, subcontractors or agents 18 or representatives of Tower Company, and such acts or loss were not contributed to or caused by Tower Company. (b) Carrier shall exonerate, hold harmless, indemnify, and defend Tower Company from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from Carrier's use and occupancy of the Premises or the negligent or intentional acts or omissions of Carrier or Carrier's principals, employees, agents or independent contractors and such injury, death or damage is not contributed to or caused by the acts or omissions of Tower Company or Tower Company's use, operation or ownership of the Property or the Tower Facilities; and (c) Tower Company shall exonerate, hold harmless, indemnify and defend Carrier from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from Tower Company's use, operation or ownership of the Property or the Tower Facilities, or the negligent or intentional acts or omissions of Tower Company or Tower Company's principals, employees, agents or independent contractors, and such injury, death of damage is not caused by or contributed to by the acts or omissions of Carrier or Carrier's use or operation of the Tower Facilities or Property or its interest in the Premises. 4.16 ENVIRONMENTAL INDEMNIFICATION. (a) Carrier, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Tower Company from and against any and all environmental damages, caused by activities conducted on the Premises by Carrier which result in or arise from (i) the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by Carrier, or (ii) the violation of any environmental requirements by Carrier pertaining to the Premises and any activities thereon. Carrier covenants that it shall not nor shall Carrier allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. (b) Tower Company, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Carrier from and against any and all environmental damages, caused by activities conducted on the Premises by Tower Company which result in or arise from (i) the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by Tower Company, or (ii) the violation of any environmental requirements by Tower Company pertaining to the Premises and any activities thereon. Tower Company covenants that it shall not, nor shall Tower Company allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. 19 4.17 INSURANCE. (a) Carrier shall procure and maintain during the term of this Master Lease and any applicable SLA the following insurance: (i) "All Risk" property insurance which insures Carrier's Equipment for their full replacement cost; and (ii) comprehensive general liability insurance with a commercial general liability endorsement having a minimum limit of liability of $1,000,000, with a combined limit for bodily injury and/or property damage for any one occurrence, and (iii) excess/umbrella coverage of $2,000,000 provided that the imposition of these limits of insurance shall not limit the liability of Carrier hereunder. The Tower Company, at its option, may require the Carrier to increase the amounts of the foregoing insurance at the commencement of each Renewal Term of each SLA by an amount equal to fifteen percent (15%) over the amount of insurance provided herein in effect for the Previous Initial Term or Renewal Term. (b) The Tower Company shall procure and maintain during the terms of the Master Lease and any applicable SLA, the following insurance: (i) "All Risk" property insurance which insures the Tower Facilities and the Property for their full replacement cost; and (ii) comprehensive general liability insurance with a general liability endorsement having a minimum limit of liability of $1,000,000 with a combined limit for bodily injury and/or property damage for any one occurrence; and (iii) excess umbrella coverage of $2,000,000; and (iv) workers compensation insurance and employees' liability insurance for the statutory limit, but in no event no less than One Million and No/100 Dollars ($1,000,000.00); and (v) a policy of rental value or business interruption insurance insuring that rent under the Ground Lease shall continue to be paid for a period of twelve (12) months; provided that the imposition of these limits of insurance shall not limit the liability of the Tower Company hereunder. The Carrier may, at its option, require the Tower Company to increase the amounts of the foregoing insurance at the commencement of each Renewal Term of each SLA by an amount equal to fifteen percent (15%) over the amount of insurance provided herein in effect for the previous Initial Term or Renewal Term. (c) Tower Company and any party holding a security interest in the Tower Facilities which is identified to Carrier and any party holding a security interest in Carrier's Equipment shall be named as an additional insured on any insurance policy procured by Carrier pursuant to this Master Lease and Carrier and any party holding a security interest in the Carrier Equipment which is identified to the Tower Company, shall be named as an additional insured on any insurance policy procured by Tower Company pursuant to this Master Lease. 4.18 SUBROGATION. (a) IN GENERAL. All insurance policies required to be maintained by Carrier and Tower Company under this Master Lease shall contain a waiver of subrogation provision under the terms of which the insurance carrier waives all of such carrier's rights to proceed against Tower Company or Carrier as may be applicable, excluding workers compensation insurance. (b) MUTUAL RELEASE. Tower Company and Carrier each release the other and their respective representatives from any claims by them or any one claiming through or under them by way of subrogation or otherwise for damage to any person or to the Premises, the Tower Facilities or the Property, and to the fixtures, personal property, improvements and alterations in or on the Premises that are caused by or result from risks insured against under any insurance 20 policy required to be carried by them pursuant to this Master Lease, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies. 4.19 DESTRUCTION OR CONDEMNATION. If the whole or any substantial part of the Premises, or the Tower Facilities shall be taken by any public authority under the power of eminent domain, or if the whole or any substantial part of the Premises or the Tower Facilities shall be destroyed by fire or other casualty, so as to interfere with Carrier's use and occupancy thereof, then, at the option of Tower Company, the applicable SLA shall cease on the part so taken on the date of possession by such authority of that part, (or in the event that Carrier must remove Carrier's Equipment prior to that date, the date Carrier must move Carrier's Equipment) and any unearned rent paid in advance of such date shall be refunded by Tower Company to Carrier within thirty (30) days of such possession, and Tower Company shall have the right to terminate the SLA upon written notice to Carrier, which notice shall be delivered by Tower Company within thirty (30) days following the date notice is received by Tower Company of such taking or possession. If Tower Company elects not to terminate the SLA, then Tower Company shall rebuild and restore the Tower Facilities to substantially the same condition as existed prior to the taking, destruction or other casualty, and the Base Rent shall be reduced or abated in proportion to the actual reduction or abatement of Carrier's use of the Premises until completion of such restoration. Such building or restoration or construction shall be completed within One Hundred and Twenty (120) days of the casualty or taking. In addition thereto, and subject to the terms of the Ground Lease, the Carrier shall have the option, at its expense to place a temporary communications facility upon the Property during the restoration so long as the placement of the temporary communications facility does not conflict or interfere with the restoration or construction of the Tower Facilities, or in the event of the termination of the SLA, for a period of One Hundred and Eighty (180) days from the termination at a rate equal to onehalf of the amount of the Rent provided for under the SLA. 4.20 DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA by Carrier: (a) any failure of Carrier to pay Base Rent or any other charge for which Carrier has the responsibility of payment under this Master Lease, or any SLA, within fifteen (15) days of written notice thereof; or (b) any failure of Carrier to perform or observe any term, covenant, provision or conditions of this Master Lease, or any SLA, which failure is not corrected or cured by Carrier within thirty (30) days of receipt by Carrier of written notice from Tower Company of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Carrier to complete a cure so long as Carrier commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure provided, however, that in the event such default exposes Tower Company to potential liability for damages, fines or penalties or causes a breach of any other agreement to which Tower Company is a party, Carrier shall immediately remedy such conditions or Tower Company shall be entitled to remedy such condition at Carrier's reasonable cost and expense; or 21 (c) Carrier shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Carrier which is not dismissed within sixty (60) clays of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Carrier's assets, or Carrier makes an assignment for such purposes for the benefit of creditors; (d) this Master Lease or Carrier's interest herein or Carrier's interest in the Premises are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (e) the imposition of any lien on the Carrier's Equipment except as may be expressly authorized by this Master Lease, or an attempt by Carrier or anyone claiming through Carrier to encumber Tower Company's interest in the Tower Facilities or the Property and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or (f) the abandonment of the Premises in the event that such abandonment would cause the revocation or rescission of any Government Approvals for the Tower Facilities and another carrier is located upon the Tower Facilities and such abandonment is not cured within thirty (30) days of written notice thereof, or in the event that no other Carrier is located upon the Tower Facility, the Carrier shall not abandon the Tower Facilities for a period of one (1) year after giving the Tower Company written notice of the proposed abandonment or the date that an additional or replacement tenant is located upon the Tower Facility, whichever event occurs first. Tower Company understands and agrees that a default by Carrier under the terms of any SLA shall constitute an event of default under that SLA but shall not constitute a default under any other SLAs and that Tower Company shall have the right but not the obligation to those remedies afforded to Tower Company at law or in equity and by Section 4.20 for each applicable SKA, on a site by site basis, which is subject to this Master Lease. The forbearance of Tower Company to exercise any remedies available to Tower Company shall not constitute a wavier of the ability of Tower Company to exercise those remedies for the same or subsequent defaults. 4.21 REMEDIES OF TOWER COMPANY. In the event of a default by Carrier under the terms of Section 4.20 of this Master Lease and after Carrier's failure to cure such default within the time allowed to cure such default, then Tower Company may, in addition to all other rights or remedies that Tower Company may have hereunder at law or in equity; (a) Terminate Carrier's right to possession of the Premises by any lawful means, in which case the applicable SLA shall terminate and Carrier shall immediately surrender possession of the Premises to Tower Company and Tower Company may re-enter the Premises and take possession thereof and remove all persons therefrom, and Carrier shall have no further claim to the Premises or the Applicable Tower Site under this Master Lease. In the event of any such termination, Tower Company shall also be entitled to recover from Carrier all damages incurred by Tower Company by reason of Carrier's default or breach. 22 (b) Alternatively, Tower Company may expel Carrier from the Premises without terminating the Applicable SLA, make such alterations and repairs as may be necessary in order to relet the Premises and may relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Master Lease or the applicable SLA) and at such rental or rentals and upon such other terms and conditions as Tower Company in its discretion may deem advisable. Upon each such reletting all rentals and other sums received by Tower Company from such reletting ~hall be applied to the payment of any costs and expenses of such reletting and to the payment of rental and other charges due and unpaid hereunder. If such rentals and other sums received from such reletting during any month are less than that to be paid during that month by Carrier hereunder, Carrier shall pay such deficiency to Tower Company; if such rentals and sums shall be more, Carrier shall have no right to the excess. Such deficiency shall be calculated and paid monthly. 4.22 MITIGATION BY TOWER COMPANY. No efforts by Tower Company to mitigate the damage by Carrier's default under this Master Lease shall be deemed a waiver of Tower Company's rights to recover damages under this Master Lease. 4.23 DEFAULT BY TOWER COMPANY. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA by Tower Company: (a) any failure of Tower Company to pay any charge for which Tower Company has the responsibility of payment under this Master Lease or any SLA within fifteen (15) days of written notice from Carrier, or its agents or representatives thereof; (b) any failure of Tower Company to perform or observe any term, covenant, provision condition or obligation to commence and complete construction under the terms of this Agreement, including without limitation to Section 3.3 and 3.8 of this Agreement and any schedule, attachment or agreement related thereto, subject to the force majeure provisions of this Agreement, which failure is not corrected or cured by Tower Company within five (5) days of receipt by Tower Company of written notice from Carrier of the existence of such a default; or (c) any failure of Tower Company to perform or observe any other term, covenant, provision or conditions of this Master Lease or any SLA which failure is not corrected or cured by Tower Company within thirty (30) days of receipt by Tower Company of written notice from Carrier of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Tower Company to complete a cure so long as Tower Company commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; provided, however, that in the event such default exposes Carrier to potential liability for damages, fines or penalties or causes a breach of any other agreement to which Carrier is a party, Tower Company shall immediately remedy such conditions or Carrier shall be entitled to remedy such condition at Tower Company's reasonable cost and expense; or (d) Tower Company shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Tower Company which is not dismissed within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or 23 reorganization of all or a substantial portion of Tower Company's assets, or Tower Company makes an assignment for such purposes for the benefit of creditors; (e) this Master Lease, any SLA or Tower Company's interest herein or Tower Company's interest in the Premises, the Tower Facilities or the Property are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (f) the imposition of any lien on the Tower Facilities except as may be expressly authorized by this Master Lease, or an attempt by Tower Company or anyone claiming through Tower Company to encumber Carrier's interest in the Premises and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or Tower Company understands and agrees that a default by Tower Company under the terms of any SLA shall constitute an event of default under that SLA but shall not constitute a breach or a default under any other SLA and that Carrier shall have the right but not the obligation to those remedies afforded to Carrier at law or in equity and under Section 4.24 for each applicable SLA, on a Site-by-Site basis, which is subject to this Master Lease and in any SLA, provided, however, that in the event that any default hereunder occurs and is then existing under more than thirty percent (30%) of the SLAs in effect under his Agreement at any single instance and such defaults are not cured within the notice periods provided herein, the aggregate of such defaults shall constitute a default under the terms of this Agreement and Tower Company shall have the right but not the obligation to those remedies afforded to Tower Company at law or in equity and/or by Section 4.24 for the Master Lease and for all of the Sites and the SLAs which are subject to the Master Lease. The forbearance of Carrier to exercise any remedies available to Carrier shall not constitute a waiver of the ability of Carrier to exercise those remedies for the same or subsequent defaults. 4.24 REMEDIES OF CARRIER. In the event of a default by Tower Company under the terms of Section 4.23 of this Master Lease, or any SLA and after Tower Company's failure to cure such default within the time allowed to cure such default, then Carrier may, (a) sue for damages; (b) terminate the applicable SLA, without waiving its right to sue for damages; (c) cure such defaults itself and deduct the actual costs of such cure from the Base Rent due under the applicable SLA, then from the rent or Base Rent due under any other SLAs, and then from any other amounts, due to Tower Company from the Carrier; (d) in the case of a default under Section 4.23(b) Carrier shall have the right to complete construction of or cause the completion of the construction of the Tower Facilities without further notice to or consent of the Tower Company. Carrier shall have the right to hire or retain any contractor it shall so choose to complete the construction of the Tower Facilities in such event. Tower Company and its employees, contractors, subcontractors, agents and representatives shall provide the Carrier and its employees, agents, representatives, contractors and subcontractors free, unobstructed, complete and open access to the Property and the Easements to complete construction of the Tower Facilities, Carrier's Equipment and anything related thereto. In addition to any other claims or damages, Tower Company shall reimburse Carrier for the reasonable cost actually incurred for the construction or completion of construction of the Tower Facility and any items related thereto. Carrier may set such amounts due off against the Rent due under the SLA for the Applicable Tower Facility or any other SLA and make claim against the Tower Company for 24 any amounts due, such remedies to be cumulative and concurrent or sequential at the election of the Carrier. Such remedies shall be in addition to all other rights and remedies Carrier may have at law or equity. All of the remedies provided in this Agreement or in any other SLA or at law or in equity are cumulative and Carrier may exercise such remedies concurrently or sequentially in such order as it may choose. 4.25 MITIGATION BY CARRIER. No efforts by Carrier to mitigate the damage by Tower Company's default under this Master Lease shall be deemed a waiver of Carrier's rights to recover damages under this Master Lease. 4.26 SUBORDINATION. This Master Lease, at Tower Company's option, shall be subordinate to any mortgage, deed of trust or other encumbrance now or hereafter placed upon the Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the beneficiary or lender under such mortgage, deed of trust or other encumbrance enters into a satisfactory non-disturbance and attornment agreement with Carrier. Subject to the provisions of Section 4.7 of this Master Lease, any SLA shall be subject to the terms and provisions of the Ground Lease. V. GENERAL PROVISIONS 5.1 NOTICES. All notices or demands by or from Tower Company to Carrier, or Carrier to Tower Company, shall be in writing. Such notices or demands shall be mailed to the other party at the following address: Tower Company: ------------------------------- ------------------------------- ------------------------------- Carrier: Tritel Communications, Inc. 112 E. State Street - Suite B Ridgeland, MS 39157 Attn: Ken Harris 5.2 ASSIGNMENTS AND SUBLEASES. (a) ASSIGNMENT BY CARRIER. (i) ASSIGNMENT OF MASTER LEASE OR SLAS. Carrier shall not voluntarily, involuntarily or by operation of law assign, sell, or otherwise transfer Carrier's interest in this Master Lease, any SLA, the Property, the Premises, the Tower Facilities or any portion thereof without Tower Company's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however that no consent of Tower Company shall be required for any assignment or transfer to by Carrier of its interest in this Master Lease, and/or each and every Carrier Equipment, SLA, Property, Premises, and Tower Facility to any person or entity by way of merger, consolidation, or other reorganization, or to any parent, subsidiary, or affiliate (being a person or entity that directly or indirectly controls, is controlled by, or is under 25 common control with, Carrier), or to any person or entity acquiring all or substantially all of Carrier's assets, or to any Person or entity acquiring and continuing that portion of Carrier's business operations conducted pursuant to this Master Lease, provided that any such assignee or transferee has sufficient experience and the financial capability to perform the duties and obligations of Carrier under this Master Lease. Upon any such assignment or transfer, Carrier shall be released from and relieved of any further duties and obligations under this Master Lease and each and every SLA, Property, Premises, and Tower Facility provided that such transferee or assignee assumes all such duties and obligations. (ii) PLEDGE BY CARRIER. Notwithstanding anything else contained herein, Carrier may, without notice or consent of Tower Company, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of Carrier's interest in this Master Lease, any SLA, any Premises, and/or all or any portion of Carrier's right, title, and interest in and to any and/or all of Tower Facilities, the Property or the Easements, provided that Carrier provides Tower Company with a subordination non-disturbance and attornment agreement reasonably satisfactory to Tower Company. Promptly on Carrier's or Carrier's lender's request, Tower Company shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of Carrier's lenders including, but not limited to, consents to giving notice to Carrier's lender(s) in the event of Carrier's default under the provision of the SLA or the Master Lease, and consents to Carrier's assignment to any lender(s) of any and all of Carrier's interest in or to this Agreement, any SLA or Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to Tower Company and which will not materially increase Tower Company's burdens nor materially impair Tower Company's rights under this Master Lease or any SLA. Carrier shall reimburse Tower Company for any out-of-pocket costs incurred by Tower Company in complying with this provision including, but not limited to, Tower Company's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. (b) LIMITATIONS ON ASSIGNMENT BY TOWER COMPANY. (i) SUBLEASE. Tower Company shall have the right, subject to the provisions of this Agreement, including without limitation, the provisions in Section 4.13 hereof, to sublease all or any portion of the Tower Facilities, the Property or the Easements in Tower Company's reasonable discretion without obtaining Carrier's consent, provided that such sublease does not violate the provisions of and is subject to the provisions of this Master Lease and any applicable SLA. The Tower Company shall give the Carrier notice of such sublease, license or other agreement within sixty (60) days of the complete execution of such lease, license or agreement. (ii) ASSIGNMENT OF MASTER LEASE OR SLAS. Tower Company shall not voluntarily, involuntarily or by operation of law assign, sell, or otherwise transfer Tower Company's interest in this Master Lease, any SLA, the Property, the Premises, the Tower Facilities or any portion thereof without Carrier's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however that no consent of Carrier shall be required for any assignment or transfer to by Tower Company of its interest in this Master Lease, and each and every SLA, Property, Premises, and Tower Facility to any person or 26 entity by way of merger, consolidation, or other reorganization, or to any parent, subsidiary, or affiliate (being a person or entity that directly or indirectly controls, is controlled by, or is under common control with, Tower Company), or to any person or entity acquiring all or substantially all of Tower Company's assets, or to any Person or entity acquiring and continuing that portion of Tower Company's business operations conducted pursuant to this Master Lease, provided that any such assignee or transferee has sufficient experience and the financial capability to perform the duties and obligations of Tower Company under this Master Lease. Upon any such assignment or transfer, Tower Company shall be released from and relieved of any further duties and obligations under this Master Lease and each and every SLA, Property, Premises, and Tower Facility provide that such transferee or assignee assumes all such duties and obligations.. (iii) ASSIGNMENT OF CONSTRUCTION OBLIGATIONS. Notwithstanding anything else contained herein, Tower Company shall not voluntarily, involuntarily or by operation of law assign or otherwise transfer its rights or obligation (including, but not limited to the obligation to construct the Tower Facilities and install the Carrier Equipment, if applicable) relating to any Applicable Tower Site which is subject to this Agreement, prior to the acceptance of a Site by Carrier pursuant to 3.7. (iv) PLEDGE BY TOWER COMPANY. Notwithstanding anything else contained herein, Tower Company may, without notice or consent of Carrier, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness as to all or any part of Tower Company's interest in this Master Lease, any SLA, any Premises, and/or all or any portion of Tower Company's right, title, and interest in and to any and/or all of Tower Facilities, the Property or the Easements., Notwithstanding the foregoing, neither the lender nor Tower Company may assign, transfer, sell or otherwise convey the Master Lease, any SLA, any Ground Lease, any Tower Facility or any interest therein to any competitor of Carrier that is in the business of providing telecommunications services similar to those provided by Carrier; provided that Tower Company may lease or sublease space on the Tower Facilities or the Property to any person or entity whatsoever.. Promptly on Tower Company's or Tower Company's lender's request, Carrier shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of Tower Company's lenders including, but not limited to, consents to giving notice to Tower Company's lender(s) in the event of Tower Company's default under the provision of the SLA or the Master Lease, and consents to Tower Company's assignment to any lender(s) of any and all of Tower Company's interest in or to this Agreement, any SLA or Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to Carrier and which will not materially increase Tower Company's burdens nor materially impair Carrier's rights under this Master Lease or any SLA. Tower Company shall reimburse Carrier for any out-of-pocket costs incurred by Carrier in complying with this provision including, but not limited to, Carrier's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. 5.3 REPRESENTATIONS AND WARRANTIES OF CARRIER. Carrier represents and warrants to Tower Company that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the requisite 27 corporate power and authority to enter into and perform this Master Lease and Carrier is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee, and Kentucky. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That Carrier's execution and delivery of this Master Lease have been duly authorized and no further action on the part of Carrier is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of Carrier duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which Carrier is a party or by which Carrier or its assets are bound which prohibits the execution or delivery by Carrier of this Master Lease or the performance or observance by Carrier of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor transactions contemplated hereby, shall result in the violation by Carrier of any, law, regulation, judgment or order of any court or governmental authority applicable to Carrier or result in a breach of the terms of this or any other agreement to which Carrier is a party. 5.4 REPRESENTATIONS AND WARRANTIES OF TOWER COMPANY. Tower Company represents and warrants to Carrier that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware and has the requisite partnership power and authority to enter into and perform this Master Lease and Tower Company is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee and Kentucky. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That Tower Company's execution and delivery of this Master Lease have been duly authorized and no further action on the part of Tower Company is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of Tower Company duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which Tower Company is a party or by which Tower Company or its assets are bound which prohibits the execution or delivery by Tower Company of this Master Lease or the performance or observance by Tower Company of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor 28 transactions contemplated hereby, shall result in the violation by Tower Company of any, law, regulation, judgment or order of any court or governmental authority applicable to Tower Company or result in a breach of the terms of this or any other agreement to which Tower Company is a party. 5.5 MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms, covenants and conditions contained in this Master Lease shall be binding upon and inure to the benefit of the parties hereto, and also their respective heirs, executors, administrators, personal representatives, successors and assigns subject to the provisions of paragraph 5.2 of this Master Lease relating to restrictions upon sale, assignment or subletting of this Master Lease. (b) INTEGRATION. It is understood that there are no oral agreements or representations between the parties hereto affecting this Master Lease and this Master Lease and the SLAs supersede and cancel any and all previous negotiations, arrangements, agreements or representations and understandings, if any, between the parties hereto with respect to the subject matter thereof. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this document except for the SLAs, Memoranda of SLA, Assignments, Memoranda of Assignment; Estoppel Certificates, Notices of Completion and any other documents or instruments referred to herein. (c) HEADINGS. The Headings and paragraph titles herein are for convenience only and do not in any way define, limit or construe the contents of such Paragraphs. (d) SEVERABILITY. It is agreed that if any provision of this Master Lease shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provisions of this Master Lease and all such other provisions shall remain in full force and effect. (e) FORCE MAJEURE. Except as otherwise provided in this Master Lease, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, actions or inactions not caused or contributed to by the Tower Company, governmental controls not caused or contributed to by Tower Company, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such or a period equal to any such delay or stoppage. (f) ESTOPPEL CERTIFICATE. (i) Carrier shall, upon the request of Tower Company, but no more than four (4) times in any single year, upon not less than ten (10) business days' prior written notice from Tower Company, execute, acknowledge and deliver to Tower Company's lender a statement in writing on a form prescribed by Tower Company's lender reasonably acceptable to Carrier (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its 29 knowledge, and the date to which the rent and other charges are paid in advance, if any, (ii) acknowledging that there is not, to the best of Carrier's knowledge, any uncured default on the part of Tower Company hereunder, or specifying such default if any is claimed and (iii) such other information as may reasonably be requested. (ii) Tower Company shall, upon the request of any lender of Carrier, but no more than four (4) times in any single year, upon not less than ten (10) business days' prior written notice from Carrier, execute, acknowledge and deliver to Carrier's lender a statement in writing on a form prescribed by Carrier's lender reasonably acceptable to Tower Company (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its knowledge, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there is not, to the best of Tower Company's knowledge, any uncured default on the part of Carrier hereunder, or specifying such default if any is claimed and (iii) such other information as may reasonably be requested. (g) ATTORNMENT. (i) Upon request of the mortgagee, Carrier will attorn, as lessee under this Master Lease, to the purchaser at any foreclosure sale thereunder, or if any ground or underlying Ground Lease is terminated for any reason, Carrier will attorn, as Carrier under this Master Lease, to the ground lessor under the Ground Lease, provided that such Ground Lessor does not disturb Carrier's possession of the Premises and honors the terms and conditions of this Master Lease, and Carrier will execute such instruments as may be necessary or appropriate to evidence such attornment. (ii) Upon request of the mortgagee, Tower Company will attorn, as lessor under this Master Lease, to the purchaser at any foreclosure sale thereunder. (j) CERTAIN RULES OF CONSTRUCTION. (i) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by Carrier hereunder, or to breaches or defaults of this Master Lease by Carrier, omit to state that such breaches or defaults by Carrier are material, unless the context implies to the contrary, and all breaches or defaults by Carrier hereunder shall be deemed material. Carrier shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to concessionaires as if they were the Carrier hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by Carrier. (ii) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by Tower Company hereunder, or to breaches or defaults of this Master Lease by Tower Company, omit to state that such breaches or defaults by Tower Company are material, unless the context implies to the contrary, and all breaches or defaults by Tower Company hereunder shall be deemed material. Tower Company shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to 30 concessionaires as if they were Tower Company hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by Tower Company. (k) WARRANTIES AND REPRESENTATIONS. The warranties and representations made in this Agreement shall be deemed to be made, reaffirmed, ratified, rewarranted and re-represented upon the execution of each Assignment and each SLA. (l) COUNTERPARTS. This Master Lease may be executed in counterparts with the same effect as if both parties hereto had signed the same document. Both counterparts shall be construed together and shall constitute one (1) Master Lease. (m) INTERPRETATION. The parties hereby acknowledge that the draftsmanship of this Agreement was a cooperative effort by both parties who were represented by counsel and that this Master Lease shall not be construed either for or against Tower Company or Carrier, but this Master Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach an equitable result. (n) GOVERNING LAW. This Master Lease is to be governed by and construed in accordance with the laws of the state in which the Premises is situated. (o) NO PARTNERSHIP. Carrier and Tower Company agree that their relationship under this Master Lease shall be that of landlord and tenant and that no partnership is intended or shall be created by this Master Lease. (p) CONSENT. Tower Company and Carrier covenant that whenever their consent or approval is required under this Master Lease said consent shall not be conditioned or unreasonably withheld, delayed, or conditioned. (q) HOLDING OVER. If Carrier remains in possession of the Premises at any Applicable Tower Site after expiration or earlier termination of the applicable SLA for such Applicable Tower Site, then Carrier shall become a tenant-at-sufferance at 125% of the Base Rent payable at the time of such expiration or earlier termination, and there shall be no renewal or extension of any such SLA by operation of law. 31 IN WITNESS WHEREOF, Tower Company and Carrier have executed this Master Lease and the "Effective Date" of this Master Lease shall be the last date that this Master Lease is signed by Tower Company and Carrier. TOWER COMPANY: AMERICAN TOWER, L.P. BY: ATC GP, INC. ITS: GENERAL PARTNER BY: -------------------------------------- TITLE: -------------------------------------- DATE: -------------------------------------- TRITEL COMMUNICATIONS, I BY: -------------------------------------- WILLIAM S. ARNETT PRESIDENT MAY 18, 1999 32 LIST OF ATTACHMENTS ATTACHMENT DESCRIPTION - ---------- ----------- I ASSIGNMENT II MEMORANDUM OF ASSIGNMENT III SLA IV MEMORANDUM OF SLA V REIMBURSEMENT OF PRE-DEVELOPMENT COSTS AND RENT VI NOTICE OF COMPLETION VII LETTER CONFIRMING COMMENCEMENT DATE 33 ATTACHMENT "I" ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE AGREEMENT ("Assignment ") is made and entered into as of the __________ day of ______________, _________, by and between American Tower, L.P., a Delaware limited partnership ("Tower Company"), and Tritel Communications, Inc., a Delaware Corporation, ("Carrier"). WHEREAS, Carrier has entered into a ground lease agreement, lease agreement or other similar agreement (the "Ground Lease") for the lease of the real property more particularly described in Exhibit "A" attached hereto (the "Property") upon which Carrier desires the construction of a tower and related facilities and for an easement for ingress, egress and utilities over the real property more particularly described in Exhibit "B" attached hereto (the "Easement"); WHEREAS, Carrier desires to assign the Ground Lease for said Property, a copy of which is attached hereto as Exhibit "C", to Tower Company; and WHEREAS, Tower Company desires to develop the tower and certain facilities on the Property and sublease a portion of the space upon the Tower Facilities to Carrier. NOW THEREFORE, for and in consideration of the mutual promises outlined herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carrier and Tower Company do hereby agree as follows: 1. Assignment. Carrier does hereby transfer, convey and assign to Tower Company, without warranty or representation, and Tower Company shall and hereby assumes and agrees to be bound (to the extent provided in paragraph 3 below) by the Ground Lease, together with any easements for ingress, egress and utilities ("Easements") to the Property. 2. Covenants of Carrier. Carrier covenants that it: (a) unconditionally and absolutely assigns, transfers, sets over and conveys to Tower Company, without warranty or representation, all of Carrier's right, title and interest in, to and under the Ground Lease and the Easements except as such rights may be limited or modified by any (if any) addenda attached to the Ground Lease. Carrier represents and warrants to Tower Company that all addenda to the Ground Lease are attached to this Agreement as part of Exhibit "C". The Easements, if any, in addition to the Ground Lease are attached hereto as Exhibit "D". (b) to the best of its knowledge, without independent inquiry or investigation, has no knowledge or notice of any default, defense, offset, claim, demand, counterclaim or cause of action which may presently exist under the Ground Lease; and (c) to the extent Carrier may assign, Carrier irrevocably assigns, transfers, conveys and sets over to Tower Company, without warranty or representation, and Tower 34 Company accepts from Carrier all of the right, title and interest of Carrier under each and all of the following items (to the extent that the following may be assigned): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Carrier with respect to the tower proposed to be constructed on the Property; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Carrier has made application; (iii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property; (iv) the geotechnical report for the Property which has been commissioned by Carrier; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the Easements; (vi) the environmental assessments including phase I reports and any reports relating contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Property, Easements or neighboring real property; and The items described in paragraphs 2(c) may hereinafter be collectively referred to as "Site Acquisition Items"; (d) to the extent that any of the Site Acquisition Items cannot legally be assigned, Carrier shall cooperate with Tower Company and assist Tower Company wherever necessary with respect to any such Site Acquisition Items to enable Tower Company to perform its obligations to Carrier under the Master Lease as they relate to such Site Acquisition Items; (e) shall use diligent efforts to assist Tower Company in obtaining an estoppel certificate from the lessor in the Ground Lease in substantially the same form as is attached hereto as Exhibit "E" ("Estoppel Certificate"). Tower Company shall use diligent efforts to obtain such Estoppel Certificate from each lessor; and (f) to indemnify and to forever defend and hold harmless Tower Company from and against any and all loss, cost, damage and expense ever suffered or incurred by Tower Company by reason of any act or omission of Carrier under the Ground Lease prior to the date hereof, including, without limitation any default by Carrier under the Ground Lease. 3. Covenants of Tower Company. Tower Company covenants that: (a) Tower Company hereby assumes the Ground Lease, and all of Carrier's duties and obligations under the Ground Lease, arising subsequent to the date hereof and Tower Company 35 hereby agrees to promptly and faithfully perform all of such duties and obligations under the Ground Lease. (b) Tower Company agrees to indemnify and to forever defend and hold harmless Carrier from and against any and all loss, cost, damage and expense ever suffered or incurred by Carrier by reason of any act or omission of Tower Company under the Ground Lease on or after the date hereof, including, without limitation any default by Tower Company under the Ground Lease. 4. Master Lease. This Assignment is being executed pursuant to the terms of a Master Build To Suit and Lease Agreement (the "Master Lease") and in the event that there is a conflict between the terms and conditions of the Master Lease, this Assignment, the terms and conditions of this Assignment shall control. This Assignment shall remain subject to the remaining terms and conditions of the Master Lease. IN WITNESS WHEREOF, Tower Company and Carrier have signed this Agreement as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. AMERICAN TOWER, L.P. BY: ATC GP, INC. ITS: SOLE GENERAL PARTNER By: By: --------------------------------- --------------------------------- Name: Jerry M. Sullivan, Jr. Name: ------------------------------- ------------------------------- Title: Executive Vice-President Title: ------------------------------ ------------------------------ 36 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 37 EXHIBIT "B" LEGAL DESCRIPTION OF EASEMENTS 38 EXHIBIT "C" COPY OF GROUND LEASE 39 EXHIBIT "D" COPY OF EASEMENTS, IF ANY 40 EXHIBIT "E" ESTOPPEL CERTIFICATE THIS INSTRUMENT is given as of this ___ day of ____________________, _____, by ______________________ ("Lessor") to American Tower, L.P., a Delaware limited partnership, ("Assignee" or "Tower Company"). RECITALS A. Lessor entered into a Lease Agreement or similar agreement with _________ (____) numbers of addenda attached thereto, (collectively, the "Prime Lease") dated as of the ______ day of _____________, ________ with Tritel Communications, Inc., a Delaware corporation ("Lessee"). B. Lessee desires to assign to Assignee its interest in the Prime Lease. C. Assignee seeks Lessor's acknowledgment, as of the date of execution of this Instrument, of certain matters affecting the Prime Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound: 1. Lessor's Estoppel Certificate. Lessor hereby certifies, with the understanding that Assignee is relying upon the statements made herein, the following: a. The Prime Lease with _____ number of addenda constitutes the entire agreement between the parties with respect to the Premises. The Prime Lease has not been amended and there are no other agreements between Lessor and Lessee with respect to the property or the easements which are described in the Prime Lease. b. The Prime Lease is in full force and effect in accordance with its terms. Neither Lessee nor Lessor is in default under any of the terms of the Prime Lease, and Lessor has not received actual or constructive notice of the existence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Prime Lease. c. All applicable Prime Lease fees and rent (if any) and other charges and payments due Lessor from Lessee under the Prime Lease have been paid in full through the date hereof (except reimbursements for real estate taxes, insurance, utilities or other reimbursements, if any, due for fiscal periods to the extent not yet payable). 2. Consent. Lessor hereby acknowledges the right of Lessee to assign the Prime Lease to Assignee and agrees that all terms of the Prime Lease shall be in full force and effect between Lessor and Assignee as if Lessor and Assignee were the original parties to the Prime Lease and that such assignment shall not violate the terms of the Prime Lease, will not create or cause the Assignee to be liable for any rent in excess of $_________ per month during the Initial Term or be considered a sublease under the terms of the Prime Lease or any addenda thereto. 41 3. Release. Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Lessee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and equity, judgments and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Lessee which arise from the Prime Lease, but no further or otherwise. 4. Reliance. Lessor understands that Assignee and Lessee are relying on the information contained in this Instrument, and agrees that Assignee and Lessee may rely on this information, for purposes of determining whether to consummate their transaction. Further, Assignee's and Lessee's subsidiaries, affiliates, legal representatives and successor and assigns may rely on the contents of this Instrument. A facsimile of this instrument delivered to Assignee by telecopier shall be deemed an original for all purposes. 5. Notice; Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the ______ day of _______, ______ (the "Sublease"). Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period, Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease, Lessor agrees at the request of the Lessee, to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, and that the Sublease shall continue in full force and effect as if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or termination of the Prime Lease. 6. Notices. Any Notices to be received by Assignee, Lessee or Lessor under the Prime Lease, the Sublease, or this Estoppel Certificate shall be deemed properly given if marked to Assignee, Lessor or Lessee with proper postage or sent via a reputable overnight carrier to the following address: Tower Company: ----------------------------------- ----------------------------------- ----------------------------------- 42 With a copy to: ----------------------------------- ----------------------------------- ----------------------------------- TO LESSEE: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Ken Harris IN WITNESS WHEREOF, Lessor and Assignee have executed this Instrument as of the date set forth above. LESSOR: By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- TOWER COMPANY: AMERICAN TOWER, L.P. BY: ATC GP, INC. TITLE: SOLE GENERAL PARTNER By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- 43 ATTACHMENT "II" THIS INSTRUMENT PREPARED BY: SITE NAME: INDEXING INSTRUCTIONS --------------------- SITE ID: - ---------------------------------- ----------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- Memorandum of Assignment of Prime Lease This memorandum evidences that an assignment was made and entered into by written Assignment of Prime Lease (the "Assignment") dated __________, 1999, between AMERICAN TOWER, LP, a Delaware limited partnership and TRITEL COMMUNICATIONS, INC., a Delaware corporation("Carrier").. Such Agreement provides in part that Carrier assigns to, and Carrier does hereby assign to Tower Company that certain Option and Lease Agreement or similar lease agreement (the 'Lease) dated ___________ ,for the lease of real property (the "Property") located in _________ County, in the state of ____________, which Property is more particularly described on Exhibit "A" attached hereto and made a part hereof, a memorandum (the "Memorandum") of which lease is of record in _____________________________ in the _________________________ office for recording real property records in the __________________ County of the state of ____________________. Carrier hereby assigns the Lease and Memorandum of Lease to the Tower company pursuant to the terms of the Assignment. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. TOWER COMPANY AMERICAN TOWER, L.P. BY: ATC GP, INC. TITLE: SOLE GENERAL PARTNER By: ----------------------------------- Its: ---------------------------------- Address: ------------------------------ - -------------------------------------- 44 CARRIER TRITEL COMMUNICATIONS, INC. By: ----------------------------------- Its: ---------------------------------- Address: ------------------------------ - -------------------------------------- 45 [ACKNOWLEDGEMENTS] 46 EXHIBIT "A" REAL PROPERTY DESCRIPTION OF PROPERTY LEASED 47 ATTACHMENT III SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT ("SLA") is executed this ___ day of ____________________, _______, by and between AMERICAN TOWER, L.P., a Delaware limited partnership ("Tower Company ") and TRITEI COMMUNICATIONS, INC. ("Carrier"). WHEREAS, on the ____ day of ___________, ___, Tower Company and Carrier entered into that certain Master Build To Suit and Lease Agreement ("Master Lease") which provides for the execution of individual SLAs for each Site owned by Tower Company upon which Carrier desires to mount certain antenna, structures and other equipment. NOW THEREFORE, for [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration, the legal receipt and sufficiency of which is hereby mutually acknowledged and agreed upon, the Tower Company and the Carrier hereby agree as follows: 1. DEFINED TERMS. Any terms not defined herein shall have the meaning set forth in the Master Lease. 2. SITE. Subject to the terms of the Master Lease, Tower Company hereby leases and grants to Carrier and Carrier hereby leases from and accepts from Tower Company space to install, maintain, operate, upgrade and remove Carrier's wireless communications equipment and appurtenances on the tower owned by Tower Company ("Tower Facilities"), which is shown in the location shown n Exhibit "B", including antennas and microwave dishes between the heights of _____________ and ______________________ above ground level on the Tower Facilities and which is located on certain real property leased by Tower Company more particularly described in Exhibit "A" attached hereto ("Property"); and to install, maintain, operate and remove Carrier's compound and related devices (including, but not limited to emergency generators, equipment shelters, equipment cabinets, all necessary test equipment and any temporary construction materials) owned by Carrier on a _____________ hundred (__)square foot portion of the Property at a location to be agreed upon in writing between Tower Company and Carrier, which is shown as the cross hatched area shown on Exhibit "B". Tower Company has granted and hereby grants unto Carrier for the Initial Term and any Renewal Term an easement for ingress, egress and utilities during the term of the Master Lease over the property described in Exhibit "C" attached hereto ("Easement") (the space occupied by Carrier on the Property and the Tower, all cabling, wiring, conduit, etc. to and from the Tower and to and from Carrier's Equipment, and the Easement hereinafter shall be referred to collectively as the "Premises") (The Tower Facilities, Property and Easement shall constitute and hereinafter be referred to and known as the "Site"). The Site is more commonly known to Tower Company as the __________ Site. The Site is more commonly known to Carrier as the ___________ Site. 3 COMMENCEMENT DATE. The Commencement Date of this SLA and the Rent payable hereunder are defined in Attachment VI to the Master Lease. Carrier and Tower Company shall execute a letter agreement which shall be attached to this SLA confirming the calendar date which the parties understand to be the Commencement Date for each SLA. 48 4 EQUIPMENT. A description of the equipment, antennae, mounting height of the antenna and other personal property of Carrier which Carrier intends to locate on the Site ("Carrier's Equipment") is described in Exhibit "D" attached hereto. Carrier will not install any equipment on the Premises which is not described in Exhibit "D" without Tower Company's prior, written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Tower Company and Carrier acknowledge and agree that so long as Tower Company approves any substituted, additional or altered equipment, which approval shall not be unreasonably withheld, delayed or conditioned and any additional or substituted equipment does not increase the wind load or structural burden upon the Tower Facilities, does not increase the space upon the Tower Facilities or the ground space upon the Site, and does not create any technical or radio frequency interference. with any existing equipment located upon the Tower Facilities at the time of the request for such modification or substitution ) and does not increase the effective isotropically radiated power emitted from the antennae located upon the Carrier Premises in excess of one thousand six hundred forty (1640) watts, Carrier may substitute, add, alter, modify and replace Carrier's Equipment described in Exhibit "D" upon the Tower Facilities. 5. GROUND LEASE. A copy of the Ground Lease for this Site is attached hereto as Exhibit "E". 6. MARKETABLE TITLE. The Tower Company holds good and marketable title to its interest in the Site. 7. EFFECT OF AGREEMENT. Tower Company and Carrier acknowledge that the Master Lease is the controlling agreement between the parties with regard to Carrier's lease of the Site. This SLA is intended to supplement the Master Lease and fulfill the requirements of paragraph 1 of the Master Lease. In the event of any conflict between the terms of the Master Lease and this SLA, the terms and provisions of this SLA shall control. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. TOWER COMPANY AMERICAN TOWER, L.P. By: ATC GP, Inc. Title: Sole General Partner By: -------------------------------- Name: ------------------------------ Title: ----------------------------- CARRIER: TRITEL COMMUNICATIONS, INC. By: -------------------------------- Name: Jerry M. Sullivan, Jr. Title: Executive Vice President 49 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 50 EXHIBIT "B" SURVEY OR MAP OF THE SITE WITH LOCATION OF TOWER AND GROUND SPACE SHOWN AND GROUND SPACE CROSS-HATCHED 51 EEXHIBIT "C" LEGAL DESCRIPTION OF EASEMENTS 52 EXHIBIT "D" EQUIPMENT LIST 53 EXHIBIT "E" GROUND LEASE 54 ATTACHMENT IV This instrument Prepared By: Site Name: Site ID: Indexing Instructions ---- ---- - ---------------------------- --------------------- - ---------------------------- --------------------- - ---------------------------- --------------------- MEMORANDUM OF SITE LEASE AGREEMENT This memorandum evidences that a lease was and hereby is made and entered into by written Site Lease Agreement dated ___________, 19___, between AMERICAN TOWER, L.P., a Delaware limited partnership ("Tower Company") and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Carrier"). Such Agreement provides in part that Tower Company leases to Carrier and Tower Company does hereby lease to Carrier space upon a tower (which tower is located as shown on Exhibit "B") (the "Tower") between the heights of _______ and _______ above ground level, which Tower is located upon the real property located at ________, City of ________, County of ________, State of _______, which real property is described in EXHIBIT A attached hereto (the "Site" or the "Property") and certain space ("Ground Space") upon the Property which is described on Exhibit "B" or which is shown as the cross-hatched area on a plat or survey attached hereto as Exhibit "B" with runs for cable, wiring, conduit, etc. to the Tower and the Ground Space and with a grant of and Tower Company hereby grants a non-exclusive easement for unrestricted rights of access thereto and to electric and telephone facilities which are described on Exhibit "A" and/or shown on Exhibit "B" such lease and easement to be for a term of five (5) years commencing on _______, 19_____, which term is subject to four (4) additional five (5) year extension periods by Carrier. Tower Company has obtained its interest in the Property pursuant to the terms of a option and lease agreement or similar document between ______________________ as the landlord and ______________________ as the tenant, a memorandum of which is of record in __________________, in the office for recording real property records in the ________________ County of the state of ____________________ and Tower Company has obtained its interest in any easements pursuant to the terms of an easement or similar document between _____________________ and ____________________, which easement is of record in ___________________ in the office for recording real property records in the __________________ County of the state of ___________________________. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. CARRIER: Tritel Communications, Inc. BY: -------------------------------------- NAME: Jerry M. Sullivan, Jr. ------------------------------------ TITLE: Exec. Vice President/Chief Operating Officer ----------------------------------- 55 ADDRESS: P.O. Box 1348 ------------------------------------ Ridgeline, MS 39158-1348 ------------------------------------ PHONE NUMBER: 601-362-2200 DATE: --------------------------------------- 56 TOWER COMPANY: ----------------------------------- AMERICAN TOWER, L.P. By: ATC GP, Inc. Its: Sole General Partner BY: ----------------------------------- NAME: ----------------------------------- Title: ----------------------------------- ADDRESS: ----------------------------------- PHONE NUMBER: ----------------------------------- TAX ID: ----------------------------------- DATE: ----------------------------------- 57 EXHIBIT "A" Property Attached hereto Metes and Bound Description of the Real Property 58 EXHIBIT "B" GROUND SPACE: ATTACH HERETO THE SITE PLAN FOR THE SITE WITH THE GROUND SPACE CROSS HATCHED AND THE TOWER IDENTIFIED. 59 ATTACHMENT V SCHEDULES WITH MARKET SPECIFIC TERMS INCLUDING, WITHOUT LIMITATION, REIMBURSEMENT OF PRE-DEVELOPMENT COSTS, RENT, AND IF APPLICABLE, SCHEDULES FOR COMPLETION OF TOWER FACILITIES AND DELIVERIES No Schedules attached to this Attachment shall be valid unless it is signed by both Duly Authorized Representatives of Tower Company and Carrier. 60 ATTACHMENT VI NOTICE OF COMPLETION OF TOWER FACILITIES Carrier - ------------------------ - ------------------------ - ------------------------ ----------------- Re: Notice of Completion of Tower Facilities ("Notice") for Site #_______ ("______________ Site") Dear On the _____ day of _________________, ______ the Tower Facilities at the _________ Site were completed in accordance with the terms and conditions of the Master Lease between Tower Company and Carrier. Pursuant to Paragraph 3.9 of the Master Lease, Carrier has a period of fifteen (15) days after the date of this Notice of Completion to provide a Punch List of items to be completed by Tower Company in order to render the Tower Facilities completed in accordance with the Plans and Specifications in the opinion of Carrier. Sincerely, -------------------------------- 61 ATTACHMENT VII ____________, 19____ - ------------------------------ - ------------------------------ - ------------------------------ Re: Site Lease Agreement Site: ____________________ Dear _________________: Tritel Communications, Inc. ("Carrier") and ________________ (the "Tower Company") entered into a Site Lease Agreement for the above-captioned site. The Site Lease Agreement provides that Carrier and Tower company shall execute a letter agreement which shall be attached to the SLA confirming the calendar date which the parties understand to be the Commencement Date for each SLA. Carrier and Tower Company agree that the Commencement Date for the above referenced site is _____________________. By countersigning this letter, Tower Company acknowledges and agrees to the Commencement Date listed above for the Site. This letter shall constitute an amendment to the Site Lease Agreement. TRITEL COMMUNICATIONS, INC. By: ------------------------------ Its: ----------------------------- Acknowledged and Agreed to this ____ day of ________________, ____. AMERICAN TOWER, L.P. By: ATC GP, Inc. Title: Sole General Partner By: ------------------------------ Its: ----------------------------- 62 SCHEDULE 1 TO ATTACHMENT "VI" OF MASTER LEASE BETWEEN TOWER COMPANY AND CARRIER MARKET SPECIFIC TERMS 1. CARRIER MARKET: Huntsville Market - This Schedule shall apply to the Huntsville Market only. 2. NUMBER OF SITES: -- (a) Carrier shall and hereby grants to Tower Company the right to develop, construct and lease a minimum of twenty (20) Tower Facilities in the Huntsville Market more particularly described in Exhibit A attached hereto. In the event that Carrier does not require the construction of 20 new Tower Facilities in the Huntsville Market during the 1999 calendar year, all of the new Tower Facilities which Carrier must construct and install in the Huntsville Market in the 1999 calendar year, which Carrier intends to assign to a third (3rd) party, shall be constructed, developed and owned by Tower Company. In the event that the Tower Company elects not to accept an Applicable Tower Site or otherwise terminates its obligations in regards to an Applicable Tower Site or does not complete an Applicable Tower Site the total number of Tower Facilities to be constructed in the Huntsville Market by Tower Company will be reduced by the number of Applicable Tower Sites rejected, terminated or not otherwise completed. In the event that the Carrier does not initially assign the Tower Company twenty (20) Tower Facilities in the Huntsville Market during the 1999 calendar year, the Carrier shall assign to the Tower Company Tower Facilities in the Huntsville Market or other Carrier Markets to the extent available in the 1999 calendar year and/or the first quarter of the 2000 calendar year so that the cumulative number of sites in this Schedule shall not be diminished. (b) In the event that the Tower Company rejects or terminates its obligations or otherwise fails to complete or does not otherwise complete and construct twenty percent (20%) or more of the Tower Facilities and installation of the Carrier Equipment upon the Applicable Tower Sites in the Huntsville Market, such actions shall constitute an Event of Default under the Master Lease and in addition to any other remedies at equity or law or in the Master Lease which Carrier may have, Carrier shall have the right to terminate the Master Lease upon five (5) days written notice and to require the Tower Company to assign or reassign any or all Ground Leases under the applicable Tower Sites in the Huntsville Market to Carrier or its assignee, to assign or reassign any or all Pre-Development Information to Carrier or its assignee and to assign or reassign any other easements, leases, licenses, subleases, contracts, suppliers contracts or agreements regarding or related to any or all of the Applicable Tower Sites in the Huntsville Market to the Carrier or its assignee. In addition thereto Carrier shall have the right to require the Tower Company to convey any other property (real or personal, tangible or intangible) related to or connected to the Applicable Tower Sites in the Huntsville Market, including without limitation, the Tower Facilities, any pads, utilities, wiring, cabling, connections, etc. to the Carrier or its assignee. The Carrier or its assignee shall reimburse the Tower Company for the fair market value of the tower and the related accessories, but no further or otherwise. 63 3. PRE-DEVELOPMENT COSTS: (a) For each Tower Site for which Carrier has obtained Pre-Development Information. Tower Company shall reimburse Carrier up to the following amounts, but no more than the following amounts for delivery of the Pre-Development Information for the Applicable Tower Site from the Carrier to the Tower Company within ten (10) days of the execution of the Assignment based upon the following milestones: MILESTONE 1: Delivery of Candidate Site Report - Selection Form [CONFIDENTIAL TREATMENT REQUESTED] o Identification of 3 leasable, zonal and constructable candidates o Coordination of site visit o Submission of reports including but not limited to Zoning Summary, Permit Summary, site sketch MILESTONE 2: Delivery of Lease Package $[CONFIDENTIAL TREATMENT REQUESTED] o Submission of pre-approved, executed lease, including any access easements, rights-of-way, etc. that may be required. o Site Package, Site Survey MILESTONE 3: Delivery of Title and Title Clearance Items [CONFIDENTIAL TREATMENT REQUESTED] o Submission of Title Report o Submission of evidence curative work complete MILESTONE 4: Delivery of Zoning Decision [CONFIDENTIAL TREATMENT REQUESTED] o Submission of zoning application and verification of attendance at required zoning meetings o Submission of verification of zoning decision MILESTONE 5: Building Permit Ready [CONFIDENTIAL TREATMENT REQUESTED] o Coordination of NEPA, FCC, Environmental Assessments, Geotechnicals as required o Receipt of Building Permit and any other permits required for construction TOTAL PRICE [CONFIDENTIAL TREATMENT REQUESTED] 4. SCHEDULE OF COMPLETION: (a) Subject to the force majeure provisions of Section 5.5(e) of the Master Lease, Tower Company shall deliver to the Carrier all of the Pre-Development Information and the Ground Lease for the Applicable Tower Sites by the dates according to the following Schedule: 64 June 1, 1999 Four (4) Tower Sites July 1, 1999 Five (5) Tower Sites August 1, 1999 Six (6) Tower Sites August 15, 1999 Five (5) Tower Sites (b) Tower Company shall deliver all Tower Sites fully completed with Carrier's Equipment completely installed according to the following schedule, excepting those Tower Sites delayed by Carrier actions or inaction's or those Tower Sites delayed beyond Tower Company's control, including but not limited to Governmental Approvals, moratoria, FAA or force majeure: July 15, 1999 Four (4) Tower Sites August 15, 1999 Five (5) Tower Sites September 15, 1999 Six (6) Tower Sites October 1, 1999 Five (5) Tower Sites (c) Tower Company shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Carrier for the best system optimization. Carrier acknowledges and agrees that Site Number 108005-RIB constitutes a search ring in an area where the property is owned by the State of Alabama. Tower Company and Carrier acknowledge and agree that the Tower Company's failure to obtain a lease executed by the State of Alabama within the time periods provided in this Agreement and this Schedule shall constitute an action beyond Tower Company's control and an act prohibited by force majeure. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Carrier shall pay Tower Company or such entity as Tower Company may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. During the initial term of the Master Lease, the rent shall be increased on each anniversary of the Commencement Date by [CONFIDENTIAL TREATMENT REQUESTED] annually. Rent shall be payable on the first day of each month in advance to Tower Company at Tower Company's address as specified in Paragraph 5.1 of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. Tower Company and Carrier shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Carrier elects to renew an SLA as provided in paragraph 4.5 of the Master Lease, Rent during the first Renewal Term of the SLA shall be the same amount as the Rent during the last year of the Initial Term of the Master Lease. Rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the Rent accruing under the immediately prior term of the SLA, commencing with the beginning. of the Second Renewal Term of the SLA. 65 6. INSTALLATION OF CARRIER EQUIPMENT. Carrier and Tower Company acknowledge and agree that Tower Company shall be obligated to and Tower Company shall provide all materials, equipment and supplies for the installation and construction of and shall install and construct all Tower Facilities and install the Carrier's Equipment ("Carrier's Equipment Installation") except for the placement and setting of the cabinet upon the Carrier Premises and for the purchase and delivery of the equipment and items described in Section 6(c), which installation shall include without limitation, the following: (a) INSTALLATION. Tower Company shall perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment, including without limitation: (i) Tower Company shall furnish all labor, supervision, materials and equipment (other than materials and equipment specified as furnished by others) and perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment. (ii) Tower Company shall install the Carrier Equipment upon the Tower Facilities in accordance with their approved construction drawings, specifications (except for those Tritel furnished specifications) and other contract documents. Work includes but is not limited to the following: (A) Preparation of raw land sites by clearing, grubbing and grading. Construction of access roads as required. Preparation of building, structures, or roofs in accordance with all legal requirements and the Carrier Specifications for installing the Carrier Equipment. (B) Install electrical work required including raceways, cable trays, boxes, underground ducts, utility structures, wires, cables, wiring devices and related work necessary for a functional PCS site. (C) Installation of framing for support of Carrier Equipment. (D) Installation of equipment foundations. (E) Seal penetrations through existing and new construction as required by local codes and ordinances. (F) Field quality control and inspections. (G) Performance of sweep test and provide results in accordance with project requirements contained in Specification No. 24085-002-3PS-EFW0-00001 and provide test results for Carrier review and approval. (H) Perform ground testing for each site and provide results in accordance with project requirements contained in Specification No. 24085-000-3PS-EG00-G0001 and provide test results for Carrier review and approval. 66 (I) Receipt and storage of Carrier/third party materials, as required. (J) Provide concrete testing for all concrete work as required. (K) Provide all inspections required by local and state jurisdictions. (L) Obtain and pay for all permits including special permits, as required. (M) Tower Company shall be responsible for obtaining FAA and FCC permits, applications and approvals. (N) Tower Company shall be responsible for any AM De-Tuning if required. (iii) The Carrier Equipment Installation shall conform to the construction drawings and specifications, and applicable federal, state, county, city, local laws, ordinances, rules and regulations of the authorities having jurisdiction and the Carrier Specifications. (iv) Tower Company shall furnish all labor, supervision, construction equipment, transportation, licenses, taxes, safety supplies, consumable supplies, all materials and each and every item of expense required to complete the Carrier's Equipment Installation, except the items described in Section 6c of this Schedule. (v) Tower Company shall investigate, review, and if applicable, obtain the proposed rights-of-way for ingress and egress from public and private roads for clearances, restrictions, bridge load limit, bond requirements, permits (and waivers of any of the foregoing if necessary) and other limitations that may affect transportation and storage of Carrier's and Tower Company's equipment, materials and manpower to or for the Applicable Tower Site. (vi) Tower Company shall obtain and pay for all work permits required by governmental authorities and other permits required for Tower Company's construction pertains including but not limited to Tower Company's licenses, construction bonds, transportation, equipment, labor and/or other general permits. (b) INSPECTION AND ACCEPTANCE (i) Carrier Equipment Installation shall be subject to the inspection and approval of Carrier and its agent, such approval not to be unreasonably withheld, delayed or conditioned, and/or authorities or agencies having jurisdiction. (ii) Tower Company shall schedule the work upon the Carrier Equipment Installation and provide notification to Carrier to comply with any and all requirements for inspections including, but not limited to, sweep testing, ground testing and final inspection. (iii)Tower Company shall provide verification that antennae are aligned as required by the design drawings and are within the tolerance. (iv) Tower Company shall coordinate and schedule final inspection walk down inspections with Tritel and/or its' agents. 67 (c) CARRIER SUPPLIED EQUIPMENT AND MATERIAL Equipment and Materials supplied by the Carrier will be delivered to Tower Company on a just in time basis to meet scheduled construction start dates, to the Applicable Tower Sites or Tower Company's facilities as chosen by Tower Company. Tower Company shall receive, document, store, protect and transport all materials as required. The receiving notices will be furnished to Carrier within 24 hours of delivery to Tower Company. The following equipment will be furnished by Carrier, but no further or otherwise: (i) Antenna Supports/Mounts (ii) Antennas, including downtilt brackets (iii) Coax Cable (iv) Coax Connectors (v) TMAS (vi) Surge Suppressors (vii) Ericsson equipment frames Tower Company shall provide a bill of material for each Applicable Tower Site five working days before the materials/equipment are needed for installation. Tower Company is also responsible for notification of electrical installation and termination of equipment with Carrier in order to coordinate the installation of the cabinet and related equipment by Ericcson. (d) DELIVERY. Tower Company will be required to provide the following documentation to Carrier at the completion of the Carrier Equipment Installation for each Applicable Tower Site: Sweep test results Grounding test results Concrete test results All other test results and reports Pictures of the ground ring, ground rods before filling trenches with each A completed and signed off Punch list from the final walkdown (e) PLANNING AND SCHEDULING. Tower Company will conduct regular process review meetings with Carrier and/or its agent and provide input into the project database to report the construction and installation status. (f) AS BUILT DRAWINGS. As Built Drawings - Tower Company will provide as-built drawings to Carrier of each Applicable Tower Site which detail all pertinent information relating to Carrier's equipment and antenna system at the Applicable Site and shall substantially conform to the specifications supplied by CARRIER g) PUNCH LIST & ACCEPTANCE - Upon final completion of the Carrier's Equipment Installation at each Applicable Tower Site by Tower Company in accordance with the provisions of this Agreement, Tower Company shall request, in writing, final inspection of the Applicable Tower Site. Carrier will inspect the Carrier's Equipment Installation within fifteen (15) business 68 days of the receipt of Tower Company's notice that the Carrier Equipment Installation is complete. Within ten (10) business days of inspection, Carrier will either provide a signed writing evidencing final acceptance of the Carrier Equipment Installation or, through the use of a punch list form, advise Tower Company of the portions of the Carrier Equipment Installation that are defective or incomplete or of obligations that have not been fulfilled but are required for final acceptance. Tower Company shall complete any unfinished or defective portion of the Carrier Equipment Installation which are necessary to install and operate Carrier's equipment within ten (10) business days following issuance of the punch list. With respect to other punch list items, Tower Company shall complete all unfinished or defective portions of the Carrier Premises within fifteen (15) calendar days following issuance of the punch list. h) TRADE AND CONSTRUCTION PERMITS - Tower Company shall obtain, at its expense, all necessary local and municipal permits, licenses, inspections, certificates and approvals necessary to complete the Carrier Equipment Installation, and shall ensure compliance with all state environmental laws. Tower Company shall pay all Rents for such permits, licenses, inspections, certificates or approvals to the appropriate government body or other entity. i) LIENS. Tower Company shall keep the Tower Facilities and the Carrier Equipment free of all involuntary liens and claims, including without limitation, (other than liens and claims arising by, through or under Carrier) liens and claims (a) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for personal property taxes which may be assessed against Carrier's Equipment, and except for liens for taxes or assessments which are not yet due and payable; or (c) liens or claims which may impair Carrier's interest. 7. REPRESENTATIONS - Notwithstanding any other provision contained in this Schedule or any other terms of this Agreement, the following terms and conditions shall apply with respect to the materials, equipment and services provided hereunder: a) Tower Company, its agents, subcontractors, and employees shall perform the Carrier Equipment Installation as independent contractors, and not as agents, partners, joint venturers or employees of Carrier. Tower Company shall supervise and direct the Carrier Equipment Installation, using the care and shall ordinarily used by members of Tower Company's profession practicing under similar conditions at the same time and in the same geographic area, and Tower Company shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Installation. b) Unless otherwise specifically provided in the Carrier Equipment Installation, Tower Company shall provide and pay for all labor, supervision, materials, construction surveys and layout, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Applicable Tower Site consistent with the terms of this Schedule and the Agreement. 69 c) Tower Company shall at all times enforce strict discipline and good order among its employees. d) Tower Company hereby represents and warrants to Carrier that all materials and equipment incorporated in the Applicable Tower Site will be new unless otherwise requested in writing by Tower Company and agreed to in writing by Carrier prior to their use and all such materials and equipment shall be of good quality. Tower Company further represents and warrants that the Carrier's Equipment Installation to be performed under this Agreement, and all workmanship, materials and equipment provided, furnished, used or installed in construction of the same, shall be safe, substantial, good quality and durable construction in all respects, and that all of the Carrier's Equipment installation will be free from faults and defects and in conformance with the terms of this Agreement. The warranty for the services provided by Tower Company at each Applicable Tower Site shall be for a period of Eighteen (18) months from the date of full acceptance of the Site by Carrier (the "Warranty Period"). Tower Company represents, warrants and agrees that the Carrier Equipment shall be constructed and installed in a good and workmanlike manner and in accordance with the plans and specifications for the installation of the Carrier Equipment and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. e) Tower Company agrees to correct any defective portion of the Applicable Tower Site or the Carrier Premises. If Tower Company fails, after ten (10) days following written notice from Carrier: (i) to commence and continue correction of such defective Carrier Equipment Installation with diligence and promptness; (ii) to perform the Carrier Equipment Installation; or (iii) to comply with any other provision of this Agreement, Carrier may correct and remedy any such deficiency in addition to any other remedies it may have. Tower Company shall not be responsible for reasonable delays caused by inclement weather that would delay a reasonable contractor's performance of the installation of a wireless antennae system substantially similar to the Carrier Equipment Installation set forth herein. f) Tower Company shall supervise and direct the Carrier Equipment Installation on the Carrier Equipment (the "Carrier Equipment Work"), using Tower Company's best skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Work on the Tower Facilities under this Agreement excluding the placement and setting of any cabinet or shelter and equipment contained therein; and. g) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit employment of unfit persons or persons not skilled in tasks assigned to them; and h) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Carrier Equipment Work in preparation and progress wherever located, provided that such access shall not interfere with the Carrier Equipment Work; and 70 i) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. j) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Carrier Equipment Work, the Tower Facilities or the Applicable Tower Site and other persons who may be affected thereby; (2) the Carrier Equipment Work, the Tower Facilities, the Applicable Tower Site and materials and equipment to be incorporated therein; and (3) other property at the Applicable Tower Site or adjacent thereto. 8. REIMBURSEMENT FOR INSTALLATION OF CARRIER EQUIPMENT. Carrier shall pay the Tower Company [CONFIDENTIAL TREATMENT REQUESTED] ("Carrier Installation Rent") for the installation of the Carrier Equipment as contemplated in Section 7 of this Schedule. 9. NOTICE OF EXISTING APPLICABLE TOWER SITES. Notwithstanding the provisions contained within the body of the Master Lease, Tower Company acknowledges that Carrier has as of the date of this Agreement notified Tower Company of the Applicable Tower Sites identified in Exhibit "A" to this Schedule (the "Existing Applicable Tower Sites"). Within fifteen (15) business days from the date of this Agreement, Tower Company will provide a Notice of Acceptance for or will reject each such Applicable Tower Site. If Tower Company provides a Notice of Acceptance for any such Applicable Tower Site, Tower Company shall reimburse 9. Carrier for the Pre-Development Costs associated with each accepted Applicable Tower Site in accordance with this Schedule. 10. COMMENCEMENT DATE. The term "Commencement Date" shall mean the date when the initial term of each SLA shall commence and shall be the date which is the later of (i) the date that Tower Company completes installation of Carrier Equipment on the Premises in the event that the Tower Company is installing Carrier's Equipment on the Premises; or (ii) fifteen (15) days after Carrier has accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease; or (iii) in the event that Carrier has not accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease, fifteen (15) days after the date that the Tower Facilities are substantially complete and Carrier is able to operate the Carrier Equipment upon the Tower Facilities in compliance with all laws, rules and regulations; or (iv) October 18, 1999. 11. SCHEDULE IS MODIFICATION. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In 71 the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. IN WITNESS WHEREOF, Tower Company and Carrier have signed this Schedule as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. AMERICAN TOWER, L.P., A DELAWARE LIMITED PARTNERSHIP BY: ATC GP, INC. TITLE: SOLE GENERAL PARTNER By: By: ------------------------------- ------------------------------- William S. Arnett President Name: ----------------------------- Title: ---------------------------- 72 SCHEDULE 2 TO ATTACHMENT "VI" OF MASTER LEASE BETWEEN TOWER COMPANY AND CARRIER MARKET SPECIFIC TERMS 1. CARRIER MARKET: Montgomery Market - This Schedule shall apply to the Montgomery Market only. 2. NUMBER OF SITES: -- (a) Carrier shall and hereby grants to Tower Company the right to develop, construct and lease a minimum of fourteen (14) Tower Facilities in the Montgomery Market. In the event that Carrier does not require the construction of 14 new Tower Facilities in the Montgomery Market during the 1999 calendar year, all of the new Tower Facilities which Carrier must construct and install in the Montgomery Market in the 1999 calendar year, which Carrier intends to assign to a third (3rd) party, shall be constructed, developed and owned by Tower Company. In the event that the Tower Company elects not to accept an Applicable Tower Site or otherwise terminates its obligations in regards to an Applicable Tower Site or does not complete an Applicable Tower Site the total number of Tower Facilities to be constructed in the Montgomery Market by Tower Company will be reduced by the number of Applicable Tower Sites rejected, terminated or not otherwise completed. In the event that the Carrier does not initially assign the Tower Company fourteen (14) Tower Facilities in the Montgomery Market during the 1999 calendar year, the Carrier shall assign to the Tower Company Tower Facilities in the Montgomery Market or other Carrier Markets to the extent available in the 1999 calendar year and/or the first quarter of the 2000 calendar year so that the cumulative number of sites in this Schedule shall not be diminished. (b) In the event that the Tower Company rejects or terminates its obligations or otherwise fails to complete or does not otherwise complete and construct twenty percent (20%) or more of the Tower Facilities and installation of the Carrier Equipment upon the Applicable Tower Sites in the Montgomery Market, such actions shall constitute an Event of Default under the Master Lease and in addition to any other remedies at equity or law or in the Master Lease which Carrier may have, Carrier shall have the right to terminate the Master Lease upon five (5) days written notice and to require the Tower Company to assign or reassign any or all Ground Leases under the applicable Tower Sites in the Montgomery Market to Carrier or its assignee, to assign or reassign any or all Pre-Development Information to Carrier or its assignee and to assign or reassign any other easements, leases, licenses, subleases, contracts, suppliers contracts or agreements regarding or related to any or all of the Applicable Tower Sites in the Montgomery Market to the Carrier or its assignee. In addition thereto Carrier shall have the right to require the Tower Company to convey any other property (real or personal, tangible or intangible) related to or connected to the Applicable Tower Sites in the Montgomery Market, including without limitation, the Tower Facilities, any pads, utilities, wiring, cabling, connections, etc. to the Carrier or its assignee. The Carrier or its assignee shall reimburse the Tower Company for the fair market value of the tower and the related accessories, but no further or otherwise. 3. PRE-DEVELOPMENT COSTS: 73 (a) For each Tower Site for which Carrier has obtained Pre-Development Information. Tower Company shall reimburse Carrier up to the following amounts, but no more than the following amounts for delivery of the Pre-Development Information for the Applicable Tower Site from the Carrier to the Tower Company within ten (10) days of the execution of the Assignment based upon the following milestones: MILESTONE 1: Delivery of Candidate Site Report - Selection Form [CONFIDENTIAL TREATMENT REQUESTED] o Identification of 3 leasable, zonal and constructable candidates o Coordination of site visit o Submission of reports including but not limited to Zoning Summary, Permit Summary, site sketch MILESTONE 2: Delivery of Lease Package [CONFIDENTIAL TREATMENT REQUESTED] o Submission of pre-approved, executed lease, including any access easements, rights-of-way, etc. that may be required. o Site Package, Site Survey MILESTONE 3: Delivery of Title and Title Clearance Items [CONFIDENTIAL TREATMENT REQUESTED] o Submission of Title Report o Submission of evidence curative work complete MILESTONE 4: Delivery of Zoning Decision [CONFIDENTIAL TREATMENT REQUESTED] o Submission of zoning application and verification of attendance at required zoning meetings o Submission of verification of zoning decision MILESTONE 5: Building Permit Ready [CONFIDENTIAL TREATMENT REQUESTED] o Coordination of NEPA, FCC, Environmental Assessments, Geotechnicals as required o Receipt of Building Permit and any other permits required for construction TOTAL PRICE [CONFIDENTIAL TREATMENT REQUESTED] 4. SCHEDULE OF COMPLETION: (a) Tower Company and Carrier shall negotiate and reach a mutually reasonable agreement which defines the schedule for delivery of the Pre-Development Information and the Ground Leases and for the completion and installation of the Tower Facilities in the Montgomery Market on or before May 31, 1999. In the event that the Carrier and the Tower Company cannot reach a mutually reasonable agreement (which agreement shall not be unreasonably withheld by the Carrier or the Tower Company) this Schedule 2 shall be null and void and the Carrier and the Tower Company shall have no further obligation to each other in the Montgomery Market or this Schedule. 74 (b) Tower Company shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Carrier for the best system optimization. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Carrier shall pay Tower Company or such entity as Tower Company may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. During the initial term of the Master Lease, the Rent shall be increased on each anniversary of the Commencement Date by [CONFIDENTIAL TREATMENT REQUESTED] annually. Rent shall be payable on the first day of each month in advance to Tower Company at Tower Company's address as specified in Paragraph 5.1 of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. Tower Company and Carrier shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Carrier elects to renew an SLA as provided in paragraph 4.5 of the Master Lease, Rent during the first Renewal Term of the SLA shall be the same amount as the Rent during the last year of the Initial Term of the Master Lease. Rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the Rent accruing under the immediately prior term of the SLA, commencing with the beginning of the Second Renewal Term of the SLA. 6. INSTALLATION OF CARRIER EQUIPMENT. Carrier and Tower Company acknowledge and agree that Tower Company shall be obligated to and Tower Company shall provide all materials, equipment and supplies for the installation and construction of and shall install and construct all Tower Facilities and install the Carrier's Equipment ("Carrier's Equipment Installation") except for the placement and setting of the cabinet upon the Carrier Premises and for the purchase and delivery of the equipment and items described in Section 6(c), which installation shall include without limitation, the following: (a) INSTALLATION. Tower Company shall perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment, including without limitation: (i) Tower Company shall famish all labor, supervision, materials and equipment (other than materials and equipment specified as famished by others) and perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment. (ii) Tower Company shall install the Carrier Equipment upon the Tower Facilities in accordance with their approved construction drawings, specifications (except for those Tritel famished specifications) and other contract documents. Work includes but is not limited to the following: 75 (A) Preparation of raw land sites by clearing, grubbing and grading. Construction of access roads as required. Preparation of building, structures, or roofs in accordance with all legal requirements and the Carrier Specifications for installing the Carrier Equipment. (B) Install electrical work required including raceways, cable trays, boxes, underground ducts, utility structures, wires, cables, wiring devices and related work necessary for a functional PCS site. (C) Installation of framing for support of Carrier Equipment. (D) Installation of equipment foundations. (E) Seal penetrations through existing and new construction as required by local codes and ordinances. (F) Field quality control and inspections. (G) Performance of sweep test and provide results in accordance with project requirements contained in Specification No. 24085-002-3PS-EFW0-00001 and provide test results for Carrier review and approval. (H) Perform ground testing for each site and provide results in accordance with project requirements contained in Specification No. 24085-000-3PS-EG00-G000 1 and provide test results for Carrier review and approval. (I) Receipt and storage of Carrier/third party materials, as required. (J) Provide concrete testing for all concrete work as required. (K) Provide all inspections required by local and state jurisdictions. (L) Obtain and pay for all permits including special permits, as required. (M) Tower Company shall be responsible for obtaining FAA and FCC permits, applications and approvals. (N) Tower Company shall be responsible for any AM De-Tuning if required. (iii) The Carrier Equipment Installation shall conform to the construction drawings and specifications, and applicable federal, state, county, city, local laws, ordinances, rules and regulations of the authorities having jurisdiction and the Carrier Specifications. (iv) Tower Company shall furnish all labor, supervision, construction equipment, transportation, licenses, taxes, safety supplies, consumable supplies, all materials and each and every item of expense required to complete the Carrier's Equipment Installation, except the items described in Section 6c of this Schedule. 76 (v) Tower Company shall investigate, review, and if applicable, obtain the proposed rights-of-way for ingress and egress from public and private roads for clearances, restrictions, bridge load limit, bond requirements, permits (and waivers of any of the foregoing if necessary) and other limitations that may affect transportation and storage of Carrier's and Tower Company's equipment, materials and manpower to or for the Applicable Tower Site. (vi) Tower Company shall obtain and pay for all work permits required by governmental authorities and other permits required for Tower Company's construction pertains including but not limited to Tower Company's licenses, construction bonds, transportation, equipment, labor and/or other general permits. (b) INSPECTION AND ACCEPTANCE (i) Carrier Equipment Installation shall be subject to the inspection and approval of Carrier and its agent, such approval not to be unreasonably withheld, delayed or conditioned, and/or authorities or agencies having jurisdiction. (ii) Tower Company shall schedule the work upon the Carrier Equipment Installation and provide notification to Carrier to comply with any and all requirements for inspections including, but not limited to, sweep testing, ground testing and final inspection. (iii) Tower Company shall provide verification that antennae are aligned as required by the design drawings and are within the tolerance. (iv) Tower Company shall coordinate and schedule final inspection walk down inspections with Tritel and/or its' agents. (c) CARRIER SUPPLIED EQUIPMENT AND MATERIAL Equipment and Materials supplied by the Carrier will be delivered to Tower Company on a just in time basis to meet scheduled construction start dates, to the Applicable Tower Sites or Tower Company's facilities as chosen by Tower Company. Tower Company shall receive, document, store, protect and transport all materials as required. The receiving notices will be furnished to Carrier within 24 hours of delivery to Tower Company. The following equipment will be furnished by Carrier, but no further or otherwise: (i) Antenna Supports/Mounts (ii) Antennas, including downtilt brackets (iii) Coax Cable (iv) Coax Connectors (v) TMAS (vi) Surge Suppressors (vii) Ericsson equipment frames Tower Company shall provide a bill of material for each Applicable Tower Site five working days before the materials/equipment are needed for installation. 77 Tower Company is also responsible for notification of electrical installation and termination of equipment with Carrier in order to coordinate the installation of the cabinet and related equipment by Ericcson. (d) DELIVERY. Tower Company will be required to provide the following documentation to Carteret the completion of the Carrier Equipment Installation for each Applicable Tower Site: Sweep test results Grounding test results Concrete test results All other test results and reports Pictures of the ground ring, ground rods before filling trenches with each A completed and signed off Punch list from the final walkdown (e) PLANNING AND SCHEDULING. Tower Company will conduct regular process review meetings with Carrier and/or its agent and provide input into the project database to report the construction and installation status. (f) AS BUILT DRAWINGS. As Built Drawings - Tower Company will provide as-built drawings to Carrier of each Applicable Tower Site which detail all pertinent information relating to Carrier's equipment and antenna system at the Applicable Site and shall substantially conform to the specifications supplied by CARRIER g) PUNCH LIST & ACCEPTANCE - Upon final completion of the Carrier's Equipment Installation at each Applicable Tower Site by Tower Company in accordance with the provisions of this Agreement, Tower Company shall request, in writing, final inspection of the Applicable Tower Site. Carrier will inspect the Carrier's Equipment Installation within fifteen (15) business days of the receipt of Tower Company's notice that the Carrier Equipment Installation is complete. Within ten (10) business days of inspection, Carrier will either provide a signed writing evidencing final acceptance of the Carrier Equipment Installation or, through the use of a punch list form, advise Tower Company of the portions of the Carrier Equipment Installation that are defective or incomplete or of obligations that have not been fulfilled but are required for final acceptance. Tower Company shall complete any unfinished or defective portion of the Carrier Equipment Installation which are necessary to install and operate Carrier's equipment within ten (10) business days following issuance of the punch list. With respect to other punch list items, Tower Company shall complete all unfinished or defective portions of the Carrier Premises within fifteen (15) calendar days following issuance of the punch list. h) TRADE AND CONSTRUCTION PERMITS - Tower Company shall obtain, at its expense, all necessary local and municipal permits, licenses, inspections, certificates and approvals necessary to complete the Carrier Equipment Installation, and shall ensure compliance with all state environmental laws. Tower Company shall pay all Rents for such permits, licenses, inspections, certificates or approvals to the appropriate government body or other entity. i) LIENS. Tower Company shall keep the Tower Facilities and the Carrier Equipment free of all involuntary liens and claims, including without limitation, (other than liens and claims arising 78 by, through or under Carrier) liens and claims (a) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for personal property taxes which may be assessed against Carrier's Equipment, and except for liens for taxes or assessments which are not yet due and payable; or (c) liens or claims which may impair Carrier's interest. 7. REPRESENTATIONS - Notwithstanding any other provision contained in this Schedule or any other terms of this Agreement, the following terms and conditions shall apply with respect to the materials, equipment and services provided hereunder: a) Tower Company, its agents, subcontractors, and employees shall perform the Carrier Equipment Installation as independent contractors, and not as agents, partners, joint venturers or employees of Carrier. Tower Company shall supervise and direct the Carrier Equipment Installation, using the care and skill ordinarily used by members of Tower Company's profession practicing under similar conditions at the same time and in the same geographic area, and Tower Company shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Installation. b) Unless otherwise specifically provided in the Carrier Equipment Installation, Tower Company shall provide and pay for all labor, supervision, materials, construction surveys and layout, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Applicable Tower Site consistent with the terms of this Schedule and the Agreement. c) Tower Company shall at all times enforce strict discipline and good order among its employees. d) Tower Company hereby represents and warrants to Carrier that all materials and equipment incorporated in the Applicable Tower Site will be new unless otherwise requested in writing by Tower Company and agreed to in writing by Carrier prior to their use and all such materials and equipment shall be of good quality. Tower Company further represents and warrants that the Carrier's Equipment Installation to be performed under this Agreement, and all workmanship, materials and equipment provided, furnished, used or installed in construction of the same, shall be safe, substantial, good quality and durable construction in all respects, and that all of the Carrier's Equipment installation will be free from faults and defects and in conformance with the terms of this Agreement. The warranty for the services provided by Tower Company at each Applicable Tower Site shall be for a period of Eighteen (18) months from the date of full acceptance of the Site by Carrier (the "Warranty Period"). Tower Company represents, warrants and agrees that the Carrier Equipment shall be constructed and installed in a good and workmanlike manner and in accordance with the plans and specifications for the installation of the Carrier 79 Equipment and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. e) Tower Company agrees to correct any defective portion of the Applicable Tower Site or the Carrier Premises. If Tower Company fails, after ten (10) days following written notice from Carrier: (i) to commence and continue correction of such defective Carrier Equipment Installation with diligence and promptness; (ii) to perform the Carrier Equipment Installation; or (iii) to comply with any other provision of this Agreement, Carrier may correct and remedy any such deficiency in addition to any other remedies it may have. Tower Company shall not be responsible for reasonable delays caused by inclement weather that would delay a reasonable contractors performance of the installation of a wireless antennae system substantially similar to the Carrier Equipment Installation set forth herein. f) Tower Company shall supervise and direct the Carrier Equipment Installation on the Carrier Equipment (the "Carrier Equipment Work"), using Tower Company's best skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Work on the Tower Facilities under this Agreement excluding the placement and setting of any cabinet or shelter and equipment contained therein; and. g) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit employment of unfit persons or persons not skilled in tasks assigned to them; and h) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Carrier Equipment Work in preparation and progress wherever located, provided that such access shall not interfere with the Carrier Equipment Work; and i) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. j) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Carrier Equipment Work, the Tower Facilities or the Applicable Tower Site and other persons who may be affected thereby; (2) the Carrier Equipment Work, the Tower Facilities, the Applicable Tower Site and materials and equipment to be incorporated therein; and 80 (3) other property at the Applicable Tower Site or adjacent thereto. 8. REIMBURSEMENT FOR INSTALLATION OF CARRIER EQUIPMENT. Carrier shall pay the Tower Company [CONFIDENTIAL TREATMENT REQUESTED] ("Carrier Installation Rent") for the installation of the Carrier Equipment as contemplated in Section 7 of this Schedule. 9. COMMENCEMENT DATE. The term "Commencement Date" shall mean the date when the initial term of each SLA shall commence and shall be the date which is the later of (i) the date that Tower Company completes installation of Carrier Equipment on the Premises in the event that the Tower Company is installing Carrier's Equipment on the Premises; or (ii) fifteen (15) days after Carrier has accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease; or (iii) in the event that Carrier has not accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease, fifteen (15) days after the date that the Tower Facilities are substantially complete and Carrier is able to operate the Carrier Equipment upon the Tower Facilities in compliance with all laws, rules and regulations; or (iv) October 18, 1999. 10. SCHEDULE IS MODIFICATION. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. IN WITNESS WHEREOF, Tower Company and Carrier have signed this Schedule as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. AMERICAN TOWER, L.P., A DELAWARE LIMITED PARTNERSHIP BY: ATC GP, INC. TITLE: SOLE GENERAL PARTNER By: By: ------------------------------- ------------------------------- William S. Arnett President Name: ----------------------------- Title: ---------------------------- 81 SCHEDULE 3 TO ATTACHMENT "VI" OF MASTER LEASE BETWEEN TOWER COMPANY AND CARRIER MARKET SPECIFIC TERMS 1. CARRIER MARKET: Birmingham Market - This Schedule shall apply to the Birmingham Market only. 2. NUMBER OF SITES: - (a) Carrier shall and hereby grants to Tower Company the right to develop, construct and lease twenty two (22) Tower Facilities in the Birmingham Market more particularly described in Exhibit A attached hereto. The granting of the twenty two (22) sites mentioned above will count towards the fulfillment of Carrier's obligation to award sites as stated in Schedule 1 and Schedule 2 To Attachment "VI" of this agreement. It is understood and agreed by Carrier and Tower Company from this point forward, that any rights to develop, construct and lease any future sites for Carrier in any market, will be awarded on merit only. In the event that the Tower Company elects not to accept an Applicable Tower Site or otherwise terminates its obligations in regards to an Applicable Tower Site or does not complete an Applicable Tower Site the total number of Tower Facilities to be constructed in the Birmingham Market (or other Markets if applicable) by Tower Company will be reduced by the number of Applicable Tower Sites rejected, terminated or not otherwise completed. (b) In the event that the Tower Company rejects or terminates its obligations or otherwise fails to complete or does not otherwise complete and construct twenty percent (20%) or more of the Tower Facilities and installation of the Carrier Equipment upon the Applicable Tower Sites in the Birmingham Market, such actions shall constitute an Event of Default under the Master Lease and in addition to any other remedies at equity or law or in the Master Lease which Carrier may have, Carrier shall have the right to terminate the Master Lease upon five (5) days written notice and to require the Tower Company to assign or reassign any or all Ground Leases under the applicable Tower Sites in the Birmingham Market to Carrier or its assignee, to assign or reassign any or all Pre-Development Information to Carrier or its assignee and to assign or reassign any other easements, leases, licenses, subleases, contracts, suppliers contracts or agreements regarding or related to any or all of the Applicable Tower Sites in the Huntsville Market to the Carrier or its assignee. In addition thereto Carrier shall have the right to require the Tower Company to convey any other property (real or personal, tangible or intangible) related to or connected to the Applicable Tower Sites in the Birmingham Market, including without limitation, the Tower Facilities, any pads, utilities, wiring, cabling, connections, etc. to the Carrier or its assignee. The Carrier or its assignee shall reimburse the Tower Company for the fair market value of the tower and the related accessories, but no further or otherwise. 3. PRE-DEVELOPMENT COSTS: (a) For each Tower Site for which Carrier has obtained Pre-Development Information. Tower Company shall reimburse Carrier up to the following amounts, but no more than the following amounts for delivery of the Pre-Development Information for the 82 Applicable Tower Site from the Carrier to the Tower Company within ten (10) days of the execution of the Assignment based upon the following milestones: MILESTONE 1: Delivery of Candidate Site Report - Selection Form [CONFIDENTIAL TREATMENT REQUESTED] o Identification of 3 leasable, zonal and constructable candidates o Coordination of site visit o Submission of reports including but not limited to Zoning Summary, Permit Summary, site sketch MILESTONE 2: Delivery of Lease Package [CONFIDENTIAL TREATMENT REQUESTED] o Submission of pre-approved, executed lease, including any access easements, rights-of-way, etc. that may be required. o Site Package, Site Survey MILESTONE 3: Delivery of Title and Title Clearance Items [CONFIDENTIAL TREATMENT REQUESTED] o Submission of Title Report o Submission of evidence curative work complete MILESTONE 4: Delivery of Zoning Decision [CONFIDENTIAL TREATMENT REQUESTED] o Submission of zoning application and verification of attendance at required zoning meetings o Submission of verification of zoning decision MILESTONE 5: Building Permit Ready [CONFIDENTIAL TREATMENT REQUESTED] o Coordination of NEPA, FCC, Environmental Assessments, Geotechnicals as required o Receipt of Building Permit and any other permits required for construction TOTAL PRICE [CONFIDENTIAL TREATMENT REQUESTED] 4. SCHEDULE OF COMPLETION: (a) Subject to the force majeure provisions of Section 5.5(e) of the Master Lease, Tower Company shall deliver to the Carrier all of the Pre-Development Information and the Ground Lease for the Applicable Tower Sites by the dates according to the following Schedule: This portion of said Schedule shall be completed no later than July 31, 1999. (b) Tower Company shall deliver all Tower Sites fully completed with Carrier's Equipment completely installed according to the following schedule, excepting those Tower Sites delayed by Carrier actions or inaction's or those Tower Sites delayed beyond Tower 83 Company's control, including but not limited to Governmental Approvals, moratoria, FAA or force majeure: This portion of said Schedule shall be completed no later than July 31, 1999 (c) Tower Company shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Carrier for the best system optimization. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Carrier shall pay Tower Company or such entity as Tower Company may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. During the initial term of the Master Lease, the rent shall be increased on each anniversary of the Commencement Date by [CONFIDENTIAL TREATMENT REQUESTED] annually. Rent shall be payable on the first day of each month in advance to Tower Company at Tower Company's address as specified in Paragraph 5.1 of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. Tower Company and Carrier shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Carrier elects to renew an SLA as provided in paragraph 4.5 of the Master Lease, Rent during the first Renewal Term of the SLA shall be the same amount as the Rent during the last year of the Initial Term of the Master Lease. Rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the Rent accruing under the immediately prior term of the SLA, commencing with the beginning of the Second Renewal Term of the SLA. 6. INSTALLATION OF CARRIER EQUIPMENT. Carrier and Tower Company acknowledge and agree that Tower Company shall be obligated to and Tower Company shall provide all materials, equipment and supplies for the installation and construction of and shall install and construct all Tower Facilities and install the Carrier's Equipment ("Carrier's Equipment Installation") except for the placement and setting of the cabinet upon the Carrier Premises and for the purchase and delivery of the equipment and items described in Section 6(c), which installation shall include without limitation, the following: (a) INSTALLATION. Tower Company shall perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment, including without limitation: 84 (i) Tower Company shall furnish all labor, supervision, materials and equipment (other than materials and equipment specified as furnished by others) and perform all operations necessary and required to build sites and install Personal Communications Services ("PCS") cellular base transmission equipment. (ii) Tower Company shall install the Carrier Equipment upon the Tower Facilities in accordance with their approved construction drawings, specifications (except for those Tritel furnished specifications) and other contract documents. Work includes but is not limited to the following: (A) Preparation of raw land sites by clearing, grubbing and grading. Construction of access roads as required. Preparation of building, structures, or roofs in accordance with all legal requirements and the Carrier Specifications for installing the Carrier Equipment. (B) Install electrical work required including raceways, cable trays, boxes, underground ducts, utility structures, wires, cables, wiring devices and related work necessary for a functional PCS site. (C) Installation of financing for support of Carrier Equipment. (D) Installation of equipment foundations. (E) Seal penetrations through existing and new construction as required by local codes and ordinances. (F) Field quality control and inspections. (G) Performance of sweep test and provide results in accordance with project requirements contained in Specification No. 24085-002-3PS-EFW0-00001 and provide test results for Carrier review and approval. (H) Perform ground testing for each site and provide results in accordance with project requirements contained in Specification No. 24085-000-3PS-EG00-G000 1 and provide test results for Carrier review and approval. (I) Receipt and storage of Carrier/third party materials, as required. (J) Provide concrete testing for all concrete work as required. (K) Provide all inspections required by local and state jurisdictions. (L) Obtain and pay for all permits including special permits, as required. (M) Tower Company shall be responsible for obtaining FAA and FCC permits, applications and approvals. (N) Tower Company shall be responsible for any AM De-Tuning if required. 85 (iii) The Carrier Equipment Installation shall conform to the construction drawings and specifications, and applicable federal, state, county, city, local laws, ordinances, rules and regulations of the authorities having jurisdiction and the Carrier Specifications. (iv) Tower Company shall furnish all labor, supervision, construction equipment, transportation, licenses, taxes, safety supplies, consumable supplies, all materials and each and every item of expense required to complete the Carrier's Equipment Installation, except the items described in Section 6c of this Schedule. (v) Tower Company shall investigate, review, and if applicable, obtain the proposed rights-of-way for ingress and egress from public and private roads for clearances, restrictions, bridge load limit, bond requirements, permits (and waivers of any of the foregoing if necessary) and other limitations that may affect transportation and storage of Carrier's and Tower Company's equipment, materials and manpower to or for the Applicable Tower Site. (vi) Tower Company shall obtain and pay for all work permits required by governmental authorities and other permits required for Tower Company's construction pertains including but not limited to Tower Company's licenses, construction bonds, transportation, equipment, labor and/or other general permits. (b) INSPECTION AND ACCEPTANCE (i) Carrier Equipment Installation shall be subject to the inspection and approval of Carrier and its agent, such approval not to be unreasonably withheld, delayed or conditioned, and/or authorities or agencies having jurisdiction. (ii) Tower Company shall schedule the work upon the Carrier Equipment Installation and provide notification to Carrier to comply with any and all requirements for inspections including, but not limited to, sweep testing, ground testing and final inspection. (iii) Tower Company shall provide verification that antennae are aligned as required by the design drawings and are within the tolerance. (iv) Tower Company shall coordinate and schedule final inspection walk down inspections with Tritel and/or its' agents. (c) CARRIER SUPPLIED EQUIPMENT AND MATERIAL Equipment and Materials supplied by the Carrier will be delivered to Tower Company on a just in time basis to meet scheduled construction start dates, to the Applicable Tower Sites or Tower Company's facilities as chosen by Tower Company. Tower Company shall receive, document, store, protect and transport all materials as required. The receiving notices will be furnished to Carrier within 24 hours of delivery to Tower Company. The following equipment will be furnished by Carrier, but no further or otherwise: (i) Antenna Supports/Mounts (ii) Antennas, including downtilt brackets 86 (iii) Coax Cable (iv) Coax Connectors (v) TMAS (vi) Surge Suppressors (vii) Ericsson equipment frames Tower Company shall provide a bill of material for each Applicable Tower Site five working days before the materials/equipment are needed for installation. Tower Company is also responsible for notification of electrical installation and termination of equipment with Carrier in order to coordinate the installation of the cabinet and related equipment by Ericcson. (d) DELIVERY. Tower Company will be required to provide the following documentation to Carrier at the completion of the Carrier Equipment Installation for each Applicable Tower Site: Sweep test results Grounding test results Concrete test results All other test results and reports Pictures of the ground ring, ground rods before filling trenches with each A completed and signed off Punch list from the final walkdown (e) PLANNING AND SCHEDULING. - Tower Company will conduct regular process review meetings with Carrier and/or its agent and provide input into the project database to report the construction and installation status. (f) AS BUILT DRAWINGS. As Built Drawings - Tower Company will provide as-built drawings to Carrier of each Applicable Tower Site which detail all pertinent information relating to Carrier's equipment and antenna -system at the Applicable Site and shall substantially conform to the specifications supplied by CARRIER g) PUNCH LIST & ACCEPTANCE - Upon final completion of the Carrier's Equipment Installation at each Applicable Tower Site by Tower Company in accordance with the provisions of this Agreement, Tower Company shall request, in writing, final inspection of the Applicable Tower Site. Carrier will inspect the Carrier's Equipment Installation within fifteen (15) business days of the receipt of Tower Company's notice that the Carrier Equipment Installation is complete. Within ten (10) business days of inspection, Carrier will either provide a signed writing evidencing final acceptance of the Carrier Equipment Installation or, through the use of a punch list form, advise Tower Company of the portions of the Carrier Equipment Installation that are defective or incomplete or of obligations that have not been fulfilled but are required for final acceptance. Tower Company shall complete any unfinished or defective portion of the Carrier Equipment Installation which are necessary to install and operate Carrier's equipment within ten (10) business days following issuance of the punch list. With respect to other punch list items, Tower Company shall complete all unfinished or defective portions of the Carrier Premises within fifteen (15) calendar days following issuance of the punch list. 87 h) TRADE AND CONSTRUCTION PERMITS - Tower Company shall obtain, at its expense, all necessary local and municipal permits, licenses, inspections, certificates and approvals necessary to complete the Carrier Equipment Installation, and shall ensure compliance with all state environmental laws. Tower Company shall pay all Rents for such permits, licenses, inspections, certificates or approvals to the appropriate government body or other entity. i) LIENS. Tower Company shall keep the Tower Facilities and the Carrier Equipment free of all involuntary liens and claims, including without limitation, (other than liens and claims arising by, through or under Carrier) liens and claims (a) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for personal property taxes which may be assessed against Carrier's Equipment, and except for liens for taxes or assessments which are not yet due and payable; or (c) liens or claims which may impair Carrier's interest. 7. REPRESENTATIONS - Notwithstanding any other provision contained in this Schedule or any other terms of this Agreement, the following terms and conditions shall apply with respect to the materials, equipment and services provided hereunder: a) Tower Company, its agents, subcontractors, and employees shall perform the Carrier Equipment Installation as independent contractors, and not as agents, partners, joint venturers or employees of Carrier. Tower Company shall supervise and direct the Carrier Equipment Installation, using the care and skill ordinarily used by members of Tower Company's profession practicing under similar conditions at the same time and in the same geographic area, and Tower Company shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Installation. b) Unless otherwise specifically provided in the Carrier Equipment Installation, Tower Company shall provide and pay for all labor, supervision, materials, construction surveys and layout, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Applicable Tower Site consistent with the terms of this Schedule and the Agreement. c) Tower Company shall at all times enforce strict discipline and good order among its employees. d) Tower Company hereby represents and warrants to Carrier that all materials and equipment incorporated in the Applicable Tower Site will be new unless otherwise requested in writing by Tower Company and agreed to in writing by Carrier prior to their use and all such materials and equipment shall be of good quality. Tower Company further represents and warrants that the Carrier's Equipment Installation to be performed under this Agreement, and all workmanship, materials and equipment provided, furnished, used or installed in construction of the same, shall be safe, 88 substantial, good quality and durable construction in all respects, and that all of the Carrier's Equipment installation will be free from faults and defects and in conformance with the terms of this Agreement. The warranty for the services provided by Tower Company at each Applicable Tower Site shall be for a period of Eighteen (18) months from the date of full acceptance of the Site by Carrier (the "Warranty Period"). Tower Company represents, warrants and agrees that the Carrier Equipment shall be constructed and installed in a good and workmanlike manner and in accordance with the plans and specifications for the installation of the Carrier Equipment and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. e) Tower Company agrees to correct any defective portion of the Applicable Tower Site or the Carrier Premises. If Tower Company fails, after ten (10) days following written notice from Carrier: (i) to commence and continue correction of such defective Carrier Equipment Installation with diligence and promptness; (ii) to perform the Carrier Equipment Installation; or (iii) to comply with any other provision of this Agreement Carrier may correct and remedy any such deficiency in addition to any other remedies it may have. Tower Company shall not be responsible for reasonable delays caused by inclement weather that would delay a reasonable contractor's performance of the installation of a wireless antennae system substantially similar to the Carrier Equipment Installation set forth herein. f) Tower Company shall supervise and direct the Carrier Equipment Installation on the Carrier Equipment (the "Carrier Equipment Work"), using Tower Company's best skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Work on the Tower Facilities under this Agreement excluding the placement and setting of any cabinet or shelter and equipment contained therein; and. g) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit employment of unfit persons or persons not skilled in tasks assigned to them; and h) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Carrier Equipment Work in preparation and progress wherever located, provided that such access shall not interfere with the Carrier Equipment Work; and i) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. j) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the 89 Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Carrier Equipment Work, the Tower Facilities or the Applicable Tower Site and other persons who may be affected thereby; (2) the Carrier Equipment Work, the Tower Facilities, the Applicable Tower Site and materials and equipment to be incorporated therein; and (3) other property at the Applicable Tower Site or adjacent thereto. 8. REIMBURSEMENT FOR INSTALLATION OF CARRIER EQUIPMENT. Carrier shall pay the Tower Company Thirty Thousand and no/100s Dollars ($30,000.00) ("Carrier Installation Rent") for the installation of the Carrier Equipment as contemplated in Section 7 of this Schedule. 9. NOTICE OF EXISTING APPLICABLE TOWER SITES. Notwithstanding the provisions contained within the body of the Master Lease, Tower Company acknowledges that Carrier has as of the date of this Agreement notified Tower Company of the Applicable Tower Sites identified in Exhibit "A" to this Schedule (the "Existing Applicable Tower Sites"). Within fifteen (15) business days from the date of this Agreement, Tower Company will provide a Notice of Acceptance for or will reject each such Applicable Tower Site. If Tower Company provides a Notice of Acceptance for any such Applicable Tower Site, Tower Company shall reimburse Carrier for the Pre-Development Costs associated with each accepted Applicable Tower Site in accordance with this Schedule. 10. COMMENCEMENT DATE. The term "Commencement Date" shall mean the date when the initial term of each SLA shall commence and shall be the date which is the later of (i) the date that Tower Company completes installation of Carrier Equipment on the Premises in the event that the Tower Company is installing Carrier's Equipment on the Premises; or (ii) fifteen (15) days after Carrier has accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease; or (iii) in the event that Carrier has not accepted the Tower Facilities pursuant to Paragraph 3.7 of the Master Lease, fifteen (15) days after the date that the Tower Facilities are substantially complete and Carrier is able to operate the Carrier Equipment upon the Tower Facilities in compliance with all laws, rules and regulations; or (iv) March 1, 1999. 11. SCHEDULE IS MODIFICATION. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. 90 IN WITNESS WHEREOF, Tower Company and Carrier have signed this Schedule as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. AMERICAN TOWER, L.P., A DELAWARE LIMITED PARTNERSHIP BY: ATC GP, INC. TITLE: SOLE GENERAL PARTNER By: By: ------------------------------- ------------------------------- William S. Arnett President Name: ----------------------------- Title: ---------------------------- Date: Date: ----------------------------- ----------------------------- 91 EX-10.30 6 MASTER BUILDER TO SUIT AND LEASE AGREEMENT MASTER BUILD TO SUIT AND LEASE AGREEMENT THIS MASTER BUILD TO SUIT AND LEASE AGREEMENT ("Master Lease" or "Agreement") is made and entered into by and between TRITEL COMMUNICATIONS, INC. ("Tritel") and SPECTRASITE COMMUNICATIONS, INC. ("SpectraSite"). WHEREAS, Tritel has licenses to provide personal communications service ("PCS") in the states of Alabama, Florida, Mississippi, Tennessee, Kentucky and any additional state or markets in which Tritel obtains a license to provide PCS ("Tritel Markets"); WHEREAS, Tritel requires that in certain instances towers and related facilities be developed for the installation of antennas, equipment cabinets, cabling and related equipment; WHEREAS, Tritel also requires that parcels of real property together with easements for ingress, egress and utilities to those properties be acquired for the construction of the towers and related facilities; WHEREAS, Tritel has previously engaged SpectraSite and other companies to acquire parcels of real property to be leased or purchased by Tritel; WHEREAS, Tritel desires to assign to SpectraSite certain of those leases and for SpectraSite to construct facilities on the sites and/or to have SpectraSite lease or purchase designated parcels of property to construct structures for the operation of a wireless or telecommunications facility. WHEREAS, Tritel desires to lease space on the facilities from SpectraSite. NOW THEREFORE, Tritel and SpectraSite do hereby agree as follows: I. GRANT OF RIGHTS; ASSIGNMENT AND ASSUMPTION OF PRIME LEASES AND SUBLEASING 1.1 (a) GRANT. Tritel grants SpectraSite the nonexclusive right to develop, construct and lease those sites in the Tritel Markets which involve the construction of towers and related facilities ("Tower Sites") upon the terms and conditions of this Master Lease. SpectraSite acknowledges and agrees that the right to develop, construct and lease the Tower Sites is not an exclusive right and that Tritel may grant similar rights to other parties; provided, however, that Tritel agrees that it shall grant to SpectraSite the right to develop a minimum number of Tower Sites for each Tritel Market (as defined below) if set forth in a schedule to Attachment VII to this Agreement. (b) APPLICATION. (i) NOTICE. In the event that Tritel identifies a Tower Site or search ring where it intends to place, develop and construct a tower, and Tritel intends to grant to SpectraSite the right to develop, construct and lease such Tower Site, Tritel shall give SpectraSite notice of the Tower Site, and such Tower Site shall hereinafter be referred to as the Applicable Tower Site. (A) Notice of Search Ring. In the event that Tritel has issued a search ring for the Applicable Tower Site, but has not obtained a lease, contract, option or other right to lease the property for 1 the Applicable Tower Site, Tritel shall notify SpectraSite in writing of the parameters of the search ring for the Applicable Tower Site (the "Search Ring Notice"). (B) NOTICE OF LEASE. In the event that Tritel has obtained an option, lease, contract or other right to lease the property for the Applicable Tower Site, Tritel shall notify SpectraSite in writing of and deliver to SpectraSite a complete copy of the lease, option, contract or other right to lease the property for the Applicable Tower Site (the "Lease Notice"). (C) NOTICE OF BUILDING PERMIT. In the event that Tritel has obtained a lease, contract, option or other right to lease property for an Applicable Tower Site and is preparing to apply for a building permit for the Applicable Tower Site, Tritel shall notify SpectraSite in writing on or before ten (10) days prior to the date that Tritel intends to make application for a building permit for Applicable Tower Site (the "Building Permit Notice") (the Search Ring Notice, the Lease Notice and the Building Permit Notice shall be collectively referred to as the "Notice of Applicable Tower Site"). (D) OBLIGATION TO GIVE NOTICE. Notwithstanding paragraphs 1.2(b)(i)(A), (B) and (C), Tritel shall not be obligated to provide Spectrasite the Notice of applicable Tower Site until ten (10) days prior to the date that Tritel intends to make application for a building permit for the applicable tower site, provided however, Tritel may elect to provide Spectrasite Notice of the Applicable Tower Site pursuant to 1.1(b)(i)(A) or 1.1(b)(i)(B) above. (ii) ACCEPTANCE OR REJECTION OF APPLICABLE TOWER SITE. SpectraSite shall have a period of twenty (20) days (the "Application Period") from the date of the Notice of Applicable Tower Site to accept (in the event of acceptance, the "Notice of Acceptance") or reject in writing any such Applicable Tower Site because of any characteristics associated with the Applicable Tower Site which would in the reasonable opinion of SpectraSite adversely impact the development or ownership of the Applicable Tower Site. In the event that SpectraSite does not accept or reject the Applicable Tower Site within such twenty (20) day period, SpectraSite shall be deemed to have rejected such Applicable Tower Site. In the event that SpectraSite rejects or does not accept any Applicable Tower Site, SpectraSite shall have no right to require an assignment of the Prime Lease (as hereinafter defined) or obligation to develop the Applicable Tower Site and Tritel shall have no further obligation to SpectraSite in regards to the Applicable Tower Site under the terms of this Agreement. (c) DUE DILIGENCE. During the (i) Application Period; and (ii) in the event that SpectraSite provides Tritel with a Notice of Acceptance upon the Applicable Tower Site, during the period between the Application Period and the Commencement Date of the applicable SLA; and (iii) during the term of the applicable SLA (hereinafter defined), provided that SpectraSite has assumed the Prime Lease, if applicable, and entered into an SLA with Tritel: Tritel shall make available to SpectraSite such information as SpectraSite may reasonably require about the Applicable Tower Site which information shall include but shall not be limited to (i) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been obtained or for which Tritel has made application; (ii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities (hereinafter defined) on the entire portion of the property where the Applicable Tower Site will be located (the "Property" or the "Site"), which Property (or an interest therein) has been leased, licensed or otherwise obtained by Tritel, or will be obtained by SpectraSite, pursuant to a lease, option or other contract with the Owner (the "Prime Lessor") of the Property; (iii) the geotechnical report for the Property which has been commissioned by Tritel; (iv) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information 2 which may have been produced regarding title to the Property and any and all easements for access, ingress, egress or utilities easements obtained or intended to be utilized for the Applicable Tower Site (the "Easements"); and (v) the environmental assessments including phase I reports and any reports relating to contemporaneous or subsequent intrusive testing, the " Federal Communication Commission Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may have been produced regarding the environmental condition of the Property, the Easements or neighboring real property. Tritel shall cooperate with SpectraSite in making reasonable modifications to the foregoing information at the request of SpectraSite. Upon execution of an SLA, Tritel shall assign and convey the foregoing to SpectraSite without warranty or representation. (d) FEDERAL AVIATION ADMINISTRATION APPROVAL. Tritel shall not file with the Federal Aviation Administration ("FAA") any application, responses, approvals and registration numbers submitted or received with respect to any Applicable Tower Site without the prior approval of SpectraSite which approval shall not be unreasonably withheld, delayed or conditioned by SpectraSite. (e) ASSIGNMENT AND ASSUMPTION OF PRIME LEASE, In the event that SpectraSite accepts the Applicable Tower Site for development pursuant to section 1. 1 of this Agreement, and Tritel has entered a Prime Lease with the Prime Lessor, Tritel shall assign to SpectraSite and SpectraSite shall assume and agree to be bound, by the "Prime Lease", together with the Easements to the Property and the relationship of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. The form of the instrument by which Tritel assigns the Prime Lease and any Easements to SpectraSite shall be substantially the same form as that which is attached hereto as Attachment "I" ("Assignment"). The Assignment shall be executed by Tritel and SpectraSite in three (3) counterpart originals, and one original execution copy shall be delivered to Tritel and two (2) original execution copies shall be delivered to SpectraSite within five (5) days of the Notice of Acceptance. In addition thereto, Spectrasite and Tritel shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to SpectraSite within five (5) days of the Notice of Acceptance. SpectraSite shall record the Memorandum of Assignment within ten (10) days of the Notice of Acceptance, and in any event prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located. In addition thereto, SpectraSite shall use its best efforts to obtain from the Prime Lessor, a release of Tritel from all liabilities under the Prime Lease and shall endeavor to include such release language in the Estoppel Certificate which is attached hereto as Attachment "III". SpectraSite shall and hereby agrees to hold Tritel harmless and indemnify Tritel from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tritel which claims, losses, obligations, damages, costs or expenses must be paid by Tritel to a third party (including without limitation, any lawyers, experts, engineers or similar professionals) or which Tritel may expend in defending itself against any claim threatened or made by a third party which arise out of any act or omission of SpectraSite under the Prime Lease, including without limitation, any default under the Prime Lease. (f) COMPLETION OF PRE-DEVELOPMENT WORK. In the event that SpectraSite accepts the Applicable Tower Site prior to the time that a building permit has been issued for the Applicable Tower Site, SpectraSite shall obtain and be responsible and liable for the completion of all matters necessary to complete the construction of the Tower Facilities upon the Applicable Tower Site, including without limitation (i) obtaining zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals for the Applicable Tower Site; (ii) obtaining the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on 3 the Property (iii) obtaining the geotechnical report for the Property; (iv) obtaining the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the easements; and (v) obtaining the environmental assessments including phase I reports and any reports relating to contemporaneous or subsequent intrusive testing, the "Federal Communication Commission ("FCC") Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Applicable Tower Site (collectively the "Pre-Development Information"). SpectraSite shall make available to and deliver to Tritel copies of all of the Pre-Development Information prior to the execution of an SLA. (g) ZONING AND GOVERNMENTAL APPROVALS. In the event that it is necessary to obtain or file any application, motion or appeal for zoning or governmental approvals, permits, or any other action necessary (the "Government Application") to obtain any federal, state, municipal or local governmental approval or permit (the "Government Approval") for the Applicable Tower Site and SpectraSite has accepted the Applicable Tower Site prior to the issuance of such Government Approvals, Tritel shall have the right to require SpectraSite to hire or use any witnesses, attorneys, consultants, lobbyists, public relations consultants, or parties which Tritel deems reasonably necessary to obtain the Governmental Approval. Tritel shall pay the cost of such consultants in the event the costs to obtain such Governmental Approval exceed $3,000.00 in the aggregate, excluding any attorney fees which might be incurred upon an appeal of an approval or denial of such Governmental Approval. Whenever reasonably practicable, SpectraSite shall consult with Tritel prior to filing any Government Applications and obtain Tritel's approval of such Government Applications, which approval shall not be unreasonably conditioned, delayed or withheld. SpectraSite shall provide Tritel with copies of all Governmental Applications and other documents filed by SpectraSite in obtaining any Governmental Approvals for each Site. In the event that Tritel desires to terminate, dismiss, withdraw, or otherwise cease the Government Application, Tritel shall have the right to do so and, if in the reasonable opinion of SpectraSite and SpectraSite's Counsel (in writing) such Government Application could have been approved, and SpectraSite does not construct or build a tower or similar facility upon the Property, Tritel shall reimburse SpectraSite for all fees and expenses incurred in connection with the Government Applications and the reasonable Pre-Development Costs for the Site. (h) SITE LEASE AGREEMENT. (i) Tritel and SpectraSite shall execute two original execution copies of a Site Lease Agreement ("SLA") in substantially the form of the SLA attached hereto as Attachment IV and deliver such SLA to the other party within five (5) days of the Notice of Acceptance in the event that an application for a building permit has been submitted for the Applicable Tower Site and that all Pre-Development Information has been completed and delivered to Tritel, SpectraSite shall execute and deliver a Memorandum of SLA in substantially the form of the Memorandum of SLA attached hereto as Attachment V" contemporaneously with the execution and delivery of the SLA (ii) In the event that the Notice of Acceptance has been received prior to the submission of an application for a building permit and the delivery of all Pre-Development Information to Tritel, Tritel and SpectraSite shall execute two original SLAs in substantially the form of the SLA attached hereto as Attachment IV and deliver such SLA to the other party with five (5) days of the delivery of notice to Tritel (the "Pre-Development Notice") that SpectraSite has delivered to Tritel all of the Pre-Development Information for the Applicable Tower Site 4 (iii) Contemporaneously with the execution and delivery of the SLA, Tritel shall execute and deliver a collocation application to SpectraSite in substantially the form of the collocation application attached hereto as Attachment "VI". (iv) Tritel may refuse to execute and reject the SLA on any Applicable Tower Site because of any deficiency in the Pre-Development Information or any deficiencies which are disclosed in the Pre-Development Information, which Tritel did not obtain or prepare, including without limitation (A) exceptions to the title of the Property or the Easements, (B) deficiencies in the Plans and Specifications (hereinafter defined) (C) deficiencies in the geotechnical analysis or environmental assessments for the Property or any deficiencies regarding the condition of the Property; or (D) deficiencies in any requirements under the National Environmental Protection Act; (E) any deficiency in the SLA; or (F) any deficiency in the Prime Lease or the due authorization thereof. In the event that Tritel refuses to execute or rejects the SLA, Tritel shall have no obligation to execute an SLA or obligation to SpectraSite under this Master Lease in regards to the Applicable. Tower Site. In the event that Tritel refuses to execute an SLA and SpectraSite does not construct a tower upon the Applicable Tower Site, Tritel shall reimburse SpectraSite one-half of the Pre-Development Costs (hereinafter defined), which accrued or were incurred prior to SpectraSite's notice or knowledge of such deficiency in the Pre-Development Information, but in any event no more than $15,000.00 for the Pre-Development Costs for the Applicable Tower Site. (v) Tritel shall be responsible for recording and bear the cost of recording the Memorandum of SLA. II. DESIGN AND CONSTRUCTION OF TOWER FACILITIES 2.1 COVENANT TO CONSTRUCT. Construction of the Tower Facilities (hereinafter defined) shall be the responsibility and obligation of SpectraSite. SpectraSite shall be responsible for the costs and construction of the tower, foundations, and related facilities including concrete foundations, footings and slabs and fencing to be located upon the Applicable Tower Site ("Tower Facilities"). SpectraSite shall construct the Tower Facilities in accordance with and substantial compliance with the Plans and Specifications (hereinafter defined) and all rules, regulations, laws, and orders of any governing body, local, state or federal. SpectraSite shall obtain all necessary permits and approval of the Plans and Specifications from all applicable governmental agencies. 2.2 APPROVAL OF PLANS AND SPECIFICATIONS. (a) In the event that Tritel has obtained plans for the construction of ("Plans") and specifications for the construction of (the "Specifications") the Tower Facilities, Tritel shall deliver to SpectraSite the Plans and Specifications for the Tower Facilities within five (5) days of the complete execution of the Assignment. In the event that SpectraSite does not approve the Plans and Specifications or modifies the Plans and Specifications, SpectraSite shall deliver detailed written objections to the Plans and Specifications within five (5) days of the receipt of the Plans and Specifications or SpectraSite shall prepare and deliver to Tritel approval by Tritel three copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall be delivered to Tritel within ten (10) days of the delivery of the Plans and Specifications to SpectraSite. If no objection or modified Plans and Specifications are delivered to Tritel within the above-referenced time periods, the Plans and Specifications shall be deemed approved. Within five (5) business days after receipt of the modified Plans and Specifications, Tritel shall approve such modified Plans and Specifications or deliver to SpectraSite detailed written objections thereto. If Tritel fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by SpectraSite within the five (5) day period, Tritel shall be deemed to have effectively approved the Plans and Specifications. 5 (b) In the event that Tritel has not obtained Plans and Specifications for the Tower Facility, SpectraSite shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to Tritel within fifteen (15) days of the execution of the Assignment, or in the event there is no Assignment, within fifteen (15) days of the execution of the Prime Lease with the Prime Lessor, for Tritel's approval, which approval shall not be unreasonably withheld, delayed or conditioned. Within five (5) days of receipt of the Plans and Specifications, Tritel shall approve the Plans and Specifications or deliver to SpectraSite detailed objections thereto. If Tritel does not affirmatively approve or disapprove the Plans and Specifications within such five (5) day period, Tritel shall be deemed to have approved the Plans and Specifications. (c) Notwithstanding the foregoing, in the event that any federal, state or local governmental body, requires SpectraSite or Tritel to modify the Plans and Specifications to obtain a Governmental Approval, Tritel or SpectraSite may modify the Plans and Specifications provided that the other party approves such modification, such approval not to be unreasonably withheld, delayed or conditioned. 2.3 PRE-DEVELOPMENT COSTS. As used herein, "Pre-Development Costs" shall include the cost of the site acquisition services, phase I environmental assessments, geotechnical analyses, designs, Plans and Specifications, including without limitation, construction plans, the cost incurred in obtaining any grants of easements for ingress, egress or utilities over real property owned by persons or entities other than the Prime Lessor under the Prime Lease , supplies, relevant travel expenses, fees or assessments imposed by local, state or federal governmental entities, recording fees and filing fees, fees of engineers, surveyors, architects, attorneys, brokerage commissions and others providing professional services ("Pre-Development Costs) SpectraSite shall reimburse Tritel for portions of these costs as specified in Attachment VII. A separate Schedule for Attachment VII shall be executed for each Tritel Market (as hereinafter defined) to define and set the rates, terms, rights, covenants and conditions and obligations regarding the Pre-Development Costs for each Market. Each Schedule (the "Schedule" or "Schedules") shall be signed and executed by Tritel and SpectraSite, and upon due execution and due authorization by each party, shall modify and amend the terms and conditions of this Master Lease and shall be incorporated into this Master Lease and shall be governed by the terms, covenants and conditions of this Master Lease as though set forth herein word for word. In the event that no Schedule is negotiated for a specific Market and SpectraSite commences construction of a Tower Facility in such Market, Tritel and SpectraSite shall divide the Pre-Development Costs equally. 2.4 COMMENCEMENT OF CONSTRUCTION. SpectraSite shall commence construction of the Tower Facility within twenty (20) days of the delivery of an SLA executed by Tritel to SpectraSite. SpectraSite shall make reasonable and diligent efforts to complete the construction of each individual Tower Facility within thirty-five (35) days after Tritel executes an SLA for the Site upon which the Tower Facility is to be constructed. SpectraSite shall have no obligation to commence construction of the Tower Facilities unless and until a SLA has been executed by Tritel for that Tower Site. The commencement of construction and the completion of construction of each Tower Facility shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by SpectraSite or its contractors, abnormal adverse weather conditions not reasonably anticipated, governmental actions or inactions, not caused or contributed to by SpectraSite or other unavoidable casualties or similar causes beyond reasonable control of SpectraSite or SpectraSite's contractor or for time needed to perform additional construction covered by any change order requested by Tritel. Notwithstanding the foregoing, Tritel and SpectraSite may negotiate and agree upon a different schedule for the completion of the Tower Facilities in each Tritel Market pursuant to and part of a Schedule attached hereto as a Schedule attached to Attachment VII. 6 2.5 SELECTION OF CONTRACTOR. Prior to the commencement of construction of a Tower Facility under this Agreement, SpectraSite shall provide Tritel with the names of the contractors it proposes to use for the construction of the Tower Facility. Tritel may, in its reasonable discretion and within five (5) business days of receipt of this information, object to the use of a specific contractor on a Tower Facility. Tritel may identify and choose any contractors or subcontractors for construction of any specific Tower Facility so long as Tritel submits the name of such contractor to SpectraSite on or before the date that Tritel executes the Assignment and the SLA for the applicable Tower Facility, and further provided that such contractor meets the financial, quality and delivery requirements and standards similar to or better than contractors which SpectraSite retains for the construction of other towers and sites. 2.6 MANNER OF CONSTRUCTION. (a) SpectraSite represents, warrants and agrees that the Tower Facilities shall be constructed in a good and workmanlike manner and in accordance with the Plans and Specifications and all applicable federal, state and local laws, ordinances, rules and regulations. SpectraSite warrants to Tritel that all materials furnished in connection with the construction of the Tower Facilities will be new unless otherwise specified, and of good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. (b) SpectraSite shall supervise and direct the work on the Tower Facilities (the "Work"), using SpectraSite's best skill and attention. SpectraSite shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, SpectraSite shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) SpectraSite shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. (e) SpectraSite shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work SpectraSite shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (f) SpectraSite shall provide Tritel (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (g) SpectraSite shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Tritel harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Tritel unless SpectraSite has reason to believe that there is an infringement of patent. (h) SpectraSite shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. SpectraSite shall take 7 reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto. 2.7 NO LIENS. SpectraSite shall keep the Tower Facilities free of all involuntary liens and claims, including without limitation, liens and claims (a) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for liens for taxes or assessments which are not yet due and payable; or (c) liens or claims which may impair Tritel's interest. Notwithstanding the foregoing, SpectraSite may encumber the Tower Facilities with a lien or mortgage as surety for construction or permanent financing. 2.8 NOTIFICATION OF COMPLETION. SpectraSite shall notify Tritel of the date when the Tower Facilities have been substantially completed by delivery of a notice in substantially the same form attached hereto as Attachment "VIII" ("Notice of Completion"). Within fifteen (15) business days after the Notice of Completion, Tritel shall deliver to SpectraSite a list of items ("Punch List") that Tritel deems necessary that SpectraSite complete or correct in order for the Tower Facilities to be completed in accordance with the Plans and Specifications. The Tower Facilities shall be deemed accepted by Tritel if a Punch List is not received by SpectraSite within fifteen (15) days of the date of Notice of Completion. SpectraSite shall complete, repair, construct or modify all the items on the Punch List within ten (10) days of receipt of the Punch List. The Site shall not be deemed accepted until all items on the Punch List have been completed to Tritel's reasonable satisfaction. 2.9 IMPROVEMENTS BY TRITEL. Tritel shall be responsible for procuring any and all permits and approvals from any and all federal, state or local governmental agencies which may be required for the installation or operation of Tritel's Equipment (hereinafter defined) on the Tower Facilities for each Site. Subject to the provisions of Section 3.11, Tritel shall submit plans and specifications for the proposed installation of Tritel's Equipment to SpectraSite for SpectraSite's approval or for each Tower Facility which depicts the location and manner of attachment of Tritel's Equipment to the Premises. Subject to the provisions of Section 3.11, Tritel shall be responsible for the delivery of Tritel's Equipment to, and installation of Tritel's Equipment upon the Premises. Subject to the provisions of Section 3.11, Tritel shall be responsible for the installation of Tritel's Equipment on the Premises and for connecting Tritel's Equipment to utilities which have been extended to the Premises by SpectraSite. Subject to the provisions of Section 3.11, Tritel shall provide at Tritel's sole cost and expense, Tritel's Equipment and all materials and equipment for the construction, installation, operation, maintenance and repair of Tritel's Equipment. Tritel shall not construct or install any equipment or improvements onto the Premises other than those which are described in the SLA or alter the radio frequency of operation of the Tritel's Equipment without first obtaining the prior consent of SpectraSite which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the changes to the Tritel Equipment which Tritel desires to make would increase the wind loading or structural load on the Tower Facilities or increase the space occupied by Tritel's Equipment on the Premises, SpectraSite may condition such 8 consent upon an increase in the amount of Rent payable for that Site in accordance with industry standards. Notwithstanding the foregoing, so long as Tritel obtains SpectraSite's prior written approval, which approval shall not be unreasonably withheld, delayed, or conditioned, Tritel shall have the right to make alterations to the Premises and the Tritel Equipment (hereinafter defined) so long as Tritel does not increase the area of space upon the Tower Facilities or the ground space upon the Site, increase the wind or structural load upon the Tower Facility or create material radio frequency interference with the equipment of other users then located upon the Tower Facility 2.10 COMPLIANCE WITH GOVERNMENTAL RULES. All work required to be performed by Tritel or Tritel's employees, contractors or agents shall be made in a good and workmanlike manner. SpectraSite shall be entitled to require substantial compliance with the plans and specifications approved by SpectraSite pursuant to paragraph 2.10 including specifications for the grounding of Tritel's equipment and antennas. All construction, installations and operations in connection with this Master Lease by Tritel shall meet with all applicable rules and regulations by any federal governmental authority including the FCC, and all applicable codes and regulations of the city, county, and state concerned. 2.11 REMEDIES FOR BREACH OF SECTION II. In the event SpectraSite fails to perform any obligation to commence and complete construction pursuant to Section 2.5 of this Agreement and any schedule, attachment or agreement related thereto, provided that such delay in commencement and completion of construction is not contributed to or caused by Tritel, which failure is not corrected or cured by SpectraSite within five (5) days of receipt by SpectraSite of written notice (which may be telecopy notice) from Tritel of the existence of such a breach, Tritel shall have the right, as its sole and exclusive remedy for such breach, to complete construction of or cause the completion of the construction of the Tower Facilities upon notice to SpectraSite. Tritel shall have the right to hire or retain any contractor it shall so choose to complete the construction of the Tower Facilities in such event. SpectraSite and its employees, contractors, subcontractors, agents and representatives shall provide Tritel and its employees, agents, representatives, contractors and subcontractors free, unobstructed, complete and open access to the Property and the Easements to complete construction of the Tower Facilities, Carrier's Equipment and anything related thereto. SpectraSite shall reimburse Tritel for the reasonable cost actually incurred for the construction or completion of construction of the Tower Facility any items related thereto. In the event SpectraSite fails to reimburse Tritel for such costs within thirty (30) days following receipt of documentation from Tritel detailing such costs, such failure shall create a default under the applicable SLA. III. LEASE OF THE PREMISES 3.1 PREMISES. Tritel may install, maintain, operate and remove certain equipment on the Tower Facilities, at the heights and in those locations designated in an SLA upon the Property. The terms and conditions of this Master Lease shall be incorporated into each SLA and the terms and conditions of each SLA shall be governed by the terms, covenants and conditions of this Master Lease as though set forth in the SLA word for word. The SLA for each Site shall be in substantially the same form as that attached hereto as Attachment "IV". The SLA shall be executed by Tritel and SpectraSite and shall incorporate by reference information about the Site including but not limited to the legal description of the real property which is the subject of the Prime Lease, the legal description of any easements for ingress, egress or utilities serving the Premises, a description of the equipment to be located at the Site by Tritel ("Tritel's Equipment" or the "Tritel Equipment") and a mounting height of the antennas in the instance of a Tower Facility or other structure. In no event shall Tritel's Equipment exceed or deviate from that described in Exhibit "D" to the SLA without the prior written consent of SpectraSite which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the deviation from the SLA increases the wind load or structural load on the Tower Facility or 9 causes Tritel to occupy additional space on the Tower Facility or the ground space leased in connection with the Tower Facility, SpectraSite may condition such approval upon a reasonable increase in Rent in accordance with industry standards. The space occupied by Tritel's Equipment on each Tower Facility, the location of Tritel's Equipment upon the ground space adjacent to the Tower Facility, the Easements and all cables, wiring, conduits, etc. to and from the Tower Facilities and to and from the Tritel Equipment shall be collectively referred to as the "Premises". 3.2 USE. (a) Subject to the provisions of Section 2.9, Tritel may use the Premises for (i) the transmission and reception of wireless communications signals, (ii) the construction, alteration, maintenance, replacement, repair, and upgrade of related antennas, communications and other equipment, microwaves, equipment, transmitters, receivers, cables, wiring, transmission lines, mounting and grounding hardware switches, batteries, base stations, generators, back-up power sources, cabinets, shelters and accessories and improvements related thereto at Tritel's sole cost and expense subject to the covenants prohibiting interference found in paragraph 3.12 of this Master Lease and provided that such replacements and upgrades do not increase the structural or wind loading upon any Tower or increase the space occupied by Tritel's Equipment on the Premises, and (iii) activities related to any of the foregoing. (b) The use of any Tower Facility granted Tritel by this Master Lease shall be non-exclusive and limited in strict accordance with the terms of this Master Lease. SpectraSite shall have the right to enter into lease and license agreements with others relating to the Tower Facility and the Tower Facility in the reasonable discretion of SpectraSite subject to the covenants, terms and conditions of this Master Lease including, without limitation, covenants prohibiting interference with Tritel's Equipment found in paragraph 3.13 of this Master Lease. (c) SpectraSite and Tritel acknowledge and agree that so long as: (1) SpectraSite approves any substituted, additional or altered equipment, which approval shall not be unreasonably withheld, delayed or conditioned; and (2) Any additional or substituted equipment (A) does not increase the wind load or structural burden upon the Tower Facilities, and (B) does not increase the space upon the Tower Facilities or the ground space upon the Site, and (C) does not create any material technical or radio frequency interference with: (I) any existing equipment located upon the Tower Facilities at the time of the request for such modification or substitution; or (II) any equipment which SpectraSite is contractually obligated to allow to be installed upon the Tower and such equipment is specifically identified and scheduled to be placed upon the Tower within forty-five (45) days of Tritel's request for a modification or substitution, 10 (III) Tritel may substitute, add, alter, modify and replace Tritel's Equipment described in the SLA upon the Tower Facilities. 3.3 INITIAL TERM OF MASTER LEASE. The Term of this Master Lease shall be for a period of five (5) years from the date of this Master Lease. The Master Lease shall automatically renew for four (4) additional terms of five (5) years each unless SpectraSite or Tritel notifies the other party of its intention not to renew this Master Lease at least six (6) months prior to the end of the then existing term or Renewal Term of this Master Lease. The terms and conditions of the Master Lease which are applicable to each SLA shall survive the termination of this Master Lease and shall remain in force and continue to apply even if the Master Lease is terminated. 3.4 INITIAL TERM OF SLAS. The Initial Term of the SLA for each Tower Facility shall be for a period of five (5) years commencing on the Commencement Date as defined in Attachment VII ("Commencement Date") in the Market in which the Premises is located, and expiring on the fifth (5th) anniversary of the Commencement Date ("Initial Term"). Tritel and SpectraSite shall execute a letter agreement in substantially the form of Attachment VIII, which shall be attached to each SLA confirming the calendar date which the parties acknowledge and agree is the Commencement Date for each SLA. Rent shall not cease during the Initial Term except in the event that Spectrasite defaults under any SLA as defined in this Agreement and such default is not cured within any period provided for cure and such default gives rise to damages or any other remedy at law or equity. 3.5 RENEWAL TERMS FOR SLA. Tritel shall have the right to extend each SLA for four (4) additional period(s) of five (5) years each ("Renewal Terms"). Tritel shall provide SpectraSite written notice of Tritel's intent to renew any SLA not less than one hundred twenty (120) days prior to the end of the then existing term. Each Renewal Term shall be on the same terms and conditions as set forth in this Master Lease except that Rent shall accrue in the manner described on Attachment VII and the Schedules attached thereto. 3.6 QUIET ENJOYMENT. SpectraSite represents and warrants that Tritel shall have the quiet enjoyment of the Premises throughout the term of the SLA, without threat of hindrance, ejection or molestation. 3.7 PRIME LEASE. (a) SpectraSite covenants that it shall not commit any act which would result in a default or nonconformance of the Prime Lease. The SLA shall be subject to the continued existence and enforceability of the Prime Lease, provided, however, any termination or expiration of the Prime Lease which occurs as a result of any default or non-conformance by SpectraSite under the terms of the Prime Lease, without the prior written consent of Tritel, shall be construed as an event of default under the terms of the applicable SLA. SpectraSite shall not elect not to renew any Prime Lease and the failure to renew any Prime Lease shall be construed as an event of default under the terms of the applicable SLA unless SpectraSite either: (1) provides to Tritel an attornment and non-disturbance agreement in a form reasonably acceptable to Tritel and SpectraSite, and provides to Tritel written notice of its decision not to renew the Prime Lease at lease sixty (60) days prior to the date that SpectraSite must provide the Prime Lessor notice of its intent not to renew the Prime Lease; or (2) provides Tritel with the option, which may be exercised in Tritel's sole discretion to receive an assignment of the Prime Lease and further provided that SpectraSite provides sufficient evidence to Tritel that the assignment of the Prime Lease to Tritel is permitted; provided, however, that in the event that Tritel elects not to receive such an assignment pursuant to Section 3.7(a)(2) because there is a material defect in such Site which Tritel believes in its reasonable opinion would impose a liability on Tritel other than those obligations for payment of 11 rent, insurance and taxes imposed by the Prime Lease and such liability would, in the reasonable opinion of Tritel exceed the amount of Twenty Thousand and No/100 Dollars ($20,000.00), then SpectraSite's failure to renew the Prime Lease shall constitute a default under the applicable SLA. In either event any such non-renewal of the Prime Lease shall not constitute an Event of Default under the term of the Applicable SLA, provided however, that Tritel's election not to receive an assignment of the Prime Lease shall not waive any default created by SpectraSite's failure to renew the Prime Lease. (b) In the event that the Prime Lease requires the Prime Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that SpectraSite obtains such consent. The form and content of such consent shall be subject to Tritel's approval, not to be unreasonably withheld, delayed or conditioned. (c) In the event that SpectraSite loses its possessory right to a Site because of a termination or expiration of a Prime Lease, SpectraSite hereby grants to Tritel the option to purchase the Tower Facilities on the applicable Site (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.). (d) SpectraSite agrees to exercise its best efforts to deliver a non-disturbance and attornment agreement with the landlord under the Prime Lease for Tritel's continued possession of the Premises under the applicable SLA and/or the assumption of the Prime Lease by Tritel and/or assignment of the Prime Lease to Tritel in the event that SpectraSite elects to terminate the Prime Lease. Tritel acknowledges and agrees that the language provided in paragraph 5 of the Estoppel Certificate attached hereto as Attachment "III" will be sufficient to comply with the requirements of this provision. This provision shall not imply that Tritel consents to the expiration or termination of the Prime Lease by SpectraSite. (e) RIGHT OF FIRST REFUSAL. (i) In the event that SpectraSite receives a bona fide arms length offer pursuant to which an independent non-affiliated third party (the "Third Party") would enter into a sublease, license or other occupancy agreement with respect to a portion of the Tower Facilities below the height specified by Tritel at the time Tritel and SpectraSite executed an SLA, SpectraSite shall send written notice (the "Right of First Refusal Notice") to Tritel offering to sublease the Right of First Refusal Space to Tritel for the same rent and under the same terms and conditions as the aforementioned bona fide offer (the "Right of First Refusal"). The Right of First Refusal Notice shall specify the height at which the offeree intends to install its equipment and the rent that it shall pay. Tritel shall have five (5) business days after its Receipt of the Right of First Refusal Notice to give SpectraSite written notice of its intent to exercise the Right of First Refusal. If Tritel does not give SpectraSite written notice of its intent to exercise the Right of First Refusal within five (5) days, Tritel's right to exercise the Right of First Refusal terminates as to that specific tenant and offer. SpectraSite may then sublease or license such space to the Third Party. (ii) In the event SpectraSite constructs a Tower Facility higher than the height specified by Tritel at the time when Tritel and SpectraSite execute an SLA, SpectraSite shall send Tritel a written notice specifying the height of the Tower Facilities and offering Tritel the right to locate the Tritel Equipment at a different height upon the Tower Facilities and Tritel shall have the right to locate the Tritel Equipment at any level upon the Tower Facilities upon the same terms and conditions of the original SLA (the "Additional Height Right of First Refusal"). Tritel shall have five (5) days after its receipt of the notice, to notify SpectraSite of its desire to locate its equipment at a height different from which it originally specified and that it shall exercise the Additional Height Right of First Refusal. 12 (iii) SpectraSite and Tritel shall enter into and execute a modification of the original SLA and memorandum of SLA to evidence the modification of the height of the Tritel Equipment upon the Tower Facilities within thirty (30) days of the date that Tritel gives SpectraSite notice that it exercised the Right of First Refusal or the Additional Height Right of First Refusal. 3.8 BASE RENT. (a) RENT. As consideration for the use and occupancy of the Premises under any SLA, Tritel shall pay SpectraSite as shown on the Schedules on Attachment VII. Tritel and SpectraSite acknowledge and agree that the Rent for each SLA for each of the Tritel Markets may differ and shall be negotiated separately by each market. The Tritel Markets shall be divided into the following markets: o The Knoxville Market o The Chattanooga Market o The Nashville Market o The Birmingham Market o The Huntsville Market o The Mississippi Market o The Kentucky Market o The Montgomery Market o Any additional markets not specifically listed above (each a "Market"). The rent and compensation for each Market shall be negotiated between Tritel and SpectraSite and the separate Schedule shall be added to the Master Lease to Attachment VII to define and set the rent and compensation for each Market. (b) LATE PENALTIES. Tritel hereby acknowledges that late payment by Tritel to SpectraSite of Rent and other sums due hereunder shall cause SpectraSite to incur costs not contemplated by this Master Lease, the exact amount of which shall be extremely difficult to ascertain. Such costs include, without limitation, processing and accounting charges and late charges which may be imposed on SpectraSite by the terms of any security agreement, mortgage or trust deed covering all or a portion of the Tower Facilities. Accordingly, if any payment of rent or any other sum due from Tritel shall not be received by SpectraSite or SpectraSite's designee within fifteen (15) days after written notice that such payment has not been paid, then Tritel shall then immediately pay to SpectraSite a late charge equal to [CONFIDENTIAL TREATMENT REQUESTED] of such overdue amount. The parties hereto hereby agree that such late charge represents a fair and reasonable estimate, based on the circumstances existing as of the date hereof, of the costs SpectraSite shall incur by reason of late payment by Tritel. Acceptance of such late charge by SpectraSite shall in no event constitute a waiver of Tritel's default with respect to such overdue amount or prevent SpectraSite from exercising any other right or remedy. 3.9 TRITEL'S EQUIPMENT. Tritel's Equipment shall remain Tritel's exclusive personal property throughout the term and upon termination of the SLA. Tritel shall have the right to remove all the Tritel's Equipment at Tritel's sole cost and expense on or before the expiration or earlier termination of the SLA, provided that Tritel repairs any damage to the Premises, the Property or the Tower Facilities caused by such removal, provided that Tritel shall not be obligated to remove any pads, utilities or similar permanent fixtures. SpectraSite and SpectraSite's agents shall have the right to enter the Property and the tower located upon the Property at reasonable times for the purpose of inspecting the same. 13 3.10 MECHANICS' LIENS. Tritel shall not permit any mechanics', materialmen's, contractors' or subcontractors' liens arising from any construction work, repair, restoration or removal or any other claims or demands to be enforced against the Tower Facilities or the Property or any part thereof. SpectraSite shall have the right at any time to post and maintain upon the Property such notices as may be necessary to protect SpectraSite against liability for all such liens and encumbrances. SpectraSite shall assume no liability for the payment of materials or labor which arise from the installation of Tritel's improvements upon the Premises and no mechanics' or materialmen's liens for Tritel's improvements shall attach to the interest of SpectraSite in the Tower Facilities. 3.11 MAINTENANCE AND REPAIRS (a) Tritel shall perform all repairs necessary or appropriate to Tritel's Equipment to maintain Tritel's Equipment in a good and tenantable condition, reasonable wear and tear, damage by fire, the elements or other casualty excepted damage to Tritel's Equipment resulting from the acts or omissions of SpectraSite shall be repaired by Tritel at SpectraSite's cost and expense; SpectraSite shall reimburse Tritel for the actual reasonable costs incurred as evidenced by adequate documentation by Tritel in repairing such damage or replacing Tritel's Equipment. (b) SpectraSite shall maintain the Tower Facilities, the Site, the Easements, and portions of the Property other than Tritel's Equipment (i) in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted; (ii) in such condition that the Tower Facilities an d the Property are required to be maintained by SpectraSite pursuant to the Prime Lease; and (iii) in compliance with all rules, laws, codes, or regulations of any governmental entity. Damage to the Tower Facilities or the equipment or improvements of SpectraSite or others located on the Property or the Tower Facilities, which results from the acts or omissions of Tritel shall be repaired by Tritel at Tritel's cost and expense, or at the option of SpectraSite, Tritel shall reimburse SpectraSite for the actual reasonable costs incurred by SpectraSite in repairing such damage or replacing such equipment or improvements as evidenced by adequate documentation. Notwithstanding the foregoing or other provisions in this Master Lease to the contrary, SpectraSite may delegate its obligations to maintain or repair the Tower Facilities to another company provided that such delegation does not increase the costs of said services over and above that which would have been charged by SpectraSite and provided that such delegation does not in effect, delegate all or a substantial portion of SpectraSite's obligations under this Agreement. (c) SpectraSite assumes no responsibility for the licensing, operation and maintenance of the Tritel's Equipment. 3.12 UTILITIES. Tritel shall be solely responsible for the payment of utility charges including connection charges and security deposits incurred in association with the Tritel's Equipment. Tritel will be responsible for setting up their account for ongoing power usage. SpectraSite will be responsible for bringing in power to the Tower Site in terms of the meter, base, conduits and the primary power run from the nearest utility pole. Tritel will coordinate with the utility companies for the meter for the Tritel Equipment. SpectraSite shall provide and install telephone conduits inside the compound of the Tower Facility. Tritel will order T-1 circuits for the Tower Site. SpectraSite will coordinate the telephone copper punch block, i.e. the telephone pedestal. Any fiber facilities will be the responsibility of Tritel. Tritel may install or improve existing utilities servicing the Tower Facility and may install an electrical grounding system or improve or connect to any existing electrical grounding system to provide the greatest possible protection from lightning damage to the Tower Facility. In addition thereto, Tritel may connect its utilities to any emergency generator or similar emergency 14 power source which SpectraSite may have at the Tower Site or the Property. SpectraSite shall assist Tritel in obtaining any utility services necessary to service the Tritel Equipment including, without limitation, any meters, telephone lines or services to the Premises. 3.13 INTERFERENCE AND MAXIMUM PERMISSIBLE EXPOSURE. (a) BY OTHER OCCUPANTS. SpectraSite may enter into sublease or license agreements with other companies for the Tower Facilities which are the subject of this Master Lease, provided that SpectraSite shall require such Sublessee or licensee to install equipment of types and frequencies that will not cause interference to Tritel's communications operations then being conducted from the Premises and subject to the provisions of this Master Lease. SpectraSite agrees that in the event such Sublessee or licensee causes interference with Tritel's Equipment, SpectraSite will require such Sublessee or licensee to take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within forty-eight (48) hours after receipt by SpectraSite of notice from Tritel of the existence of interference, SpectraSite shall take such actions as are permitted by law and can be conducted without breach of the peace such as causing such Sublessee or licensee to disconnect the electric power and shut down such sublease's or licensee's equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is corrected. If such interference is not rectified to the reasonable satisfaction of Tritel within thirty (30) days after receipt by SpectraSite of such prior notice from Tritel of the existence of interference, SpectraSite shall cause such Sublessee or licensee to remove such sublease's or licensee's antennas and equipment from the Tower Facilities. (b) BY TRITEL. In no event shall Tritel alter the operations of Tritel's Equipment or replace, upgrade or otherwise modify the operations of Tritel's Equipment in a manner which will cause interference with the operations of any other equipment which is then in existence on the Tower and for which SpectraSite has a written contractual agreement. Tritel agrees that in the event Tritel's Equipment causes interference with any existing equipment upon the Tower Facilities which was placed upon the Tower Facilities prior to the installation of any modifications to the Tritel Equipment upon the Tower Facilities, Tritel will take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within forty-eight (48) hours after receipt by Tritel from SpectraSite of notice of the existence of interference, Tritel shall cease operation of Tritel's Equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is corrected. Tritel covenants that Tritel's Equipment shall be operated in compliance with all applicable federal state and local laws, ordinances and regulations. Tritel agrees to exercise its best efforts to reasonably cooperate with SpectraSite and any future occupants of the Tower Facilities with contractual agreements with SpectraSite to try to resolve any interference issues or problems which may arise regarding interference by the Tritel Equipment with such other occupants radio frequency emissions from the Tower Facilities (at the expense of such occupants or SpectraSite). (c) MAXIMUM PERMISSIBLE EMISSIONS, COOPERATIVE EFFORTS. If antenna power output ("FR Emissions") becomes subject to any restrictions imposed by the FCC or any other government agency for FR Emissions standards on Maximum Permissible Exposure ("ME") limits, or if the Tower Facilities otherwise become subject to federal, state or local rules, regulations, restrictions or ordinances, Tritel shall comply with SpectraSite's reasonable requests for modifications to Tritel's Equipment which are reasonably necessary for SpectraSite to comply with such limits, rules, regulations, restrictions or ordinances. The FR Emissions requirements of Tritel shall be subordinate to any prior users of the Tower Facilities. Similarly, the FR 15 Emissions of users subsequent to Tritel shall become subordinate to any requirements of Tritel. If SpectraSite or Tritel require an engineering evaluation or other power density study be performed to evaluate FR Emissions compliance with ME limits, then all reasonable costs of such an evaluation or study shall be shared equally between SpectraSite, Tritel, and any other users of the Tower Facilities. If said study indicates that FR Emissions at the Tower Facility do not comply with ME limits, then SpectraSite, Tritel, and subsequent tenants shall immediately take any steps necessary to ensure that they are individually in compliance with such limits or shall at the demand of SpectraSite cease operations until a maintenance program or other mitigating measures can be implemented to comply with ME. Tritel shall have the right, without waiving any other rights or remedies, to terminate the SLA applicable to any such site in the event that such mitigation measures cannot be implemented without materially adversely affecting the operation of the Equipment. (d) SIGNAGE REGARDING ME. Tritel acknowledges and understands that SpectraSite may install certain signage and/or physical barriers pertaining to radio frequency exposure from transmitters and other equipment located upon the Tower Facilities. SpectraSite and Tritel shall instruct all of their personnel and their contractors performing work at the Tower Facilities, the Property or the Premises, to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. Tritel shall be responsible for placement of signage or physical barriers at or near the Tritel Equipment and/or its cabinet or building at the Premises in order to comply with applicable FCC radio frequency exposure guidelines. SpectraSite agrees that it shall cooperate with Tritel in these efforts and that SpectraSite shall instruct its personnel and contractors performing work at the Property, the Tower Facilities and the Premises to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall SpectraSite's personnel or contractors tamper with any such signage or barriers. SpectraSite and Tritel shall cooperate in good faith to minimize any confusion or unnecessary duplication that could result from similar signage being posted respecting other carriers' transmission equipment (if any) at or near the Premises, the Tower Facilities and the Property. 3.14 TOWER MARKING AND LIGHTING REQUIREMENTS. SpectraSite shall be responsible for designing and maintaining the Tower Facilities to comply with any applicable marking and lighting requirements imposed by the FAA and the FCC. SpectraSite shall be responsible for the replacement of bulbs and for the repair of the tower lighting system within a reasonable time after receipt of notice from Tritel of the need for the replacement of bulbs or the repair of the tower lighting systems. 3.15 INDEMNIFICATION AND RISK OF LOSS. (a) Tritel shall exonerate, hold harmless, indemnify, and defend SpectraSite from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from Tritel's use and occupancy of the Premises or the negligent or intentional acts or omissions of Tritel or Tritel's principals, employees, agents or independent contractors to the extent that such injury, death or damage is not contributed to or caused by the acts or omissions of SpectraSite or SpectraSite's use, operation or ownership of the Property or the Tower Facilities; and (b) SpectraSite shall exonerate, hold harmless, indemnify and defend Tritel from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from 16 SpectraSite's use, operation or ownership of the Property or the Tower Facilities, or the negligent or intentional acts or omissions of SpectraSite or SpectraSite's principals, employees, agents or independent contractors, to the extent that such injury, death or damage is not caused by or contributed to by the acts or omissions of Tritel or Tritel's use or operation of the Tower Facilities or Property or its ownership interest in the Premises. 3.16 ENVIRONMENTAL INDEMNIFICATION. (a) Tritel, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless SpectraSite from and against any and all environmental damages, caused by activities conducted on the Premises by Tritel which result in or arise from (i) the presence of any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation including petroleum or hydrocarbon based fuels such as diesel, propane or natural gas (collectively, "Hazardous Materials") upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by Tritel, or (ii) the violation of any environmental requirements by Tritel pertaining to the Premises and any activities thereon. Tritel covenants that it shall not nor shall Tritel allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. (b) SpectraSite, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Tritel from and against any and all environmental damages, caused by activities conducted on the Premises by SpectraSite which result in or arise from (i) the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by SpectraSite, or (ii) the violation of any environmental requirements by SpectraSite pertaining to the Premises and any activities thereon. SpectraSite covenants that it shall not, nor shall SpectraSite allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. 3.17 INSURANCE. (a) Tritel shall procure and maintain during the term of this Master Lease the following insurance: (i) "All Risk" property insurance which insures Tritel's Equipment for their full replacement cost; and (ii) comprehensive general liability insurance with a commercial general liability endorsement having a minimum limit of liability of $1,000,000, with a combined limit for bodily injury and/or property damage for any one occurrence, and (iii) excess/umbrella coverage of $2,000,000 provided that the imposition of these limits of insurance shall not limit the liability of Tritel hereunder. (b) SpectraSite shall maintain statutory Workers Compensation Insurance and Employees' Liability for the statutory limit, but in no event no less than One Million and No/100 Dollars ($1,000,000.00). SpectraSite agrees to maintain general liability insurance and property insurance, in amounts deemed reasonable and satisfactory to SpectraSite and Tritel, and which are in amounts consistent with industry practices for the business in which SpectraSite is engaged. Upon the prior written approval of Tritel which approval shall not be unreasonably withheld, delayed or conditioned, SpectraSite shall have the right to self insure, provided that SpectraSite shall maintain reserves consistent with industry practices and approved by Tritel and that SpectraSite shall maintain an excess coverage umbrella policy consistent with industry practices and approved by Tritel. (c) SpectraSite and any party holding a security interest in the Tower Facilities which is identified to Tritel and any party holding a security interest in Tritel's Equipment shall be named as an additional insured on any insurance policy procured by Tritel pursuant to this Master Lease and Tritel and any 17 party holding a security interest in the Tritel Equipment who is identified to SpectraSite shall be named as an additional insured on any insurance policy procured by SpectraSite pursuant to this Master Lease. 3.18 SUBROGATION. (a) IN GENERAL. All insurance policies required to be maintained by Tritel and SpectraSite under this Master Lease shall contain a waiver of subrogation provision under the terms of which the insurance carrier waives all of such carrier's rights to proceed against SpectraSite. (b) MUTUAL RELEASE. SpectraSite and Tritel each release the other and their respective representatives from any claims by them or any one claiming through or under them by way of subrogation or otherwise for damage to any person or to the Premises and to the fixtures, personal property, improvements and alterations in or on the Premises that are caused by or result from risks insured against under any insurance policy carried by them, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies. 3.19 DESTRUCTION OR CONDEMNATION. If the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be taken by any public authority under the power of eminent domain, or if the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be destroyed by fire or other casualty, so as to interfere with Tritel's use and occupancy thereof, then the applicable SLA shall cease on the part so taken on the date of possession by such authority of that part, (or in the event that Tritel must remove Tritel's Equipment prior to that date, the date Tritel must move Tritel's Equipment) and any unearned rent paid in advance of such date shall be refunded by SpectraSite to Tritel within thirty (30) days of such possession, and Tritel shall have the right to terminate the SLA upon written notice to SpectraSite, which notice shall be delivered by Tritel within thirty (30) days following the date notice is received by Tritel of such taking or possession. If Tritel chooses not to terminate the SLA, the rent shall be reduced or abated in proportion to the actual reduction or abatement of Tritel's use of the Premises. In the event of any taking, destruction or other casualty hereunder which prevents Tritel's use and occupancy of the Premises and/or the Tower Facilities, subject to the terms of the Prime Lease (including obtaining any necessary approvals thereunder) the Licensee shall have the option of placing a temporary communications facility upon the Property for a period of up to one year at a rate mutually agreeable to the parties. 3.20 DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA by Tritel: (a) any failure of Tritel to pay Rent or any other charge for which Tritel has the responsibility of payment under this Master Lease, within fifteen (15) days of written notice thereof; or (b) any failure of Tritel to perform or observe any term, covenant, provision or conditions of this Master Lease which failure is not corrected or cured by Tritel within thirty (30) days of receipt by Tritel of written notice from SpectraSite of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Tritel to complete a cure so long as Tritel commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; provided, however, that in the event such default exposes SpectraSite to potential liability for damages, fines or penalties or causes a breach of any other agreement to which SpectraSite is a party, Tritel shall immediately remedy such conditions or SpectraSite shall be entitled to remedy such condition at Tritel's reasonable cost and expense; or 18 (c) Tritel shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Tritel which is not dismissed within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Tritel's assets, or Tritel makes an assignment for such purposes for the benefit of creditors; (d) this Master Lease or Tritel's interest herein or Tritel's interest in the Premises are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (e) the imposition of any lien on the Tritel's Equipment except as may be expressly authorized by this Master Lease, or an attempt by Tritel or anyone claiming through Tritel to encumber SpectraSite's interest in the Tower Facilities or the Property and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or (f) the abandonment of the Premises in the event that such abandonment would cause the revocation or rescission of any Government Approvals for the Tower Facilities and another carrier is located upon the Tower Facilities and such abandonment is not within thirty (30) days of written notice thereof. SpectraSite understands and agrees that a default by Tritel under the terms of any SLA shall constitute an event of default under that Applicable SLA but shall not constitute a default under any other SLAs and that SpectraSite shall have the right but not the obligation to those remedies afforded to SpectraSite at law or in equity and by paragraph 3.20 for each Site which is subject to this Master Lease, provided, however, that in the event that any default hereunder occurs under more than thirty-five percent (35%) of the SLAs in effect under this Agreement at any single instance and such defaults are not cured within t he notice periods provided herein, the aggregate of such defaults shall constitute a default under the terms of this Agreement and SpectraSite shall have the right but not the obligation to those remedies afforded to SpectraSite at law or in equity by paragraph 3.20 for all of the Sites and the SLAs which are subject to the Master Lease. The forbearance of SpectraSite to exercise any remedies available to SpectraSite shall not constitute a wavier of the ability of SpectraSite to exercise those remedies for the same or subsequent defaults. 3.21 REMEDIES OF SPECTRASITE. In the event of a default by Tritel under the terms of paragraph 3.19 of this Master Lease and after Tritel's failure to cure such default within the time allowed to cure such default, then SpectraSite may, in addition to all other rights or remedies that SpectraSite may have hereunder at law or in equity; (a) Terminate Tritel's right to possession of the Premises by any lawful means, in which case the Applicable SLA shall terminate and Tritel shall immediately surrender possession of the Premises to SpectraSite and SpectraSite may re-enter the Premises and take possession thereof and remove all persons therefrom, and Tritel shall have no further claim to the Premises or the Applicable Tower Site under this Master Lease. Such termination shall not relieve Tritel of any obligation hereunder and SpectraSite may also accelerate the rent due for the balance of the then existing Term and declare all such rentals to be immediately due and payable. In the event of any such termination, SpectraSite shall also be entitled to recover from Tritel all damages incurred by SpectraSite by reason of Tritel's default or breach including, without limitation, (i) the cost of recovering possession of the Premises, (ii) expenses of reletting including costs of necessary renovation and alteration of the Premises, reasonable attorneys' fees and any real estate commission actually paid, (iii) the amount of unpaid rent for the balance of the term, and (iv) that portion of any brokerage fee paid by SpectraSite 19 in respect of the SLA applicable to the unexpired term hereof. SpectraSite may maintain Tritel's right to possession of the Premises, in which case the Applicable SLA shall continue in effect whether or not Tritel shall have abandoned the Premises, and enforce SpectraSite's rights and remedies under this Master Lease and the applicable SLA including, without limitation, the right to recover rent as it becomes due hereunder. (b) Alternatively, SpectraSite may expel Tritel from the Premises without terminating the Applicable SLA, make such alterations and repairs as which may be necessary in order to relet the Premises and may relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Master Lease) and at such rental or rentals and upon such other terms and conditions as SpectraSite in its discretion may deem advisable. Upon each such reletting all rentals and other sums received by SpectraSite from such reletting shall be applied, first, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and attorneys' fees and of costs of such alterations and repairs; second, to the payment of rental and other charges due and unpaid under the applicable SLA; third to the payment of any indebtedness other than rental due hereunder from Tritel to Spectrasite; and the residue, if any, shall be held by SpectraSite and applied in payment of future rental and other charges payable by Tritel hereunder as the same may become due and payable under the Applicable SLA. If such rentals and other sums received from such reletting during any month are less than that to be paid during that month by Tritel hereunder, Tritel shall pay such deficiency to SpectraSite ; if such rentals and sums shall be more, Tritel shall have no right to the excess. Such deficiency shall be calculated and paid monthly. No re-entry or taking possession of the Premises by SpectraSite shall be construed as an election on its part to terminate this Master Lease unless a written notice of such intention is given to Tritel or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, SpectraSite may at any time hereafter elect to terminate the Applicable SLA for such previous breach and pursue any other remedy now or hereafter available to SpectraSite at law or in equity. 3.22 MITIGATION BY SPECTRASITE. No efforts by SpectraSite to mitigate the damage by Tritel's default under this Master Lease shall be deemed a waiver of SpectraSite's rights to recover damages under this Master Lease. 3.23 DEFAULT BY SPECTRASITE. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA by SpectraSite: (a) any failure of SpectraSite to pay any charge for which SpectraSite has the responsibility of payment under this Master Lease or any SLA within fifteen (15) days of written notice from Tritel, or its agents or representatives thereof; or (b) any failure of SpectraSite to perform or observe any term, covenant, provision or conditions of this Master Lease or any SLA which failure is not corrected or cured by SpectraSite within thirty (30) days of receipt by SpectraSite of written notice from Tritel of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit SpectraSite to complete a cure so long as SpectraSite commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; provided, however, that in the event such default exposes Tritel to potential liability for damages, fines or penalties or causes a breach of any other agreement to which Tritel is a party, SpectraSite shall immediately remedy such conditions or Tritel shall be entitled to remedy such condition at SpectraSite's sole cost and expense; or 20 (c) SpectraSite shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against SpectraSite which is not dismissed within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of SpectraSite's assets, or SpectraSite makes an assignment for such purposes for the benefit of creditors; (d) this Master Lease or SpectraSite's interest herein or SpectraSite's interest in the Premises, the Tower Facilities or the Property are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (e) the imposition of any lien on the Tower Facilities except as may be expressly authorized by this Master Lease, or an attempt by SpectraSite or anyone claiming through SpectraSite to encumber Tritel's interest in the Tower Facilities or the Property and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt. SpectraSite understands and agrees that a default by SpectraSite under the terms of any SLA shall constitute an event of default under that SLA but shall not constitute a breach or a default under any other SLA and that Tritel shall have the right but not the obligation to those remedies afforded to Tritel at law or in equity and by paragraph 3.23 for each Tower Facility which is subject to this Master Lease, provided however, that in the event that any default hereunder occurs under more than thirty-five percent (35%) of the SLAs in effect under this Agreement at any single instance and such defaults are not cured within the notice periods provided herein, the aggregate of such defaults shall constitute a default under the terms of this Agreement and Tritel shall have the right but not the obligation to those remedies afforded to Tritel at law or in equity by Paragraph 3.23 for all of the sites and the SLAs which are subject to the Master Lease. The forbearance of Tritel to exercise any remedies available to Tritel shall not constitute a wavier of the ability of Tritel to exercise those remedies for the same or subsequent defaults. 3.24 REMEDIES OF TRITEL. In the event of a default by SpectraSite under the terms of Paragraph 3.22 of this Master Lease or any SLA, and after SpectraSite's failure to cure such default within the time allowed to cure such default, then Tritel may, (a) sue for damages; and/or (b) terminate the applicable SLA, without waiving its right to sue for damages, such remedies to be cumulative and concurrent or sequential at the election of Tritel, in addition to all other rights and remedies Tritel may have at law or equity. In the event a default occurs under more than thirty-five percent (35%) of the SLAs in effect under this Agreement at any single instance and such defaults are not cured within the notice periods provided in section 3.22, then Tritel may (a) sue for damages; and/or (b) terminate the Master Lease without waiving its right to sue for damages; in addition to all other rights and remedies Tritel may have at law or equity. All of the remedies provided in this Agreement or in any other SLA or at law or in equity are cumulative and Tritel may exercise such remedies concurrently or sequentially in such order as it may choose. 3.25 MITIGATION BY TRITEL. No efforts by Tritel to mitigate the damage by SpectraSite's default under this Master Lease shall be deemed a waiver of Tritel's rights to recover damages under this Master Lease. 3.26 SUBORDINATION. This Master Lease and any option or right of first refusal granted hereunder, at SpectraSite's option, shall be subordinate to any mortgage, deed of trust or other encumbrance now or hereafter placed upon the Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the beneficiary or lender under such mortgage, deed of trust or other encumbrance enters into a satisfactory non-disturbance and 21 attornment agreement with Tritel. Subject to the provisions of Section 3.7 of this Master Lease, any SLA shall. be subject to the terms and provisions of the Prime Lease. IV. GENERAL PROVISIONS 4.1 NOTICES. All notices or demands by or from SpectraSite to Tritel, or Tritel to SpectraSite, shall be in writing. Such notices or demands shall be mailed to the other party at the following address: SpectraSite SpectraSite Communications, Inc. 8000 Regency Park, Suite 570 Cary, NC 27511 Attention: Contracts Management Tritel: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Ken Harris 4.2 ASSIGNMENTS AND SUBLEASES (a) LIMITATIONS ON ASSIGNMENT BY TRITEL. Tritel shall not voluntarily, involuntarily or by operation of law assign, sell, sublease or otherwise transfer Tritel's interest in this Master Lease, any SLA(s), any Tower Facility(ies), any Ground Lease(s), any Property(ies) or Premises, without SpectraSite's prior written consent which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, in the event of a proposed assignment, Tritel may, upon fifteen (15) days' written notice to SpectraSite, assign this Master Lease, any SLA(s), any Tower Facility(ies), and Ground Lease(s), and any Property(ies) without SpectraSite's consent if the proposed assignee, transferee or sublessee provides audited (i) balance sheets and (ii) statements of operations prepared in accordance with GAAP which indicate that the assignee has a financial position sufficient to meet its obligations under this Agreement. If Tritel otherwise desires at any time to assign or otherwise transfer this Master Lease, any SLA, any Tower Facility, any Ground Lease, any Property and/or any Premises it shall first notify SpectraSite of its desire to do so and shall submit in writing to SpectraSite (i) the name of the proposed sublessees, transferee, purchaser or assignee; (ii) the, terms and provisions of the proposed sublease, transfer or assignment; and (iii) such financial and other information as SpectraSite may reasonably request concerning the proposed Sublessee, transferee, purchaser or assignee. At anytime within fifteen (15) days after SpectraSite's receipt of the information specified, SpectraSite may by written notice to Tritel: consent to the subletting or assignment upon the terms and to the sublessees, transferees, purchasers or assignees proposed or refuse to give its consent. If SpectraSite consents to such assignment, purchase, transfer or subletting, Tritel may, within ninety (90) days after the date of SpectraSite's consent, enter into a valid assignment, purchase, transfer or sublease of the Master Lease, the applicable SLA, the applicable Tower Facility, the applicable Premises, or portion thereof upon the terms and conditions described in the information required above to be furnished by Tritel to SpectraSite, or upon other terms not more detrimental to SpectraSite; provided, however, that any material change in such terms shall be subject to SpectraSite's consent. In such event, Tritel shall be relieved of all liabilities hereunder relating to the assets which are assigned. 22 (b) PLEDGES BY TRITEL. Notwithstanding anything else contained herein, Tritel may, without notice or consent of SpectraSite, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of Tritel's interest in this Master Lease, any SLA, any Premises and/or all or any portion of Lessee's right, title, and interest in and to any and/or all of the Tritel Equipment. Promptly on Tritel's or Tritel's lender's request, SpectraSite shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents reasonably requested by any of Tritel's lenders including, but not limited to, waivers of SpectraSite's right to levy or distrain upon for rent any of Tritel's property given as security for a debt, acknowledgements that none of the Tritel Equipment shall become fixtures, consents to Tritel's assignment to any lender(s) of any and all of Tritel's interest in or to this Agreement, any SLA or Premises, and the Tritel Equipment, consents to giving notice to Tritel's lender(s) notice in the event of Tritel's default under the provisions of the SLA or the Master Lease, provided that such Lender requests notice from and provides notice addresses to SpectraSite and nondisturbance agreements from SpectraSite; provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to SpectraSite and which will not materially increase SpectraSite's burdens nor materially impair SpectraSite's rights under this Master Lease or any SLA. Tritel shall reimburse SpectraSite for any out-of-pocket costs incurred by SpectraSite in complying with this provision including, but not limited to, SpectraSite's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. (c) LIMITATIONS ON ASSIGNMENT BY SPECTRASITE. (i) SUBLEASE. SpectraSite shall have the right, subject to the provisions of this Agreement and the restrictions in paragraph 3.13 hereof, to sublease portions of the Tower Facilities, the Property or the Easements in SpectraSite's discretion without obtaining Tritel's consent or giving notice to Tritel, provided that such sublease does not violate the provisions of and is subject to the provisions of this Master Lease and any applicable SLA, and provided that such sublease only leases or licenses a portion of the Tower Facilities or portion of the Property and a portion of the Easements and does not effect a sublease of the entire Tower Facilities, the entire Property or the Entire Easement. (ii) ASSIGNMENT. SpectraSite shall not voluntarily, involuntarily or by operation of law assign, sell, sublease or otherwise transfer SpectraSite's interest in this Master Lease, any SLA(s), any Tower Facility(ies), any Ground Lease(s), any Property(ies) [except as provided in 4.2(c)(i)] or Premises, without Tritel's prior written consent which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, in the event of a proposed assignment, SpectraSite may, upon fifteen (15) days' written notice to Tritel, assign this Master Lease, any SLA(s), any Tower Facility(ies), any Ground Lease(s), and any Property(ies) without Tritel's consent if the proposed assignee, mortgagee or sublessee provides audited (i) balance sheets and (ii) statements of operations prepared in accordance with GAAP which indicate that the assignee has a financial position sufficient to meet its obligations under this Agreement. If SpectraSite otherwise desires at any time to assign or otherwise transfer this Master Lease, any SLA, any Tower Facility, any Ground Lease, any Property or Premises it shall first notify Tritel of its desire to do so and shall submit in writing to Tritel (i) the name of the proposed sublessees, transferee, purchaser or assignee; (ii) the, terms and provisions of the proposed sublease, transfer or assignment; and (iii) such financial and other information as Tritel may reasonably request concerning the proposed Sublessee, transferee, purchaser or assignee. At any time within fifteen (15) days after Tritel's receipt of the information specified, Tritel may by written notice to SpectraSite: consent to the subletting or assignment upon the terms and to the sublessees, transferees, purchasers or assignees proposed or refuse to give its consent. If Tritel consents to such assignment, purchase, transfer or subletting, SpectraSite may, within ninety (90) days after the date of Tritel's consent, enter into a valid assignment, purchase, transfer or sublease of the Master Lease, the applicable SLA(s), the applicable Tower Facility, the applicable Ground Lease, the applicable Property or applicable Premises or portion thereof 23 upon the terms and conditions described in the information required above to be furnished by SpectraSite to Tritel, or upon other terms not more detrimental to Tritel; provided, however, that any material change in such terms shall be subject to Tritel's consent. In such event, SpectraSite shall be relieved of all liabilities hereunder relating to the assets which are assigned. (d) PLEDGE BY SPECTRASITE. Notwithstanding anything else contained herein, SpectraSite may, without notice or consent of Tritel, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of SpectraSite's interest in this Master Lease, any SLA, any Premises, and/or all or any portion of SpectraSite's right, title, and interest in and to any and/or all of Tower Facilities, the Property or the Easements. Promptly on SpectraSite's or SpectraSite's lender's request, Tritel shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of SpectraSite's lenders including, but not limited to, consents to giving notice to SpectraSite's lender(s) in the event of SpectraSite's default under the provision of the SLA or the Master Lease, and consents to SpectraSite's assignment to any lender(s) of any and all of SpectraSite's interest in or to this Agreement, any SLA or Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to Tritel and which will not materially increase SpectraSite's burdens nor materially impair Tritel's rights under this Master Lease or any SLA. SpectraSite shall reimburse Tritel for any out-of-pocket costs incurred by Tritel in complying with this provision including, but not limited to, Tritel's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. (e) ASSIGNMENT OF CONSTRUCTION OBLIGATIONS. Notwithstanding anything else contained herein, SpectraSite shall not voluntarily, involuntarily, or by operation of law assign or otherwise transfer its rights or obligations (including, but not limited to, the obligation to construct the Tower Facilities) relating to any Site which is subject to this Agreement, prior to the acceptance of a Site by Tritel pursuant to paragraph 2.8 hereof. 4.3 REPRESENTATIONS AND WARRANTIES OF TRITEL. Tritel represents and warrants to SpectraSite that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to enter into and perform this Master Lease and Tritel is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee, Kentucky, and in any other Market in which Tritel is doing business with SpectraSite. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That Tritel's execution and delivery of this Master Lease have been duly authorized and no further action on the part of Tritel is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of Tritel duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which Tritel is a party or by which Tritel or its assets are bound which prohibits the execution or delivery by Tritel of this Master Lease or the performance or observance by Tritel of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. 24 (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor transactions contemplated hereby, shall result in the violation by Tritel of any, law, regulation, judgment or order of any court or governmental authority applicable to Tritel or result in a breach of the terms of this or any other agreement to which Tritel is a party. 4.4 REPRESENTATIONS AND WARRANTIES OF SPECTRASITE. SpectraSite represents and warrants to Tritel that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to enter into and perform this Master Lease and SpectraSite is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee and Kentucky, and in the event that SpectraSite develops, leases and constructs Tower Facilities in any other Markets, SpectraSite shall become duly qualified to do business in the state of such Market. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That SpectraSite's execution and delivery of this Master Lease have been duly authorized and no further action on the part of SpectraSite is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of SpectraSite duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which SpectraSite is a party or by which SpectraSite or its assets are bound which prohibits the execution or delivery by SpectraSite of this Master Lease or the performance or observance by SpectraSite of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor transactions contemplated hereby, shall result in the violation by SpectraSite of any, law, regulation, judgment or order of any court or governmental authority applicable to SpectraSite or result in a breach of the terms of this or any other agreement to which SpectraSite is a party. (e) MARKETABLE LEASEHOLD TITLE. SpectraSite holds good and marketable leasehold title to its interest in the Property, the Easements, the Premises and the Tower Facilities, subject to any encumbrances or defects which were created by or known to Tritel prior to the execution of the SLA for a Site; provided, however, that SpectraSite's liability for a breach of this provision shall not exceed the amount which SpectraSite is entitled to recover from its title insurance policy for such Site. SpectraSite hereby agrees to obtain a policy for title insurance for each Site in an amount which shall not be less than One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). 4.5 MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms, covenants and conditions contained in this Master Lease shall be binding upon and inure to the benefit of the parties hereto, and also their respective heirs, executors, administrators, personal representatives, successors and assigns subject to the provisions of 25 paragraph 4.2 of this Master Lease relating to restrictions upon sale, assignment or subletting of this Master Lease. (b) INTEGRATION. It is understood that there are no oral agreements or representations between the parties hereto affecting this Master Lease and this Master Lease supersedes and cancels any and all previous negotiations, arrangements, agreements or representations and understandings, if any, between the parties hereto with respect to the subject matter thereof, except the Site Acquisition Services Agreement between Tritel and SpectraSite dated July 28, 1999 and any Attachments or documents referred to herein. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this document. (c) HEADINGS. The Headings and paragraph titles herein are for convenience only and do not in any way define, limit or construe the contents of such Paragraphs. (d) SEVERABILITY. It is agreed that if any provision of this Master Lease shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provisions of this Master Lease and all such other provisions shall remain in full force and effect. (e) FORCE MAJEURE. Except as otherwise provided in this Master Lease, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor governmental restrictions, actions or inactions, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such or a period equal to any such delay or stoppage. (f) HOLDING OVER. If Tritel remains in possession of the Premises after the termination of the applicable SLA without the execution of a new SLA, Tritel shall be deemed to be occupying the Premises as a tenant from month-to-month at the last applicable monthly rental provided for herein, subject to all the other conditions, provisions and obligations of this Master Lease and the applicable SLA insofar as the same are applicable to a month-to-month tenancy. (g) ESTOPPEL CERTIFICATE. (i) Tritel shall, upon the request of any lender of SpectraSite, but no more than two (2) times in any single year, upon not less than ten (10) days' prior written notice from SpectraSite, execute, acknowledge and deliver to SpectraSite's lender a statement in writing on a form prescribed by SpectraSite's lender reasonably acceptable to Tritel (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its knowledge, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there is not, to the best of Tritel's knowledge, any uncured default on the part of SpectraSite hereunder, or specifying such default if any is claimed. (ii) SpectraSite shall, upon the request of any lender of Tritel, but no more than two (2) times in any single year, upon not less than ten (10) days' prior written notice from Tritel, execute, acknowledge and deliver to Tritel's lender a statement in writing on a form prescribed by Tritel's lender reasonably acceptable to SpectraSite (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and 26 effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its knowledge, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there is not, to the best of SpectraSite's knowledge, any uncured default on the part of Tritel hereunder, or specifying such default if any is claimed. (h) ATTORNMENT. (i) Upon request of the mortgagee, Tritel will attorn, as lessee under this Master Lease, to the purchaser at any foreclosure sale thereunder, or if any ground or underlying Prime Lease is terminated for any reason, Tritel will attorn, as Tritel under this Master Lease, to the Prime Lessor under the ground Prime Lease provided that the Prime Lessor agrees not to disturb Tritel's possession of the Premises and agree to honor Tritel's rights and obligations under this Agreement and the applicable SLA, and will execute such instruments as may be necessary or appropriate to evidence such attornment. (ii) Upon request of the mortgagee, SpectraSite will attorn, as lessor under this Master Lease, to the purchaser at any foreclosure sale thereunder. (i) RIGHT OF APPROVAL BY SECURED PARTY. This Master Lease may not be modified or amended so as to reduce the Rent, as adjusted, or shorten the Term without the prior written consent, in each instance, of any mortgagee or secured party having an interest in the Tower Facilities who has given notice to Tritel of its security interest. (j) CERTAIN RULES OF CONSTRUCTION. (i) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by Tritel hereunder, or to breaches or defaults of this Master Lease by Tritel, omit to state that such breaches or defaults by Tritel are material, unless the context implies to the contrary, and all breaches or defaults by Tritel hereunder shall be deemed material. Tritel shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to concessionaires as if they were the Tritel hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by Tritel. (ii) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by SpectraSite hereunder, or to breaches or defaults of this Master Lease by SpectraSite, omit to state that such breaches or defaults by SpectraSite are material, unless the context implies to the contrary, and all breaches or defaults by SpectraSite hereunder shall be deemed material. SpectraSite shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to concessionaires as if they were SpectraSite hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by SpectraSite. (k) WARRANTIES AND REPRESENTATIONS. The warranties and representations. made in this Agreement shall be deemed to be made, reaffirmed, ratified, rewarranted and re-represented upon the execution of each SLA. (l) COUNTERPARTS. This Master Lease may be executed in counterparts with the same effect as if both parties hereto had signed the same document. Both counterparts shall be construed together and shall constitute one (1) Master Lease. (m) INTERPRETATION. The parties hereby acknowledge that the draftsmanship of this Agreement was a cooperative effort by both parties who were represented by counsel and that this Master Lease 27 shall not be construed either for or against SpectraSite or Tritel, but this Master Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach an equitable result. (n) GOVERNING LAW. This Master Lease is to be governed by and construed in accordance with the laws of the state in which the Premises is situated. (o) NO PARTNERSHIP. Tritel and SpectraSite agree that their relationship under this Master Lease shall be that of landlord and tenant and that no partnership is intended or shall be created by this Master Lease. (p) LIMITATION OF SPECTRASITE'S AND TRITEL'S LIABILITY. SpectraSite shall not be responsible for any incidental or consequential damages arising under this Agreement or any SLA incurred or resulting from (i) Tritel's (or any party claiming by, through or under Tritel's use or Tritel (or any party claiming by through or under Tritel) inability to use the Premises (or any portion thereof), or from (ii) damage to Tritel's Equipment (or any party claiming by, through or under Tritel) which is caused by the negligence of SpectraSite. Tritel shall not be responsible for any incidental or consequential damages arising under this agreement or any SLA incurred or resulting from (i) SpectraSite's (or any party claiming by, through or under Licensor) use or SpectraSite's (or any party claiming by, through or under SpectraSite) inability to use the Property, the tower Facilities, the Easements, or the Premises (or any portion thereof) or from (ii) damage to the Tower Facilities, the Property, the Easements, the Premises, or equipment or property of SpectraSite (or any party claiming by, through or under SpectraSite which is caused by the negligence of Tritel. (q) CONSENT. SpectraSite and Tritel covenant that whenever their consent or approval is required under this Master Lease said consent shall not be conditioned or unreasonably withheld, delayed, or conditioned. (r) SCHEDULES. Tritel and SpectraSite acknowledge and agree that Schedules may be added to Attachment VII to the Master Lease to define, set, modify, covenant and agree upon certain terms and conditions of the Master Lease. The Schedules shall only be applicable to the Markets identified in each Schedule and each Schedule must be executed and signed by a duly authorized representative of SpectraSite and Tritel. Upon execution by a duly authorized officer of Tritel and SpectraSite, the Schedule shall be added to and be incorporated into and become a part of the terms, conditions, and covenants of the Master Lease. In the event of any conflict or contradiction within the terms and conditions of the Schedule and the Master Lease, the terms and conditions of the Schedule shall control. (s) DAYS. In computing any period of time under this Agreement, the date of the act, event or default upon which the designated period of time begins to run shall be included in the period of time calculated. In the calculation of the number of days elapsed, only business days shall be included in the computation. (t) NOTICES. Any notices to be received by SpectraSite or Tritel under this Agreement shall be deemed properly given if marked to the other party with proper postage via the United States Mail or sent via a reputable overnight carrier to the following address: 28 TO SPECTRASITE: SpectraSite Communications, inc. 8000 Regency Park, Suite 570 Cary, NC 27511 Attention: Steve Clark With a copy to: Lewellen & Frazier, PLC Plaza West Building 415 North McKinley, suite 1240 Little Rock, AR 72205 Attention: Todd A. Lewellen TO TRITEL: Tritel Communications, Inc. 112 E. State Street, Suite B Ridgeland, MS 39157 Attention: Ken Harris IN WITNESS WHEREOF, SpectraSite and Tritel have executed this Master Lease and the "Effective Date" of this Master Lease shall be the last date that this Master Lease is signed by SpectraSite and Tritel. SPECTRASITE: SPECTRASITE COMMUNICATIONS, INC. BY: ---------------------------------- TITLE: ------------------------------- DATE: -------------------------------- TRITEL: ------------------------------ TRITEL COMMUNICATIONS, INC.: BY: ---------------------------------- JERRY M. SULLIVAN, JR. EXECUTIVE VICE PRESIDENT CHIEF OPERATING OFFICER DATE: -------------------------------- 29 LIST OF ATTACHMENTS ATTACEMENT DESCRIPTION - ---------- ----------- I ASSIGNMENT II MEMORANDUM OF ASSIGNMENT III ESTOPPEL CERTIFICATE IV SITE LEASE AGREEMENT V MEMORANDUM OF SITE LEASE AGREEMENT VI COLLOCATION APPLICATION VII MARKET SPECIFICATIONS VIII NOTICE OF COMPLETION OF TOWER FACILITIES IX LETTER CONFIRMING COMMENCEMENT DATE 30 ATTACHMENT I ASSIGNMENT OF PRIME LEASE THIS ASSIGNMENT OF PRIME LEASE AGREEMENT ("Assignment ") is made and entered into as of the _____ day of ________, ________, by and between SpectraSite Communications, Inc., a Delaware corporation ("SpectraSite"), and Tritel Communications, Inc., a Delaware Corporation, ("Tritel"). WHEREAS, Tritel has entered into a ground lease agreement, lease agreement or other similar agreement (the "Prime Lease") for the lease of the real property more particularly described in Exhibit "A" attached hereto (the "Property") upon which Tritel has constructed or intends to construct a tower and related facilities and for an easement for ingress, egress and utilities over the real property more particularly described in Exhibit "B" attached hereto (the "Easement"); WHEREAS, Tritel desires to assign the Prime Lease for said Property, a copy of which is attached hereto as Exhibit "C", to SpectraSite; and WHEREAS, SpectraSite desires to develop the tower and certain facilities on the Property and sublease a portion of the space upon the Tower Facilities to Tritel. NOW THEREFORE, for and in consideration of the mutual promises outlined herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tritel and SpectraSite do hereby agree as follows: 1. Assignment. Tritel does hereby assign to SpectraSite and SpectraSite shall and hereby assumes and agrees to be bound by the Prime Lease, or such other contract through which Tritel has acquired an interest in the real property which is the subject of the Prime Lease together with any easements for ingress, egress and utilities ("Easements") to the Property. 2. Covenants of Tritel. Tritel covenants that it: (a) unconditionally and absolutely assigns, transfers, sets over and conveys to SpectraSite without warranty or representation except as otherwise set forth herein, free and clear of all liens, claims and encumbrances, except as shown in Exhibit "D", all of Tritel's right, title and interest in, to and under the Prime Lease and the Easements except as such rights may be limited or modified by any (if any) addenda attached to the Prime Lease. Tritel represents and warrants to SpectraSite that all addenda to the Prime Lease are attached to this Agreement as part of Exhibit "C". The Easements, if any, in addition to the Prime Lease are attached hereto as Exhibit "E". (b) shall warrant, indemnify and defend the leasehold title assigned to SpectraSite against the lawful claims of all persons provided that such claim arises as a result of Tritel's interest in the Prime Lease, but no further or otherwise. (c) to the best of its knowledge, without independent inquiry or investigation, has no knowledge or notice of any default, defense, offset, claim, demand, counterclaim or cause of action which may presently exist under the Prime Lease; and 31 (d) to the extent Tritel may assign, Tritel irrevocably assigns, transfers, conveys and sets over to SpectraSite without warranty or representation and SpectraSite accepts from Tritel all of the right, title and interest of Tritel under each and all of the following items (without warranty that any of the following may be assigned): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Tritel with respect to the tower proposed to be constructed on the Property; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Tritel has made application; (iii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property; (iv) the geotechnical report for the Property which has been commissioned by Tritel; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the Easements; (vi) the environmental assessments including phase I reports and any reports relating contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Property, Easements or neighboring real property; and The items described in paragraphs 2(d) may hereinafter be collectively referred to as "Site Acquisition Items"; and (e) shall use diligent efforts to assist SpectraSite in obtaining an estoppel certificate from the lessor in the Prime Lease in substantially the same form as is attached hereto as Exhibit "E" ("Estoppel Certificate"). SpectraSite shall use diligent efforts to obtain such Estoppel Certificate from each lessor. 3. Covenants of Spectrasite. SpectraSite covenants that: (a) SpectraSite hereby assumes the Prime Lease and all of Tritel's duties and obligations under the Prime Lease arising subsequent to the date hereof and SpectraSite hereby agrees to promptly and faithfully perform all of the obligations of Tritel under the Prime Lease. (b) SpectraSite shall and hereby agrees to hold Tritel harmless and indemnify Tritel from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tritel which claims, losses, obligations, damages, costs or expenses must be paid by Tritel to a third party (including, without limitation, any lawyers, experts, engineers or similar professionals) or which Tritel may expend in defending itself against any claim threatened or made by a third party which arise out of any act or omission of SpectraSite under the Prime Lease, including without limitation, any default under the Prime Lease. 4. Master Lease. This Assignment is being executed pursuant to the terms of a Master Build To Suit and Lease Agreement (the "Master Lease") and in the event that there is a conflict between the terms and 32 conditions of the Master Lease, this Assignment, the terms and conditions of this Assignment shall control. This Assignment shall remain subject to the remaining terms and conditions of the Master Lease. IN WITNESS WHEREOF, SpectraSite and Tritel have signed this Agreement as of the date and year first above written. TRITEL: SPECTRASITE: TRITEL COMMUNICATIONS, INC. SPECTRASITE COMMUNICATIONS, INC. By: By: --------------------------------- --------------------------------- Name: Jerry M. Sullivan, Jr. Name: ------------------------------- ------------------------------- Title: Executive Vice President Title: ------------------------------ ------------------------------ 33 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 34 EXHIBIT "B" LEGAL DESCRIPTION OF EASEMENTS 35 EXHIBIT "C" COPY OF PRIME LEASE 36 EXHIBIT "D" COPY OF EASEMENTS, IF ANY 37 EXHIBIT "E" ESTOPPEL CERTIFICATE THIS INSTRUMENT is given as of this ___ day of _________________, __, by ("Lessor") to SpectraSite Communications, Inc. ("Assignee"). RECITALS A. Lessor entered into a Lease Agreement or similar agreement with _____ ( __ )numbers of addenda attached thereto, (collectively, the "Prime Lease") dated as of the ___ day of _____, ____with Tritel Communications, Inc., a Delaware corporation ("Lessee"). B. Lessee desires to assign to Assignee its interest in the Prime Lease. C. Assignee seeks Lessor's acknowledgment, as of the date of execution of this Instrument, of certain matters affecting the Prime Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound: 1. Lessor's Estoppel Certificate. Lessor hereby certifies, with the understanding that Assignee is relying upon the statements made herein, the following: a. The Prime Lease constitutes the entire agreement between the parties with respect to the Premises. The Prime Lease has not been amended and there are no other agreements between Lessor and Lessee with respect to the property or the easements which are described in the Prime Lease. b. The Prime Lease is in full force and effect in accordance with its terms. To the best of Lessor's knowledge, neither Lessee nor Lessor is in default under any of the terms of the Prime Lease, and Lessor has not received actual or constructive notice of the existence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Prime Lease. c. All applicable Prime Lease fees and rent (if any) and other charges and payments due Lessor from Lessee under the Prime Lease have been paid in full through the date hereof (except reimbursements for real estate taxes, insurance, utilities or other reimbursements, if any, due for fiscal periods to the extent not yet payable). 2. Consent. Lessor hereby acknowledges the right of Lessee to assign the Prime Lease to Assignee and agrees that all terms of the Prime Lease shall be in full force and effect between Lessor and Assignee as if Lessor and Assignee were the original parties to the Prime Lease and that such assignment shall not violate the terms of the Prime Lease, will not create or cause the Assignee to be liable for any rent in excess of $ per month during the Initial Term or be considered a sublease under the terms of the Prime Lease or any addenda thereto. 3. Release. Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Lessee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and equity, judgments 38 and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Lessee which arise from the Prime Lease, but no further or otherwise. 4. Reliance. Lessor understands that Assignee and Lessee are relying on the information contained in this Instrument, and agrees that Assignee and Lessee may rely on this information, for purposes of determining whether to consummate their transaction. Further, Assignee's and Lessee's subsidiaries, affiliates, legal representatives and successor and assigns may rely on the contents of this Instrument. A facsimile of this instrument delivered to Assignee by telecopier shall be deemed an original for all purposes. 5. Notice, Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the ___ day of _____, ____ (the "Sublease"). Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period, Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease and, Lessor agrees at the request of the Lessee to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms.. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, and that the Sublease shall continue in full force and effect as if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or termination of the Prime Lease. 6. Notices. Any Notices to be received by Assignee, Lessee or Lessor under the Prime Lease or this Estoppel Certificate shall be deemed properly given if marked to Assignee, Lessee or Lessor with proper postage or sent via a reputable overnight carrier to the following address: TO ASSIGNEE: SpectraSite: SpectraSite Communications, Inc. 8000 Regency Park, Suite 570 Cary, NC 27511 Attention: Steve Clark With a copy to: Lewellen & Frazier, PLC Plaza West Building 415 North McKinley, Suite 1240 Little Rock, AR 72205 Attention: Todd A. Lewellen TO LESSEE: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Ken Harris 39 TO LESSOR: IN WITNESS WHEREOF, Lessor has executed this Instrument as of the date set forth above. LESSOR: By: ------------------------------ Name: ---------------------------- Title: --------------------------- SPECTRASITE: SpectraSite Communications, Inc. By: ------------------------------ Name: ---------------------------- Title: --------------------------- 40 ATTACHMENT "II" THIS INSTRUMENT PREPARED BY: SITE NAME: INDEXING INSTRUCTIONS ------------ SITE ID: - ---------------------------- -------------- --------------------- - ---------------------------- --------------------- - ---------------------------- --------------------- Memorandum of Assignment of Prime Lease This memorandum evidences that an assignment was made and entered into by written Assignment of Prime Lease (the "Assignment") dated ______________ 1999, between SPECTRASITE COMMUNICATIONS, INC., a Delaware corporation ("SpectraSite") and TRITEL COMMUNICATIONS, INC., a Delaware corporation("Tritel").. Such Agreement provides in part that Tritel assigns to, and Tritel does hereby assign to SpectraSite that certain Option and Lease Agreement or similar lease agreement (the 'Lease) dated for the lease of real property (the "Property") located in ____________ County, in the state of ____________, which Property is more particularly described on Exhibit "A" attached hereto and made a part hereof, a memorandum (the "Memorandum") of which lease is of record in __________ in the ____________ office for recording real property records in the ____________ County of the state of __________ Tritel hereby assigns the Lease and Memorandum of Lease to the SpectraSite pursuant to the terms of the Assignment. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. SPECTRASITE: SPECTRASITE COMMUNICATIONS, INC. By: ------------------------------------ Its: ----------------------------------- Address: ------------------------------- - --------------------------------------- TRITEL: TRITEL COMMUNICATIONS, INC. By: ------------------------------------ Its: ----------------------------------- Address: ------------------------------- - --------------------------------------- 41 [ACKNOWLEDGEMENTS] 42 EXHIBIT "A" REAL PROPERTY DESCRIPTION 43 ATTACHMENT "III" ESTOPPEL CERTIFICATE THIS INSTRUMENT Is given as of this ___ day of ______________, ______, by _________________ ("Lessor") to SpectraSite Communications, Inc. ("Assignee"). RECITALS A. Lessor entered into a Lease Agreement or similar agreement with _______ (___) numbers of addenda attached thereto, (collectively, the "Prime Lease") dated as of the _____day of ______, ______ with Tritel Communications, Inc., a Delaware corporation ("Lessee"). B. Lessee desires to assign to Assignee its interest in the Prime Lease. C. Assignee seeks Lessor's acknowledgment, as of the date of execution of this Instrument, of certain matters affecting the Prime Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound: 1. Lessor's Estoppel Certificate. Lessor hereby certifies, with the understanding that Assignee is relying upon the statements made herein, the following: a. The Prime Lease constitutes the entire agreement between the parties with respect to the Premises. The Prime Lease has not been amended and there are no other agreements between Lessor and Lessee with respect to the property or the easements which are described in the Prime Lease. b. The Prime Lease is in full force and effect in accordance with its terms. To the best of Lessor's knowledge, neither Lessee nor Lessor is in default under any of the terms of the Prime Lease, and Lessor has not received actual or constructive notice of the existence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Prime Lease. c. All applicable Prime Lease fees and rent (if any) and other charges and payments due Lessor from Lessee under the Prime Lease have been paid in full through the date hereof (except reimbursements for real estate taxes, insurance, utilities or other reimbursements, if any, due for fiscal periods to the extent not yet payable). 2. Consent. Lessor hereby acknowledges the right of Lessee to assign the Prime Lease to Assignee and agrees that all terms of the Prime Lease shall be in full force and effect between Lessor and Assignee as if Lessor and Assignee were the original parties to the Prime Lease and that such assignment shall not violate the terms of the Prime Lease, will not create or cause the Assignee to be liable for any rent in excess of $ per month during the Initial Term or be considered a sublease under the terms of the Prime Lease or any addenda thereto. 3. Release. Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Lessee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and equity, 44 judgments and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Lessee which arise from the Prime Lease, but no further or otherwise. 4. Reliance. Lessor understands that Assignee and Lessee are relying on the information contained in this Instrument, and agrees that Assignee and Lessee may rely on this information, for purposes of determining whether to consummate their transaction. Further, Assignee's and Lessee's subsidiaries, affiliates, legal representatives and successor and assigns may rely on the contents of this Instrument. A facsimile of this instrument delivered to Assignee by telecopier shall be deemed an original for all purposes. 5. Notice; Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the _____ day of ____________, ____ (the "Sublease"). Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period, Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease and, Lessor agrees at the request of the Lessee to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, and that the Sublease shall continue in full force and effect as if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or termination of the Prime Lease. 6. Notices. Any Notices to be received by Assignee, Lessee or Lessor under the Prime Lease or this Estoppel Certificate shall be deemed properly given if marked to Assignee, Lessor or Lessee with proper postage or sent via a reputable overnight carrier to the following address: TO ASSIGNEE: SpectraSite: SpectraSite Communications, Inc. 8000 Regency Park, Suite 570 Cary, NC 27511 Attention: Steve Clark With a copy to: Lewellen & Frazier, PLC Plaza West Building 415 North McKinley, Suite 1240 Little Rock, AR 72205 Attention: Todd A. Lewellen TO LESSEE: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Ken Harris 45 TO LESSOR: ------------------------------- ------------------------------- ------------------------------- IN WITNESS WHEREOF, Lessor has executed this Instrument as of the date set forth above. LESSOR: By: ------------------------------ Name: ---------------------------- Title: --------------------------- SPECTRASITE: SPECTRASITE COMMUNICATIONS By: ------------------------------ Name: ---------------------------- Title: --------------------------- 46 ATTACHMENT IV SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT ("SLA") is executed this ___ day of ___________, ___, by and between SPECTRASITE COMMUNICATIONS, INC. ("SpectraSite") and TRITEL COMMUNICATIONS, INC. ("Carrier" or "Tritel"). WHEREAS, on the ___ day of __________, __, SpectraSite and Carrier entered into that certain Master Build To Suite and Lease Agreement ("Master Lease") which provides for the execution of individual SLAs for each Site, as those terms are defined in the Master Lease, owned by SpectraSite upon which Tritel desires to mount certain antenna, structures and other equipment. 1. SITE. Subject to the terms of the Master Lease, SpectraSite hereby leases and grants to Carrier and Carrier hereby leases from and accepts from SpectraSite space to install, maintain, operate, upgrade and remove Carrier's wireless communications equipment and appurtenances on the tower owned by SpectraSite ("Tower Facilities"), including antennas and microwave dishes between the heights of _________________ above ground level on the Tower Facilities and which is located on certain real property leased by SpectraSite more particularly described in Exhibit "A" attached hereto ("Property"); and to install, maintain, operate and remove Carrier's compound and related devices (including, but not limited to emergency generators, equipment shelters, equipment cabinets, all necessary test equipment and any temporary construction materials) owned by Carrier on a _____________ hundred (__)square foot portion of the Property at a location to be agreed upon in writing between SpectraSite and Carrier, which is shown as the cross hatched area shown on Exhibit "B". SpectraSite has granted and hereby grants unto Tritel for the Initial Term and any Renewal Term an easement for ingress, egress and utilities during the term of the Master Lease over the property described in Exhibit "C" attached hereto ("Easement") (the space occupied by Carrier on the Property and the Tower, and the Easement hereinafter shall be referred to collectively as the "Premises") (The Tower, Property and Easement shall constitute and hereinafter be referred to and known as the "Site"). The Site is more commonly known to SpectraSite as the _____________ Site. The Site is more commonly known to Tritel as the _____________ Site. 3. RENT AND COMMENCEMENT DATE. The Commencement Date of this SLA, and the Rent payable hereunder are defined in Attachment VII to the Master Lease and the term of this Site Lease shall be as set forth in 3.4 and 3.5 of the Master Lease. Tritel and SpectraSite shall execute a letter agreement which shall be attached to this SLA confirming the date which the parties understand to be the Commencement Date for each SLA. 2. EQUIPMENT. A description of the equipment, antennae, mounting height of the antenna and other personal property of Tritel which Tritel intends to locate on the Site ("Tritel's Equipment") is described in the Collocation Application which is attached hereto as Exhibit "D". Tritel will not install any equipment on the Site which is not described in Exhibit "D" without SpectraSite's prior, written consent, which consent shall not be unreasonably withheld, delayed or conditioned. SpectraSite and Tritel acknowledge and agree that so long as SpectraSite approves any substituted, additional or altered equipment, which approval shall not be unreasonably withheld, delayed or conditioned and any additional or substituted equipment does not increase the wind load or structural burden upon the Tower Facilities, does not increase the space upon the Tower Facilities or the ground space upon the Site, and does not create any technical or radio frequency interference with any existing equipment located upon the Tower Facilities at the time of the request for such modification or substitution, 47 Tritel may substitute, add, alter, modify and replace Tritel's Equipment described in Exhibit "D" upon the Tower Facilities. 3. PRIME LEASE. A copy of the Prime Lease for this Site is attached hereto as Exhibit "E" and is incorporated by reference herein. 4. EFFECT OF AGREEMENT. SpectraSite and Tritel acknowledge that the Master Lease is the controlling agreement between the parties with regard to Tritel's lease of the Site. This SLA is intended to supplement the Master Lease and fulfill the requirements of paragraph I of the Master Lease. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. SPECTRASITE: SPECTRASITE COMMUNICATIONS, INC. By: --------------------------------- TRITEL: TRITEL COMMUNICATIONS, INC. By: --------------------------------- Name: Title: 48 ACKNOWLEDGMENTS 49 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 50 EXHIBIT "B" SURVEY OR MAP OF THE SITE WITH LOCATION OF TOWER AND GROUND SPACE SHOWN AND GROUND SPACE CROSS-HATCHED 51 EXHIBIT "C" LEGAL DESCRIPTION OF EASEMENTS 52 ATTACHMENT V This Instrument Prepared By: Site Name: Site ID: Indexing Instructions ---- ---- - ---------------------------- --------------------- - ---------------------------- --------------------- - ---------------------------- --------------------- MEMORANDUM OF SITE LEASE AGREEMENT This memorandum evidences that a lease was and hereby is made and entered into by written Site Lease Agreement dated ______________, 19__, between SPECTRASITE COMMUNICATIONS, INC., a Delaware corporation ("SpectraSite") and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Tritel"). Such Agreement provides in part that Tower Company leases to Carrier and Tower Company does hereby lease to Carrier space upon a tower (which tower is located as shown on Exhibit "B") (the "Tower") between the heights of ________ and _______ above ground level, which Tower is located upon the real property located at _______, City of _________, County of ________, State of _______, which real property is described in EXHIBIT A attached hereto (the "Site" or the "Property") and certain space (the "Ground Space") upon the Property which is described on Exhibit "B" or which is shown as the cross-hatched area on a plat or survey attached hereto as Exhibit "B" with runs for cable, wiring, conduit, etc. to the Tower and the Ground Space and with a grant of and Tower Company hereby grants a non-exclusive easement for unrestricted rights of access thereto and to electric and telephone facilities which are described on Exhibit "A" and/or shown on Exhibit "B" such lease and easement to be for a term of five (5) years commencing on _____, 19__ which term is subject to four (4) additional five (5) year extension periods by Carrier. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. TRITEL: Tritel Communications, Inc. BY: --------------------------------------------- NAME: Jerry M. Sullivan, Jr. --------------------------------------------- TITLE: Exec. Vice President/Chief Operating Officer --------------------------------------------- ADDRESS: P.O. Box 1348 --------------------------------------------- Ridgeland, MS 39158-1348 --------------------------------------------- PHONE NUMBER: 601-362-2200 --------------------------------------------- DATE: --------------------------------------------- SPECTRASITE: SpectraSite Communications, Inc. BY: --------------------------------------------- NAME: --------------------------------------------- TITLE: --------------------------------------------- ADDRESS: --------------------------------------------- --------------------------------------------- PHONE NUMBER: --------------------------------------------- TAX ID: --------------------------------------------- DATE: --------------------------------------------- 53 EXHIBIT "A" Property Attached hereto Metes and Bound Description of the Real Property 54 EXHIBIT "B" GROUND SPACE: ATTACH HERETO THE SITE PLAN FOR THE SITE WITH THE GROUND SPACE CROSS HATCHED AND THE TOWER IDENTIFIED. 55
ATTACHMENT VI COLLOCATION APPLICATION - ------------------------------------------------------------------------------------------------------------------------------------ RETURN THIS APPLICATION TO: (E-MAIL IS PREFERRED) SpectraSite Communications, Inc. e-mail: GarrettM@SpectraSite.com 8000 Regency Parkway, Suite 570 OFFICE: (919) 468-0112 Cary, NC 27511 FAX: (919) 468-8522 Attn: Collection Management - ------------------------------------------------------------------------------------------------------------------------------------ APPLICANT INFORMATION Tower Owner: SpectraSite Communications Tenant Applicant: Site Name Site Name: Site Number: Site Number: Date (to be filled in by SpectraSite): Contact Name: Contact Number: Contact Address: Contact e-mail: - ------------------------------------------------------------------------------------------------------------------------------------ SPECTRASITE TOWER INFORMATION - ------------------------------------------------------------------------------------------------------------------------------------ Latitude: Existing Structure Type: Longitude: Existing Structure Height: Site Address: - ------------------------------------------------------------------------------------------------------------------------------------ ANTENNAS - ------------------------------------------------------------------------------------------------------------------------------------ VI V2 V3 Desired Rad Center (Feet AGL) Antenna Quantity Antenna Manufacturer Antenna Model (Attach Spec Sheet) Weight (per antenna) Antenna Dimensions ERP (watts) Antenna Gain Orientation/Azimuth Mechanical Tilt Channels Tower Mount Dimensions Tower Mount Weight Tower Mount Mounting Height Transmit Frequency Receive Frequency Number of Coax Cables (PER ANTENNA) Diameter of Coax Cables RF Contact Name/Number Type of Service (i.e., CELLULAR, CDMA, GSM, TDMA, PAGING): - ------------------------------------------------------------------------------------------------------------------------------------ GROUND SPACE REQUIREMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Cabinet Manufacturer/Model Shelter Manufacturer Equipment Pad Dimensions Shelter Dimensions - ------------------------------------------------------------------------------------------------------------------------------------ POWER REQUIREMENTS - ------------------------------------------------------------------------------------------------------------------------------------ AC Power Required Voltage and Total Amperage - ------------------------------------------------------------------------------------------------------------------------------------ Construction Contact Name/ Number: - ------------------------------------------------------------------------------------------------------------------------------------
58 ATTACHMENT VII MARKET SPECIFIC TERMS SEE SCHEDULES ATTACHED HERETO SCHEDULE 1 MARKET SPECIFIC TERMS TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL 1. TRITEL MARKET: Knoxville Market - This Schedule shall apply to the Knoxville Market only. 2. MINIMUM NUMBER OF SITES: -- Tritel shall and hereby grants to SpectraSite the right to develop, construct and lease a minimum of twenty-five (25) Tower Facilities in the Knoxville Market more particularly described in Exhibit A attached hereto. In the event that Tritel does not require the construction of 25 new Tower Facilities in the Knoxville Market during the 1999 calendar year, all of the new Tower Facilities which Tritel must construct and install in the Knoxville Market in the 1999 calendar year, which Tritel intends to assign to a third (3rd) party, shall be constructed, developed and owned by SpectraSite, and Tritel shall grant SpectraSite the right to develop, construct and lease additional sites in other Tritel Markets in addition to those sites set forth on the other Schedules to Exhibit VII so that the cumulative minimum number of sites set forth in Schedules 1 and 2 to Exhibit VII shall not be diminished. 3. PRE-DEVELOPMENT COSTS: (a) For each Tower Site for which SpectraSite has performed Site Acquisition Services as defined in that certain Site Acquisition Services Agreement (the "Site Acquisition Services Agreement") by and between the parties dated the 28th day of July, 1998, and such Site Acquisition Services commenced prior to or on January 31, 1999, SpectraSite shall reimburse Tritel [CONFIDENTIAL TREATMENT REQUESTED] per site upon the receipt of a SLA executed by Tritel. Such payment shall be made within fifteen (15) days of the date that the Assignment is executed by both parties. Notwithstanding anything contained in the Master Lease, such payment shall be the only payment or reimbursement which SpectraSite makes to Tritel for reimbursement of Pre-Development costs for any Tower Sites upon which Site Acquisition Services commenced prior to January 31, 1999, but no further or otherwise. Upon the execution of the Assignment of the Prime Lease from Tritel to SpectraSite, SpectraSite shall assume all responsibility for any Pre-Development Costs incurred after the date of the Assignment, subject to the terms of the Master Lease. (b) For each Tower Site for which SpectraSite has performed Site Acquisition Services which commenced after January 31, 1999, the amount of the reimbursement for such Site Acquisition Services shall be negotiated between the parties and shall be agreed upon in an exhibit which shall be attached hereto and made a part hereof and shall be incorporated into this Agreement as if originally executed and attached herewith, and such agreement shall be effective upon the execution of the exhibit by duly authorized representatives of SpectraSite and Tritel. The amount of reimbursement for such Site Acquisition Services shall also be set forth in the Notice from Tritel to SpectraSite pursuant to paragraph 1.1(b) to the Master Lease and in the Acceptance of the Site by SpectraSite pursuant to paragraph 1.1(b) of the Master Lease. 4. SCHEDULE OF COMPLETION: SpectraSite shall deliver all Tower Sites fully completed and ready for the installation of Tritel's Equipment, excepting those Tower Sites delayed by Tritel actions or inaction's or those Tower Sites delayed beyond SpectraSite's control, including but not limited to governmental approvals, moratoria, FAA or force majeure according to the following schedule which was mutually agreed upon between the parties at a meeting on April 12, 1999: May 28, 1999 two (2) Tower Sites June 15, 1999 five (5) Tower Sites July 15, 1999 ten (10) Tower Sites August 15, 1999 eight (8) Tower Sites 58 SpectraSite shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Tritel for the best system optimization. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Tritel shall pay SpectraSite or such entity as SpectraSite may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. Rent shall be payable on the first day of each month in advance to SpectraSite at SpectraSite's address as specified in Paragraph 4.5(t) of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. SpectraSite and Tritel shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Tritel elects to renew an SLA as provided in paragraph 3.5, Rent shall be increased by fifteen percent over the Rent accruing under the immediately prior term of the SLA. 6. COMMENCEMENT DATE. The Initial Term of the SLA for any Tower Facility which is completed prior to September 1, 1999 in the Knoxville Market shall commence on the earlier of: (i) September 1, 1999; or (ii) 90 calendar days from the acceptance of a Site by Tritel pursuant to Section 2.8 of this Agreement (the "Launch Commencement Date"). The Initial Term of the SLA for any Tower Facility which is completed on or after September 1, 1999 in the Knoxville Market shall commence on the date on which Tritel accepts the Site pursuant to Section 2.8 of this Agreement (the "Post Launch Commencement Date"), (the Launch Commencement Date and the Post Launch Commencement Date are collectively referred to as the " Commencement Date"). 7. COMPLETION OF REAL ESTATE SERVICES ON NON-SPECTRASITE GREENFIELD SITES. Until formal written notification from Tritel, SpectraSite shall continue to perform fee based acquisition services on Greenfield sites in the Knoxville Market and the Chattanooga Market not assigned to SpectraSite as a Tower Facility under this Schedule, such services to be performed pursuant to the terms of the Site Acquisition Services Agreement. Tritel shall elect to either continue the Site Acquisition Services on the time and materials basis set out in the Site Acquisition Services Agreement or to convert the Tower Sites at the individually appropriate points, over to the milestone payment schedule that is attached hereto as Exhibit "B" to this Schedule. The billing and expense portion of the Site Acquisition Services Agreement will be altered and modified the day after receipt of such written notification. 8. COLLOCATION ASSISTANCE. As further consideration for the agreement to grant the right to construct, develop and lease the Tower Facilities as described herein, SpectraSite agrees to provide its employee, Julie Best, as collocation coordinator for the coordination of all collocation sites in the Knoxville Market and the Chattanooga Market, for a period of time not to exceed 90 days at SpectraSite's actual cost for such employee. Such cost shall include salary, taxes, benefits, etc. SpectraSite acknowledges and agrees that such employee shall remain an employee of SpectraSite and that it shall be primarily responsible for all obligations to such employee in connection therewith, and that the employee shall have no claim against Tritel and that the employee is not a third party beneficiary of this Agreement. 9. SCHEDULE. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction 59 between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. IN WITNESS WHEREOF, SpectraSite and Tritel have signed this Schedule as of the date and year first above written. TRITEL: SPECTRASITE: TRITEL COMMUNICATIONS, INC. SPECTRASITE COMMUNICATIONS, INC. By: By: ------------------------------- ------------------------------- Jerry M. Sullivan, Jr. Name: Executive Vice President/ ----------------------------- Chief Operating Officer Title: ---------------------------- 60 EXHIBIT "A" TO SCHEDULE 1 TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL Agreed Upon BTS Sites and Rebate for Tritel Knoxville ----------------------------------------------------- Site Number Site Name AGREED UPON REBATE/ - ----------- --------- RENTAL ABATEMENT VALUE Wise Hill [CONFIDENTIAL TREATMENT REQUESTED] Westview [CONFIDENTIAL TREATMENT REQUESTED] Park City [CONFIDENTIAL TREATMENT REQUESTED] Presley Lake [CONFIDENTIAL TREATMENT REQUESTED] Oak Grove Heights [CONFIDENTIAL TREATMENT REQUESTED] Copper Ridge [CONFIDENTIAL TREATMENT REQUESTED] Stanley Road [CONFIDENTIAL TREATMENT REQUESTED] Bright Hope Church [CONFIDENTIAL TREATMENT REQUESTED] Rocky Hill [CONFIDENTIAL TREATMENT REQUESTED] Matlock [CONFIDENTIAL TREATMENT REQUESTED] Knob Creek [CONFIDENTIAL TREATMENT REQUESTED] Seymour [CONFIDENTIAL TREATMENT REQUESTED] Mill Creek [CONFIDENTIAL TREATMENT REQUESTED] Walden Creek [CONFIDENTIAL TREATMENT REQUESTED] Koontz Creek [CONFIDENTIAL TREATMENT REQUESTED] Hickory Valley [CONFIDENTIAL TREATMENT REQUESTED] Limestone Creek [CONFIDENTIAL TREATMENT REQUESTED] East Sevierville [CONFIDENTIAL TREATMENT REQUESTED] South Clinton [CONFIDENTIAL TREATMENT REQUESTED] State Road 168 [CONFIDENTIAL TREATMENT REQUESTED] Ford [CONFIDENTIAL TREATMENT REQUESTED] West Morristown [CONFIDENTIAL TREATMENT REQUESTED] Tellico Parkway [CONFIDENTIAL TREATMENT REQUESTED] Fox Hill [CONFIDENTIAL TREATMENT REQUESTED] Union Grove [CONFIDENTIAL TREATMENT REQUESTED] 61 SCHEDULE 2 TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL MARKET SPECIFIC TERMS 1. TRITEL MARKET: Chattanooga Market - This Schedule shall apply to the Chattanooga Market only. 2. MINIMUM NUMBER OF SITES: __ -- Tritel shall and hereby grants to SpectraSite the right to develop, construct and lease a minimum of twenty-five (25) Tower Facilities in the Chattanooga Market more particularly described in Exhibit A attached hereto. The parties acknowledge and agree that upon the date of the execution of this Schedule, Tritel and SpectraSite have only identified seventeen (17) sites for the location of Tower Facilities in the Chattanooga Market. In the event that Tritel does not require the construction of 25 new Tower Facilities in the Chattanooga Market during the 1999 calendar year, all of the new Tower Facilities which Tritel must construct and install in the Chattanooga Market in the 1999 calendar year, which Tritel intends to assign to a third (3rd) party, shall be constructed, developed and owned by SpectraSite, and Tritel shall grant SpectraSite the right to develop, construct and lease additional sites in other Tritel Markets in addition to those sites set forth on the other Schedules to Exhibit VII so that the cumulative minimum number of sites set forth in Schedules 1 and 2 to Exhibit VII shall not be diminished. 3. PRE-DEVELOPMENT COSTS: (a) For each Site identified on Exhibit A attached hereto, SpectraSite shall reimburse Tritel for the Site Acquisition Services completed for that Site according to the amounts set forth on Exhibit A. Such payment shall be made within fifteen (15) days of the date that the Assignment is executed by both parties. Notwithstanding anything contained in the Master Lease, such payment shall be the only payment or reimbursement which SpectraSite makes to Tritel for reimbursement of Pre-Development costs for the Sites identified on Exhibit A. Upon the execution of the Assignment of the Prime Lease from Tritel to SpectraSite, SpectraSite shall assume all responsibility for any Pre-Development Costs incurred after the date of the Assignment, subject to the terms of the Master Lease. (b) For each additional Tower Site which Tritel grants SpectraSite the right to develop, construct and lease for which SpectraSite has performed Site Acquisition Services, the amount of the reimbursement for such Site Acquisition Services shall be negotiated between the parties in accordance with the milestone price guide on Exhibit B attached hereto and shall be agreed upon in an exhibit which shall be attached hereto and made a part hereof and shall be incorporated into this Agreement as if originally executed and attached herewith and such agreement shall be effective upon the execution of the exhibit by duly authorized representatives of SpectraSite and Tritel. The amount of reimbursement for such Site Acquisition Services shall also be and shall be set forth in the Notice from Tritel to SpectraSite pursuant to paragraph 1.1(b) to the Master Lease and in the Acceptance of the Site by SpectraSite pursuant to paragraph 1.1(b) of the Master Lease. 4. SCHEDULE OF COMPLETION: SpectraSite shall deliver all Tower Sites fully completed and ready for the installation of Tritel's Equipment, excepting those Tower Sites delayed by Tritel actions or inaction's or those Tower Sites delayed beyond SpectraSite's control, including but not limited to governmental approvals, moratoria, FAA or force majeure according to the following schedule which was mutually agreed upon between the parties at a meeting on April 12, 1999: June 15, 1999 five (5) Tower Sites July 15, 1999 five (5) Tower Sites August 15, 1999 three (3) Tower Sites August 30, 1999 two (2) Tower Sites September 15, 1999 three (3) Tower Sites 62 SpectraSite shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Tritel for the best system optimization. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Tritel shall pay SpectraSite or such entity as SpectraSite may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. Rent shall be payable on the first day of each month in advance to SpectraSite at SpectraSite's address as specified in Paragraph 4.5(t) of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. SpectraSite and Tritel shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Tritel elects to renew an SLA as provided in paragraph 3.5, Rent shall be increased by fifteen percent over the Rent accruing under the immediately prior term of the SLA. 6. COMMENCEMENT DATE. The Initial Term of the SLA for any Tower Facility which is completed prior to September 1, 1999 in the Chattanooga Market shall commence on the earlier of: (i) September 1, 1999; or (ii) 90 calendar days from the acceptance of a Site by Tritel pursuant to Section 2.8 of this Agreement (the "Launch Commencement Date"). The Initial Term of the SLA for any Tower Facility which is completed on or after September 1, 1999 in the Chattanooga Market shall commence on the date on which Tritel accepts the Site pursuant to Section 2.8 of this Agreement (the "Post Launch Commencement Date") (the Launch Commencement Date and the Post Launch Commencement Date are collectively referred to as the "Commencement Date"). 7. COMPLETION OF REAL ESTATE SERVICES ON NON-SPECTRASITE GREENFIELD SITES. Until formal written notification from Tritel, SpectraSite shall continue to perform fee based acquisition services on Greenfield sites in the Knoxville Market and the Chattanooga Market not assigned to SpectraSite as a Tower Facility under this Schedule, such services to be performed pursuant to the terms of the Site Acquisition Services Agreement. Tritel shall elect to either continue the Site Acquisition Services on the time and materials basis set out in the Site Acquisition Services Agreement or to convert the Tower Sites at the individually appropriate points, over to the milestone payment schedule that is attached hereto as Exhibit "A" to this Schedule. The billing and expense portion of the Site Acquisition Services Agreement will be altered and modified the day after receipt of such written notification. 8. SCHEDULE. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. 63 IN WITNESS WHEREOF, SpectraSite and Tritel have signed this Schedule as of the date and year below. TRITEL: SPECTRASITE: TRITEL COMMUNICATIONS, INC. SPECTRASITE COMMUNICATIONS, INC. By: By: ---------------------------------- ---------------------------------- Kenneth F. Harris Name: Director of Site Acquisition -------------------------------- And Property Administration Title: ------------------------------- 64 EXHIBIT "A" TO SCHEDULE 2 TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL Agreed Upon BTS Sites and Rebate for Tritel Chattanooga -------------------------------------------------------
Site Number Site Name COMPLETION POINT Agreed Upon Rebate/ AS OF 2/25/99 Rental Abatement Value 076-003-00A Bushtown Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-007-00A O-Grady Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-012-00A Godsey Ridge Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-027-00A Sugartown Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-028-00A Ft Ogelthorpe Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-0300R1 Rock Spring Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-034-00X Slygo Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-035-00X Trenton Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-036-00X Union Complete thru Milestone #4 [CONFIDENTIAL TREATMENT REQUESTED] 076-037-00X New Hope Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-050-0R1 Sale Creek Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-051-00X Graysville Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-052-00X Sentinel Hts (Dayton) Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-053-00A Short Tail Springs Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 102-008-00A Cedar Ridge Complete thru Milestone #2 [CONFIDENTIAL TREATMENT REQUESTED] 102-010-00X Chattsworth East Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 102-011-000 Mt. Rachel Complete thru Milestone #2 [CONFIDENTIAL TREATMENT REQUESTED] ------------- Dayton Boulevard No Reimbursement
65 EXHIBIT "B" MILESTONE PER SITE PRICING FOR REBATE/RENTAL ABATEMENT ON BTS SITES AND FOR COMPLETION OF CHATTANOOGA NON-BTS GREENFIELD SITES OR COLLOCATION SITES REQUIRING SITE ACQUISITION SERVICES MILESTONE FEE/Rebate - --------- ---------- 1) DELIVERY OF SITE ID REPORTS TO TRITEL (UP TO 4 PER SEARCH RING) [CONFIDENTIAL TREATMENT REQUESTED] 2) DELIVERY OF SOR TO TRITEL ON PREFERRED SITE [CONFIDENTIAL TREATMENT REQUESTED] 3) DELIVERY OF LEASE TO TRITEL (EXECUTED BY LANDLORD) [CONFIDENTIAL TREATMENT REQUESTED] 4) ZONING COMPLETED OR STATEMENT OF NO ZONING REQUIRED** [CONFIDENTIAL TREATMENT REQUESTED] 5) NOTICE OF DELIVERED SITE* [CONFIDENTIAL TREATMENT REQUESTED] * PAYMENT FOR NOTICE OF DELIVERED SITE IS NOT TO EXCEED 45 CALENDAR DAYS AFTER THE LEASE IS EXECUTED IF NO ZONING, OR 10 DAYS AFTER ZONING IS APPROVED IF ZONING IS REQUIRED. ** TRITEL IS RESPONSIBLE FOR LEGAL FEES IF SUCH REPRESENTATION IS REQUIRED AT ZONING HEARINGS NOTE: IN THE EVENT TRITEL ASSIGNS ONE OF THE NON-BTS SITES SUBJECT TO THE ABOVE TO A BTS COMPANY OTHER THAN SPECTRASITE, SPECTRASITE SHALL BE ALLOWED TO COMPLETE AND BILL TRITEL FOR THE THEN UNCOMPLETED MILESTONE. 66 ATTACHMENT "VIII" NOTICE OF COMPLETION OF TOWER FACILITIES Tritel - ----------------------------------- - ----------------------------------- - ----------------------------------- Re: Notice of Completion of Tower Facilities ("Notice") for Site # _____ ("_________ Site") Dear _____________: On the ______ day of _________, ____ the Tower Facilities at the __________ Site were completed in accordance with the terms and conditions of the Master Lease between SpectraSite and Tritel. Pursuant to Paragraph 2.8 of the Master Lease, Tritel has a period of fifteen (15) days after the date of this Notice of Completion to provide a Punch List of items to be completed by SpectraSite in order to render the Tower Facilities completed in accordance with the Plans and Specifications in the opinion of Tritel. Sincerely, ------------------------------- 67 ATTACHMENT IX ____________, 19__ Re: Site Lease Agreement Site: Dear : Tritel Communications, Inc. ("Tritel") and SpectraSite Communications, Inc. (the "Tower Company") entered into a Site Lease Agreement for the above-captioned site. The Site Lease Agreement provides that Tritel and SpectraSite shall execute a letter agreement which shall be attached to the SLA confirming the calendar date which the parties understand to be the Commencement Date for each SLA. Tritel and SpectraSite agree that the Commencement Date for the above-referenced site is ____________. By countersigning this letter, SpectraSite acknowledges and agrees to the Commencement Date listed above for the Site. This letter shall constitute an amendment to the Site Lease Agreement. TRITEL COMMUNICATIONS, INC. By: -------------------------------- Its: ------------------------------- Acknowledged and Agreed to this _ day of _______________, ___. SPECTRAS1TE COMMUNICATIONS, INC. By: -------------------------------- Its: ------------------------------- 68 SCHEDULE 3 TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL MARKET SPECIFIC TERMS 1. TRITEL MARKET: Birmingham Market - This Schedule shall apply to the Birmingham Market only. 2. NUMBER OF SITES: -Tritel shall and hereby grants to SpectraSite the right to develop, construct and lease ten (10) Tower Facilities in the Birmingham Market more particularly described in Exhibit A attached hereto. 3. PRE-DEVELOPMENT COSTS: (a) For each Site identified on Exhibit A attached hereto, SpectraSite shall reimburse Tritel for the Site Acquisition Services completed for that Site according to the amounts set forth on Exhibit A. Such payment shall be made within fifteen (15) days of the date that the Assignment is executed by both parties. Notwithstanding anything contained in the Master Lease, such payment shall be the only payment or reimbursement which SpectraSite makes to Tritel for reimbursement of Pre-Development costs for the Sites identified on Exhibit A. Upon the execution of the Assignment of the Prime Lease from Tritel to SpectraSite, SpectraSite shall assume all responsibility for any Pre-Development Costs incurred after the date of the Assignment, subject to the terms of the Master Lease. (b) For each additional Tower Site which Tritel grants SpectraSite the right to develop, construct and lease for which SpectraSite has performed Site Acquisition Services, the amount of the reimbursement for such Site Acquisition Services shall be negotiated between the parties in accordance with the milestone price guide on Exhibit B attached hereto and shall be agreed upon in an exhibit which shall be attached hereto and made a part hereof and shall be incorporated into this Agreement as if originally executed and attached herewith and such agreement shall be effective upon the execution of the exhibit by duly authorized representatives of SpectraSite and Tritel. The amount of reimbursement for such Site Acquisition Services shall also be and shall be set forth in the Notice from Tritel to SpectraSite pursuant to paragraph 1.1(b) to the Master Lease and in the Acceptance of the Site by SpectraSite pursuant to paragraph 1.1(b) of the Master Lease. 4. SCHEDULE OF COMPLETION: SpectraSite shall deliver all Tower Sites fully completed and ready for the installation of Tritel's Equipment, excepting those Tower Sites delayed by Tritel actions or inaction's or those Tower Sites delayed beyond SpectraSite's control, including but not limited to governmental approvals, moratoria, FAA or force majeure according to the following schedule: This portion of said Schedule shall be completed no later than August 31, 1999. SpectraSite shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by Tritel for the best system optimization. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Tritel shall pay SpectraSite or such entity as SpectraSite may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month. Rent shall be payable on the first day of each month in advance to SpectraSite at SpectraSite's address as specified in Paragraph 4.5(t) of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. SpectraSite and Tritel shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. 69 (b) Renewal Terms. In the event that Tritel elects to renew an SLA as provided in paragraph 3.5, Rent shall be increased by fifteen percent over the Rent accruing under the immediately prior term of the SLA. 6. COMMENCEMENT DATE. The Initial Term of the SLA for any Tower Facility shall commence on the date on which Tritel accepts the Site pursuant to Section 2.8 of this Agreement (the "Commencement Date"). 7. COMPLETION OF REAL ESTATE SERVICES ON NON-SPECTRASITE GREENFIELD SITES. Until formal written notification from Tritel, SpectraSite shall continue to perform fee based acquisition services on sites in the Birmingham not assigned to SpectraSite as a Tower Facility under this Schedule, such services to be performed pursuant to the terms of the Site Acquisition Services Agreement. 8. SCHEDULE. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. IN WITNESS WHEREOF, SpectraSite and Tritel have signed this Schedule as of the date and year below. TRITEL: SPECTRASITE: TRITEL COMMUNICATIONS, INC. SPECTRASITE COMMUNICATIONS, INC. By: By: -------------------------------- -------------------------------- Kenneth F. Harris Name: Director of Site Acquisition ------------------------------ And Property Administration Title: ----------------------------- Date: 8/3/99 Date: ------------------------------ ------------------------------ 70 EXHIBIT "A" TO SCHEDULE 3 TO ATTACHMENT VII OF MASTER LEASE BETWEEN SPECTRASITE AND TRITEL Agreed Upon BTS Sites and Rebate for Tritel -------------------------------------------
COMPLETION POINT AGREED UPON REBATE/ Site Number Site Name AS OF 7/29/99 RENTAL ABATEMENT VALUE - ----------- --------- 044-023-R10 Sicard Hollow In Redesign [CONFIDENTIAL TREATMENT REQUESTED] 044-044-000 Wooddale Milestone 3 [CONFIDENTIAL TREATMENT REQUESTED] 044-054-R10 Morgan Milestone 3 [CONFIDENTIAL TREATMENT REQUESTED] 044-068-R10 USX Milestone 2 [CONFIDENTIAL TREATMENT REQUESTED] 044-069-R10 Hueytown Milestone 3 [CONFIDENTIAL TREATMENT REQUESTED] 044-087-000 Collegeville Milestone 2 [CONFIDENTIAL TREATMENT REQUESTED] 044-135-R10 Longview Milestone 3 [CONFIDENTIAL TREATMENT REQUESTED] 044-139-R10 Alabaster Milestone 3 [CONFIDENTIAL TREATMENT REQUESTED] *Tritel to complete & assign lease -----------
71 EXHIBIT "B" MILESTONE PER SITE PRICING FOR REBATE/RENTAL ABATEMENT ON BTS SITES MILESTONE FEE/Rebate - --------- ---------- 1) DELIVERY OF SITE ID REPORTS TO TRITEL (UP TO 4 PER SEARCH RING) [CONFIDENTIAL TREATMENT REQUESTED] 2) DELIVERY OF SOR TO TRITEL ON PREFERRED SITE [CONFIDENTIAL TREATMENT REQUESTED] 3) DELIVERY OF LEASE TO TRITEL (EXECUTED BY LANDLORD) [CONFIDENTIAL TREATMENT REQUESTED] 4) ZONING COMPLETED OR STATEMENT OF NO ZONING REQUIRED* [CONFIDENTIAL TREATMENT REQUESTED] 5) NOTICE OF DELIVERED SITE [CONFIDENTIAL TREATMENT REQUESTED] ** TRITEL IS RESPONSIBLE FOR LEGAL FEES IF SUCH REPRESENTATION IS REQUIRED AT ZONING HEARINGS 72 ATTACHMENT "VIII" NOTICE OF COMPLETION OF TOWER FACILITIES Tritel - ----------------------------- - ----------------------------- - ----------------------------- ---------- Re: Notice of Completion of Tower Facilities ("Notice") for Site # _____ ("_________ Site") Dear _____________: On the ______ day of _________, ____ the Tower Facilities at the ________ Site were completed in accordance with the terms and conditions of the Master Lease between SpectraSite and Tritel. Pursuant to Paragraph 2.8 of the Master Lease, Tritel has a period of fifteen (15) days after the date of this Notice of Completion to provide a Punch List of items to be completed by SpectraSite in order to render the Tower Facilities completed in accordance with the Plans and Specifications in the opinion of Tritel. Sincerely, --------------------------------- 73 ATTACHMENT B AGREED UPON BTS SITES AND REBATE FOR TRITEL CHATTANOOGA
SITE NUMBER SITE NAME COMPLETION POINT AGREED UPON REBATE/ AS OF 2/25/99 RENTAL ABATEMENT VALUE 076-003-00A Bushtown Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-007-00A O-Grady Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-012-00A Godsey Ridge Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-027-00A Sugartown Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-028-00A Ft Ogelthorpe Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-0300R1 Rock Spring Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-034-00X Slygo Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-035-00X Trenton Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-036-00X Union Complete thru Milestone #4 [CONFIDENTIAL TREATMENT REQUESTED] 076-037-00X New Hope Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-050-0R1 Sale Creek Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 076-051-00X Graysville Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-052-00X Sentinel Hts (Dayton) Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 076-053-00A Short Tail Springs Complete thru Milestone #1 [CONFIDENTIAL TREATMENT REQUESTED] 102-008-00A Cedar Ridge Complete thru Milestone #2 [CONFIDENTIAL TREATMENT REQUESTED] 102-010-00X Chattsworth East Complete thru Milestone #3 [CONFIDENTIAL TREATMENT REQUESTED] 102-011-000 Mt. Rachel Complete thru Milestone #2 [CONFIDENTIAL TREATMENT REQUESTED] ------------- Dayton Boulevard No Reimbursement
74 ATTACHMENT A AGREED UPON BTS SITES AND REBATE FOR TRITEL KNOXVILLE SITE NUMBER SITE NAME AGREED UPON REBATE/ RENTAL ABATEMENT VALUE Wise Hill [CONFIDENTIAL TREATMENT REQUESTED] Westview [CONFIDENTIAL TREATMENT REQUESTED] Park City [CONFIDENTIAL TREATMENT REQUESTED] Presley Lake [CONFIDENTIAL TREATMENT REQUESTED] Oak Grove Heights [CONFIDENTIAL TREATMENT REQUESTED] Copper Ridge [CONFIDENTIAL TREATMENT REQUESTED] Stanley Road [CONFIDENTIAL TREATMENT REQUESTED] Bright Hope Church [CONFIDENTIAL TREATMENT REQUESTED] Rocky Hill [CONFIDENTIAL TREATMENT REQUESTED] Matlock [CONFIDENTIAL TREATMENT REQUESTED] Knob Creek [CONFIDENTIAL TREATMENT REQUESTED] Seymour [CONFIDENTIAL TREATMENT REQUESTED] Mill Creek [CONFIDENTIAL TREATMENT REQUESTED] Walden Creek [CONFIDENTIAL TREATMENT REQUESTED] Koontz Creek [CONFIDENTIAL TREATMENT REQUESTED] Hickory Valley [CONFIDENTIAL TREATMENT REQUESTED] Limestone Creek [CONFIDENTIAL TREATMENT REQUESTED] East Sevierville [CONFIDENTIAL TREATMENT REQUESTED] South Clinton [CONFIDENTIAL TREATMENT REQUESTED] State Road 168 [CONFIDENTIAL TREATMENT REQUESTED] Ford [CONFIDENTIAL TREATMENT REQUESTED] West Morristown [CONFIDENTIAL TREATMENT REQUESTED] Tellico Parkway [CONFIDENTIAL TREATMENT REQUESTED] Fox Hill [CONFIDENTIAL TREATMENT REQUESTED] Union Grove [CONFIDENTIAL TREATMENT REQUESTED] 75 EX-10.31 7 MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT Crown Contract Number: T016 MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT between CROWN COMMUNICATION INC., A DELAWARE CORPORATION, doing business in Arizona as Crown Communications New Mexico as CommCrown Inc. Colorado as Crown Communications North Carolina as Crown Delaware as Crown Communication Inc. Communication Inc. Florida as Crown Comm Inc. North Dakota as Crown Communications Indiana as CommCrown Inc. Ohio as Crown Communications Kentucky as Crown Communications Oklahoma as Crown Comm Inc. Louisiana as Crown Communication Inc. Pennsylvania as Crown Communications (of Delaware) South Carolina as Crown Michigan as Crown Communication Inc. Communication Inc. Mississippi as Crown Communication Inc. Tennessee as Crown Communications Nevada as Crown Communication Inc. Texas as Crown Comm, Inc. New Jersey as Crown Comm Inc. Utah as Crown Communication Inc. Virginia as Crown Communication Inc. West Virginia as Crown Communications and TRITEL COMMUNICATIONS, INC., A DELAWARE CORPORATION 1 MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT THIS MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT (the "Agreement" or "Master License") is made this ____ day of ___________________, 1999, between TRITEL COMMUNICATIONS, INC., a Delaware corporation, with its principal offices located at 112 East State Street, Suite B, Ridgeland, Mississippi 39157 ("TRITEL"), and CROWN COMMUNICATION INC., a Delaware corporation, (doing business in various jurisdictions as indicated on the cover page of this Agreement), with its principal offices located at 375 Southpointe Boulevard, Canonsburg, Pennsylvania 15317 ("CROWN"). W I T N E S S E T H: WHEREAS, CROWN owns or controls or will acquire real property on which it has or will be constructing communications facilities used for the installation of wireless communications equipment ("Crown Site"); WHEREAS, TRITEL is a wireless communications services provider that owns and operates communications facilities; WHEREAS, TRITEL desires to obtain the right to install and operate its equipment on communications facilities in service areas licensed by the Federal Communications Commission ("FCC") to TRITEL and its affiliates; and WHEREAS, TRITEL desires to contract with CROWN to provide build-to-suit and development services in accordance with the terms of this Agreement. NOW THEREFORE, for [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration including the mutual covenants contained herein, the legal receipt and sufficiency of which are hereby mutually acknowledged, the parties intend to be legally bound hereby and do agree as follows: I. GRANT, PRE-DEVELOPMENT SERVICES AND ASSIGNMENT I.A. GRANT. TRITEL grants CROWN the nonexclusive right to develop, construct and license those sites in TRITEL Markets which involve the construction of towers and related facilities ("Tower Sites" or "Sites") upon the terms and conditions of this Master License. CROWN acknowledges and agrees that the right to develop, construct and license the Tower Sites is not an exclusive right and that TRITEL may grant similar rights to other parties; however, TRITEL shall offer CROWN the opportunity to develop, construct and license the minimum number of Sites in accordance with the Schedules attached to Exhibit "C" to this Agreement. I.B. APPLICATION. 2 I.B.1 NOTICE. In the event that TRITEL identifies a Tower Site or search ring where it desires to place wireless communications equipment for its business operational purposes, and TRITEL intends to grant to CROWN the right to develop, construct and lease such Tower Site and license usage of such Tower Site to TRITEL, TRITEL shall give CROWN notice thereof as follows: I.B.1.a. NOTICE OF SEARCH RING. In the event that TRITEL has issued a search ring for the Tower Site, but has not obtained a lease, contract, option or other right to lease the property for the Tower Site, TRITEL shall notify CROWN in writing of the Parameters of the search ring for the Tower Site (the "Search Ring Notice"). I.B.1.b. NOTICE OF LEASE. In the event that TRITEL has obtained an option, lease, contract or other right to lease the property for the Tower Site, TRITEL shall notify CROWN in writing of and deliver to CROWN a complete copy of the lease, option, contract or other right to lease the property for the Tower Site (the "Lease Notice"). I.B.1.c. NOTICE OF BUILDING PERMIT. In the event that TRITEL has obtained a lease, contract, option or other right to lease property for a Tower Site and is preparing to apply for a building permit for the Tower Site, TRITEL shall notify CROWN in writing, at least ten (10) days before the date that TRITEL intends to make application for a building permit for Tower Site (the "Building Permit Notice") (the Search Ring Notice, the Lease Notice and the Building Permit Notice shall be collectively referred to as the "Notice of Tower Site"). I.B.1.d. OBLIGATION TO GIVE NOTICE. Notwithstanding paragraphs I.B.1.a, b, and c, TRITEL shall not be obligated to provide CROWN the Notice of Tower Site until ten (10) days prior to the date that TRITEL intends to make application for a building permit for the Tower Site, provided however, TRITEL may elect to provide CROWN Notice of the Tower Site pursuant to I.B.1.a. or I.B.1.b. above. I.B.2 ACCEPTANCE OR REJECTION OF TOWER SITE. CROWN shall have a period of twenty (20) days (the "Application Period") from the date of receipt of the Notice of Tower Site to accept (in the event of acceptance, the "Notice of Acceptance") or reject in writing any such Tower Site because of any characteristics associated with the Tower Site which would in the reasonable opinion of CROWN adversely impact CROWN's development or ownership of the Tower Site. In the event that CROWN fails to provide TRITEL with written notice of either CROWN's acceptance or rejection of the Tower Site within this twenty (20) day period, CROWN shall be deemed to have rejected such Tower Site. In the event that CROWN rejects any Tower Site, CROWN shall have no right to require an assignment of the Prime Lease or obligation to develop the Tower Site and TRITEL shall have no further obligation to CROWN in regards to the Tower Site under the terms of the Agreement. Notwithstanding the foregoing, the parties acknowledge that some of the Notices of Tower Sites may include Tower Sites that CROWN may conditionally accept and attempt to obtain further Governmental Approvals (as defined in Section I.F.) in order to develop and construct those Tower Sites to CROWN's needs, i.e., developing a multi-carrier, co-locatable Tower Site. Such conditional approval includes CROWN's right to thereafter reject the Tower Site because of CROWN's inability to obtain additional Governmental Approvals to so develop 3 the Tower Site subject to any terms or provisions which may be in the Schedules attached to Exhibit "C". I.C. DUE DILIGENCE. During the (i) Application Period; and (ii) period between the Application Period and the Commencement Date of the applicable SLA, in the event that CROWN provides TRITEL with a Notice of Acceptance upon the Tower Site; and (iii) term of the applicable SLA, provided that CROWN has assumed the Prime Lease, if applicable, and entered into a SLA with TRITEL, TRITEL shall make available to CROWN such information as CROWN may reasonably require about the Tower Site, which information shall include, but shall not be limited to: (a) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been obtained or for which TRITEL has made application; (b) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Site; (c) the geotechnical report for the Site which has been commissioned by TRITEL, if commissioned by TRITEL; (d) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site and the Easements; and (e) the environmental assessments including phase I reports and any reports relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act ("NEPA") requirements and any other information which may have been produced regarding the environmental condition of the Site, the Easements or neighboring real property. TRITEL shall cooperate with CROWN in making reasonable modifications to the foregoing information at the request of CROWN. I.D. ASSIGNMENT AND ASSUMPTION OF PRIME LEASE. In the event that CROWN accepts the Tower Site for development pursuant to section I.B.2 of this Agreement, and TRITEL has entered a Prime Lease with the Prime Lessor, TRITEL shall assign to CROWN, and CROWN shall assume and agree to be bound by, the Prime Lease, together with the Easements to the Site pursuant to the Assignment and the relationship of CROWN and TRITEL with regard to the Tower Site shall thereafter be governed by this Agreement. The form of the Assignment by which TRITEL assigns the Prime Lease and any Easements to CROWN shall be substantially the same form as that which is attached hereto as Exhibit "A". The Assignment shall be executed by TRITEL and CROWN in three (3) counterpart originals, and one original execution copy shall be delivered to TRITEL and two (2) original execution copies shall be delivered to CROWN within ten (10) days of the Notice of Acceptance. In addition thereto, CROWN and TRITEL shall execute a Memorandum of Assignment in substantially the form of Exhibit "B" to be recorded in the office of the property records in the County where the Site is located. The Memorandum of Assignment shall be executed and delivered to CROWN within ten (10) days of the Notice of Acceptance. CROWN shall record the Assignment prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Site is located. In addition thereto, CROWN shall exercise its best efforts to obtain from the Prime Lessor a release of TRITEL from all liabilities under the Prime Lease, such best efforts being accomplished by providing the Prime Lessor with the form of the Estoppel Certificate attached hereto as Exhibit "G" and requesting its execution. If the Prime Lessor refuses to execute such Estoppel Certificate, then CROWN agrees to indemnify and hold harmless TRITEL from any assertions made by the Prime Lessor against TRITEL as a result of the breach of any underlying agreement obligations. Furthermore, 4 CROWN shall and hereby agrees to hold TRITEL harmless and indemnify TRITEL from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by TRITEL by reason of any act or omission of CROWN under the Prime Lease, including without limitation, any default under the Prime Lease. TRITEL shall hereby agree to hold CROWN harmless and indemnify CROWN from any or all claims, losses, objections, damages, costs or expenses suffered, threatened, or incurred by CROWN by reason of any act or omission of TRITEL under the Prime Lease which occurred or accrued prior to the Assignment. I.E. COMPLETION OF PRE-DEVELOPMENT WORK. I.E.1 In the event that CROWN accepts the Tower Site prior to the entry of a Prime Lease pursuant to the issuance of a Search Ring Notice, CROWN shall respond to each Search Ring Notice within thirty (30) days of its receipt by identifying up to three (3) potential sites reasonably consistent with the requirements of the Search Ring Notice. Within ten (10) business days of CROWN's submission to TRITEL of the three candidates for the Tower Site, TRITEL shall test and/or review the preferred candidate or candidates for the Tower Site and give CROWN notice whether the candidate(s) is or are satisfactory to fulfill the conditions of the Search Ring Notice and to satisfy TRITEL's conditions and criteria for the construction of its wireless communications network. In the event that TRITEL elects to accept one of the candidates for the Tower Site, TRITEL shall give CROWN notice that TRITEL accepts the Tower Site ("Preliminary Site Acceptance") and that within ten (10) days of CROWN's receipt of the notice that TRITEL has preliminarily accepted the Tower Site, CROWN shall commence obtaining all Pre-Development Information pursuant to Sections I.E. and I.F. CROWN shall deliver a copy of a completely executed, complete and duly authorized lease with the Prime Lessor within thirty (30) days of the Preliminary Site Acceptance. I.E.2 In the event that CROWN accepts the Tower Site prior to the time that a building permit has been issued for the Tower Site, CROWN shall obtain and be responsible and liable for the completion of all matters necessary to complete the construction of the Tower Facilities upon the Tower Site, including without limitation: (a) obtaining preliminary Federal Aviation Administration ("FAA") aeronautical evaluations for the Tower Site; (b) obtaining the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Tower Site; (c) obtaining the geotechnical report for the Tower Site; (d) obtaining a title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information which may have been produced regarding the marketability of title and title to the Tower Site and the Easements; and, (e) obtaining environmental assessments including phase I reports and a report relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information, documents, permits or items which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Tower Site (collectively the "Pre-Development Information"). CROWN shall complete, make available to and deliver to TRITEL copies of all of the Pre-Development Information prior to the execution of a SLA, in accordance with the time frames outlined in Exhibit "C". The completion and delivery of the Pre-Development Information shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by CROWN or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not 5 caused or contributed to by CROWN, or other unavoidable casualties or similar causes beyond reasonable control of CROWN or CROWN's agents. I.F. ZONING AND GOVERNMENTAL APPROVALS. CROWN acknowledges that TRITEL may desire to be involved in the zoning and governmental approval process for any Tower Site for which it is necessary to obtain any zoning or governmental approvals, permits, variances, or other action from any federal, state or local governmental body or entity ("Governmental Approvals") for the Tower Site and for those Tower Sites that CROWN has accepted prior to the issuance of such Government Approvals, where reasonably practicable and where CROWN has not entered into a lease or license with any other carrier for the use of the Tower Site. As such, the parties agree that if TRITEL desires to be involved in such approval process, then it shall provide CROWN with notice that it intends to be so involved; however, TRITEL recognizes that CROWN shall be the lead advocate in obtaining such approvals and coordinate its advocacy with TRITEL in a manner that will not cause adversity to TRITEL's business reputation. Although CROWN shall maintain the lead advocacy role, CROWN agrees to coordinate the following matters with TRITEL prior to their applicable uses: (i) any application, motion, appeal or action ("Government Application") for such Government Approvals; and (ii) any presentations, witnesses, evidence, materials or reproduced works, or similar items, matters or parties which CROWN intends to utilize or present for or to any person, entity, body or commission for such Governmental Approval; and (iii) TRITEL's request to hire or use any witnesses, attorneys, consultants, lobbyists, public relations consultants, or parties which TRITEL deems reasonably necessary to obtain the Governmental Approval. If it is determined that TRITEL's participation or approved requests will increase the cost of obtaining such Governmental Approvals, then TRITEL shall pay and be liable for that added expense (the addition of which shall be documented by CROWN). In the event that CROWN has not entered into a lease or license with any other carrier for the usage of the Tower upon the Tower Site, TRITEL shall have the right at any time to withdraw, dismiss, terminate or otherwise cease any process, hearing or proceeding upon or regarding a Government Application. In the event that there is another carrier which has entered into a lease or license for space upon the Tower Facility and it is not necessary for the Government Approval to have more than one (1) carrier located upon the Tower Facility, and TRITEL desires to withdraw from the Government application, upon these terms and conditions, TRITEL may withdraw from the Government Application and shall have no further obligation to CROWN regarding the Applicable Tower Site. Notwithstanding the foregoing, CROWN may proceed with the Government Application, provided however, in the event that CROWN elects to proceed with the Government Application, TRITEL shall have no further obligation to CROWN in regards to the Government Application, the SLA or this Agreement. In the event that TRITEL desires to terminate, dismiss, withdraw or otherwise cease any process, hearing, or proceeding upon or regarding a Government Application and in the reasonable opinion of CROWN and CROWN s counsel (in writing) such Government application could have been approved and CROWN does not proceed with the Government Application as provided above or otherwise construct a tower or similar 6 facility upon the SITE, TRITEL shall reimburse CROWN for all fees and expenses incurred in connection with the Government Applications and the Pre-Development Costs. I.G. DEFICIENCIES IN PRE-DEVELOPMENT INFORMATION. Within fifteen (15) days following CROWN's delivery of all the Pre-Development Information, the Plans and Specifications and the Governmental Approval, as hereinafter defined, TRITEL may refuse to execute and reject a SLA on any Tower Site because of any deficiency in the Pre-Development Information or any deficiencies which are disclosed in the Pre-Development Information (which TRITEL did not obtain or prepare), including without limitation: (a) exceptions to the title of the Site or the Easements; (b) deficiencies in the Plans and Specifications; (c) deficiencies in the geotechnical analysis or environmental assessments for the Site or any deficiencies regarding the condition of the Site; (d) deficiencies in any requirements under the NEPA; (e) any deficiency in the SLA; or, (f) any deficiency in the Prime Lease or the due authorization thereof; or (g) any deficiency in the Governmental Approvals. In the event that TRITEL refuses to execute or rejects the SLA, TRITEL shall have no obligation to execute a SLA or obligation to CROWN under this Master License in regards to the Tower Site. Notwithstanding the foregoing, CROWN shall give TRITEL notice of any deficiency in the Pre-Development Information and shall have twenty (20) days from the date of such notice to cure, correct or otherwise modify such deficiency in the Pre-Development Information. In the event that CROWN does not cure such deficiency to the reasonable satisfaction of TRITEL, TRITEL refuses to execute or rejects the SLA, and CROWN does not construct a Tower upon the Tower Site, then TRITEL shall reimburse CROWN up to one-half of the Pre-Development Costs (hereinafter defined) which accrued, or were incurred prior to CROWN's notice of or knowledge of such deficiency in the Pre-Development Information, pursuant to the schedule of costs and milestones in Exhibit "C". I.H. PRE-DEVELOPMENT COSTS. CROWN shall reimburse TRITEL for the Pre-Development Costs as specified in Exhibit "C." I.I. NOTICE TO PROCEED AND CLOSE-OUT PACKAGE. Upon completion of necessary site acquisition tasks, as described in this Section I, CROWN will issue a notice to proceed (herein "Notice to Proceed") to TRITEL indicating that construction is ready to commence. TRITEL by accepting, executing and returning to CROWN the Notice to Proceed shall evidence its interest in executing a SLA for the particular Site. CROWN will also provide a Close-Out Package that represents the development of the Site and site acquisition associated with completing the Site for TRITEL's use. The Close-Out Package shall be due to TRITEL upon TRITEL's activation of its antennas at the Site in TRITEL's regular course of business (not upon testing). The following is a summary of documents to be delivered by CROWN to TRITEL in the Close-Out Package: o A copy of the Search Proposal relating to the Site. o Description of potential sites identified by CROWN in each search area. o Summaries of any title work acquired or an underlying lease, deed or contract that govern TRITEL's or CROWN's use of the Site and copies of any and all documents, instruments or agreements which were executed and if recorded being stamped or 7 otherwise evidencing that same was filed in the land records of the appropriate jurisdiction and that any other action was taken which was necessary to remove the title exception from the Site o Instruments showing the due authorization of the Prime Lease by the Prime Lessor o In the event that the Prime Lessor is not an individual, copies of the bylaws, corporate charter, partnership agreement, certificate of partnership, articles of organization, membership agreement, trust agreement or similar documents, whichever may be applicable, and a certificate of existence from the state of formation of the Prime Lessor dated within thirty (30) days of the date of the Prime Lease o NEPA Checklist showing no action items under NEPA requirements o "Phase I" Environmental Assessment performed at the Site o Copies of all FAA approvals for the Site o News articles concerning development of the Site, if found or known by CROWN. o A copy of an original document that grants to CROWN an interest in the Site at the property and, if applicable, a memorandum of said document, either such document or memorandum being stamped or otherwise evidencing that same was filed in the land records of the appropriate jurisdiction and that any other action was taken which was necessary to perfect CROWN's interest in the Site. o A copy of an original document that grants to CROWN an interest in any and all Easements to the real property at the Site, stamped or otherwise evidencing that same was filed in the land records of the appropriate jurisdiction and that any other action was taken which was necessary to perfect CROWN's interest in the Easements. o A copy of a memorandum of Site License stamped or otherwise evidencing that same was filed in the land records of the appropriate jurisdiction and that any other action was taken which was necessary to perfect TRITEL's interest in the Site. o Materials, studies, correspondence (including e-mail), analyses, drawings, and specifications used as evidence to support permits granted for the Site or created for TRITEL by third parties. o A copy of the executed SLA authorizing TRITEL to use the Site and any landlord consents and/or estoppel certificates, if applicable. o Survey of the Site o Plans and specifications for the Tower and TRITEL's Equipment to be located upon the Site I.J. AGREEMENT NOT EXCLUSIVE. CROWN acknowledges and agrees that the right to perform site development services and build-to-suit and construction services under this Agreement is not an exclusive right and that TRITEL may grant similar rights to other parties and such grants and agreements shall not be a violation of or default under this Agreement. However, the parties acknowledge that once the Notice of Tower Site is issued by TRITEL to CROWN, then that particular search ring area shall become exclusive to CROWN until CROWN rejects such Site, defaults under the term of 8 this Agreement or TRITEL or CROWN is otherwise entitled to reject such SLA under the terms of this Agreement. II. MASTER LICENSE AGREEMENT II.A. SITE LICENSE. II.A.1 Each location for which TRITEL issues a Preliminary Site Acceptance or an Assignment of Lease, CROWN shall prepare, and the parties will execute, a Site License Acknowledgment ("SLA" or "Site License") in the form attached hereto as Exhibit "D" describing the specific location, description and size of that portion of the Site designated for TRITEL's use. Such execution shall occur within fifteen (15) days of submission of all of the Pre-Development Information and all zoning and other Governmental Approvals to TRITEL by CROWN, but in any event not before all time periods have elapsed for TRITEL and/or CROWN to review and/or object to any and all Pre-Development Information, Governmental Approvals and/or the Plans and Specifications. Upon such execution, CROWN shall, and hereby does license to TRITEL, and agree to allow TRITEL to use, the Site upon the terms and conditions of this Agreement and the SLA. The terms of this Agreement shall be incorporated in each Site License as if stated therein. The use of the Site authorized to TRITEL in each Site-specific SLA is referred to herein as the "TRITEL Premises." The term "TRITEL Premises" shall also include and mean TRITEL's space upon the Tower, TRITEL's ground space at the Site for the location of a cabinet or shelter (the "Ground Space"), all cables, wires, conduit, etc., connecting to and from TRITEL's Equipment upon the Tower and to and from TRITEL's Equipment upon the Ground Space, and the non-exclusive right of TRITEL to use any and all Easements. The terms and conditions of this Agreement shall become a part of and incorporated into each SLA and the use of the TRITEL Premises shall be subject to this Agreement except with regard to information that is Site-specific. The terms and conditions of the SLA shall become effective and be part of this Agreement upon its execution by both CROWN and TRITEL. The parties acknowledge and agree that, notwithstanding any other language in this Agreement to the contrary, TRITEL's use of a Site pursuant to this Agreement does not constitute or convey an interest in real estate to TRITEL, nor does it convey an interest in improvements at the Site, or of appurtenant property rights of CROWN. The relationship between CROWN and TRITEL is not one of tenancy and no interest in real estate has been or will be created. This Master License and each SLA is a license for a period of years and this Master License and each SLA shall not be terminable at will and may only be terminated upon the terms and conditions under this Master License or the applicable SLA. II.A.2.i CROWN covenants that it shall not commit any act which would result in a default, non-renewal or nonconformance of the Prime Lease. The SLA shall be subject to the continued existence and enforceability of the Prime Lease, provided, however, any termination or expiration of the Prime Lease which occurs as a result of any default, non-renewal or non-conformance by CROWN under the terms of the Prime Lease, shall be construed as an event of default under the terms of the SLA. II.A.2.ii In the event that the Prime Lease requires the Prime Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that CROWN obtains such consent. The form and content of such consent shall be subject to TRITEL's approval, not to be unreasonably withheld, delayed or conditioned. 9 II.A.2.iii In the event that the Prime Lease expires or terminates (provided, however, that this provision does not waive any requirement for CROWN to maintain the Prime Lease in full force and effect) and CROWN is unable to relocate the Tower Facilities to another location suitable for TRITEL's use, such relocation to be at CROWN's sole expense, then CROWN shall grant to TRITEL the option to purchase the Tower Facilities (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.) and enter into negotiations with the Prime Lessor for continued operation at the Site. Such purchase price shall be no less then the current market value of the Tower Facilities. II.A.2.iv CROWN agrees to exercise its best efforts to obtain and deliver a non-disturbance and attornment agreement and estoppel certificate (the "Estoppel Certificate") with the Prime Lessor, in the form of the estoppel certificate attached hereto as Exhibit "G", the terms and conditions of such Estoppel Certificate shall be reasonably acceptable to TRITEL, which Estoppel Certificate shall provide for TRITEL's continued possession of the TRITEL Premises under the applicable SLA in the event that the Prime Lease is terminated. This provision shall not imply that TRITEL consents to the expiration or termination of the Prime Lease by CROWN or waives any event of default such expiration or termination may create. II.B. USE. This Agreement authorizes the installation, operation and maintenance of unmanned radio communications, wireless or telecommunications equipment consistent with the terms of this Agreement, the applicable SLA, including but not limited to Exhibit 5 thereto, and any rules or regulations applicable to the designated TRITEL Premises. TRITEL's use of any Site is limited by this Agreement to the use of: (a) the space upon the Tower Facilities; (b) the Ground Space; (c) the conduit, cable, wiring, etc. to and from the Tower Facilities and to and from the Ground Space; and, (d) the Easements. TRITEL shall not install any other equipment upon the TRITEL Premises, except the equipment described in the SLA, without the prior written consent of CROWN, which consent shall not be unreasonably withheld, delayed or conditioned. It is understood that TRITEL shall have the right at each and every Site, subject to compliance with the terms of this Agreement, to replace the equipment described in a SLA with similar and comparable equipment so long as: (a) there is no greater wind loading, structural loading, size, weight or height; and, (b) the equipment operates at the frequency or range of frequencies designated in the applicable SLA, or at the frequency or range of frequencies identified in TRITEL's current FCC licenses or successor licenses thereto, for the transmission of wireless communications signals at that given Site. It is understood that any such replacement equipment must be frequency compatible with then existing uses of the Site and that any change in frequency shall not interfere with the then existing equipment upon the Site. (The equipment located upon the Tower Facilities as described in the SLA is referred to herein as the "Tower Attachments"). TRITEL must, at TRITEL's sole expense, comply with all laws, orders, ordinances, regulations and directives of applicable federal, state, county and municipal authorities or regulatory agencies including, without limitation, the FCC and the FAA at all Sites. CROWN agrees to cooperate with TRITEL, at TRITEL's expense, in executing such documents or applications required in order for TRITEL to obtain such licenses, permits or other governmental approval needed for TRITEL's permitted use of the Site. Notwithstanding the foregoing, CROWN shall obtain municipal permits necessary for the construction of 10 communications facilities at a Site in accordance with the terms of this Agreement. TRITEL will maintain its equipment at each Site in a reasonable condition, in compliance with FCC and FAA regulations. II.C. TERM. Each SLA pertaining to a Crown Site shall be in effect for an initial term of sixty-four months from the Commencement Date. The term of each particular SLA shall automatically be extended for up to four (4) additional five (5) year terms unless TRITEL terminates a SLA at the end of the then-current term by giving CROWN written notice of the intent to terminate at least six (6) months prior to the end of the then-current term. Notwithstanding the foregoing, if Crown should own or control the Site pursuant to an agreement with a third party ("Prime Lease") that expires or is terminated by its terms before the expiration or termination of an SLA or other authorization provided to TRITEL under this Agreement, then TRITEL's right to use the Site shall expire one day prior to the Prime Lease termination date, provided, however, any termination, non-renewal or expiration of the Prime Lease which occurs as a result of any default, non-renewal or non-conformance by CROWN under the terms of the Prime Lease shall constitute an event of default under the terms of the SLA pursuant to Section II.A.2.i. Any Prime Lease shall be attached to the applicable SLA as Exhibit 4 thereof. II.D. FEES. II.D.1 COMMENCEMENT OF MONTHLY FEES. For each Site, TRITEL shall pay a monthly fee in advance, beginning on the date defined and described in Exhibit "C", and continuing every calendar month thereafter for the term of the SLA as may be extended. The Commencement Date for each SLA shall be as defined in Exhibit "C" to this Agreement (the "Commencement Date"). II.D.2 PAYMENT OF FEES. Payments shall be made to CROWN when due, or to such other person or entity as CROWN may from time to time designate in writing at least thirty (30) days in advance of the due date of any fee payment. TRITEL shall exercise its best efforts to mark each payment with the SLA Site Identification Number. II.D.3 AMOUNT OF MONTHLY FEES, ESCALATIONS. The monthly fee for each SLA beginning on the Commencement Date shall be as defined in Exhibit "C". II.E. TAXES AND ASSESSMENTS. TRITEL shall pay any increase in taxes or other assessment which are directly attributed to the placement of TRITEL's Equipment upon the TRITEL Premises, including, but not limited to, real estate taxes, levied subsequent to the Commencement Date against the Site as a result of the placement of TRITEL's Equipment upon the Site. CROWN will provide reasonable documentation of real estate taxes or assessments attributable to the improvements, or portions thereof, that are constructed or installed by or on behalf of TRITEL. 11 II.F. INTEREST. Any fee, whether a monthly fee or an additional fee, that is not paid within ten (10) days of receipt of written notice by TRITEL from CROWN of a failure to pay, may, at CROWN's option, bear interest until paid at the lesser of the rate of [CONFIDENTIAL TREATMENT REQUESTED] per annum or the maximum rate allowed under the laws of the jurisdiction in which the Site is located. If CROWN has sent more than three notices to TRITEL in any calendar year, then subsequent payments in that calendar year which are late will be deemed late and CROWN may claim TRITEL to be in default of this Agreement. II.G. ACCESS. Unless otherwise restricted in accordance with any terms or conditions of the Prime Lease, TRITEL shall have free access during the term of a SLA to a Site twenty-four (24) hours per day, seven (7) days per week. TRITEL acknowledges that the privilege of access is not a Site right and is subject to any restrictions in this Agreement and in reasonable rules and regulation related hereto. TRITEL's access to any Site and the TRITEL Premises will be subject to compliance with all applicable Federal, State or Local safety regulations. Only authorized engineers, employees, agents or properly authorized contractors of TRITEL or persons under their direct supervision ("TRITEL Personnel") will be permitted to enter a Site. In the event of TRITEL Personnel who are performing services or work upon a Site, such TRITEL Personnel shall have in place insurance that is in form and substance reasonably satisfactory to CROWN as provided herein. CROWN will retain ownership of all buildings, fixtures and appurtenances that CROWN installs at any Site, except for TRITEL's Equipment. TRITEL covenants that the removal of any of TRITEL's Equipment performed by TRITEL Personnel and not performed by CROWN will not adversely affect the integrity of any structures, or the condition of the access route, or violate any obligations of CROWN under terms or conditions applicable to the Site, including the SLA. II.H. IMPROVEMENTS TO TRITEL PREMISES. II.H.1 TRITEL has the right, at TRITEL's sole cost and expense, to erect, maintain, and operate at the Site only that communications equipment specified in the SLA. TRITEL shall require the permission of CROWN at each Site to replace its equipment described in a SLA, which permission shall not be unreasonably withheld, delayed or conditioned. Replacement modifications shall be made by TRITEL: (a) within the TRITEL Premises, (b) to cause no greater wind loading, structural loading, size, weight or height than TRITEL's installation as approved in the SLA, and (c) so that the equipment operates as authorized under TRITEL's then-current FCC Licenses and (d) so that the equipment does not create material interference with any then existing users of the Tower which users have a contractual agreement with CROWN for the use of the Tower and the Site. Prior to commencing any installation or alteration of equipment or improvements at a Site (other than the initial installation authorized under the SLA), TRITEL must obtain CROWN's approval of TRITEL's plans for the work and CROWN's approval of the identity and insurance of any contractor that designs or performs an installation or alteration, or accesses the Site, such approval not to be unreasonably withheld, delayed or conditioned. II.I. CROWN'S RIGHT TO CURE DAMAGE. In the event any construction, maintenance, replacement or operation performed by TRITEL or its designee (which is not performed by CROWN or its designee) materially damages CROWN's 12 equipment, or any other third-party's equipment, at the Site, CROWN may make the repairs and the reasonable costs thereof shall be payable to CROWN by TRITEL within thirty (30) days of written notice thereof. II.J. TRITEL LIENS. TRITEL must keep the Site free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of TRITEL. If any lien is filed against CROWN'S ownership interest in a Site as a result of the acts or omissions of TRITEL's employees, agents or contractors, TRITEL must discharge or provide a bond or letter of credit for the lien within thirty (30) days after TRITEL receives written notice from CROWN, that CROWN requests that the lien be discharged or provide satisfactory evidence to CROWN that it is contesting the lien in good faith. If TRITEL fails to discharge any lien within such period, then, in addition to any other right or remedy of CROWN, CROWN may, at it's election, discharge the lien by paying the amount claimed to be due, or by obtaining the discharge by deposit with a court or a title company, or by posting adequate bond. TRITEL must pay on demand any reasonable amount paid by CROWN for the discharge or satisfaction of any lien, and all reasonable attorneys' fees and other reasonable legal expenses of CROWN incurred in defending any such action or in obtaining the discharge of such lien, together with all necessary and reasonable disbursements in connection therewith. II.K. CROWN LIENS. CROWN shall keep the Tower Facilities free of all involuntary liens and claims, including without limitation, liens and claims: (a) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or claims arising from taxes or assessments, except for liens for taxes or assessments which are not yet due and payable; or, (c) liens or claims which may impair TRITEL's interest. Notwithstanding the foregoing, CROWN may encumber the Tower Facilities with a lien or mortgage as surety for construction or permanent financing. II.L. INTERFERENCE. TRITEL acknowledges that CROWN is not a licensee of the FCC for purposes of regulatory compliance of TRITEL Equipment at the Site, and that TRITEL shall take full responsibility for registration, notice and renewal requirements of the FCC pertaining to TRITEL Equipment, if any, and shall not rely on CROWN to perform any such regulatory obligations related to the TRITEL Equipment except as expressly agreed to in this Agreement. TRITEL agrees to have installed transmitting and receiving equipment of the type and frequency which will not cause measurable interference as defined by the FCC to any Present User of a communications facility at the Site whose equipment is properly tuned and operating. A "Present User" shall be defined as a telecommunications provider licensed by the FCC which is located on the Tower Facility at the Site and has entered into a written contractual agreement with CROWN for the occupancy of space upon the Tower Facility as of the Commencement Date of each SLA and is specifically identified in the SLA. In the event that TRITEL's equipment causes measurable interference with any Present User whose equipment is properly tuned and operating, TRITEL shall take all steps necessary to correct and eliminate the interference within forty-eight (48) hours of the notice of such interference by CROWN via facsimile, or via another notice defined in this Agreement, to TRITEL's Director of Network Engineering. CROWN agrees that any future 13 users of the Site will have installed transmitting and receiving equipment of the type and frequency which will not cause measurable interference to TRITEL. If any user of the Site causes measurable interference to TRITEL, CROWN shall cure that measurable interference within forty-eight (48) hours of written notice (which may be telecopier notice in addition to any other forms of notice under this Agreement) from TRITEL. TRITEL will reasonably cooperate with CROWN and any user to help eliminate Measurable Interference provided that reasonable cooperation shall include the expenditure of time and not the expenditure of money. II.M. INDEMNIFICATION. TRITEL shall defend, indemnify and hold CROWN and all subsidiary companies and affiliates, harmless against any claim of liability or loss from bodily injury and/or property damage resulting from or arising out of TRITEL's use of or access to any Site, including but not limited to any claim of liability or loss associated with any Environmental Hazards as defined in this Agreement, by TRITEL, its subcontractors, servants or agents, excepting, however, to the extent such claims or damages may be caused by the gross negligence or willful misconduct of CROWN, its subcontractors, contractors, employees, officers, directors, representatives or agents. If CROWN is made a party to or threatened with any claim or litigation commenced against third parties by TRITEL or brought by third parties against TRITEL, then TRITEL shall protect and hold CROWN harmless and pay all costs, penalties, charges, damages, expenses and reasonable attorneys' fees incurred or paid by CROWN in connection therewith. TRITEL furthermore agrees to hold harmless CROWN from any claims of TRITEL, it agents, assigns, subsidiaries or affiliates, arising out of the acts or omissions of TRITEL's invitees at any Site. With regard to said defense and indemnification, CROWN may choose, upon sixty (60) days written notice to TRITEL, to maintain separate legal counsel for its defense at TRITEL's cost (which cost shall be reasonable) in lieu of representation by TRITEL. CROWN shall indemnify and hold TRITEL and all subsidiary companies and affiliates harmless against any claim of liability or loss from bodily injury and/or property damage resulting from or arising out of CROWN's interest in, use, management or licensing or leasing of the Site, including but not limited to any claim of liability or loss associated with any Environmental Hazards as defined in this Agreement, excepting, however, except to the extent such claims or damages may be due to or caused by the gross negligence or willful misconduct of TRITEL, or its subcontractors, servants or agents. If TRITEL is made a party to or threatened with any claim or litigation commenced by or against CROWN for any of the above reasons, then CROWN shall protect and hold TRITEL harmless and pay all costs, penalties, charges, damages, expenses and reasonable attorneys' fees incurred or paid by TRITEL in connection therewith. CROWN furthermore agrees to indemnify, defend and hold harmless TRITEL as a result of construction or operation by CROWN's invitees if CROWN fails to enforce its agreements with such invitee or otherwise pursue its rights or fails to impose upon and enforce standard industry practices with respect to such invitees. With regard to said defense and indemnification, TRITEL may choose upon sixty (60) days written notice to CROWN, to maintain separate legal counsel for its defense at CROWN's cost (which cost s hall be reasonable) in lieu of representation by CROWN. II.N. INSURANCE. CROWN and TRITEL shall each maintain at their expense throughout the term of this Agreement, "All Risk" property insurance which insures in the case of CROWN, the Tower 14 Facilities and the Site, and in the case of TRITEL, the TRITEL Equipment, for its full replacement cost. CROWN and TRITEL shall each maintain at their expense throughout the term of this Agreement and each SLA, comprehensive general liability insurance with a combined single limit of five million dollars ($5,000,000.00) for bodily injury and property damage. Coverage shall include Independent Contractors Liability. Such coverage may be met in part by excess coverage insurance as reasonably approved by CROWN or TRITEL as may be applicable. At execution of this Agreement, each party shall provide to the other a certificate of insurance evidencing the other party as an additional insured and which shall contain a provision for thirty (30) day notice to the other party of cancellation or material change. Each party shall also maintain Auto Liability insurance in an amount no less than one million dollars ($1,000,000.00) combined single limit for bodily injury and/or property damage. Each party must also maintain statutory Workers' Compensation Insurance and Employee's Liability for the statutory limit but in no event less than one million dollars ($1,000,000.00). The amount of the insurance limits identified above shall be increased on every fifth anniversary of the date of this Agreement in accordance with then existing industry standards. All insurers must be licensed to do business in the jurisdiction where the respective Sites are located. The provision of insurance required in this Agreement shall not be construed to limit or otherwise affect the liability of the parties to each other hereunder. Except as restricted by applicable workers' compensation laws, the parties hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damages to the TRITEL Premises or Site resulting from any fire, or other casualty of the kind covered by standard fire and casualty insurance policies, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the parties, or either of them provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies. TRITEL and CROWN shall each obtain a waiver of subrogation from their respective insurance companies in which said insurance companies also waive their respective rights to recover. II.O. SURRENDER OF PREMISES. Upon termination or expiration of this Agreement or an SLA, TRITEL shall, within forty-five (45) business days remove all installations and improvements made by TRITEL to the Site (or Sites), including but not limited to any equipment shelter installed at the Site. TRITEL shall restore the TRITEL Premises to its original condition, reasonable wear and tear, casualties and permanent fixtures such as pads and utilities excepted, within forty-five (45) days of expiration or termination of the SLA or Agreement. If such time for removal causes TRITEL to remain on the Site after termination of this Agreement or the applicable SLA through no fault of or cause by TRITEL, the monthly fee shall be increased to one and one-half times the then-existing fee until such time as the removal of all equipment is completed. Nothing in this provision shall be construed as providing TRITEL the right to hold over. II.P. COVENANTS AND WARRANTIES. II.P.1 CROWN. CROWN warrants, with respect to each particular SLA that: 15 a: CROWN holds good and marketable title to its interest in the Site, the Easements, and the Tower Facilities including, but not limited to, an interest in the land on which the Site is located, has a right of access thereto, and has the authority to issues a valid SLA to TRITEL; b: CROWN will not permit or suffer the installation and existence of any other improvement upon a Site if such improvement materially interferes with the transmission or reception by TRITEL's authorized communications equipment from a TRITEL Premises; c: With regard to Sites at which Tower Facilities have been built by CROWN, a Phase I environmental survey has been completed at the Site, which survey shall be provided to TRITEL and, based on the representations therein, CROWN has no knowledge of any Environmental Hazards as defined herein or the violation of any Environmental Laws and CROWN has received no other information or notice which would indicate the presence of Environmental Hazards upon CROWN Site or the violation of any Environmental Laws in connection with CROWN Site; and, d: CROWN will keep, at CROWN's expense, the Tower Facilities and Site for which TRITEL has executed an SLA in good repair and in as good a condition as such Site is required to be maintained by the Prime Lease and as required by law and applicable federal, state and local (and any other applicable) laws, rules, orders, codes and regulations, and said Tower Facility shall comply with rules and regulations enforced by the FCC and FAA with regard to the lighting, marking and painting. II.P.2 TRITEL. TRITEL warrants, with respect to each particular SLA that: a: TRITEL will maintain the antennas, transmission lines and other appurtenances in proper operating condition and maintain same as to appearance and safety common to the industry; and, b: All installations and operations by TRITEL in connection with this Agreement shall meet with all applicable rules and regulations of the FCC and all applicable state and local codes and regulations. CROWN specifically assumes no responsibility for the licensing, operation and/or maintenance of TRITEL's radio equipment, except to the extent that CROWN installs or repairs such radio equipment upon the Tower Facilities. II.Q. CASUALTY. If there is a casualty to a structure on any Site on which TRITEL Equipment is located, CROWN must within ninety (90) days of said casualty repair or restore the structure. Upon completion of such repair or restoration, TRITEL is entitled to reinstall TRITEL's communications equipment. The fees identified in this Agreement shall be reduced to one half during the period such Tower Facility is damaged and is being repaired and/or restored. In the event such repairs or restoration will reasonably require more than ninety (90) days to complete, TRITEL is entitled to terminate the applicable SLA upon thirty (30) days prior written notice to CROWN. TRITEL shall be entitled to place and install a temporary communications facility upon CROWN Site during the period of such damage, repair and restoration. The location of the temporary facility shall be approved by CROWN so as to not interfere with the reconstruction of the replacement structure. 16 II.R. CONDEMNATION. If there is a condemnation of a Site, including without limitation a transfer of the Site by consensual deed in lieu of condemnation, then the SLA for the condemned Site will terminate upon the earlier of the date that a transfer of title to the condemning authority occurs or, in the event that TRITEL's Equipment must be removed prior to that date, the date that TRITEL's Equipment is removed from the Site, without further liability to either party under this Agreement or the SLA. TRITEL is entitled to pursue a separate condemnation award for TRITEL's communications equipment and its interest in the Site from the condemning authority. II.S. ENVIRONMENTAL MATTERS. CROWN represents and warrants that CROWN will obtain a Phase I review of each Crown Site. Based on said Phase I Review, and no other examination or study of any Site by CROWN, CROWN represents and warrants that it has no knowledge of an Environmental Hazard at CROWN Site or violation of any Environmental Law at CROWN Site, except as stated in the Phase I and that CROWN has received no other information or notice which would indicate the presence of Environmental Hazards upon CROWN Site or the violation of any Environmental Laws in connection with CROWN Site. TRITEL shall not be required to remediate any Environmental Hazards located at any Site unless TRITEL or TRITEL's officers, employee, agents or contractors placed or caused the Environmental Hazards on the Site. Neither CROWN nor TRITEL will bring to, transport across or dispose of any Environmental Hazards on any Site. TRITEL's use or disposal of any hazardous substances constituting Environmental Hazards must comply with all applicable laws, ordinances and regulations governing such use. The term "Environmental Hazards" means hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other fuels (including crude oil or any fraction or derivative thereof) and underground storage tanks or any other substance identified as hazardous in any federal, state or local or municipal law, rule, order or regulation (excluding radio frequency or wireless emissions contemplated under this Agreement or emissions related thereto). The term "Environmental La shall mean any law, regulation, rule, order or code enacted by any federal, state, municipal or local governmental entity regarding or relating to Environmental Hazards (excluding radio frequency or wireless emissions contemplated under this Agreement or emissions related thereto). This Section shall survive termination of the Agreement and any particular SLA. II.T. UTILITIES. TRITEL will be responsible for subscribing to utility services and timely payment for all utility services, including taxes or assessments thereon, provided to TRITEL at CROWN Site. To the extent possible in fact and by law, CROWN will separately submeter electrical service at each CROWN Site, as described in Section 3 of Exhibit "F" of the Agreement. TRITEL shall pay for the cost of all equipment reasonably required to energize its equipment at a Site. Should CROWN and TRITEL, in their reasonable discretion, provide electrical or telephone service to TRITEL at a Site, CROWN shall notify TRITEL of its pro-rata share of the cost of said service, and the cost shall be treated as additional rent under this Agreement at no additional expense to TRITEL. Should TRITEL not timely remit the charges for said service to CROWN, a late payment penalty equal to that as charged by the applicable utility company against the account of CROWN for such delinquency shall be charged to TRITEL. Any emergency electrical supply provided by CROWN to TRITEL shall be by separate agreement of the parties. CROWN shall 17 have no obligation to TRITEL for the condition of, or maintenance to, utility poles, lines or conduits, except with regard to CROWN's installation of same. II.U.ACCESS. CROWN shall maintain the Easements in good repair and condition, in such condition that the Easements are required to be maintained by the underlying grants of the easements and in compliance with all rules, laws, regulations and orders of any governmental entity. TRITEL, its employees, and agents, shall not damage the condition of the access road to any Site, including but not limited to damage caused by the size, weight or type of vehicle used by TRITEL, its employees or agents, when traversing a road, or travel across an access road during or after weather conditions that have impaired the condition of the road. For any damage to the road that CROWN is reasonably able to demonstrate was caused by TRITEL, CROWN shall repair the damage and be entitled to charge to TRITEL as additional rent the reasonable cost of said repair. TRITEL shall be subject to all security requirements applicable to a Site and provided to TRITEL in writing, including but not limited to those rules provided in Exhibit H. II.V. COMPLIANCE WITH FCC RADIO FREQUENCY RADIATION REQUIREMENTS. II.V.1 TRITEL's Installation or Modification of Equipment at the Sites. If TRITEL's installation or modification of equipment at ANY Site would put any existing user of the Site into non-compliance with the FCC's exposure limits for radio frequency radiation, then (a) in the event that such non-compliance can be cured by limiting the general public's access to the Site, then TRITEL shall pay all costs associated with limiting access to the Site prior to making such installation and/or modification; or, (b) in the event such non-compliance can be cured by modifying the equipment of existing users of the Site, and such users consent to such modifications, TRITEL shall pay all costs associated with making such modifications. CROWN shall require all subsequent users of the Site to agree to a substantially similar provision as this provision. II.V.2 Future Cooperation. In the event that future installations and/or modifications proposed by third parties would put any user of a Site into non-compliance with the FCC's exposure limits for radio frequency radiation and cannot be cured by limiting access to the Site, TRITEL shall not unreasonably withhold its consent, when requested by CROWN, to modify its equipment so long as all costs associated with making such modifications to TRITEL's equipment are borne by the party proposing such installation and/or modification and such modification does not materially alter or interfere with the TRITEL Equipment or TRITEL's wireless communications network. TRITEL further agrees that in the event that there is any change to applicable rules, regulations and procedures governing radio frequency radiation which put the Site into non-compliance with the FCC's or any other governmental agency's exposure limits for radio frequency radiation, TRITEL will cooperate with CROWN and other users of the Site to bring the Site into compliance, which cooperation shall include but not be limited to sharing pro rata the costs associated with bringing the Site into compliance. Notwithstanding anything contained in II.V.1 and II.V.2, the rights of any subsequent tenant, licensee, occupant or user shall be subordinate to the rights of TRITEL in the event that all parties cannot reach an agreement regarding compliance. 18 II.V.3 Protection of Workers. TRITEL agrees to reduce power or suspend operation if necessary and upon reasonable notice to prevent possible overexposure of workers or the public to RF radiation. In the event that such reduction or suspension causes a material reduction or impairment in service and/or impairs in building coverage and the coverage objectives of TRITEL to the applicable communications facility at the applicable Site for a period of ten (10) days or more, TRITEL shall have the right to terminate the applicable SLA, in addition to any other remedies it may have. II.V.4 Obligations of CROWN. CROWN agrees not to permit any subsequent installation and/or modification on or to the Site if such installation and/or modification would put any user of the Site into non-compliance with the FCC's exposure limits for radio frequency radiation. CROWN further agrees to limit access to the general public in areas where the FCC's exposure limits are exceeded and agrees to post appropriate signs warning the general population of such limited access. II.V.5 Mutual Certifications. CROWN and TRITEL each certifies to the other that (a) it has adopted (or is in the process of adopting) a safety plan for its employees and subcontractors working in the vicinity of each Site to ensure that no such person is exposed to RF emissions in excess of the limits specified by the FCC; (b) it has distributed (or will distribute) the safety plans to its employees and subcontractors who have the potential to be exposed to RF emissions in excess of FCC prescribed limits; and, (c) its employees and subcontractors have been directed to comply with the safety plans of TRITEL and CROWN. III. CONSTRUCTION OF TOWER FACILITIES III.A. COVENANT TO CONSTRUCT. Construction of the Tower Facilities shall be the responsibility and obligation of CROWN. CROWN shall be responsible for the costs and construction of the Tower Facilities. CROWN shall construct the Tower Facilities in accordance with and substantial compliance with the Plans and Specifications and all rules, regulations, laws, and orders of any governing body, local, state or federal. CROWN shall obtain all necessary permits and approval of the Plans and Specifications from all applicable governmental agencies. III.B. APPROVAL OF PLANS AND SPECIFICATIONS. III.B.1 In the event that TRITEL has obtained plans for the construction of ("Plans") and specifications for the construction of (the "Specifications") the Tower Facilities, TRITEL shall deliver to CROWN the Plans and Specifications for the Tower Facilities within ten (10) days of the complete execution of the Assignment. In the event that CROWN does not approve the Plans and Specifications or modifies the Plans and Specifications, CROWN shall deliver detailed written objections to the Plans and Specifications within five (5) days of the receipt of the Plans and Specifications or CROWN shall prepare and deliver to TRITEL for approval by TRITEL three copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall be delivered to TRITEL within fifteen (15) days of the delivery of the Plans and Specifications to CROWN. If no objection or modified Plans and Specifications are delivered to TRITEL within the above- referenced time periods, the Plans and Specifications shall be deemed approved. Within ten (10) days after receipt of the modified Plans and Specifications, TRITEL shall approve such modified Plans and Specification 19 or deliver to CROWN detailed written objections thereto. If TRITEL fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by CROWN within the ten (10) day period, TRITEL shall be deemed to have effectively approved the Plans and Specifications. III.B.2 In the event that TRITEL has not obtained Plans and Specifications for the Tower Facility, CROWN shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to TRITEL within the time frames described in Exhibit "C", or in the event there is no Assignment, then also within the time frames described in Exhibit "C". Within ten (10) days of receipt of the Plans and Specifications, TRITEL shall approve the Plans and Specifications or deliver to CROWN detailed objections thereto. If TRITEL does not affirmatively approve or disapprove the Plans and Specifications within such ten (10) day period, TRITEL shall be deemed to have approved the Plans and Specifications. III.B.3 Notwithstanding the foregoing, in the event that any federal, state or local governmental body, requires CROWN or TRITEL to modify the Plans and Specifications to obtain a Governmental Approval, TRITEL or CROWN may modify the Plans and Specifications provided that the other party approves such modification, such approval not to be unreasonably withheld, delayed or conditioned. III.C. COMMENCEMENT OF CONSTRUCTION. III.C.1 CROWN shall commence construction of the Tower Facility within those dates in accordance with Exhibit "C". CROWN shall complete the construction of each individual Tower Facility within those dates also indicated in Exhibit "C". CROWN shall have no obligation to commence construction of the Tower Facilities unless and until a SLA has been executed by TRITEL for that Tower Site. The commencement of construction and the completion of construction of each Tower Facility shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by CROWN or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not caused or contributed to by CROWN, or other unavoidable casualties or similar causes beyond reasonable control of CROWN or CROWN's contractor or for time needed to perform additional construction covered by any change order requested by TRITEL. Notwithstanding the foregoing, TRITEL and CROWN may negotiate and agree upon a different schedule for the completion of the Tower Facilities in each TRITEL Market. III.D. SELECTION OF CONTRACTOR. Prior to the commencement of construction of a Tower Facility under this Agreement, CROWN shall provide TRITEL with the names of the contractors it proposes to use for the construction of the Tower Facility. TRITEL may, in its reasonable discretion and within five (5) days of receipt of this information, object to the use of a specific contractor on a Tower Facility. III.E. MANNER OF CONSTRUCTION. III.E.1 CROWN represents, warrants and agrees that the Tower Facilities shall be constructed in a good and workmanlike manner and in accordance with the Plans and Specifications and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. CROWN warrants to TRITEL 20 that all materials furnished in connection with the construction of the Tower Facilities will be new unless otherwise specified, and of good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. III.E.2 CROWN shall supervise and direct the work on the Tower Facilities (the "Work"), using CROWN's best skill and attention. CROWN shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. III.E.3 Unless otherwise provided in this Agreement, CROWN shall provide and pay for labor, materials (again, as except as otherwise provided in this Agreement), equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. III.E.4 CROWN shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. CROWN shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. III.E.5 Except as otherwise provided for in this Agreement, CROWN shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. III.E.6 CROWN shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work CROWN shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. III.E.7 CROWN shall provide TRITEL (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. III.E.8 CROWN shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold TRITEL harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by TRITEL unless CROWN has reason to believe that there is an infringement of patent. III.E.9 Except for supervision of TRITEL personnel, CROWN shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Again, except for supervision of TRITEL personnel, CROWN shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 21 III.E.9.a. CROWN's employees and contractors on the Work, the Tower Facilities or the Site and other persons who may be affected thereby; III.E.9.b. the Work, the Tower Facilities, the Site and materials and equipment to be incorporated therein; and III.E.9.c. other property at the Site or adjacent thereto. III.F. NO LIENS. CROWN shall keep the Tower Facilities free of all involuntary liens and claims, including without limitation, liens and claims (1) arising out of or related to the performance of the construction, all liens and claims of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (2) liens or claims arising from taxes or assessments, except for liens for taxes or assessments which are not yet due and payable; or (3) liens or claims which may impair TRITEL's interest. Notwithstanding the foregoing, CROWN may encumber the Tower Facilities with a lien or mortgage as surety for construction or permanent financing, provided that such lender enters into a reasonably satisfactory non-disturbance agreement with TRITEL, such form agreement being attached hereto as Exhibit "D". III.G. NOTIFICATION OF COMPLETION. CROWN shall notify TRITEL of the date when the Tower Facilities and the installation of the TRITEL Equipment have been substantially completed by delivery of a notice in substantially the same form attached hereto as Exhibit "E" ("Notice of Completion"). Within fifteen (15) days after the Notice of Completion, TRITEL may inspect the Site, the Tower Facilities and the TRITEL Equipment and conduct any testing it deems reasonably necessary, including without limitation sweep tests and ground tests or review of sweep tests and ground tests performed by CROWN, and TRITEL shall deliver to CROWN a Punch List. The Tower Facilities (but not the installation of the TRITEL Equipment) shall be deemed accepted by TRITEL if a Punch List is not received by CROWN within fifteen (15) days of the date of Notice of Completion. In the event that TRITEL submits a Punch List to CROWN, CROWN shall commence curing such defects within fifteen (15) days of receipt of that Punch List and diligently pursue completing such curing until satisfactory to TRITEL. TRITEL shall not be deemed to have accepted the Tower Facilities or the TRITEL Equipment as complete until completion of all items on the Punch List, such acceptance being established by TRITEL providing to CROWN a "Final Site Acceptance Letter" indicating TRITEL's satisfaction with CROWN's work and acceptance of the Site as delivered by CROWN to TRITEL. III.H. CROWN shall deliver to TRITEL red-lined, record drawings (i.e., unstamped) of the Site, the Easements and the Tower Facilities which show, among other things, the location of the Site, the location of the Easements (including telephone and electricity) and the location of the Tower Facilities after they have been constructed upon or to the Tower Site, within twenty (20) days of TRITEL's acceptance of the Site. IV. SITE DEVELOPMENT SERVICES INSTALLATIONS OF ANTENNA SYSTEMS ON CROWN SITES. 22 IV.A. SERVICE. The Site shall be developed by CROWN for the use of TRITEL in accordance with the requirements for development attached as Exhibit "F". TRITEL shall pay to CROWN for its development of any Site consistent with the services described in Exhibit "F" a charge as defined in Exhibit "C". IV.B. SITE PROJECT MANAGER. As stated in Exhibit "F", CROWN shall identify a Site Project Manager for each new-construction Site. The Project Manager shall have responsibility for coordination and supervision of all construction activities for the Site. IV.C. TRITEL RIGHT TO SOLICIT BIDS. Once during each year of this Agreement, and during the first year of this Agreement within ninety (90) days of the execution of this Agreement, TRITEL may solicit bids from other duly licensed and qualified telecommunications contractors for the installation of TRITEL Equipment upon the Tower. Such telecommunications contractors must meet or exceed the financial, quality, and delivery standards which CROWN requires of its contractors or subcontractors, must be offered a scope of service similar to that provided to CROWN, and must have working knowledge of and be familiar with local, industry costs associated with performing such work. In the event that any of the three (3) bids for the same scope of work is less than CROWN's fee as described in Exhibit "F", TRITEL may deliver a copy of the bid to CROWN, at which time CROWN must elect to either match the bid amount or consent to the installation of TRITEL Equipment upon the Tower Facilities by the lower bidder. IV.D. CROWN RIGHT TO REJECT SITE DEVELOPMENT SERVICES. In the event that CROWN elects not to perform the Site Development Services, CROWN may do so by giving TRITEL written notice of its election not to provide Site Development Services for the Applicable Tower Site no later than ten (10) days after the date that CROWN has delivered all of the Pre-Development Information for the Applicable Tower Site to TRITEL, but in any event, prior to the time that CROWN commences construction upon the Applicable Tower Site. IV.E. SITE AUDIT FEE. In the event that an installation or modification to the Site is performed by a company or individual other than CROWN or its subcontractor as a result of the foregoing bidding procedures, or otherwise TRITEL shall pay to CROWN a site audit fee of [CONFIDENTIAL TREATMENT REQUESTED]. The installation of any cabinet or shelter or any equipment related to or equipment or materials to be installed in or related to a cabinet or shelter shall not require the payment of any additional fee. All of TRITEL's installation and alteration work which is not performed by CROWN must be performed at TRITEL's sole cost and expense, in a good and workmanlike manner, using the care and skill ordinarily used by members of the profession practicing under similar conditions at the same time and in the same geographic area. IV.F. STRUCTURAL INTEGRITY. Notwithstanding the foregoing, for any structural alterations or modifications of the improvements on a Tower on a CROWN Site subsequent to the initial installation of TRITEL Equipment upon the Tower and the Site, TRITEL must engage a structural engineer approved by CROWN on a project-by-project basis, such approval not to be unreasonably withheld, delayed or conditioned to establish that the alteration or modification will not impair the structural integrity of the Tower or the necessary additions and modifications to the Tower to accommodate such alteration or modification. Site installations and material 23 alterations must not adversely affect the structural integrity of improvements upon the Tower at the Site including any structure on or in use at the Site. No materials may be used in the installation of the antennas or transmission lines that will cause corrosion or rust or deterioration of the Tower structure or its appurtenances. V. TRITEL RIGHT TO COMPLETE CONSTRUCTION In the event that CROWN fails to perform or observe any term, covenant, provision or obligation to commence or complete construction in the periods provided in sections III or IV of this Agreement and/or Exhibit "C" or "T" to this Agreement, and any schedule, attachment or agreement related thereto which failure is not corrected or cured by CROWN within five (5) days of receipt by CROWN of written notice from TRITEL (by telecopier or any other notice provided in this Agreement) of the existence of such a default, without waiving any other right or remedy, TRITEL shall have the right to complete construction of or cause the completion and installation of the construction of the Tower Facilities and construction and installation of the TRITEL Equipment without further notice to or consent of (or payment of any audit fee) to CROWN. TRITEL shall have the right to hire or retain any contractor it shall so choose to complete the construction and installation of the Tower Facilities and construction and installation of the TRITEL Equipment in such event CROWN and its employees, contractors, subcontractors, agents and representatives shall provide TRITEL and its employees, agents, representatives, contractors and subcontractors free, unobstructed, complete and open access to the Site and the Easements to complete construction of the Tower Facilities, TRITEL's Equipment and anything related thereto. In addition to any other claims, damages or remedies which TRITEL may have, CROWN shall reimburse TRITEL for the reasonable cost actually incurred for the construction or completion of construction of the Tower Facility and any items related thereto. VI. DEFAULT AND REMEDIES. VI.A. TRITEL DEFAULTS The occurrence of any one or more of the following events constitutes an "event of default" by TRITEL under this Agreement: 1. If TRITEL fails with respect to any Site to pay any fee or other sums payable by TRITEL to Crown within ten (10) business days of written notice of failure to make such payment; 2. Breach by TRITEL of any representation, obligation, warranty or covenant set forth in this Agreement including any SLA, with the exception of the non-payment of any fee or other sums by TRITEL, which is not cured within thirty (30) days of receipt of written notice except where TRITEL commences the cure within such thirty (30) day period and thereafter continuously and diligently pursues and completes such cure; in which event the 30-day cure shall be extended as reasonably necessary to permit TRITEL to complete the cure; 3. If any petition is filed by or against TRITEL under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United 24 States or any state thereof, and such petition is not dismissed within sixty (60) days after the filing thereof; 4. If a receiver, custodian or trustee is appointed for TRITEL or for any of the assets of TRITEL located at a Crown Site, and such appointment is not vacated within sixty (60) days of the date of appointment; 5. if TRITEL makes a transfer in fraud of creditors; 6. If TRITEL's equipment causes interference as described in this Agreement and said interference is not timely corrected by TRITEL as provided herein; 7. If TRITEL fails to notify CROWN of any replacement or modification of TRITEL Tower Attachments or of any Site; or 8. If TRITEL fails to abide by installation and security requirements applicable to a Site at a Crown Site. CROWN acknowledges and agrees that an event of default under the terms of any SLA shall constitute an event of default under that applicable SLA, but shall not constitute an event of default under any other SLA or this Master License; provided however an event of default under sections VI.A.3, 4 or 5 or an event of default under thirty-five percent (35%) of the SLAs at any time at the option of CROWN may also constitute an event of default under this Master License and all SLAs. VI.B. CROWN'S REMEDIES. If an event of default occurs, CROWN (without notice or demand except as expressly required above) may terminate the applicable SLA, in which event TRITEL will immediately surrender the TRITEL Premises to CROWN and all obligations of CROWN to TRITEL under the SLA will terminate. TRITEL will be liable to CROWN for damages equal to the total of: 1. The actual costs of recovering the TRITEL Premises and terminating the SLA; 2. The fees earned by CROWN as of the date of termination, plus interest thereon from the date due until paid; 3. For a breach of any SLA, the amount of any fees and other benefits that CROWN would have received under the applicable SLA for the remainder of the term under the applicable SLA; and for the breach of this Agreement, escalation of all fees due or reasonably likely to be due under the terms and conditions of the SLA including but not limited to site acquisition fees and development fees anticipated hereby; provided however, TRITEL does not waive any claim or right to require CROWN to mitigate its damages under the SLA and/or this Agreement. 4. All other sums of money and damages owing by TRITEL to CROWN under the applicable SLA. 25 CROWN may elect any one or more of the foregoing remedies with respect to the applicable SLA. VI.C. CROWN'S DEFAULT. The occurrence of any one or more of the following events constitute an "Event of Default" by CROWN under this Agreement. 1. If CROWN fails with respect to any Site to pay any sums payable by CROWN under the terms of this Agreement or any Prime Lease within ten (10) business days of written notice of failure to make such payment; 2. Breach by CROWN of any representation, obligation, warranty or covenant set forth in this Agreement including any SLA, with the exception of the non-payment of any fee or other sums by CROWN which are provided for in VI.C.1, which is not cured within thirty (30) days of receipt of written notice except where CROWN commences the cure within such thirty (30) day period and thereafter continuously and diligently pursues and completes such cure; in which event the 30-day cure shall be extended as reasonably necessary to permit CROWN to complete the cure; 3. If any petition is filed by or against CROWN under any section or chapter of the present or any future federal Bankruptcy Code or under any similar law or statute of the United States or any state thereof, and such petition is not dismissed within sixty (60) days after the filing thereof; 4. If a receiver, custodian or trustee is appointed for CROWN or for any of the assets of CROWN located at a Crown Site, and such appointment is not vacated within sixty (60) days of the date of appointment; 5. If CROWN makes a transfer in fraud of creditors; 6. If this Agreement or any interest herein, any SLA or any CROWN Site or any Premises are executed upon and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or 7. If any lien is imposed upon the Tower Facilities or CROWN Site except as may be expressly authorized by this Agreement or an attempt by CROWN or anyone claiming through CROWN to encumber TRITEL's interest in the Tower Facilities or CROWN Site and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or 8. If any other party's equipment causes interference as described in this Agreement and said interference is not timely corrected by CROWN as provided herein. TRITEL and CROWN acknowledge and agree that an event of default under the terms of any SLA shall constitute an event of default under that applicable SLA, but shall not constitute an event of default under any other SLA or this Master License, provided, however, an event of default under sections VI.C.3, 4 or 5 or an event of default under thirty-five percent (35%) of the 26 SLAs at any time, at the option of TRITEL, shall constitute an event of default under this Master License and all SLAs. VI.D. TRITEL'S REMEDIES If an event of default occurs TRITEL without notice or demand except as expressly required above) may, in addition to any other remedy available at law or in equity, at TRITEL's option: 1. Terminate the applicable SLA, without waiving the right to sue for damages; or 2. Make and claim for and/or sue for damages; or 3. Incur any expense reasonably necessary to perform the obligation of CROWN specified in such notice and invoice CROWN for the actual and reasonable expenses, together with interest as set forth herein from the date named. Any invoice shall be accompanied by documentation reasonably detailing actual expenses. All of the remedies provided in this Agreement or in any other SLA or at law or in equity are cumulative and TRITEL may exercise such remedies concurrently or sequentially in such order as it may choose. VII. GENERAL PROVISIONS VII.A. MUTUAL REPRESENTATIONS REGARDING EXECUTION. Each party represents and warrants to the other party: a: It has full right, power and authority to make this Agreement and to enter into the SLAs; b: This Agreement and the performance thereof do not violate any laws, ordinances, restrictive covenants, or agreements under which the party is bound; c: Each party is qualified to do business and carries any necessary licenses for operation required under this Agreement in any states in which the Sites are located; and d: All persons signing on behalf of such party were authorized to do so by appropriate corporate action. VII.B. NO BROKERS. CROWN and TRITEL represent to each other that neither has had any dealings with any real estate brokers or other brokers or agents in connection with this Agreement. VII.C. ENTIRE AGREEMENT. It is agreed and understood that this Agreement, including all SLAs and Exhibits, contain all the agreements, promises and understandings between CROWN and TRITEL and that no verbal or oral agreements, promises or understandings shall be binding upon either CROWN or TRITEL in any dispute, controversy or proceeding at law, and any addition, variation or 27 modification to this Agreement shall be void and ineffective unless made in writing signed by the parties. VII.D. GOVERNING LAW. The laws of the state where the Site is located shall govern this Agreement. VII.E. ASSIGNMENT. VII.E.1 This Agreement may not be sold, assigned or transferred, in whole or in part, by TRITEL without prior approval or consent of CROWN, which approval shall not be unreasonably withheld, delayed or conditioned; provided, however, that TRITEL may assign its interest in this Agreement to any party that is its parent company or a subsidiary, or to any successor-in-interest or entity acquiring 51% or more of its stock. It is understood that any such assignment shall relieve and release TRITEL of its obligation to perform this Agreement, provided that such assignee assumes and agrees to be bound by all of the terms, conditions, covenants and obligations of TRITEL under this Agreement. As to other entities, this Agreement may not be sold, assigned or transferred, in whole or in part, without the written consent of CROWN, for any purpose, which consent may be not be unreasonably withheld, delayed or conditioned. VII.E.2 Notwithstanding anything else contained herein, TRITEL may, without notice or consent of CROWN, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of TRITEL's interest in this Master License, any SLA, any TRITEL Premises, TRITEL Equipment and/or all or any portion of TRITEL's right, title, and interest in and to any and/or all of Tower Facilities, CROWN Site or the Easements. Promptly on TRITEL's or TRITEL's lender's request, CROWN shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of TRITEL's lenders including, but not limited to, consents to giving notice to TRITEL's lender(s) in the event of TRITEL's default under the provision of the SLA or the Master License, and consents to TRITEL's assignment to any lender(s) of any and all of TRITEL's interest in or to this Agreement, any SLA, TRITEL Premises or TRITEL Equipment provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to CROWN and which will not materially increase TRITEL's burdens nor materially impair CROWN's rights under this Master License or any SLA. TRITEL shall reimburse CROWN for any reasonable out-of-pocket costs incurred by CROWN in complying with this provision including, but not limited to, CROWN's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. VII.E.3 This Agreement may not be sold, assigned or transferred, in whole or in part, by CROWN without prior approval or consent of TRITEL, which approval shall not be unreasonably withheld, delayed or conditioned; provided, however, that CROWN may assign its interest in this Agreement to an entity that is its parent company or a subsidiary, or to any successor-in-interest or entity acquiring 51% or more of its stock, provided that such successor demonstrates a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of CROWN under this Master License and each SLA. It is understood that any such assignment shall relieve CROWN of its obligation to perform this Agreement provided that such assignee assumes and agrees to be bound by all of the terms, 28 conditions, covenants and obligations of TRITEL under this Agreement. As to other entities, this Agreement may not be sold, assigned or transferred, in whole or in part, without the written consent of TRITEL, for any purpose, which consent may be not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, CROWN may delegate its duties under this Agreement provided that it does not delegate the majority of or whole of its functions under this Agreement, that CROWN maintains control of such delegates and that such delegates agree to comply with and abide by all of the terms, conditions, covenants and agreements under this Agreement. VII.E.4 Notwithstanding anything else contained herein, CROWN shall not voluntarily, involuntarily or by operation of law assign or otherwise transfer its rights or obligations (including, but not limited to the obligation to construct the Tower Facilities and install the TRITEL Equipment, if applicable) relating to any Applicable Tower Site which is subject to this Agreement, prior to the acceptance of a Site by TRITEL pursuant to Section "III G". Notwithstanding the foregoing or other provision in this Master License to the contrary, CROWN may delegate its obligations to perform construction services on, maintain or repair the Tower Facilities to another company provided that such company to whom the obligations are delegated complies with all the terms and provides of this Agreement and provided that such delegation does not in effect, delegate all or a substantial portion of CROWN's obligations under this Agreement. VII.E.5 Notwithstanding anything else contained herein, CROWN may, without notice or consent of TRITEL, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of CROWN's interest in this Master License, any SLA, any TRITEL Premises, and/or all or any portion of CROWN's right, title, and interest in and to any and/or all of Tower Facilities, CROWN Site or the Easements. Notwithstanding the foregoing, neither the lender nor CROWN may assign, transfer, sell or otherwise convey the Master License, any SLA, any Prime Lease, any Tower Facility or any interest (excepting licensing or subleasing of usage of portions of the Site (but not the entire Site) to third party wireless communications carriers and providers) therein to any other carrier or competitor of TRITEL. Promptly on CROWN's or CROWN's lender's request, TRITEL shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of CROWN's lenders including, but not limited to, consents to giving notice to CROWN's lender(s) in the event of CROWN's default under the provision of the SLA or the Master License, and consents to CROWN's assignment to any lender(s) of any and all of CROWN's interest in or to this Agreement, any SLA or TRITEL Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to TRITEL and which will not materially increase CROWN's burdens nor materially impair TRITEL's rights under this Master Lease or any SLA. CROWN shall reimburse TRITEL for any out-of-pocket costs incurred by TRITEL in complying with this provision including, but not limited to, TRITEL's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. VII.F. SEVERABILITY. If any provision of this Agreement or any SLA subject to the terms hereof is found by a court of competent jurisdiction to be invalid or unenforceable with respect to any party, the 29 remainder of this Agreement, the SLA, or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, is not to be affected and each provision of this Agreement and the applicable SLA is valid and enforceable to the fullest extent permitted by law. VII.G. NO WAIVER. No provision of this Agreement will be deemed to have been waived by either party unless the waiver is in writing and signed by the party against whom enforcement is attempted. The rights granted in this Agreement are cumulative of every other right or remedy that the enforcing party may otherwise have at law or in equity or by statute and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. VII.H. REPRESENTATION. The parties acknowledge and agree that they have been represented by counsel and that each of the parties has participated in the drafting of this Agreement. Accordingly, it is the intention and agreement of the parties that the language, terms and conditions of this Agreement are not to be construed in any way against or in favor of any party hereto by reason of the responsibilities in connection with the preparation of this Agreement. VII.I. NOTICES. Any notice or demand required to be given in this Agreement, and any payment to be made other than the monthly fee, shall be made by certified mail, return receipt requested, or reliable overnight courier, to the address of the other party set forth below: As to TRITEL Tritel Communications, Inc. 112 E. State Street - Suite B Ridgeland, MS 39157 Attention: Kenneth Harris As to CROWN: Crown Communication Inc. 375 Southpointe Boulevard Canonsburg, PA 15317 Attention: Legal Department Any monthly fee shall be mailed to the above CROWN address to the attention of Accounting. Any demand or payment is deemed received three (3) business days following deposit in the United States Mail or one business day following deposit with a reliable overnight courier, addressed as required above. CROWN or TRITEL may from time to time designate any other address for this purpose by giving written notice to the other party. VII.J. BINDING EFFECT. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto. VII.K. REVOCATION OF PERMITS. In the event any governmental permit affecting the use of the Site as a communications facility is withdrawn or terminated, the SLA relating to the Site to which said permit or approval, 30 applied shall be deemed to have been terminated effective the date of the termination of the permit or approval provided however, any withdrawal or termination which is caused by the acts or omissions of CROWN (or any other occupant of the Site) shall be construed to be an event of default under the applicable SLA. VII.L. SUPERSEDES. This Agreement revokes and supersedes any other oral or written agreements between the parties that pertains to the subject matter described herein with the exception of the Master Lease Agreement dated as October 30, 1998 between CROWN and TRITEL, and that certain Independent Contractor Agreement with Confidentiality and Non-competition Agreements dated as of December 15, 1998, between CROWN and TRITEL, both of which shall continue to operate between the parties for the sites referenced therein. VII.M. NON-DISCLOSURE. The parties agree that without the express written consent of the other party, neither party shall reveal, disclose or promulgate to any third party the terms of this Agreement or any portion thereof, except to where such third party is the auditor, accountant, attorney, contractor or subcontractor of a party to this Agreement or to a governmental agency if required by regulation, subpoena or government order to do so. VII.N. COUNTERPARTS. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. VII.O. TERM OF THE AGREEMENT All obligations under this Agreement, except with regard to the terms governing the SLAs issued hereunder shall be for a period of two (2) years from the date of this Agreement. The Agreement will be extended for three (3) additional periods of one (1) year each unless either party terminates the Agreement with six (6) months prior written notice. The terms and conditions of this Agreement which may apply to any SLA and any representations, warranties, or indemnifications shall survive the termination of this Agreement and shall apply to and be incorporated into each SLA until the termination or expiration of such SLA. VII.P. WARRANTIES AND REPRESENTATIONS. The warranties and representations made in this Agreement shall be deemed to be made, reaffirmed, ratified, rewarranted and re-represented upon the execution of each SLA. VII.Q. CONSENT. CROWN and TRITEL covenant that whenever their consent or approval is required under this Master License, said consent shall not be conditioned or unreasonably withheld, delayed or conditioned. VII.R. SCHEDULES. TRITEL and CROWN acknowledge and agree that Schedules may be added to Exhibit "C" to define, set, modify, covenant and agree upon certain terms and conditions of the Master License. The Schedules shall only be applicable to the Markets identified in each Schedule and each Schedule must be executed and signed by a duly authorized representative of CROWN and 31 TRITEL. Upon execution by a duly authorized representative of CROWN and TRITEL, the Schedule may be added to and be incorporated into and become a part of the terms, conditions and covenants of the Master License. In the event of any conflict or contradiction within the terms and conditions of the Schedules and the Master License, the terms and conditions of the Schedules shall control. VII.S. DEFINED TERMS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meaning (such meanings to be applicable equally to the singular and plural forms of such terms) unless the context otherwise requires: "Assignment" shall mean the assignment of the Prime Lease from TRITEL to CROWN. "Commencement Date" shall mean the date when the initial term of each SLA shall commence and shall be the date defined in the Schedules attached to Exhibit "C" of this Agreement. The term "day" shall refer to a business day, i.e., Monday through Friday, inclusive and shall not include any federal holiday. "Easements" shall mean any and all easements for access, ingress, egress or utilities easements obtained or intended to be utilized for the Tower Site. "FCC" shall mean the Federal Communications Commission. "Ground Space" shall mean the space located upon the ground at the Site which is licensed to TRITEL for the location of TRITEL's cabinet or shelter, including that which is included in TRITEL Premises. "Market" shall mean each market in which TRITEL does business and shall be divided into and include each of the following markets and the term "Market" shall mean one of the following: o Knoxville market which encompasses the Knoxville BTA o Chattanooga market which encompasses the Chattanooga BTAs o Nashville market which encompasses the Nashville BTAs (excluding any Sites located in the state of Kentucky) o Birmingham market which encompasses the Birmingham BTAs o Huntsville, Alabama market which encompasses the Huntsville BTAs and Decatur BTAs o Mississippi market which encompasses the Memphis and Jackson BTAs o Kentucky market which encompasses the Louisville, Lexington and Evansville BTAs and any other Sites located in the state of Kentucky o Montgomery, Alabama market which encompasses the Montgomery o Any other market in which TRITEL does business or will do business in the future 32 "NEPA" shall mean National Environmental Protection Act. "PARAMETERS" shall mean and include the following information: TRITEL Assigned Site Name TRITEL Assigned Site Number Desired "In Service" Date Site Latitude Site Longitude Site Ground Elevation TRITEL's Desired Radiation Center on the Tower Minimum Acceptable Total Elevation (total above sea level to antenna center line) Maximum Acceptable Total Elevation (total above sea level to antenna center line) Site Location, including City, County and State 7 1/2 Minute Quadrangle Map Name Issue Date Coordinate Type Search Ring Radius Number of Sectors required by TRITEL Number of Antennas required by TRITEL Type of Antennas required by TRITEL Written Description of coverage objective TRITEL's Preferred locations (if known) RF Engineer Contact Name RF Engineer Contact Phone Number Copy of Applicable Quadrangle Map with search area parameters overlaid Site Acquisition Notes (special considerations or limitations for candidate selection) Project Notes (any additional comments related to desired facility) Signature of a TRITEL Representative and Date of Signature Signature of the RF Engineering Representative and Date or Signature "Plans" shall mean plans for the construction of the Tower Facilities. "Pre-Development Costs" shall mean the cost of developing the Site for the location, construction and operation of a Tower Facility upon the Site and shall include without limitation, the cost of the site acquisition services (limited as provided for in Exhibit "C"), phase I environmental assessments, geotechnical analysis, title reports, title opinions, title commitments and title insurance (which have been performed for TRITEL and not obtained by CROWN for the Site and not TRITEL's licensed interest in the TRITEL Premises), designs, Plans and Specifications, construction plans, the cost incurred in obtaining grants of easements, supplies, relevant travel expenses (limited as provided for in Exhibit "C"), fees or assessments imposed by local, state or federal governmental entities, recording fees and filing fees, fees of engineers, surveyors, architects, attorneys, brokerage commissions and others providing professional services. "Pre-Development Notice" shall mean the notice that CROWN has delivered to TRITEL all of the Pre-Development Information for the Applicable Tower Site. 33 "Prime Lease" shall mean the lease, option or other contract between the owner of the Site and CROWN (or TRITEL who will assign the lease to CROWN) for the Site where the Tower Facilities will be located. "Prime Lessor" shall mean the owner of the fee simple interest or other interest in the entire portion of Site where the Tower Facility is to be located and the person who has entered into a ground lease with CROWN (or TRITEL who will assign the lease to CROWN) for the lease of the entire Site for the location of a Tower Facility upon the Site. "Punch List" shall mean a list of items that TRITEL deems necessary that CROWN complete, fix, alter or correct in order for the Tower Facilities to be completed in accordance with the Plans and Specifications. "Specifications" shall mean the specifications for the construction of the Tower Facilities. "TRITEL's Equipment" or "TRITEL Equipment" shall mean the equipment to be located at the Site by Tritel which shall be described in each SLA. "TRITEL Premises" shall mean the space occupied by the TRITEL Equipment on each Tower Facility, the ground space adjacent to the Tower Facility where TRITEL's Equipment is located, the Easements and all cabling, conduit, wires and utilities running to and from the Tower Facility and to and from TRITEL's Equipment. "Tower Facilities" or "Tower" shall mean the tower, foundations, and related facilities including concrete foundations, footing and slabs and fencing to be located upon the Tower Site. "Tower Site", "Site" or "Crown Property" or "Crown Site" shall mean the entire portion of property where the Tower Facilities are to be located which property is being leased pursuant to the Prime Lease between the owner of the property and CROWN (or is leased to TRITEL which lease will be assigned to CROWN). VII.T STANDARDS. Additional terms and conditions applicable to TRITEL's use of each Site are stated in the Site Standards attached hereto and incorporated herein as Exhibit "H". VII.U ATTORNEY FEES. In the event of a breach of this Agreement, the substantially prevailing party in any litigation (including bankruptcy or insolvency proceedings) arising as a result of such breach shall be entitled to its reasonable attorney's fees and court costs including appeals, if any. VII.V. FORCE MAJEURE. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, actions or inactions not caused or contributed to by the party obligated to perform, governmental controls not caused or contributed to by the party obligated to perform, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such party for a period equal to any such delay or stoppage. 34 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written. TRITEL COMMUNICATIONS, INC., A DELAWARE CORPORATION By: -------------------------------- William S. Arnett President Date: ------------------------------ CROWN COMMUNICATION INC., A DELAWARE CORPORATION By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- Date: ------------------------------ APPROVED BY CROWN LEGAL DEP'T ----------------- 35 EXHIBIT "A" TO MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT for a wireless communications facility located at: Facility: Street Address: City: County: State: between CROWN COMMUNICATION INC., a Delaware corporation, doing business in Arizona as Crown Communications New Mexico as CommCrown Inc. Colorado as Crown Communications North Carolina as Crown Delaware as Crown Communication Inc. Communication Inc. Florida as Crown Comm Inc. North Dakota as Crown Communications Indiana as CommCrown Inc. Ohio as Crown Communications Kentucky as Crown Communications Oklahoma as Crown Comm Inc. Louisiana as Crown Communication Inc. Pennsylvania as Crown Communications (of Delaware) South Carolina as Crown Michigan as Crown Communication Inc. Communication Inc. Mississippi as Crown Communication Inc. Tennessee as Crown Communications Nevada as Crown Communication Inc. Texas as Crown Comm, Inc. New Jersey as Crown Comm Inc. Utah as Crown Communication Inc. Virginia as Crown Communication Inc. West Virginia as Crown Communications and Tritel Communications, Inc., a Delaware corporation 36 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (THE "ASSIGNMENT") is hereby made and entered into as of the ____ day of _________, ____ by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation, with a principal place of business located at 112 East State Street, Suite B, Ridgeland, Mississippi 39157 ("Assignor"), and CROWN COMMUNICATION INC., a Delaware corporation (doing business in various jurisdictions as indicated on the cover page of this Assignment), with a principal place of business located at 375 Southpointe Boulevard, Canonsburg, Washington County, Pennsylvania 15317 ("Assignee"). RECITALS A. Assignor and LANDOWNER NAME INCLUDING OWNERSHIP INTEREST ("Landlord") entered into that certain NAME OF LEASE AGREEMENT, dated DATE OF LEASE AGREEMENT (a copy of this Lease Agreement is attached hereto as Exhibit "A") (the "Lease Agreement") for a parcel of real property located in MUNICIPALITY, STATE (Landlord's property being shown on the Tax Map of the County of COUNTY NAME as Tax Parcel Number ___, and being further described in Deed Book Volume Number ______ at Page ____ as recorded in the __________________ Office for recording real property records [a copy of this Deed is attached hereto as Exhibit "B"]) (the "Leased Premises"); and, B. Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the rights and obligations under the Lease Agreement. NOW, THEREFORE, for and in consideration of [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration each to the other in hand paid and the premises and covenants hereinafter set forth, Assignor and Assignee agree as follows: 1. Incorporation of Recitals. To the best of Assignor's knowledge, the foregoing recitals are true and correct and are expressly incorporated herein by this reference. 2. Assignment of Lease Agreement. Assignor hereby conveys, grants, assigns and transfers to Assignee without warranty or representation except as provided herein, the leasehold estate as set forth in the Lease Agreement, and all of Assignor's right, title and interest thereunder without warranty or representation except as provided herein. In addition, Assignor hereby conveys, grants, assigns and transfers to Assignee without warranty or representation: (a) all rights to easements and/or licenses which authorize ingress and egress to the property described in the Lease Agreement and/or placement of guy wires, anchors and utilities; and, (b) all other rights, privileges and appurtenances owed by Assignor, reversionary or otherwise, and in any way related to the Lease Agreement. 37 3. Assumption of Lease Agreement. Assignee hereby accepts the assignment of the Lease Agreement as herein set forth, expressly assumes the payment and performance of all of Assignor's obligations under the Lease Agreement (other than obligations arising out of the acts or conduct of Assignor prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement) arising from and after the date of this Assignment to the same extent as if the Assignee were named as the lessee under the Lease Agreement. 4. Indemnity by Assignee. At its sole cost and expense, Assignee agrees to defend, indemnify and hold harmless Assignor from and against any and all liability, claims, damages, expenses (including cost of litigation and reasonable attorneys' fees), judgments, proceedings and causes of action of any kind ("Claims") whatsoever arising out of, or in any way connected with, this Assignment or the assignment and transfer of the lessee's obligations under the Lease Agreement to Assignee as herein provided from, and after, the date of this Assignment, except for Claims arising out of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement. Also, at its sole cost and expense, Assignee agrees to defend, indemnify and hold harmless Assignor from and against any and all Claims whatsoever arising out of, or in any way connected with, Assignee's failure to perform and discharge any of the terms, covenants, conditions and agreements required to be performed by Assignee as the lessee under the Lease Agreement from, and after, the date of this Agreement, except for Claims arising our of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement. 5. Indemnity by Assignor. At its sole cost and expense, Assignor agrees to defend, indemnify and hold harmless Assignee from and against any and all Claims whatsoever arising out of, or in any way connected with, Assignor's performance or discharge, or failure of such performance or discharge, of any of the terms, covenants, conditions and agreements required to be performed by Assignor as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement. 6. Agreement of the Parties. Assignor and Assignee hereby expressly agree as follows: A. Assignor is the current holder of a tenant's interest in the Lease Agreement. B. The Lease Agreement is in full force and effect. C. A true and correct copy of the Lease Agreement and all amendments, if any, is attached hereto as Exhibit "A" and incorporated herein by this reference. The Lease Agreement, and all amendments, if any, constitute the entire agreement between Landlord, Assignor and Assignee with respect to the Leased Premises. To the best of Assignor's knowledge, there are no present outstanding defaults pursuant to the terms and provisions of the Lease Agreement by either Landlord 38 or Assignor, and no party has knowledge of any facts which, with the giving of notice, passage of time, or both, would constitute a default by any party under the Lease Agreement. D. The current rent (the "Rent") being paid by Assignor to Landlord under the Lease Agreement is AMOUNT OF RENT ($_________) per year, PAID [IN EQUAL MONTHLY INSTALLMENTS/IN AN ANNUAL LUMP SUM/IN EQUAL INSTALLMENTS ON A QUARTERLY BASIS], and the Rent has been paid through and including OBLIGATION DATE ("Obligation Date"). Assignee's obligation to pay Rent under this Assignment shall begin on the first day after the Obligation Date, and Assignor's obligation to pay Rent shall end thereon. E. The term of the Lease Agreement expires on EXPIRATION DATE, and there are RENEWAL TERMS (the "Renewal Terms"). F. Rent is to be increased at the beginning of any applicable Renewal Term (as defined in the Lease Agreement) by INCREASE AMOUNT. 7. Attorneys' Fees. In the event of any dispute hereunder, or of any action to interpret or enforce this Assignment, any provision hereof or any matter arising herefrom, the prevailing party shall be entitled to recover its reasonable costs, fees and expenses, including, but not limited to, witness fees, expert fees, attorney (in-house and outside counsel), paralegal and legal assistant fees, costs and expenses, and other professional fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, in any bankruptcy action, at trial or on appeal. 8. Survival of Terms. The representations, warranties and indemnities set forth herein shall survive the execution and delivery of this Assignment and shall continue in full force and effect during the term of the Lease Agreement. 9. Binding Agreement. This Assignment constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein, and it supersedes all prior understandings or agreements between the parties relative to such assignment. 10. Execution and Counterparts. To facilitate execution, the parties hereto agree that this Assignment may be executed and telecopied to the other party and that the executed telecopy shall be binding and enforceable as an original. This Assignment may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 11. Notices. Any notice, communication, request, reply or advise (hereinafter severally and collectively, "Notice") regarding this Assignment shall be in writing and shall be given by: (a) established express delivery service which maintains delivery records; (b) hand delivery; or, (c) certified or registered mail, postage prepaid, return receipt requested. Notice may also be given by facsimile, provided Notice is concurrently given by one of the above methods. Notice is effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is 39 impossible because of failure to provide reasonable means for accomplishing delivery. Notice shall be sent to the parties at the following addresses: Assignor: Tritel Communications, Inc. 112 East State Street, Suite B Ridgeland, Mississippi 39157 Attention: Kenneth Harris Fax: Assignee: Crown Communication Inc. 375 Southpointe Blvd. Canonsburg, Pennsylvania 15317 Attn: Legal Department Fax: (724) 416 - 2200 Any party shall have the right from time to time to change their respective address for Notice by providing the other with thirty (30) days prior written notice in the manner set forth above. IN WITNESS WHEREOF, the parties have executed this Assignment as of the date and year first written above. ASSIGNOR: ASSIGNEE: Tritel Communications, Inc. Crown Communication Inc. By: By: --------------------------------- --------------------------------- Print Name: Kenneth F. Harris Print Name: ------------------------- ------------------------- Title: Director of Site Acquisition and Property Administration Title: ------------------------------ ------------------------------ 40 ACKNOWLEDGEMENTS TO BE IN THE FORM OF APPROPRIATE ACKNOWLEDGMENTS FOR STATE WHERE PROPERTY IS LOCATED 41 EXHIBIT A COPY OF THE LEASE AGREEMENT 42 EXHIBIT B COPY OF THE UNDERLYING DEED 43 INDEXING INSTRUCTIONS: - ---------------------- - ---------------------- EXHIBIT "B" TO MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT ECHO # XXX __-xxx- SITE NAME MEMORANDUM OF ASSIGNMENT OF LEASE AGREEMENT THIS MEMORANDUM OF ASSIGNMENT OF LEASE AGREEMENT ("MEMORANDUM"), made this __day of _____________, 1999, by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation, having its principal place of business at 112 East State Street, Suite B, Ridgeland, Mississippi 39157 (hereinafter, "ASSIGNOR"), and CROWN COMMUNICATION INC., a Delaware corporation, doing business in Kentucky as CROWN COMMUNICATIONS, with an office address of 375 Southpointe Blvd., Canonsburg, Pennsylvania 15317 (hereinafter, "ASSIGNEE"). WITNESSETH 44 1. PROPERTY OWNER'S NAME ("LESSOR") and Assignor entered into a Lease Agreement dated _______________ ("LEASE"), of a portion of certain real property of Lessor located at _____________________, ___________________ County, ___________, which real property is more particularly described on Exhibit A attached hereto. 2. That portion of said real property leased by Assignor is a ________feet by ______ feet parcel of land [and 10 feet around all guy lines] together with a non-exclusive right of ingress and egress seven (7) days per week, twenty-four (24) hours per day, along a right-of-way extending from the nearest public right-of-way, together with the right to install, replace and maintain utility wires, poles, cables, conduits and pipes, which area is more particularly described and shown on Exhibit "B" attached hereto ("LEASED PREMISES"), which Lease or Memorandum of Lease is of record in ___________ in the County __________ Office in the County of _________________, state of ______________________. 3. The Lease conveys to Assignor the right TO HAVE AND TO HOLD the Leased Premises for a term of ____, unless earlier terminated in accordance with the terms of the Lease. 4. Assignor has assigned its interest in the Lease to Assignee, pursuant to an Assignment of Lease Agreement date ___________ (the "Assignment"). 5. A copy of the Lease and the Assignment is on file with Assignor and Assignee. 6. This Memorandum constitutes a memorandum of the unrecorded Assignment, all the terms and conditions of which are hereby made a part hereof with the same force and effect as though fully set forth herein and the terms of which control this Memorandum notwithstanding any inconsistency between the provisions hereof, the Lease or the Assignment. 7. The terms, covenants and provisions of the Lease, the Assignment and this Memorandum shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Assignor and Assignee. 8. Assignee certifies that its precise address is 375 Southpointe Blvd., Canonsburg, Pennsylvania 15317. IN WITNESS WHEREOF, Lessor and Lessee have caused this Memorandum to be duly executed on the day and year first written above. "ASSIGNOR" TRITEL COMMUNICATIONS, INC., a Delaware corporation By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- 45 "ASSIGNEE" CROWN COMMUNICATION INC., a Delaware corporation By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THIS INSTRUMENT PREPARED BY OR UNDER THE DIRECTION OF: - ----------------------------------------- - ----------------------------------------- 46 ACKNOWLEDGEMENTS TO BE IN THE FORM OF APPROPRIATE ACKNOWLEDGEMENT FOR STATE WHERE PROPERTY IS LOCATED 47 EXHIBIT "A" TO MEMORANDUM OF ASSIGNMENT OF LEASE AGREEMENT FULL LEGAL DESCRIPTION OF PROPERTY AND SOURCE OF TITLE 48 EXHIBIT "B" TO MEMORANDUM OF ASSIGNMENT OF LEASE AGREEMENT SITE SURVEY 49 EXHIBIT "C" TO MASTER BUILD-TO-SUIT AND LICENSE AGREEMENT SEE SCHEDULES ATTACHED HERETO FOR MARKET SPECIFIC TERMS 50 SCHEDULE 1 TO EXHIBIT "C" TO MASTER BUILD- TO-SUIT AND LICENSE AGREEMENT I. NUMBER OF SITES (a) TRITEL grants to CROWN the right to develop, construct, lease and license usage of a minimum of forty-five (45) Sites in the Kentucky Market and other Markets during the twenty-four (24) month period commencing with the date that this Agreement is executed by TRITEL. In the event that TRITEL develops, constructs, leases and licenses less than forty-five (45) Tower Sites in the Kentucky Market, TRITEL shall grant CROWN the right to develop, construct, lease and license Tower Sites in its other Markets so that the cumulative number of Tower Sites which CROWN develops is no less than forty-five (45). Furthermore, TRITEL acknowledges and agrees that any Tower Sites in the event any Tower Sites are located in any Market other than Kentucky, TRITEL must grant and provide CROWN the right to develop, construct, lease and license at least ten (10) or more Sites which are (i) located in the same Market; or (ii) located along a corridor between two (2) Markets; or (iii) located within one hundred (100) miles of each other. In the event that CROWN elects not to accept an Applicable Tower Site or otherwise terminates its obligations in regards to an Applicable Tower Site or does not complete an Applicable Tower Site the total number of Tower Facilities to be constructed by CROWN under this provision will be reduced by the number of Applicable Tower Sites rejected, terminated or not otherwise completed. (b) In the event that the CROWN rejects or terminates its obligations or otherwise fails to complete or does not otherwise complete and construct twenty percent (20%) or more of the Tower Facilities or in the event that CROWN does not reject the Site Development Services pursuant to IV.B.1 and fails to complete or does not otherwise complete the construction and installation of the TRITEL Equipment (excluding the installation of the cabinet) upon twenty percent (20%)or more of the Sites for which the Site Development Services have been accepted, such actions shall constitute an Event of Default under the Agreement and in addition to any other remedies at equity or law or in the Agreement which TRITEL may have, TRITEL shall have the right to terminate the Agreement upon five (5) days written notice and for all Tower Sites for which building permits have not been issued, to require CROWN to assign or reassign any or all Ground Leases for the Applicable Tower Sites to TRITEL, or its assignee, to assign or reassign any or all Pre-Development Information to TRITEL or its assignee and to assign or reassign any other easements, leases, licenses, subleases, contracts, suppliers contracts or agreements regarding or related to any or all of the Applicable Tower Sites to TRITEL or its assignee. TRITEL or its assignee shall reimburse CROWN for the Pre-Development Costs incurred by CROWN pursuant to the milestones described in section III of this Schedule. (c) In the event that CROWN desires to build a Tower Site (for which TRITEL has not issued a search ring) for which TRITEL shall be the anchor or first licensee upon the Tower Site, but the Tower Site has not been constructed already, such Tower Site shall count towards and apply to the minimum number of Sites which TRITEL must assign to and provide to CROWN under Section I(a) of this Schedule, but the terms and conditions of the license between TRITEL and CROWN for such Tower Site shall be governed by that certain Master Lease Agreement between CROWN and TRITEL dated as of October 30, 1998 and shall not otherwise be governed by the terms and conditions of this Agreement. 51 II. DELIVERY OF PRE-DEVELOPMENT INFORMATION CROWN shall complete, make available to and deliver to TRITEL copies of all of the Pre-Development Information, as defined within this Agreement, prior to the execution of an SLA, in accordance with the following time frames: a) In conjunction with, but in any event not less than sixty (60) days from the date that TRITEL delivers CROWN notice that TRITEL has accepted a candidate for the Tower Site pursuant to Section I.E.1 or the date that CROWN has provided TRITEL with the Notice of Acceptance; CROWN shall deliver to TRITEL all Pre-Development Information for the Applicable Tower Site, however, the period for delivering the construction, engineering and architectural drawings and related site plan as listed in subsection (b) shall be no later than thirty (30) days following CROWN's receipt of final zoning approval. b) The Pre-Development Information which shall be delivered within such sixty (60) day period as described above shall include: (a) preliminary FAA aeronautical evaluation for the Tower Site; (b) engineering drawings of the tower structure and foundations to be erected at the Tower Site; (c) geotechnical report for the Tower Site; (d) title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information that may have been produced regarding the marketability of title and title to the Tower Site and the Easements; (e) environmental assessments, including phase I reports, a report relating to contemporaneous or subsequent intrusive testing, and the "FCC Checklist" performed pursuant to NEPA requirements; and, (f) the survey of the Tower Site. c) The Pre-Development Information that shall be delivered within a thirty (30) day period from the date of CROWN's receipt of final zoning approval for the Site shall include: construction, engineering and architectural drawings and related site plan pertaining to the construction of the Tower Facilities on the Tower Site and any final zoning and Governmental Approvals necessary for the construction of a tower Facility upon the Applicable Tower Site. d) TRITEL shall provide to CROWN, within ten (10) days from the date that the Notice of Acceptance has been delivered to TRITEL, an application engineering data sheet related to TRITEL's Equipment installation on the Tower Site. e) Notwithstanding the foregoing or anything else contained in the Master License , CROWN shall deliver twenty-five (25) Tower Sites fully completed and ready for the installation of TRITEL's Equipment according to the following schedule, excepting those Tower Sites delayed by TRITEL's actions or inactions or those Tower Sites delayed beyond CROWN's control, including but not limited to governmental approvals, moratoria, FAA or force majeure: October 15, 1999 five (5) Tower Sites November 15, 1999 ten (10) Tower Sites December 15, 1999 ten (10) Tower Sites CROWN shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters which have been developed by TRITEL for the best system optimization. 52 III. PRE-DEVELOPMENT COSTS CROWN shall reimburse TRITEL for the Pre-Development Costs as specified below, based upon the milestones described below (as such milestones would be completed according to industry standards) if TRITEL has performed those Pre-Development services; however, if CROWN has performed those services and the conditions of section I.G. of this Agreement occur, then TRITEL shall reimburse CROWN up to one-half of the Pre-Development Costs as detailed in section I.G. of this Agreement upon the occurrence of the events described in section I.G.: MILESTONE Cost - --------- ---- Approved Candidate [CONFIDENTIAL TREATMENT REQUESTED] Fully Executed Ground Lease [CONFIDENTIAL TREATMENT REQUESTED] Complete Survey (incl. 2-C letter) [CONFIDENTIAL TREATMENT REQUESTED] Title Report and Title Opinion [CONFIDENTIAL TREATMENT REQUESTED] Phase One Environmental [CONFIDENTIAL TREATMENT REQUESTED] NEPA Checklist [CONFIDENTIAL TREATMENT REQUESTED] Geotechnical Report [CONFIDENTIAL TREATMENT REQUESTED] Construction Drawings [CONFIDENTIAL TREATMENT REQUESTED] Non-appealable Zoning Approval [CONFIDENTIAL TREATMENT REQUESTED] Building Permit [CONFIDENTIAL TREATMENT REQUESTED] Preliminary Aeronautical Evaluation [CONFIDENTIAL TREATMENT REQUESTED] * In the event that the actual expense for the Title Report and Opinion exceeds [CONFIDENTIAL TREATMENT REQUESTED], the Pre-Development Costs for the Title Report and Opinion shall be reimbursed based upon the actual expense incurred upon the submission of a copy of the actual invoice. IV. COMMENCEMENT DATE The Commencement Date for a particular SLA shall be the date which is the later of (a) the date when CROWN has completed the installation of TRITEL's antennas and coaxial cables at the Tower Site in the event that CROWN is installing TRITEL's antennas and coaxial cable; or (b) the date which is the earlier of (1) the date that TRITEL has accepted the Tower Facilities pursuant to Section III(G) or (2) in the event that TRITEL has not accepted the Tower Facilities the date that the Tower Facilities are substantially complete so that TRITEL would be able to operate its equipment and antennae upon the Tower Site in substantial compliance with all laws, rules and regulations. V. MONTHLY FEES The monthly fee for each SLA beginning four months after the Commencement Date shall be as follows: 53 SLA MONTHLY FEES -- BASE FEE CALCULATION SLA Commencing in Month 4 -64 [CONFIDENTIAL TREATMENT REQUESTED] For each SLA signed by the parties for use of a Site within the first year after the execution of this Agreement, the monthly fees shall be [CONFIDENTIAL TREATMENT REQUESTED]. All fee amounts shall increase by [CONFIDENTIAL TREATMENT REQUESTED] each renewal term. Notwithstanding the foregoing, the SLA Monthly Fees shall not commence, and TRITEL shall not be obligated to pay for or be liable for the SLA Monthly Fee, until four (4) months after the Commencement Date. The foregoing fee shall include the space for up to a 10' x 20' concrete equipment pad inside the Tower Site compound area. Should TRITEL require a larger area inside the compound (e.g. for a generator or fuel tank), an additional fee of [CONFIDENTIAL TREATMENT REQUESTED]/ sq. ft./year will be charged. V1. APPROVAL OF PLANS AND SPECIFICATIONS In the event that TRITEL has not obtained Plans and Specifications for the Tower Facility, CROWN shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to TRITEL within the following time frames: Within a thirty (30) day period from the date of CROWN's receipt of final zoning approval CROWN shall deliver to TRITEL the site construction, engineering and architectural drawings and related site plan pertaining to the construction of the Tower Facilities on the Tower Site and copies of all zoning and Governmental Approvals necessary for the completion of construction of the Tower Facilities upon the Tower Site. VII. CONSTRUCTION SCHEDULE CROWN shall commence construction of the Tower Facility within the following time frames: From the date CROWN or TRITEL receives a non-appealable, final zoning approval, CROWN agrees to file for any and all applicable building permits for the Tower Site within ten (10) days. From the date CROWN receives the applicable building permits, CROWN will commence construction of the Tower Facilities upon the Tower Site within five (5) days. CROWN shall deliver all Sites fully completed with the TRITEL Equipment (excluding the installation of the cabinet) fully installed, excepting those Sites and/or TRITEL Equipment delayed by TRITEL'S actions or those Sites and/or TRITEL Equipment delayed beyond CROWN's control, including but not limited to Governmental Approvals (including FAA applications), moratoria, or force majeure, within sixty (60) days after the receipt of necessary building permits. CROWN shall issue a Notice of Completion pursuant to Section III.G of the Agreement according to the schedules provided in Sections II and VII of this Exhibit. 54 CROWN shall have installed and completed the installation of the TRITEL Equipment (excluding the installation of the cabinet) pursuant to the Site Development Services outlined in Exhibit "F" on or before the delivery of the Notice of Completion. CROWN shall diligently exercise its best efforts to construct and deliver all of the Tower Sites in the clusters that have been developed by TRITEL for the best system optimization. VIII. In the event that CROWN does the Site Development Services described in Exhibit F for the installation of the TRITEL Equipment (excluding the installation of the cabinet upon the Applicable Tower Site), upon the completion of the Site Development Services described in Exhibit F and the acceptance of the installation of the TRITEL Equipment (excluding the installation of the cabinet upon the Applicable Tower Site) and the Site Development Services pursuant to Section III.G, TRITEL shall pay to CROWN the sum of Thirty Seven Thousand and no/100 Dollars ($37,000.00) for the Site Development Services. IX. MODIFICATION. This Schedule shall be added to and modify the terms and conditions of the Master License and hereby is incorporated into the terms of the Master License. In the event that there is a conflict or contradiction between the terms and conditions of the Master License and this Schedule, the terms and conditions of this Schedule shall control. IN WITNESS WHEREOF, CROWN and TRITEL have signed this Schedule as of the date and year first above written. TRITEL: CROWN: TRITEL COMMUNICATIONS, INC. CROWN COMMUNICATION INC. By: By: -------------------------------- -------------------------------- Name: William S. Arnett Name: ------------------------------ ------------------------------ Title: President Title: ----------------------------- ----------------------------- APPROVED BY CROWN LEGAL DEP'T ----------------- 55 EXHIBIT "D" SITE LICENSE ACKNOWLEDGMENT SITE IDENTIFICATION NO: ---------------------------------- CROWN PROJECT NUMBER: ---------------------------------- SITE NAME: ---------------------------------- This Site License Acknowledgment ("SLA") is made and entered into as of this ___ day of ______________, _____, by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation, ("TRITEL") and CROWN COMMUNICATION INC., a Delaware corporation ("CROWN"), pursuant and subject to that certain Master Build-To-Suit Services and License Agreement (the "Agreement") by and between the parties hereto, dated as of __________, 1999. All capitalized terms have the meanings ascribed to them in the Agreement. 1. CROWN authorizes TRITEL to use and hereby licenses to TRITEL a portion of that certain parcel of property, located in the Municipality of _______, the County of ________, and the State of _______, more particularly described as a ______' by ______' parcel containing approximately ________ square feet situated at _____________ (add legal description) which is described in Exhibit "1" attached hereto (the "Ground Space"), together with the non-exclusive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a _____ feet (______') wide right-of-way and/or easement extending from the nearest public right-of-way, ____________ to the premises, said premises and right-of-way for access being substantially as described herein in Exhibit "1" and to and from such easement, to and from the Ground Space and to and from the Ground Space to the antennae and equipment described in Section 2. 2. TRITEL shall also have the right to and CROWN hereby grants to TRITEL the license to install its antennas and equipment upon the Tower Facilities consistent with the specifications and in the locations described below: Manufacturer and type-number: ------------ ------------ Number of antennas: ------------ Weight and dimension of antenna(s) (LxWxD): ------------ Transmission line mfr. & type no.: ------------ Diameter & length of transmission line: ------------ Location of antennas (as described in Exhibit "2" attached hereto and made a part hereof): ------------ Height of antenna(s) on structure: ------------ 56 Direction of radiation: ------------ Equipment building/floor space dimensions (as described in Exhibit "3" attached hereto and made a part hereof): ------------ Frequencies/Max Power Output: ------------ That portion of the Site and the rights for ingress, egress, utilities, poles, cables, conduits and pipes described in paragraph 1 above and the space on and in the communications facility described in this paragraph 2, and the space for wires, cables, conduits and pipes to and from the facilities and the space in the ground constitute the "TRITEL Premises" under the terms of the Agreement. To the extent that TRITEL requires the use of a building at the Site, such space within the building shall be included in the definition of the TRITEL Premises and described in Exhibit 3. 3. The monthly fee payment due and payable by TRITEL to CROWN shall be as provided in the Agreement. The parties agree that the first monthly fee shall be in the amount of $______, escalating in accordance with the terms of the Master Lease or schedule attached thereto by fifteen percent (15%). 4. The term of this SLA shall be in effect for an initial period of sixty-four (64) months from _____. The term of this SLA shall be automatically extended for up to four (4) additional five (5) year terms unless TRITEL terminates this Agreement by giving CROWN written notice of the intent to terminate at least six (6) months prior to the end of the then-current term. 5. The parties acknowledge that CROWN's rights in the Site derive from a certain contract dated _______, between CROWN and a third party; said contract hereinafter referred to as the "Prime Lease" and attached hereto as Exhibit "4" to the SLA. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 57 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written. TRITEL COMMUNICATIONS, INC. By: ------------------------------------- Print Name: Kenneth F. Harris ----------------------------- Title: Director of Site Acquisition and Property Administration ---------------------------------- Date: ----------------------------------- CROWN COMMUNICATION INC. By: --------------------------------------- Print Name: ------------------------------- Title: ------------------------------------ Date: ------------------------------------- 58 EXHIBIT "1" TO THE SLA PROPERTY DESCRIPTION (INCLUDING ACCESS EASEMENT OR RIGHT-OF-WAY) [Remainder of Page Left Intentionally Blank] 59 EXHIBIT "2" TO THE SLA LOCATION OF ANTENNAS [Remainder of Page Left Intentionally Blank] 60 EXHIBIT "3" TO THE SLA DESCRIPTION OF EQUIPMENT BUILDING/FLOOR SPACE (IF ANY) [Remainder of Page Left Intentionally Blank] 61 EXHIBIT "4" TO THE SLA PRIME LEASE [Remainder of Page Left Intentionally Blank] 62 EXHIBIT "H" SPECIAL CONDITIONS, FACILITY RULES AND REGULATIONS, AND ACCESS AND SECURITY PROCEDURES FOR USERS I. GENERAL A. PURPOSE 1. The purpose of these Site Standards is to create a quality site installation. These standards are to be in effect for each site at which TRITEL has equipment in, on or at the site and at which TRITEL has a license to use pursuant to a Tower License to which this document is an attachment. B. STATE AND NATIONAL STANDARDS All installations must conform with all state and national regulations and the following state and national codes or any supplements, amendments or provisions which supercede them: 1. American National Standards Institute ("ANSI"): ANSI/TIA/EIA-222-F Structural Standards for Steel Antenna Towers and Antenna Supporting Structures 2. FAA Regulations: Vol. XI, Part 77 Objects Affecting Navigable Airspace Advisory Circular High Intensity Obstruction Lighting Systems AC 150/5345-43, FAA/DOD Specifications L-856 3. FCC Rules and Regulations: Code of Federal Construction, Marking and Lighting of Antenna Regulations Title 47 Structures Chapter I, Part 17 4. National Electrical Code (NFPA 70) 5. Building Officials and Code Administrators International, Inc. Basic National Building Code Basic National Mechanical Code State Building Code 6. National Fire Protection Association ("NFPA") Code 101 - Life Safety Code 90A - Installation of Air Conditioning and Ventilating Systems Code 90B - Installation of War Air Heating and Air Conditioning Systems Code 110 - Emergency and Standby Power Systems Code 780 - Lightning Protection 7. State Fire Safety Code 1 8. Occupational Safety and Health Administration ("OSHA") Safety and Health Standards (29 C.F.R. ss. 1910) General Industry Subpart R Special Industries Section 1910.268 Telecommunications Section 1926.5 10 Subpart M Fall Prevention 9. Motorola Grounding Guideline for Cellular Radio Installations, Document No. 68P81150E62, 7/23/92 or Lucent (formerly AT&T) AUTOPLEX(c) Cellular Telecommunications Systems, Lightning Protection and Grounding, Customer Information Bulletin 148B, August 1990, or latest revision. C. GENERAL/APPROVAL 1. TRITEL will furnish the following to CROWN prior to installations of any equipment: a. Completed Application. (TRITEL must make new application to CROWN for change in antenna position or type). b. Fully executed supplement. c. Copies of construction/building permits (unless the original is required by government law, rule or regulation in which event the original will be supplied), if not obtained by CROWN or its designee. d. Final survey by a registered or licensed surveyor outlining property boundaries, improvements, easements and access, if not obtained by CROWN or its designee. e. Accurate block diagrams showing operating frequency range of all system components (active or passive) with gains and losses in dB, along with power levels. f. Complete list of all materials required for the installation. 2. The following will not be permitted at the site without the prior written consent of CROWN: a. Any equipment without FCC type acceptance or equipment, which does not conform to FCC rules and regulations. b. Add-on power amplifiers. c. "Hybrid" equipment with different manufacturers' RF strips. d. Open rack mounted receivers and transmitters. 2 e. Equipment with crystal oscillator modules that have not been temperature compensated. f. Digital/analog hybriding in exciters, unless type-accepted. g. Non-continuous duty rated transmitters used in continuous duty applications. h. Transmitter outputs without a harmonic filter and antenna matching circuitry. i. Ferrite devices looking directly at an antenna. j. Nickel plated connectors. k. Cascaded receiver multicouplers/preamps. 3. Unless otherwise stated within the Tower License, no work shall be performed upon the Tower, without the prior written consent of CROWN, which consent shall not be unreasonably withheld, delayed or conditioned. Scheduling of work upon the Tower will be coordinated with CROWN to allow CROWN to have a representative present at the site during the performance of the work, at CROWN's option. All installation, repair and maintenance work conducted by TRITEL will be in accordance with good engineering practices and this specification. 4. No animals, children or bicycles are permitted at the Site at any time. 5. Unless otherwise stated within the Tower License, only representatives or contractors of CROWN are authorized to climb towers for antenna installation, repair or maintenance, provided however, upon prior consent of and notice to CROWN, which consent shall not be unreasonably withheld, delayed or conditioned, and upon the terms and conditions of the Master License, TRITEL or its contractors may climb antennas for installation, repair or maintenance. D. LIABILITY 1. It will be the responsibility of TRITEL to comply with all of the Site Standards set forth herein. E. INSPECTION In accordance with the terms of the Tower License, CROWN reserves the right to inspect TRITEL's area during the License Term in order to ensure compliance with the standards set forth herein. Any such inspection will be solely for the benefit and use of CROWN and does not constitute any approval of or acquiescence to the conditions that might be revealed during the course of the inspection. 3 F. EQUIPMENT 1. Movement of "bulky" equipment upon the Tower will be restricted to times designated by CROWN. CROWN will determine the method of routing such items to ensure the safety of all concerned parties and minimize damage. Advance notice of at least twenty-four (24) hours is required for the movement of equipment upon the Tower. 2. CROWN will have the authority to determine the maximum equipment weight allowed upon the Tower. II. RADIO FREQUENCY INTERFERENCE PROTECTIVE DEVICES A. If due to TRITEL's use or proposed use there exists any change to the Radio Frequency ("RF") environment, it will be at CROWN's reasonable discretion to require any or all of the following: 1. Intermodulative ("IM") protection panels can be installed in lieu of separate cavity and isolator configurations; however, CROWN's approval is required, which approval will not be unreasonably withheld, delayed or conditioned. 2. TRITEL will provide CROWN with its FCC type acceptance number. B. Frequencies not included in the above subparagraph will be reviewed on a case-by-case basis. C. Hybrid transmitter combining will have a band pass filter installed on the output with the following minimum attenuation at 1 MHz from the transmit frequency: 30 MHz to 1 GHz -- 14 dB attenuation. D. All cavities are to be 3/4 wavelength, silver plated type. E. Additional protective devices may be required based upon CROWN's evaluation of the following information: 1. Theoretical Transmitter mixes 2. Antenna location and type 3. Combiner/multicoupler configurations 4. Transmitter specifications 5. Receiver specifications 6. Historical problems 7. Transmitter to transmitter isolation 8. Transmitter to antenna isolation 9. Transmitter to receiver isolation 10. Calculated and measured level of IM products 11. Transmitter output power 12. Transmitter Effective Radiated Power ("ERP") 4 13. Spectrum analyzer measurements 14. Voltage Standing Wave Radio ("VSWR") measurements 15. Existing cavity selectivity F. In accordance with the terms of the SLA, TRITEL will be required to immediately correct excessive cabinet leakage, which causes interference to other users of the Site. G. Questions regarding the IM Protection should be directed to the attention of: Crown Network Systems, Inc., RF Engineer Manager. Telephone: (724) 416-2000. III. ANTENNAS AND ANTENNA MOUNTS A. All mounting hardware to be utilized by TRITEL will be as specified by the tower manufacturer and approved by CROWN, which approval shall not be unreasonably withheld, delayed or conditioned. B. Connections will be taped with vinyl stretch tape (Scotch #33-T or equivalent) and Scothkoted or equivalent, including booted pigtails. C. Antenna(s) and antenna mounts must be the manufacturer's VSWR specifications. D. Any corroded elements must be repaired or replaced. E. Antenna(s) and antenna mounts will be DC grounded type or will have appropriate lightning protection as approved by CROWN, which approval shall not be unreasonably withheld, delayed or conditioned. F. No welding or drilling on mounts will be permitted. G. All antennas will be encased in fiberglass or ABS randomes. H. Antenna lines entering any equipment shelter must have a suitable lightning surge arrestor installed within two (2) feet of the cable entry port. The surge arrestor must be bonded to the site grounding system. IV. CABLE A. All transmission lines will be installed and maintained to avoid kinking and/or cracking. B. Transmission interconnecting cables and jumpers will be constructed of solid copper outer conductor "superflex" or hardline. C. Cables will not be installed, after the initial installation, without written permission by CROWN, which permission will not be unreasonably withheld, delayed or conditioned. 5 D. Each cable will be tagged with weatherproof labels showing the manufacturer, model and owner's name at both ends of the cable run. E. Each cable fastener, exposed to the weather, will be stainless steel or corrosion resistant. F. All interconnecting cables/jumpers will have shielded outer conductor. G. Interior cables will run in troughs or cable trays and on cable or waveguide bridges at intervals of no less than three (3) feet. H. Outside cables will be attached with stainless steel or corrosion resistant hangers and non-corrosive hardware. Cables will be routed to the Tower via the ice bridge. I. All unused lines will be tagged, using color codes, at both ends showing termination points with the appropriate impedance termination at each end. J. All AC line cords must be 3-conductor type with attached grounding plugs. K. All antenna transmission lines will be grounded at both the antenna and equipment ends and at the equipment shelter entry point, with the appropriate grounding kits. Grounding will be in accordance with paragraph XIV of this specification. L. All antenna lines will have a jacketed, corrugated, solid outer, copper conductor. M. All cables running to and from the exterior of the cabinet will be one-hundred percent (100%) ground shielded. Preferred cables are: Heliax, Superflex or braided grounds with foil wrap. N. All other interior cables must be1/4",1/2" superflex or 3/8" value flex as manufactured by Andrew Corporation or approved equal, which approval shall not be unreasonably withheld, delayed or conditioned. V. CONNECTORS A. Connectors will be Teflon filled, UHF or N type, including chassis/bulkhead connectors. B. Connectors will be properly fabricated (soldered, if applicable), if field installed. C. Connectors will be taped and Scotchkoted or equivalent at least 4" onto the jacket, if exposed to the weather. D. Male pins must be of proper length, in accordance with manufacturer's specifications. E. Female contacts will not be spread. 6 G. Connectors must be "pliers tight." "Hand tight" is not acceptable. H. Connectors will be silver-plated or brass. I. Connectors must be electrically and mechanically equivalent to the Original Equipment Manufacturers ("OEM") connectors. VI. RECEIVERS A. No RF preamps will be permitted on the front end, unless authorized by CROWN, which authorization shall not be unreasonably withheld, delayed or conditioned. CROWN acknowledges and agrees that TRITEL is hereby authorized to us a TMA Tower Mounted Amplifier. B. All RF shielding must be in place. C. VHF frequencies and higher must use helical resonator front ends. D. Receivers must meet manufacturer's specifications, particularly with regard to bandwidth, discriminator, swing and symmetry and spurious responses. E. Crystal filters, pre-selectors, and cavities must be installed in RX legs, where appropriate. F. All repeater tone squelch circuitry must use "AND" logic. VII. TRANSMITTERS A. Transmitters must meet manufacturer's original specification. B. All RF shielding must remain in place. C. Each transmitter must be equipped with a visual operation indicator. D. Transmitters must be tagged with owner's name, contact name, contact phone number, equipment model number, serial number and operating frequency(ies) and a copy of TRITEL's current FCC license for the equipment. E. All low level, pre-driver and driver stages in the exciters must be shielded. F. All power amplifiers must be shielded. G. Output power will not exceed that specified on the applicable FCC license. VIII. COMBINERS/MULTICOUPLERS A. Combiners/muplticouplers will meet the manufacturer's specifications. 7 B. Combiners/muplticouplers must be tuned using the manufacturer's approved procedures. C. Combiners/muplticouplers must provided a minimum of 60 dB transmitter to transmitter isolation. IX. CABINETS A. All cabinets must be bonded together and to the equipment building ground system. B. All cabinet doors must be secured. C. All non-original holes larger than 1" must be covered with copper screen or solid metal plates. D. Current license for all operating frequencies must be mounted on the cabinet exterior for display at all times. X. MAINTENANCE/TUNING PROCEDURES A. Access to equipment and antennas will be by authorized personnel only, provided however, access to equipment and antennas on the Tower will only be by authorized and approved personnel. B. Only qualified employees of TRITEL will perform maintenance and tuning. Prior written consent is not required for this work. C. All external indicator lamps/LED displays must be operational. D. Equipment operating parameters must meet manufacturer's specifications. E. All cover, shield and rack fasteners must be in place and securely fastened following these procedures. F. Local speakers and/or orderwire systems will be used during service, testing or other maintenance procedures. These systems will be turned "OFF" following procedures. XI. INTERFERENCE DIAGNOSTIC PROCEDURES A. In accordance with the Tower License, TRITEL must cooperate immediately with CROWN when called upon to investigate a source of interference, whether or not it can be conclusively proven that TRITEL's equipment is involved. XII. TOWER This section deals with items, which are to be mounted on, attached to or affixed to the Tower. 8 A. Ice Shields: 1. At CROWN's reasonable discretion, protective ice shields may be required. B. Climbing Bolts and Ladders: 1. All attachments made to the tower will be made in such a manner as not to cause any safety hazard to other licensees or cause any restriction of movement on, or to any climbing ladders, leg step bolts or safety cables. C. Bridge: 1. The cable or waveguide will be secured to the bridge brackets, if required using the manufacturer's clamps or other hardware specified for the application. 2. Supports and support locations will be in accordance with the manufacturer's recommendations, specific for the type of cable or waveguide used. 3. No cable or waveguide will be clamped, tied or in any way affixed to the bridge run owned by CROWN. D. Cable ladder or Brackets: 1. CROWN will install a ladder or brackets for the vertical routing of cable and waveguides. This ladder or brackets will extend from the horizontal to the vertical transmission at the point where the bridge meets the tower to the location that the cable or waveguide leaves the bridge to route to the antenna. 2. All cable and waveguides are to be attached to the ladder in accordance with the cable or waveguide manufacturer's recommendations. 3. No cable or waveguide will be clamped, tied or in any way affixed to a run owned by CROWN. E. Distribution Runs: 1. Cable or waveguide runs, from the cable ladder to the point of connection with the antenna, shall be routed along tower members in a neat and workmanlike manner to produce a professional site appearance. 2. Cable and/or waveguide runs shall be routed so as not to impede the safe use of the tower leg or climbing bolts. In addition, runs will not restrict access for CROWN or other TRITEL. 9 3. Distribution runs will be clamped to the tower in accordance with the recommendations of the cable or waveguide manufacturer. 4. No cable or waveguide will be clamped, tied or in any way affixed to a run owned by CROWN. F. Lengths: 1. Cable and/or wavelength runs will not be longer than necessary to provide a proper connection and normal maintenance and operation, unless otherwise approved by CROWN. 2. No coiled lengths will be permitted on the tower, bridge or on the ground. G. Entry: 1. Entry of cable or waveguide to the interior of the equipment shelter will be via ports provided in the equipment shelter's wall. 2. Cable and/or waveguide entrance port will be provided with a boot to seal. The boot shall be a Microflect or equivalent commercial product made specifically for the type of cable or waveguide and the size of the port. 3. Seals will be installed in accordance with the manufacturer's instructions and will be sealed against moisture. XIII. EQUIPMENT LOCATED WITHIN CROWN'S EQUIPMENT BUILDING A. Equipment Installation Requirements in CROWN Buildings: 1. Mounting of equipment or accessories to interior or exterior building walls must be approved by CROWN prior to installation. 2. All racks and equipment will be plumb and true with walls and floor. 3. Installation of the equipment will be consistent with the electrical and operation requirements of the equipment. 4. Equipment and accessories will be installed in a neat and workmanlike manner to provide a professional, finished installation. B. Transmission Lines and/or Waveguide Routing: 1. All cables or waveguides will be placed and secured in cable trays or troughs within the equipment shelter to the equipment racks and termination points. 10 2. Transmission lines will be fastened to the tower's waveguide ladder using the proper mechanical hanger or snap-in hanger kit except on side arms and small masts where stainless steel wraplock is permitted. C. Lengths: 1. Cable and waveguide lengths will not be longer than necessary to provide proper connection. 2. No coiled lengths will be permitted in the tray or elsewhere in the equipment shelter. D. CROWN has provided transient surge protection on the primary AC feed to the equipment shelter. However, CROWN does not provide any warranty against electrical surge. Therefore, CROWN recommends that TRITEL install, at TRITEL's expense, individual transient surge protection on each circuit used by TRITEL. E. TRITEL will operate its equipment with all shields attached, cabinet doors closed and side panels attached. All external indicator lamps and LED's must be operational at all times. F. Neither TRITEL nor its representatives will interfere with any other TRITEL's equipment in the equipment shelter. TRITEL will not trip any electric service breakers for any reason without CROWN's prior, written approval, which approval shall not be unreasonably withheld, delayed or conditioned. G. TRITEL will not adjust, attempt to adjust or otherwise tamper with the temperature control thermostats within the equipment shelter. CROWN will adjust thermostats as required to maintain the standard building temperature. H. TRITEL will rack mount as much equipment as possible to conserve floor space. XIV. GROUNDING A. TRITEL must adhere to the grounding specifications listed in Section I, based upon TRITEL's equipment at the site. B. All exterior grounding connections to the main ground loop will use exothermic welding (Cadweld). C. All antennas will be bonded to the Tower. D. Cable and waveguides will be grounded, as a minimum, at three (3) specific points. These locations include: 1. At the top of the run, immediately above the hoisting grip. 2. At the bottom of the run, above the horizontal transition. 11 3. Prior to the point of entry to the equipment shelter. E. The additional hoisting grips and grounding kits will be in accordance with the manufacturer's instructions. Hoisting grips will be used at a minimum of two-hundred and fifty (250) feet vertical intervals. F. Grounding cable 7/8" diameter or less will enter the building through the strike plate. G. All cable and waveguides will be grounded to the Tower at the point where the run effectively breaks from the Tower for the run to the antenna. Grounding hardware will be clamps or other hardware specifically manufactured for the application. H. All cable and waveguides will be grounded on the vertical run, just above the transition from a vertical tower to a horizontal bridge run. Grounding hardware will be clamps or other hardware specifically manufactured for the application. I. A grounding plate (buss bar) must be provided on the exterior of each equipment shelter or cabinet, near the entry ports for the purpose of terminating ground leads from the cables and waveguides. Grounding hardware will be clamps or other hardware specifically manufactured for the application. J. On installations where the vertical tower length exceeds two-hundred (200) feet, it is recommended that the run be grounded at equally spaced intermediate points along the entire length of the run. K. Cable and waveguide grounding leads will connect to a separate point for each run to the common ground point. L. Grounding straps will be kept to a minimum length and as near as possible to the vertical down lead. Straps will be consistent with the restraints of protective dress and access. M. Each rack will be properly sized, insulated ground lead from the rack safety and signal grounds to a grounding point on the ground plate. N. The insulated ground lead must follow the cable tray routing and must be located in the tray. O. Each rack will be separately grounded. XV. ELECTRICAL A. Polarized electrical outlets must be installed for all transmitters when possible. B. Surge protection will be provided for all base stations. 12 XVI. ELECTRICAL DISTRIBUTION A. All electrical wiring from the distribution breaker panel will be via rigid metal conduit, routed along the under side of the cable tray to a point directly above the equipment rack. B. TRITEL may select how to distribute wiring from the point above the equipment rack to its equipment or equipment rack. XVII. TEMPORARY LOADS A. Test equipment, soldering irons or other equipment serving a test or repair function will be used if the total load connected to any single or duplex receptacle does not exceed fifteen (15) amps. B. Test equipment to be used in place for more than seven (7) days will require approval by CROWN prior to placement, unless otherwise noted in the Tower License. XVIII. DOORS A. Equipment shelter doors will be kept closed at all times unless being used for moving equipment. XIX. SITE APPEARANCE A. TRITEL will be required to remove all trash, dirt, debris and other materials which it places upon the Site from the site. B. No food or drink will be permitted in any equipment shelter. C. No smoking is permitted at the Site. D. Doorways, vestibules and other areas in and around the Site will not be obstructed or used by TRITEL for any purpose other than the intended purpose. E. TRITEL's installation must be maintained in a neat and orderly manner. XX. STORAGE A. No equipment parts or materials will be stored on site by TRITEL. XXI. REPORTING ON SITE A. Emergency twenty-four (24) hour contact number(s) must be displayed on the outside of TRITEL's equipment cabinets or TRITEL's building. B. Routine service calls will be scheduled between the hours of 8:00 a.m. and 5:00 p.m. weekdays. 13 C. Personnel must utilize access cards to prevent activation of the alarm system when entering an equipment shelter. When exiting the equipment shelter, the security system must be re-armed. TRITEL will comply with these Site Standards requirements for the security of the site; however, in the event that such Site Standards differ from the provisions of the Agreement or the SLA, then the conditions detailed in the Agreement or the SLA shall control. 14 EXHIBIT "D" FORM SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made as of _____________________, 1999, by and among KEY CORPORATE CAPITAL INC., as agent (the "Agent") for itself and the other FINANCIAL INSTITUTIONS listed on the signature pages of the Loan Agreement (as defined below), and their successors and assigns, TRITEL COMMUNICATIONS, INC., a Delaware corporation (hereinafter referred to as "Tenant"), and CROWN COMMUNICATION INC., a Delaware corporation (hereinafter referred to as "Landlord"). The Agent and such other financial institutions may be referred to hereinafter individually as a "Bank" or collectively as the "Banks." RECITALS A. Landlord and Tenant are parties to that certain Master Build to Suit Services and License Agreement, dated as of __________, 1999, (the "Build to Suit Agreement"), pursuant to which Landlord will build certain communications towers for Tenant and its affiliates, and Tenant and its affiliates will lease space on such towers from Landlord pursuant to the terms of site leases, the form of which lease is attached as an Exhibit to the Build to Suit Agreement (hereinafter referred to collectively as the "Leases"). The premises that are or at any time hereafter become subject to a Lease may be hereinafter referred to collectively as the "Premises". B. Landlord, Agent and the Banks which are a party thereto have entered into a Loan Agreement dated as of July 10, 1998 (as the same may be amended, restated, modified or extended, the "Loan Agreement"), which is hereby incorporated herein by this reference, pursuant to which the Banks have agreed to make available to the Borrower up to $100,000,000 on a revolving credit basis, which is guaranteed by all of Landlord's subsidiaries pursuant to the Subsidiary Guaranty and secured by among other things, certain Security Agreements and certain Mortgages (hereinafter referred to as the "Collateral Documents"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. C. Tenant has agreed that the Leases shall be subject and subordinate to the Collateral Documents held by Lender, provided Tenant is assured of continued occupancy of the Premises under the terms of the Leases, so long as it is not in default thereunder. D. A portion of the proceeds of the Loans will be used by Landlord to construct Towers pursuant to the Build to Suit Agreement. E. It is a condition precedent to the extensions of credit to Landlord under the Loan Agreement that Landlord and Tenant, among other things, shall have executed and delivered this Agreement. AGREEMENTS In consideration of the foregoing recitals and the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Build to Suit Agreement or any Lease to the contrary, the parties, intending to be legally bound, agree as follows: 1. Agent, Tenant and Landlord do hereby covenant and agree that the Build to Suit Agreement and the Leases, with all rights, options, liens and charges created thereby, are and shall continue to be subject and subordinate in all respects to the Collateral Documents and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder. 2. Agent does hereby agree with Tenant that, in the event Agent becomes the landlord under any Lease or the owner of any of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the applicable Lease, (a) Agent will take no action which will interfere with or disturb Tenant's possession or use of such Premises or other rights under such Lease, and (b) such Premises shall be subject to such Lease and Agent shall recognize Tenant as the tenant of such Premises for the remainder of the term of such Lease (including renewal options) in accordance with the provisions thereof; provided, however, that (i) Agent shall not be subject to any offsets or defenses which Tenant might have against Landlord or any prior landlord except those which arose under the provisions of such Lease out of such landlord's default and accrued after Tenant had notified Agent and given Agent the opportunity to cure same as hereinbelow provided, (ii) Agent shall not be liable for any act or omission of Landlord or any prior landlord, (iii) Agent shall not be bound by any rent or additional rent which Tenant might have paid for more than the current month to Landlord or any prior landlord, and (iv) Agent shall not be bound by any amendment or modification of such Lease made without its consent. 3. Tenant does hereby agree with Agent that, in the event Agent or its assignee or nominee becomes the landlord under any Lease or the owner of any of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Agent (or its assignee or nominee) as the landlord under the applicable Lease for the remainder of the term thereof (including renewal options), and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of such Lease. Tenant further covenants and agrees to execute and deliver upon request of Agent, or its assignee or nominee, an appropriate agreement of attornment to Agent or its assignee or nominee and any subsequent titleholder of such Premises. Such attornment, however, is contingent upon Agent meeting the assignment requirements of the Build to Suit Agreement and the Leases, i.e., in all cases, to the extent that Agent has "adequate industry experience" and such Agent has a minimum Net Worth of Seventeen Million and Five Hundred Thousand Dollars ($17,500,000), then the attornment shall be effectuated. "Adequate industry experience" means a minimum of five (5) years experience owning and managing wireless communication towers either at the level of the company or its principal managers with multiple collocated carriers and a demonstrated record of material compliance with all laws and regulations, federal, state and local, and conformance to reasonable industry standards. -65- 4. So long as the Commitment or any of the Obligations under the Loan Agreement or any of the Collateral Documents remains outstanding and unsatisfied, Tenant will mail or deliver to Agent, at the address and in the manner hereinbelow provided, a copy of all notices permitted or required to be given to Landlord by Tenant under and pursuant to the terms and provisions of any Lease. At any time before the rights of Landlord shall have been forfeited or adversely affected because of any default of Landlord, or within the time permitted Landlord for curing any default under any Lease as therein provided (but not less than thirty days from the receipt of notice in the case of a non-monetary default and ten (10) days in the case of a monetary default), Agent may, but shall have no obligation to, pay any taxes and assessments, make any repairs and improvements, make any deposits or do any other act or thing required of Landlord by the terms of such Lease; and all payments so made and all things so done and performed by Agent shall be as effective to prevent the rights of Landlord from being forfeited or adversely affected because of any default under such Lease as the same would have been if done and performed by Landlord. Nothing contained herein shall be construed as an obligation of Agent to cure such default. Furthermore, nothing contained herein or in any Lease shall create any express or implied obligation on the part of Agent to perform any construction of "improvements" under any Lease in the event of default by Landlord or in the event Agent acquires the Premises by foreclosure or deed in lieu of foreclosure. 5. Tenant acknowledges that Landlord will grant a security interest to Agent in the Build to Suit Agreement and the Leases, and in all rents, payments and other proceeds thereof, as security for the Obligations and the Loans, and Tenant hereby expressly consents to such grant and security interest and to any subsequent assignment or transfer by Agent pursuant to the Collateral Documents following the occurrence and during the continuance of an Event of Default. Such consent to assignment or transfer, however, is contingent upon such assignment or transfer being in accordance with the terms of the Build to Suit Agreement and the Leases. 6. If any Lease contains a right of first refusal, right of first offer or similar right in favor of Tenant in respect of any transfer of any of the Premises subject to such Lease, Agent agrees that any assignment or transfer by Agent pursuant to the Collateral Documents following the occurrence and during the continuance of an Event of Default shall be subject to any such right. 7. Tenant acknowledges and agrees that the security interests granted by Landlord to Agent under the Collateral Documents is granted to Agent solely as security for the Obligations, and Agent shall have no duty, liability or obligation under the Build to Suit Agreement or any Lease or any extension or renewal thereof, unless Agent shall specifically undertake such liability in writing or Agent becomes the successor landlord under such Lease. 8. Landlord and Tenant hereby certify to Agent that the Leases have been duly executed by Landlord and Tenant and are in full force and effect; that the Leases and any modifications and amendments specified herein are a complete statement of the agreement between Landlord and Tenant with respect to the leasing of the Premises, and the Leases have not been modified or amended except as specified herein or therein; that to the knowledge of Landlord and Tenant, no party to any Lease is in default thereunder; that no rent under any Lease has been paid more than thirty days in advance of its due date; and that Tenant, as of this date, -66- has no charge, lien or claim of offset under any Lease, or otherwise, against the rents or other charges due or to become due thereunder. 9. Unless and except as otherwise specifically provided herein, any and all notices, elections, approvals, consents, demands, requests and responses thereto ("Communications") permitted or required to be given under this Agreement shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed to have been properly given and shall be effective upon the earlier of receipt thereof or deposit thereof in the United States mail, postage prepaid, certified with return receipt requested, to the other party at the address of such other party set forth hereinbelow or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance herewith; provided, however, that the time period in which a response to any Communication must be given shall commence on the date of receipt thereof; and provided, further, that no notice of change of address shall be effective with respect to Communications sent prior to the time of receipt thereof. Receipt of Communications hereunder shall occur upon actual delivery whether by mail, telecopy transmission, messenger, courier service, or otherwise) to an individual party or to an officer or general or limited partner of a party or to any agent or employee of such party at the address of such party set forth hereinbelow, subject to change as provided hereinabove. An attempted delivery in accordance with the foregoing, acceptance of which is refused or rejected, shall be deemed to be and shall constitute receipt; and an attempted delivery in accordance with the foregoing by mail, messenger or courier service (whichever is chosen by the sender) which is not completed because of changed address of which no notice was received by the sender in accordance with this provision prior to the sending of the Communication shall also be deemed to be and constitute receipt. Any Communication, if given to Agent, must be addressed as follows, subject to change as provided hereinabove: if given to Agent, to: Key Corporate Capital Inc. 127 Public Square Cleveland, Ohio 44114-1306 Attn: Media and Telecommunications Finance Division Telecopy: 216-689-4666 With a copy (which shall not constitute notice) to: Timothy J. Kelley, Esq. Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036 Telecopy: 202-776-2222 -67- if given to Tenant, to: Tritel Communications, Inc. 112 East State Street, Suite B Ridgeland, Mississippi 39157 Attn: Kenneth Harris Telecopy: 601-898-6216 and, if given to Landlord, to: Crown Communication Inc. 375 Southpointe Blvd. Canonsburg, Pennsylvania 15317 Attn: General Counsel Telecopy: 724-416-2468 with a copy to (which shall not constitute notice) to: Crown Castle International Corp. 510 Bering Drive, Suite 500 Houston, TX 77057 Attn: Chief Financial Officer and General Counsel Telecopy: 713-570-3150 10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. When used herein, the term "landlord" refers to Landlord and to any successor to the interest of Landlord under any Lease. 11. This Agreement shall be governed by and construed in accordance with the laws of the state where the Premises are located without regard to the conflicts of law provisions thereof. 12. The parties acknowledge that the Leases and any supplements thereto may be signed by affiliates of Tenant as well as by Tenant. Tenant is executing this Agreement on behalf of itself and all of its affiliates. Any reference herein to Tenant shall also, to the extent required or permitted by the context, be deemed to be a reference to Tenant's affiliates. -68- IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written. LANDLORD: Signed, sealed and delivered in the presence of: CROWN COMMUNICATION INC. By: - ----------------------------------- ----------------------------------- Unofficial Witness Name: --------------------------------- Title: -------------------------------- [CORPORATE SEAL] - ----------------------------------- Notary Public Commission Expiration Date: - ----------------------------------- (NOTARIAL SEAL) AGENT: Signed, sealed and delivered in the presence of: KEY CORPORATE CAPITAL INC By: - ----------------------------------- ----------------------------------- Unofficial Witness Name: --------------------------------- Title: -------------------------------- [CORPORATE SEAL] - ----------------------------------- Notary Public Commission Expiration Date: - ----------------------------------- (NOTARIAL SEAL) TENANT: Signed, sealed and delivered in the presence of: TRITEL COMMUNICATIONS, INC. By: - ----------------------------------- ----------------------------------- Unofficial Witness Name: --------------------------------- Title: -------------------------------- [CORPORATE SEAL] - ----------------------------------- Notary Public Commission Expiration Date: - ----------------------------------- (NOTARIAL SEAL) 70 EXHIBIT "E" NOTICE OF COMPLETION NOTICE OF COMPLETION OF TOWER FACILITIES Carrier - -------------------- - -------------------- - -------------------- --------- Re: Notice of Completion of Tower Facilities ("Notice") for Site #_____ ("___________ Site") Dear _______________: On the _____ day of ____________, ____ the Tower Facilities at the __________ Site were completed in accordance with the terms and conditions of the Master License between CROWN and TRITEL. Pursuant to Paragraph ___ of the Master License, TRITEL has a period of fifteen (15) days after the date of this Notice of Completion to provide a Punch List of items to be completed by CROWN in order to render the Tower Facilities completed in accordance with the Plans and Specifications in the opinion of TRITEL. Sincerely, -------------------------------- 71 EXHIBIT "F" TO THE MASTER LICENSE AGREEMENT STATEMENT OF WORK FOR SITE DEVELOPMENT SERVICES CROWN will perform the following tasks to complete construction and installation processes in the development of a Site and the construction and installation of the TRITEL Equipment as required at each Site, which shall include, without limitation, the installation of all antennas and equipment, all cabling, conduit, utilities and the grounding system, ("Site Development Services"), but shall exclude the setting, placement and installation of any cabinet shelter. These tasks will be performed for the Site Development Services Fee stated in the Agreement. 1. Project and Construction Management - Civil construction activities shall include project management (scheduling, cost tracking and reporting, expediting, resource allocation) and construction management (subcontractor qualification, bidding/bid walk/bid review and award, on-site construction supervision and punch list resolution). CROWN will assign a Project Manager to work with TRITEL throughout the Site Development Process. Said Manager will be responsible for the coordination, scheduling, tracking and reporting of all development tasks CROWN is performing for TRITEL at all Sites, and will work closely with appropriate TRITEL personnel to ensure the timely quality implementation of TRITEL's requirements at the Sites. 2. Equipment Pad Installation - CROWN will install, per TRITEL's specifications, up to a 10' x 20' concrete equipment pad inside the Site compound area. 3. Powerand Telephone Utilities Installation - CROWN will install two (2) PVC underground conduits with pull strings from the Site's common power and telephone utility points of demarcation to a designated equipment pad on the ground. As further described in the Agreement at Section II.T, TRITEL will separately meter its electric utility service. TRITEL will be responsible for placing service orders with the electric and telephone service providers at the Site. CROWN will coordinate the utility site walk with the utility companies. CROWN will obtain all easements and/or right-of-ways needed for the provision of utility service to TRITEL. 4. Antenna System Installation - TRITEL will provide its antennas, coaxial cable, jumpers, amplifiers and lightning suppressors and connectors at TRITEL's sole cost and expense. CROWN will provide all other materials which are necessary for the installation of the TRITEL Equipment upon the Tower Facilities and the Tower Site as contemplated under this Exhibit "F" (excluding the placement of the cabinet and any generators), including without limitation, antenna mounting brackets/frames, coax hangers/brackets and clamps and waveguide/ice bridge materials. CROWN will install all TRITEL-provided antenna system materials and up to 10' of Ice Bridge. CROWN will sweep the installed antenna systems to TRITEL's specifications and provide the sweep data to TRITEL. The Site shall be considered to be in service by TRITEL as of the date of issuance of the sweep data report, but the TRITEL Equipment installation shall not be considered accepted until TRITEL accepts the TRITEL Equipment installation pursuant to III.G. of the Agreement. 72 5. Grounding System - CROWN will install a buried ring ground around TRITEL's equipment pad or foundation, connect this ring to the main site ground and provide a stub to connect to TRITEL's main grounding bus bar (or similar connection). CROWN will also connect the tower-mounted coax grounding kits to a grounding bus connected to the primary site grounding system. TRITEL will make the final connection of the ground ring stub and the final coax grounding kit connections to their main equipment ground bus at the time of their electronics equipment installation. Ground ring connections will be cadwelded while coax grounding kit connections will be mechanical. Single point grounding must be maintained to ensure the integrity of the overall site ground. 6. As-Built Drawings - CROWN will provide as-built drawings to TRITEL of each Site which detail all pertinent information relating to TRITEL's equipment and antenna system at the Site and shall substantially conform to the specifications supplied by TRITEL. 7. Materials Handling and Delivery - TRITEL will ship all of their coax, connectors, and antennas to a warehouse location designated by CROWN and CROWN will provide and deliver to TRITEL a detailed receipt of all such deliveries. CROWN will offload, inventory, store and deliver these materials to the Site as needed. TRITEL will retain responsibility for the storage, delivery, offloading and installation of their electronics cabinet(s) or frames. If TRITEL would prefer that CROWN take delivery of their electronics, store and deliver electronics to the Site, and offload and install the cabinet(s), written notice must be delivered to CROWN requesting same at a Site so designated and TRITEL agrees that additional charges will be incurred, to be determined by the mutual consent of the parties. 8. Commencement of Service - CROWN shall commence the Site Development Services, pursuant to this Agreement, promptly upon the commencement date set forth in the Notice to Proceed and shall prosecute the Site Development Services on each Site diligently to completion. CROWN shall not perform any of the Site Development Services or make any financial commitments until receiving the Notice to Proceed. The performance of any portion of the Site Development Services or preparation to perform any of the Site Development Services by CROWN, prior to receiving the Notice to Proceed, is done at CROWN's own risk. 9. Punch List & Acceptance - Upon final completion of the Site Development Services at each Site by CROWN in accordance with the provisions of this Agreement, the parties shall following the requirements detailed in Section III.G. of the Agreement, Notification of Completion. 10. Change Order - If materials, equipment or labor are required in response to a request of TRITEL to alter the Site or expand the Site Development Services (i.e., a "Change Order"), such Change Order is not within the Site Development Services covered by the fees identified in this Agreement, CROWN may, at its discretion, supply such materials, equipment or labor itself or obtain them from independent contractors, provided that the delegation of such services do not substantially delegate all of CROWN's obligations under this Agreement. If CROWN supplies any materials, equipment or labor in addition to the scope of work provided herein, it shall be based on CROWN's published rates as set forth on the attached schedule. In the event that the materials, supplies or equipment are not identified 73 upon that schedule, CROWN and TRITEL shall mutually approve a reasonable rate which shall be no more than the prevailing rate in the industry. 11. Representations - Notwithstanding any other provision contained in the Agreement, the following terms and conditions shall apply with respect to the materials, equipment and services provided hereunder: a) CROWN, its agents, subcontractors, and employees shall perform the Site Development Services as independent contractors, and not as agents, partners, joint venturers or employees of TRITEL. CROWN shall supervise and direct the Site Development Services, using the care and skill ordinarily used by members of CROWN's profession practicing under similar conditions at the same time and in the same geographic area, and CROWN shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Site Development Services. b) Unless otherwise specifically provided in the Site Development Services, CROWN shall provide and pay for all labor, supervision, materials, construction surveys and layout, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Site consistent with the terms of this exhibit and the Agreement. c) CROWN shall at all times enforce strict discipline and good order among its employees. d) CROWN hereby represents and warrants to TRITEL that all materials and equipment incorporated in the Site will be new unless otherwise requested in writing by CROWN and agreed to in writing by TRITEL prior to their use and all such materials and equipment shall be of good quality. CROWN further represents and warrants that the Site Development Services to be performed under this Agreement, and all workmanship, materials and equipment provided, furnished, used or installed in construction of the same, shall be safe, substantial, good quality and durable construction in all respects, and that all of the Site Development Services will be free from faults and defects and in conformance with the terms of this Agreement. The warranty for the services provided by CROWN at each Site shall be for a period of twelve (12) months from the date of full acceptance of the Site by TRITEL (the "Warranty Period"). CROWN represents, warrants and agrees that the TRITEL Equipment (excluding the cabinet installation) shall be constructed and installed in a good and workmanlike manner and in accordance with the plans and specifications for the installation of the TRITEL Equipment and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. 74 e) CROWN agrees to correct any defective portion of the Site or the TRITEL Premises including all materials and equipment which arises, accrues or occurs during the Warranty Period; provided that materials supplied by TRITEL which are installed and tested by CROWN and accepted by TRITEL and such materials (and not the installation thereof) are thereafter found to be defective, shall be replaced by CROWN at the expense of TRITEL in accordance with CROWN's published rates as set forth the attached schedule. If CROWN fails, after ten (10) days following written notice from TRITEL: (i) to commence and continue correction of such defective Site Development Services with diligence and promptness; (ii) to perform the Site Development Services; or (iii) to comply with any other provision of this Agreement, TRITEL may correct and remedy any such deficiency in addition to any other remedies it may have. CROWN shall not be responsible for reasonable delays caused by inclement weather that would delay a reasonable contractor's performance of Site Development Services substantially similar to the Site Development Services set forth herein. f) CROWN shall supervise and direct the work performed on the TRITEL Equipment, excluding the installation of the cabinet, (the "TRITEL Work"), using CROWN's best skill and attention. CROWN shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the TRITEL Work on the Tower Facilities under this Agreement. g) CROWN shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. CROWN shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. h) CROWN shall provide TRITEL (and its employees, agents and contractors) access to the TRITEL Work in preparation and progress wherever located, provided that such access shall not interfere with the TRITEL Work. i) CROWN shall pay all royalties and license fees, shall defend suits or claims for infringement of patent rights, and shall hold TRITEL harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by TRITEL unless CROWN has reason to believe that there is an infringement of patent. j) CROWN shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. CROWN shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 75 (1) employees on the TRITEL Work, the Tower Facilities or the Site and other persons who may be affected thereby; (2) the TRITEL Work, the Tower Facilities, the Site and materials and equipment to be incorporated therein; and (3) other property at the Site or adjacent thereto. 12. Trade and Construction Permits - CROWN shall obtain, at its expense, all necessary local and municipal permits, licenses, inspections, certificates and approvals necessary to complete the Site Development Services, and shall ensure compliance with all state environmental laws. CROWN shall pay all fees for such permits, licenses, inspections, certificates or approvals to the appropriate government body or other entity. 13. CROWN shall be responsible for and install all of the TRITEL Equipment (excluding the cabinet, any generator and other equipment which is not contemplated under this Exhibit "F") upon the Tower and the Site. For each installation, TRITEL shall pay a fee as defined and described below and shall complete the construction and installation of the TRITEL Equipment and the Tower Facilities in the time periods described in Exhibit "C". 76 SCHEDULE TO EXHIBIT "F" CROWN DEVELOPMENT SERVICES Any additional services performed by CROWN or its agents shall be subject to the following hourly rates upon prior written approval by TRITEL for the incurring of the specific additional service: CLASSIFICATIONS RATES - --------------- ----- Site Researcher [CONFIDENTIAL TREATMENT REQUESTED] Project Manager [CONFIDENTIAL TREATMENT REQUESTED] Draftsman [CONFIDENTIAL TREATMENT REQUESTED] Tower Rigger [CONFIDENTIAL TREATMENT REQUESTED] Skilled Laborer [CONFIDENTIAL TREATMENT REQUESTED] Technician [CONFIDENTIAL TREATMENT REQUESTED] Office Clerical [CONFIDENTIAL TREATMENT REQUESTED] Electrician [CONFIDENTIAL TREATMENT REQUESTED] All hourly rates above do not include reasonable travel and lodging expenses and shall be invoiced by the quarter-hour. EQUIPMENT RATES - --------- ----- 580 Backhoe [CONFIDENTIAL TREATMENT REQUESTED] Equipment Truck/Class 1 (daily) [CONFIDENTIAL TREATMENT REQUESTED] Mileage Charge [CONFIDENTIAL TREATMENT REQUESTED] Equipment Truck/Class 2 (daily) [CONFIDENTIAL TREATMENT REQUESTED] Mileage Charge [CONFIDENTIAL TREATMENT REQUESTED] 18 Ton Truck Crane [CONFIDENTIAL TREATMENT REQUESTED] /hour (minimum 4 hours) 28 Ton Truck Crane [CONFIDENTIAL TREATMENT REQUESTED] /hour (minimum 4 hours) Tractor Trailer with 40 Ton Lowboy [CONFIDENTIAL TREATMENT REQUESTED] Tractor Dump Trailer [CONFIDENTIAL TREATMENT REQUESTED] Single Axle Dump Truck [CONFIDENTIAL TREATMENT REQUESTED] 977L High Lift [CONFIDENTIAL TREATMENT REQUESTED] D4 Dozer [CONFIDENTIAL TREATMENT REQUESTED] Uniloader [CONFIDENTIAL TREATMENT REQUESTED] Vibratory Roller [CONFIDENTIAL TREATMENT REQUESTED] Operator Overtime [CONFIDENTIAL TREATMENT REQUESTED] Quickie Saw (daily) [CONFIDENTIAL TREATMENT REQUESTED] Tamper (daily) [CONFIDENTIAL TREATMENT REQUESTED] Chain Saw (daily) [CONFIDENTIAL TREATMENT REQUESTED] Portable Generator (daily) [CONFIDENTIAL TREATMENT REQUESTED] 77 EXHIBIT "G" ESTOPPEL CERTIFICATE THIS INSTRUMENT is given as of this ____ day of _________________, ___, by _________________________ ("Lessor") to _______________________________, a _____________________ corporation ("Assignee"). RECITALS Lessor entered into a Lease Agreement or similar agreement with ________ (___) numbers of addenda attached thereto, (collectively, the "Prime Lease") dated as of the ____ day of __________, ____ with Tritel Communications, Inc., a Delaware corporation ("Lessee"). Lessee desires to assign to Assignee its interest in the Prime Lease. Assignee seeks Lessor's acknowledgment, as of the date of execution of this Instrument, of certain matters affecting the Prime Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound: 1. Lessor's Estoppel Certificate. Lessor hereby certifies, with the understanding that Assignee is relying upon the statements made herein, the following: a. The Prime Lease with ______ number of addenda constitutes the entire agreement between the parties with respect to the Premises. The Prime Lease has not been amended and there are no other agreements between Lessor and Lessee with respect to the property or the easements which are described in the Prime Lease. b. The Prime Lease is in full force and effect in accordance with its terms. To the best of Lessor's knowledge, neither Lessee nor Lessor is in default under any of the terms of the Prime Lease, and Lessor has not received actual or constructive notice of the existence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Prime Lease. c. All applicable Prime Lease fees and rent (if any) and other charges and payments due Lessor from Lessee under the Prime Lease have been paid in full through the date hereof (except reimbursements for real estate taxes, insurance, utilities or other reimbursements, if any, due for fiscal periods to the extent not yet payable). 2. Consent. Lessor hereby expressly consents and agrees to the assignment and assumption of the Prime Lease set forth in the Assignment and hereby releases Lessee from any and all liabilities and obligations under the Prime Lease. Lessor agrees to solely hole Lessee responsible for performance of all obligations of the lessee under the Prime Lese from, and after the date of this Assignment, except liabilities and obligations arising out of Lessee's failure to 78 perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Prime Lease prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Prime Lease for which Lessor will look solely to Lessee and shall not, at any time hereafter, require Lessee to perform any obligations thereunder, unless the Prime lease is reassigned to Lessee upon default of Assignee as provided herein. 3. Agreement of Parties. Assignor, Assignee and Lessor hereby expressly agree as follows: A. Assignor is the current holder of a tenant's interest in the Lease Agreement, and Lessor is the current holder of Lessor's interest in the Lease Agreement. B. The Lease Agreement is in full force and effect, and Lessor hereby ratifies and confirms same. C. A true and correct cop of the Lease Agreement and all amendments, if any, is attached hereto as Exhibit "A" and incorporated herein by reference. The Lease Agreement, and all amendments, if any, constitute the entire agreement between Lessor, Assignor and Assignee with respect to the Leased Premises. There are no present outstanding defaults pursuant to the terms and provisions of the Lease Agreement by either Lessor or Assignor, and no party has knowledge of any facts which, with the giving of notice, passage of time, or both would constitute a default by any party under the Lease Agreement. D. To Lessor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Assignor as of the date hereof have been satisfied or performed, and to Assignor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Lessor as of the date hereof have been satisfied or performed. E. The current rent (the "Rent") being paid by Assignor to Lessor under the Lease Agreement is AMOUNT OF RENT ($_________) per year, paid [IN EQUAL MONTHLY INSTALLMENTS/IN AN ANNUAL LUMP SUM/IN EQUAL INSTALLMENTS ON A QUARTERLY BASIS], and the Rent has been paid through and including OBLIGATION DATE ("Obligation Date"). Assignee's obligation to pay Rent under this Assignment shall begin on the first day after the Obligation Date, and Assignor's obligation to pay Rent shall end thereon. F. The term of the Lease Agreement expires on EXPIRATION DATE, and there are RENEWAL TERMS (the "Renewal Terms"). G. Rent is to be increased at the beginning of any applicable Renewal Term (as defined in the Lease Agreement) by INCREASE AMOUNT. In the event of any dispute hereunder, or of any action to interpret or enforce this Estoppel Certificate, any provision hereof or any matter arising herefrom, the prevailing party shall be entitled to recover its reasonable costs, fees and expenses, including, but not limited to, witness 79 fees, expert fees, attorney (in-house and outside counsel), paralegal and legal assistant fees, costs and expenses, and other professional fees, costs and expenses, whether suit be brought or not, and whether in settlement, in any declaratory action, in any bankruptcy action, at trial or on appeal. 4. Release. Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Lessee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and equity, judgments and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Lessee which arise from the Prime Lease, but no further or otherwise. 5. Reliance. Lessor understands that Assignee and Lessee are relying on the information contained in this Instrument, and agrees that Assignee and Lessee may rely on this information, for purposes of determining whether to consummate their transaction. Further, Assignee's and Lessee's subsidiaries, affiliates, legal representatives and successor and assigns may rely on the contents of this Instrument. A facsimile of this instrument delivered to Assignee by telecopier shall be deemed an original for all purposes. 6. Notice; Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the ____ day of ________, ____ (the "Sublease"). Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period, Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease, Lessor agrees at the request of the Lessee, to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, and that the Sublease shall continue in full force and effect as if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or termination of the Prime Lease. 7. Notices. Any Notices to be received by Assignee, Lessee or Lessor under the Prime Lease, the Sublease, or this Estoppel Certificate shall be deemed properly given if marked to Assignee, Lessor or Lessee with proper postage or sent via a reputable overnight carrier to the following address: To Assignee: --------------------------------- --------------------------------- --------------------------------- 80 With a copy to: TO LESSEE: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Ken Harris TO LESSOR: --------------------------------- --------------------------------- --------------------------------- Any party shall have the right from time to time to change their respective address for Notice by providing the other with thirty (30) days prior written notice in the manner set forth above. IN WITNESS WHEREOF, Lessor and Assignee have executed this Instrument as of the date set forth above. LESSOR: By: ------------------------------- Name: ----------------------------- Title: ---------------------------- ASSIGNEE: CROWN COMMUNICATION, INC. By: ------------------------------- Name: ----------------------------- Title: ---------------------------- 81 EX-10.32 8 MASTER BUILD TO SUIT AND LEASE AGREEMENT MASTER BUILD TO SUIT AND LEASE AGREEMENT THIS MASTER BUILD TO SUIT AND LEASE AGREEMENT ("Master Lease" or "Agreement") is made and entered into by and between TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Carrier") and SBA TOWERS, INC., a Florida corporation ("Tower Company"). WHEREAS, Carrier has licenses to provide personal communications service ("TCS") in the states of Alabama, Florida, Mississippi, Tennessee, Kentucky and any additional state or markets in which Carrier obtains a license to provide PCS; WHEREAS, Carrier requires that in certain instances towers and related facilities be developed for the installation of antennas, equipment cabinets, cabling and related equipment; WHEREAS, Carrier also requires that parcels of real property together with easements for ingress, egress and utilities to those properties be acquired for the construction of the towers and related facilities; WHEREAS, Carrier has acquired or leased parcels of real property for the operations of a wireless or telecommunications facility; WHEREAS, Carrier desires to assign to Tower Company certain of those leases and for Tower Company to construct facilities on the sites; WHEREAS, Carrier also desires for Tower Company to lease or purchase designated parcels of property when Carrier has not already leased such properties to construct towers or structures for the operation of a wireless or telecommunications facility; WHEREAS, Carrier desires to lease space on the facilities from Tower Company when the towers or structures are completed. NOW THEREFORE, for [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration, the legal receipt and sufficiency of which is hereby mutually acknowledged and agreed to, Carrier and Tower Company do hereby agree as follows: I. DEFINITIONS 1.1. DEFINED TERMS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meaning (such meanings to be applicable equally to the singular and plural forms of such terms) unless the context otherwise requires: "ASSIGNMENT" shall mean the assignment of the Ground Lease from Carrier to Tower Company. "CARRIER" shall mean Tritel Communications, Inc. "CARRIER'S EQUIPMENT" OR "CARRIER EQUIPMENT" shall mean the equipment that may be installed at the Site by Carrier which shall be described in the Schedule attached to Attachment "VI" for each Market. "COMMENCEMENT DATE" shall mean the date when the initial term of each SLA shall commence and shall be the date which is the later of (i) the date that Tower Company completes installation of Carrier 1 Equipment on the Premises in the event that the Tower Company is installing Carrier's Equipment on the Premises or (ii) fifteen (15) days after Carrier has accepted the Tower Facilities pursuant to Paragraph 3.8, or (iii) in the event that Carrier has not accepted the Tower Facilities pursuant to Paragraph 3.8, fifteen (15) days after the date that the Tower Facilities are substantially complete and Carrier is able to operate the Carrier Equipment upon the Tower Facilities in compliance with all laws, rules and regulations. In the event that Carrier reasonably disputes Tower Company's assertion that all items on a Punchlist have been completed and the uncompleted item precludes Carrier's installation or operation of its equipment, the Commencement Date shall be the date on which such item has been completed to the reasonable satisfaction of Carrier. "EASEMENTS" shall mean any and all easements for access, ingress, egress or utilities easements obtained or intended to be utilized for the Applicable Tower Site. "FAA" shall mean the Federal Aviation Administration. "FCC" shall mean the Federal Communications Commission. "GROUND LEASE" shall mean the lease, option or other contract between the owner of the Property and Tower Company (or Carrier who will assign the lease to Tower Company) for the property where the Tower Facilities will be located. "GROUND LESSOR" shall mean the owner of the fee simple interest or other interest in the entire portion of Property where the Tower Facility is to be located and the person who has entered into a ground lease with Tower Company (or Carrier who will assign the lease to Tower Company) for the lease of the entire Property for the location of a Tower Facility upon the Property. "HAZARDOUS MATERIALS" shall mean any substance, chemical or waste identified as hazardous or toxic in any applicable federal, state or local law or regulation including, without limitation, petroleum or hydrocarbon based fuels such as diesel, propane or natural gas. "MASTER LEASE" OR "AGREEMENT" shall mean this Master Build to Suit and Lease Agreement. "MARKET" shall mean each market in which Tritel does business and shall be divided into and include each of the following markets and the term "Market" shall mean one of the following: o Knoxville market which encompasses the Knoxville BTA o Chattanooga market which encompasses the Chattanooga BTAs o Nashville market which encompasses the Nashville BTAs, but excludes any Sites located in the State of Kentucky o Birmingham market which encompasses the Birmingham BTAs o Huntsville Alabama market which encompasses the Huntsville BTAs o Mississippi market which encompasses the Memphis and Jackson BTAs o Kentucky market which encompasses the Louisville, Lexington and Evansville BTAs and any other Sites located in the State of Kentucky o Montgomery, Alabama market which encompasses the Montgomery BTA "MPE" shall mean Maximum Permissible Exposure. 2 "PCS" shall mean personal communications service. "PLANS" shall mean plans for the construction of the Tower Facilities. "PRE-DEVELOPMENT COSTS" shall mean the cost of developing the Site for the location, construction and operation of a Tower Facility upon the Site and shall include without limitation, the cost of the site acquisition. services, phase I environmental assessments, geotechnical analyses, title reports, title opinions, title commitments and title insurance, designs, Plans and Specifications, construction plans, the cost incurred in obtaining grants of easements, supplies, relevant travel expenses, fees or assessments imposed by local, state or federal governmental entities, recording fees and filing fees, reasonable fees of engineers, surveyors, architects, attorneys, brokerage commissions and others providing professional services. "PRE-DEVELOPMENT INFORMATION" or "PRE-DEVELOPMENT MATERIALS" shall mean all items, reports, and matters necessary to complete the development and construction of the Tower Facilities upon the Applicable Tower Site, including without limitation (i) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals for the Applicable Tower Site; (ii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property (iii) the geotechnical report for the Property; (iv) a title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information which may have been produced regarding the marketability of title and title to the Property and the easements; and (v) environmental assessments including phase I reports and a report relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Applicable Tower Site. "PRE-DEVELOPMENT NOTICE" shall mean notice that Tower Company has delivered to Carrier all of the Pre-Development Information for the Applicable Tower Site. "PREMISES" shall mean the space occupied by Carrier's Equipment on each Tower Facility, the ground space adjacent to the Tower Facility where Carrier's Equipment is located, the Easements and all cabling, conduit, wires and utilities running to and from the Tower Facility and to and from Carrier's Equipment for each Applicable Tower Site as defined in each SLA. "PROPERTY" OR "SITE" shall mean the entire portion of property where the Applicable Tower Site will be located which property is being leased from Ground Lessor. "PUNCH LIST" shall mean a list of items that Carrier deems necessary that Tower Company complete, fix, alter or correct in order for the Tower Facilities to be completed in accordance with the Plans and Specifications. "SPECIFICATIONS" shall mean the specifications for the construction of the Tower Facilities. "TOWER COMPANY" shall mean SBA Towers, Inc., a Florida corporation. Notwithstanding anything to the contrary contained in this Agreement, Tower Company has the right to delegate certain services and duties under this Agreement to SBA, Inc. or Communication Site Services, Inc., both of which corporations are wholly owned by the same corporation that wholly owns Tower Company, provided that such delegation of duties does not encompass a majority of or substantial portion of Tower Company's 3 duties and obligations under this Agreement and further provided that such parties agree to comply with and abide by the terms, conditions and provisions of this Agreement. "TOWER FACILITIES" shall mean the (i) tower, (ii) foundations, (iii) fenced compound enclosing the Tower Site, (iv) high capacity telephone service to a main connection point within the compound, (v) concrete equipment pad for Carrier's exclusive use, (vi) minimum of 200 amp electrical service to a main connection point within the compound, (vii) access sufficient for the placement and routine servicing of tenant antennas and base station equipment, and (viii) grounding to Carrier's reasonable standards and specifications, to be located upon the Applicable Tower Site. II. GRANT OF RIGHTS, ASSIGNMENT AND ASSUMPTION OF GROUND LEASES, AND SUBLEASING 2.1. (a) GRANT. Carrier grants Tower Company the nonexclusive right to develop, construct and lease those sites in Carrier Markets which involve the construction of towers and related facilities ("Tower Sites") upon the terms and conditions of this Master Lease from the date of this Agreement through December 31, 2000 and any extensions thereto which are mutually agreed upon by Tower Company and Carrier. Tower Company acknowledges and agrees that the right to develop, construct and lease the Tower Sites is not an exclusive right and that Carrier may grant similar rights to other parties. (b) APPLICATION. (i) NOTICE. In the event that Carrier identifies a Tower Site or search ring where it intends to place, develop and construct a tower, and Carrier intends to grant to Tower Company the right to develop, construct and lease such Tower Site, Carrier shall give Tower Company notice of the Tower Site, and such Tower Site shall hereinafter be referred to as the "Applicable Tower Site". (A) NOTICE OF SEARCH RING. In the event that Carrier has issued a search ring for the Applicable Tower Site, but has not obtained a lease, contract, option or other right to lease the property for the Applicable Tower Site, Carrier shall notify Tower Company in writing of the parameters of the search ring for the Applicable Tower Site (the "Search Ring Notice"). (B) NOTICE OF LEASE. In the event that Carrier has obtained a fully executed option, lease, contract or other right to lease the property for the Applicable Tower Site, Carrier shall notify Tower Company in writing of and deliver to Tower Company a complete copy of the lease, option, contract or other right to lease the property for the Applicable Tower Site (the "Lease Notice"). (C) NOTICE OF BUILDING PERMIT. In the event that Carrier has obtained a fully executed lease, contract, option or other right to lease property for an Applicable Tower Site and is preparing to apply for a building permit for the Applicable Tower Site, Carrier shall notify Tower Company in writing, at least ten (10) days before the date that Carrier intends to make application for a building permit for Applicable Tower Site (the "Building Permit Notice") (the Search Ring Notice, the Lease Notice and the Building Permit Notice shall be collectively referred to as the "Notice of Applicable Tower Site"). (D) OBLIGATION TO GIVE NOTICE. Notwithstanding paragraphs 2.1(b)(i)(A), (B) and (C), Carrier shall not be obligated to provide Tower Company the Notice of Applicable Tower Site until ten (10) days prior to the date that Carrier intends to make application for a building permit for the 4 Applicable Tower Site, provided however, Carrier may elect to provide Tower Company Notice of the Applicable Tower Site pursuant to 2.1(b)(i)(A) or 2.1(b)(i)(B) above. (ii) ACCEPTANCE OR REJECTION OF APPLICABLE TOWER SITE. (A) Tower Company shall have a period of twenty (20) days (the "Application Period") from the date of the Notice of Applicable Tower Site is received by Tower Company to accept (in the event of acceptance, the "Notice of Acceptance") or reject in writing any such Applicable Tower Site because of any characteristics associated with the Applicable Tower Site which would in the reasonable opinion of Tower Company adversely impact the development or ownership of the Applicable Tower Site as a multi-tenant tower site. In the event that Tower Company does not accept or reject the Applicable Tower Site within such twenty (20) day period, Tower Company shall be deemed to have rejected such Applicable Tower Site. In the event that Tower Company rejects or does not accept any Applicable Tower Site, Tower Company shall have no right to require an assignment of the Ground Lease or obligation to develop the Applicable Tower Site and Carrier shall have no further obligation to Tower Company in regards to the Applicable Tower Site under the terms of this Agreement. (B) (I)Notwithstanding anything to the contrary contained in this Agreement, in the event that Tower Company accepts an Applicable Tower Site, Tower Company will have the right to terminate its obligations with respect to such Applicable Tower Site under the terms of this Agreement at any time prior to commencement of construction of the Tower Facilities by providing a notice to Carrier because of (a) a title or environmental defect that materially adversely affects Tower Company's intended use of the Applicable Tower Site as a multi-tenant tower site and as contemplated under this Agreement provided that such defect is not caused by or contributed to by Tower Company, (b) Tower Company is unable to obtain necessary governmental approvals for the Applicable Tower Site as a multi-tenant tower site, or (c) Tower Company will be unable to obtain necessary governmental approvals without excessive cost and/or delay for the Applicable Tower Site as a multi-tenant tower site. (II) In the event of such a termination, if the applicable SLA has been signed, it will be deemed terminated automatically without further notice or agreement. Additionally upon such termination, Tower Company shall assign to Carrier any Ground Lease or Pre-Development Information which Tower Company may have regarding the Applicable Tower Site and Carrier shall assume any reasonable obligations thereunder the cost of which are provided for under this Agreement or the SLA and Carrier shall be obligated to the Tower Company for the reasonable Pre-Development Costs which have been agreed upon pursuant to the terms of this Agreement, including without limitation any Pre-Development Costs previously reimbursed by the Tower Company to the Carrier. (C) Notwithstanding anything else contained herein, Tower Company shall not be obligated to accept a Site, an assignment of the Ground Lease or Pre-Development Information until Carrier has completed all the items and work necessary for the completion of the stage of work or milestone which the Carrier has performed or intends to perform. (c) DUE DILIGENCE. During the (i) Application Period; and (ii) in the event that Tower Company provides Carrier with a Notice of Acceptance with respect to the Applicable Tower Site, 5 during the period between the Application Period and the Commencement Date on the applicable SLA; and (iii) during the term of the applicable SLA, provided that Tower Company has assumed the Ground Lease, and has entered into an SLA with Carrier for the Applicable Tower Site, Carrier shall make available to Tower Company the Pre-Development Information. Carrier shall cooperate with Tower Company in making reasonable modifications to the Pre-Development Information at the request of Tower Company. (d) FEDERAL AVIATION ADMINISTRATION APPROVAL. Carrier shall not file with the FAA any application, responses, approvals and registration numbers submitted or received with respect to any Applicable Tower Site without the prior approval of Tower Company which approval shall not be unreasonably withheld, delayed or conditioned by Tower Company. (e) ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to paragraph 2.1 of this Agreement, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. In the event that the Ground Lessor must consent to the assignment of the Ground Lease, the Assignment (and assumption on the part of Tower Company) shall be contingent upon the delivery of the consent of the Ground Landlord to the Assignment in substantially the form of the consent provided in the Estoppel Certificate attached hereto as Attachment "III" and such consent shall be a condition precedent to the Assignment. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company simultaneously with the assignment of the Pre-Development Information. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company simultaneously with the Assignment. Tower Company shall send the Memorandum of Assignment to the appropriate recording office for recording prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located (provided that Tower Company receives the Memorandum of Assignment executed by Carrier prior to such time). In addition thereto, Tower Company and Carrier shall use reasonable efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities under the Ground Lease and shall include such release language in the Estoppel Certificate which is attached hereto as Attachment "III". Tower Company and Carrier shall exercise reasonable efforts to obtain an estoppel certificate from the Ground Lessor in substantially the form of the estoppel certificate attached hereto as Attachment "III." Tower Company shall and hereby agrees to hold Carrier harmless and indemnify Carrier from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Carrier by reason of any act or omission of Tower Company under the Ground Lease from and after the date of the assignment, including without limitation, any default under the Ground Lease. Carrier shall and hereby agrees to hold Tower Company harmless and indemnify Tower Company from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by Tower Company by reason of any act or omission of Carrier under the Ground Lease before the date of the assignment, including without limitation, any default under the Ground Lease. 6 (f) ASSIGNMENT AND ASSUMPTION OF PRE-DEVELOPMENT INFORMATION. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to Paragraph 2.1 of this Agreement, and whether or not Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, by Tower Company's right, title and interest in the Pre-Development Materials in Carrier's possession, to the extent transferable or assignable, and without warranty or representation, pursuant to an assignment and assumption agreement, substantially in the form of the Assignment attached hereto as Attachment "I" and the relationship of the parties with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. The assignment of Pre-Development Materials shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one (1) original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company within five (5) days of the Notice of Acceptance. Unless otherwise provided in the schedule, simultaneously with the execution of the assignment of Pre-Development Information by the parties, Tower Company shall pay Carrier the Pre-Development Costs incurred by Carrier in connection with the Pre-Development Information in accordance with Attachment "VI". (g) COMPLETION OF PRE-DEVELOPMENT WORK. In the event that Tower Company accepts the Applicable Tower Site in accordance with the terms of this Agreement, Tower Company shall obtain and be responsible and liable for the completion of all matters necessary to complete the construction of the Tower Facilities upon the Applicable Tower Site that have not been completed by Carrier, including without limitation (i) obtaining zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals for the Applicable Tower Site, provided that Carrier will reasonably cooperate with Tower Company in connection therewith; (ii) obtaining the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property (iii) obtaining the geotechnical report for the Property; (iv) obtaining a title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information which may have been produced regarding the marketability of title and title to the Property and the easements; and (v) obtaining environmental assessments including phase I reports and a report relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Applicable Tower Site (collectively the "Pre-Development Information" or the "Pre-Development Materials"). Tower Company shall make available to and deliver to Carrier copies of all of the Pre-Development Information prior to the execution of an SLA. (h) ZONING AND GOVERNMENTAL APPROVALS. In the event that it is necessary to obtain any zoning or governmental approvals, permits, variances, or other action from any federal, state or local governmental body or entity ("Governmental Approvals") for the Applicable Tower Site and Tower Company has accepted the Applicable Tower Site prior to the issuance of such Government Approvals, where reasonably practicable and where Tower Company has not entered into a lease or license with any other carrier for the occupancy of the Tower Facility upon the Applicable Tower Site and provided that, Carrier has provided Tower Company notice that it intends to exercise its right to approve the Government Application contemporaneously with the delivery of the Notice of Applicable Tower Site, Carrier shall have the right: (I) to approve, (such approval not to be unreasonably withheld, delayed or conditioned) any application, motion, appeal or action ("Government Application") for such Government Approvals; and 7 (II) to approve any presentation, witnesses, evidence, materials or reproduced works, or similar items, matters or parties which Tower Company intends to utilize or present for or to any person, entity, body or commission for such Governmental Approval; and (III) to require Tower Company to hire or use any witnesses, attorneys, consultants, lobbyists, public relations consultants, or parties which Carrier deems reasonably necessary to obtain the Governmental Approval. Carrier shall pay and be liable for the added expense (the addition of which shall be documented by Tower Company) of exercising its rights under (I), (II), or (III). The withholding of any approval by Carrier solely because the Tower Facility has been designed as a multi-tenant tower site shall be an approval deemed to be unreasonably withheld. In the event that Tower Company has not entered into a lease or license with any other carrier for the occupancy of the Tower Facility upon the Applicable Tower Site, Carrier shall have the right at any time to withdraw, dismiss, terminate or otherwise cease any process, hearing or proceeding upon or regarding a Government Application. Tower Company may proceed with the Government Application but in no event shall Tower Company publish, advertise or otherwise use Carrier's name or likeness in the Government Application or any proceeding, appeal or other filing for the Government Approval and further provided that Carrier shall not be liable for any further costs or expenses incurred in connection with the Applicable Tower Site, including without limitation for the Government Approvals and that Carrier shall not be liable or responsible for or obligated to enter an SLA with Tower Company for the Applicable Tower Site. In the event that Carrier desires to terminate, dismiss, withdraw or otherwise cease any process, hearing, or proceeding upon or regarding a Government Application and in the reasonable opinion of Tower Company and Tower Company's counsel (in writing) such Government Application could have been approved and Tower Company does not construct a tower or similar facility upon the Applicable Tower Site, Carrier shall reimburse Tower Company for all fees and expenses incurred in connection with the Government Applications and the Pre-Development Costs. If the Tower Company is unable to obtain the Government Approvals for any Applicable Tower Site within One Hundred and Twenty (120) days after the Notice of Acceptance, (subject to the force majeure provisions of Paragraph 5.5(e), provided, however, that such act of force majeure (or such delay) is not contributed to or caused by any fault or negligence of Tower Company), Tower Company or Carrier may terminate the SLA within ten (10) days thereafter by providing written notice of termination to the other party. Upon such termination, at the option of the Carrier, Tower Company shall assign or reassign and deliver any or all Ground Leases under the Applicable Tower Site to Carrier or its assignee, any or all Pre-Development Information regarding the applicable Tower Site to Carrier or its assignee and any other easements, leases, licenses, subleases or agreements regarding or related to the Applicable Tower Site to the Carrier or its assignee. (i) SITE LEASE AGREEMENT. (i) In the event that an application for a building permit has been submitted for the Applicable Tower Site by the Carrier and that all Pre-Development Information has been completed and delivered to Carrier, Carrier and Tower Company shall execute two original execution copies of a Site Lease Agreement ("SLA") in substantially the form of the SLA attached hereto as Attachment "IV" and deliver such SLA to the other party within five (5) business days of the Notice of Acceptance. Tower Company shall execute and deliver a Memorandum of SLA in substantially the form of the Memorandum of SLA attached hereto as Attachment "V" contemporaneously with the execution and delivery of the SLA. (ii) In the event that the Notice of Acceptance has been received prior to the submission of an application for a building permit and the delivery of all Pre-Development Information to Carrier, Carrier and Tower Company shall execute two original SLAs in substantially the form of the SLA attached hereto 8 as Attachment VI and deliver such SLA to the other party within five (5) business days of the delivery of Pre-Development Notice to Carrier. (iii) Carrier may refuse to execute and reject the SLA on any Applicable Tower Site because of any deficiency in the Pre-Development Information that materially adversely affects Carrier's intended use of the Applicable Tower Site for a wireless communications network or any deficiencies which are disclosed in the Pre-Development Information, (which Carrier did not obtain or prepare, did not have notice of, or in the event that Carrier had notice of such defect, Carrier did not object to such defect) which materially adversely affect Carrier's intended use of the Applicable Tower Site for a wireless communications network, including without limitation (A) exceptions to the title of the Property or the Easements that materially adversely affect Carrier's intended use of the Applicable Tower Site for a wireless communications network; (B) deficiencies in the Plans and Specifications that materially adversely affect Carrier's intended use of the Applicable Tower Site for a wireless communications network; (C) deficiencies in the geotechnical analysis or environmental assessments for the Property or any deficiencies regarding the condition of the Property that materially adversely affect Carrier's use of the Applicable Tower Site for a wireless communications network; or (D) deficiencies in any requirements under the National Environmental Protection Act that cannot be remedied within thirty (30) days of Tower Company's receipt of notice of such deficiency from Carrier; (E) any deficiency in the SLA that materially adversely affects Carrier's intended use of the Applicable Tower Site for a wireless communications network; or (F) any deficiency in the Ground Lease or the due authorization thereof that materially affects Carrier's intended use of the Applicable Tower Site for a wireless communications network. In the event that Carrier refuses to execute or rejects the SLA in accordance with this paragraph, Carrier shall have no obligation to execute an SLA or obligation to Tower Company under this Master Lease in regards to the Applicable Tower Site. In the event that Carrier refuses to execute or rejects the SLA under this paragraph and Tower Company does not construct a tower upon the Applicable Tower Site, Carrier shall reimburse Tower Company up to one-half of the Pre-Development Costs (hereinafter defined), which accrued or were incurred, prior to Tower Company's notice of or knowledge of such deficiency in the Pre-Development Information, but in any event no more than $15,000.00 for the Pre-Development Costs for the Applicable Tower Site. (iv) Carrier shall be responsible for recording and bear the cost of recording the Memorandum of SLA. III. DESIGN AND CONSTRUCTION OF TOWER FACILITIES 3.1. COVENANT TO CONSTRUCT. Construction of the Tower Facilities shall be the responsibility and obligation of Tower Company. Tower Company shall be responsible for the costs and construction of the Tower Facilities. Tower Company shall construct the Tower Facilities in accordance with and substantial compliance with the Plans and Specifications and all rules, regulations, laws, and orders of any governing body, local, state or federal. Tower Company shall obtain all necessary permits and approval of the Plans and Specifications from all applicable governmental agencies. 3.2. APPROVAL OF PLANS AND SPECIFICATIONS. (a) In the event that Carrier has obtained plans for the construction of the Tower Facilities ("Plans") and specifications for the construction of (the "Specifications") the Tower Facilities, Carrier shall deliver to Tower Company the Plans and Specifications for the Tower Facilities within five (5) days of the complete execution of the Assignment. In the event that Tower Company does not approve the Plans and Specifications or modifies the Plans and Specifications, Tower Company shall deliver detailed written objections to the Plans and Specifications within ten (10) days of the receipt of the Plans and Specifications or Tower Company shall prepare and 9 deliver to Carrier for approval by Carrier three (3) copies of any modifications to the Plans and Specifications. Any modifications to the Plans and Specifications for each Tower Facility shall be delivered to Carrier within thirty (30) days of the delivery of the Plans and Specifications to Tower Company. If no objection or modified Plans and Specifications are delivered to Carrier within the above-referenced time periods, the Plans and Specifications shall be deemed approved. Within ten (10) days after receipt of the modified Plans and Specifications, Carrier shall approve such modified Plans and Specification or deliver to Tower Company detailed written objections thereto. If Carrier fails to either affirmatively approve or disapprove the modifications to the Plans and Specifications proposed by Tower Company within the ten (10) day period, Carrier shall be deemed to have effectively approved the Plans and Specifications. (b) In the event that Carrier has not obtained Plans and Specifications for the Tower Facility, Tower Company shall have Plans and Specifications for the Tower Facility prepared, designed and delivered to Carrier fourteen (14) business days prior to the date that the Tower Company and Carrier have agreed that the building permits and Pre-Development Information must be delivered to the Carrier in Attachment VI. Within five (5) business days of receipt of the Plans and Specifications, Carrier shall approve the Plans and Specifications or deliver to Tower Company detailed objections thereto. If Carrier does not affirmatively approve or disapprove the Plans and Specifications within such five (5) business day period, Carrier shall be deemed to have approved the Plans and Specifications. (c) Notwithstanding the foregoing, in the event that any federal, state or local governmental body, requires Tower Company or Carrier to modify the Plans and Specifications to obtain a Governmental Approval, Carrier or Tower Company may modify the Plans and Specifications provided that the other party approves such modification, such approval not to be unreasonably withheld, delayed or conditioned. 3.3. PRE-DEVELOPMENT COSTS. Tower Company shall reimburse Carrier for the Pre-Development Costs as specified in Attachment VI. 3.4. COMMENCEMENT OF CONSTRUCTION. Tower Company shall commence construction of the Tower Facility within fifteen (15) days of the availability of the building permit for the Applicable Tower Site. Tower Company shall complete construction of each individual Tower Facility within forty-five (45) days after the availability of the building permit for the Applicable Tower Site. Tower Company shall have no obligation to commence construction of the Tower Facilities unless and until a SLA has been executed by Carrier for that Tower Site. The commencement of construction and the completion of construction of each Tower Facility shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by Tower Company or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not caused or contributed to by Tower Company, or other unavoidable casualties or similar causes beyond reasonable control of Tower Company or Tower Company's contractor or for time needed to perform additional construction covered by any change order requested by Carrier. Notwithstanding the foregoing, Carrier and Tower Company may negotiate and agree upon a different schedule for the completion of the Tower Facilities in each Carrier Market pursuant to and part of a Schedule attached hereto as a Schedule attached to Attachment "VI". 3.5. SELECTION OF CONTRACTOR. Prior to the commencement of construction of a Tower Facility under this Agreement, Tower Company shall provide Carrier with the names of the contractors it proposes to use for the construction of the Tower Facility. Carrier may, within five (5) business days of 10 receipt of this information, object to the use of a specific contractor on a Tower Facility on a commercially reasonable basis. 3.6. MANNER OF CONSTRUCTION. (a) Tower Company represents, warrants and agrees that the Tower Facilities shall be constructed in a good and workmanlike manner and in accordance with the Plans and Specifications and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. Tower Company warrants to Carrier that all materials furnished in connection with the construction of the Tower Facilities will be new unless otherwise specified, and reasonably believes to be good quality, and that such construction will be of good quality in accordance with industry standards, free from faults and patent defects. The warranties set forth in this Paragraph 3.6 (a) shall be effective for one (1) year commencing on the date that Carrier accepts the Tower Facilities as complete pursuant to this Agreement. (b) Tower Company shall supervise and direct the work on the Tower Facilities (the "Work"), using Tower Company's professional skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work on the Tower Facilities under this Agreement. (c) Unless otherwise provided in this Agreement, Tower Company shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (d) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall employ people Tower Company reasonably believes to be fit and skilled in tasks assigned to them. (e) Tower Company shall pay sales, consumer, use, and other similar taxes regarding the Tower Facilities, the construction and leasing thereof, and shall secure and pay for any permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. Carrier shall pay any taxes due in connection with the Rent (as hereinafter defined) to the extent that such taxes do not exceed ten percent (10%) of the base Rent provided for hereunder (excluding any fees or expenses which may be construed as or defined as Additional Rent). (f) Tower Company shall keep the Tower Facilities and surrounding area free from accumulation of waste materials or rubbish caused by operations under this Agreement. At completion of the work Tower Company shall remove from and about the Tower Facilities waste materials, rubbish, tools, construction equipment, machinery and surplus materials. (g) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Work in preparation and progress wherever located, provided that such access shall not interfere with the Work. (h) Tower Company shall pay all royalties and license fees with respect to the Work; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof in connection with the Work, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by Carrier unless Tower Company has reason to believe that there is an infringement of patent. 11 (i) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Work, the Tower Facilities or the Property and other persons who may be affected thereby; (2) the Work, the Tower Facilities, the Property and materials and equipment to be incorporated therein; and (3) other property at the Property or adjacent thereto. 3.7. NO LIENS. Tower Company shall not cause or allow (which shall mean any occurrence or item which is within the Tower Company's control) any involuntary liens or encumbrances to be recorded against the Tower Facilities, including without limitation, liens and encumbrances (a) arising out of or related to the performance of the construction, all liens and encumbrances of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or encumbrances arising from taxes or assessments, except for liens for taxes or assessments which are not yet due and payable; or (c) liens or encumbrances which may materially adversely impair Carrier's interest. In the event any such lien or encumbrance is recorded against all or any part of the Tower Facilities, Tower Company shall, within thirty (30) days after its receipt of notice that such a lien or encumbrance has been recorded, either (a) have such lien or encumbrance released of record, or (b) deliver to Carrier a bond, in form, content and amount, and issued by a surety, reasonably satisfactory to Carrier, indemnifying Carrier against all costs and liabilities resulting from such lien or encumbrance. Upon the delivery to Carrier of the bond specified in alternative (b) above, Tower Company may contest the validity, of such lien or encumbrance. Once such a lien or encumbrance is released of record, for any reason, any bond provided to Carrier hereunder shall be released and returned to Tower Company. Notwithstanding the foregoing, Tower Company may encumber the Tower Facilities with a lien or mortgage as surety for construction or permanent financing, provided that such lender or holder enters into a reasonably satisfactory non-disturbance agreement with Carrier. 3.8. NOTIFICATION OF COMPLETION. Tower Company shall notify Carrier of the date when the Tower Facilities have been substantially completed by delivery of a notice in substantially the same form attached hereto as Attachment "VII" ("Notice of Completion"). Carrier will inspect the Tower Facilities within three (3) business days of the receipt of Tower Company's notice that the Tower Facilities are complete. Within three (3) business days of inspection, Carrier will either provide a signed writing evidencing final acceptance of the construction and installation of the Tower Facilities or, through the use of a punch list form, advise Tower Company of the portions of the Tower Facilities that are defective or incomplete or of obligations that have not been fulfilled but are required for final acceptance. Any failure of Carrier to complete such inspection or punch list within such three (3) day periods shall not constitute an Event of Default under the terms of this Agreement or any SLA, but in such event the completion dates for installation of the Tower Facilities in this Agreement or any Schedule attached to Attachment VI shall be extended automatically an additional day for each day beyond the three (3) day period that Carrier delays such inspection and/or punch list. In the event that Carrier does submit a Punch List to Tower Company, Tower Company shall complete and correct all items on the Punch List within ten (10) days after delivery of the Punch List, subject to an extension as needed for completion if Tower Company has made diligent efforts to cure the Punch List items within the ten (10) day period, and was unable to 12 complete the Punch List items for reasons beyond the reasonable control of Tower Company. Carrier shall not be deemed to have accepted the Tower Facilities as complete until completion of all items on the Punch List. 3.9. IMPROVEMENTS BY CARRIER. Carrier shall be responsible for procuring any and all permits and approvals from any and all federal, state or local governmental agencies which may be required for the installation or operation of Carrier's Equipment on the Tower Facilities for each Site. Subject to the provisions of Paragraph 4.12, Carrier shall submit plans and specifications for the proposed installation of Carrier's Equipment to Tower Company for Tower Company's approval which depicts the location and manner of attachment of Carrier's Equipment to the Premises prior to completion of the final architectural and engineering drawings of the Tower Facilities; and (b) Carrier shall be responsible for the delivery of Carrier's Equipment to the Applicable Tower Site at Carrier's cost; and (c) Carrier shall be responsible for connecting Carrier's Equipment to utilities which have been extended to the Premises by Tower Company; and (d) Carrier shall provide at Carrier's sole cost and expense, Carrier's Equipment and all materials and equipment for the construction, installation, operation, maintenance and repair of Carrier's Equipment and (e) Carrier shall be responsible for the installation of Carrier's Equipment upon the Tower Facilities unless otherwise provided herein or in the Attachments, Assignment or SLA. Carrier shall not construct or install any equipment or improvements onto the Premises other than those which are described in the SLA or alter the radio frequency of operation of Carrier's Equipment without first obtaining the prior consent of Tower Company which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, subject to paragraph 4.13, so long as Carrier obtains Tower Company's prior written approval, which approval shall not be unreasonably withheld, delayed, or conditioned, Carrier shall have the right to make alterations to the Premises and Carrier Equipment so long as Carrier does not increase the area of space upon the Tower Facilities or the ground space upon the Site, increase the wind or structural load upon the Tower Facility or create radio frequency interference which materially interferes with the equipment or network of other users who have a written contractual agreement with Tower Company for the location of equipment upon the Tower Facilities. Upon Carrier's request for Tower Company's consent to an alteration, Carrier shall provide to Tower Company (i) a description of the proposed alteration, (ii) plans and specifications if reasonably requested by Tower Company and, (iii) an intermodulation study report evidencing that the proposed alteration will not create material radio frequency interference with the equipment of other users who have commenced rental payments under a written contractual agreement with Tower Company and have placed their equipment upon the Tower Facility upon the Applicable Tower Site or are scheduled to place their equipment upon the Tower Facility upon the Applicable Tower Site within sixty (60) days of such request. 3.10. COMPLIANCE WITH GOVERNMENTAL RULES. All work required to be performed by Carrier or Carrier's employees, contractors or agents shall be made in a good and workmanlike manner. Tower Company shall be entitled to require substantial compliance with the plans and specifications approved by Tower Company pursuant to paragraph 3.9 including specifications for the grounding of Carrier's equipment and antennas. All construction, installations and operations in connection with this Master Lease by Carrier shall meet with all applicable rules and regulations of the FCC, and all applicable codes and regulations of the city, county, and state concerned. Carrier's use of contractors at an Applicable Tower Site shall be subject to the prior written consent of Tower Company, which consent shall not be unreasonably withheld, delayed or conditioned. Prior to the commencement of any work at an Applicable Tower Site, Carrier shall provide Tower Company with the names of the contractors it proposes to use for the work. Tower Company may, within three (3) business days of receipt of this information, object to the use of a specific contractor on a commercially reasonable basis. 13 IV. LEASE OF THE PREMISES 4.1. PREMISES. Carrier may install, maintain, operate and remove all or portion of Carrier's Equipment on the Tower Facilities, at the heights and in those locations designated in an SLA upon the Property. The terms and conditions of this Master Lease shall be incorporated into each SLA and the terms and conditions of each SLA shall be governed by the terms, covenants and conditions of this Master Lease as though set forth in the SLA word for word. The SLA for each Site shall be in substantially the same form as that attached hereto as Attachment "IV". The SLA shall be executed by Carrier and Tower Company and shall incorporate by reference information about the Site including but not limited to the legal description of the Premises and the Property which is the subject of the Ground Lease, the legal description of the Easements, a description of Carrier's Equipment, and a mounting height of the antennas in the instance of a Tower Facility or other structure. In no event shall Carrier's Equipment exceed or deviate from the equipment described in the SLA without the prior written consent of Tower Company which consent shall not be unreasonably withheld, delayed or conditioned, provided however, Tower Company and Carrier acknowledge and agree that so long as Tower Company approves any substituted, additional, altered, modified, replaced or upgraded equipment, which approval shall not be unreasonably withheld, delayed or conditioned and any substituted, additional, altered, modified, replaced or upgraded equipment does not increase the wind load or structural burden upon the Tower Facilities, does not increase the space upon the Tower Facilities or the ground space upon the Site, and does not create any technical or radio frequency interference which materially interferes with the equipment or network of other users who are then located upon the Tower Facilities (or scheduled to be located upon the Tower Facilities at the Applicable Tower Site within sixty (60) days of such request) who have a written contractual agreement with Tower Company for the location of equipment upon the Tower Facilities at the time of the request for such substitution, addition, alteration, modification, replacement or upgrade, Carrier may substitute, add, alter, modify, replace or upgrade Carrier's Equipment described in the SLA upon the Tower Facilities. Upon Carrier's request for Tower Company's consent to a substitution, addition, alteration, modification, replacement or upgrade, Carrier shall provide to Tower Company (i) a description of the proposed substitution, addition, alteration, modification, replacement or upgrade, (ii) plans and specifications if reasonably requested by Tower Company and, (iii) an intermodulation study report evidencing that the proposed substitution, addition, alteration, modification, replacement or upgrade will not create radio frequency interference which materially interferes with the equipment or network of other users who have a written contractual agreement with Tower Company and have placed their equipment upon the Tower Facility upon the Applicable Tower Site or are scheduled to place their equipment upon the Tower Facility upon the Applicable Tower Site within sixty (60) days of such request. 4.2. USE. Subject to the provisions of Paragraph 3.9, Carrier may use the Premises for (i) the transmission and reception of wireless communications signals from the Carrier's Equipment, (ii) the construction, alteration, maintenance, replacement, repair, and upgrade of the Carrier's Equipment at Carrier's sole cost and expense subject to the covenants in Paragraph 4.1 of this Master Lease requiring Tower Company's consent in certain instances and prohibiting the increasing of space upon the Tower Facilities or the ground space upon the Site, interference and wind load and structural burden, and (iii) incidental activities related to any of the foregoing. The use of any Tower Facility granted Carrier by this Master Lease shall be non-exclusive, but it shall be limited in strict accordance with this Master Lease. Tower Company shall have the right to enter into lease and license agreements with others relating to the Tower Facility in the reasonable discretion of Tower Company subject to the covenants, terms and conditions of this Master Lease including, without limitation, covenants prohibiting material interference with Carrier's Equipment found in paragraph 4.13 of this Master Lease. Carrier will have reasonable right of access to the tower where Carrier Equipment is located, provided that Carrier must give twenty-four 14 (24) hours prior notice. Carrier will have unrestricted access twenty-four (24) hours a day seven (7) days a week to its ground space. In the event of an emergency situation which poses an immediate threat of substantial harm or damage to persons and/or property (including the continued operations of Carrier's Equipment) which requires ascension of the tower, Carrier may ascend same and take the actions that are required to protect individuals or personal property from the immediate threat of substantial harm or damage, provided that promptly after the emergency entry and in no event later than twenty-four (24) hours, Carrier gives Tower Company telephonic and written notice of Carrier's ascension of the tower. Tower Company's prior written approval is necessary for access of an Applicable Tower Site by any non-Carrier personnel, such approval not to be unreasonably withheld, delayed or conditioned. Tower Company hereby approves access by Applicable Tower Sites by the non-Carrier personnel listed on Attachment IX, subject to entry notice requirements under this paragraph 4.2. 4.3. INITIAL TERM OF MASTER LEASE. The Term of this Master Lease shall be for a period of five (5) years from the date of this Master Lease. The Master Lease shall automatically renew for four (4) additional terms of five (5) years each unless Tower Company or Carrier notifies the other party of its intention not to renew this Master Lease at least six (6) months prior to the end of the then existing term or Renewal Term of this Master Lease. The terms and conditions of the Master Lease which are applicable to each SLA shall remain in force and continue to apply until the termination or expiration of the applicable SLA even if the Master Lease is terminated or not renewed. 4.4. INITIAL TERM OF SLAS. The initial term of the SLA for each Tower Facility shall be for a period of five (5) years commencing on the Commencement Date and expiring on the fifth (5) anniversary of the Commencement Date ("Initial Term"). Carrier and Tower Company shall execute a letter agreement in substantially the form of Attachment "VIII", which shall be attached to each SLA confirming the calendar date which the parties acknowledge and agree is the Commencement Date for each SLA. 4.5. RENEWAL TERMS FOR SLA. Carrier shall have the right to extend each SLA for four (4) additional period(s) of five (5) years each ("Renewal Terms"), provided that Carrier is not in default under the applicable SLA at the time Carrier provides Tower Company with its renewal notice or on the first day of the renewal period. Carrier shall provide Tower Company written notice of Carrier's intent to renew any SLA not less than one hundred twenty (120) days prior to the end of the then existing term. Each Renewal Term shall be on the same terms and conditions as set forth in this Master Lease except that Rent shall accrue in the manner described on Attachment VI and insurance requirements shall increase in accordance with paragraph 4.17 of this Master Lease. 4.6. QUIET ENJOYMENT. Tower Company represents and warrants that Carrier shall have the quiet enjoyment of the Premises throughout the term of the SLA, without threat of hindrance, ejection or molestation, subject to Carrier's fulfillment of the terms and conditions of this Master Lease and the applicable SLA, title exceptions disclosed to Carrier as part of the Pre-Development Materials, and condemnation proceedings. 4.7. GROUND LEASE. (a) Tower Company covenants that it shall not commit any act which would result in a default, non-renewal or nonconformance of the Ground Lease beyond any applicable notice or grace period. The SLA shall be subject to the continued existence and enforceability of the Ground Lease, provided, however, any termination or expiration of the Ground Lease which occurs as a result of any default, non-renewal or non-conformance by Tower Company under the terms of the Ground Lease, without the prior written consent of Carrier, shall be construed as an event of default under the terms of the SLA. 15 (b) In the event that the Ground Lease requires the Ground Lessor to consent to the making of the applicable SLA, it shall be a condition precedent to the effectiveness of the SLA that Tower Company obtains such consent. The form and content of such consent shall be subject to Carrier's approval, not to be unreasonably withheld, delayed or conditioned. (c) In the event that Tower Company loses its possessory right to a Site because of a termination or expiration of a Ground Lease which occurs during the term or any renewal term of the Ground Lease and not at or beyond the final renewal term if all renewal terms were exercised hereunder (including any agreed upon extension), Tower Company hereby grants to Carrier the option to purchase the Tower Facilities on the applicable Site (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.) such fair market value to be measured as though the Tower Facilities were to continue operation at the Tower Site. Such right and agreement does not waive any requirement or covenant that Tower Company must maintain the Site Lease in full force and effect and shall not commit any act which would result in a non-renewal, default or nonconformance of the Ground Lease beyond any applicable notice or grace period. (d) Tower Company agrees to use reasonable efforts to deliver a nondisturbance and attornment agreement with the Ground Lessor for Carrier's continued possession of the Premises under the applicable SLA and/or the assumption and/or assignment of the Ground Lease to Carrier in the event that Tower Company elects to terminate the Ground Lease. Carrier acknowledges and agrees that the language provided in paragraph 5 of the Estoppel Certificate attached hereto as Attachment III will be sufficient to comply with the requirements of this provision. This provision shall not imply that Carrier consents to the expiration or termination of the Ground Lease by Tower Company. (e) RIGHT OF FIRST REFUSAL. (i) In the event that Tower Company receives a bona fide arms length offer pursuant to which an independent non-affiliated third party (the "Third Party") would enter into a sublease, license or other occupancy agreement with respect to a portion of the Tower Facilities below the height specified by Carrier at the time Carrier and Tower Company executed an SLA, and Tower Company intends to accept such offer, Tower Company shall send written notice (the "Right of First Refusal Notice") to Carrier offering to sublease the Right of First Refusal Space to Carrier for the same rent and under the same terms and conditions as the aforementioned bona fide offer (the "Right of First Refusal"). The Right of First Refusal Notice shall specify the height at which the offeree intends to install its equipment and the rent that it shall pay. Carrier shall have five (5) business days after its Receipt of the Fight of First Refusal Notice to give Tower Company written notice of its intent to exercise the Right of First Refusal. If Carrier does not give Tower Company written notice of its intent to exercise the Right of First Refusal within five (5) business days, Carrier's right to exercise the Right of First Refusal terminates as to that specific tenant and offer. Tower Company may then sublease or license such space to the Third Party. (ii) In the event Tower Company constructs a Tower Facility higher than the height specified by Carrier at the time when Carrier and Tower Company execute an SLA, Tower Company shall send Carrier a written notice specifying the height of the Tower Facilities and offering Carrier the right to locate Carrier Equipment at a different height upon the Tower Facilities and Carrier shall have the right to locate Carrier Equipment at any level upon the Tower Facilities upon the same terms and conditions of the original SLA (the "Additional Height Right of First Refusal"). Carrier shall have five (5) days after its receipt of the notice, to notify Tower 16 Company of its desire to locate its equipment at a height different from which it originally specified and that it shall exercise the Additional Height Right of First Refusal. (iii) Tower Company and Carrier shall enter into and execute a modification of the original SLA and memorandum of SLA to evidence the modification of the height of Carrier Equipment upon the Tower Facilities within thirty (30) days of the date that Carrier gives Tower Company notice that it exercised the Right of First Refusal or the Additional Height Right of First Refusal. 4.8. RENT. As consideration for the use and occupancy of the Premises under any SLA, Carrier shall pay Tower Company rent as shown on Attachment "VI" ("Rent"). 4.9. CARRIER'S EQUIPMENT. Carrier's Equipment shall remain Carrier's exclusive personal property throughout the term and upon termination of the SLA. Carrier shall have the right to remove all Carrier's Equipment at Carrier's sole cost and expense on or before the expiration or earlier termination of the SLA, and Carrier will restore the Premises and the Tower Facilities to the condition existing on the Commencement Date of the applicable SLA, except for ordinary wear and tear and insured casualty loss and will repair any damage to the Premises, the Property or the Tower Facilities caused by such removal, provided that Carrier shall not be obligated to remove any pads, utilities or similar permanent fixtures. Tower Company and Tower Company's agents shall have the right to enter the Premises and the Tower Facility located upon the Premises at reasonable times for the purpose of inspecting the same. In the event that Carrier fails to remove Carrier's Equipment from the Premises on or before the expiration or earlier termination of the SLA, Carrier's Equipment will be subject to disconnection, removal and storage by Tower Company at Carrier's reasonable cost. If Carrier's Equipment remains on the Premises after the expiration or earlier termination of the SLA, or if Tower Company removes such equipment from the Tower Site, for so long as Tower Company stores such equipment, Carrier will pay Tower Company a holdover fee of [CONFIDENTIAL TREATMENT REQUESTED] of the then-effective monthly rent under the SLA, prorated from the effective day of termination or expiration to the date Carrier's Equipment is removed from the Premises. 4.10. MECHANICS' LIENS. Carrier shall not cause or allow (which shall mean any occurrence or item which is within the Carrier's control) any involuntary liens or encumbrances to be recorded against the Tower Facilities or Carrier's Equipment, including without limitation, liens or encumbrances (a) arising out of or related to the performance of the construction, installation or operation of the Carrier's Equipment, all liens and other encumbrances of any contractor, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or encumbrances arising from taxes or assessments, except for lien or encumbrances for taxes or assessments which are not yet due and payable; or (c) liens or encumbrances which may materially adversely impair Tower Company's interest. In the event any such lien or encumbrance is recorded against all or any part of the Tower Facilities, Carrier shall, within thirty (30) days after its receipt of notice that such a lien or encumbrance has been recorded, either (a) have such lien or encumbrance released of record, or (b) deliver to Tower Company a bond or letter of credit, in form, content and amount, and issued by a surety, reasonably satisfactory to Tower Company, indemnifying Tower Company against all costs and liabilities resulting from such lien or encumbrance. Upon the delivery to Tower Company of the bond or letter of credit specified in alternative (b) above, Carrier may contest the validity of such lien or encumbrance. Once such a lien or encumbrance is released of record, for any reason, any bond or letter of credit provided to Tower Company hereunder shall be released and returned to Carrier. Notwithstanding the foregoing, Carrier may encumber the Carrier Equipment with a 17 lien or encumbrance or mortgage as surety for construction or permanent financing, provided that such lender or holder enters into a reasonably satisfactory non-disturbance agreement with Tower Company. 4.11. MAINTENANCE AND REPAIRS. (a) Carrier shall perform all repairs necessary or appropriate to Carrier's Equipment to maintain Carrier's Equipment in a good and tenantable condition, reasonable wear and tear, damage by fire, the elements or other casualty excepted. Damage to Carrier's Equipment resulting from the acts or omissions of Tower Company shall be repaired by Carrier at Tower Company's cost and expense. Tower Company shall reimburse Carrier for the actual reasonable costs incurred as evidenced by adequate documentation by Carrier in repairing such damage or replacing Carrier's Equipment. (b) Tower Company shall maintain the Tower Facilities, the Site, the Easements, and portions of the Property other than Carrier's Equipment (i) in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted; and (ii) in such condition that the Tower Facilities and the Property are required to be maintained by Tower Company pursuant to the Ground Lease; and (iii) in compliance with all rules, laws, regulations and orders of any governmental entity. Damage to the Site, Easements, Property or property surrounding the Property, Tower Facilities or the equipment or improvements of Tower Company or others located on the Property or the Tower Facilities, which results from the acts or omissions of Carrier shall be repaired by Carrier at Carrier's cost and expense, or at the option of Tower Company, Carrier shall reimburse Tower Company for the actual reasonable costs incurred by Tower Company in repairing such damage or replacing such equipment or improvements as evidenced by adequate documentation. Notwithstanding the foregoing or other provisions in this Master Lease to the contrary, Tower Company may delegate its obligations to maintain or repair the Tower Facilities to another company provided that such delegation does not increase the costs of said services over and above that which would have been charged by Tower Company, that such company to whom the obligations are delegated complies with all the terms and provisions of this Agreement, and provided that such delegation does not in effect, delegate all or a substantial portion of Tower Company's obligations under this Agreement and further provided that such company or companies complies with and is required to comply with all the terms, conditions, covenants, warranties and representations under this Agreement. (c) Tower Company assumes no responsibility for the licensing, operation and maintenance of Carrier's Equipment. 4.12. UTILITIES. Carrier shall be solely responsible for the payment of utility charges including connection charges and security deposits incurred in association with Carrier's Equipment. Carrier will be responsible for setting up their account for ongoing power usage. Tower Company will be responsible for bringing in and connecting power to the Tower Site, including without limitation, the installation of the meter, the base, conduits and the primary power run from the nearest utility pole. Carrier will coordinate with the utility companies for the meter for the Carrier Equipment. Tower Company shall provide and install telephone conduits inside the compound of the Tower Facility. Carrier will order T-1 circuits for the Tower Site. Tower Company will coordinate the telephone copper punch block and/or the telephone pedestal. Any fiber facilities will be the responsibility of Carrier. Carrier, at Carrier's expense, may install or improve existing utilities servicing the Tower Facility and may install an electrical grounding system or improve or connect to any existing electrical grounding system to provide the greatest possible protection from lightning damage to the Tower Facility. In addition thereto, Carrier may connect its utilities to any emergency generator or similar emergency power source which Tower Company may have at the Tower Site or the Property for a fee to be mutually agreed upon by Carrier and Tower Company. 18 Tower Company, at Carrier's expense, shall assist Carrier in obtaining any utility services necessary to service Carrier Equipment including, without limitation, any meters, telephone lines or services to the Premises. 4.13. INTERFERENCE AND MAXIMUM PERMISSIBLE EXPOSURE. (a) BY OTHER OCCUPANTS. Tower Company may enter into sublease or license agreements with other companies for the Tower Facilities which are the subject of this Master Lease, provided that Tower Company shall require such sublessee or licensee to install equipment of types and frequencies that will not cause material interference to Carrier's communications operations then being conducted from the Premises and subject to the provisions of this Master Lease. Tower Company agrees that in the event such sublessee or licensee causes material interference with Carrier's Equipment, Tower Company will require such sublessee or licensee to take all steps necessary to correct and eliminate the material interference. If such material interference cannot be eliminated within five (5) business days after receipt by Tower Company of notice from Carrier of the existence of material interference, Tower Company shall take such actions as are permitted by law and can be conducted without breach of the peace such as causing such sublessee or licensee to disconnect the electric power and shut down such sublessee's or licensee's equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such material interference is corrected. If such material interference is not rectified to the reasonable satisfaction of Carrier within sixty (60) days after receipt by Tower Company of such prior notice from Carrier of the existence of material interference, Tower Company shall cause such sublessee or licensee to remove such sublessee's or licensee's antennas and equipment from the Tower Facilities. Tower Company agrees to provide Carrier with notice of the status of the situation within thirty days of Tower Company's receipt of notice from Carrier of the existence of material interference. Carrier agrees to cooperate with Tower Company and the other Tower Facility subtenants to identify and remedy interference, provided that such cooperation does not result in or incur any additional expense upon Carrier. (b) BY CARRIER. In no event shall Carrier alter the operations of Carrier's Equipment or replace, upgrade or otherwise modify the operations of Carrier's Equipment in a manner which will cause material interference with the operations of any other equipment which is then in existence on the Tower and for which Tower Company has a written contractual agreement with an independent bona fide third party who has commenced rental payments under a written contractual agreement with Tower Company and has placed their equipment upon the Tower Facility upon the Applicable Tower Site or are scheduled to place their equipment upon the Tower Facility upon the Applicable Tower Site within sixty (60) days of such request. Carrier agrees that in the event Carrier's Equipment causes material interference with any existing equipment upon the Tower Facilities which was placed upon the Tower Facilities prior to the installation of any modifications to Carrier Equipment upon the Tower Facilities, Carrier will take all steps necessary to correct and eliminate the material interference. If such material interference cannot be eliminated within five (5) business days after receipt by Carrier from Tower Company of notice of the existence of material interference, Carrier shall cease operation of Carrier's Equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement or other action taken for the purpose of correcting such material interference) until such material interference is corrected. If the material interference is not corrected within the five (5) business day period, Tower Company may take such actions as are permitted by law and can be conducted without breach of the peace such as causing such Carrier to disconnect the electric power and shut down Carrier's equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of 19 correcting such material interference) until such material interference is corrected. Carrier covenants that Carrier's Equipment shall be operated in compliance with all applicable federal state and local laws, ordinances and regulations. (c) MAXIMUM PERMISSIBLE EMISSIONS; COOPERATIVE EFFORTS. If antenna power output ("RF Emissions") becomes subject to any restrictions imposed by the FCC or any other government agency for RF Emissions standards on MTE limits, or if the Tower Facilities otherwise become subject to federal, state or local rules, regulations, restrictions or ordinances, Carrier shall comply with Tower Company's reasonable requests for modifications to Carrier's Equipment which are reasonably necessary for Tower Company to comply with such limits, rules, regulations, restrictions or ordinances. The RF Emissions requirements of Carrier shall be subordinate to any prior users of the Tower Facilities. Similarly, the RF Emissions of users subsequent to Carrier shall become subordinate to any requirements of Carrier. If Tower Company or Carrier reasonably require an engineering evaluation or other power density study be performed to evaluate RF Emissions compliance with MPE limits, then all reasonable costs of such an evaluation or study shall be shared equally between Tower Company, Carrier, and any other users of the Tower Facilities. If said study indicates that RF Emissions at the Tower Facility do not comply with NPE limits, then Tower Company, Carrier, and subsequent tenants shall immediately take any steps necessary to ensure that they are individually in compliance with such limits or shall at the demand of Tower Company cease operations until a maintenance program or other mitigating measures can be implemented to comply with MPE. Carrier shall have the right, without waiving any other rights or remedies, to terminate the SLA applicable to any such Site in the event that such mitigation measures cannot be implemented without materially adversely affecting the operation of Carrier Equipment. (d) SIGNAGE REGARDING MPE. Carrier acknowledges and understands that Tower Company may install certain signage and/or physical barriers pertaining to radio frequency exposure from transmitters and other equipment located upon the Tower Facilities. Tower Company and Carrier shall instruct all of their personnel and their contractors performing work at the Tower Facilities, the Property or the Premises, to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. Carrier shall be responsible for placement of signage or physical barriers at or near Carrier Equipment and/or its cabinet or building at the Premises in order to comply with applicable FCC radio frequency exposure guidelines. Tower Company agrees that it shall cooperate with Carrier in these efforts and that Tower Company shall instruct its personnel and contractors performing work at the Property, the Tower Facilities and the Premises to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall Tower Company's personnel or contractors tamper with any such signage or barriers. Tower Company and Carrier shall cooperate in good faith to minimize any confusion or unnecessary duplication that could result from similar signage being posted respecting other carriers' transmission equipment (if any) at or near the Premises, the Tower Facilities and the Property. (e) NOTICE. In order to facilitate the provisions of this Section, and the remaining provisions of this Agreement, the Tower Company shall give Carrier notice of any party who shall occupy the Tower Facilities which notice may be delivered contemporaneously with and contained in the notices provided for in 4.7(e). 4.14. TOWER MARKING AND LIGHTING REQUIREMENTS. Tower Company shall be responsible for designing and maintaining the Tower Facilities to comply with any applicable marking and lighting requirements imposed by the FAA and the FCC. Tower Company shall be responsible for the replacement of bulbs and for the repair of the tower lighting system. 20 4.15. INDEMNIFICATION AND RISK OF LOSS. (a) Carrier shall bear the risk of loss for Carrier's Equipment for all reasons other than the negligent acts or omissions or intentional misconduct of Tower Company or other subtenants at a Site. (b) Carrier shall exonerate, hold harmless, indemnify, and defend Tower Company from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from Carrier's use and occupancy of the Premises, Property or the Tower Facilities or the negligent or intentional acts or omissions of Carrier or Carrier's principals, employees, agents or independent contractors and such injury, death or damage is not contributed to or caused by the acts or omissions of Tower Company or Tower Company's use, operation or ownership of the Property or the Tower Facilities; and (c) Tower Company shall exonerate, hold harmless, indemnify and defend Carrier from any and all claims, obligations, liabilities, costs, demands, damages, expenses, suits or causes of action, including costs and reasonable attorneys' fees, which may arise out of (i) any injury to or the death of any person; or (ii) any damage to property, if such injury, death or damage arises out of or is attributable to or results from Tower Company's use, operation or ownership of the Property or the Tower Facilities, or the negligent or intentional acts or omissions of Tower Company or Tower Company's principals, employees, agents or independent contractors, and such injury, death of damage is not caused by or contributed to by the acts or omissions of Carrier or Carrier's use or operation of the Tower Facilities or Property or its ownership interest in the Premises. 4.16. ENVIRONMENTAL INDEMNIFICATION. (a) Carrier, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Tower Company from and against any and all environmental damages, caused by activities conducted on the Premises by Carrier which result in or arise from (i) the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by Carrier, or (ii) the violation of any environmental requirements by Carrier pertaining to the Premises and any activities thereon. Carrier covenants that it shall not nor shall Carrier allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. (b) Tower Company, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Carrier from and against any and all environmental damages, caused by activities conducted on the Premises by Tower Company which result in or arise from (i) the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises which were introduced to the Premises by Tower Company, or (ii) the violation of any environmental requirements by Tower Company pertaining to the Premises and any activities thereon. Tower Company covenants that it shall not, nor shall Tower Company allow its employees, agents or independent contractors to treat, store or dispose of any Hazardous Materials on the Premises or the Property in violation of any applicable law. 4.17. INSURANCE. (a) (i) Carrier shall procure and maintain during the term of this Master Lease and commencing with the Assignment and during the term of any applicable SLA the following 21 insurance : (A) comprehensive general liability insurance with a commercial general liability endorsement having a minimum limit of liability of $1,000,000, with a combined limit for bodily injury and/or property damage for any one occurrence, and (B) excess/umbrella coverage of $2,000,000; and (C) Workers Compensation Insurance and Employees' Liability Insurance for the statutory limit, but in no event no less than One Million and No/100 Dollars ($1,000,000.00) and (iii) Carrier shall procure and maintain during the term of this Master Lease and during the term of any applicable SLA the following insurance: "All Risk" property insurance which insures Carrier's Equipment for its full replacement cost; provided that the imposition of these limits of insurance shall not limit the liability of Carrier hereunder. Tower Company, at its option, may require Carrier to increase the amounts of the foregoing insurance at the commencement of each Renewal Term of each SLA by a reasonable amount over the amount of insurance provided herein in effect for the previous Initial Term or Renewal Term. (b) (i) Tower Company shall procure and maintain during the terms of the Master Lease and commencing with the Assignment and during the term of any applicable SLA, the following insurance: (A) comprehensive general liability insurance with a general liability endorsement having a minimum limit of liability of $1,000,000 with a combined limit for bodily injury and/or property damage for any one occurrence; and (B) excess umbrella coverage of $2,000,000; and (C) Workers Compensation Insurance and Employees' Liability Insurance for the statutory limit, but in no event no less than One Million and No/ 100 Dollars ($1,000,000.00); and (ii) Tower Company shall procure and maintain during the term of this Master Lease and during the term of any applicable SLA the following insurance: "All Risk" property insurance which insures the Tower Facilities and the Property for its full replacement cost; provided that the imposition of these limits of insurance shall not limit the liability of Tower Company hereunder. Carrier may, at its option, require Tower Company to increase the amounts of the foregoing insurance at the commencement of each Renewal Term of each SLA by a reasonable amount over the amount of insurance provided herein in effect for the previous Initial Term or Renewal Term. (c) Tower Company and any party holding a security interest in the Tower Facilities which is identified to Carrier and any party holding a security interest in Carrier's Equipment shall be named as an additional insured on any insurance policy procured by Carrier pursuant to this Master Lease and Carrier and any party holding a Security Interest in Carrier Equipment which is identified to Tower Company, shall be named as an additional insured on any insurance policy procured by Tower Company pursuant to this Master Lease. 4.18. SUBROGATION. (a) IN GENERAL. All insurance policies required to be maintained by Carrier and Tower Company under this Master Lease shall contain a waiver of subrogation provision under the terms of which the insurance carrier waives all of such carrier's rights to proceed against Tower Company or Carrier as may be applicable, excluding workers compensation and employee liability insurance. (b) MUTUAL RELEASE. Tower Company and Carrier each release the other and their respective representatives from any claim by them or any one claiming through or under them by way of subrogation or otherwise for damage to any person or to the Premises, the Tower Facilities or the Property, and to the fixtures, personal property, improvements and alterations in or on the Premises that are caused by or result from risks insured against under any insurance policy carried by them to the extent of such insurance, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies. 22 4.19. DESTRUCTION OR CONDEMNATION. (a) If the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be taken by any public authority under the power of eminent domain, or if the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be destroyed by fire or other casualty that is not caused by Carrier, so as to materially interfere with Carrier's use and occupancy thereof, then, at the option of Carrier, the applicable SLA shall cease on the part so taken on the date of possession by such authority of that part, (or in the event that Carrier must remove Carrier's Equipment prior to that date, the date Carrier must move Carrier's Equipment) and any unearned rent paid in advance of such date shall be refunded by Tower Company to Carrier within thirty (30) days of such possession, and Carrier shall have the right to terminate the SLA upon written notice to Tower Company, which notice shall be delivered by Carrier within thirty (30) days following the date notice is received by Carrier of such taking or possession. If Carrier chooses not to terminate the SLA, the rent shall be reduced or abated in proportion to the actual reduction or abatement of Carrier's use of the Premises. In the event of any taking, destruction or other casualty hereunder which prevents Carrier's use and occupancy of the Premises and/or the Tower Facilities, subject to the terms of the Ground Lease (including obtaining any necessary approvals thereunder) Carrier shall have the option of placing a temporary communications facility upon available space upon the Property (if any) for a period of up to one year at a rate mutually agreeable to the parties. Carrier shall have first right to any such available space and any other tenants, licensee, or occupants of the Tower Site rights shall be subordinate to the rights of Carrier to such available space. (b) If the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be taken by any public authority under the power of eminent domain, or if the whole or any substantial part of the Premises, the Tower Facilities or the Property shall be destroyed by fire or other casualty, so as to materially interfere with Tower Company's ability to maintain and lease thereof, then, at the option of Tower Company, the applicable SLA shall cease on the part so taken on the date of possession by such authority of that part and any unearned rent paid in advance of such date shall be refunded by Tower Company to Carrier within thirty (30) days of such possession, and Tower Company shall have the right to terminate the SLA upon written notice to Carrier, which notice shall be delivered by Tower Company within thirty (30) days following the date notice is received by Tower Company of such taking or possession. In the event of any taking, destruction or other casualty hereunder which prevents Carrier's use and occupancy of the Premises and/or the Tower Facilities, subject to the terms of the Ground Lease (including obtaining any necessary approvals thereunder) Carrier shall have the option of placing a temporary communications facility upon available space upon the Property (if any) for a period of up to one year at a rate mutually agreeable to the parties. Carrier shall have first right to any such available space and any other tenants, licensee, or occupants of the Tower Site rights shall be subordinate to the rights of Carrier to such available space. 4.20. DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA and the Master Lease as it may apply to the Applicable SLA (or in the event that events occur which would constitute an event of default under the Master Lease, the Master Lease) by Carrier: (a) any failure of Carrier to pay Rent or any other charge for which Carrier has the responsibility of payment under this Master Lease, or any SLA, within fifteen (15) days of written notice thereof; or 23 (b) any failure of Carrier to perform or observe any term, covenant, provision or conditions of this Master Lease, or any SLA, which failure is not corrected or cured by Carrier within thirty (30) days of receipt by Carrier of written notice from Tower Company of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Carrier to complete a cure so long as Carrier commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure, provided, however, that in the event such default exposes Tower Company to immediate liability for damages, fines, or penalties or causes of breach of any other agreement to which Tower Company is a party, Carrier shall immediately remedy such condition or Tower Company shall be entitled to remedy such condition at Carrier's reasonable cost and expense; or (c) Carrier shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Carrier which is not dismissed within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Carrier's assets, or Carrier makes an assignment for such purposes for the benefit of creditors; (d) this Master Lease or Carrier's interest herein or Carrier's interest in the Premises are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (e) the imposition of any lien on the Property, the Premises, the Tower Facilities, Carrier's Equipment except as may be expressly authorized by this Master Lease, or an attempt by Carrier or anyone claiming through Carrier to encumber Tower Company's interest in the Tower Facilities or the Property and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or (f) the abandonment of the Premises in the event that such abandonment would cause the revocation or rescission of any Government Approvals for the Tower Facilities and another carrier is located upon the Tower Facilities and such abandonment is not cured within thirty (30) days of written notice thereof. Tower Company and Carrier understand and agree that a default by Carrier under the terms of any SLA shall constitute a default under that applicable SLA but shall not constitute a default under any other SLAs or this Master Lease, and that Tower Company shall have the right but not the obligation to those remedies afforded to Tower Company at law or in equity and under paragraph 4.21 of this Master Lease for each Applicable Tower Site and the applicable SLA, provided, however, that in the event that a default occurs under (i) more than twenty-five percent (25%) of the SLAs in effect under this Agreement at any single instance when at least thirty-two (32) SLAs have been fully executed, or (ii) more than 8 Sites at any single instance when less than thirty-two (32) SLAs have been fully executed, and such defaults are not cured within the notice periods provided herein, the aggregate of such defaults shall constitute a default under the terms of this Agreement and Tower Company shall have the right but not the obligation to those remedies afforded to Tower Company at law or in equity and/or by paragraph 4.21 for the Master Lease and for all of the Sites and the SLAs which are subject to the Master Lease. If an event of default occurs under Section 4.21(c), such event shall constitute a default under the terms of this Agreement and Tower Company shall have the rights, but not the obligation to those remedies afforded to Tower Company at law or in equity and/or by Section 4.21 of the Master Lease and for all of the Sites and SLAs which are subject of this Master Lease. The forbearance of Tower Company to 24 exercise any remedies available to Tower Company shall not constitute a waiver of the ability of Tower Company to exercise those remedies for the same or subsequent defaults. 4.21. REMEDIES OF TOWER COMPANY. In the event of a default by Carrier under the terms of paragraph 4.20 of this Master Lease and after Carrier's failure to cure such default within the time allowed to cure such default, then Tower Company may, in addition to all other rights or remedies that Tower Company may have hereunder at law or in equity in regards to the Applicable Tower Site and SLA; (a) Terminate Carrier's right to possession of the Premises by any lawful means, in which case the applicable SLA shall terminate and Carrier shall immediately surrender possession of the Premises to Tower Company and Tower Company may re-enter the Premises and take possession thereof and remove all persons therefrom, and Carrier shall have no further claim to the Premises or the Applicable Tower Site under this Master Lease. In the event of any such termination, Tower Company shall also be entitled to recover from Carrier all damages incurred by Tower Company by reason of Carrier's default or breach, and shall have the right to set off such rents against amounts due to Tower Company under any other SLA or any other agreement. (b) Alternatively, Tower Company may expel Carrier from the Premises without terminating the Applicable SLA, make such alterations and repairs as which may be necessary in order to relet the Premises and may relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Master Lease or the applicable SLA) and at such rental or rentals and upon such other terms and conditions as Tower Company in its discretion may deem advisable. Upon each such reletting all rentals and other sums received by Tower Company from such reletting shall be applied to the payment of any costs and expenses of such reletting and to the payment of rental and other charges due and unpaid hereunder. If such rentals and other sums received from such reletting during any month are less than that to be paid during that month by Carrier hereunder, Carrier shall pay such deficiency to Tower Company; if such rentals and sums shall be more, Carrier shall have no right to the excess. Such deficiency shall be calculated and paid monthly. (c) Additionally, Tower Company may cure such defaults itself and collect the actual costs of such cure as an addition to the Rent due under the applicable SLA, then as an addition to the rent due under any other SLAs, provided however that Tower Company shall only be able to collect such rents from any other SLAs or agreements if an event of default has been declared under this Master Lease as a result of the occurrence of defaults under twenty-five percent (25%) or more of the SLAs or eight (8) SLAs as provided under 4.20, such remedies to be cumulative and concurrent or sequential at the election of Tower Company. Such remedies shall be in addition to all other rights and remedies Tower Company may have at law or equity. All of the remedies provided in this Agreement or in any other SLA or at law or in equity are cumulative and Tower Company may exercise such remedies concurrently or sequentially in such order as it may choose. 4.22. MITIGATION BY TOWER COMPANY. No efforts by Tower Company to mitigate the damage by Carrier's default under this Master Lease shall be deemed a waiver of Tower Company's rights to recover damages under this Master Lease. 4.23. DEFAULT BY TOWER COMPANY. The occurrence of any of the following instances shall be considered to be a default or a breach of the Applicable SLA and the Master Lease as it may apply to the Applicable SLA (or in the event that events occur which would constitute an event of default under the Master Lease, the Master Lease) by Tower Company: 25 (a) any failure of Tower Company to pay any charge for which Tower Company has the responsibility of payment under this Master Lease or any SLA within fifteen (15) days of written notice from Carrier, or its agents or representatives thereof; (b) any failure of Tower company to perform or observe any term, covenant, provision or condition of Paragraph III of this Agreement, including without limitation, any obligation to commence and complete construction pursuant to Paragraph 3.4 of this Agreement and any schedule, attachment or agreement related thereto which failure is not corrected or cured by Tower Company within ten (10) days of receipt by Tower Company of written notice from Carrier of the existence of such a default; or (c) any failure of Tower Company to perform or observe any other term, covenant, provision or conditions of this Master Lease or any SLA which failure is not corrected or cured by Tower Company within thirty (30) days of receipt by Tower Company of written notice from Carrier of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Tower Company to complete a cure so long as Tower Company commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; provided, however, that in the event such default exposes Carrier to immediate liability for damages, fines or penalties or causes a breach of any other agreement to which Carrier is a party, Tower Company shall immediately remedy such conditions or Carrier shall be entitled to remedy such condition at Tower Company's reasonable cost and expense; or (d) Tower Company shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Tower Company which is not dismissed within sixty (60) days of the date of the filing of the involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Tower Company's assets, or Tower Company makes an assignment for such purposes for the benefit of creditors; (e) this Master Lease, any SLA or Tower Company's interest herein or Tower Company's interest in the Premises, the Tower Facilities or the Property are executed upon or attached and such execution or attachment is not dismissed, released or removed within thirty (30) days of the execution or attachment; or (f) the imposition of any lien on the Tower Facilities as a result of the actions or inactions of Tower Company or another subtenant on the Tower Facilities, except as may be expressly authorized by this Master Lease, or an attempt by Tower Company or anyone claiming through Tower Company to encumber Carrier's interest in the Tower Facilities or the Property and such lien or encumbrance is not dismissed, released or removed within thirty (30) days of such imposition or attempt; or Tower Company and Carrier understand and agree that a default by Tower Company under the terms of any SLA shall constitute a default under that SLA but shall not constitute a breach or a default under any other SLA or this Master Lease, and that Carrier shall have the right but not the obligation to those remedies afforded to Carrier at law or in equity and under paragraph 4.24 of this Master Lease for each such Applicable Tower Site and applicable SLA which is subject to this Master Lease, provided, however, that in the event that a default occurs under (i) more than twenty-five percent (25%) of the SLAs in effect under this Agreement at any single instance when at least thirty-two (32) SLAs have been fully executed, or (ii) more than 8 Sites at any single instance when less than thirty-two (32) SLAs have 26 been fully executed, and such defaults are not cured within the notice periods provided herein, the aggregate of such defaults shall constitute a default under the terms of this Agreement and Carrier shall have the right but not the obligation to those remedies afforded to Carrier at law or in equity and/or by Section 4.24 of the Master Lease for this Master Lease and for all of the Sites and the SLAs which are subject to the Master Lease. If an event of default occurs under Section 4.23(d), such event shall constitute a default under the terms of this Agreement and Carrier shall have the rights, but not the obligation to those remedies afforded to Carrier at law or in equity and/or by Section 4.24 for the Master Lease and for all of the Sites and SLAs which are subject of this Master Lease. The forbearance of Carrier to exercise any remedies available to Carrier shall not constitute a waiver of the ability of Carrier to exercise those remedies for the same or subsequent defaults. 4.24. REMEDIES OF CARRIER. In the event of a default by Tower Company under the terms of Paragraph 4.23 of this Master Lease or any SLA and after Tower Company's failure to cure such default within the time allowed to cure such default, then Carrier may, in addition to any other remedy available at equity or law, (a) sue for damages; (b) terminate the applicable SLA, without waiving its right to sue for damages; (c) cure such defaults itself and deduct the actual costs of such cure from the Rent due under the applicable SLA, then from the rent due under any other SLAs, and then from any other amounts due to Tower Company from Carrier; (d) in the case of a default under Paragraph 4.23(b) Carrier shall have the right to complete construction of or cause the completion of the construction of the Tower Facilities without further notice to or consent of Tower Company. Carrier shall have the right to hire or retain any contractor it shall so choose to complete the construction of the Tower Facilities in such event. Tower Company and its employees, contractors, subcontractors, agents and representatives shall provide Carrier and its employees, agents, representatives, contractors and subcontractors free, unobstructed, complete and open access to the Property and the Easements to complete construction of the Tower Facilities, Carrier's Equipment and anything related thereto. In addition to any other claim, damages or remedies which Carrier may have, Tower Company shall reimburse Carrier for the reasonable cost actually incurred for the construction or completion of construction of the Tower Facility and any items related thereto. Carrier may set such amounts due off against the Rent due under the SLA for the Applicable Tower Facility or any other SLA and make claim against Tower Company for any amounts due, such remedies to be cumulative and concurrent or sequential at the election of Carrier. Such remedies shall be in addition to all other rights and remedies Carrier may have at law or equity. All of the remedies provided in this Agreement or in any other SLA or at law or in equity are cumulative and Carrier may exercise such remedies concurrently or sequentially in such order as it may choose. 4.25. MITIGATION BY CARRIER. No efforts by Carrier to mitigate the damage by Tower Company's default under this Master Lease shall be deemed a waiver of Carrier's rights to recover damages under this Master Lease. 4.26. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained in this Agreement, Tower Company shall not be responsible for any incidental or consequential damages arising under this Agreement or any SLA unless incurred or resulting from the intentional misconduct of Tower Company or its agents, representatives, contractors, employees, officers or directors. Notwithstanding anything to the contrary contained in this Agreement, Carrier shall not be responsible for any incidental or consequential damages arising under this agreement or any SLA unless incurred or resulting from the intentional misconduct of Carrier or its agents, representatives, contractors, employees, officers or directors. 4.27. SUBORDINATION. This Master Lease and any option or right of first refusal granted hereunder, at Tower Company's option, shall be subordinate to any mortgage, deed of trust, or other 27 encumbrance now or hereafter placed upon the Premises and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the beneficiary or lender under such mortgage, deed of trust or other encumbrance enters into a satisfactory non-disturbance and attornment agreement with Carrier. V. GENERAL PROVISIONS 5.1. NOTICES. All notices, requests, demands or communications under this Master Lease or any SLA by or from Tower Company to Carrier, or Carrier to Tower Company, shall be in writing and personally delivered against receipt, faxed, sent by overnight mail by a national recognized overnight carrier or mailed, certified mail, return receipt requested. Such notices or demands shall be sent to the following address: Tower Company: SBA Towers, Inc. One Town Center Road, 3rd Floor Boca Raton, Florida 33486 Attention: General Counsel Fax: 561-997-0343 Carrier: Tritel Communications, Inc. 112 E. State Street - Suite B Ridgeland, MS 39157 Attn: Kenneth F. Harris Fax: 601-898-6216 The parties may change the notice addressees, addresses and fax numbers by giving the other party notice of the change following the procedure set forth in this paragraph. 5.2. ASSIGNMENTS AND SUBLEASES. (a) ASSIGNMENT AND SUBLEASES BY CARRIER. (I) Carrier may not sublease the Premises. Carrier may assign Carrier's interest in this Master Lease, any SLA or in the Premises without obtaining Tower Company's consent to a Carrier Affiliate, provided such Carrier Affiliate agrees to be bound hereby and maintains at the time of such assignment, as demonstrated by current financial statements provided to Tower Company prior to such assignment, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Carrier hereunder through the unexpired balance of the Initial Term or any Renewal Terms, as the case may be. For purposes of this Master Lease, "Carrier Affiliate" shall mean a corporation, limited liability company, partnership or other business entity that owns or controls Carrier, or that is owned by or controlled by, or under common ownership or control with, Carrier, or that merges or consolidates with Carrier or purchases substantially all of the assets of Carrier or purchases a controlling interest in Carrier's outstanding voting securities or assets. Carrier shall not otherwise voluntarily, involuntarily or be operation of law assign, sell or otherwise transfer Carrier's interest in this Master Lease, any SLA or in the Premises without obtaining Tower Company's consent, which consent shall not be unreasonably withheld, delayed or conditioned. (II) Notwithstanding anything else contained herein, Carrier may, without notice or consent of Tower Company, pledge, mortgage, convey by deed of trust or security deed, assign, create a security 28 interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of Carrier's interest in this Master Lease, any SLA, any Premises, and/or all or any portion of Carrier's right, title, and interest in and to any and/or all of Tower Facilities, the Property or the Easements, provided that Carrier provides Tower Company with a subordination non-disturbance and attornment agreement reasonably satisfactory to Tower Company. Promptly on Carrier's or Carrier's lender's request, Tower Company shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of Carrier's lenders including, but not limited to, consents to giving notice to Carrier's lender(s) in the event of Carrier's default under the provision of the SLA or the Master Lease, and consents to Carrier's assignment to any lender(s) of any and all of Carrier's interest in or to this Agreement, any SLA or Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to Tower Company and which will not materially increase Tower Company's burdens nor materially impair Tower Company's rights under this Master Lease or any SLA. Carrier shall reimburse Tower Company for any out-of-pocket costs incurred by Tower Company in complying with this provision including, but not limited to, Tower Company's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. (b) LIMITATIONS ON ASSIGNMENT BY TOWER COMPANY. (i) SUBLEASE. Tower Company shall have the right, subject to the restrictions of this Agreement, including without limitation, the restrictions in paragraph 4.13 hereof, to sublease space upon the Tower Facilities, the Property or the Easements (but not the whole of the Tower Facilities, the Property or the Easements) without obtaining Carrier's consent, provided that such sublease does not violate the provisions of and is subject to the provisions of this Master Lease and any applicable SLA. (ii) ASSIGNMENT OF MASTER LEASE OR SLAS. Tower Company may assign Tower Company's interest in this Master Lease, any SLA, the Tower Facilities or in the Premises without obtaining Carrier's consent to a Tower Company Affiliate provided such Tower Company Affiliate agrees to be bound hereby and assumes all of Tower Company's obligations under this Agreement and such assignee maintains at the time of such assignment, as demonstrated by current financial statements provided to Carrier prior to such assignment, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Tower Company hereunder through the unexpired balance of the Initial Term and any Renewal Terms. For purposes of this Master Lease, "Tower Company Affiliate" shall mean a corporation, limited liability company, partnership or other business entity that owns or controls Tower Company, or that is owned by or controlled by, or under common ownership or control with, Tower Company, or that merges or consolidates with Company or purchases substantially all of the assets of Tower Company or purchases a controlling interest in Tower Company's outstanding voting securities or assets. Tower Company shall not otherwise voluntarily, involuntarily or be operation of law assign, sell or otherwise transfer Tower Company's interest in this Master Lease, any SLA or in the Premises without obtaining Carrier's consent, which consent shall not be unreasonably withheld, delayed or conditioned. Tower Company shall may not assign Tower Company's interest in this Master Lease, any SLA, the Tower Facilities, any Ground Lease or in the Premises to any other carrier or provider of wireless communications services or competitor of Carrier. (c) PLEDGE BY TOWER COMPANY. Notwithstanding anything else contained herein, Tower Company may, without notice or consent of Carrier, pledge, mortgage, convey by deed of trust or 29 security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing bona fide indebtedness all or any part of Tower Company's interest in this Master Lease, any SLA, any Premises, and/or all or any portion of Tower Company's right, title, and interest in and to any and/or all of Tower Facilities, the Property or the Easements, provided that Tower Company provides Carrier with a subordination, non-disturbance agreement that is reasonably satisfactory to Carrier. Promptly on Tower Company's or Tower Company's lender's request, Carrier shall execute and deliver, and shall assist in facilitating the execution and delivery of, all documents requested by any of Tower Company's lenders including, but not limited to, consents to giving notice to Tower. Company's lender(s) in the event of Tower Company's default under the provision of the SLA or the Master Lease, and consents to Tower Company's assignment to any lender(s) of any and all of Tower Company's interest in or to this Agreement, any SLA or Premises provided, however, that all such documents and consents shall be in a form which is reasonably acceptable to Carrier and which will not materially increase Tower Company's or Carrier's burdens nor materially impair Carrier's rights under this Master Lease or any SLA. Tower Company shall reimburse Carrier for any out-of-pocket costs incurred by Carrier in complying with this provision including, but not limited to, Carrier's reasonable attorneys' fees incurred in reviewing and negotiating such documents and consents. (d) ASSIGNMENT OF CONSTRUCTION OBLIGATIONS. Notwithstanding anything else contained herein, Tower Company shall not involuntarily, voluntarily or by operation of law assign or otherwise transfer its rights or obligations (including, but not limited to, the obligation to construct the Tower Facilities) relating to any Applicable Tower Site or SLA which is the subject of this Agreement, prior to the acceptance of the Applicable Site by Carrier pursuant to paragraph 3.8 hereof. 5.3. REPRESENTATIONS AND WARRANTIES OF CARRIER. Carrier represents and warrants to Tower Company that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a corporation, duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to enter into and perform this Master Lease and Carrier is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee, and Kentucky. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That Carrier's execution and delivery of this Master Lease have been duly authorized and no further action on the part of Carrier is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of Carrier duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which Carrier is a party or by which Carrier or its assets are bound which prohibits the execution or delivery by Carrier of this Master Lease or the performance or observance by Carrier of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor transactions contemplated hereby, shall result in the violation by Carrier of any, law, regulation, judgment or order of any court or governmental authority applicable to Carrier or result in a breach of the terms of this or any other agreement to which Carrier is a party. 30 5.4. REPRESENTATIONS AND WARRANTIES OF TOWER COMPANY. Tower Company represents and warrants to Carrier that: (a) ORGANIZATION, GOOD STANDING AND AUTHORITY. It is a corporation, duly organized, validly existing and in good standing under the laws of Florida and has the requisite corporate power and authority to enter into and perform this Master Lease and Tower Company is duly qualified to do business in the states of Alabama, Florida, Mississippi, Tennessee and Kentucky and in any other Market in which Tower Company enters into an SLA or other agreement with Carrier. (b) AUTHORIZATION AND VALIDITY OF MASTER LEASE. That Tower Company's execution and delivery of this Master Lease have been duly authorized and no further action on the part of Tower Company is necessary to authorize this Master Lease or the consummation of the transactions contemplated herein. This Master Lease constitutes the valid and binding obligation of Tower Company duly enforceable in accordance with its terms. (c) NO BREACH OF OTHER INSTRUMENTS. That there is no contract or agreement or other instrument to which Tower Company is a party or by which Tower Company or its assets are bound which prohibits the execution or delivery by Tower Company of this Master Lease or the performance or observance by Tower Company of any term or condition of this Master Lease and, subject to the fulfillment of all conditions set forth therein, neither execution and delivery of this Master Lease nor the consummation of the transactions contemplated hereby will violate any term or provision of any such contract, agreement, or instrument. (d) NO VIOLATION OF LAW OR ORDER. That subject to the fulfillment of all conditions set forth herein, neither the execution and delivery of this Master Lease nor transactions contemplated hereby, shall result in the violation by Tower Company of any, law, regulation, judgment or order of any court or governmental authority applicable to Tower Company or result in a breach of the terms of this or any other agreement to which Tower Company is a party. (e) TITLE. Tower Company holds good and marketable title to its leasehold interest in the Property, the Easements, the Premises and title to the Tower Facilities except for any items or defects which are disclosed in the title insurance commitment which is attached to the SLA as Exhibit "F," provided however, Tower Company's liability for a breach of this provision shall not exceed the amount which Tower Company is entitled to recover from its title insurance policy for such Site. Tower Company hereby agrees to obtain a policy for title insurance for each Applicable Tower Site in an amount which shall not be less than Two Hundred Thousand and no/100s Dollars ($200,000.00) under which Tower Company is insured. Tower Company shall deliver a copy of the title insurance policy for each Applicable Tower Site within six (6) months days of the acceptance of the Applicable Tower Site pursuant to Section 3.8 of this Agreement. 5.5. MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms, covenants and conditions contained in this Master Lease shall be binding upon and inure to the benefit of the parties hereto, and also their respective heirs, executors, administrators, personal representatives, successors and assigns subject to the provisions of paragraph 5.2 of this Master Lease relating to restrictions upon sale, assignment or subletting of this Master Lease. 31 (b) INTEGRATION. It is understood that there are no oral agreements or representations between the parties hereto affecting this Master Lease and this Master Lease and the SLAs supersede and cancel any and all previous negotiations, arrangements, agreements or representations and understandings, if any, between the parties hereto with respect to the subject matter thereof. There are no other representations or warranties between the parties and all reliance with respect to representations is solely upon the representations and agreements contained in this document except for the SLAs, Memoranda of SLA, Assignments, Memoranda of Assignment; Estoppel Certificates, Notices of Completion and any other documents or instruments referred to herein. (c) HEADINGS. The Headings and paragraph titles herein are for convenience only and do not in any way define, limit or construe the contents of such Paragraphs. (d) SEVERABILITY. It is agreed that if any provision of this Master Lease shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provisions of this Master Lease and all such other provisions shall remain in full force and effect. (e) FORCE MAJEURE. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, actions or inactions not caused or contributed to by the Tower Company, governmental controls not caused or contributed to by Tower Company, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such for a period equal to any such delay or stoppage. (f) ESTOPPEL CERTIFICATE. (i) Carrier shall, upon the request of any lender of Tower Company, but no more than five (5) times in any single year, upon not less than ten (10) days' prior written notice from Tower Company, execute, acknowledge and deliver to Tower Company's lender a statement in writing on a form prescribed by Tower Company's lender reasonably acceptable to Carrier (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its knowledge, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there is not, to the best of Carrier's knowledge, any uncured default on the part of Tower Company hereunder, or specifying such default if any claim, provided however, that Tower Company shall reimburse Carrier for the cost and expense, including without limitation legal expense, for the review, alteration, revisions, completion and execution of such document(s). (ii) Tower Company shall, upon the request of any lender of Carrier, but no more than five (5) times in any single year, upon not less than ten (10) days' prior written notice from Carrier, execute, acknowledge and deliver to Carrier's lender a statement in writing on a form prescribed by Carrier's lender reasonably acceptable to Tower Company (i) certifying that this Master Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Master Lease as so modified is in full force and effect), or if not in full force and effect stating that the Master Lease is not in full force and effect and the reasons therefore, to the best of its knowledge, and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there is not, to the best of Tower Company's knowledge, any uncured default on the part of Carrier hereunder, or specifying such default if any is claimed, provided however, that Carrier shall reimburse Tower Company for the 32 cost and expense, including without limitation legal expense, for the review, alteration, revision, completion and execution of such document(s). (g) ATTORNMENT. (i) Upon request of the mortgagee, Carrier will attorn, as lessee under this Master Lease, to the purchaser at any foreclosure sale thereunder, or if any ground or underlying Ground Lease is terminated for any reason, Carrier will attorn, as Carrier under this Master Lease, to the ground lessor under the Ground Lease, provided that such Ground Lessor or mortgagee does not disturb Carrier's possession of the Premises and honors the terms and conditions of this Master Lease, and Carrier and such Ground Lessor or mortgagee will execute such instruments as may be necessary or appropriate to evidence such attornment. (ii) Upon request of the mortgagee, Tower Company will attorn, as lessor under this Master Lease, to the purchaser at any foreclosure sale thereunder. (h) CERTAIN RULES OF CONSTRUCTION. (i) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by Carrier hereunder, or to breaches or defaults of this Master Lease by Carrier, omit to state that such breaches or defaults by Carrier are material, unless the context implies to the contrary, all breaches or defaults by Carrier hereunder shall be deemed material. Carrier shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to concessionaires as if they were Carrier hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by Carrier. (ii) Notwithstanding the fact that certain references elsewhere in this Master Lease to acts required to be performed by Tower Company hereunder, or to breaches or defaults of this Master Lease by Tower Company, omit to state that such breaches or defaults by Tower Company are material, unless the context implies to the contrary, all breaches or defaults by Tower Company hereunder shall be deemed material. Tower Company shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Master Lease, which terms and conditions shall be applicable to concessionaires as if they were Tower Company hereunder and failure by a concessionaire fully to observe and comply with the terms and conditions of this Master Lease shall constitute a default hereunder by Tower Company. (i) WARRANTIES AND REPRESENTATIONS. The warranties and representations made in this Agreement shall be deemed to be made, reaffirmed, ratified, rewarranted and rerepresented upon the execution of each Assignment and each SLA. (j) COUNTERPARTS. This Master Lease may be executed in counterparts with the same effect as if both parties hereto had signed the same document. Both counterparts shall be construed together and shall constitute one (1) Master Lease. (k) INTERPRETATION. The parties hereby acknowledge that the draftsmanship of this Agreement was a cooperative effort by both parties who were represented by counsel and that this Master Lease shall not be construed either for or against Tower Company or Carrier, but this Master Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach an equitable result. 33 (l) GOVERNING LAW. This Master Lease is to be governed by and construed in accordance with the laws of the state in which the Premises is situated. (m) NO PARTNERSHIP. Carrier and Tower Company agree that their relationship under this Master Lease shall be that of landlord and tenant and that no partnership is intended or shall be created by this Master Lease. (n) CONSENT. Tower Company and Carrier covenant that whenever their consent or approval is required under this Master Lease said consent shall not be conditioned or unreasonably withheld, delayed, or conditioned. (o) ATTORNEY FEES. In the event of a breach of this Agreement, the substantially prevailing party in any litigation arising as a result of such breach shall be entitled to its reasonable attorney's fees and court costs including appeals, if any. IN WITNESS WHEREOF, Tower Company and Carrier have executed this Master Lease and the "Effective Date" of this Master Lease shall be the last date that this Master Lease is signed by Tower Company and Carrier. TOWER COMPANY: SBA TOWERS, INC. BY: -------------------------------------- TITLE: ----------------------------------- DATE: ------------------------------------ TRITEL COMMUNICATIONS, INC.: BY: -------------------------------------- WILLIAM S. ARNETT PRESIDENT DATE: ------------------------------------ 34 LIST OF ATTACHMENTS ATTACHMENT DESCRIPTION - ---------- ----------- I ASSIGNMENT II MEMORANDUM OF ASSIGNMENT III ESTOPPEL CERTIFICATE IV SITE LEASE AGREEMENT V MEMORANDUM OF SITE LEASE AGREEMENT VI SCHEDULES WITH MARKET SPECIFIC TERMS, INCLUDING WITHOUT LIMITATION REIMBURSEMENT OF PRE-DEVELOPMENT COSTS, RENT, SCHEDULES FOR COMPLETION OF TOWER FACILITIES AND DELIVERIES VII NOTICE OF COMPLETION VIII LETTER CONFIRMING COMMENCEMENT DATE IX NON-CARRIER PERSONNEL ATTACHMENT "I" ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE AGREEMENT ("Assignment ") is made and entered into as of the ____ day of ______________, _______, by and between _______________ ___________________, a ___________ corporation ("Tower Company"), and Tritel Communications, Inc., a Delaware Corporation, ("Carrier"). WHEREAS, Carrier has entered into a ground lease agreement, lease agreement or other similar agreement (the "Ground Lease") for the lease of the real property more particularly described in Exhibit "A" attached hereto (the "Property") upon which Carrier has constructed or intends to construct a tower and related facilities and for an easement for ingress, egress and utilities over the real property more particularly described in Exhibit "B" attached hereto, (the "Easement"); WHEREAS, Carrier desires to assign the Ground Lease for said Property, a copy of which is attached hereto as Exhibit "C", to Tower Company; and WHEREAS, Tower Company desires to develop the tower and certain facilities on the Property and sublease a portion of the space upon the Tower Facilities to Carrier. NOW THEREFORE, for and in consideration of the mutual promises outlined herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Carrier and Tower Company do hereby agree as follows: 1. Assignment. Carrier does hereby assign to Tower Company without warranty or representation and Tower Company shall and hereby assumes and agrees to be bound by the Ground Lease, or such other contract through which Carrier has acquired an interest in the real property which is the subject of the Ground Lease together with the Easements. 2. Covenants of Carrier. Carrier covenants that it: (a) unconditionally and absolutely assigns, transfers, sets over and conveys to Tower Company, without warranty or representation all of Carrier's right, title and interest in, to and under the Ground Lease and the Easements except as such rights may be limited or modified by any (if any) addenda attached to the Ground Lease. Carrier represents and wan-ants to Tower Company that all addenda to the Ground Lease are attached to this Agreement as part of Exhibit "C". The Easements, if any, in addition to the Ground Lease are attached hereto as Exhibit "D". (b) to the best of its knowledge, without independent inquiry or investigation, has no knowledge or notice of any default, defense, offset, claim, demand, counterclaim or cause of action which may presently exist under the Ground Lease; and (c) to the extent Carrier may assign, Carrier irrevocably assigns, transfers, conveys and sets over to Tower Company without warranty or representation and Tower Company accepts from Carrier all of the right, title and interest of Carrier under each and all of the following items (without warranty that any of the following may be assigned): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by Carrier with respect to the tower proposed to be constructed on the Property; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which Carrier has made application; (iii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property; (iv) the geotechnical report for the Property which has been commissioned by Carrier; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the Easements; (vi) the environmental assessments including phase I reports and any reports relating contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act requirements and any other information which may have been produced regarding the environmental condition of the Property, Easements or neighboring real property; and (vii) any other documents, instruments, agreements, plans or items which Carrier may have obtained in connection with the Ground Lease, the Property, the Easements, or for construction of a tower upon the Property. The items described in paragraphs 2(c) may hereinafter be collectively referred to as "Site Acquisition Items"; and (d) shall use diligent reasonable efforts to assist Tower Company in obtaining an estoppel certificate from the Lessor in the Ground Lease in substantially the same form as is attached to the Master Lease as Attachment 3 ("Estoppel Certificate"); and (e) agrees to indemnify and to forever defend and hold harmless Tower Company from and against any and all loss, cost, damage and expense ever suffered or incurred by Tower Company by reason of any act or omission of Carrier under the Ground Lease before the date of this Assignment, including, without limitation any default by Carrier under the Ground Lease. 3. Covenants of Tower Company. Tower Company covenants that: (a) Tower Company hereby assumes the Ground Lease and all of Carrier's duties and obligations under the Ground Lease arising subsequent to the date hereof and Tower Company hereby agrees to promptly and faithfully perform all of the obligations of Carrier under the Ground Lease. (b) Tower Company agrees to indemnify and to forever defend and hold harmless Carrier from and against any and all loss, cost, damage and expense ever suffered or incurred by Carrier by reason of any act or omission of Tower Company under the Ground Lease from and after the date of this Assignment, including, without limitation any default by Tower Company under the Ground Lease. 4. Master Lease. This Assignment is being executed pursuant to the terms of a Master Build To Suit and Lease Agreement (the "Master Lease") and in the event that there is a conflict between the terms and conditions of the Master Lease, this Assignment, the terms and conditions of this Assignment 4 shall control. This Assignment shall remain subject to the remaining terms and conditions of the Master Lease. IN WITNESS WHEREOF, Tower Company and Carrier have signed this Agreement as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. SBA TOWERS, INC. By: By: ---------------------------------- ---------------------------------- Name: Kenneth Harris Name: -------------------------------- -------------------------------- Title: Director, Site Acquisition and Title: Property Administration ------------------------------- ------------------------------- 5 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 6 EXHIBIT "B" LEGAL DESCRIPTION OF EASEMENTS 7 EXHIBIT "C" COPY OF GROUND LEASE 8 EXHIBIT "D" COPY OF EASEMENTS, IF ANY 9 ATTACHMENT "II" THIS INSTRUMENT SITE NAME: INDEXING INSTRUCTIONS PREPARED BY: SITE ID: - ------------------------------ ------------------------------ - ------------------------------ ------------------------------ - ------------------------------ ------------------------------ - ------------------------------ ------------------------------ Memorandum of Assignment of Prime Lease This memorandum evidences that an assignment was made and entered into by written Assignment of Prime Lease (the "Assignment") dated ___________________, 1999, between - ___________________, a ________________ corporation ("Tower Company") and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Carrier").. Such Agreement provides in part that Carrier assigns to, and Carrier does hereby assign to Tower Company that certain Option and Lease Agreement or similar lease agreement (the "Lease") dated ________ ________, for the lease of real property (the "Property") located in _________ County, in the state of ___________, which Property is more particularly described on Exhibit "A" attached hereto and made a part hereof, a memorandum (the "Memorandum") of which lease is of record in __________________ in the ____________________________office for recording real property records in the __________________ County of the state of ________________________. Carrier hereby assigns the Lease and Memorandum of Lease to the Tower company pursuant to the terms of the Assignment. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. TOWER COMPANY SBA TOWERS, INC. By: ----------------------------------- Its: ---------------------------------- Address: ------------------------------ - -------------------------------------- CARRIER TRITEL COMMUNICATIONS, INC. By: Kenneth Harris ----------------------------------- Its: Director, Site Acquisition and Property Administration ---------------------------------- Address: ------------------------------ - -------------------------------------- 10 [ACKNOWLEDGEMENTS] 11 EXHIBIT "A" REAL PROPERTY DESCRIPTION OF PROPERTY LEASED 12 ATTACHMENT III ESTOPPEL CERTIFICATE THIS INSTRUMENT is given as of this ______ day of ____________________, _____, by ___________________________ ("Lessor") to ________________________________, a _________________________ corporation ("Assignee" or "Tower Company"). RECITALS A. Lessor entered into a Lease Agreement or similar agreement with ___________ (_____) numbers of addenda attached thereto, (collectively, the "Prime Lease") dated as of the ________day of ___________, _____with Tritel Communications, Inc., a Delaware corporation ("Lessee"). B. Lessee desires to assign its interest in the Prime Lease to Assignee. C. Assignee seeks Lessor's acknowledgment, as of the date of execution of this Instrument, of certain matters affecting the Prime Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound: 1. Lessor's Estoppel Certificate. Lessor hereby certifies, with the understanding that Assignee is relying upon the statements made herein, the following: a. The Prime Lease with _____ number of addenda constitutes the entire agreement between the parties with respect to the Premises. The Prime Lease has not been amended and there are no other agreements between Lessor and Lessee with respect to the property or the easements which are described in the Prime Lease. b. The Prime Lease is in full force and effect in accordance with its terms. To the best of Lessor's knowledge, neither Lessee nor Lessor is in default under any of the terms of the Prime Lease, and Lessor has not received actual or constructive notice of the existence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Prime Lease. c. All applicable Prime Lease fees and rent (if any) and other charges and payments due Lessor from Lessee under the Prime Lease have been paid in full through the date hereof (except reimbursements for real estate taxes, insurance, utilities or other reimbursements, if any, due for fiscal periods to the extent not yet payable). 2. Consent. Lessor hereby acknowledges the right of Lessee to assign the Prime Lease to Assignee and agrees that all terms of the Prime Lease shall be in full force and effect between Lessor and Assignee as if Lessor and Assignee were the original parties to the Prime Lease and that such assignment shall not violate the terms of the Prime Lease, will not create or cause the Assignee to be liable for any rent in excess of $__________ per month during the Initial Term or be considered a sublease under the terms of the Prime Lease or any addenda thereto. 3. Release. (a) Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Lessee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and 13 equity, judgments and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Lessee which arise from the Prime Lease or any instruments, documents or actions or omissions related thereto, but no further or otherwise. (b) Lessor, with the intention of binding itself and its successors and assignees, expressly forever releases and discharges Assignee and its successors and assigns from all claims, demands, actions, grievances, controversies, contracts, promises, agreements, causes of action, in both law and equity, judgments and executions, damages of whatever nature, past or present, known and unknown, that it ever had, or now has, known or unknown, or that anyone claiming through or under Lessor may now have or claim to have, against Assignee which arise from the Prime Lease or any instruments, documents or actions or omissions related thereto which occurred or accrued prior to the date of this Estoppel Certificate, but no further or otherwise. 4. Reliance. Lessor understands that Assignee and Lessee are relying on the information contained in this Instrument, and agrees that Assignee and Lessee may rely on this information, for purposes of determining whether to consummate their transaction. Further, Assignee's and Lessee's subsidiaries, affiliates, legal representatives and successors and assigns may rely on the contents of this Instrument. A facsimile of this instrument delivered to Assignee by telecopier shall be deemed an original for all purposes. 5. Notice: Non-Disturbance. Assignee intends to grant a sub-leasehold interest to Lessee pursuant to a sublease dated the _____ day of _____________, _______ (the "Sublease") Lessor shall give notice to Lessee at the same time that Lessor gives notice to Assignee of any default under the Prime Lease, and Lessor shall accept a cure of any such default from Lessee on Assignee's behalf. In such case, Lessee shall be entitled to reimbursement from Assignee of any amount paid or obligation incurred in respect thereof. So long as the Lessee is not in default under the Sublease beyond any applicable grace or cure period (during the term or any renewal term and not at or beyond the final renewal term of the Sublease if all renewal terms are exercised under the Sublease including any agreed upon extensions), Lessee shall be permitted quiet enjoyment of the Premises under the Sublease notwithstanding any termination or expiration of the Prime Lease and notwithstanding any termination or expiration of the Prime Lease, Lessor agrees at the request of the Lessee, to honor the terms and conditions of the Sublease for the remainder of the term thereof and any renewal terms, but not beyond the final renewal term of the Prime Lease if all renewal terms are exercised under the Prime Lease, including any agreed upon extensions. Lessee agrees, at the request of Lessor to attorn to the Lessor upon the terms and conditions of the Sublease for the remainder of the term thereof (whether original or renewal) and any renewal terms, and that the Sublease shall continue in full force and effect as if the Lessor were the sublandlord under the Sublease notwithstanding the expiration or termination of the Prime Lease. 6. Sublease. Lessor agrees that Assignee may sublease all or any portion of the Property to any person or business entity to engage in wireless communications, transmission or reception. Lessor further consents to: (a) the sublease of all or any portion of the Property by Assignee, (b) subleases of all or any portion of the Property by Assignee to any other person or business entity to engage in wireless communications transmissions or reception (or both), and (c) the assignment of the Prime Lease to a parent, subsidiary or affiliate of Assignee. 7. Assignment. (A) Assignee may from time to time grant to certain lenders (the "Lenders") a lien on and security interest in all assets and personal property of Assignee located on the Property, including, but not limited to, all accounts receivable, inventory, goods, machinery and equipment owned by Assignee (the "Personal Property") as collateral security for the repayment of any indebtedness to the Lenders, (B) (i) the Lenders may, in connection with any foreclosure or other similar action relating to the 14 Personal Property, enter upon the Property (or permit their representatives to do so on their behalf) in order to implement a foreclosure or other action without liability to Lessor; provided, however, that (ii) rent is paid to Assignee during occupancy by or on behalf of the Lenders for any purpose, (iii) the Lenders pay for any damages caused by the Lenders or their representatives in removing the Personal Property from the Property, and (iv) the Lenders otherwise comply with the terms of the Prime Lease, (C) Lessor hereby agrees to subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of levy or distraint for rent, Lessor may have in or on the Personal Property, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future, (D) nothing contained herein shall be construed to grant a lien upon or security interest in any of Lessor's assets, (E) to the extent required by the terms of the Prime Lease, Lessor consents to any grant by Assignee to any Lenders of a lien on Assignee's leasehold interest in the Prime lease, (F) in the event Lessor gives Assignee any notice of default or termination of the Prime Lease (or commence any legal process relating thereto), Lessor will endeavor to simultaneously give a duplicate copy thereof to the Lenders but shall incur no liability due to Lessor's failure to give such notice and the failure to give such notice shall not limit Lessor's ability to exercise any remedies available to Lessor under the Prime Lease, (G) Lessor agrees to accept performance on the part of any of the Lenders or their agents or representatives as though performed by Assignee to cure any default or condition for termination, (H) the terms of this Paragraph may not be modified, amended or terminated except in writing signed by the Lenders and (I) by this Estoppel Certificate Lessor has been made aware that Assignee has entered into that certain Amended and Restated Credit Agreement dated as of February 5, 1999 with Lehman Commercial Paper, Inc. ("Lehman") as agent for a group of lenders, all of whom shall be considered Lenders for purposes of this Paragraph and are, together with their successors and assigns, intended third party beneficiaries hereof and any notices to any Lenders required or desired to be given hereunder shall be directed to Lehman or to such other Lender as Lehman or Tower Company designate in writing or at such other address as such party shall specify. 8. Recording. The recording of this Estoppel Certificate by either the Lessee or Assignee for recording in the real property records of the county in which the property which is the subject of the Prime Lease is located shall serve as notice to the public of the existence of the Prime Lease and further confirm that the assignment described herein has been consummated and is effective. In connection with such recording, the copy of the Prime Lease shall be omitted from the recorded counterpart hereof solely for recording purposes. 9. Notices. Any Notices to be received by Assignee, Lessee or Lessor under the Prime Lease, the Sublease, or this Estoppel Certificate shall be deemed properly given if marked to Assignee, Lessor or Lessee with proper postage or sent via a reputable overnight carrier to the following address: TO TOWER COMPANY: Tower Company: SBA Towers, Inc. One Town Center Road, Third Floor Boca Raton, Florida 33486 Attention: General Counsel Fax: 561-997-0343 TO LESSEE: Tritel Communications, Inc. 112 E. State Street Suite B Ridgeland, MS 39157 Attention: Kenneth F. Harris Fax: 601-898-6216 15 TO LEHMAN: Lehman Commercial Paper, Inc. Three World Trade Center New York, New York Attention: Mr. Michael O'Brien 10285 TO LESSOR: --------------------------------------- --------------------------------------- --------------------------------------- IN WITNESS WHEREOF, Lessor and Assignee have executed this Instrument as of the date set forth above. SBA TOWERS, INC. By: ---------------------------------------- Its: --------------------------------------- Address: ----------------------------------- LESSOR: - ------------------------------------------- By: ---------------------------------------- Its: --------------------------------------- Address: ----------------------------------- 16 APPROPRIATE ACKNOWLEDGMENTS FOR STATE WHERE PROPERTY IS LOCATED 17 ATTACHMENT IV SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT ("SLA") is executed this ______ day of __________________, ________, by and between ______________________________, a _________________ corporation ("Tower Company") and TRITEL COMMUNICATIONS, INC. ("Carrier"). WHEREAS, on the ___ day of ___________________, ____, Tower Company and Carrier entered into that certain Master Build To Suit and Lease Agreement ("Master Lease") which provides for the execution of individual SLAs for each Site owned by Tower Company upon which Carrier desires to mount certain antenna, structures and other equipment. NOW THEREFORE, for $10.00 and other good and valuable consideration, the legal receipt and sufficiency of which is hereby mutually acknowledged and agreed upon, the Tower Company and the Carrier hereby agree as follows: 1. DEFINED TERMS. Any terms not defined herein shall have the meaning set forth in the Master Lease. 2. SITE. Subject to the terms of the Master Lease, Tower Company hereby leases and grants to Carrier and Carrier hereby leases from and accepts from Tower Company space to install, maintain, operate, upgrade and remove Carrier's wireless communications equipment and appurtenances on the tower owned by Tower Company ("Tower Facilities"), the location of which Tower Facilities are shown on Exhibit "B", including antennas and microwave dishes between the heights of _____________________ and ________________ above ground level on the Tower Facilities and which Tower Facilities are located on certain real property leased by Tower Company more particularly described in Exhibit "A" attached hereto ("Property"); and to install, maintain, operate and remove Carrier's compound and related devices (including, but not limited to emergency generators, equipment shelters, equipment cabinets, all necessary test equipment and any temporary construction materials) owned by Carrier on a hundred (_____)square foot portion of the Property at a location to be agreed upon in writing between Tower Company and Carrier, which is shown as the cross hatched area shown on Exhibit "B". Tower Company has granted and hereby grants unto Carrier for the Initial Term and any Renewal Term an easement for ingress, egress and utilities during the term of the Master Lease over the property described in Exhibit "C" attached hereto ("Easement") (the space occupied by Carrier on the Property and the Tower, all cabling, wiring, conduit, etc. to and from the Tower and to and from Carrier's Equipment, and the Easement hereinafter shall be referred to collectively as the "Premises") (The Tower Facilities, Property and Easement shall constitute and hereinafter be referred to and known as the "Site"). The Site is more commonly known to Tower Company as the ________________ Site. The Site is more commonly known to Carrier as the ________________ Site. 3 COMMENCEMENT DATE. The Commencement Date of this SLA shall be the later of (i) the date that Tower Company completes installation of Carrier Equipment on the Premises in the event that the Tower Company is installing Carrier's Equipment on the Premises or (ii) fifteen (15) days after Carrier has accepted the Tower Facilities pursuant to Paragraph 3.8, of the Master Lease; or (iii) in the event that Carrier has not accepted the Tower Facilities pursuant to Paragraph 3.8, fifteen (15) days after the date that the Tower Facilities are substantially complete and Carrier is able to operate the Carrier Equipment upon the Tower Facilities in compliance with all laws, rules and regulations. In the event that Carrier reasonably disputes Tower Company's assertion that all items on a Punch List have been completed and the uncompleted item precludes Carrier's installation or operation of its equipment, the Commencement Date shall be the date on which such item has been completed to the reasonable 18 satisfaction of Carrier. Carrier and Tower Company shall execute a letter agreement which shall be attached to this SLA confirming the calendar date which the parties understand to be the Commencement Date for each SLA. 4 EQUIPMENT. A description of the equipment, antennae, mounting height of the antenna and other personal property of Carrier which Carrier intends to locate on the Site ("Carrier's Equipment") is described in Exhibit "D" attached hereto. Carrier will not install any equipment on the Site which is not described in Exhibit "D" without Tower Company's prior, written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Tower Company and Carrier acknowledge and agree that Carrier may substitute, add, alter, modify and replace Carrier's Equipment described in Exhibit "D" upon the Tower Facilities pursuant to the provisions of Section 3.9 of the Master Lease. 5. GROUND LEASE AND TITLE COMMITMENT. A copy of the Ground Lease for this Site is attached hereto as Exhibit "E". A copy of the Title Insurance Commitment regarding the title to the Site is attached hereto as Exhibit "F". 6. EFFECT OF AGREEMENT. Tower Company and Carrier acknowledge that the Master Lease is the controlling agreement between the parties with regard to Carrier's lease of the Site. This SLA is intended to supplement the Master Lease and fulfill the requirements of Section 2 of the Master Lease. In the event of any conflict between the terms of the Master Lease and this SLA, the terms and provisions of this SLA shall control. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. TOWER COMPANY SBA TOWERS, INC. By: ------------------------------------- Name: ----------------------------------- CARRIER: TRITEL COMMUNICATIONS, INC. By: ------------------------------------- Name: Kenneth Harris Title: Director, Site Acquisition and Property Administration 19 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 20 EXHIBIT "B" SURVEY OR MAP OF THE SITE WITH LOCATION OF TOWER AND GROUND SPACE SHOWN AND GROUND SPACE CROSS-HATCHED 21 EXHIBIT "C" LEGAL DESCRIPTION OF EASEMENTS 22 EXHIBIT "D" EQUIPMENT LIST 23 EXHIBIT "E" GROUND LEASE 24 EXHIBIT "F" A COPY OF TITLE INSURANCE COMMITMENT FOR THE APPLICABLE TOWER SITE AND ANY EASEMENTS 25 ATTACHMENT V This instrument Prepared By: Site Name:___ Site ID:____ Indexing Instructions - ---------------------------- ---------------------------- - ---------------------------- ---------------------------- - ---------------------------- ---------------------------- MEMORANDUM OF SITE LEASE AGREEMENT This memorandum evidences that a lease was and hereby is made and entered into by written Site Lease Agreement dated _______________________, 19_____, between ____________________________, a __________________ corporation ("Tower Company") and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Carrier"). Such Agreement provides in part that Tower Company leases to Carrier and Tower Company does hereby lease to Carrier space upon a tower (which tower is located as shown on Exhibit "B") (the "Tower") between the heights of ________ and ________ above ground level, which Tower is located upon the real property located at ______, City of _______, County of _______, State of ______, which real property is described in EXHIBIT A attached hereto (the "Site" or the "Property") and certain space ("Ground Space") upon the Property which is described on Exhibit "B" or which is shown as the cross-hatched area on a plat or survey attached hereto as Exhibit "B" with runs for cable, wiring, conduit, etc. to the Tower and the Ground Space and with a grant of and Tower Company hereby grants a non-exclusive easement for unrestricted rights of access thereto and to electric and telephone facilities which are described on Exhibit "A" and/or shown on Exhibit "B" such lease and easement to be for a term of five (5) years commencing on ________, 19__, which term is subject to four (4) additional five (5) year extension periods by Carrier. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. TOWER COMPANY: SBA TOWERS, INC. BY: -------------------------------- TITLE: -------------------------------- DATE: -------------------------------- TRITEL COMMUNICATIONS, INC.: BY: -------------------------------- TITLE: -------------------------------- DATE: -------------------------------- 26 EXHIBIT "A" Property Attached hereto Metes and Bound Description of the Real Property 27 EXHIBIT "B" GROUND SPACE: ATTACH HERETO THE SITE PLAN FOR THE SITE WITH THE GROUND SPACE CROSS HATCHED AND THE TOWER IDENTIFIED. 28 ATTACHMENT VI SCHEDULES WITH MARKET SPECIFIC, INCLUDING WITHOUT LIMITATION REIMBURSEMENT OF PRE-DEVELOPMENT COSTS, RENT, SCHEDULES FOR COMPLETION OF TOWER FACILITIES AND DELIVERIES See Schedules Attached 29 SCHEDULE 1 TO ATTACHMENT "VI" OF MASTER LEASE BETWEEN TOWER COMPANY AND CARRIER MARKET SPECIFIC TERMS 1. CARRIER MARKET: Nashville Market - This Schedule shall apply to the Nashville Market only. 2. NUMBER OF SITES: -- (a) Carrier shall and hereby grants to Tower Company the right to develop, construct and lease a minimum of twenty-seven (27) Tower Facilities in the Nashville Market more particularly described in Exhibit A attached hereto. In the event that Carrier does not require the construction of 27 new Tower Facilities in the Nashville Market during the 1999 calendar year, all of the new Tower Facilities which Carrier must construct and install in the Nashville Market in the 1999 calendar year, which Carrier intends to assign to a third (3rd) party, shall be constructed, developed and owned by Tower Company. In the event that the Tower Company elects not to accept an Applicable Tower Site or otherwise terminates its obligations in regards to an Applicable Tower Site or does not complete an Applicable Tower Site the total number of Tower Facilities to be constructed in the Nashville Market by Tower Company will be reduced by the number of Applicable Tower Sites rejected, terminated or not otherwise completed. (b) Subject to Tower Company's right to terminate its obligations with respect to an Applicable Tower Site prior to commencement of construction of the Tower Facilities pursuant to Section 2.1(b)(ii)(B) of the Master Lease, Tower Company acknowledges and agrees that the Tower Company has agreed to accept build, develop and lease all of the Tower Sites in the Nashville Market, provided that such Tower Sites meet the following criteria: (i) That the Tower Site can be operated as a multi-tenant tower site; and (ii) That the Tower Site is not adjacent in close proximity (within one-half mile) to any other towers or tower sites which tower has space upon it that is available for lease and which space is actually available for lease to third parties upon a freely commercial basis; and (iii) That the Ground Lease does not contain any provisions which require the Tower Company to pay additional rent in the event that it subleases or licenses space to another party upon the Tower Facility; and (iv) That the Ground Lease and/or Government Approvals do not require the Tower Company to place a stealth, camouflaged, disguised or similar type tower facility upon the Tower Site. Such Tower Facilities shall hereinafter be referred to as the "Acceptable Tower Site Candidates." Subject to the Tower Company's right to terminate its obligations with respect to an Applicable Tower Site prior to commencement of construction of the Tower Facilities pursuant to Section 2.1(b)(ii)(B) of the Master Lease, in the event that the Tower Company rejects, does not accept or terminates its obligations or otherwise fails to complete or does not otherwise complete the construction and installation of Tower Facilities and the Carrier Equipment upon twenty percent (20%) or more of the Acceptable Tower Site Candidates in the Nashville Market, subject to the Force Majeure provisions set forth in Section 5.5(e) of the Master Lease, such actions shall constitute an Event of Default under the Master Lease after fifteen (15) days written notice from Carrier, in the event that such actions and failures are not cured within such fifteen (15) day period. Upon the occurrence of such event of default, without further notice or demand, the Carrier shall have the right to withhold and not provide or assign any additional Tower Sites to the Tower Company for development or construction and Tower Company shall 30 have no right to and hereby waives the right to require Carrier to assign or otherwise provide it with any Tower Sites, Ground Leases, Pre-Development Information or other information or documentation relating to any Tower Facility or Tower Site not assigned to the Tower Company previous to the date of the notice of the occurrence of event of default. In addition thereto, for any Tower Sites which the Tower Company has not applied for a building permit, Carrier shall have the right to require the Tower Company to assign or reassign any or all Ground Leases under the Applicable Tower Sites in the Nashville Market to Carrier or its assignee, to assign or reassign any or all Pre-Development Information to Carrier or its assignee and to assign or reassign any other easements, leases, licenses, subleases, contracts, suppliers contracts or agreements regarding or related to any or all of the Applicable Tower Sites in the Nashville Market to the Carrier or its assignee. In such event, Carrier shall reimburse Tower Company for the Pre-Development Costs which Tower Company actually incurred for Pre-Development Information which is reassigned to the Carrier and which Pre-Development Information is reasonably acceptable to Carrier up to the amounts listed for each milestone listed in Section 3 of this Schedule. 3. PRE-DEVELOPMENT COSTS: (a) For each Tower Site for which Carrier has obtained Pre-Development Information, which Pre-Development Information is reasonably acceptable to Tower Company or Carrier as may be applicable, according to industry standards, Tower Company shall reimburse Carrier for the Pre-Development Information for the Applicable Tower Site within ten (10) days of the execution of the Assignment based upon the following milestones (or in the event that the Tower Company reassigns or assigns the Ground Lease and Pre-Development Information to the Carrier pursuant to the provisions of this Schedule or the Agreement, the Carrier shall reimburse the Tower Company for such Pre-Development Information): i) In the event that a Candidate Site Report, including the identification of 3 leasable, zonable and constructable candidates (or if Carrier has already approved a Tower Site for the search ring based upon a radio-frequency analysis, one (1) Tower Site), coordination of the site visit and submission of reports regarding the zoning summary, permit summary and a site sketch, for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per site for the Pre-Development Costs which have been incurred in connection with obtaining the Candidate Site Report. ii) In the event that a fully executed Ground Lease for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per site for the Pre-Development Costs, which have been incurred in connection with obtaining the Ground Lease; iii) In the event that a Ground Lease for the Applicable Tower Site has been obtained and all the necessary zoning approvals or administrative body or commission approval or a confirmation that no further zoning approvals are required for the Site, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining the Ground Lease and zoning approvals for the Applicable Tower Site. Zoning approvals do not include or mean building permits; iv) In the event that a geotechnical analysis for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT 31 REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining the geotechnical analysis for the Applicable Tower Site; v) In the event a complete environmental study for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining the environmental study for the Applicable Tower Site; vi) In the event a title insurance commitment or title report for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining the title insurance commitment or title report for the Applicable Tower Site; in the event that the actual cost of the title insurance commitment or report is more than [CONFIDENTIAL TREATMENT REQUESTED], the reimbursing party shall pay for the actual cost of the title upon the submission of a copy of the actual invoice up [CONFIDENTIAL TREATMENT REQUESTED]; vii) In the event a survey for the Applicable Tower Site has been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining the survey for the Applicable Tower Site; viii) In the event Federal Aviation Administration Approval for the Applicable Tower Site has been obtained, reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been incurred in connection with obtaining Federal Aviation Administration Approval; ix) In the event that a Ground Lease, Zoning Approvals and the complete survey and architectural and engineering designs, plans and specifications for the Applicable Tower Site have been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development costs which have been obtained in connection with obtaining the Ground Lease, zoning approval and survey and architectural and engineering designs, plans and specifications for the Applicable Tower Site. The items in Paragraph 3(a)(i) through 3(a)(viii) are included in the amount to be reimbursed under 3(a)(ix) and neither party shall be entitled to recover the amounts provided in Paragraphs 3(a)(i) through 3(a)(viii) in addition to the amount to be paid under Paragraph 3(a)(ix); and x) In the event that the Ground Lease, all Pre-Development Information, and all building permits for the Applicable Tower Site have been obtained, the reimbursement shall be up to [CONFIDENTIAL TREATMENT REQUESTED] per Tower Site for the Pre-Development Costs which have been obtained in connection with obtaining the Ground Lease and building permits for the Applicable Tower Site. The items in Paragraph 3(a)(i) through 3(a)(ix) are included in the amount to be reimbursed under 3(a)(x) and neither party shall be entitled to recover the amounts provided 32 in Paragraphs 3(a)(i) through (3)(a)(ix) in addition to the amounts to be paid under Paragraph 3(a)(x). The payment for reimbursement of Pre-Development Information shall be made within thirty (30) days of the date that the Assignment is executed by both parties. 4. SCHEDULE OF COMPLETION: a) Tower Company and Carrier will agree on or before June 4, 1999 upon a schedule for the delivery of building permits for each Applicable Tower Site and such schedule and the terms thereof shall be attached to this Schedule 1 as Exhibit "A" and incorporated herein as if recited, upon the execution of such exhibit by the duly authorized officers of Carrier and Tower Company. Tower Company shall deliver to Carrier all Pre-Development Information, a building permit and any other permits necessary for the commencement of construction upon an Applicable Tower Site by the dates listed beside each Tower Site on Exhibit "A" which shall be attached to this Schedule 1. In the event that the Tower Company has not delivered all Pre-Development Information to the Carrier which Carrier deems reasonably necessary for the completion of construction of the Tower Facilities upon the Applicable Tower Site, including without limitation a building permit, on or before the date listed next to each Applicable Tower Site or Search Ring listed in Exhibit "A", subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by Tower Company or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not caused or contributed to by Tower Company, or other unavoidable casualties or similar causes beyond reasonable control of Tower Company or Tower Company's contractor, Carrier shall have the right to terminate the Notice of Acceptance and its obligations with respect to the Applicable Tower Site by providing the Tower Company notice of such termination. In the event that the applicable SLA has been signed and executed, it shall be deemed terminated and void without further notice or agreement. Additionally upon such termination, Tower Company shall assign or reassign and deliver to Carrier any Ground Lease, Pre-Development Information and any other contracts, agreements, leases, subleases, contracts, suppliers contracts or documents related to the Applicable Tower Site which Tower Company may have regarding the Applicable Tower Site and Carrier shall assume any reasonable obligations thereunder, the cost of which are provided for under this Agreement or the SLA and Carrier shall be obligated to the Tower Company for the Pre-Development Costs which have been agreed upon pursuant to the terms of this Agreement, including without limitation any Pre-Development Costs previously reimbursed by the Tower Company to the Carrier. In the event that the Tower Company fails to deliver the building permit by the deadlines imposed upon Schedule I and Exhibit A for any specific Tower Site (but not more than twenty percent (20%) of the Tower Sites), such single failure shall not give Carrier the right to terminate the Master Lease. b) Subject to Tower Company's right to terminate its obligations with respect to an Applicable Tower Site prior to commencement of construction of the Tower Facilities pursuant to Section 2.1(b)(ii) (B) of the Master Lease, and, in the event that Tower Company fails to deliver all Pre-Development Information and the building permits for twenty percent (20%) or more Tower Sites for which Tower Company has given Carrier a Notice of Acceptance on or before the dates listed on Exhibit "A" as may be extended from time to time by mutual agreement or pursuant to the force majeure provision of Paragraph 5.5 (e) of this Agreement, such event shall constitute an Event of Default under the terms of this Agreement, and in addition to the remedy provided above, Carrier shall be entitled to all other remedies available under this Agreement and at equity or law. c) Tower Company shall deliver, construct, complete, install and deliver each Tower Facility and all of the Carrier Equipment upon the Applicable Tower Site within sixty (60) days of the issuance of a building permit for the Applicable Tower Site excepting those Applicable Tower Sites 33 delayed by Carrier's actions or inactions or those Tower Sites delayed beyond Tower Company's control, including, but not limited to, governmental approvals, moratoria, FAA or force majeure. d) The timely completion and installation of the Tower Facilities and Carrier Equipment is of the essence in this Agreement and each SLA, and by execution of this Schedule, Tower Company confirms that the completion dates provided in this Schedule and exhibit provide a reasonable period for the completion and installation of the Tower Facilities and the Carrier Equipment. Tower Company acknowledges that if Tower Company does not complete the Tower Facilities and the installation of the Carrier Equipment within sixty (60) days of the issuance of a building permit, Carrier will incur substantial damages from, among other things, the delayed operation of the Carrier Equipment. If the Tower Facilities and Carrier Equipment are not completed and installed within sixty (60) days of the issuance of a building permit, and provided that Tower Company has not reassigned or assigned the Ground Lease and all Pre-Development Information to the Carrier, Tower Company must pay to Carrier the sum of [CONFIDENTIAL TREATMENT REQUESTED] per week (or any portion thereof) per Tower Facility beyond the completion date until the Tower Facilities have been completed. 5. RENT: (a) Initial Term. As consideration for the use and occupancy of the Premises under any SLA during the Initial Term, Carrier shall pay Tower Company or such entity as Tower Company may designate from time to time, on the first day of each calendar month during the Initial Term, the sum of [CONFIDENTIAL TREATMENT REQUESTED] per month, except as may otherwise be provided in an SLA for an Applicable Tower Site (the "Rent"). Rent shall be payable on the first day of each month in advance to Tower Company at Tower Company's address as specified in Paragraph 4.5(t) of the Master Lease. In the event that the Commencement Date is other than the first day of a calendar month, Rent shall be prorated over the number of days remaining in the month in which the SLA commenced and shall thereafter be paid on the first day of each calendar month. Tower Company and Carrier shall execute a letter agreement to attach to each SLA to confirm the amount of the Rent. (b) Renewal Terms. In the event that Carrier elects to renew an SLA as provided in paragraph 3.5 of the Master Lease, Rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the Rent accruing under the immediately prior term of the SLA. (c) Lowest Rent. Tower Company further agrees that Carrier will be deemed to be Tower Company's most important and favored customer at any Applicable Tower Site and will always receive priority in terms of rent payable for the use of any portion of any Applicable Tower Site. Upon entering into an agreement which allows an entity which has similar operations to Carrier (i.e.) (i) the provision of analog or digital telecommunications services to the public, and such tenant intends to lease a similar amount of space upon the Tower Facilities and the Site or (ii) intends to place transmitting equipment of the same magnitude and nature upon the Tower Facility to attach equipment to the Tower Facilities on a Site (a "Subsequent User"), Tower Company must deliver to Carrier a copy of the fully executed agreement with a Subsequent User. If the rent or other compensation paid by a Subsequent User is less than the Rent paid by Carrier for the use of the Premises on the Site, the Rent for that Site will be reduced to an amount equal to the rent or other compensation payable by the Subsequent User. Any reduction in Rent for the use of a Site will commence on the date that the Subsequent User commences rent payments, and the Rent reduction will continue throughout the remainder of the term of the Subsequent User's lease for so long as the compensation paid by the Subsequent User is less than that paid by Carrier (including any Renewal Terms). The parties will enter into an amendment to the SLA for that Site specifying the new Rent payable by Carrier and the commencement date of the reduced Rent. Notwithstanding the foregoing, in the event that the Subsequent User's rent is reduced because of other compensation paid to the Tower Company (which may or may not be related to the rent), Tower Company and Carrier will 34 compute and agree upon the "true value" of the Subsequent user's rental amount based upon all factors, elements and components which were consideration for the setting of the Subsequent Use s rent (by the Tower Company) and reach a mutual agreement as to the amount (if any) that Carrier's Rent should be reduced. 6. Installation of Carrier Equipment. Carrier and Tower Company acknowledge and agree that Tower Company shall be obligated to perform the services described in Paragraph 6 and to provide the materials set forth in Exhibit B attached hereto with respect to the Carrier Equipment in accordance with the Plans provided to Tower Company by Carrier pursuant to this Agreement (collectively, the "Carrier Equipment Work"), and Carrier shall perform all other obligations with respect to the installation of the Carrier Equipment, including (i) purchasing, delivering and setting Carrier's cabinet upon the Premises, and (ii) purchasing and delivering Carrier's coaxial cable, connectors, jumpers and antennae. a. Materials - Tower Company shall provide the materials set forth in Exhibit B attached hereto. b. Project and Construction Management - Tower Company shall perform civil construction activities, including project management (scheduling, cost tracking and reporting, expediting, resource allocation) and construction management (subcontractor qualification, bidding/bid walk/bid review and award, on-site construction supervision and punch list resolution). Tower Company will assign both a project manager and a construction manager to work with Carrier throughout the construction and installation of the Carrier Equipment upon the Tower Facilities and the Applicable Tower Site. Said managers will be responsible for the coordination, scheduling, tracking and reporting of all development tasks Tower Company is performing for Carrier at all Sites, and will work closely with appropriate Carrier personnel to ensure the timely quality implementation of Carrier's equipment at the Sites. c. Equipment Pad Installation - Tower Company will install, per Carrier's specifications, up to a 10' x 15' monolithic concrete equipment pad inside the Applicable Tower Site compound area. d. Power and Telephone Utilities Installation - Tower Company will bring dedicated 200 Amp electrical service to the Carrier Equipment by providing a 200 Amp meter base separated for (a) 100 Amp disconnect for Carrier's initial equipment, and (b) 100 Amp disconnect for Carrier's future equipment. Tower Company will install two (2) 2" Schedule 40 PVC underground conduits with pull strings from the Applicable Tower Site's common telephone utility points of demarcation to Carrier's Equipment location on the ground. Carrier will separately meter its electric utility service. Carrier will be responsible for placing service orders with the electric and telephone service providers at the Site. Tower Company will coordinate the utility site walk with the utility companies. Tower Company will obtain all easements and/or right-of-ways needed for the provision of utility service to Carrier. e. Antenna System Installation - Carrier will provide their antennae, coaxial cable, jumpers and connectors at Carrier's sole cost and expense and shall delivery the antennae, coaxial cable, jumpers and connectors to the Tower Site for installation by Tower Company upon five (5) days prior written notice by Tower Company to the Carrier. Tower Company shall provide and deliver to Carrier a detailed receipt of all such deliveries. The Tower Company shall perform 35 mobilization and install nine (9) lines, nine (9) antennae and mounts at the height agreed to by Carrier and Tower Company in the SLA. Additionally, if required by Carrier, Tower Company will install one (1) microwave dish. The Tower Company shall supply and install a waveguide ladder, sector mounts, any microwave mounts and a 10' waveguide bridge from the Tower to Carrier's Equipment. The Tower Company shall install the antennae system by the date described in Section 4 of this Schedule. Carrier will retain responsibility for the storage, delivery, offloading and installation of their electronics cabinets or frames. Tower Company shall perform the sweep tests upon completion of the installation, provided that Carrier provides Tower Company with Carrier's sweep test requirements simultaneously with the delivery of the Plans, and the sweep tests will be subject to Carrier's approval, which approval shall not be unreasonably withheld, delayed or conditioned. f. Grounding System - Tower Company will install a buried ring ground around Carrier's equipment pad or foundation, connect this ring to the main site ground ring and provide a stub to connect to Carrier's main grounding bus bar (or similar connection) using 5/8" x 10'-0" stainless steel or galvanized ground rods at 10' on centers. Tower Company will also connect the tower-mounted coax grounding kits to a grounding bus connected to the primary site grounding system. Tower Company will make the final connection of the ground ring stub and the final coax grounding kit connections to their main equipment ground bus at the time of the electronics equipment installation. Ground ring connections will be cadwelded while coax grounding kit connections will be mechanical. Single point grounding must be maintained to ensure the integrity of the overall site ground. Carrier may perform grounding tests upon completion of the grounding system and Carrier's approval of such grounding tests shall not be unreasonably withheld, delayed or conditioned. g. As Built Drawings - Tower Company will provide as-built drawings to Carrier of each Applicable Tower Site which detail all pertinent information relating to Carrier's equipment and antenna system at the Applicable Tower Site and shall substantially conform to the specifications supplied by Carrier. h. Punch List & Acceptance - Upon final completion of the Carrier's Equipment Installation at each Applicable Tower Site by Tower Company in accordance with the provisions of this Agreement, Tower Company shall request, in writing, final inspection of the Applicable Tower Site, which inspection shall include review of the sweep tests. Carrier will inspect the Carrier's Equipment Installation within three (3) business days of the receipt of Tower Company's notice that the Carrier Equipment installation is complete. Within three (3) business days of inspection, Carrier will either provide a signed writing evidencing final acceptance of the Carrier Equipment Installation or, through the use of a punch list form, advise Tower Company of the portions of the Carrier Equipment Installation that are defective or incomplete or of obligations that have not been fulfilled but are required for final acceptance. Any failure of Carrier to complete such inspection or punch list within such three (3) day periods shall not constitute an Event of Default under the terms of this Schedule, the Agreement or any SLA, but in such event the completion dates for installation of the Carrier Equipment in this Schedule shall be extended automatically an additional day for each day beyond the three (3) day period that Carrier delays such inspection and/or punch list. Tower Company shall complete any unfinished or defective portion of the Carrier Equipment Installation which are necessary to install and operate Carrier's equipment within ten (10) business days following issuance of the punch list, subject to an extension as needed for completion if Tower Company has made diligent efforts to cure the Punch List items within the ten (10) day period, and was unable to complete the Punch List items for reasons beyond the reasonable control of Tower Company. Carrier shall not be deemed to have accepted the Carrier Equipment Installation as complete until completion of all items on the Punch List. 36 i. Change Order - If materials, equipment or labor are required in response to a request of Carrier to alter the Applicable Tower Site or expand the Carrier Equipment Installation (i.e. a "Change Order"), and such Change Order is not within the Carrier Equipment Installation covered by the scope of work identified in this Schedule, Tower Company may, at its discretion, supply such materials, equipment or labor itself or obtain them from independent contractors, provided that the delegation of such services do not substantially delegate all of Tower Company's obligations under this Agreement. If Tower Company supplies any materials, equipment or labor in addition to the scope of work provided herein, it shall be at a reasonable rate mutually agreed upon by Carrier and Tower Company, which shall be no more than the prevailing rate in the industry. j. Permits - Tower Company shall obtain, at its expense, all necessary local and municipal permits, licenses, inspections, certificates and approvals necessary to complete the Carrier Equipment Installation, and shall ensure compliance with all state environmental laws. Tower Company shall pay all fees for such permits, licenses, inspections, certificates or approvals to the appropriate government body or other entity.k. Tower Company shall not cause or allow (which shall mean any occurrence or item which is within the Tower Company's Control) any involuntary liens or encumbrances to be recorded against the Tower Facilities or the Carrier Equipment, including without limitation, liens and encumbrances (a) arising out of or related to the performance of the construction, all liens and encumbrances of any contractors, subcontractor, laborer, mechanic or materialman for labor performed or material furnished in connection with the performance of the construction; (b) liens or encumbrances arising from taxes or assessments, except for liens and encumbrances for taxes or assessments which are not yet due and payable; or (c) liens or encumbrances which may materially adversely impair Carrier's interest. In the event any such lien or encumbrance is recorded against all or any part of the Tower Facilities or the Carrier Equipment, Tower Company shall, within thirty (30) days after its receipt of notice that such a lien or encumbrance has been recorded, either (a) have such lien or encumbrance released of record, or (b) deliver to Carrier a bond, in form, content and amount, an issued by a surety, reasonably satisfactory to carrier, indemnifying Carrier against all costs and liabilities resulting from such lien or encumbrance. Upon the delivery to Carrier of the bond specified in alternative (b) above, Tower Company may contest the validity of such lien or encumbrance. Once such a lien or encumbrance is released of record, for any reason, any bond provided to Carrier hereunder shall be released and returned to Tower Company. 1. Payment for Carrier Installation Work -- Carrier shall pay the Tower Company [CONFIDENTIAL TREATMENT REQUESTED] for the installation of the Carrier Equipment as contemplated in Section 6 of this Schedule, within thirty (30) days after Tower Company has completed the installation of the Carrier Equipment and receipt of an invoice from Tower Company, and has been accepted by Carrier pursuant to Punch List in paragraph 6(g) of this Schedule. The parties agree, however, that the cost for any services or equipment that Carrier requires Tower Company to provide in addition to those specified in or contemplated by this paragraph 6, shall be charged as an additional cost in an amount to be mutually agreed upon by the parties. 7. REPRESENTATIONS - Notwithstanding any other provision contained in this Schedule or any other terms of this Agreement, the following terms and conditions shall apply with respect to the materials, equipment and services provided hereunder: a) Tower Company, its agents, subcontractors, and employees shall perform the Carrier Equipment Installation as independent contractors, and not as agents, partners, joint 37 venturers or employees of Carrier. Tower Company shall supervise and direct the Carrier Equipment Installation, using the care and skill ordinarily used by members of Tower Company's profession practicing under similar conditions at the same time and in the same geographic area, and Tower Company shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Installation. b) Unless otherwise specifically provided in the Carrier Equipment Installation, Tower Company shall provide and pay for all labor, supervision, materials, construction surveys and layout, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Applicable Tower Site consistent with the terms of this Schedule and the Agreement. c) Tower Company shall at all times enforce strict discipline and good order among its employees. d) Tower Company hereby represents and warrants to Carrier that all materials and equipment incorporated in the Applicable Tower Site by Tower Company will be new unless otherwise requested in writing by Tower Company and agreed to in writing by Carrier prior to their use and all such materials and equipment shall be of good quality. Tower Company further represents and warrants that the Carrier's Equipment Installation to be performed under this Agreement, and all workmanship, materials and equipment provided, furnished, used or installed in construction of the same by Tower Company, shall be safe, substantial, good quality and durable construction in all respects, and that all of the Carrier's Equipment installation will be free from faults and defects which impact the operation of the Carrier Equipment, and in conformance with the terms of this Agreement. The warranty for the services provided by Tower Company at each Applicable Tower Site shall be for a period of twelve (12) months from the date of full acceptance of the Site by Carrier (the "Warranty Period"). Tower Company represents, warrants and agrees that the Carrier Equipment shall be constructed and installed in a good and workmanlike manner and in accordance with the plans and specifications for the installation of the Carrier Equipment and all applicable federal, state and local laws, ordinances, rules and regulations and shall be of good quality, free from faults and patent defects. e) Tower Company agrees to correct any defective portion of the Applicable Tower Site or the Carrier Premises that was constructed or installed by Tower Company which occurs or accrues during the Warranty Period and which Carrier provides Tower Company notice of within nine (9) months of the expiration of the warranty period. Upon Tower Company's receipt of written notice of a defect in the Applicable Tower Site or the Carrier Premises that arises from construction or installation performed by Tower Company, Tower Company will examine the defect within ten (10) days notice of the defect. If there is a defect, Tower Company will pay all expenses of such examination. If, however, there is no defect, Carrier will pay all expenses of such examination. If Tower Company fails, after ten (10) days following written notice from Carrier: (i) to commence and continue correction of such defective Carrier Equipment Installation with diligence and promptness; (ii) to perform the Carrier Equipment Installation; or (iii) to comply with any other provision of this Agreement, Carrier may correct and remedy any such deficiency in addition to any other remedies it may have. Tower Company shall not be responsible for reasonable delays caused by inclement weather that would delay a 38 reasonable contractor's performance of the installation of a wireless antennae system substantially similar to the Carrier Equipment Installation set forth herein. f) Tower Company shall supervise and direct the Carrier Equipment Work using Tower Company's professional skill and attention. Tower Company shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Carrier Equipment Work on the Tower Facilities under this Agreement excluding the placement and setting of any cabinet or shelter and equipment contained therein; and. g) Tower Company shall enforce strict discipline and good order among the employees and other persons carrying out this Agreement. Tower Company shall not permit continued employment of unfit persons or persons not skilled in tasks assigned to them who are performing work in connection with this Agreement; and h) Tower Company shall provide Carrier (and its employees, agents and contractors) access to the Carrier Equipment Work in preparation and progress wherever located, provided that such access shall not interfere with the Carrier Equipment Work; and i) Tower Company shall pay all royalties and license fees; shall defend suits or claims for infringement of patent rights and shall hold Carrier harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by or supplied by Carrier unless Tower Company has reason to believe that there is an infringement of patent. j) Tower Company shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Tower Company shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1) employees on the Carrier Equipment Work, the Tower Facilities or the Applicable Tower Site and other persons who may be affected thereby; (2) the Carrier Equipment Work, the Tower Facilities, the Applicable Tower Site and materials and equipment to be incorporated therein; and (3) other property at the Applicable Tower Site or adjacent thereto. 8. DEFINITION OF CARRIER EQUIPMENT. "Carrier's Equipment" or "Carrier Equipment" shall mean the equipment that may be installed at the Tower Site by the Carrier which would not exceed (a) nine panel antennae and line or its equivalent and not more than fifteen (15) feet of vertical space upon the Tower Facilities including any vertical separation and (b) ground space sufficient to encompass a ten (10) foot by fifteen (15) foot pad. 9. SCHEDULE IS MODIFICATION. This Schedule shall be added to and modify the terms and conditions of the Master Lease and hereby is incorporated into the terms of the Master Lease. In the event that there is a conflict or contradiction between the terms and conditions of the Master Lease and this Schedule, the terms and conditions of this Schedule shall control. 39 IN WITNESS WHEREOF, Tower Company and Carrier have signed this Schedule as of the date and year first above written. CARRIER: TOWER COMPANY: TRITEL COMMUNICATIONS, INC. SBA TOWERS, INC. By: By: ----------------------------------- ----------------------------------- William S. Arnett Jeffrey S. Langdon President Vice President of Sales & Marketing 40
EXHIBIT B CSSI MATERIAL TAKE-OFF FORM CLIENT: #REF! SITE NAME: #REF! BID #: 1597 ------------ ---------------------- ----- TOWER TYPE: #REF! SITE NO.: ANT. HT. 190' ==================================================================================================================================== QTY. DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------------------ ANTENNASCOMSAT PCSS065-13 10' Waveguide Bridge 4 GROUND BAR 24" GROUND BAR 30" GROUND BAR 48" ANGLE 7/8" COMSCOPE COAX 7/8" COMSCOPE CONNECTORS 7/8" GND.KIT-FIELD ATTACK-2 HOLE LUG, 36" (Comscope) SNAP IN HANGER KIT (10) 7/8" (Comscope) HANGER KIT - STANDARD (10) 7/8" (Comscope) 7/8" HOISTING GRIP (Comscope) 1-5/8 COMSCOPE COAX 1-5/8" COMSCOPE CONNECTORS 27 1-5/8" GRD.KIT-FIELD ATTACH. - 2 HOLE LUG, 36" (Comscope) 50 SNAP IN HANGER KIT (10) 1 5/8" (Comscope) 2 HANGER KIT-STANDARD (10) 15/8" (Comscope) 9 1 5/8" CABLE HOISTING GRIP (Comscope) 8 WEATHERPROOFING / SPLICE PROTECTION KIT 5 ANGLE MEMBER ADAPTER KIT (10) UNIVERSAL 5 ROUND MEMBER ADAPTER KIT (10) 2"-3" 6' JUMPER - PDMNM-6- /12" FLC PREMIUM (Comscope) ORIGINAL MATERIAL TOTAL [CONFIDENTIAL TREATMENT REQUESTED] - ------------------------------------------------------------------------------------------------------------------------------------
41 ATTACHMENT VII NOTICE OF COMPLETION OF TOWER FACILITIES Carrier Re: Notice of Completion of Tower Facilities ("Notice") for Site #__________ ("____________ Site") Dear ____________: On the _____ day of ______________, ____ the Tower Facilities at the __________ Site were completed in accordance with the terms and conditions of the Master Lease between Tower Company and Carrier. Pursuant to Paragraph 3.8 of the Master Lease, Carrier has a period of three (3) days after the date of this Notice of Completion to provide a Punch List of items to be completed by Tower Company in order to render the Tower Facilities completed in accordance with the Plans and Specifications in the opinion of Carrier. Sincerely, ------------------------------- 42 ATTACHMENT VIII _____________, 19__ - ----------------------------------- - ----------------------------------- - ----------------------------------- Re: Site Lease Agreement Site: Dear ________________________: Tritel Communications, Inc. ("Carrier") and _________________________(the "Tower Company") entered into a Site Lease Agreement for the above-captioned site. The Site Lease Agreement provides that Carrier and Tower Company shall execute a letter agreement which shall be attached to the SLA confirming the calendar date which the parties understand to be the Commencement Date for each SLA. Carrier and Tower Company agree that the Commencement Date for the above-referenced site is _________________________. By countersigning this letter, Tower Company acknowledges and agrees to the Commencement Date listed above for the Site. This letter shall constitute an amendment to the Site Lease Agreement. TRITEL COMMUNICATIONS, INC. By: ----------------------------------------- Kenneth Harris Its: Director, Site Acquisition and Property Administration Acknowledged and Agreed to this ____ day of _______________, ____. SBA Towers, Inc. By: ------------------------------ Its: ----------------------------- 43 ATTACHMENT IX LIST OF NON-CARRIER PERSONNEL APPROVED TO HAVE ACCESS TO TOWER SITES EMPLOYEES, OFFICERS AND DIRECTORS OF ERICSSON, INC. EMPLOYEES, OFFICERS AND DIRECTORS OF BECHTEL TELECOMMUNICATIONS EMPLOYEES, OFFICERS AND DIRECTORS OF GALAXY ENGINEERING SERVICES (A SUBSIDIARY OF WORLD ACCESS, INC.) 44
EXHIBIT B CSSI MATERIAL TAKE-OFF FORM - ------------------------------------------------------------------------------------------------------------------------------------ CLIENT: #REF! SITE NAME: #REF! BID #: 1597 ------------ ---------------------- ----- TOWER TYPE: #REF! SITE NO.: ANT. HT. 190' - ------------------------------------------------------------------------------------------------------------------------------------ QTY. DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------------------ ANTENNASCOMSAT PCSS065-13 10' Waveguide Bridge 4 GROUND BAR 24" GROUND BAR 30" GROUND BAR 48" ANGLE 7/8" COMSCOPE COAX 7/8" COMSCOPE CONNECTORS 7/8" GND.KIT-FIELD ATTACK-2 HOLE LUG, 36" (Comscope) SNAP IN HANGER KIT (10) 7/8" (Comscope) HANGER KIT - STANDARD (10) 7/8" (Comscope) 7/8" HOISTING GRIP (Comscope) 1-5/8 COMSCOPE COAX 1-5/8" COMSCOPE CONNECTORS 27 1 5/8" GRD.KIT-FIELD ATTACH. - 2 HOLE LUG, 36" (Comscope) 50 SNAP IN HANGER KIT (10) 1 5/8" (Comscope) 2 HANGER KIT-STANDARD (10) 15/8" (Comscope) 9 1 5/8" CABLE HOISTING GRIP (Comscope) 8 WEATHERPROOFING / SPLICE PROTECTION KIT 5 ANGLE MEMBER ADAPTER KIT (10) UNIVERSAL 5 ROUND MEMBER ADAPTER KIT (10) 2"-3" 6' JUMPER - PDMNM-6- /12"FLC PREMIUM (Comscope) ORIGINAL MATERIAL TOTAL [CONFIDENTIAL TREATMENT REQUESTED] - ------------------------------------------------------------------------------------------------------------------------------------
45
EXHIBIT A TO SCHEDULE 1 Client / Project Location: TriTel Comm. Inc./Nashville, TN Prepared by: Russell Black - ------------------------------------------------------------------------------------------------------------------------------------ SITE REGION CLIENT SBA SEARCH AREA LATITUDE LONGITUDE TOWER TOWER FORECAST FORECAST TYPE SITE I.D. SITE I.D. NAME TYPE HEIGHT ZONING BP (BTS OR NUMBER NUMBER RECEIVED RECEIVED SITE DEV) FORECAST FORECAST - ------------------------------------------------------------------------------------------------------------------------------------ 1 B MA 083-193 TNTT10080-001 Smith Brothers 36 24 33 87 12 7.5 Guyed 300' 7/27/99 8/3/99 2 B MA 314-006 TNTT10080-002 Brown Street 36 08 28.4 86 46 04.7 MP 150' 7/9/99 7/9/99 3 B MA 341-020 TNTT10080-003 Whites Creek 36 14 51.9 86 47 9.5 MP 190' 7/23/99 7/23/99 4 B MA 314-037 TNTT10080-004 Brush Hill 36 13 10.4 86 43 42.5 MP 150' 7/9/99 7/9/99 5 B MA 314-039 TNTT10080-005 Donelson West 36 10 31.5 86 40 58 Flag Pole 100' 8/4/99 8/4/99 6 B MA 314-043 TNTT10080-006 Mclevain 36 14 36.8 86 30 .01 MP 190' 5/21/99 6/19/99 7 B MA 314-054 TNTT10080-007 Laguardo 36 17 35 86 26 12.5 MP 185' 5/21/99 6/19/99 8 B MA 314-117 TNTT10080-008 Huddleston Oil Co 35 52 37 86 25 42 MP 150' 8/9/99 8/13/99 9 B MA 314-119 TNTT10080-009 East Clark Blvd 35 52 01 86 23 15 MP 130' 8/30/99 9/6/99 10 B MA 314-121 TNTT10080-010 Old Harding Pike 36 06 1.7 86 52 18.9 MP 180' 7/23/99 7/23/99 11 B MA 314-127 TNTT10080-011 Sockit 36 01 29.1 86 53 10.4 MP 160' 8/30/99 9/6/99 12 B MA 314-149 TNTT10080-0012 Thompson Station 35 47 21.6 86 54 27.8 MP 150' 7/27/99 8/3/99 13 B MA 314-150 TNTT10080-013 Levergne 36 00 01.3 86 32 37.9 MP 150' 6/28/99 7/5/99 14 B MA 314-157 TNTT10080-014 Old Hwy 50A 35 32 53 86 59 39.1 Guyed 250' 6/9/99 6/18/99 15 B MA 314-175 TNTT10080-015 Kings Ridge 36 11 90.4 86 33 40.0 Guyed 250' 5/21/99 6/19/99 16 B MA 314-183 TNTT10080-016 Zion Rd 35 34 43.6 87 08 03.7 Guyed 250' 6/9/99 6/18/99 17 B MA 314-184 TNTT10080-017 Hwy 99 West 35 37 6.9 87 8 14.1 Guyed 250' 6/9/99 6/18/99 18 B MA 314-185 TNTT10080-018 Newt Hood Rd. 35 37 59.9 86 57 24.7 Guyed 250' 6/7/99 6/11/99 19 B MA 314-182 TNTT10080-019 Columbia South 35 34 52.1 87 02 54.4 Guyed 250' 6/9/99 6/18/99 20 B MA 083-196 TNTT10080-020 Memorial McMilliam 36 33 55 87 24 02 250' 7/27/99 8/3/99 21 B MA 314-017 TNTT10080-021 Hyedes Ferry Pike 36 12 17.7 86 51 15.5 MP 150' 7/23/99 7/23/99 22 B MA 314-055 TNTT10080-022 Lakeside 36 17 58.2 86 29 26.6 Guyed 250' 7/16/99 7/23/99 23 B MA 314-107 TNTT10080-023 Buckeye Bottom 35 58 25.3 86 26 54.6 MP 190' 7/14/99 7/21/99 24 B MA 314-144 TNTT10080-024 Franklin West 35 55 37.3 86 54 09 MP 150' 7/26/99 8/2/99 25 B MA 314-173 TNTT10080-025 Rembrandt 36 13 28.1 86 33 23.3 190' 8/20/99 8/25/99 26 B MA 314-192 TNTT10080-026 Stroudsville Road 36 27 14.7 86 07 22.2 Lattice 300' 7/30/99 8/6/99 ==================================================================================================================================== TOTAL SITES COMPLETE MONTH TO DATE 0 0 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL SITES 26 26 - ------------------------------------------------------------------------------------------------------------------------------------ SBA Towers, Inc. Tritel Communications, Inc. By: By: ----------------------------------------- ----------------------------------------- Title: Title: -------------------------------------- -------------------------------------- Name: Name: --------------------------------------- --------------------------------------- Date: Date: --------------------------------------- --------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------
46 EX-23.2 9 CONSENT OF KPMG Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Tritel, Inc.: We consent to the use of our report dated February 16, 1999 related to the consolidated financial statements of Tritel, Inc. and Predecessor Companies as of December 31, 1997 and 1998 and for each of the years in the three-year period ended December 31, 1998 and for the period from July 27, 1995 (inception) to December 31, 1998 included herein and to the reference to our firm under the headings "Selected Consolidated Financial Data" and "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP Jackson, Mississippi October 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----