-----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, AFa8N9eKH/xRF4zuI1LiITp3QwErYtfw0PoSagNf//Dal+x/ngZEw7aT2/J6Ehjp WgGgKIm22iHCrsbRm1lP8A== 0000950136-99-001408.txt : 19991103 0000950136-99-001408.hdr.sgml : 19991103 ACCESSION NUMBER: 0000950136-99-001408 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991102 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: 99739605 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: 99739606 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: 99739607 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: 99739608 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 NOVEMBER 2, 1999 REGISTRATION NO. 333-82509 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 3 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 NOVEMBER 2, 1999 PROSPECTUS 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. 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 limited operations and no significant revenues and we expect to have significant operating losses in our initial stages of operations. 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. 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. 1 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 12 3/4% 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 12 3/4% 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 12 3/4% Senior Subordinated Discount Notes due 2009. 6 Maturity Date............... May 15, 2009. Yield and Interest.......... 12 3/4% 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 12 3/4% 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 $74.5 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. We are highly leveraged. As of June 30, 1999, we had $445.1 million of total indebtedness outstanding, including debt owed to the FCC, $200.0 million outstanding under our bank facility and $203.7 million of the original notes at their accreted value. This indebtedness represented 9 approximately 65.9% of our total capitalization at that date. At that date, we also had $90.7 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. 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, AND THAT COULD CAUSE US TO FAIL TO MEET OUR BUILDOUT PLANS OR SERVICE OUR DEBT 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. 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. 10 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. 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. If any of these relationships were terminated, our business strategy could be significantly affected, and, as a result, our operations and future prospects could be adversely affected. 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. 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. THE INTERESTS OF AT&T WIRELESS MAY CONFLICT WITH THOSE OF TRITEL PCS AND THE HOLDERS OF NOTES 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 Tritel's 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. 11 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. If any of our equipment vendors fail to perform on schedule, we may not be able to build out certain markets or provide PCS service in certain markets in a timely and cost-effective manner. 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 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 in certain markets. 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. IF WE FAIL TO BUILD OUT OUR PCS NETWORK ACCORDING TO OUR CURRENT PLAN AND SCHEDULE, OUR GROWTH MAY BE LIMITED, OUR MARKET ENTRY MAY BE DELAYED, AND OUR BUILDOUT COSTS MAY INCREASE 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. 12 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, WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO BE COMPETITIVE AND MAY RESULT IN INCREASED COSTS TO ADOPT A NEW TECHNOLOGY 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. 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. 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. OUR DIGITAL PCS TECHNOLOGY MAY NOT GAIN CUSTOMER ACCEPTANCE, WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO BE COMPETITIVE AND MAY RESULT IN INCREASED COSTS TO ADOPT A NEW TECHNOLOGY 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. 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. 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. THIRD-PARTY FRAUD WILL LIKELY CAUSE US TO INCUR INCREASED OPERATING COSTS 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, 13 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. CONCERNS THAT THE USE OF WIRELESS HANDSETS MAY POSE HEALTH AND SAFETY RISKS MAY DISCOURAGE THE USE OF OUR PCS HANDSETS 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. OUR FCC LICENSES MAY BE REVOKED UNDER CERTAIN CIRCUMSTANCES, AND THE LOSS OF ANY FCC LICENSES COULD ADVERSELY AFFECT OUR BUSINESS AND OUR ABILITY TO PROVIDE PCS SERVICE IN CERTAIN MARKETS 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. 14 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, AND WE MAY INCUR INCREASED COSTS TO COMPLY WITH NEW REGULATIONS 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. 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, WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND OUR ABILITY TO PROVIDE PCS SERVICE IN CERTAIN MARKETS 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. 15 OUR SUBSIDIARIES' GUARANTEES OF THE NOTES MAY BE VOID UNDER CERTAIN CIRCUMSTANCES, AND IF THEY ARE, OUR HOLDING COMPANY STRUCTURE LIMITS THE EXTENT TO WHICH WE CAN USE THE ASSETS OF OUR SUBSIDIARIES TO SATISFY OUR OBLIGATIONS UNDER THE NOTES 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. If a court voids the subsidiary guarantees, your right as a holder of notes to participate in any distribution of the assets of any of our subsidiaries upon the liquidation, reorganization or insolvency of a subsidiary will be subject to the prior claims of that subsidiary's creditors. 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. 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. 16 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 $74.5 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 $312.1 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 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, AND WE WILL NOT ISSUE REGISTERED NOTES TO YOU WITHOUT A TIMELY AND PROPER TENDER. 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 17 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, AND ILLIQUIDITY MAY HINDER YOUR ABILITY TO SELL THE NOTES. 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 AND MARKET DATA 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. 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. 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 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 --------- Common Stock, par value -- $.01 per share; authorized 3,040,009 shares; 40,705 shares issued and outstanding ....................................... -- Deficit accumulated during the development stage ............................. (32,153) --------- Total stockholders' equity ................................................. 139,133 ========= Total capitalization ...................................................... $ 674,887 =========
- ---------- (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. 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 6,198 7,053 --------- -------- --------- --------- Total operating expense ...... 12,574 1,760 17,348 29,922 --------- -------- --------- --------- Operating loss ................ (12,574) (1,760) (17,348) (29,922) 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) (19,350) (32,416) Extraordinary item -- Loss on return of spectrum..... (2,414) -- -- (2,414) --------- -------- --------- --------- Loss before income taxes...... (15,480) (1,733) (19,350) (34,830) Income tax benefit ............ -- -- 6,448 6,448 --------- -------- --------- --------- Net loss ..................... $ (15,480) $ (1,733) $ (12,902) $ (28,382) ========= ======== ========= =========
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) 187,685 Intangible assets .................................. -- -- -- -- 62,299 Other assets ....................................... 3 186 1,027 1,933 42,877 ------ ------- -------- --------- -------- Total assets ....................................... $4,944 $67,731 $102,513 $ 89,021 $749,279 ====== ======= ======== ========= ======== Total current liabilities .......................... $3,425 $ 8,553 $ 8,425 $ 32,911 $ 7,788 Long-term debt ..................................... -- 53,504 77,200 51,599 (2) 444,643 Other non-current liabilities ...................... -- -- 8,126 6,494 67,047 Total Series A redeemable preferred stock .......... -- -- -- -- 90,668 Total stockholders' equity (deficit) ............... 1,519 5,674 8,762 (1,983) 139,133 ------ ------- -------- --------- -------- Total liabilities and stockholders' equity ......... $4,944 $67,731 $102,513 $ 89,021 $749,279 ====== ======= ======== ========= ======== 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 $29.9 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 $12.9 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 $3.5 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 $6.4 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 33 1/3% 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 September 30, 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 September 30, 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 ..................... 40 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. Upon an initial public offering, the holders must sell to Tritel, Inc. the number of shares necessary, based on the fair value of the stock, to reduce their total value of stock held by an amount equal to the number of shares the holder initially received times $1,000 per share (in essence, requires the holders to pay $1,000 per share for their initial shares of stock). Also, in the event Tritel, Inc. does not meet certain performance measurements, certain members of management will be required to sell to Tritel, Inc. a fixed number of shares at $0.01 par per share. The employment agreements provide that the equity to be received by the executive officers is subject to the following vesting schedule: 81
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 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 restricted stock is subject to the repurchase agreements as discussed under "Employment Agreements." 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. 82 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. 83 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. 84 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, 85 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 86 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. 87 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. 88
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. 89 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%. 90 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 91 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. 92 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. 93 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; 94 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. 95 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. 96 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 97 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 98 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 99 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. 100 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; 101 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; 102 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. 103 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 75.0% of Tritel, Inc.'s consolidated assets as of June 30, 1999. 104 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. 105 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. 106 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. 107 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. 108 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 109 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 110 (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. 111 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: 112 (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 113 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. 114 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; 115 (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; 116 (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: 117 (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; 118 (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: 119 (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. 120 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 121 (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; 122 (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. 123 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 124 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. 125 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: 126 (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 127 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 128 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. 129 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. 130 "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 131 (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; 132 (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 133 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 134 (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. 135 "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 136 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 137 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; 138 (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. 139 "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. 140 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. 141 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, 142 (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 66 2/3% 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; 143 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, 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. 144 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 145 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 146 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") 147 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 148 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. 149 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. 150 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 71,466 187,685 Intangible assets, net of amortization of $2,829 in 1999 .......... -- -- 62,299 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 89,021 749,279 ======== ====== ======= 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 ............................................ -- -- 47,700 -------- ------ ------- Total non-current liabilities ................................... 85,326 58,093 511,690 -------- ------ ------- Total liabilities ............................................... 93,751 91,004 519,478 -------- ------ ------- Series A 10% redeemable convertible preferred stock ............... -- -- 90,668 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 ............ -- -- 46,374 -------- ------ ------- Net preferred stock ............................................ -- -- 171,286 -------- ------ ------- Common stock, 30 shares issued and outstanding at December 31, 1998 ............................................................. -- -- -- Common stock issued and outstanding at June 30, 1999 -- Class A Voting, 33,582 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) (32,153) -------- ------- ------- Total stockholders' equity (deficit) ........................... 8,762 (1,983) 139,133 -------- ------- ------- Total liabilities and stockholders' equity ..................... $102,513 89,021 749,279 ======== ======= =======
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 3,474 3,844 ----- ----- ----- ------ 12,574 1,760 17,348 29,922 ------ ----- ------ ------ Operating loss ...................... (12,574) (1,760) (17,348) (29,922) 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) (19,350) (32,416) Extraordinary item - Loss on return of spectrum ......... (2,414) -- -- (2,414) ------- ------ ------- ------- Loss before income taxes ......... (15,480) (1,733) (19,350) (34,830) Income tax benefit .................. -- -- 6,448 6,448 ------- ------ ------- ------- Net loss ......................... (15,480) (1,733) (12,902) (28,382) ======= ====== ======= =======
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 -- -- Accrual of dividends on Series A redeemable preferred stock ............. -- -- -- Net loss ................................ -- -- -- --------- ------ ------- Balance at June 30, 1999 ................ $ 229,539 (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 Accrual of dividends on Series A redeemable preferred stock ............. -- -- (4,347) (4,347) Net loss ................................ -- -- (12,902) (12,902) -- ------- ------- ------- Balance at June 30, 1999 ................ -- -- (32,153) 139,133 == ======= ======= =======
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) (12,902) (28,382) 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 3,474 3,844 Deferred income taxes ............... -- -- (6,448) (6,448) 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 .................... $ -- -- -- -- -- 156,837 156,837 ======= ====== ====== ====== ===== ======= ======= 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 $ 90,668 Series D Preferred issued to AT&T Wireless ......................... 46,374 46,374 46,374 ------ -------- -------- Total to AT&T Wireless in exchange for contributed assets .......... 137,042 137,042 137,042 ------- -------- -------- 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 $320,206 ======= ======== ========
(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 $126,672,000 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. F-15 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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:
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 F-16 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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 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 Companies were organized as limited liability corporations (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 Companies 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 F-17 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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 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 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. 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: 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 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 per share plus declared but unpaid dividends plus an amount equal to interest on $1,000 at the rate of 6 1/2% 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. 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 66 2/3% 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 for $0.01 per share. The Class A and Class C common stock issued to management are restricted shares subject to repurchase agreements which require the holders to sell to the Company at a $0.01 repurchase price per share, the number of shares that would be equal to $1,000 per share on specified "trigger Dates" including a change of control, termination of employment, or the later of an initial public offering or the seventh anniversary of the agreement. On the "Trigger Date", the holders must sell to the Company the number of shares necessary, based on the then current fair value of the stock, to reduce the number of shares of stock held by an amount equal to the number of shares then held by the holder times $1,000 per share (in essence, requiring the holder to pay $1,000 per share for their shares of stock). Also, in the event the Company does not meet certain performance measurements, certain members of management will be required to sell to the Company a fixed number of shares at $0.01 per share. At January 7, 1999 and June 30, 1999, management has determined the stock because of the terms of the stock repurchase agreement 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. Any increase in value over $1,000 per share would be recorded as compensation expense under the agreements. At June 30, 1999, there was no material impact on pro forma net loss from applying the fair value method in SFAS No. 123 "Accounting for Stock-Based Compensation." (11) INCOME TAXES On January 7, 1999 the Company recorded a deferred tax liability of $55,100,000 primarily related to the difference in asset bases on the assets acquired from AT&T Wireless. F-20 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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 ............. $-- (5,592) (5,592) State ............... -- (856) (856) --- ------ ------ $-- (6,448) (6,448) === ====== ======
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 ................................ $ (6,773) Reduction (increase) resulting from: State income taxes, net of federal income tax benefit ......... (629) Nontaxable loss of Predecessor Company ........................ 954 -------- $ (6,448) ========
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 .............. 23,829 FCC licenses book basis in excess of tax basis ................... 31,141 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 ........................... 65,350 ------- Net deferred tax liability ..................................... $47,700 =======
At June 30, 1999, the Company has net operating loss carryforwards for federal income tax purposes of $10,818,000 which are available to offset future federal taxable income, if any, through 2019. F-21 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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. (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, F-22 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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. 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. F-23 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (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. 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 F-24 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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 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 12 3/4% 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 ................. 62,299 0 0 Deferred charges ............................... 0 29,938 0 Notes receivable ............................... 0 7,500 50 Investment in subsidiaries ..................... 193,691 110,405 0 Other long-term assets ......................... 0 228 0 -------- ------- ------ Total assets ................................. $258,009 616,850 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 ......................... 23,038 10 (5,504) -------- ------- ------ Total liabilities ............................ 28,208 423,159 74,750 -------- ------- ------ Series A redeemable convertible preferred stock ......................................... 90,668 0 0 -------- ------- ------ Stockholders' equity ........................... 139,133 193,691 (2,752) -------- ------- ------ Total liabilities and equity ................. $258,009 616,850 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 ................. 187,685 0 249,984 Deferred charges ............................... 0 0 29,938 Notes receivable ............................... 0 0 7,550 Investment in subsidiaries ..................... 0 (304,096) 0 Other long-term assets ......................... 0 0 228 ------- -------- ------- Total assets ................................. 187,685 (385,263) 749,279 ======= ======== ======= 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 ......................... 30,156 0 47,700 ------- -------- ------- Total liabilities ............................ 74,528 (81,167) 519,478 ------- -------- ------- Series A redeemable convertible preferred stock ......................................... 0 0 90,668 ------- -------- ------- Stockholders' equity ........................... 113,157 (304,096) 139,133 ------- -------- ------- Total liabilities and equity ................. 187,685 (385,263) 749,279 ======= ======== =======
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 ............. 2,829 0 645 -------- ------ ------- 2,831 44 14,471 -------- ------ ------- Operating loss ............................. (2,831) (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 ......... (2,754) 26 (16,620) Income tax benefit (expenses) .............. 954 (10) 5,504 -------- ------ ------- Net income (loss) .......................... $ (1,800) 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 3,474 - ---- ----- 2 0 17,348 - ---- ------ Operating loss ............................. (2) 0 (17,348) 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 (19,350) Income tax benefit (expenses) .............. 0 0 6,448 --- ---- ------- Net income (loss) .......................... (2) 0 (12,902) ==== ==== =======
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) ========= ===== =======
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. F-30 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (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 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 FCC licenses will be amortized on a straight-line basis over 40 years. The following table summarizes the transaction with AT&T Wireless: Assets acquired from AT&T Wireless, at recorded amounts: PCS Licenses ......................................................... $ 126,672,000 License Agreement .................................................... 49,538,000 Roaming Agreement .................................................... 15,980,000 ------------- Gross assets acquired .............................................. 192,190,000 Deferred income tax liability assumed relating to above assets ........ (55,148,000) ------------- Net assets acquired ................................................ $ 137,042,000 ------------- Series A Preferred Stock .............................................. $ 90,668,000 Series D Preferred Stock .............................................. 46,374,000 ------------- Total preferred stock issued to AT&T Wireless ......................... 137,042,000 =============
F-31 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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. 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 will be amortized on a straight-line basis over the ten-year term of the agreement. F-32 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) (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. 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 Roaming Agreement 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. F-33 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) 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. 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-34 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-35 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. The restricted stock is subject to the repurchase agreements as discussed in Note 10. 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 F-36 TRITEL, INC. AND PREDECESSOR COMPANIES (DEVELOPMENT STAGE COMPANIES) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (ALL INFORMATION SUBSEQUENT TO DECEMBER 31, 1998 IS UNAUDITED.) of up to 50,000 shares of common stock of Tritel. The Non-employee Directors Plan benefits 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. 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. (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 F-37 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. 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-38 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] 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 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).
II-3
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ---------- ------------------------------------------------------------------------------------------ 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. 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 previous filings 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. 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 November 1, 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 November 1, 1999 William M. Mounger, II /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief - ------------------------- Financial Officer and Director November 1, 1999 E.B. Martin, Jr. * Senior Vice President -- Finance (Principal - ------------------------- Accounting Officer) November 1, 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 November 1, 1999. TRITEL, 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 and Chief Executive November 1, 1999 - --------------------- Officer William M. Mounger, II * President and Director November 1, 1999 - --------------------- William S. Arnett /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief November 1, 1999 - --------------------- Financial Officer and Director E.B. Martin, Jr. * Senior Vice President -- Finance (Principal November 1, 1999 - --------------------- Accounting Officer) Karlen Turbeville * Director November 1, 1999 - --------------------- Scott I. Anderson * Director November 1, 1999 - --------------------- Alex P. Coleman * Director November 1, 1999 - --------------------- Gary S. Fuqua * Director November 1, 1999 - --------------------- Ann K. Hall * Director November 1, 1999 - --------------------- Andrew Hubregsen * Director November 1, 1999 - --------------------- David A. Jones, Jr.
II-9
SIGNATURE TITLE DATE - -------------------------- ---------- ------------------ * Director November 1, 1999 - --------------------- H. Lee Maschmann * Director November 1, 1999 - --------------------- Elizabeth L. Nichols * Director November 1, 1999 - --------------------- Kevin J. Shepherd
* By: /s/ E.B. Martin, Jr. ---------------------------- E.B. Martin, Jr. Attorney-in-Fact 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 November 1, 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 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 and Chief Executive November 1, 1999 - --------------------- Officer William M. Mounger, II * Executive Vice President, Treasurer, Chief November 1, 1999 - --------------------- Financial Officer and Director E.B. Martin, Jr. * Senior Vice President -- Finance (Principal November 1, 1999 - --------------------- Accounting Officer) Karlen Turbeville
* By: /s/ E.B. Martin, Jr. ---------------------------- E.B. Martin, Jr. Attorney-in-Fact 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 November 1, 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 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 and Chief Executive November 1, 1999 - --------------------- Officer William M. Mounger, II /s/ E.B. Martin, Jr. Executive Vice President, Treasurer, Chief November 1, 1999 - --------------------- Financial Officer and Director (Principal E.B. Martin, Jr. Accounting Officer) * Senior Vice President-Finance (Principal November 1, 1999 - --------------------- Accounting Officer) Karlen Turbeville
* By: /s/ E.B. Martin, Jr. ---------------------------- E.B. Martin, Jr. Attorney-in-Fact 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 previous filings 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. EX-10.26 2 ACQUISITION AGREEMENT #9152 REV. D Rev. D - -------------------------------------------------------------------------------- ACQUISITION AGREEMENT ERICSSON CMS 8800 CELLULAR MOBILE TELEPHONE SYSTEM TABLE OF CONTENTS ARTICLE 1 DEFINITIONS..................................................2 ARTICLE 2 SCOPE OF AGREEMENT...........................................6 ARTICLE 3 TERM OF AGREEMENT............................................8 ARTICLE 4 PRICES.......................................................8 ARTICLE 5 TERMS OF PAYMENT.............................................9 ARTICLE 6 ORDERS AND SCHEDULING.......................................10 ARTICLE 7 ORDER DELAY/CANCELLATION....................................12 ARTICLE 8 INSTALLATION................................................12 ARTICLE 9 ACCEPTANCE TESTING AND ACCEPTANCE...........................13 ARTICLE 10 DELAY.......................................................15 ARTICLE 11 PURCHASER'S AND SELLER'S RESPONSIBILITIES...................16 ARTICLE 12 LICENSES, PERMITS AND APPROVALS.............................17 ARTICLE 13 WARRANTIES..................................................17 ARTICLE 14 CONFIDENTIAL INFORMATION....................................23 ARTICLE 15 CONTINUITY OF EXPANSION FUNCTIONALITY.......................24 ARTICLE 16 AMENDMENTS..................................................24 ARTICLE 17 TITLE; RISK OF LOSS.........................................24 ARTICLE 18 INSURANCE...................................................25 ARTICLE 19 SOFTWARE....................................................26 ARTICLE 20 TAXES.......................................................27 ARTICLE 21 INDEMNIFICATION AND LIMITATION OF LIABILITY.................27 ARTICLE 22 INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT...................28 ARTICLE 23 DISPUTE RESOLUTION..........................................29 ARTICLE 24 TERMINATION AND DEFAULT.....................................30 ARTICLE 25 ADVERTISING.................................................32 ARTICLE 26 LATE PAYMENTS...............................................33 ARTICLE 27 PERSONNEL...................................................33 ARTICLE 28 ASSIGNMENT..................................................33 ARTICLE 29 NOTICES.....................................................33 ARTICLE 30 AUTHORITY AND COMPLIANCE WITH LAWS..........................34 ARTICLE 31 HEADINGS....................................................34 ARTICLE 32 GOVERNING LAW; SEVERABILITY.................................35 ARTICLE 33 NO WAIVER...................................................35 ARTICLE 34 ENTIRETY OF AGREEMENT; NO ORAL CHANGE.......................35 ARTICLE 35 ATTACHMENTS AND INCORPORATIONS..............................35 ARTICLE 36 FINANCING AND BOARD APPROVAL................................36 ACQUISITION AGREEMENT ERICSSON CMS 8800 CELLULAR MOBILE TELEPHONE SYSTEM This Agreement (the "Agreement"), is made and effective as of December 30, 1998 (the "Effective Date"), by and between TRITEL FINANCE, INC., a Delaware corporation, and TRITEL COMMUNICATIONS, INC., a Delaware corporation, with their principal places of business in Jackson, Mississippi (jointly, "PURCHASER") and ERICSSON INC., a Delaware Corporation acting through its Network Operators Group with its principal place of business in Richardson, Texas ("SELLER"). ARTICLE 1 DEFINITIONS As used herein: (a) "Affiliate" means any individual, corporation, partnership, joint venture, proprietorship, or other entity directly or indirectly owning, owned by or under common ownership with either party to the extent of more than fifty percent (50%) of the voting shares or controlling interests owned beneficially by such entity or party, as the case may be. (b) "AT&T Standards" means those certain core features, quality standards and technology requirements for Equipment and related Services and Software utilized in Tritel PCS Markets as specified in that certain Securities Purchase Agreement between Tritel, Inc., and AT&T Wireless PCS, Inc. and certain other parties dated May 20, 1998. (c) "Cause" means that degree of responsibility or causation equal to at least 66.67% of the responsibility for or cause of an event on a comparative basis. (d) "Cell Site" generally refers to a single physical location and enclosures thereof of one or more radio base stations (i.e., "cell(s)") in the System. (e) "Cell Site Configuration" means the Equipment, Software, Installation and other applicable Services rendered hereunder at a Cell Site required to operate and control a particular cell at a Cell Site. (f) "Cell Site Configuration Engineering" means the engineering required, on a site-specific basis, to establish the Cell Site Configuration Installation specifications, including; preparing Equipment lists, Equipment layout drawings, Equipment labels, cable ladder layout drawings, and "as-built" drawings and Documentation. Cell Site Configuration Engineering also includes the design for DC power distribution for Cell Site Configurations. (g) "Cell Site Facilities Engineering" means the engineering required to design a specific Cell Site, including; property surveys, soil reports, Cell Site layouts, drawings and specifications for the construction of the Cell Site, shelters, towers, generators, grounding analysis, and all other items required to make the Cell Site functional. Cell Site Facilities Engineering does not include Cell Site Configuration Engineering. 2 (h) "Civil Work" means the labor and materials necessary in the performance of demolition, construction and renovation work (e.g., roads, grading, fencing, structural improvements, etc.) at the MSC location and at each Cell Site to assure that each Cell Site and MSC location is ready for Installation of the Equipment. (i) "Civil Work Supervision" means the supervision of Civil Work. (j) "Confidential Matters" means all information about the business and financial matters (including costs, profits and plans for future development, training materials, Documentation, methods of operation and marketing concepts) and any other proprietary information relating to a party hereto or its Affiliates and their respective operations, businesses and financial affairs, that is obtained by the other party hereto as a result of the working relationship between the parties hereto with respect to the subject matter hereof, whether obtained prior to or after the date hereof; provided, however, that Confidential Matters shall not include information that (a) is or becomes generally available to the public other than as the result of wrongful disclosure by the recipient hereunder, its Affiliates or their respective representatives, or (b) was available to the recipient or its Affiliates or their respective representatives on a non-confidential basis prior to disclosure hereunder, or (c) is independently developed by the recipient hereunder, or (d) becomes rightfully available to the recipient from a third party that is under no obligation to maintain such information as confidential, or (e) is required to be disclosed through government regulation or court order. Recipient shall have the burden of proving by a preponderance of the evidence the applicability of any of the foregoing exceptions. (k) "Consent" means the prior written approval of a party to do the act or thing for which the consent or approval is solicited, or the act of granting such consent or approval, as the context may require, which consent or approval shall not be unreasonably withheld, conditioned or delayed. (l) "Documentation" means the documentation for the System described in Attachment E. (m) "Equipment" means the equipment specified in Attachment A to this Agreement and purchased from SELLER, and such other wireless telecommunications equipment as SELLER or its Affiliates may hereafter make available to PURCHASER and which PURCHASER hereafter orders from SELLER under this Agreement. Equipment does not include subscriber equipment, which shall mean mobile telephone handsets, mounting hardwire, test equipment, antennas and similar subscriber equipment. (n) "Facilities Preparation Services" means Civil Work, Civil Work Supervision, Ground Plan Architectural Work, Structural Architectural Work, and Utilities Work. (o) "FCC" means the Federal Communications Commission or any successor agency thereto. (p) "Ground Plan Architectural Work" means the preparation of architectural drawings necessary to obtain zoning permits and conditional use permits. 3 (q) "In Revenue Service" means the commercial use of the System, or a portion thereof, exclusive of operation for purposes of conducting Acceptance Tests. (r) "Initial Configuration" means the portion of the System, on a per market basis, which is intended by the parties to be constructed, Installed and operated as the primary phase of the System, as more specifically set out in Attachment A. Initial Configuration does not include expansions thereto (e.g., additional Cell Site Configurations or additional MSC Configurations). (s) "Installation" means the performance and supervision by SELLER of all installation purchased from and performed by SELLER of Equipment and Software and as further described in Article 8 and Attachment B. (t) "MSC" means Mobile Switching Center, which generally refers to the physical location and enclosures thereof. (u) "MSC Configuration" means the Equipment, Software, Installation and other applicable Services rendered hereunder at an MSC required to operate and control the MSC Configuration as the switching function of the System. (v) "MSC Configuration Engineering" means the engineering required to establish the MSC Configuration Installation specifications, including; preparing Equipment lists, Equipment layout drawings, Equipment labels, cable tray layout drawings, and "as-built" drawings and Documentation. MSC Configuration Engineering also includes the design for DC power distribution for MSC Configurations. (w) "MSC Facilities Engineering" means the engineering required to design a specific MSC, including; property surveys, soil reports, building layouts, drawings and specifications for the construction of the building, towers, generators, grounding analysis, and all other items required to make the MSC functional. MSC Facilities Engineering does not include MSC Configuration Engineering. (x) "Network Element" means Equipment and Software required to perform switching or network node functions for a System (e.g., Authentication Center, Equipment Identity Register, Messaging System, Mobile Switching Center/Visitor Location Register, Mobile Intelligent Network, Service Signaling Point Home Location Register, Service Control Point, Signal Transfer Point, MSC, Short Message Service, Mobile Data Network Intermediate System, Mobile Data Base Station, Network Management Server). (y) "Notice" means a writing containing the information required by this Agreement to be communicated to either party hereto, sent by (a) registered or certified mail, postage prepaid, (b) personal delivery, (c) confirmed air courier, or (d) by facsimile transmittal to such party at the address provided herein. (z) "Operations Support System Services" means a combination of hardware and software platforms that provide tools for operating, maintaining, analyzing and provisioning the System, as further described in Attachment I. 4 (aa) "Order" means PURCHASER's purchase order generated as detailed in Article 6, which is accepted by SELLER, or any document that the parties mutually agree upon as the vehicle for procuring Equipment, Software and Services pursuant to this Agreement. (bb) "Professional Services" means those services offered by SELLER relating to System design, enhancement and optimization as set forth in Attachment N. (cc) "Software" means all software furnished hereunder including, but not limited to, computer programs contained on a magnetic or optical storage medium, in a semiconductor device, or in another memory device or system memory consisting of (i) hardwired logic instructions which manipulate data in central processors, control input-output operations, and error diagnostic and recovery routines, and (ii) instruction sequences in machine-readable code that control call processing, radio infrastructure, peripheral equipment and administration and maintenance functions. The term "Software" includes all Software Updates, Software Enhancements, and Software Features. (dd) "Software Enhancements" means modifications or improvements made to the Software which improve performance or capacity of the Software, but shall not include Software Updates. (ee) "Software Features" means distinct programs which constitute additional functions to the Software. (ff) "Software Updates" means periodic updates to the Software issued by SELLER to correct defects in the Software, but shall not include Software Enhancements. (gg) "Specifications" means the specifications and performance standards of the Equipment, Software and the System as set forth in the SELLER's Documentation. Specifications shall also include any specifications and performance standards delivered to PURCHASER by SELLER in the future, which relate to the System, Equipment or Software; however, no future specifications or performance standards shall reduce, diminish or otherwise adversely impact previously delivered specifications. (hh) "Structural Architectural Work" means the preparation of all architectural drawings and blueprints relating to the structural specifications for the MSC and/or Cell Sites. (ii) "System" means the Initial Configuration and all expansions thereto purchased by PURCHASER from SELLER pursuant to this Agreement, including all Equipment, Software, Installation and other Services purchased from SELLER by PURCHASER hereunder relating to the System. (jj) "System Support Services" means those services to be provided by SELLER to PURCHASER for maintenance of Equipment and Software as described further in Attachment D. 5 (kk) "Services" means Cell Site Configuration Engineering, Cell Site Facilities Engineering, Civil Work, Civil Work Supervision, Facilities Preparation Services, Ground Plan Architectural Work, Installation, Network Element Configuration Engineering, Network Element Facilities Engineering, Network Services, RF Services, Structural Architectural Work, Support System Services, Technical Education, Transmission Services and all other services as SELLER provides or makes available to its customers, and which are more fully described in Attachment N. (ll) "Technical Education" means the training courses offered by SELLER as set forth in Attachment C. (mm) "Tritel PCS Markets" means those areas within the customer markets set forth in Attachment K in which PURCHASER or its Affiliates has FCC licenses to provide PCS services. (nn) "Utilities Work" means the installation of electric and telephone utilities at the MSC and Cell Sites. Unless the context otherwise requires, the terms defined in Article I hereof or herein shall have the meanings therein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms defined herein. When a reference is made in this Agreement to a paragraph, such reference shall be to a paragraph of this Agreement unless otherwise indicated. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The use of a gender herein shall be deemed to include the neuter, masculine and feminine genders wherever necessary or appropriate. Whenever the word "herein" is used in this Agreement, it shall be deemed to refer to the Agreement and not to a particular paragraph of the Agreement unless expressly stated otherwise. ARTICLE 2 SCOPE OF AGREEMENT 2.1 Upon the terms and conditions herein set forth, PURCHASER hereby agrees to purchase from SELLER, and SELLER hereby agrees to sell, deliver, provide to PURCHASER and install in the Tritel PCS Markets, the Initial Configuration of the System, including the Equipment and Software and Installation therefor, as well as Documentation, Cell Site Configuration Engineering, MSC Configuration Engineering, Operations Support System Services, System Support Services, Professional Services and the other Services described herein which may be ordered by PURCHASER as part of the Initial Configuration. SELLER shall render such Services provided that PURCHASER is in compliance in all material respects with its obligations and requirements under this Agreement. At PURCHASER's option, additional markets may be designated for inclusion within the scope of this Agreement with SELLER's prior written Consent and utilizing the same pricing as provided for the Initial Configuration of the System. 2.2 The commitments of the Parties with respect to this Agreement or any Order thereunder shall be expressly conditioned upon PURCHASER having obtained and maintained an 6 effective FCC license as aforesaid and financing for the Market Area referenced in said Order. 2.3 During the Term of this Agreement, PURCHASER agrees to purchase a minimum of three hundred million dollars ($300,000,000.00) of Equipment, Software and Services from SELLER and to utilize SELLER as its exclusive Equipment provider in the Tritel PCS Markets, for all Expansions of Equipment and Software to the Initial Configuration. PURCHASER's minimum purchase commitment and grant of exclusivity is conditioned upon (i) SELLER continuing to make available to PURCHASER sufficient quantities of Equipment and Software, under the terms and conditions of this Agreement, to meet PURCHASER's needs, (ii) SELLER's compliance with this Agreement in all material respects, (iii) SELLER's continued ability to provide PURCHASER with first class quality, state of the art Equipment, Software and Services, (iv) SELLER's compliance in all material respects with any FCC requirements for its Equipment, Software and Services, and (v) SELLER's ability to provide Equipment, Software and Services which will enable PURCHASER to meet the AT&T Standards in all material respects. For purposes of this Section 2.3, "state of the art" means Equipment or Software, as applicable, which is the general functional equivalent in features, size and performance with equipment offered by any other PCS equipment vendor for sale in the United States. 2.4 SELLER shall, in accordance with the procedures set forth in Article 6, make available to PURCHASER Cell Site Facilities Engineering, Facilities Preparation Services, MSC Facilities Engineering, Professional Services, and such other Services as SELLER may from time to time offer to its customers. 2.5 SELLER hereby agrees to provide, upon request of PURCHASER, Technical Education in accordance with Attachment C, System Support Services in accordance with Attachment D and Installation for any Equipment and Software purchased under this Agreement. 2.6 PURCHASER hereby engages Seller to provide Installation for any MSC purchased under this Agreement. 2.7 SELLER will furnish PURCHASER, at no charge, one (1) set of Documentation (CD-ROM) as set forth in Attachment E for each of PURCHASER's MSC and Home Office locations. 2.8 Within a reasonable time after the Effective Date, SELLER shall, at no expense to PURCHASER, establish a Key Account Management ("KAM") organization. The KAM organization shall be located in offices in the metro Jackson, Mississippi area and shall be staffed at levels mutually agreeable to the parties hereto, and shall be provided to PURCHASER for the Term of this Agreement. 2.9 All Equipment and Software purchased by PURCHASER hereunder, other than Equipment purchased for repair and maintenance purposes, shall be new. For purposes of this Section 2.9 "new" shall mean Equipment and Software which has not been used In Revenue Service or for training or extended testing. 7 ARTICLE 3 TERM OF AGREEMENT This Agreement shall commence on the Effective Date hereof and continue for a period of five (5) years (hereinafter, the "Term") unless terminated on an earlier date as provided herein, except as to those provisions which by their express terms survive such termination. ARTICLE 4 PRICES 4.1 The prices, fees and discount schedules for the Initial Configuration, including the Equipment, Software, Installation, test equipment and spare parts, are set forth in Attachment A. Any such prices not set forth in Attachment A shall be no greater than SELLER's ATP Prices (as defined in Attachment A) in effect during the time of this Agreement, less any applicable discounts. SELLER represents, warrants and covenants to PURCHASER that ATP Partner Prices are and shall, for the Term be no greater than SELLER's United States list prices. 4.2 The prices, fees and discount schedules for Equipment, Software and Services ordered by PURCHASER for expansions to the Initial Configuration shall be those set forth in Attachment A, subject to the price variation provisions contained in Attachment O. Prices for Equipment, Software, Documentation and Services not set forth in Attachments A, C, and D, if not otherwise set forth in this Agreement, shall be no greater than SELLER's ATP Partner prices in effect at the time of ordering by PURCHASER. 4.3 The unit prices of the Equipment are delivered prices, with the Equipment delivered by common carrier to PURCHASER's job site. Notwithstanding the foregoing, if the Equipment is delivered to SELLER's storage facility prior to delivery to the job site, SELLER shall be responsible for any ordinary common carrier charges to deliver the Equipment from the storage facility to the job site. PURCHASER will be responsible for any additional abnormal costs for delivery by private or contract carriers (e.g., helicopter, cranes for high-rise buildings, permits to close roads). 4.4 The prices, fees and applicable discount schedules for Operations Support System Services are set forth in Attachment I. 4.5 The prices, fees and applicable discount schedules regarding Technical Education are specified in Attachment C. 4.6 If applicable, the prices, fees and applicable discount schedules regarding System Support Services is specified in Attachment D. 4.7 The prices, fees and applicable discount schedules regarding Professional Services are set forth in Attachment N. 4.8 The prices of Cell Site Facilities Engineering, MSC Facilities Engineering, and Cell Site Configuration Engineering (if Installation is not furnished by or purchased from SELLER) shall be determined by SELLER on a quote basis, but is subject to the application of the discounts referred to in Attachment A. 8 4.9 The price for Facilities Preparation Services shall be determined in accordance with the procedure set forth in paragraph 6.4. ARTICLE 5 TERMS OF PAYMENT 5.1 PURCHASER shall pay for the Initial Configuration Equipment and Software, in cash, as follows: (a) [CONFIDENTIAL TREATMENT RE QUESTED] of the mutually agreed-upon estimate of the total price of the Initial Configuration Equipment and Software shall be paid within thirty (30) days of (i) the Effective Date, or (ii) the closing of the SELLER finance facilities (described in Article 36), whichever is later, and invoice therefor; (b) An additional [CONFIDENTIAL TREATMENT REQUESTED] shall be paid within thirty (30) days of delivery to the location(s) specified in the applicable order within the Tritel PCS Markets and invoice therefor; (c) An additional [CONFIDENTIAL TREATMENT REQUESTED] shall be paid within thirty (30) days of Acceptance of the Initial Configuration as provided in paragraph 9.2 and invoice therefor; (d) The balance shall be due thirty (30) days from the correction of all Punch List items pertaining to such Network Element and invoice therefor. 5.2 PURCHASER shall pay for the Initial Configuration Installation, in cash, as follows: (a) [CONFIDENTIAL TREATMENT REQUESTED] shall be paid within thirty (30) days of Acceptance as provided in paragraph 9.2 and invoice therefor; (b) On a site-by-site basis, the balance shall be paid within thirty (30) days from the correction of all punch list items and invoice therefor. 5.3 PURCHASER shall pay the price in full for any Equipment and Software ordered for expansions to the Initial Configuration, in cash, within thirty (30) days after delivery and invoice therefor, unless any such expansion is installed by SELLER as a significant expansion, then in such case, within thirty (30) days after Acceptance and invoice therefor. 5.4 PURCHASER shall pay the price in full of Installation ordered for expansions to the Initial Configuration within thirty (30) days after Acceptance of the Equipment and Software installed and invoice therefor. 5.5 PURCHASER shall pay for Operations Support System Services in accordance with the terms set forth in Attachment I. 5.6 PURCHASER shall pay the price in full of each Technical Education course within thirty (30) days after completion and invoice therefor. SELLER hereby grants PURCHASER 9 an education and training credit equal to [CONFIDENTIAL TREATMENT Requested] to be used during the Term of this Agreement, but in no event shall usage of the credit exceed [CONFIDENTIAL TREATMENT REQUESTED] during the first year of the Term.. 5.7 Following the period in which System Support Services are provided to PURCHASER without charge, PURCHASER shall pay for System Support Services, in arrears, within thirty (30) days after invoice therefor. 5.8 PURCHASER shall pay for all other Services, including Facilities Preparation Services, Professional Services, Cell Site Facilities Engineering, MSC Facilities Engineering, and Cell Site Configuration Engineering (if Installation is not purchased from SELLER), within thirty (30) days after completion and invoice therefor. ARTICLE 6 ORDERS AND SCHEDULING 6.1 Attachment H sets forth all final engineering and preparatory details, and the time schedule therefor, necessary for delivery and Installation of the Initial Configuration. PURCHASER and SELLER shall be responsible for the successful completion of their respective responsibilities as set forth in Attachment F. 6.2 When PURCHASER desires to place an Order with SELLER for Equipment or Software for an expansion or improvement of the Initial Configuration, PURCHASER shall submit to SELLER the information reasonably necessary for the furnishing by SELLER of a proposal. SELLER shall within fifteen (15) working days, generate a proposal including documents corresponding to separate Attachments A, F and H for each such request which proposal shall include all applicable discounts. Upon acceptance of any such proposal by PURCHASER, PURCHASER and SELLER shall be responsible for the successful completion of their respective items according to the schedule therein set forth. 6.3 When PURCHASER desires to place an Order with SELLER for Professional Services, PURCHASER shall submit to SELLER all information in PURCHASER's possession or any information requested by SELLER reasonably necessary for the furnishing by SELLER of a proposal. Within fifteen (15) working days, thereafter, SELLER shall generate a proposal including a scope of work and schedule for each such request which proposal shall include a staffing schedule and a "not to exceed" price. Upon acceptance of any such proposal by PURCHASER, PURCHASER and SELLER shall be responsible for the successful completion of their respective items according to the schedule therein set forth. 6.4 (a) When PURCHASER desires to place an Order for any Facilities Preparation Services, PURCHASER shall submit to SELLER all information in PURCHASER's possession reasonably requested by SELLER necessary for the furnishing by SELLER of a proposal. SELLER shall within fifteen (15) working days, generate a proposal for each Facilities Preparation Service, which bid shall include the complete purchase price of such service, including, without limitation, all costs of equipment, materials and supplies, labor, transportation and other 10 related costs, terms of payment, and completion dates for such Services as well as a staffing schedule and a "not to exceed" price. In the case of any Facilities Preparation Service performed in accordance with this paragraph 6.4(a), SELLER shall be responsible for the execution, delivery, and timely performance of such Facilities Preparation Service. Upon acceptance of any such proposal by PURCHASER, SELLER shall render the applicable Facilities Preparation Services in accordance with the schedule therein set forth. (b) If PURCHASER rejects a proposal for Facilities Preparation Services submitted by SELLER under paragraph 6.4(a) above, PURCHASER may elect (i) to perform such Services itself, (ii) to have such Services performed on its behalf by a direct subcontractor of PURCHASER, or (iii) subject to SELLER's approval, which may be granted or withheld in SELLERS reasonable discretion, designate a third party subcontractor as the subcontractor of SELLER to perform such Services. (c) In the case of any Facilities Preparation Services performed pursuant to clauses (i) and (ii) of paragraph 6.4(b) above, SELLER shall have no responsibility whatsoever for such Services, notwithstanding that such Services may have been performed in accordance with suggestions from SELLER. (d) In the case of any Facilities Preparation Services performed in accordance with clause (iii) of paragraph 6.4(b) above, SELLER shall be responsible for the execution, delivery, and performance of such Services, but shall accept no responsibility for any delays of the third party subcontractor unless the subcontractor is selected or approved by SELLER. SELLER shall invoice PURCHASER the amounts charged by such subcontractor plus a fee to be mutually agreed upon by the parties, but not to exceed sixteen percent (16%) of the subcontractor's price as compensation for SELLER's role as prime contractor 6.5 Proposals submitted by SELLER pursuant to paragraphs 6.2 through 6.4 may be accepted by PURCHASER by issuance of PURCHASER's Order referencing or incorporating the proposal. SELLER shall acknowledge receipt of PURCHASER's Orders within three (3) working days. Orders issued pursuant to this Agreement shall be governed by and performed in accordance with the terms and conditions of this Agreement, unless the parties mutually agree otherwise in accordance with Article 16. 6.6 (a) Subject to Section 6.6(b), SELLER agrees to deliver Equipment and Software and perform Installation in accordance with Orders submitted by PURCHASER to SELLER, which Orders shall be in accordance with SELLER's standard delivery and Installation lead times being quoted at the time such Order is placed by PURCHASER (or, if shorter, delivery and lead times set forth in Attachment A), to SELLER's most favored customers under comparable conditions, which lead times shall in no event be greater than the lead times specified in Attachment A hereto. 11 (b) All Orders that are within SELLER's delivery and Installation lead times (as described in Section 6.6(a) above), and which are otherwise in accordance with the terms of this Agreement, shall be deemed automatically accepted upon receipt by SELLER. Should SELLER receive an Order with lead times that are shorter than SELLER's the above lead times, SELLER shall, within fifteen (15) working days, indicate in writing to PURCHASER whether such shortened lead times are acceptable. If SELLER shall deem a shortened lead time unacceptable, the parties hereto shall endeavor to agree upon lead times that are mutually acceptable. Should SELLER not notify PURCHASER of its non-acceptance of a shortened lead time within fifteen (15) working days of its receipt of the Order containing the shortened lead time, such Order shall be deemed accepted without any further confirmatory action by either party. 6.7 No provisions or data on an Order or in subordinate documents (such as shipping releases) or any form originated by PURCHASER or SELLER shall be incorporated in this Agreement unless the provisions or data merely supply information contemplated by this Agreement but do not vary the provisions of this Agreement. Whenever any such provisions conflict with this Agreement, this Agreement shall control unless the parties expressly otherwise agree in writing. ARTICLE 7 ORDER DELAY/CANCELLATION 7.1 By providing Notice at least forty-five (45) days prior to the scheduled delivery of any Order or combination of Orders, PURCHASER may, without penalty or additional cost direct in writing that SELLER's delivery of such Order(s) be delayed by not more than one hundred twenty (120) days, except that PURCHASER may exercise such delay directive one time only during the Term of this Agreement. PURCHASER may at any time prior to delivery of the applicable Equipment or Software, cancel, in whole or in part, any Order other than (a) the Initial Configuration, (b) any Order for an MSC Configuration, or (c) any Order after Installation of ordered items has materially commenced, even if delivery of the entire Order has not been completed. In the event of a cancellation permitted hereunder, PURCHASER shall pay to SELLER Order cancellation charges in accordance with Attachment Q. PURCHASER reserves the right, without penalty or additional cost, to direct changes in the scheduled delivery location of any Order(s) so long as such changes are communicated to SELLER at least ten (10) working days prior to the scheduled delivery. 7.2 PURCHASER may, at any time prior, to their completion, cancel any Services ordered hereunder which are optional and not part of the Initial Configuration; provided, however, that PURCHASER shall pay SELLER for all Services performed prior to such cancellation at the prices set forth in Attachment A or as otherwise agreed. ARTICLE 8 INSTALLATION 8.1 (a) As provided in Attachment F, either PURCHASER or SELLER shall install the Equipment and Software at the sites to be selected by PURCHASER so as to be ready for Acceptance Tests with regard to the Initial Configuration in accordance 12 with the procedures set forth in the applicable provisions of SELLER's then current installation manual(s) and the time schedule set forth in Attachment H. (b) When Installation of Equipment or Software not comprising part of the Initial Configuration of a System is ordered by PURCHASER from SELLER, SELLER shall Install the Equipment and Software at the sites to be selected by PURCHASER in accordance with (i) Installation specifications prepared by SELLER, and (ii) the time schedules set forth in the applicable Attachment H. (c) SELLER shall perform Installation, activation of Software and any other Services ordered hereunder, with regard to a System or other systems networked to the System, so as to cause no unreasonable interference with service to subscribers, System performance, billing, administration or maintenance. SELLER shall (i) advise PURCHASER whenever such Installation, activation of Software or other Services will or are likely to cause such interference to a System or such networked systems, and (ii) use its reasonable best efforts to work with PURCHASER to prevent or minimize such interference. 8.2 As provided in Attachment F, either PURCHASER or SELLER shall install the System so as to cause no unreasonable interference with or obstruction to lands and thoroughfares or rights of way on or near which the Installation work may be performed. The party installing the Equipment shall exercise every reasonable safeguard to avoid damage to existing facilities, and if repairs or new construction are required in order to replace facilities damaged by the party installing the Equipment due to its carelessness or negligence, such repairs or new construction shall be at the installing party's own expense. ARTICLE 9 ACCEPTANCE TESTING AND ACCEPTANCE 9.1 Attached as Attachment J are descriptions of acceptance testing ("Acceptance Tests") to be conducted, and deliverables related thereto (e.g., test results, inventory reports, Acceptance Certificates, initial tests, RF call tests, RF tuning, handoff tests, border tests), regarding Installation of the Initial Configuration Equipment and Software (and, as applicable, regarding Installation of Equipment and Software added to the Initial Configuration) to demonstrate that the Equipment and Software installed by SELLER will operate in accordance with the requirements of this Agreement and the Specifications. Such Acceptance Tests shall include separate procedures for testing (i) Cell Site Configuration Installation and integration, (ii) MSC Configuration Installation and integration, and (iii) System radio frequency coverage, radio network initial tuning and handoff parameters. 9.2 (a) SELLER shall notify PURCHASER as soon as it knows, but at least ten (10) days before, the date on which Acceptance Tests shall be conducted. Not more than once for each identical set of Acceptance Tests and at least twenty (20) days before any Acceptance Test is conducted, SELLER shall provide PURCHASER with detailed test instructions, procedures and schedules relating to the scheduled Acceptance Test. At the first practicable date thereafter, SELLER and 13 PURCHASER shall each sign off on any pretest forms provided as part of the particular Acceptance Test being conducted. If PURCHASER or its nominee does not attend the Acceptance Tests, SELLER shall proceed with the tests and immediately forward the test results to PURCHASER. (b) If the Equipment, Software or the System, as a whole, comprising the Initial Configuration does not fulfill the requirements of the Acceptance Tests, SELLER shall, at its expense, correct the defects as soon as practicable; provided, however, that SELLER shall not be obligated to correct deficiencies in the System Caused by PURCHASER's radio frequency design for the System. SELLER shall also provide PURCHASER with detailed documentation of the severity of any defect, the impact upon system functionality and performance and the targeted date by which SELLER expects to remedy the defect. The Acceptance Tests (or so much of them as necessary) shall be recommenced immediately after such correction in accordance with this Article 9. (c) Upon the successful completion of any Acceptance Tests conducted by SELLER, SELLER shall submit to PURCHASER an Acceptance Certificate certifying (i) successful completion of the Acceptance Tests, (ii) the Equipment and Software, to that stage completed, have been installed in accordance with the requirements of this Agreement and the Specifications, subject to documented resolution of minor punch list items, and (iii) that the System (or System segment) is ready to be placed In Revenue Service. PURCHASER shall acknowledge same by signing the Acceptance Certificate prior to the System (or System segment) being placed In Revenue Service. At such time, punch list items will be identified and the Equipment, Software or Installation covered by such certificate shall be deemed "Accepted" (i.e., "Acceptance" shall have occurred). PURCHASER may ---------- add bona fide (e.g., non-cosmetic) items to the punch list up to fifteen (15) days after Acceptance.. Defects in components any arising after Acceptance that are covered by Article 13 shall not be considered punch list items. SELLER shall, as promptly as reasonably practicable, complete and correct all punch list items. Upon resolution of punch list items by SELLER, SELLER shall submit to PURCHASER, and PURCHASER shall sign, a certificate verifying that no further punch list items remain unresolved. In the event of any dispute as to the results of any Acceptance Tests, such dispute shall be resolved by a Third Party Engineer selected pursuant to paragraph 23. 1. (d) Only service affecting deficiencies identified in Attachment J, in conjunction with this Article 9, shall be grounds for delay of Acceptance of the System. (e) PURCHASER's use of any part of the Initial Configuration Equipment In Revenue Service prior to the in-service date(s) as shown in Attachment H, or the Acceptance Date determined in accordance with subparagraph (c) of this paragraph 9.2, shall constitute Acceptance of such part of the Initial Configuration, and the date PURCHASER first uses any item of Equipment In Revenue Service shall be the Acceptance Date for such item of Equipment. Equipment ordered for expansions to an Initial Configuration shall, for purposes 14 of Articles 13 and 17, be deemed to be Accepted by PURCHASER upon delivery, or in the case of significant expansions installed by SELLER, upon Acceptance. ARTICLE 10 DELAY 10.1 (a) If Caused by the fault or negligence of SELLER, Installation and Acceptance of the Initial Configuration does not occur within the period stated in Attachment H (as such period may be extended pursuant to the terms of this Agreement), PURCHASER shall be entitled to, and SELLER shall pay to PURCHASER, damages in accordance with this paragraph 10.1. (b) The Parties agree that damages for delay are difficult to calculate accurately and, therefore, agree to fix as liquidated damages, and not as a penalty, an amount determined in accordance with the table in paragraph 10.1(c). The amount of liquidated damages shall be calculated by multiplying the applicable percentage for each week or fraction of a week of delay times the Equipment and Software charges which comprise or are to comprise the Initial Configuration and which have not been placed In Revenue Service within the period scheduled for Acceptance as set forth on Attachment H as a result of such delay ("Delayed Equipment and/or Software"). If any portion official Initial Configuration is In Revenue Service, the percentage per week amount shall be imposed only against the full price of all Delayed Equipment and/or Software, but shall not in any event exceed [CONFIDENTIAL TREATMENT REQUESTED] thereof. Liquidated damages shall be in addition to PURCHASER's other remedies under this Agreement, particularly Paragraph 24. If SELLER's delay exceeds eight (8) weeks PURCHASER may, at its sole option, terminate any exclusivity provisions of this Agreement. (c) LIQUIDATED DAMAGE TABLE Weeks Late (Full or Partial) Percentage ---------------------------- --------------------------------------- 0 through 2 [CONFIDENTIAL TREATMENT REQUESTED] 3 through 4 [CONFIDENTIAL TREATMENT REQUESTED] 5 through 6 [CONFIDENTIAL TREATMENT REQUESTED] 7 through 8 [CONFIDENTIAL TREATMENT REQUESTED] 9 and above [CONFIDENTIAL TREATMENT REQUESTED] 10.2 Any delay caused by PURCHASER shall entitle SELLER to: (a) A day-to-day delay in performance of SELLER's obligations, or a longer equitable adjustment if SELLER has reassigned Installation personnel or suspended deliveries of Equipment as a result of PURCHASER's delay; and (b) Unless covered by Article 7, reimbursement of (i) any reasonable out-of-pocket expenses incurred by SELLER for subcontractor labor charges, extra storage or 15 delivery charges, (ii) salaries of SELLER's Installation personnel, and (iii) if applicable, capital costs on delayed Equipment Caused by PURCHASER's delay or the resumption of work following such delay; provided, however, that SELLER shall use reasonable efforts to minimize such expenses by working around delays caused by PURCHASER. 10.3 (a) Neither SELLER nor PURCHASER will be liable for nonperformance or defective or late performance of any of their obligations hereunder to the extent and for such periods of time as such nonperformance, defective performance or late performance is due to acts of God, war (declared or undeclared), unforeseeable acts (including failure to act) of any governmental authority (de jure or de facto), riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, earthquakes, storms, sinkholes, epidemics, strikes, (other than strikes of such party's own (or its Affiliates' own) employees), or delays of suppliers or subcontractors if no equivalent source for such supplies or services can reasonably be obtained for the same causes. (b) The party claiming the benefit of excusable delay hereunder shall promptly notify the other of the circumstances creating the delay and provide a statement of the impact. ARTICLE 11 PURCHASER'S AND SELLER'S RESPONSIBILITIES 11.1 Attachment F is the responsibility matrix that details those obligations for which SELLER and PURCHASER are respectively responsible. 11.2 The obligations as set forth in Attachment F shall be performed in a timely fashion in accordance with the schedule set forth in Attachment H, or with respect to items inadvertently omitted from Attachment F, in a timely fashion on reasonable notice. Any delay by either party shall be subject to Article 10 of this Agreement. 11.3 PURCHASER shall provide SELLER complete access to the System and agrees that SELLER may, upon reasonable advance Notice to PURCHASER (and with PURCHASER's Consent) and at reasonable times and only when necessary, interrupt operation of the System while conducting testing or correcting deficiencies. SELLER shall use all best efforts to minimize the length and impact of any such interruption of operation. 11.4 Each party shall provide all information in its possession that is reasonably necessary to properly install the System or as otherwise required by either party to perform its obligations under this Agreement. 11.5 PURCHASER shall be responsible for all site acquisition, zoning and permitting. 11.6 PURCHASER shall be responsible for and shall provide security for safeguarding the Cell Sites and MSC(s). This security shall be provided prior to the commencement of any SELLER activities at such locations. 16 11.7 SELLER shall be responsible and provide, at its expense, storage facilities for Equipment delivered by SELLER under this Agreement until the later of (i) completion of SELLER's installation activities relating to the Initial Configuration or (ii) such time as PURCHASER provides storage facilities. ARTICLE 12 LICENSES, PERMITS AND APPROVALS 12.1 Any licenses, permits or approvals required by any Federal, state, or other governing authority relating to the manufacture, type acceptance, importation, safety or use of the Equipment throughout the United States or any state shall be the sole responsibility and expense of SELLER. Any licenses, permits or approvals required by any Federal, state or local governing authority relating to use of the Equipment or System in a specific locality shall be the sole responsibility of PURCHASER. Upon request, the responsible party shall furnish evidence that such licenses or permits have been obtained and are in force. 12.2 Each party shall be responsible for ensuring that it and its subcontractors are and remain eligible under local laws to perform the work under this Agreement in the various jurisdictions involved. 12.3 PURCHASER agrees to reasonably assist SELLER, at SELLER's expense, to obtain and maintain (i) licenses,, permits or approvals for importation, re-exportation of the Equipment and Software on a duty and customs free basis and (ii) entry or work permits or visa required for personnel engaged by SELLER to perform work under this Agreement. ARTICLE 13 WARRANTIES 13.1 (a) SELLER warrants that, for a period of [CONFIDENTIAL TREATMENT REQUESTED] from the date of Acceptance, (the "Warranty Period"), Equipment and the Installation thereof shall conform with and perform the functions set forth in the Specifications and shall be free from defects in material or workmanship which impair service to subscribers, System performance, billing, administration or maintenance. If SELLER becomes aware of or is notified in writing by PURCHASER of any such defects in material or workmanship or nonconformity with Specifications within the Warranty Period, SELLER shall, at its election and expense, repair or replace any such defective Equipment or Installation. Such repair or replacement includes material, labor and Services, and shall, except as otherwise provided herein, be PURCHASER's sole remedy and SELLER's sole obligation in the event this warranty is breached. Any Equipment or Installation so repaired or replaced shall likewise be covered by the warranty set forth in this paragraph 13.1 for the remainder of the original warranty period or ninety (90) days, whichever is greater. (b) If PURCHASER claims a breach of warranty under this paragraph 13.1, it shall notify SELLER promptly in writing of the claimed breach. If SELLER becomes aware of any breach of warranty it shall notify PURCHASER promptly of such breach, the severity of the breach and the expected resolution date of such breach. 17 PURCHASER shall allow SELLER to inspect the Equipment or Software at PURCHASER's location, or, upon SELLER's reasonable request, return the Equipment to SELLER's U.S. repair facility, provided, however, PURCHASER shall not be obligated to remove or return any Equipment other than small circuit board components (excluding radios) nor shall it be required to remove or return any item which would materially interrupt service or other features of PURCHASER's System unless SELLER provides and installs temporary replacement items at SELLER's expense. (c) During the Warranty Period, electronic circuit board components, RBS subassemblies and other Equipment (which may be de-installed and reinstalled by PURCHASER in the ordinary course of business) will be repaired or replaced, with PURCHASER responsible for fault isolation (except to the extent that PURCHASER could not have reasonably been expected to isolate such fault without the assistance of SELLER), removal of defective boards, subassemblies or Equipment and replacement from spare stock (except to the extent that such removal and replacement requires the specialized expertise of SELLER), and packing and shipping to SELLER's U.S. repair facility. PURCHASER will maintain a stock of spare board components, subassemblies or other Equipment as recommended by SELLER for this purpose. SELLER's recommendation shall be accompanied by and based upon its mean time between failure analysis regarding such board components, subassemblies and Equipment, and such recommendation and supporting data shall be updated no less than quarterly. In the event that PURCHASER experiences board component, subassembly or Equipment failures that materially exceed the number and frequency of such failures contemplated by the spare board component, subassembly and Equipment stock recommended by SELLER, at the request of PURCHASER, SELLER shall supply to PURCHASER additional spare board components, subassemblies and Equipment of each type so depleted, as necessary to maintain an adequate emergency replacement stock, without charge to PURCHASER, until implementation of a permanent remedy. Upon implementation of such remedy of (i) all excess items supplied under this paragraph shall be returned to SELLER, and (ii) all in-service and spare stocks of such items which are the subject of the corrections contemplated by this paragraph 13(c) shall be updated, at no charge to PURCHASER, to the revision level incorporating the permanent remedy. (d) In the event that, during the Warranty Period, PURCHASER experiences failures of Equipment (other than electronic circuit board components, RBS subassemblies or other Equipment which may be de-installed and reinstalled by PURCHASER in the ordinary course of business), which PURCHASER believes in good faith to be excessive, PURCHASER shall bring such failures to the attention of SELLER by giving written notice to SELLER under Article 29 hereof, and SELLER shall give high priority to the remedy of the cause of the failures. If during the period prior to the implementation of a permanent remedy, the supplying to PURCHASER by SELLER of additional items of such Equipment is inappropriate, SELLER agrees during such period to negotiate in 18 good faith for adjustments commensurate with the operational and/or financial effect upon PURCHASER caused by such failures. (e) Freight charges incurred in connection with SELLER's obligations under this paragraph 13.1 shall be borne by SELLER, unless the Equipment returned is not defective or otherwise not covered by SELLER's limited warranty, in which case PURCHASER shall pay for all freight charges between PURCHASER's point of origin and SELLER's U.S. repair facility. 13.2 SELLER warrants that during the Warranty Period, the Software, Software Updates, Software Enhancements and Software Features shall conform with and perform the functions set forth in the Specifications, and shall be free from defects in material and workmanship which impair service to subscribers, System performance, billing, administration or maintenance. If during the Warranty Period, SELLER becomes aware of or is notified that the Software is defective or fails to so perform, SELLER shall correct such defects or failure and ensure that the Software, Software Updates, Software Enhancements and Software Features conform with, and perform the functions set forth in, the Specifications. SELLER's obligation under this warranty is limited to correction of any Software, Software Update, Software Enhancement or Software Feature failures and, except as otherwise provided herein, SELLER's performance thereof shall be PURCHASER's sole remedy in the event this warranty is breached. For additional Software purchased in accordance with Article 6, a new Warranty Period shall apply as described above except that the new Warranty Period shall only apply with respect to new functions (as specified in the additional Specifications) and the new Warranty Period shall begin on the date of Acceptance. 13.3 SELLER will return to PURCHASER the repaired or replaced Equipment or provide the remedy for the defect in Software or Installation within twenty (20) working days from the date PURCHASER makes a request for service under this warranty to Equipment, Software or Installation not materially impairing service with respect to subscribers, System performance, billing, administration or maintenance. 13.4 SELLER agrees to commence work under this warranty on all Equipment, Software or Installation defects materially impairing service to subscribers, System performance, billing, administration or maintenance as soon as practicable, but in no event later than eight (8) hours after notification of such defect, and will cure such defect as promptly as practicable. 13.5 SELLER shall maintain a Technical Assistance Center in the United States or Canada, and during the relevant warranty period shall make such support center available to PURCHASER twenty-four (24) hours per day free of charge to PURCHASER. During the Warranty Period. SELLER shall provide PURCHASER with a KAM organization at no additional charge to PURCHASER. Upon the expiration of the Warranty Period. SELLER and PURCHASER agree to negotiate, in good faith and within a reasonable time period, a System Support Services Agreement based on a KAM organization and including Hardware Repair and Replacement, Software Maintenance, and Consultation Services, the prices for which shall not exceed the prices specified in Attachment D. 19 13.6 If any Equipment or Software is rendered inoperative as a result of a natural or other disaster, SELLER will make all reasonable efforts to supply at PURCHASER's expense, help locate backup or replacement Equipment or Software for PURCHASER by using its reasonable best efforts to obtain the waiver of any delivery schedule priorities and by making replacement Equipment or Software available at PURCHASER's expense, from the facility then producing such products, or from inventory. 13.7 SELLER's limited warranty under this Article 13 shall not apply to: (a) damage or defects Caused by PURCHASER's negligence, including, but not limited to: (i) Exposure of Equipment or Software by PURCHASER to environmental conditions other than those specified in Attachment G, or use by PURCHASER other than in accordance in all material respects with written instructions furnished by SELLER; (ii) Material modification by PURCHASER of Equipment or Software without SELLER's written Consent; (iii) Interaction with the System caused by PURCHASER's use of equipment or software not purchased under this Agreement, unless SELLER has represented in writing that such equipment or software is compatible with the System; (iv) Operation or servicing of the System by PURCHASER's personnel or contractors who have not received Technical Education from SELLER commensurate with the operational or servicing tasks performed by such personnel. (v) PURCHASER has not implemented, within ninety (90) days from receipt, for fault preventive purposes, the Software Updates in the System that SELLER supplies to PURCHASER with from time to time during the Warranty Period, provided, however, that such Software Update would have prevented the damage or defect to which the warranty claim relates. (b) Any Equipment or Software damaged by accident or disaster, including without limitation, fire, flood, wind, water, lightning or power failure; or (c) Incidental hardware normally consumed in operation or which has a normal life inherently shorter than the term of this Agreement (e.g., fuses, lamps, magnetic tape). 13.8 PURCHASER shall reimburse SELLER for SELLER's reasonable out-of-pocket expenses incurred, at PURCHASER's request, in responding to and/or remedying Equipment, Software, or service deficiencies not covered by the warranties set forth 20 herein or under a System Support Services Agreement between SELLER and PURCHASER. 13.9 If SELLER purchases or subcontracts for the manufacture of any part of the System or the performance of any of the Services to be provided hereunder from a third party, the warranties given to SELLER by such third party shall inure, to the extent applicable or permitted, to the benefit of PURCHASER, and PURCHASER shall have the right to enforce such warranties directly or through SELLER. The warranties of such third parties shall not be in lieu of any warranties given by SELLER under this Agreement. If PURCHASER independently purchases any third party equipment or software to be used with or as part of the System, PURCHASER agrees to obtain warranty or maintenance service solely from such third party providers of equipment and/or software, and PURCHASER will provide SELLER with proof of such maintenance support. 13.10 THE LIMITED WARRANTIES IN THIS ARTICLE 13 CONSTITUTE THE ONLY WARRANTIES OF SELLER WITH RESPECT TO THE EQUIPMENT OR SOFTWARE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE MADE BY SELLER ON BEHALF OF ANY OTHER PARTY FROM WHOM EQUIPMENT MAY HAVE BEEN INDEPENDENTLY PURCHASED BY PURCHASER. SELLER's warranty obligations under this Article 13 shall not be enlarged, diminished or affected by, and no warranty obligation or liability shall arise from SELLER's performance of System Support Services or other advice or service made in connection with the System. 13.11 With regard to Equipment or Software that is covered by contractual warranty or extended warranty maintenance as of January 1, 2000, ("Covered Product"), SELLER warrants that the Covered Products will be able to accurately process date data from, into and between the twentieth and the twenty-first centuries, including leap year calculations and correct handling of the date September 9, 1999, provided that; (i) all products (including software products) not delivered by or licensed from SELLER under this Agreement and used with the products, properly exchange date and data; (ii) the products are used under normal conditions and in accordance with the Specifications; and (iii) PURCHASER has installed the latest software update or software corrections offered or supplied by SELLER and creating functional ability to handle conversion to the twenty-first century. In the event of a breach of this warranty SELLER shall, if it receives Notice before the 1st of July 2000, at its option and without undue delay, correct or replace the non-compliant Covered Products, without charge to PURCHASER, by providing PURCHASER with the latest product software update or correction creating functional 21 ability to accurately process date data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and the twenty-first centuries, including leap year calculations. THE WARRANTY GIVEN IN THIS ARTICLE CONSTITUTES THE ONLY WARRANTY AND OBLIGATION MADE BY SELLER WITH RESPECT TO THE COVERED PRODUCTS' ABILITY TO ACCURATELY PROCESS DATE DATA FROM, INTO AND BETWEEN THE TWENTIETH AND THE TWENTY-FIRST CENTURIES, INCLUDING LEAP YEAR CALCULATIONS AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES TO BE USED IN CASE OF A BREACH OF THE ABOVE WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER UNDER THIS WARRANTY FOR ANY INACCURACIES, DELAYS, INTERRUPTIONS OR ERRORS AS A RESULT OF (I) RECEIVING DATE DATA FROM ANY NON-SELLER PRODUCTS, SOFTWARE OR SYSTEMS IN A FORMAT THAT IS INCONSISTENT WITH THE FORMAT AND PROTOCOLS ESTABLISHED FOR THE COVERED PRODUCTS OR (II) ANY CHANGE, MODIFICATION, UPDATE OR ENHANCEMENT MADE OR ATTEMPTED TO BE MADE TO THE COVERED PRODUCTS BY PARTIES OTHER THAN BY SELLER, OR FOR ANY LOSS OF PRODUCTION, LOSS OF USE, LOSS OF BUSINESS, LOSS OF DATA OR REVENUE OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NOTHING IN THIS WARRANTY SHALL BE CONSTRUED TO LIMIT ANY RIGHTS OR REMEDIES THE BUYER MAY OTHERWISE HAVE UNDER OTHER WARRANTIES UNDERTAKEN BY SELLER WITH RESPECT TO DEFECTS OTHER THAN THE ABILITY TO ACCURATELY PROCESS DATE DATA. BUYER UNDERSTANDS AND AGREES THAT THE ABOVE MENTIONED WARRANTY IS NOT APPLICABLE TO ANY OTHER GOODS OR PRODUCTS DELIVERED OR PROVIDED BY SELLER THAT ARE NOT COVERED PRODUCTS. 13.12 In addition to and not in limitation of any other warranties provided hereunder, SELLER warrants that the Equipment and Software will enable the System to be operated in full compliance in all material respects with all federal, state and local laws, regulations and codes, including, without limitation, all FCC regulations, rules and policies. 13.13 SELLER shall comply with the legal requirements for advanced lawful intercept under the Communications Assistance for Law Enforcement Act of 1994, as well as Enhanced 911 and TTY service requirements upon the schedule required by law, including any extensions that may be granted as provided below. The price for any features to implement the above shall be commercially reasonable and shall be identified by SELLER as the features are further along in the development process. If SELLER is unable to meet the legally required implementation date for the above matters, PURCHASER will seek a reasonable extension of such date upon written request by 22 SELLER. If granted such an extension, SELLER's failure shall not be deemed to be a default of this Agreement. SELLER shall promptly reimburse PURCHASER for its reasonable legal and other expenses in requesting such extension, whether or not granted. Should PURCHASER be fined or otherwise have a monetary forfeiture imposed upon it by a governmental agency for PURCHASER's failure to meet the above requirements where such failure is due to SELLER's inability to timely deliver such feature, SELLER shall reimburse PURCHASER for the same. ARTICLE 14 CONFIDENTIAL INFORMATION 14.1 (a) The parties hereto agree, except as may be required to comply with any applicable law, regulation or order of any governmental or other authority, including the trier of fact under Article 23, to: (i) maintain, or cause to be maintained, the confidentiality of Confidential Matters of the other party and not disclose, or permit to be disclosed, any such Confidential Matters, unless authorized in writing by such other party; (ii) not use, or permit to be used, any such Confidential Matters, except in accordance with the scope of this Agreement; (iii) restrict or cause to be restricted, disclosure of such Confidential Matters to its respective officers, employees, and agents and those Affiliates and their respective officers, employees and agents who need to know such Confidential Matters in the performance of work relating to the subject matter of this Agreement (it being understood that such Affiliates and their respective officers, employees and agents shall be informed of the confidential nature of such Confidential Matters and shall be directed to treat such Confidential Matters confidentially and not use such Confidential Matters other than for the purpose described above); and (iv) take precautions necessary or appropriate to guard the confidentiality of such Confidential Matters. (b) If any party becomes obligated to disclose Confidential Matters pursuant to an order of any governmental or other authority, such party shall notify the other party so that such other party shall have the opportunity to seek a protective order or other appropriate remedy that will permit such party to avoid such disclosure. In the event that such protective order or other remedy is not obtained, such party will disclose only that portion of the Confidential Matters as it is obligated to disclose pursuant to such order, and will use all reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Matters so disclosed. 14.2 Notwithstanding the provisions of Article 23 of this Agreement the parties agree that SELLER may enforce provisions of Article 19 and this Article 14 regarding restrictions 23 on use and transfer and obligations of confidentiality with respect to the Software by an action for injunctive relief or other equitable remedies. 14.3 Except as expressly provided herein, nothing contained in this Agreement shall be construed or deemed to grant, either directly or indirectly or by implication, any license under any existing or future intellectual property rights of SELLER. ARTICLE 15 CONTINUITY OF EXPANSION FUNCTIONALITY 15.1 For a period of four (4) years following the expiration of this Agreement, SELLER shall make available for sale to PURCHASER, at SELLER's then current prices, Equipment and Software to enable PURCHASER to expand the System, which Equipment and Software will provide equivalent functionality for and shall be fully compatible with the System, or any other system supplied by SELLER to AT&T Wireless Services, Inc. or its Affiliates or successors so long as PURCHASER maintains an affiliation with AT&T Wireless Services, Inc. or its Affiliates or successors. 15.2 SELLER may at any time cease production or purchase, as the case may be, of any part of a System so long as SELLER maintains a sufficient inventory of Equipment and Software to meet its obligations pursuant to Section 15.1 above. In the event that such discontinuance of production or purchase is in anticipation of migration to new generation Equipment which is not compatible with that purchased by PURCHASER hereunder, SELLER shall notify PURCHASER of its intent to discontinue production or purchase, as the case may be, specifying the approximate number of such items of Equipment, Software or other parts SELLER then has in inventory, sufficiently in advance of the final production run or purchase to allow PURCHASER to purchase any additional items of Equipment, Software or other parts it may desire for inclusion in such final production run or purchase. ARTICLE 16 AMENDMENTS The terms and conditions of this Agreement, including the provisions of the Attachments, may be amended by mutually agreed contract amendments. Each amendment shall be in writing and shall identify the provisions to be changed and the changes to be made. Contract amendments shall be signed by duly authorized representatives of SELLER and PURCHASER. Any acknowledgment form or other form of SELLER or PURCHASER containing terms and conditions of sale or purchase shall not have the effect of modifying the terms and conditions of this Agreement, and all deliveries and Installation of goods and performance of Services by SELLER shall be deemed to be only upon the terms and conditions of this Agreement. ARTICLE 17 TITLE; RISK OF LOSS 17.1 Title to each item of Equipment shall pass to PURCHASER upon delivery to PURCHASER's job site. Prior to acquiring title to the Equipment, PURCHASER shall not cause or permit the System or any portion of it to be sold, leased or subjected to a lien or other encumbrance. 24 17.2 Risk of loss to each item of Equipment shall pass to PURCHASER upon delivery to PURCHASER's job site. ARTICLE 18 INSURANCE 18.1 SELLER shall maintain and keep in force all risk insurance, in form and substance and with insurers reasonably satisfactory to PURCHASER, covering all Equipment delivered to PURCHASER the risk of loss to which has not passed to PURCHASER, and shall furnish PURCHASER with proof that such insurance has been obtained and is in force. 18.2 Upon risk of loss passing to PURCHASER, PURCHASER shall maintain and keep in force all risk insurance, in form and substance and with insurers reasonably satisfactory to SELLER, covering all Equipment delivered to PURCHASER the title to which has passed to PURCHASER, and shall furnish SELLER with proof that such insurance has been obtained and is in force. 18.3 SELLER shall at all times while performing Services on PURCHASER's premises carry insurance with limits not less than the limits described as follows: (a) Employer's General Liability - Limits $2,000,000. (b) Comprehensive General Public Liability: $2,000,000 single limit bodily injury and property damage combined; such coverage shall include a broad form liability rider, completed operations coverage rider and contractual liability rider. (c) An umbrella policy with $1,000,000 single limit bodily injury and property damage combined. (d) Workmen's Compensation (Statutory limits in state or states in which this Agreement is to be performed). 18.4 Upon request, each party shall provide the other with certificates of insurance (i) evidencing the insurance to be carried under this Article 18 and in the case of the insurance required under Paragraph 18.3, naming the other party as an additional insured, and (iii) including provisions that such insurance policy(ies) shall not be subject to cancellation, expiration or reduction without thirty (30) days written notice to the other party. 18.5 Notwithstanding the requirements as to insurance to be carried, the insolvency, bankruptcy or failure of any insurance company carrying insurance for either party, or failure of any such insurance company to pay claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve either party from any obligations under this Agreement. 18.6 The parties waive all rights against each other and against their separate subcontractors, and all other subcontractors for damages caused by negligence, fire or other perils to the extent covered by liability or any other property insurance purchased as required by this Agreement, except such rights as they may have to the proceeds of such insurance. 25 ARTICLE 19 SOFTWARE 19.1 Except as may be limited by the terms of this Agreement, SELLER grants PURCHASER a perpetual, royalty-free Right-to-Use ("RTU") license for the Software (including Software Updates, Software Enhancements and Software Features) delivered to PURCHASER under this Agreement for which PURCHASER has paid the appropriate license fees. Fees for any Software licensed on a "pay-as-you-grow basis" or on an added functionality basis will be calculated on an annual basis based on the same pricing criteria as was used in determining the initial license fee (e.g., number of sectors, switch reports, features, Network Elements, servers, or subscribers). PURCHASER agrees to provide SELLER with information necessary and appropriate for calculation of such fees or otherwise agree to SELLER's right to obtain such information during the regular course of its business, and SELLER agrees to limit the use of such information to the calculation and invoicing of such fees. PURCHASER's right to continued use of Software licensed on a pay-as-you-grow basis or otherwise used In Revenue Service Will be contingent upon the payment of appropriate fee adjustments within thirty (30) days of invoice therefor, subject to any bona fide disputes regarding amounts due as a result of threshold "pay-as-you-grow" fee adjustments. 19.2 PURCHASER acknowledges that the Software is the property and confidential proprietary information of SELLER or third party licensors. Title and ownership rights to Software, including any reproductions, modifications or derivatives thereof, shall remain at all times with SELLER or third party licensors. PURCHASER may not sell, assign, transfer, license, or otherwise make available the Software to any third party, except as provided herein, nor shall PURCHASER adapt or create any derivative work using the Software or decompile or reverse engineer the Software without the prior written Consent of SELLER. PURCHASER may not copy or duplicate the Software, except that PURCHASER may make one (1) copy of the Software for each of its MSC and its Home Office locations for back-up or archival purposes, provided such copies bear all copyright or other proprietary notices as are contained on the original copy (or as SELLER may reasonably require from time to time). PURCHASER shall not alter or remove any copyright or other proprietary notices on or in copies of the Software. In no event may PURCHASER, other than as set forth in paragraphs 19.4 and 28.2 hereof, sell, assign, transfer, license, or otherwise make available any of the Software to any person not purchasing the System, in whole or in part. Except as expressly permitted in this Article 19 and in Article 28, PURCHASER agrees not to disclose or cause to be disclosed the Software to any person other than employees and contractors of PURCHASER duly authorized to use the Software on PURCHASER's behalf and who have been informed by PURCHASER of the use and disclosure restrictions set forth herein. 19.3 The Software supplied under this Agreement shall not, without SELLER's prior written Consent, which shall not be unreasonably withheld, be implemented on or used to directly control hardware other than that purchased under this Agreement, except for hardware which is capable of interfacing with the System at a point of open interface. 19.4 PURCHASER may transfer this RTU Software license to any subsequent Purchasers of all or part of the System (on a market by market basis) from PURCHASER without 26 further approval of SELLER provided the subsequent Purchasers are purchasing markets or portions of PURCHASER's markets and are not direct competitors of SELLER and further provided the subsequent Purchasers agree in a writing delivered to SELLER to assume PURCHASER's obligations set forth in this Agreement relating to the Software. 19.5 Modifications of the Software made by SELLER which constitute Software Enhancements or Software Features will be made available to PURCHASER on an RTU license basis at the prices set forth in Attachment A, and if not therein set forth, at no greater than SELLER's then current ATP price, including discounts therefor. Software Updates shall be provided to PURCHASER without charge during the Warranty period. Thereafter, Software Updates shall be made available to PURCHASER pursuant to agreements for System Support Services, except any Enhancements released within one hundred eighty (180) days of this Agreement shall be made available to PURCHASER at no additional cost. 19.6 Notwithstanding the provisions of Article 23 of this Agreement the parties agree that SELLER may enforce provisions of this Article 19 regarding restrictions on transfer and confidentiality of the Software by an action for injunctive relief or other equitable remedies. 19.7 SELLER represents and warrants that the Software delivered to PURCHASER with a System or with any Equipment, as the case may be, is all of the Software reasonably necessary to use, operate or maintain the System or Equipment, as the case may be. ARTICLE 20 TAXES The amounts to be paid by PURCHASER under this Agreement do not include any state or local sales and use taxes, however designated, which may be levied or assessed on the System or any component thereof, including, but not limited to, Services. With respect to such taxes, PURCHASER shall either furnish SELLER with an appropriate exemption certificate applicable thereto or pay to SELLER, upon presentation of invoices therefor, such amounts thereof as SELLER determines it is required to collect or pay. In addition, PURCHASER shall reimburse SELLER for any property taxes incurred by SELLER with respect to the Equipment and Software following Installation of such Equipment or Software but prior to the passage of title thereof to PURCHASER. PURCHASER shall have no obligation to SELLER with respect to other taxes, including, but not limited to, those relating to franchise, net or gross income or revenue, license, occupation, other real or personal property, and fees relating to importation of the Equipment and Software. ARTICLE 21 INDEMNIFICATION AND LIMITATION OF LIABILITY 21.1 SELLER and PURCHASER agree to indemnify and hold each other harmless from and against all losses, claims, demands, damages (to person or property), and causes of action (including reasonable legal fees) resulting from the intentional or negligent acts or omissions, or strict liability, of either party, its officers, agents, employees, or subcontractors. If SELLER and PURCHASER jointly cause such losses, claims, 27 demands, damages, or causes of action, the parties shall share the liability in proportion to their respective degree of causal responsibility. 21.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR INFRINGEMENT), SHALL SELLER OR PURCHASER BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOST PROFITS OF THE OTHER PARTY, BEFORE OR AFTER ACCEPTANCE. ARTICLE 22 INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT 22.1 SELLER agrees that it will defend, at its own expense, all suits and claims against PURCHASER for infringement or violation of any patent, trademark, copyright, trade secret or other tangible or intangible property rights of any kind whatsoever, whether United States or foreign (collectively, "Property Rights"), covering, or alleged to cover, the Equipment, Software, or the System or any component thereof, in the form furnished or as subsequently modified by SELLER or with SELLER's Consent, and SELLER agrees that it will pay all sums, including, without limitation, attorneys' fees and other costs, which, by final judgment or decree, or in settlement of any suit or claim, may be assessed against or incurred by PURCHASER on account of such infringement or violation, provided (a) SELLER shall be given prompt written notice of all claims of any such infringement or violation and of any suits or claims brought or threatened against PURCHASER or SELLER of which PURCHASER has express knowledge, and SELLER shall be given full authority to assume control of the defense thereof through its own counsel at its expense and to compromise or settle any suits or claims so far as this may be done without prejudice to the right of the PURCHASER to continue the use, as contemplated, of the Equipment, the Software or the System or any component thereof so furnished; and (b) PURCHASER shall cooperate fully with SELLER in the defense of such suit or claims and provide SELLER such assistance as SELLER may reasonably require in connection therewith provided that SELLER shall pay the actual expenses of PURCHASER in providing such assistance. PURCHASER may in its discretion and at its own expense participate directly or through its own counsel in the defense of such suits or claims. 22.2 If in any such suit so defended, all or any part of the Equipment, Software, or the System, or any component thereof is held to constitute an infringement or violation of any other person's Property Rights and its use is enjoined, or if in respect of any claim of infringement or violation SELLER deems it advisable to do so, SELLER shall at its sole option take one or more of the following actions at no additional cost to PURCHASER: (a) procure the right to continue the use of the same without interruption for PURCHASER; (b) replace the same with non-infringing Equipment or Software that meets the Specifications; (c) modify such Equipment or Software so as to be non-infringing, provided that the Equipment or Software as modified meets all of the Specifications; or (d) in the case of Equipment or Software not essential to the operation of the System, and for which PURCHASER can readily obtain competitive replacements, 28 take back the infringing Equipment or Software and credit PURCHASER with an amount equal to its price less a mutually agreeable allowance for use. If SELLER fails to perform its obligations under this Section 22.2, PURCHASER may, at SELLER's expense, take any of the foregoing actions on behalf of SELLER or, if PURCHASER is unable to do so, exercise its remedies under Section 24.1 hereof. 22.3 SELLER's indemnity under this Article 22 shall not apply to any infringement caused by PURCHASER's modification of the Equipment and any infringement caused solely by PURCHASER's use of the Equipment other than in accordance with the Specifications and the purposes contemplated by this Agreement, except as expressly authorized or permitted by SELLER. PURCHASER shall indemnify SELLER against all liability and cost of defense, including reasonable attorney's fees, for any and all claims against SELLER for infringement based upon the foregoing. 22.4 The remedies stated in this Article 22 shall be the parties' exclusive remedies for infringement or violation of any property rights. Except as expressly provided in paragraph 22. 1, in no event shall either party be liable to the other for money damages for infringement. ARTICLE 23 DISPUTE RESOLUTION 23.1 If there is a disagreement relating to Installation and Acceptance, the parties will attempt to negotiate a solution within fourteen (14) days of notification of such disagreement. If no solution can be reached, the parties shall select a third party engineer ("Third Party Engineer') (whose fees and expenses will be shared equally by PURCHASER and SELLER) who will, after conducting such examination or testing as he/she deems necessary, render a decision in the matter by stating whether the Equipment, Software or Installation in question shall be Accepted. If the parties are unable to agree on the selection of the Third Party Engineer, the Third Party Engineer will be selected by the then President of the Institute of Electrical & Electronics Engineers. The Third Party Engineer's decision shall be final and binding and neither party shall appeal or otherwise contest it. Once a Third Party Engineer is selected for resolving a dispute relating to Installation or Acceptance, he/she shall be selected for the resolution of any further disputes hereunder relating to Installation and Acceptance unless otherwise agreed to by both parties or unless The Third Party Engineer refuses to continue to serve in that function. 23.2 (a) Any controversy or claim arising out of or relating to this Agreement for the breach hereof which cannot be settled by the parties except for (i) disputes to be settled by a Third Party Engineer under paragraph 23.1, or (ii) action for equitable relief under Articles 19 or 28 which shall be resolved as provided therein, shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as set forth herein. (b) Each party may select one arbitrator. Selection shall be completed within ten (10) days of the receipt of a demand for arbitration. If either party fails to select an arbitrator within such ten- (10) day period, the one selected shall act as sole 29 arbitrator. If two arbitrators have been selected, the two arbitrators selected shall select a third within fifteen (15) days after their selection. If they fail to do so, the third arbitrator shall be selected by the American Arbitration Association. The arbitrators shall set a date of hearing no later than sixty (60) days from the date all arbitrators have been selected. (c) All proceedings shall be conducted in the English language. (d) The arbitration shall take place at a location to be agreed upon by the parties. If the parties are unable to agree, the arbitrators shall select a location in New Orleans, Louisiana for the arbitration, preferably, the regional office, if any, of the American Arbitration Association. (e) In any such arbitration proceeding the arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court; provided, however, that each party shall be entitled to no more than four (4) depositions upon oral examination of no more than one (1) day in length each. (f) The award of any arbitration shall be final, conclusive and binding on the parties hereto. (g) The arbitrators may award any legal or equitable remedy. The arbitration award shall include an award of attorney's fees, in the amount of such fees, to the prevailing party. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. (h) Either party to an arbitration hereunder may bring an action for injunctive relief against the other party if such action is necessary to preserve jurisdiction of the arbitrators or to maintain status quo pending the arbitrators' decision. Any such action called pursuant to this paragraph shall be discontinued upon assumption of jurisdiction by the arbitrators and their opportunity to consider the request for equitable relief pending final decision in the arbitration. ARTICLE 24 TERMINATION AND DEFAULT 24.1 (a) PURCHASER may, upon written notice to SELLER, terminate this Agreement in whole or in part, at its option, without penalty: (i) if the Nashville and Knoxville markets within the Initial Configuration scheduled to be installed and completed as set forth in the final Attachment H, in general, as opposed to Cell Site Configuration Equipment at a specific site, (other than by the fault of PURCHASER or due to an event specified in paragraph 10.3) has been rightfully rejected by PURCHASER and has not thereafter been Accepted within [CONFIDENTIAL TREATMENT REQUESTED] after such rejection; or (ii) if SELLER 30 fails to perform its obligations under paragraph 22.2 and such failure results in a judicial imposition of legal damages or expenses which are not fully reimbursed by SELLER or injunctive relief upon PURCHASER materially affecting its ability to provide first class service on the System. (b) In the event PURCHASER terminates this Agreement in accordance with this paragraph 24.1, PURCHASER may at its option: (i) return to SELLER, freight collect all Equipment delivered, in which event SELLER shall refund to PURCHASER all amounts paid to SELLER under this Agreement; or (ii) retain so much of the Equipment as it elects and return to SELLER, freight collect, all other Equipment, in which event SELLER shall refund to PURCHASER all amounts paid in respect to Equipment returned by PURCHASER and the related Installation charges and payment for Services thereof. 24.2 (a) PURCHASER may, at its option and upon written notice to SELLER, terminate this Agreement in whole or in part, if (i) if at any time there shall be filed by or against the SELLER 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 the SELLER or makes a general assignment for the benefit of creditors or petitions for or enters into such an agreement or arrangement with its creditors; (ii) SELLER Causes a delay as defined in paragraph 10.1 of more than [CONFIDENTIAL TREATMENT REQUESTED] in the Installation of an Initial Configuration other than the first one referenced in paragraph 24.1 (a) above, (iii) if SELLER's Equipment Software and Services materially fails to meet the AT&T Standards, or (iv) SELLER is in default under any material terms of this Agreement, other than those specified in paragraph 24.1 (a) (i) and (ii) above, and action to correct such default is not commenced within [CONFIDENTIAL TREATMENT REQUESTED] after receipt of Notice from PURCHASER and such default is not thereafter cured within sixty (60) days after commencement of correction, unless SELLER cannot complete such cure within such period for reasons beyond its control and SELLER is continuing to diligently pursue the cure, in which case such default shall be cured no later than [CONFIDENTIAL TREATMENT REQUESTED] after SELLER's original receipt of Notice under this paragraph 24.2 (a). (b) In the event PURCHASER terminates this Agreement in accordance with paragraph 24.2 (a), PURCHASER may at its option return to SELLER, freight collect, any specific items of Equipment delivered or Software installed which is the subject of the default in paragraph 24.2 (a) above, in which event SELLER shall refund to PURCHASER all amounts paid to SELLER under this Agreement with regard to such Equipment, Software and the Installation thereof 24.3 SELLER may terminate this Agreement without any obligation to deliver Equipment not yet delivered, or, at its option, temporarily suspend its performance, without liability, under this Agreement, in the event that: (a) PURCHASER is in default under any material terms of this Agreement, except as provided for in Article 24.3(b), and correction is not commenced within [CONFIDENTIAL TREATMENT REQUESTED] after receipt of Notice from SELLER and such default is not thereafter cured within [CONFIDENTIAL 31 TREATMENT REQUESTED] after commencement of correction, unless PURCHASER cannot complete such cure within such period for reasons beyond its control and PURCHASER is continuing to diligently pursue the cure, in which case such default shall be cured no later than one hundred fifty (150) days after SELLER's original receipt of Notice under this paragraph 24.3 or (b) PURCHASER materially breaches any confidentiality agreement with SELLER, including the provisions of Article 14 and 19 or otherwise materially fails to meet the provisions of Article 2.2, and SELLER, while reserving all other remedies available under this Agreement for such a breach, has provided PURCHASER with Notice of such breach or (c) PURCHASER (i) applies for or consents to the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary proceeding under the Federal Bankruptcy Code or under any other law relating to relief from creditors generally, or (iv) fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary proceeding under the Bankruptcy Code or under any other law relating to relief from creditors generally, or any application for the appointment of a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, or its liquidation, reorganization, dissolution, or winding-up. 24.4 Except as provided above, if either party terminates this Agreement, SELLER's obligations hereunder with respect to Equipment already delivered, installed and not returned, and PURCHASER's obligations with respect to payments for Accepted Equipment not returned, shall continue in full force and effect. ARTICLE 25 ADVERTISING 25.1 Neither SELLER nor PURCHASER shall publicly advertise or, except as required by law, publish information concerning the entry into, execution or delivery of this Agreement, its nature, or the terms and conditions hereof, without the other party's prior written Consent; provided, however, that either party or its Affiliates may refer generally to the performance of this Agreement in its annual report to shareholders, and PURCHASER may disclose this Agreement or information related to this Agreement to its representatives, agents and lenders involved with PURCHASER's debt and/or equity financing and may make any public disclosures required by government regulatory agencies including, but not limited to, the SEC, FCC and FAA. PURCHASER shall endeavor to provide SELLER with reasonable advance Notice of any expected required disclosure and consider in good faith SELLER's request to redact portions of the Agreement prior to disclosure to such agencies. 25.2 Seller shall provide PURCHASER with an advertising allowance of [CONFIDENTIAL TREATMENT REQUESTED] to assist PURCHASER in the promotion of its System as well as the joint promotion of SELLER's participation in the System. No more than one half (1/2) of such allowance may be used by PURCHASER in the first year of the Term. The parties shall mutually agree on the form and content of such advertising. 32 ARTICLE 26 LATE PAYMENTS All amounts payable under this Agreement which are past due shall accrue interest from their due date at the rate of [CONFIDENTIAL TREATMENT REQUESTED] per annum (or such lesser rate as may be the maximum permissible rate under applicable law). ARTICLE 27 PERSONNEL Neither party shall actively solicit any employees of the other party or any of its Affiliates who are assigned to perform work hereunder during the period of such assignment and for one (1) year thereafter, without the Consent of the party whose employee is so solicited. Such Consent is not required for responses to advertisements placed or posted in periodicals, electronic bulletin boards, or other media of general circulation. ARTICLE 28 ASSIGNMENT 28.1 The parties may assign or transfer this Agreement to their respective Affiliates. PURCHASER reserves the right to assign this Agreement to any bona fide purchaser of the Tritel PCS Markets, or any portion thereof, or to AT&T Wireless Services, Inc. or its Affiliates or successors. Neither party may otherwise assign this Agreement, or any part of its rights or obligations hereunder, without the other party's Consent 28.2 PURCHASER shall have the right to lease or license the use of the System or any component thereof to any other cellular mobile telephone service provider on a time-sharing or other basis. Such lease or license shall not serve to expand or otherwise alter SELLER's warranty obligations under this Agreement. 28.3 Notwithstanding the provisions of Article 23 of this Agreement, the parties agree that either party may enforce provisions of this Article 28 regarding assignment by an action for injunction or other equitable remedies. ARTICLE 29 NOTICES 29.1 Any notice required under this Agreement shall be given to the appropriate party, at the following addresses: If to PURCHASER: Tritel Communications, Inc. 1080 River Oaks Dr. -- Suite B-100 Jackson, Mississippi 39208 Facsimile: (601) 936-6045 Attention: Jerry M. Sullivan, Jr., Executive Vice President/Chief Operating Officer Tritel Communications, Inc. 112 E. State Street Ridgeland, Mississippi 39157 Facsimile: (601) 898-6216 33 Attention: David Walsh, Vice President-Program Development Young, Williams, Henderson & Fuselier, PC P.O. Box 23059 Jackson, Mississippi 39225-3059 Facsimile: (601) 355-6136 Attention: James H. Neeld, IV and to those persons listed on Attachment P, if any. If to SELLER: ERICSSON INC., Network Operators Group 740 E. Campbell Road Richardson, Texas 75081 Attention: Group General Counsel Facsimile: (972) 583-1810 29.2 Either party may change the address to which notice to it shall be sent by notifying the other party of the change and the new address on thirty (30) days notice given in accordance with this Article. 29.3 Notice given under this Article 29 shall be deemed to have been given upon receipt by the other party. ARTICLE 30 AUTHORITY AND COMPLIANCE WITH LAWS 30.1 PURCHASER and SELLER represent and warrant that (a) all necessary approvals and authority to enter into this Agreement and bind the parties have been obtained, (b) the person executing this Agreement on behalf of PURCHASER or SELLER has express authority to do so and, in so doing, to bind PURCHASER or SELLER hereto, and (c) the execution of this Agreement by PURCHASER or SELLER does not violate any provision of any by-law, charter, regulation or any other governing authority of such party. Each party agrees to furnish the other with such documents as either party may reasonably request showing proof of authority in accordance with this Article. 30.2 PURCHASER and SELLER shall comply with all applicable laws in the performance of this Agreement, including the laws and regulations of the United States Department of Commerce and State Department and any other applicable agency or department of the United States regarding the export or re-export of products or technology; and (b) indemnify each other for any loss, liability or expense incurred as the result of breach of this paragraph 30.2. ARTICLE 31 HEADINGS The headings given to the Articles herein are inserted only for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular Article to which the title refers. 34 ARTICLE 32 GOVERNING LAW; SEVERABILITY TIES AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW THEREOF. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under such applicable law, but, if any provision of this Agreement shall be held to be prohibited or invalid in any jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and such prohibited or invalid provisions shall remain in effect in any jurisdiction in which it is not prohibited or invalid. ARTICLE 33 NO WAIVER The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions or the future exercise of such right, and the obligation of the other party with respect to such future performance shall continue in fall force and effect. ARTICLE 34 ENTIRETY OF AGREEMENT; NO ORAL CHANGE This Agreement and the Attachments referenced herein constitute the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter hereof. No modifications, alterations or waivers of any provisions herein contained shall be binding on the parties hereto unless evidenced in writing signed by duly authorized representatives of both parties as set forth in Article 16. ARTICLE 35 ATTACHMENTS AND INCORPORATIONS 35.1 The following documents attached hereto, are hereby incorporated by reference herein, and made a part of this Agreement with the same force and effect as though set forth in their entirety herein (such documents together with this Agreement are herein referred to as the "Agreement"). - ---------------------------------------------------------- ATTACHMENT TITLE/DESCRIPTION - ---------------------------------------------------------- A Pricing - ---------------------------------------------------------- B Installation - ---------------------------------------------------------- C Technical Education - ---------------------------------------------------------- D System Support Services - ---------------------------------------------------------- E Documentation - ---------------------------------------------------------- F Responsibility Matrix - ---------------------------------------------------------- G Environmental Conditions - ---------------------------------------------------------- H Time Schedule - ---------------------------------------------------------- I OSS - ---------------------------------------------------------- J Acceptance Tests/Certificate - ---------------------------------------------------------- K Tritel PCS Markets - ---------------------------------------------------------- 35 - ---------------------------------------------------------- ATTACHMENT TITLE/DESCRIPTION - ---------------------------------------------------------- L AXE 10 Functions for CMS 8800 - ---------------------------------------------------------- M (Reserved) - ---------------------------------------------------------- N Services - ---------------------------------------------------------- 0 Price Variation - ---------------------------------------------------------- P Recipients of Notices to PURCHASER - ---------------------------------------------------------- Q Order Cancellation Policy - ---------------------------------------------------------- 35.2 Except where otherwise noted, in the event of any conflict or inconsistency among the provisions of this Agreement and the documents attached and incorporated herein, such conflict or inconsistency shall be resolved, by giving precedence to this Agreement, thereafter to the Attachments (except Attachment E), and thereafter to Attachment E.. No provisions or data on an Order or in subordinate documents (such as shipping releases) or any form originated by PURCHASER or SELLER shall be incorporated in this Agreement unless the provisions or data merely supply information contemplated by this Agreement but do not vary the provisions of this Agreement. Whenever any such provisions conflict with this Agreement, this Agreement shall control unless the parties expressly otherwise agree in writing. ARTICLE 36 FINANCING AND BOARD APPROVAL Pursuant to a letter agreement between SELLER and Airwave Communications, LLC dated December 14, 1998, SELLER has committed to provide certain loan facilities and financing payments to PURCHASER and certain investors in PURCHASER. PURCHASER'S obligations hereunder are conditioned upon SELLER's fulfillment of the terms of the Financing Commitment. Further, PURCHASER'S obligations hereunder are also conditioned upon approval of this Agreement by PURCHASER'S Board of Directors. 36 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
ERICSSON INC. TRITEL COMMUNICATIONS, INC. Network Operators Group By: By: --------------------------------------- --------------------------------------- Title: Executive Vice President & General Jerry M. Sullivan, Jr. Manager Title: Executive Vice President & General Manager Date: Date: ------------------------------------- -------------------------------------- TRITEL FINANCE, INC. By: ---------------------------------------- Jerry M. Sullivan, Jr. Title: Executive Vice President & General Manager Date: --------------------------------------
37 ATTACHMENT A - PRICING ERICSSON INC. / TRITEL COMMUNICATIONS, INC. & TRITEL FINANCE, INC. 1 PRICING 1.1 "ATP PRICES" AT&T Partnership (ATP) market prices are used as Seller's list prices for the purposes of calculating Purchaser's Initial Configuration and expansion prices. 1.2 INITIAL CONFIGURATION 1.2.1 DEFINITION Purchaser's Initial Configuration is defined as Phase IA in Attachment A. The sales object level MSC configurations upon which the Initial Configuration is priced are included in Attachment A. All Initial Configuration pricing shall be subject to verification based on Seller's ATP prices and based on the revised Initial Configuration as described in Section 2.1 of Attachment A. Base station models include Tower Mounted Amplifiers (TMAs), 2-hour battery backup, RBS software, Self Contained Cell Site (SCCS) cabinet, cable sets, as well as all required installation materials. Switch pricing includes spares and power equipment with 8-hour battery backup, as well as installation materials and cable sets. 1.2.2 DISCOUNTS The following discounts are applied to Seller's ATP prices in order to calculate the net prices for Purchaser's Initial Configuration: RBS, including TMAs, power, battery [CONFIDENTIAL TREATMENT REQUESTED] backup, spares, & RBS software Self Contained Cell Site (SCCS) [CONFIDENTIAL TREATMENT REQUESTED] cabinet, including cable sets MSC, including basic software, [CONFIDENTIAL TREATMENT REQUESTED] power, battery backup, & spares MSC optional software feature set [CONFIDENTIAL TREATMENT REQUESTED] (defined according to Section 1.3) With the exception of the SCCS, all discounts off of ATP prices are applicable only to the Initial Configuration. The SCCS cabinet continues to receive the [CONFIDENTIAL TREATMENT REQUESTED] discount off of ATP prices for the term of the Agreement. 1.3 SOFTWARE PRICING Purchaser's pricing for MSC software is based on Seller's CMS 8800 Version 5 software release. The pay-as-you-grow component of the MSC software is priced according to Subscriber Concurrent Call (SCC) capacity. SCC is calculated according to the procedure described in Seller's 1999 Budget Planning Guide for ATP markets. The MSC optional software feature set is defined in Attachment A and includes all features necessary for Purchaser to achieve the same "look and feel" as AT&T Wireless Services. 1.4 SERVICES PRICING Ad hoc labor rates and Services pricing is included in Seller's 1999 Budget Planning Guide for ATP markets. 1.5 PRICE ADJUSTMENTS Purchaser's Equipment and Software purchases for which ATP prices have not been firmly established shall be subject to later price adjustment, with corresponding payment credit to Purchaser, by Seller once ATP prices have been finalized. 2 PURCHASER'S OPTIONS 2.1 INITIAL CONFIGURATION CHANGE OPTION Seller grants Purchaser the option to alter its Initial Configuration subject to the following conditions: o Purchaser may elect to change its Initial Configuration once, no later than three months following the execution date, by giving Seller written notice of the new configuration, o Initial System discounts shall apply to the revised Initial Configuration, o The dollar value of the change shall be limited to [CONFIDENTIAL TREATMENT REQUESTED] of the value of the original Initial Configuration, o Purchaser's change option is limited to MSC and RBS Equipment and Software. Purchaser's Initial Configuration shall be re-calculated based on the change option, and any invoicing shall be adjusted by Seller according to the revised Initial Configuration. 2.2 MSC-2000 UPGRADE OPTION Seller grants Purchaser the option to purchase MSC-5000 models for its Initial Configuration although those models are not Generally Available (GA) at the time they are required for installation. Seller will charge Purchaser for the appropriate MSC-5000 models as part of the Initial Configuration and install MSC-2000 models in the markets specified by the Purchaser and will upgrade those nodes to MSC-5000 equivalents at no additional charge to Purchaser. 3 DELIVERY COMMITMENTS 3.1 LEAD TIMES The following sections detail the maximum lead times required for RBS and switch hardware as defined for the delay provisions of the Agreement. All lead times given are stated in working days and assume that Purchaser has fulfilled its obligations (site readiness, etc.) according to Seller's installation specifications. Seller represents that the following lead times are no greater than those offered to Seller's most favored customers under comparable conditions. Seller's lead time commitment for switch hardware is 120 days if forecasted and 180 days if not forecasted. Seller's lead time commitment for base station hardware is 45 days if forecasted and 90 days if not forecasted. 3.2 EQUIPMENT QUANTITIES Seller agrees to make available to Purchaser for order and delivery during 1999 no less than six (6) MSCs and no less than six hundred (600) RBS 884 Macro 1900 base stations. 3.3 MSC-5000 AVAILABILITY Seller represents to Purchaser that the estimated GA date for the MSC-5000 model is July 15, 1999. However, in no event shall GA of the MSC-5000 model be later than second quarter of 2000. Seller understands that a portion of Purchaser's network deployment will be based on the MSC-5000's timely introduction. ATTACHMENT B ACQUISITION AGREEMENT # 9152 TRITEL INC. INSTALLATION ------------
AXE SWITCH - ---------- 1. Installation 1.1 Unpacking of and Inventorying of Mechanical Parts and Cables (Package A) 1.2 Assembly and Installation of Exchange Framework (BYB 102/202) and Power Plant; Check for fit and finish 1.3 Designation of Suites, Cabinets, Cableways, and Shelves 1.4 Assembly and Installation of Ancillary Equipment (as needed) 1.5 Assembly and Connectorizing of External Cabling 1.6 Installation of Internal Cabling 1.7 Connection of Commercial Power to Power Plant; Functional Test Power Plant 1.8 Installation of Equipped Magazines (Package B) 1.9 Install Cover Plates/Doors 2. Testing 2.1 Hardware/Functional Test of APZ 2.2 Test of Switching Network 2.3 Functional Test of Operation and Maintenance Functions 2.4 Test of Trunk Circuits 2.5 Test of Traffic Routing/Generation of Test Traffic 2.6 Test of Individual Multiple Positions 2.7 Test of Individual Trunks 2.8 Combined Operational Testing of APZ & APT with Traffic 2.9 Acceptance Testing 3. Functional Test of Traffic Handling Functions in APT 3.1 Test of Traffic Routes 3.2 Test of Individual Multiple Positions 3.3 Test of Individual Trunks 3.4 Generation of Test Traffic 3.5 Combined Test 3.6 Operation Test BASE STATIONS 1. Activities Before Shipping 1.1 Assembly of Base Station Configurations 1.2 Test of Base Stations and Preparation of Test Protocols 1.3 Preparation of Transport and Packing 1.4 Transport by Common Carrier to Cell Site 2. Activities at Cell Site 2.1 Unpacking and Checking Equipment for Correct Specifications and Possible Damage 2.2 Assembly of Equipment 2.3 Cabling and Wiring 2.4 Connection to the DC Power Supply 2.5 Connection to Antenna Feeders 2.6 Connection to 4W Circuits to Switch 2.7 Test of Base Station Equipment Preparation of Base Station Final Test Protocols 2.8 Connection of Base Station Equipment to Commercial Power within Room 2.9 Install Antennas on Tower
3. SYSTEM TEST Overall test carried out from MTSO with Initial Configurations of Cell Site Configurations, as well as telco lines connected and mobile stations operating. SELLER will interconnect and/or cross connect the equipment at the POP to the circuits of the PSTN provided by PURCHASER within the same building and the interconnection and/or cross connect at the POP of the facilities between the MTSO Equipment, and each Cell Site Configuration. In the event analog circuits are used between the MTSO and the Cell Sites, the required circuits will be supplied by PURCHASER. Attachment C Acquisition Agreement #9152 Tritel Inc. TECHNICAL EDUCATION TECHNICAL EDUCATION CENTER STUDENT CERTIFICATE PROGRAM The program is a competency development program with basic core courses and several areas of concentration. At the present time, three areas for the CMS 8800 are available: MSC, RBS, and RF Engineering. These areas are available in both the 850Mhz systems and the 1900 Mhz systems. Within each area of concentration, multiple levels of technical competence are possible. The MSC area has four levels and the RBS and RF areas have three levels each. One important note about this program is that it is not intended to certify the competence of anyone. This program is a method of providing a customized training path for technicians and RF Engineers for the companies that utilize Ericsson CMS 8800 systems. This program is NOT a substitute for and should not be confused with the official Ericsson Standardized On-The-Job Training Program or the Certification programs that Ericsson designs for it's customers. An expanded list of CMS 8800 courses appears at the end of this Attachment C. o LEVEL 1 Provides training required to perform basic routines and administration under the guidance of a technician that has achieved certificate level 3 through this certificate program. o LEVEL 2 For the technician required to perform normal operation and maintenance activities using standard Ericsson exchange documentation. o LEVEL 3 For the technician who will diagnose and repair both hardware and some software faults as well as perform extended operations and maintenance functions. o LEVEL 4 For the technician/engineer who is trained to be a trouble shooter on both hardware and software as well as have a strong command of advanced functions, features an system capabilities. STEPS: To participate in the Certificate program the three steps listed below must be followed; 1. Successfully complete at the courses identified (80% or better score in each course). These required courses are listed in the Ericsson course catalog specific to the CMS 8800 system. 2. Have the specified amount of work field experience verified by the applicants 44 supervisor on the certificate request form. 3. Submit an application for certificate at which time Ericsson will notify the employee's supervisor or team leader of student competency development certificate eligibility. If the employee has met all requirements for the level requested, Ericsson will send to the employee's supervisor. NOTES: 1. Credit for passing courses will not be automatic. Students will be evaluated via written quizzes, performance of lab exercises, and observation of the student's ability to perform. 2. All instructors teaching concentration courses are required to be certified to instruct the class. Instructor certification includes two elements: Professional Certification and Technical Certification. 3. All courseware has been revised to include the new evaluation criteria, as well as recent CNA improvements. Also, additional lab exercises are added as needed. 4. In the event that a student wishes to waive a course that is required for this program, his/her supervisor must submit a course description or outline of an equivalent course plus a certificate of completion for the substituted course. The Certificate office will determine the eligibility of the substituted course descriptions or outlines. PRICING: All Ericsson Technical Education Center (E-TEC) courses are priced based on Credit Units. The value of each Credit Unit is [CONFIDENTIAL TREATMENT REQUESTED] USD each. The price for the Credit Unit remains the same whether the course is conducted at the E-TEC facility in Richardson Texas or at the customers location. The number of Credit Units for each course is based on the extent of technical knowledge imparted during the training. The majority of the courses are 10 Credit Units per day. This may vary at customer request if the customer has asked specifically for a course that is shorter in duration but contains the same information. It may also vary if the course is of such a high technical level that it warrants special skills by the instructor. All courses conducted at other then the E-TEC facility must be prefaced by a quote of costs originated by the Ericsson manager setting up the class and signed by the customer manager coordinating the course. In addition, the customer must pay for all of the instructors expenses to include: airfare, rental car, hotel, meals and incidentals. No courses will be scheduled until the Ericsson training manager responsible for the course receives the customer signed quote from the customer along with a purchase order number covering all of the expected costs for the class. 45 CMS 8800, 1998 COURSE OFFERINGS: INTRODUCTION: The course offerings for CMS 8800 include curriculum designed specifically for the CMS 8800 product line. Additional courses will be included from the Ericsson product line as applicable. (A) CMS 8800, 1998 Course/Price List
- ---------------------------------------------------------------------------------------------------------------------------- COURSE NAME # OF CREDIT END CUSTOMER DAYS UNITS PRICE/$ - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 Ericsson Cellular Overview 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 882M/DM Overview 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 Digital Overview 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 Digital Operation & Maintenance 3 30 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 MSC Advanced Operation & Maintenance 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- AS 45/46 Features 3 30 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- Introduction To Cellular Digital Packet Data (CDPD) 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 System Introduction 4 40 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- AS 94/34 Features 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 884 Overview 1 10 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 884 Macro Operations & Maintenance 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 System Survey 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 1 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- AS 100/101 Features 2 20 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 2 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 Measurement and Statistical Analysis for 4 40 [CONFIDENTIAL TREATMENT REQUESTED] the Trunk and Switch Environment - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 Measurement and Statistical Analysis for 5 50 [CONFIDENTIAL TREATMENT REQUESTED] the RF and RBS Environment - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 3 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- Multi-Line Fixed 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- Air Interface 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 MSC Operations 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 1, Accelerated 4 40 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 2, Accelerated 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RF Engineering 3, Accelerated 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- AS 100/101 O & M 2 20 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 MSC Maintenance 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- MSC Operations (CBT) 10 100 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 882 Operation & Maintenance 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 882 Microcell Installation, Operation & Maintenance 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- RBS 884 Micro/Compact Installation, Operation and 5 50 [CONFIDENTIAL TREATMENT REQUESTED] Maintenance - ---------------------------------------------------------------------------------------------------------------------------- CMS 8800 RBS Basics 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- 884 1900 Macro IO&M 5 50 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- AS 100/101 DCCH Seminar 3 30 [CONFIDENTIAL TREATMENT REQUESTED] - ---------------------------------------------------------------------------------------------------------------------------- 884 DBC Macro IO&M TBD - ---------------------------------------------------------------------------------------------------------------------------- AS 123/124 Tech. Overview TBD - ----------------------------------------------------------------------------------------------------------------------------
For a complete listing of all E-TEC CMS 8800 courses and a detailed description of the Student Certificate programs, see the E-TEC Homepage on the Internet. Revised 4/18/97 46 47 Attachment D Acquisition Agreement # 9152 System Support Services CMS 8800 Tritel Inc. Revision PA3 System Services Contract (48) SYSTEMS SERVICES CONTRACT TABLE OF CONTENT 1 Heading 3 2 Preamble (Background) 3 3 Definitions 3 4 Scope of Contract 4 5 Services 5 6 Prices and Terms of Payment 5 7 General PURCHASER's Obligations 5 8 Delays 6 9 Warranty 6 10 Excluded Equipment 7 11 Term and Termination 7 ANNEX 1 CONTRACT DOCUMENTS ANNEX 2 HARDWARE AND SOFTWARE ANNEX 3A SERVICE PRODUCT SPECIFICATION FOR SW MAINTENANCE APPENDIX 1 SPECIFICATIONS OF VARIABLES FOR SW MAINTENANCE MAINTENANCE ANNEX 3B SERVICE PRODUCT SPECIFICATION FOR REPAIR & REPLACEMENT APPENDIX 1 SPECIFICATIONS OF VARIABLES FOR REPAIR & REPLACEMENT ANNEX 4A PRICES FOR SW MAINTENANCE ANNEX 4B PRICES FOR HW MAINTENANCE System Services Contract (49) 1. HEADING This Contract is made and entered into on ....... 1998, between Tritel Inc., a company with its principal place of business in Jackson, Mississippi hereinafter called the "PURCHASER", and Ericsson Inc., a company with its principal place of business in Richardson, TX, hereinafter called the "SELLER". PURCHASER and SELLER may also hereinafter be referred to as the "Party", or, collectively the "Parties". 2. PREAMBLE (BACKGROUND) System Services Contract (50) WHEREAS, PURCHASER has purchased a mobile telephone system from SELLER in accordance with the Acquisition Agreement, and WHEREAS, PURCHASER would like to acquire Services for such system, and WHEREAS, SELLER would like to supply such Services to PURCHASER in accordance with the terms and conditions of this Contract. Now, therefore, in consideration of the mutual promises and the mutual covenants herein contained, the Parties hereby agree as follows: 3. DEFINITIONS The following expressions shall have the meaning hereby assigned to them unless the context would obviously require otherwise. "ACQUISITION AGREEMENT", means the contract entered into between the Parties for the supply and installation of the System and shall include any amendment thereto. "CONTRACT", means this contract concluded between PURCHASER and SELLER including all Annexes which are incorporated into the said Contract in accordance with Annex 1, Contract Documents, as well as any Contract Amendment. "CONTRACT AMENDMENT", means a document duly signed by the Parties by which any alterations, amendments or modifications of the Contract shall be introduced in the Contract. "SELLER", means Ericsson Inc. "DATE OF ACCEPTANCE", means the date when the System or Part of the System is accepted or deemed as accepted in accordance with the Acquisition Agreement. "HARDWARE", means such equipment included in the System as is specified in Annex 2. "NORMAL WORKING HOURS", means the time from 8.00 am to 5:00 p.m. local time Monday to Friday, local and national holidays excluded. "PROCEDURES MANUAL", means the manual describing the SELLER's and PURCHASER's required procedures for requesting Services and answering Services requests. "PURCHASER", means ............. , and legal successors in title to the PURCHASER and any assignee of the PURCHASER approved by the SELLER. System Services Contract (51) "SELLER'S EQUIPMENT", means such tools, instruments, test equipment and any other item belonging to or procured by SELLER or its subcontractors as are required for the execution of the Contract and not intended to be incorporated into the System or otherwise acquired by PURCHASER. "SERVICE(S)", means the Service Products specified in Annex 3. "SOFTWARE", means any such computer program, software module or package or any part thereof in binary code form and included in the System as is specified in Annex 2. "SYSTEM", means the Hardware and Software jointly forming the Mobile Telephone System specified in Annex 2 and any additional system component approved of in writing by SELLER for Services under this Contract. "TERRITORY", means . . . . . Additional definitions are to be found in each Service specification in Annex 3. Other capitalized expressions used in this Contract shall have the meanings respectively assigned to them elsewhere in this Contract. Words indicating the singular only also include the plural and vice versa, where the context so requires. The headings of the Articles are for convenience only and shall not affect their interpretation. 4. SCOPE OF CONTRACT Upon the terms and conditions set forth in this Contract, the SELLER shall supply, and the PURCHASER shall acquire and pay for Services for the System acquired by the PURCHASER from the SELLER. Unless modified, herein, the terms and conditions contained in the Acquisition Agreement shall apply. 5. SERVICES The SELLER shall offer the PURCHASER the Services specified in Annex 3. PURCHASER agrees to purchase the services specified in Annex 4 at the prices set forth, therein, and as modified from time-to-time by agreement of the parties. System Services Contract (52) 6. PRICES AND TERMS OF PAYMENT The PURCHASER shall pay the prices for the Services specified in Annex 4. Payments shall be made against the SELLER's invoice. Terms of payment are within thirty (30) days after date of invoice. 7. GENERAL PURCHASER'S OBLIGATIONS In order for the SELLER to be able to supply the Services to the PURCHASER, the PURCHASER must conduct the following obligations and the obligations stated in each Services specification : i) The PURCHASER shall carry out the recommended operation and maintenance of the System and seek to remedy all faults which can reasonably be remedied and handle problems which can reasonably be handled without expert assistance from the SELLER. ii) The PURCHASER shall keep an operational logbook and record of faults in accordance with the instructions received in the B-Module. iii) The PURCHASER shall provide the SELLER with regular and accurate statistical information regarding the performance of the System. The information required is specified in the B-Module. iv) The PURCHASER shall seek to ensure its maintenance personnel are sufficient in number and are competent in order to carry out the PURCHASER obligations stipulated in this Article 7. The personnel should have satisfactorily completed the training equivalent to the SELLER's recommended training path for operation and maintenance personnel and they should have adequate on-site experience and follow-up training. v) The PURCHASER shall be responsible for the provision of all the necessary consumables and spare parts needed during the conduct of the Services. vi) The PURCHASER shall appoint suitable personnel for the purpose of liaison with the SELLER relating to the Services. vii) The PURCHASER shall provide at no cost, the SELLER's service personnel with operating supplies and consumables such as paper, magnetic tapes, ribbons, cards, format tapes, disc cartridges and such similar items as the PURCHASER would use during normal operation. viii) The PURCHASER shall at all time maintain a security back up of PURCHASER generated data/information in the System. System Services Contract (53) ix) The PURCHASER shall during the term of this Contract keep the System upgraded to the latest Software release level. 8. DELAYS In the event that any of the Services, as defined in Annex 3, are not executed within the respective times stipulated in this System Services Contract, due to circumstances for which the SELLER is responsible, or within any extended or postponed period, as the case may be, the PURCHASER shall be entitled to an adjustment in price regarding these Services, the amount of which shall be agreed upon between the Parties on a yearly basis. It is understood that the total sum of the aforesaid adjustment, during each year, in no event shall exceed a reduction of five (5) percent of the price for the delayed Service in question during the corresponding year. The aforesaid adjustment, or when applicable the price rebate, shall be full and exclusive compensation for any delay in performing the Services or part thereof. Applicable price rebate means the rebate of the price agreed upon by the parties to apply if SELLER does not reach a certain performance level. 9. WARRANTY Provided that PURCHASER has met all obligations contained in Article 7, and otherwise excluded by Article 10, the SELLER agrees to provide warranty coverage as provided herein. The SELLER shall, free of charge, remedy faulty repaired Hardware by repairing such Hardware, without undue delay. The above stated liabilities are limited to a period of three (3) months from date of delivery by the SELLER to the PURCHASER of the repaired or replaced unit. 10. EXCLUDED EQUIPMENT System Services Contract (54) The Service does not cover Hardware and Software damaged due to the PURCHASER's or third parties misuse, packing, repair or attempted modifications. Equipment not purchased through Ericsson is also not covered. The Services shall not apply to any failure caused by modification of the Hardware or Software without the SELLER's written approval. Consumable parts, such as lamps, fuses, batteries etc. are excluded from this Service(s). 11. TERM AND TERMINATION This System Services Contract shall be effective upon the Date of Acceptance of the System in accordance with the Acquisition Agreement. This contract may be terminated at any time if the PURCHASER does not maintain the system at the latest available release level. The term of this Contract shall be automatically renewed for successive one (1) year terms unless terminated by either Party in writing not later than one hundred eighty (180) days prior to the expiration of the current term. 12. ANNEXES The Contract Documents including all Annexes are specified in Annex 1 hereto. IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written. ERICSSON INC. Wireless Communications Tritel Inc. By: __________________________ By: ___________________________ Title: ______________________ Title: ________________________ Date: _______________________ Date: _________________________ System Services Contract (55) ANNEX 1 CONTRACT DOCUMENTS The Contract shall consist of the following documents, as amended from time to time as provided herein, a) The contract document b) The Annexes: Annex 1 Contract Documents Annex 2 Hardware and Software Annex 3a SW Maintenance Annex 3b Repair and Replacement Annex 4a Price SW Maintenance Annex 4b Price HW Maintenance c) Such documents as are incorporated by reference. System Services Contract (56) ANNEX 2 HARDWARE AND SOFTWARE 1. HARDWARE PARTS OF THE NETWORK ELEMENTS MSC Mobile Service Switching Center RBS Radio Base Station HLR Home Location Register SCP Service Control Point 2. SOFTWARE PARTS OF THE NETWORK ELEMENTS MSC Mobile Service Switching Center HLR Home Location Register OSS Operation and Support System MXE Message System FOG File Operations Gateway RBS Radio Base Station System Services Contract (57) ANNEX 3a SERVICE PRODUCT SPECIFICATION FOR SW MAINTENANCE 1. INTRODUCTION This document is a specification for the service product SW Maintenance. SW Maintenance is the service for maintaining the System Software supplied by the SELLER and specified in the Acquisition Agreement. 2. DEFINITIONS In addition to the definitions in the Contract document, the following expressions shall have the meaning hereby assigned to them unless the context would obviously require otherwise. "APPROVED CORRECTION", means a permanent and documented Software correction dedicated as such by the SELLER. "APPROVED CORRECTION FOR APPLICATION SYSTEM", means a package, consisting of several Approved Corrections. "CONSULTATION CALL-UP TIME", means the time between the PURCHASER's request for consultation support and when the SELLER contacts the PURCHASER. "CORRECTION NOTE FOR APPLICATION SYSTEM", means a set of updated Software and/or Hardware units and its documentation. It consists of corrections and may also include new functionality/feature. "DOCUMENTATION", means the current documentation for the System. "EMERGENCY CALL-UP TIME", means the time between the PURCHASER's request for Emergency Telephone Support and the SELLER contacting the PURCHASER, specified in Appendix 1. "EMERGENCY CALL-OUT TIME", means the time between the PURCHASER's request for Emergency On-Site Support and the SELLER's personnel leaving for the Site, specified in Appendix 1. "EMERGENCY SITUATION", means the situation described in Article 3.1.1. "EMERGENCY SUPPORT", means the support specified in Article 3.1. "EMERGENCY ON-SITE SUPPORT", means the support specified in Article 3.1.3. System Services Contract (58) "EXCHANGE", means the part of the System where the host processor APZ 211 or APZ 212 or equivalent resides. "NORMAL OPERATIONAL CONDITION", means that the System operates and performs in accordance with the specification in the Acquisition Agreement or is operating at a level acceptable to both Parties. "PROCEDURES MANUAL", means the manual referred to in Appendix 1 hereto. "SITE", means the actual location(s) where the System or Part of System is installed. "SOFTWARE UPGRADES", means enhancements to existing software as well as availability of new features and functionality. "SOFTWARE UPDATES", means corrections of the Software based on the SELLER's and users fault reports that are issued as Software Updates by the SELLER. A Software Update shall contain the appropriate load file, implementation instructions and user documentation. "TROUBLE REPORT", means the report issued by the PURCHASER and sent electronically or on diskette to the SELLER for the purpose of indicating a problem relating to the operation of the System. "TROUBLE REPORT HANDLING", means the service specified in Article 3.2. "TROUBLE REPORT ANSWER", means the SELLER's answer to the Trouble Report. 3. SW MAINTENANCE The following SW Maintenance is available to the PURCHASER for the network elements specified in Annex 2. SW Maintenance consists of the following four (4) service components, further specified below: i) Emergency Support ii) Trouble Report Handling iii) Consultation Support iv) Software Update 3.1 EMERGENCY SUPPORT The following Emergency Support is available to the PURCHASER in case of an Emergency Situation (defined below). The Emergency Support specification is divided into the following headings: i) Emergency Situation System Services Contract (59) ii) Emergency Telephone Support iii) Emergency On-Site Support iv) Completion of Emergency Support. 3.1.1 EMERGENCY SITUATION An Emergency Situation in the System is deemed to be at hand under the following circumstances: a) Complete Exchange/network element failure, i.e. an exchange or a dependent support system (operation and maintenance function) stops handling traffic and does not recover automatically b) Major disturbance, i.e. the traffic handling capacity is reduced by more than thirty percent (30%) in at least one Exchange/network element c) Charging function stops working or is seriously affected 3.1.2 EMERGENCY TELEPHONE SUPPORT In an Emergency Situation, the SELLER shall have a person with appropriate skills and system knowledge to call the PURCHASER within the Emergency Call-Up Time specified in Appendix 1 hereto. Such person shall provide telephone support by providing answers and recommendations, orally or by telefax, to solve the Emergency Situation with the aim of restoring the System to Normal Operational Condition. 3.1.3 EMERGENCY ON-SITE SUPPORT If the Emergency Situation is of such a complicated nature that it cannot be reasonably solved through telephone support, the PURCHASER may request that the SELLER provide Emergency On-Site Support by sending a person with appropriate skills and system knowledge to the location specified by the PURCHASER. The SELLER's personnel shall leave for the Site within the Emergency Call Out Time specified in Appendix 1 hereto. Such person shall provide the following Emergency On-Site Support: a) Analyze the Emergency Situation b) Provide the PURCHASER with appropriate answers and recommendations to solve the Emergency Situation with the aim of restoring the System to Normal Operational Condition System Services Contract (60) c) Assist and advice the PURCHASER in carrying out such recommendations upon PURCHASER's request. 3.1.4 COMPLETION OF EMERGENCY SUPPORT Emergency Support shall be considered completed when an agreed solution to the Emergency Situation has been reached or when the Emergency Situation no longer is at hand, or if the PURCHASER does not accept to follow the recommendations given by the SELLER. The SELLER shall provide, the PURCHASER with a written report on the Emergency Support supplied without undue delay. 3.2 TROUBLE REPORT HANDLING The following Trouble Report Handling is available to the PURCHASER in case of trouble in the System. The Trouble Report Handling specification is divided into the following two (2) headings: i) Trouble Report Classification ii) Trouble Report Analysis/Answering. 3.2.1 TROUBLE REPORT CLASSIFICATION Trouble Reports shall be classified as A, B or C by the PURCHASER according to the classifications below. A Trouble Report is automatically given priority B unless otherwise classified by the PURCHASER. The classifications A, B and C are dependent on the severity of the trouble and are defined below. Class A: Fault resulting in an Emergency Situation. Class B: i) System traffic handling capacity is reduced by less than thirty percent (30%) in at least one exchange/network element. ii) Errors in the Documentation causing handling errors. Class C: Minor errors in the Documentation. 3.2.2 TROUBLE REPORT ANALYSIS /ANSWERING The SELLER shall analyze Trouble Reports and provide Trouble Report Answers within the times stated in Appendix 1. The Trouble Report Answer will be provided to the PURCHASER in accordance with the routines and specifications stated in the Procedures Manual. System Services Contract (61) The SELLER shall provide status reports on Trouble Reports until a Trouble Report Answer is issued. 3.3 CONSULTATION SUPPORT The following Consultation Support for the System is available to the PURCHASER. Consultation Support consists of the following two (2) components further specified below: i) Telephone Consultation ii) Consultation Services at the SELLER's Location. 3.3.1 TELEPHONE CONSULTATION In case of a request for consultation, the SELLER, as requested by the PURCHASER, shall have a person with appropriate skills and System knowledge, or a specialist, call the PURCHASER within the applicable Call-Up Time specified in Appendix 1 hereto. Such person shall provide telephone support by providing answers and recommendations, orally, by telefax or electronic media, to questions from the PURCHASER. The aim of this support is to assist the PURCHASER's personnel in arriving at a reasonable understanding of the operation and maintenance of the System. The consultation will be limited to: o Assistance with interpretation of Ericsson documentation o Operational Instructions (OPI) that have been exhausted, and indicates "consult expert" o Faults that do not result in an alarm o Alarms that do not have an associated Job Procedure (JP) or OPI If a question cannot be answered immediately, the SELLER will inform the PURCHASER within forty eight (48) hours when the question will be answered. 3.3.2 CONSULTATION SERVICES AT THE SELLER'S LOCATION In the case of a request for Consultation at the SELLER's Location to handle a complex question concerning the System, the SELLER shall provide a person, as requested by the PURCHASER, with appropriate skills and system knowledge or a specialist, to answer questions and give recommendations at the SELLER's Location with the aim of assisting the PURCHASER's personnel in arriving at a reasonable understanding of the operation and maintenance of the System. System Services Contract (62) The time for consultation at the SELLER's Location shall be agreed upon on a case by case basis. 3.4 SOFTWARE UPDATE The following Software Update service is available to the PURCHASER. The Software Update service consists of the following two (2) service components further specified below: i) Specific Software Updates ii) General Software Updates 3.4.1 SPECIFIC SOFTWARE UPDATES When applicable, the SELLER shall provide the PURCHASER with Software Updates, within a reasonable period of time in relation to the technical implications of the case, resulting from Trouble Reports Answers received as part of the Trouble Report Handling service. 3.4.2 GENERAL SOFTWARE UPDATE The SELLER shall provide the PURCHASER with General Software Updates when available from the SELLER. General Software Updates may be one of two (2) types: a) Approved Correction for Application System b) Correction Note for Application System. 3.4.2.1 Software Updates are provided under the same software license terms and conditions as stated in the Acquisition Agreement. 3.4.2.2 Software Updates are delivered in an indivisible package that may contain other software programs (new functionality/features) in addition to the Software Update. The PURCHASER may not in any way use the other software programs unless the PURCHASER specifically requests and purchases a licence to use such other software programs under the same terms and conditions as stated in the Acquisition Agreement except price. 3.5 SOFTWARE CONFIGURATION MANAGEMENT Software configuration management can include the implementation of software upgrades/updates. 3.5.1 Implementation of Software upgrades/updates System Services Contract (63) SELLER implements software upgrades/updates and ensures that the installation is made correctly and in a timely manner. PURCHASER shall make the appropriate network nodes available at the earliest convenient moment, but no later than one month after the upgrade release, for such software upgrade/update. Should implementation not be made within one month due to network inaccessibility, then the SELLER shall not be liable for faults that could have been avoided by the upgrade/update. Implementation is made in all nodes of the purchasers network. 4. SW MAINTENANCE SERVICE REQUESTS AND PROCEDURES MANUAL In order for the SELLER to be able to provide qualified SW Maintenance service, the PURCHASER must provide the SELLER with all available data and information when requesting the service. The Procedures Manual describes activities related to the SW Maintenance service. SW Maintenance service requests by the PURCHASER shall be made in accordance with the Procedures Manual. A SW Maintenance service request by the PURCHASER which has not been made in accordance with the Procedures Manual will be rejected by the SELLER. In such a case, the PURCHASER must reissue and resubmit the request. The SELLER shall promptly acknowledge that the service request has been received from the PURCHASER. 5. PURCHASER'S OBLIGATIONS In order for the SELLER to be able to provide the SW Maintenance service to the PURCHASER, in addition to the General PURCHASER's Obligations stated in the Contract, the PURCHASER is obligated to provide at no cost to the SELLER: i) Be responsible for providing the following items to the SELLER including access to the System while undertaking Emergency On-Site Support: o Adequate I/O Devices/OSS terminals o The possibility to connect a portable PC via a modem to the System. o A free and unbarred telephone o A tele-facsimile machine o The latest version of the System Documentation o The latest version of the Documentation for the B and C modules of the Exchange. ii) Provide a representative of the PURCHASER to be present at the PURCHASER's Site at all times when services are being performed by the SELLER on Site. System Services Contract (64) iii) Implement Software Updates in the System within one (1) month from receipt thereof. iv) Follow the agreed procedures stated in the Procedures Manual. v) Purchase all memory and hardware required for system upgrades and updates. 6. APPENDIX The parameters for the SW Maintenance service are specified in Appendix 1 hereto. Service Product Specification SW Maintenance SPECIFICATION OF VARIABLES FOR SW MAINTENANCE EMERGENCY SUPPORT Emergency Support availability: 24 hours per day, 365 days per year. Call up (Emergency): 30 minutes. Call out: 8 hours. CONSULTATION SERVICE Consultation Service availability: Normal Working Hours. Call up (Consultation): 30 minutes. Call up by person with specialist competence: one hour. TROUBLE REPORT HANDLING Lead-time Trouble Report Answers: Class A Trouble Reports 6 weeks Lead-time Trouble Report Answers: Class B/C Trouble Reports 14 weeks System Services Contract (65) PROCEDURES MANUAL Associated Procedures Manual is customer specific System Services Contract (66) ANNEX 3b SERVICE PRODUCT SPECIFICATION FOR REPAIR & REPLACEMENT 1. INTRODUCTION This document is the specification of the service product Repair & Replacement. Repair & Replacement is the service for the supply of Replacement Units for certain faulty Hardware in the System within a specified time. 2. DEFINITIONS In addition to the definitions in the Contract, the following expressions shall have the meaning hereby assigned to them unless the context would obviously require otherwise. "BEYOND REPAIR" means a Faulty Unit is damaged or worn out to such an extent that repair is not technically possible or the cost of repair would exceed the price for a new Service Unit. "EPIDEMIC FAILURES" means a cyclical repeatedly failure. "FAULTY UNIT" means a Service Unit that does not fulfill the Specification. "LEAD TIME" means the time between the receipt of order and delivery as stated in Appendix 1 hereto. "PROCEDURES MANUAL" means the manual referred to in Appendix 1 hereto. "REPLACEMENT UNIT" means a fault free Service Unit with the same product code as a Faulty Unit. The revision state of the Replacement Unit may be of the same or higher state than the Faulty Unit regarding the numeric value. The character following the numeric value may be lower, i.e. the functionality of it shall always be the same or better as that of the Faulty Unit. The unit may be at SELLER's option new or a refabricated unit. "SERVICE UNITS" means PURCHASER's Hardware units (i.e., equipment) specified in the Procedures Manual. "SPECIFICATION" means the technical and functional specification of the Service Units which is specified in the Acquisition Agreement. 3. REPAIR & REPLACEMENT System Services Contract (67) Repair & Replacement is the service for the delivery of Replacement Units in exchange of Faulty Units, as further specified below. 4. DELIVERY OF REPLACEMENT UNITS SELLER shall after receipt of an order, from PURCHASER placed in accordance with the Procedures Manual, for each Replacement Unit category, deliver a Replacement Unit to the PURCHASER within the Lead Time stated in Appendix 1. Service Units are divided into two categories, category 1 and category 2 as stated in the Procedures Manual. Delivery terms for Replacement Units shall be in accordance with Appendix 1 hereto. Risk of loss and damage to the Faulty Unit and title thereto shall pass to SELLER when delivered in accordance with the delivery term stipulated in this Article 4. The accuracy for the Lead Time is 95% or more. If a Faulty Unit in the System suffers from Epidemic Failure, the agreed Lead Times does not apply. The Lead Time may in such case vary depending on SELLER's workshop capacity. In such case the maximum Lead Time shall not exceed six (6) months for either category of Service Units. 5. DELIVERY OF FAULTY UNITS Delivery terms for Faulty Units shall be in accordance with Appendix 1 hereto. Risk of loss and damage to the Faulty Unit and title thereto shall pass to SELLER when delivered in accordance with the delivery term stipulated in this Article 5. If a Faulty Unit, classified as category 2 is deemed by SELLER to be Beyond Repair, the PURCHASER shall within thirty (30) calendar days be informed thereof and the Faulty Unit shall be returned to PURCHASER at PURCHASER's risk and expense. In this case SELLER shall, if a Replacement Unit is available, offer PURCHASER such a unit at the same price as a spare part. 6. STATISTICAL INFORMATION SELLER undertakes to issue quarterly reports containing delivery performances and fault statistics regarding Service Units. 7. SERVICE REQUESTS AND PROCEDURES MANUAL In order for the SELLER to be able to provide the Repair & Replacement service, the PURCHASER must provide the SELLER with all available data and information when requesting the service. System Services Contract (68) Repair & Replacement service requests by the PURCHASER shall be made in accordance with the Procedures Manual. An order by the PURCHASER which has not been made in accordance with the Procedures Manual will be rejected by the SELLER. In such a case the PURCHASER must reissue and resubmit a new order. The Procedures Manual states the procedures to be followed by the PURCHASER and the SELLER in the performance of this service. It shall be regarded as a part of the Contract, and is stated in Appendix 1 hereto. The Procedures Manual covers the following areas: o Administrative procedures for ordering o Contact list o Address list o List of Service Units 8. PURCHASER'S OBLIGATIONS In order for the SELLER to be able to provide the Repair & Replacement service to the PURCHASER, in addition to the General PURCHASER's Obligations stated in the Contract, the PURCHASER is obligated to: i) Undertake to treat Faulty Units as if they were functional units and according to SELLER's standards to prevent additional damage to the Faulty Units. ii) Undertake to follow the procedures mutually agreed upon in the Procedures Manual. iii) Not make any modification or attempt to repair Service Units without SELLER's written approval. 9. APPENDIX The variables for the Repair & Replacement service are specified in Appendix 1 hereto. System Services Contract (69) APPENDIX 1 to Service Product Specification Repair & Replacement SPECIFICATION OF VARIABLES FOR REPAIR & REPLACEMENT 1. LEAD TIME Lead Time for Service Parts category 1: 30 calendar days. Lead Time for Service Parts category 2: 60 calendar days. 2. ORDERS RECEIVED For Service Units category 1, orders are considered received by SELLER when: Faulty Unit and correct documentation are in ERICSSON REPAIR CENTER's possession. For Service Parts category 2, orders are considered received by SELLER when: Faulty Unit and correct documentation are in ERICSSON REPAIR CENTER 's possession. 3. DELIVERY TERMS Each party shall bear the cost of shipping replacement and faulty units to the other party. 4. PROCEDURES MANUAL The Procedures Manual is created jointly by SELLER and PURCHASER. System Services Contract (70) ANNEX 4a PRICES FOR SW MAINTENANCE 1. SW MAINTENANCE FEE
- ------------------------------------------------------------------------------------------------------- SERVICE CATEGORY PRICE - ------------------------------------------------------------------------------------------------------- SOFTWARE MAINTENANCE (BASIC) BASIC (INCLUDES) 1) Fault specification, Isolation, and solution 2) Software Updates/Upgrades 3) Emergency Support 4) Telephone Consultation PLATFORM FEE (BASED ON NUMBER OF MSC/HLR) 1 MSC/HLR [CONFIDENTIAL TREATMENT REQUESTED] 2-4 MSC/HLR [CONFIDENTIAL TREATMENT REQUESTED] greater than 5 MSC/VLR [CONFIDENTIAL TREATMENT REQUESTED] SOFTWARE SUPPORT MSC (Based on # of RBS connected to MSC) 1-24 RBS [CONFIDENTIAL TREATMENT REQUESTED] 25-50 RBS [CONFIDENTIAL TREATMENT REQUESTED] greater than 51 RBS [CONFIDENTIAL TREATMENT REQUESTED] HLR [CONFIDENTIAL TREATMENT REQUESTED] MXE [CONFIDENTIAL TREATMENT REQUESTED] AP [CONFIDENTIAL TREATMENT REQUESTED] CDPD MDBS 882 [CONFIDENTIAL TREATMENT REQUESTED] CDPD MDBS 884 [CONFIDENTIAL TREATMENT REQUESTED] OPTIONAL FEATURES MSC [CONFIDENTIAL TREATMENT REQUESTED] OSS [CONFIDENTIAL TREATMENT REQUESTED] WIN [CONFIDENTIAL TREATMENT REQUESTED] - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- CDPD Backbone [CONFIDENTIAL TREATMENT REQUESTED] System Services Contract (71) SOFTWARE MAINTENANCE (ENHANCED) OPTION 1 (INCLUDES) 1) Consultation Service [CONFIDENTIAL TREATMENT not included in BASIC REQUESTED] Minimum: 12 hours on-site support Minimum: 1 hour telephone support OPTION 2 (INCLUDES) 1) Emergency On-Site Support [CONFIDENTIAL TREATMENT REQUESTED] Minimum: 12 hours on-site support SOFTWARE MANAGEMENT CONFIGURATION (ENHANCED) Software Updates Per System Basis Software Upgrades Per System Basis - -------------------------------------------------------------------------------------------------------
2. PRICE CALCULATION FOR ADDITIONAL NETWORK ELEMENTS The Additional Fee, for additional network elements added to the System, will be effective and charged from the adjacent month after acceptance. The charge is calculated for the rest of the year on a prorata basis for the remaining months. 3. PRICE REDUCTION DURING THE SOFTWARE WARRANTY PERIOD The Customer shall, during the Software warranty period under the Acquisition Agreement, pay no fee for the basic SW Maintenance Services. 4. PRICE ADJUSTMENT CLAUSE The prices stated above are subject to adjustment in accordance with the Acquisition Agreement. 5. INVOICING The charges will be invoiced on the date of Software warranty expiration under the Acquisition Agreement and thereafter monthly in advance during the terms of this Contract. Optional selections will be billed from the date of purchase. System Services Contract (72) ANNEX 4a PRICES FOR HW MAINTENANCE 1. HW MAINTENANCE FEE
- ----------------------------------------------------------------------------------------------------- SERVICE CATEGORY PRICE - ----------------------------------------------------------------------------------------------------- HARDWARE MAINTENANCE (BASIC) BASIC (INCLUDES) 1) Repair and Replacement RBS 882 Analog transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 882 Digital transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 882 Micro transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 882 Digital Micro transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 884 transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 884 Micro transceiver [CONFIDENTIAL TREATMENT REQUESTED] RBS 884 Compact transceiver [CONFIDENTIAL TREATMENT REQUESTED] MSC with 1 - 16 STCs (Small Node) [CONFIDENTIAL TREATMENT REQUESTED] MSC with 17 - 34 STCs (Medium Node) [CONFIDENTIAL TREATMENT REQUESTED] MSC with more than 34 STCs (Large Node) [CONFIDENTIAL TREATMENT REQUESTED] HLR [CONFIDENTIAL TREATMENT REQUESTED] MXE [CONFIDENTIAL TREATMENT REQUESTED] CDPD MDBS 882 [CONFIDENTIAL TREATMENT REQUESTED] CDPD MDBS 884 [CONFIDENTIAL TREATMENT REQUESTED] Fixed Cellular MLT [CONFIDENTIAL TREATMENT REQUESTED] Fixed Cellular SLT 0-50,000 SLT [CONFIDENTIAL TREATMENT REQUESTED] Fixed Cellular SLT [CONFIDENTIAL TREATMENT REQUESTED] HARDWARE MAINTENANCE (ENHANCED) OPTIONAL Advanced Delivery Service 1) Repair and Per System Basis Replacement - -----------------------------------------------------------------------------------------------------
System Services Contract (73) 2. HW MAINTENANCE FEE (OPTIONAL) OPTIONAL HW MAINTENANCE SERVICE INCLUDES: Repair and replacement, advanced delivery service. 2-Day Top 100 Critical Parts List Price for Repair and Replacement, Advanced Deliver Service is as follows: $TBD 3. PRICE CALCULATION FOR ADDITIONAL NETWORK ELEMENTS The Additional Fee, for additional network elements added to the System, will be effective and charged from the adjacent month after acceptance. The charge is calculated for the rest of the year on a prorate basis for the remaining months. 4. PRICE REDUCTION DURING THE HARDWARE WARRANTY PERIOD The purchaser shall, during the Hardware warranty period under the Acquisition agreement , pay no fee for the H/W Maintenance Services. 5. PRICE ADJUSTMENT CLAUSE The prices stated above are subject to adjustment in accordance with the Acquisition Agreement. 6. INVOICING The charges will be invoiced on the date of Hardware warranty expiration under the Acquisition Agreement and, thereafter, monthly in advance during the terms of this Contract. System Services Contract (74) ATTACHMENT E ACQUISITION AGREEMENT #9152 DOCUMENTATION CMS 8800 PRODUCT INFORMATION DEFINITION INTRODUCTION The CMS 8800 library is designed to be user-friendly so that relevant documents will be at hand when and where they are needed. The library provides the information needed to operate, maintain, check and repair the system and its equipment in a proper and effective manner. The contents and arrangement of the library are intended to show the correct servicing of the system. The documentation is divided into modules covering areas such as software, hardware etc. The documents are written for operators, technicians and engineers who are experienced with similar equipment. The documentation should be combined with Ericsson training courses that incorporate the appropriate theoretical and practical applications. This library description gives a summary of the customer library covering the information needs for Ericsson's Cellular Mobile System CMS 8800. Please note that the library is under development and changes in library structure, contents and distribution media may take place in order to include new functions and to make the library easier to use. 13. LIBRARY STRUCTURE The CMS 8800 system library is divided into five parts, Mobile Services Switching Center (MSC) Library, Home Location Register (HLR) Library, Radio Base Station (RBS) Library, Operation and Support (OSS) Library, and External Vendor Libraries. Each library contains different kinds of documents with varied information. The grouping of documents into libraries, each forming an information package, makes the library adaptable to the information requirements of different users in an operating company. -------- CMS -------- ---------- --------- --------- --------- --------- Library Library Library Library Library MSC HLR RBS OSS EXT ---------- --------- --------- --------- --------- To facilitate searching for information in paper-bound libraries, it is more efficient to have the documents divided and grouped into modules and submodules, which are electronically stored libraries. In this description, however, it is used as an easier way to explain the ideas behind the structure of the libraries. All types of modules are not normally included in each one of the libraries. Below is a list of modules existing today: Module Designation B Operation and Maintenance C Office/Site Documents D Descriptions for Functional Products F Hardware Documents K Power Supply Documents (Radio Base Station) Modules and Submodules In paper-bound libraries, each module can be composed of one or more binders, depending on the amount and type of material covered by the particular module. Modules are composed of separate submodules related to specific topics. These submodules are listed numerically beginning with the module letter and 01. At the beginning of each of the submodules, there is an index or list detailing the subject matter covered. This index breaks down the submodule into particular units of information. The units of information contained in the submodules are in the form of numbered documents. Each module and the associated submodules deals with a specific type of information, such as Maintenance, Operations, and Engineering. DISTRIBUTION MEDIA MSC and HLR AXE libraries AXE libraries are distributed electronically on two different platforms: DOCVIEW is the document viewing program which compacts the data sufficiently for use on a PC hard disk. The entire AXE Operations and Maintenance Library can be stored in 16 Mb. The DocView program works as a companion to FIOL, the interface with the AXE. DocView and FIOL are used simultaneously with a split screen. DocView is easy to learn and fast to use. It is generally delivered on a CD ROM, but is not used as a CD ROM product. DocView is intended to be a tool for the experienced, or trained, user. KRSWIN CD ROM is the document viewing program with a powerful searching engine. Using Boolean operands (and, or, not), the user may search for terms while combining terms. For example, "ETC and STR" will locate all documents where both these terms are found. KRSWin is a windows product and is intended for use by the novice operator, or a switch engineer who needs to perform research in great detail. RBS library The 884 Users Guide are available on KRSWin CD ROM. The balance of the RBS information is distributed on paper. OSS library The distribution media is paper. External Vendors library The distribution media is paper. AXE (MSC AND HLR) OPERATION AND MAINTENANCE MANUAL The Operation & Maintenance Manuals are sometimes called the Job Procedures Library. The AXE operators may be asked to perform tasks on the AXE prior to training courses, or in an alarm/emergency situation. The job procedure is a special document type which is an easy-to-use, step-by-step, task-oriented, detailed explanation of how to carry out a particular task. This information can be used in a way which enhances in-service-performance goals for the end-user. Fewer mistakes are made and tasks are completed efficiently the first time. The Operation and Maintenance Manual is available on KRSWin CD ROM. Thus, the reader can search for familiar terms to learn the tasks on his own. The job procedure is written on two competence levels. For the experienced technician who knows the command and is familiar with the procedure, a detailed flow chart is given. This flow chart gives guidance and serves as a memory-aid for the experienced worker. For the novice technician, the flow chart is a detailed description of what actions should be taken and how the AXE will react to the activity. Complete examples of syntax are provided. Warnings are also noted. This level of detail provides the inexperienced technician with the information to do any task as well or better than an experienced colleague. The information given is related to a specific AXE application system; i.e., the contents are adapted to the equipment included and functions for the system involved. RADIO BASE STATION LIBRARY These instructions are intended for use by customers who will install and/or commission the base station. Included in this information is the Ericsson know-how regarding methods and procedures for installation and testing. 884 Users Guide This modern work guide is intended for use by end-user customers of all competence levels. The typical radio technician would need this information only when the new product is delivered. It can be used to learn the new functions of the product and the new routines associated with it. The 884 Users Guide includes these sections: o INTRODUCTION: This section describes the scope of the contents of the information within. o SYSTEM DESCRIPTION: This section contains descriptions of the functional structure, the hardware architecture, and the hardware and software interfaces for the base station. The manual also contains a basic description of the CMS 8800. o INSTALLATION: This section details activities required to install and commission the radio. It is written in job procedure format. o TEST AND VERIFICATION: This section contains information describing the procedures for making an installation test and how to perform a start of operation of the base station. It contains lists of recommended test instruments, and test instructions for hardware and function testing. The manual is a tool for the commissioning staff. o OPERATION & MAINTENANCE: This section describes the procedures required for normal operation and maintenance of the base station. The manual contains information for the administrative routines, shipping and storage, repair orders, handling of spare parts, inspection, and operation. The manual also contains information covering checking or "fault-finding" and repair. The manual is job-oriented in the same manner as the work-flow. o TROUBLESHOOTING: This section is an aid in controlling and troubleshooting equipment on site using a Personal Computer or data terminal connected to the Input/Output Interface Magazine. o GLOSSARY OF TERMS o ACRONYMS AND ABBREVIATIONS o SUPPORT INFORMATION o APPENDIX: This section includes hard-to-remember charts and tables, such as Fault Code Lists and Frequency Lists. OSS - OPERATION AND SUPPORT SYSTEM - LIBRARY The documentation for the OSS system is delivered in a customer library. The library contains information describing the functions, administrative routines, error handling, operational instructions, installation instructions, software customization, acronyms, valid range of value, etc. The presentation media is both paper modules consisting of one or more binders, and on-line presentation. The on-line information may be cross-reference-linked to other product information such as AXE or TMOS information. On-line OSS information will be accessible using the Help function. Introduction The main principle for compiling a customer library is simply that each library should contain the information needed to run the Operation and Support System at the site where it is to be placed. Module A: Introduction Manual The Introduction Manual contains a general description of the functions and the interfaces from the OSS to other systems. It also describes the other modules in the set and the procedure for trouble reporting. Module B: System Administration Manual The System Administration Manual contains information for system administration. It also contains instructions for software maintenance such as administrative routines, corrective maintenance procedure, error handling, advanced diagnostics, software reconfiguration, user interface customization, security and authority management, and license keys management. It describes recovery procedures for cases in which a link goes down, the OSS server fails, or the AXE begins a restart. The B module also describes the procedure to modify the system configuration, and to identify, correct and report failures and defects within the system. Module D: Reference Manual The Reference Manual provides an overview of the product which includes general system capacity and limitations. Module G: Installation Manual The Installation Manual contains all instructions required to install the OSS. It also describes the installation parameters, valid range of value, etc. Module H: Function Verification Manual (where applicable) The Function Verification Manual contains instructions to be used by novice operators. Module M: Programming Manual (where applicable) The Programming Manual contains information on the application interfaces needed for development or alteration of functions. Module N: Market Adaptations Manual (where applicable) The Market Adaptations Manual provides unique (site-specific) information specific to each customer's application systems. Module O: Operations Manual The Operations Manual contains illustrations of the windows and examples of OSS reports and how to analyze them. PRODUCT INFORMATION THEORY AND PROCESSES General Information This information mainly describes the AXE (MSC and HLR) documentation to show the principles, but the documentation for most of the other units included in CMS 8800 is structured and designed for use in a similar way. Architecture The system has modular architecture with top down design and function modules on five levels. (See figure below.) Therefore, each function block as well as each function unit has its own product identity. Each is handled individually throughout the life cycle of the product. That is, not only are the function blocks and function units designed, engineered, documented, and installed separately, they can also be operated, maintained, and updated individually. Modularity Modularity regulates system organization, hardware design, software design, and applications. The entire system is a set of specified functions, realized at the lowest level as function units to the highest level, the total system. The figure below shows the AXE modular architecture. ----------------------------------------------------------------------- System Product Level 1 ------------------- System Products Level 2 -------------------------- Sub system Level --------------------------------- Function Block Level ------------------------------------------ Function Unit Level Software Hardware ---------------------------------------------------- ----------------------------------------------------------------------- AXE Modular Architecture System A system is an organized collection of parts for a completely functioning product, such as a telephone system, a signaling system, or a cooling system. The AXE System Level refers to the entire AXE system and encompasses all subordinate modular levels. The APZ subsystem is responsible for controlling the telephony applications switch equipment. The APT subsystem is responsible for switching telephone calls in the AXE. EXAMPLE: AXE Telephone Exchange System (System Product Level 1) APZ Control System for AXE (System Product Level 2) APT Switching System for AXE (System Product Level 2) Subsystem A subsystem is a logically limited part of a system. The subsystem represents characteristics and well-defined main functions within the system. Both APZ and APT systems are divided into a number of subsystems. ANZ consists of subsystems supporting the control system; the ANT contains subsystems in support of telephony applications. Some subsystems contain only software, others contain both software and hardware. EXAMPLE: ANZ Central processing unit ANT Subscriber switching stage Function Block A function block is a logically limited part of a subsystem. It can be an independent product or a combination of hardware or software product(s) and functional unit(s). Each subsystem consists of individual Function Blocks. Each function block has an interface to all other function blocks, which is defined by discrete signals. Each function block is made up of software or hardware function units that define specific functions within individual function blocks. EXAMPLE: Data store Fault handling Input/Output device Function Unit A function unit is the smallest building block in the functional structure. Function units can be either hardware or software. The function units are used when a product in hardware or software must be divided into smaller functionally related parts. Magazines The hardware function unit of a function block usually contains several identical devices or circuits and some common equipment. These hardware devices are implemented on printed circuit boards. The boards are grouped together in board cages called magazines. Product code/Product identity A product is identified by a unique product code and its designation. The product code indicates the system's association with the product, its location in the product hierarchy, its function, and its relationship with other products. The figure below shows a simplified product code in AXE. AXE Level 1 ----------------- APZ APT Level 2 ------------------------- ANZ ANT Sub System -------------------------------- CNZ CNT Function Block --------------------------------------- CAA COA ROF BFD Function Unit --------------------------------------------- Simplified Product Code in AXE System level 1 has the product code AXE. System level 2 has product codes APZ for the control and APT for the switching system. All subsystems in APZ have a product code ANZ (ANT is used for APT). All function blocks in ANZ have a product code CNZ (CNT is used for ANT). Software units and function units have product codes CAA and COA, respectively. Magazines and printed boards have the product codes BFD and ROF, respectively. Documentation Principles The Ericsson document numbering system is built on a close relationship between the products and their associated documents. The system's hierarchy defines the products at different levels. From a documentation point of view, all products, from the top level (AXE, APT, APZ) to the bottom level (individual circuit board) are treated equally. The numbering system classifies and groups the products and documents according to their use, system association, and content. Predefined basic numbers and classes are registered in a database, and new items can be registered as required. An individual identity number consists of letters and digits combined according to the rules of the numbering system. An individual document number consists of two parts: a decimal class and a product number. These parts are made up of letters and digits, combined according to the rules of the document numbering system. The decimal class indicates the information content of the document. A decimal class consists of four or five numbers. A prefix can be attached to decimal class to indicate a difference between individual documents, without changing the meaning of the decimal class. A product number indicates the system level for which the document is written. A product number is made up of a combination of letters and numbers. The letters designate the system level, while the numbers identify the product. A product is identified by a unique product number and its designation. The product number indicates the system association of the product, its location in the product hierarchy, its implementation (for example, software and hardware), and its relationship with other products. Note that this is a description of Ericsson's document numbering system. That the document type is mentioned or described in this part of the library description does not imply that the document type is included in the CMS 8800 library. Document Structure The system hierarchy defines the products at different levels. All products from top level (AXE, APT, APZ ) to the bottom (individual circuit board) are treated equally from a documentation identification point of view. For each product category, a document structure shows the documentation required for the different phases the product goes through, such as design and production. The below figure shows the document structure for one function block. [GRAPHIC OMITTED] Document Structure for a Function block The document survey is an important document. All other documents belonging to a particular product are listed on the survey. (See next figure.) Note: Only those documents required for normal everyday activities are supplied to the customer. The remainder are internal proprietary documents. The volume of documentation is considerable for complex products. The amount of documentation that exists for a particular product is not apparent from the product code alone. The next figure shows all the information needed for the APT system products level. [GRAPHIC OMITTED] ATTACHMENT F ACQUISITION AGREEMENT # 9152 TRITEL INC. CMS 88 RESPONSIBILITY MATRIX TABLE OF CONTENTS
PLANNING....................................................................... 3 200 Initial Planning & Design. 210 Radio Network Design IMPLEMENTATION & TESTING OF RBS............................................................................ 5 300 Base Station Site Search (site acquisition) 310 Base Station Site Lease (site acquisition) 320 RBS Engineering 330 Base Station Site Civil Construction 340 Installation of Outdoor RBS Equipment 350 Installation of Indoor RBS Equipment 360 RBS Network Element Test 370 Engineering Antenna System IMPLEMENTATION & TESTING OF SWITCH (E.G. MSC, HLR).............................10 400 Switch Engineering 410 Data Transcript 420 Civil Construction & Site Acquisition for Switch Site 430 Switch Installation 440 Switch Network Element Testing IMPLEMENTATION & TESTING OF NETWORK MANAGEMENT SYSTEMS (NMS) (E.G. OSS, SMAS) & OTHER NETWORK ELEMENTS(E.G. MXE).........................14 500 Engineering of Seller's NMS Network Elements (e.g. OSS, SMAS) 510 Engineering of Seller's Other Network Elements (e.g. MXE) 520 Pre-Testing of Seller's NMS Network Elements (e.g. OSS, SMAS) 530 Installation of Seller's Other Network Elements (e.g. MXE) 540 Installation of Seller's NMS Network Elements (e.g. OSS, SMAS) 550 Testing of Seller's Other Network Elements (e.g. MXE) 88 IMPLEMENTATION & TESTING OF TRANSMISSION...................................................................15 600 Lease of Transmission & Data Communications Network 610 Transmission Engineering 620 Transmission Installation 630 Transmission Testing 640 Testing Data Communications Network INTEGRATION & ACCEPTANCE.....................................................................17 700 Integration of Seller's MSC, HLR, Network Elements & PSTN 710 Integration of Seller's NMS (e.g. OSS, SMAS) Network Elements 720 Integration of Seller's Other (e.g. MXE) Network Elements 730 Integration of Seller's RBS Network Elements 740 System Demonstration (for Network Elements delivered by Seller) 750 NMS Demonstration (for Network Elements delivered by Seller) 760 Initial Tuning 770 Commercial Acceptance 780 RF Optimization 790 Initial Configuration Acceptance
89 KEY The Responsibility Matrix states different areas of activities within the project and clarifies the division of responsibility between Purchaser and Seller. X = Purchaser's responsibility B = Included in Seller`s Basic Package for Engineering, Installation and Testing O = Optional available from Seller at additional charge O1 = Optional available from Seller at additional charge. Seller responsible for everything except Zoning, commercial power and Telco. O2 = Optional available from Seller at additional charge. Seller responsible for Civil Construction only.
- ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- PLANNING - ------------------------------------------------------------------------------------------------------------- 200. INITIAL PLANNING & DESIGN - ------------------------------------------------------------------------------------------------------------- 1. Prepare "Market Requirement Questionnaire": ERICSSON PROVIDE . - Plan and estimate overall number of basestations B TRITEL THE . - Grade of service B DOCUMENT . - Transmission routing, signaling, numbering, charging B . - Services, operations, and maintenance plans B ERICSSON BRINGS . - External interfaces defined B DT, ENG., . - Prepare radio network requirements document (only if B INSTALLATION Seller is providing RF Network plan) AND JR INVITES . - Develop reports from requirements document B THE RESOURCES TO . - Obtain tools (software/hardware to create reports) B KICKOFF - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 2. Clarify requirements interrelated, if any, with other X working networks. 90 PURCHASER SELLER REMARKS TASK R - ------------------------------------------------------------------------------------------------------------- 3. Answer Market Requirement Questionnaire (data base). X - ------------------------------------------------------------------------------------------------------------- 4. Review responses from Market Requirement Questionnaire. B Recommend changes, or approve. - ------------------------------------------------------------------------------------------------------------- 5. Seller to supply "Exchange Requirement" data forms to B Purchaser. - ------------------------------------------------------------------------------------------------------------- 6. Answer Exchange Requirement data forms. X - ------------------------------------------------------------------------------------------------------------- 7. Review responses from Exchange Requirement data forms. B Recommend changes, or approve. - ------------------------------------------------------------------------------------------------------------- 8. Plan and estimate the Network Element(s) required to X meet market and exchange data criteria. - ------------------------------------------------------------------------------------------------------------- 9. Determine number of hours of reserve required for X emergency power (battery backup) for switch. - ------------------------------------------------------------------------------------------------------------- 10.Design emergency power based on item 200.9. Seller to B supply design requirements to Purchaser. - ------------------------------------------------------------------------------------------------------------- 11.Define a minimum portion of the Initial Configuration X B for Initial Tuning - ------------------------------------------------------------------------------------------------------------- 210. RADIO NETWORK DESIGN - ------------------------------------------------------------------------------------------------------------- 1. Prepare forecast of demand for service and location of demand: X . - Outline desired area of coverage via maps or software X . - Show demographic information of area to be covered X . - Define coverage areas that are designated "urban", "suburban", and "rural" X . - Designate estimated subscriber growth for coverage area X O . - Design RF cellplan to be used. - ------------------------------------------------------------------------------------------------------------- 2. Develop coverage objectives. Prepare coverage plan to meet objectives: . - Define building coverage penetration requirement for X O urban", "suburban", and "rural" . - State time restraints to provide coverage of above areas X and outline yearly marketing requirements through year 10. - ------------------------------------------------------------------------------------------------------------- 3. Prepare nominal cell plan using items 210.1 and 210.2. X O - ------------------------------------------------------------------------------------------------------------- 4. Provide search areas for cell sites as proposed by RF X Engineering to site acquisition responsible. - ------------------------------------------------------------------------------------------------------------- 5. Perform feasibility study for and ranking of possible site(s): X . - Preliminary zoning review X . - Preliminary site survey by RF Engineering X . - Preliminary site survey by construction company(s). - ------------------------------------------------------------------------------------------------------------- 6. Select best site. Purchaser to notify the acquisition X B REVIEW ROOFTOPS team. - ------------------------------------------------------------------------------------------------------------- 91 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 7. Identify, qualify and secure real estate for exchange X and radio base station sites. - ------------------------------------------------------------------------------------------------------------- 8. Perform radio microwave analysis. If necessary, clear X frequency band. Inform Seller of available frequencies in relation to time schedule. - ------------------------------------------------------------------------------------------------------------- 9. Determine frequency plan based on results of item 210.8. X - ------------------------------------------------------------------------------------------------------------- 10.Document and distribute radio base station dependent data. Identify the following cell site information: X O . - Number of voice channels X O . - Effective radiated power X O . - Antenna radiation center above ground level (AGL) X O . - Sector/omni antenna and orientations X O . - Down-tilt angle (if used) X O . - Frequency plan X O . - Frequency hopping sequence (if used) X O . - Site name, site code and number X O . - Provide map coordinates of base stations X O . - Create Cell Design Data (CDD) for each site - ------------------------------------------------------------------------------------------------------------- 11.Prepare FCC application of frequency use, adjacent X channel use, and obtain coordination approval (see ITEM300.2). - ------------------------------------------------------------------------------------------------------------- 12.Review network data sheets against equipment B capabilities (e.g. ERP not achievable). Negotiate and work-out discrepancies. - ------------------------------------------------------------------------------------------------------------- 13.Design and conduct cellplanning site survey e.g.: . - Position relative normal grid X O . - Space for antenna system including antenna separation X O . - Nearby obstacles X O . - Service area X O . - Measurements (if necessary) of path loss and time X O dispersion - ------------------------------------------------------------------------------------------------------------- . IMPLEMENTATION & TESTING OF RBS - ------------------------------------------------------------------------------------------------------------- 300. BASE STATION SITE SEARCH (SITE ACQUISITION) - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 1. Provide to Purchaser site prerequisites specifications B (size, floor loading, ceiling height, etc.). - ------------------------------------------------------------------------------------------------------------- 2. Submit application to FCC and local authorities (see X item 210.11). - ------------------------------------------------------------------------------------------------------------- 92 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 3. Perform title search for selected sites and verify the X site is available for lease. - ------------------------------------------------------------------------------------------------------------- 4. Identify microwave circuit(s) and other interfering X objects that must be relocated. - ------------------------------------------------------------------------------------------------------------- 5. Provide information to Seller that a site is preliminary X B ERICSSON REVIEW identified. Possible inspection will be performed at WITH TRITEL FOR Seller's discretion CAPABILITY OF BEING BUILT - ------------------------------------------------------------------------------------------------------------- 310. BASE STATION SITE LEASE (SITE ACQUISITION) - ------------------------------------------------------------------------------------------------------------- 1. Perform negotiation with site owners. X - ------------------------------------------------------------------------------------------------------------- 2. Approve and conclude lease contract. X - ------------------------------------------------------------------------------------------------------------- 3. Complete site data file and provide to civil construction contractor: - Preliminary site plan X - Final title search results X - Lease/purchase documents X - FCC permits submitted and received X - ------------------------------------------------------------------------------------------------------------- 4. Complete site data file and provide to civil construction contractor: - RF Engineering data X - Building permits X - An engineering firm soil test if required X - ------------------------------------------------------------------------------------------------------------- 320. RBS ENGINEERING - ------------------------------------------------------------------------------------------------------------- 1. Perform joint site survey to determine layout for site, X B including antenna system. Parties to agree on layout. - ------------------------------------------------------------------------------------------------------------- 2. Prepare site prerequisites specifications for site B search (see item 300.1), and for civil construction (see item 330.2) - ------------------------------------------------------------------------------------------------------------- 3. Prepare detailed installation design based on item 320.1. B - ------------------------------------------------------------------------------------------------------------- 4. Approve detailed installation design. X - ------------------------------------------------------------------------------------------------------------- 5. Prepare as built drawings after installation. B - ------------------------------------------------------------------------------------------------------------- 330. BASE STATION SITE CIVIL CONSTRUCTION - ------------------------------------------------------------------------------------------------------------- 1. Hire Architecture & Engineering (A/E) firm. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 2. Give Seller's requirements to A/E firm e.g.; size and B weight of Seller's equipment, environmental requirements, demarcation points to be located close to basestations. - ------------------------------------------------------------------------------------------------------------- 93 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 3. Obtain topographic survey of property (if tower/monopole X O1 & O2 is to be constructed). - ------------------------------------------------------------------------------------------------------------- 4. A/E firm will prepare complete site drawings (A&E). Drawings to include but not limited to showing: . - Equipment locations and details X O1 & O2 . - Electrical panel location and details X O1 & O2 . - Telco demarcation point and details X O1 & O2 . - Antenna descriptions, locations and details X O1 & O2 . - Coax locations and details X O1 & O2 . - Concrete support pads/steel platform structures and X O1 & O2 details X . - Mounting devices (e.g.; threaded studs) if required for O1 & O2 the Seller's equipment X O1 & O2 . - Reinforcement of existing structures X O1 & O2 . - External alarms and details X B Ericsson to . - Grounding system and details X B provide grounding . - Lightning protection system and details X O1 & O2 spec. and - Warning lights on tower X O1 & O2 lightning - Special color on tower X O1 & O2 protection . - Tower/monopole/coax bridge details (for tower/monopole X sites, only) X O1 & O2 REQUIREMENTS. . - Fences and details(for tower/monopole sites, only) X O1 & O2 . - Access road and details (for tower/monopole sites, only) X O1 & O2 . - Core drilling X O1 & O2 . - Fire protection system X O1 & O2 . - Heating, ventilating, air conditioning systems X O1 & O2 . - Lighting systems - ------------------------------------------------------------------------------------------------------------- 5. Approve site drawings. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 6. Provide copy of A&E drawings to Seller (or to Purchaser). X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 7. Acknowledge receipt of approved A&E Drawings. B - ------------------------------------------------------------------------------------------------------------- 8. Prepare and issue request for quotation for new tower or X O1 & O2 monopole (if tower/monopole is to be constructed). - ------------------------------------------------------------------------------------------------------------- 9. Select vendor for new tower or monopole and place order X O1 & O2 (if tower/monopole is to be constructed). - ------------------------------------------------------------------------------------------------------------- 10.Obtain soils report (if tower/monopole is to be X O1 & O2 constructed). - ------------------------------------------------------------------------------------------------------------- 11.Design foundation for tower or monopole (if X O1 & O2 tower/monopole is to be constructed). - ------------------------------------------------------------------------------------------------------------- 94 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 12.Obtain structural analysis of existing tower or monopole X O1 & O2 with new equipment added (for existing tower/monopole sites only). - ------------------------------------------------------------------------------------------------------------- 13.Order antenna support structure. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 14.Issue A&E drawings to contractors for quotes. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 15.Select contractor(s) X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 16.Furnish antennas, feeders and jumpers. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 17.Provide warehouse for civil construction items (if X O1 & O2 required) - ------------------------------------------------------------------------------------------------------------- 18.Obtain building permit. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 19.Obtain zoning approval. X - ------------------------------------------------------------------------------------------------------------- 20.Order commercial power. X - ------------------------------------------------------------------------------------------------------------- 21.Order Telco. X - ------------------------------------------------------------------------------------------------------------- 22.Prepare construction schedule and list milestones such X O1 & O2 as "joint site inspection" date and "site ready for installation" date to Seller - ------------------------------------------------------------------------------------------------------------- 23.Prepare and distribute implementation schedule for B Seller's "Installation and Testing". - ------------------------------------------------------------------------------------------------------------- 24.Construct site in accordance with approved A&E drawings X O1 & O2 in item 330.4. Construct tower/monopole with foundations (for tower/monopole sites only). - ------------------------------------------------------------------------------------------------------------- 25.Provide security during construction. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 26.Provide Seller's (or Purchaser's) access to site during X O1 & O2 construction. - ------------------------------------------------------------------------------------------------------------- 27.Supervise site construction. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 28.For antenna systems: . - Perform Voltage Standing Wave Radio (VSWR ) and Time X O1 & O2 Domain Reflectometer (TDR) test for all lines and antennas. Check feeders are connected to right antennas. - ------------------------------------------------------------------------------------------------------------- 29.Clean up site. X B WHO EVER MADE THE MESS CLEANS IT UP - ------------------------------------------------------------------------------------------------------------- 30.Joint site inspection of civil construction X B - ------------------------------------------------------------------------------------------------------------- 31.Issue "Civil Site Acceptance Certificate". (X) B - ------------------------------------------------------------------------------------------------------------- 32.Turn site over to Seller's installation team. X - ------------------------------------------------------------------------------------------------------------- 33.Provide "As Built" drawings. X B - ------------------------------------------------------------------------------------------------------------- 34.Issue "Site Civil Exceptions List". X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 35.Resolve items on "Site Civil Exceptions List". X O1 & O2 95 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 36.Issue "Site Civil Exceptions List Certificate of (X) B Completion". - ------------------------------------------------------------------------------------------------------------- 340. INSTALLATION OF OUTDOOR RBS EQUIPMENT - ------------------------------------------------------------------------------------------------------------- 1. Provide telephone line or equivalent as back-up B (Cell Phones) communication link for technicians. - ------------------------------------------------------------------------------------------------------------- 2. Provide security during the installation phase (if X necessary) - ------------------------------------------------------------------------------------------------------------- 3. Provide transportation from Seller's storage B location/port/airport to site (coordinated by Seller). - ------------------------------------------------------------------------------------------------------------- 4. Provide crane or other necessary lifting equipment at B site (coordinated by Seller). - ------------------------------------------------------------------------------------------------------------- 4.1 PROVIDING CRANE FOR ROOFTOP INSTALLATIONS PRICE TO BE X B NEGOTIATED WITH PURCHASER, COORDINATION BY SELLER AND PURCHASER - ------------------------------------------------------------------------------------------------------------- 5. Provide police escort and permits required to use crane B and possible block traffic. - ------------------------------------------------------------------------------------------------------------- 6. Install and connect the RBS equipment with POWER & T1 & B WAVE GUIDE (2 PEOPLE AT SITE AND 1 PERSON AT MSC GENERALLY, DURATION 4 HOURS) - ------------------------------------------------------------------------------------------------------------- 7. During the implementation phase, provide and pay for X B RESPONSIBLE PARTY repair to roads, lawns, roofs, etc., caused by possible PAYS FOR REPAIRS damage or wear by crane and/or other lifting equipment and trucks. - ------------------------------------------------------------------------------------------------------------- 8. Provide DETAIL report showing for which sites B "installation" is complete. PROVIDE COMPLETED PUNCH LIST, - ------------------------------------------------------------------------------------------------------------- 350. INSTALLATION OF INDOOR RBS EQUIPMENT - ------------------------------------------------------------------------------------------------------------- 1. Provide telephone line or equivalent as back-up B communication link for technicians. - ------------------------------------------------------------------------------------------------------------- 2. Provide security during the installation phase (if X necessary) - ------------------------------------------------------------------------------------------------------------- 3. Provide transportation from Seller's storage B location/port/airport to site (coordinated by Seller). - ------------------------------------------------------------------------------------------------------------- 4. Provide crane or other necessary lifting equipment at B BUYER WILL BE site (coordinated by Seller). NOTIFIED OF ADDITIONAL CHARGES - ------------------------------------------------------------------------------------------------------------- 5. Provide police escort and permits required to use crane B and possible block traffic. 96 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 6. Install and connect RBS cabinet. B - ------------------------------------------------------------------------------------------------------------- 7. Connect AC power system, antenna system, and ground B system to the cabinet. Antenna jumpers to be labeled. AC power and ground system to be connected with pigtails. . AC power and grounding pigtails to be provided by Purchaser. X - ------------------------------------------------------------------------------------------------------------- 8. Install the transmission equipment (Demark to RBS) X B - ------------------------------------------------------------------------------------------------------------- 9. Connect the transmission facility to the transmission. B - ------------------------------------------------------------------------------------------------------------- 10.Connect alarms to External Alarm Control Unit (EACU). B - ------------------------------------------------------------------------------------------------------------- 11.During the implementation phase, provide and pay for X B RESPONSIBLE PARTY repair to roads, lawns, roofs, etc., caused by possible PAYS FOR REPAIRS damage or wear by crane and/or other lifting equipment and trucks. - ------------------------------------------------------------------------------------------------------------- 12.Provide report showing for which sites "installation" is B complete. - ------------------------------------------------------------------------------------------------------------- 360. RBS NETWORK ELEMENT TEST - ------------------------------------------------------------------------------------------------------------- 1. Perform test setup. B - ------------------------------------------------------------------------------------------------------------- 2. Perform main power test. B - ------------------------------------------------------------------------------------------------------------- 3. Perform internal alarm test B - ------------------------------------------------------------------------------------------------------------- 4. Perform external alarm test. B - ------------------------------------------------------------------------------------------------------------- 5. Perform battery backup test (if provided by Seller) B - ------------------------------------------------------------------------------------------------------------- 6. Load RBS software (unless already loaded from factory). B - ------------------------------------------------------------------------------------------------------------- 7. Provide test results from factory/warehouse B - ------------------------------------------------------------------------------------------------------------- 8. Perform test calls, 1 call per TRM, DTRM,and/or TRX. B - ------------------------------------------------------------------------------------------------------------- 9. Perform site specific inventory and status report of B inventory result. - ------------------------------------------------------------------------------------------------------------- 10.After above tests are satisfactorily completed, inform B Purchaser the network element is ready for acceptance - ------------------------------------------------------------------------------------------------------------- 11.Issue "Network Element Acceptance Certificate". X - ------------------------------------------------------------------------------------------------------------- 12.Provide report showing which sites are ready for RBS B integration testing. - ------------------------------------------------------------------------------------------------------------- 13.Issue "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 14.Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 15.Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 370. ENGINEERING ANTENNA SYSTEM - ------------------------------------------------------------------------------------------------------------- 1. Specify number of voice channels required at site over X O a specified planning period - ------------------------------------------------------------------------------------------------------------- 97 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 2. Specify omni/sector and angle, effective radiated X O power, and required height above ground. Specify maximum transmission line loss that is acceptable. Specify down-tilt angle (if used). Specify minimum vertical angle. Supply building drawing to Vendor. - ------------------------------------------------------------------------------------------------------------- 3. Specify location of equipment or RBS location in X O relation to antenna location. - ------------------------------------------------------------------------------------------------------------- 4. Calculate number of TRM, DTRM,and/or TRX units X O required over planning period. Consider signaling and control requirements. - ------------------------------------------------------------------------------------------------------------- 5. Based upon items 370.1 - 370.4 specify number and X O type of antennas required and general transmission line requirements. - ------------------------------------------------------------------------------------------------------------- 6. Review job for special requirements, e.g. fireproof X O cables in elevator shafts, etc. - ------------------------------------------------------------------------------------------------------------- 7. Visit site and prepare final specifications for X O antennas and transmission lines. Select vendor(s). - ------------------------------------------------------------------------------------------------------------- 8. Prepare drawings and instructions to riggers or X installers (as per section 330, civil contractor will install antenna system). - ------------------------------------------------------------------------------------------------------------- . IMPLEMENTATION & TESTING OF SWITCH (E.G. MSC, HLR) - ------------------------------------------------------------------------------------------------------------- 400 SWITCH ENGINEERING - ------------------------------------------------------------------------------------------------------------- 1. Dimension switching system. PROVIDE GROUNDING B REQUIREMENTS - ------------------------------------------------------------------------------------------------------------- 2. Project Manager creates a project file in ordering system. B - ------------------------------------------------------------------------------------------------------------- 98 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 3. Floor plan engineering: ERICSSON WILL . - Site visit by Plant Engineer. B DETERMINE . - Assist Purchaser in selecting best building available. X B SPECIFIC ISSUES . - When building is selected, provide input for X B AND determining floorplan layout. INCLUDE TRANSPORT B & EQUIPMENT . - Provide floorplan layout. X B LAYOUT DETAILS . - Determine site specific issues that will impact Plant (FOR DETAILS Engineering effort, according to a site survey check X B WHICH HAVE BEEN list. PROVIDED BY . - Approve floorplan. TRITEL) - ------------------------------------------------------------------------------------------------------------- 4. Specify engineering package for mechanics (such as floor B dependent items (FDI)). - ------------------------------------------------------------------------------------------------------------- 5. Production of C modules C01 and C02 documents, which B contain allocation documentation, cabling tables, and address and strapping information. - ------------------------------------------------------------------------------------------------------------- 6. The C modules are delivered to the installation crews. B - ------------------------------------------------------------------------------------------------------------- 7. "AS built" drawings are returned to Plant Engineering B for updating customer documentation. - ------------------------------------------------------------------------------------------------------------- 8. Provides finalized C modules to Purchaser as part of B exchange library. - ------------------------------------------------------------------------------------------------------------- 410. DATA TRANSCRIPT - ------------------------------------------------------------------------------------------------------------- 1. Exchange requirement document: . - Purchaser completes the exchange requirement forms and X returns them to Seller for review and recommended changes. B . - Review exchange requirement forms. At the discretion of Seller, a site visit may be required to work out details in clarifying the Exchange Requirements Document. - ------------------------------------------------------------------------------------------------------------- 2. Purchaser to provide cassette tape with professionally X recorded messages (if not using Ericsson standard messages) - ------------------------------------------------------------------------------------------------------------- 3. Hardware allocation of switch network elements. B Detailed dimensioning provided by switch engineering (see section 400). - ------------------------------------------------------------------------------------------------------------- 4. Output of Data Transcript (DT) files: . - Call routing, end of selection, call treatments, size B alterations, etc. 99 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 5. DT is delivered to network element testing department B for incorporation into the switch load. - ------------------------------------------------------------------------------------------------------------- 420. CIVIL CONSTRUCTION & SITE ACQUISITION FOR SWITCH SITE - ------------------------------------------------------------------------------------------------------------- 1. Hire Architecture & Engineering (A/E) firm. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 2. Provide Purchaser with MSC building fundamental OVERHEAD CABLING information: B WILL WORK WITH . - Switch floor plan layout and dimensions including power B NEW EQUIPMENT. and battery B UNDER . - Switch power consumption B FLOOR PREFERED. . - Data to determine overhead or under floor cabling B TRITEL WILL NEED preference X B BTU REQUIREMETNS. . - Equipment weight to determine floor loading of potential buildings . - Air Conditioning requirements . - Demarcation points to be located close to Purchaser's equipment - ------------------------------------------------------------------------------------------------------------- 3. Select building that meets requirements in item 420.2. X - ------------------------------------------------------------------------------------------------------------- 4. Negotiate with building owners and sign finalized X lease agreement. - ------------------------------------------------------------------------------------------------------------- 5. A/E firm will prepare complete site drawings. Drawings to include, but not limited to showing: X O1 & O2 . - Equipment locations and details X O1 & O2 . - Electrical panel location and details X O1 & O2 . - Telco demarcation point and details X O1 & O2 . - Coax locations and details X O1 & O2 . - Concrete support pads/steel platform structures and B details. If necessary: any mounting devices e.g.; threaded studs required for the Seller's equipment X O1 & O2 . - Reinforcement of existing structures X O1 & O2 . - External alarms and details X B . - Grounding system and details (ERICSSON WILL PROVIDE X GROUNDING REQUIREMENTS, SPECIFICATIONS AND GUIDELINES) X B . - Lightning protection system and details X O1 & O2 . - Core drilling X O1 & O2 . - Fire protection system X O1 & O2 . - Heating, ventilating, air conditioning systems O1 & O2 . - Lighting systems - ------------------------------------------------------------------------------------------------------------- 6. Approve site drawings. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 100 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 7. Provide copy of A&E drawings to Seller (or to Purchaser). X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 8. Acknowledge receipt of approved A&E drawings. B - ------------------------------------------------------------------------------------------------------------- 9. Issue A&E drawings to contractors for quotes. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 10.Select contractor(s) X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 11.Provide warehouse for civil construction items X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 12.Obtain building permit. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 13.Obtain zoning approval. X - ------------------------------------------------------------------------------------------------------------- 14.Order commercial power. X - ------------------------------------------------------------------------------------------------------------- 15.Order Telco. X - ------------------------------------------------------------------------------------------------------------- 16.Prepare construction schedule and list milestones such X O1 & O2 as "joint site inspection" date and "site ready for installation" date to Seller - ------------------------------------------------------------------------------------------------------------- 17.Prepare and distribute implementation schedule for B Seller's "installation and testing". - ------------------------------------------------------------------------------------------------------------- 18.Construct site in accordance with approved A&E drawings X O1 & O2 in item 420.5. - ------------------------------------------------------------------------------------------------------------- 19.Provide security during construction. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 20.Provide Seller's (or Purchaser's) access to site during X O1 & O2 construction. - ------------------------------------------------------------------------------------------------------------- 21.Supervise site construction. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 22.Test systems. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 23.Clean up site. It is essential that site is dustfree. X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 24.Joint site inspection of Purchaser's civil construction. X B - ------------------------------------------------------------------------------------------------------------- 25.Issue Civil Site Acceptance Certificate. (X) B - ------------------------------------------------------------------------------------------------------------- 26.Turn site over to Seller's installation team. X - ------------------------------------------------------------------------------------------------------------- 27.Issue "Site Civil Exceptions List". X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 28.Resolve items on "Site Civil Exceptions List". X O1 & O2 - ------------------------------------------------------------------------------------------------------------- 29.Issue Certificate for completion of "Site Civil (X) B Exceptions List". - ------------------------------------------------------------------------------------------------------------- 430. SWITCH INSTALLATION - ------------------------------------------------------------------------------------------------------------- 0. Provide Switch Schedule X - ------------------------------------------------------------------------------------------------------------- 1. Provide telephone line or equivalent as back-up B communication link for technicians. - ------------------------------------------------------------------------------------------------------------- 2. Provide security during the installation phase (if X B necessary) - ------------------------------------------------------------------------------------------------------------- 3. Provide transportation from Seller's storage B location/airport to site (coordinated by Seller). 101 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 4. Provide crane or other necessary lifting equipment at B site (coordinated by Seller). - ------------------------------------------------------------------------------------------------------------- 5. Provide police escort and permits required to use crane B and possible block traffic. - ------------------------------------------------------------------------------------------------------------- 6. Install switch according to C-module. B - ------------------------------------------------------------------------------------------------------------- 7. Install DC power plant including batteries per K-module. B - ------------------------------------------------------------------------------------------------------------- 8. Connect AC power system, transmission system and ground B system. - ------------------------------------------------------------------------------------------------------------- 9. During the implementation phase, provide and pay for X B Party responsible repair to roads, lawns, roofs, etc., caused by possible for damage pays damage or wear by crane and/or other lifting equipment and trucks. - ------------------------------------------------------------------------------------------------------------- 440. SWITCH NETWORK ELEMENT TESTING - ------------------------------------------------------------------------------------------------------------- 1. Provide access to building and worksites for Seller's X designated testing staff. - ------------------------------------------------------------------------------------------------------------- 2. Prepare a checklist of what has been installed and B what is left to be installed. ("C module" Check List, and Material Discrepancy Report). - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 3. Software: . - Deliver software. B . - Load software. B . - Perform tests according to H-module. B - ------------------------------------------------------------------------------------------------------------- 4. Hand over access to accepted transmission system(s). X - ------------------------------------------------------------------------------------------------------------- 5. Inform Purchaser "Network Element Ready for Acceptance" B after above tests are satisfactorily completed. - ------------------------------------------------------------------------------------------------------------- 6. Issue "Network Element Acceptance Certificate". X - ------------------------------------------------------------------------------------------------------------- 7. Issue "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 8. Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 9. Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- . IMPLEMENTATION & TESTING OF NETWORK MANAGEMENT SYSTEMS (NMS) (E.G. OSS, SMAS) & OTHER NETWORK ELEMENTS (E.G. MXE) - ------------------------------------------------------------------------------------------------------------- 500. ENGINEERING OF SELLER'S NMS NETWORK ELEMENTS (E.G. OSS, SMAS) - ------------------------------------------------------------------------------------------------------------- 102 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 1. If NMS purchased, design and order Network Elements. B - ------------------------------------------------------------------------------------------------------------- 510. ENGINEERING OF SELLER'S OTHER NETWORK ELEMENTS (E.G. MXE) - ------------------------------------------------------------------------------------------------------------- 1. If other network element is purchased, design and order B network element. - ------------------------------------------------------------------------------------------------------------- 520. PRE-TESTING OF SELLER'S NMS NETWORK ELEMENTS (E.G. OSS, SMAS) - ------------------------------------------------------------------------------------------------------------- 1. If NMS purchased, supply hardware (NMS server). B - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 2. Supply workstations to the respective sites. X O - ------------------------------------------------------------------------------------------------------------- 3. If NMS purchased, configure NMS server hardware. B - ------------------------------------------------------------------------------------------------------------- 4. If NMS purchased, install NMS platform on server driver. B - ------------------------------------------------------------------------------------------------------------- 5. If NMS purchased, install NMS application on server B hardware. - ------------------------------------------------------------------------------------------------------------- 6. If NMS purchased, pretest NMS system at Seller's B location. - ------------------------------------------------------------------------------------------------------------- 7. Configure workstations. X B - ------------------------------------------------------------------------------------------------------------- 8. If NMS purchased, inform Purchaser "Network Element B Ready for Acceptance" after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 9. If NMS purchased, issue "Network Element Acceptance X Certificate". - ------------------------------------------------------------------------------------------------------------- 10. If NMS purchased, issue "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 11. If NMS purchased, resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 12.Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 530. INSTALLATION OF SELLER'S OTHER NETWORK ELEMENTS (E.G. MXE) - ------------------------------------------------------------------------------------------------------------- 1. If other network element purchased, provide B transportation from Seller's storage location/airport to site (coordinated by Seller). - ------------------------------------------------------------------------------------------------------------- 2. If other network element purchased, install system on B sites. - ------------------------------------------------------------------------------------------------------------- 540. INSTALLATION OF SELLER'S NMS NETWORK ELEMENTS (E.G. OSS, SMAS) - ------------------------------------------------------------------------------------------------------------- 103 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 1. If NMS purchased, provide transportation from Seller's B storage location in Dallas to site. - ------------------------------------------------------------------------------------------------------------- 2. If NMS purchased, provide access to building and X worksite for Seller's designated installation staff. - ------------------------------------------------------------------------------------------------------------- 3. If NMS purchased, install systems on sites. B - ------------------------------------------------------------------------------------------------------------- 550. TESTING OF SELLER'S OTHER NETWORK ELEMENTS (E.G. MXE) - ------------------------------------------------------------------------------------------------------------- 1. If other network element purchased, install software. B - ------------------------------------------------------------------------------------------------------------- 2. If other network element purchased, configure system. B - ------------------------------------------------------------------------------------------------------------- 3. If other network element purchased, test system. B - ------------------------------------------------------------------------------------------------------------- . IMPLEMENTATION & TESTING OF TRANSMISSION - ------------------------------------------------------------------------------------------------------------- 600. LEASE OF TRANSMISSION & DATA COMMUNICATIONS NETWORK - ------------------------------------------------------------------------------------------------------------- 1. Supply appropriate transmission leased lines facilities. X - ------------------------------------------------------------------------------------------------------------- 2. Provide data communication network between applicable X Network Elements e.g.; AXE, NMS, and other "Switching" elements. - ------------------------------------------------------------------------------------------------------------- 3. Provide local/wide area network for communication X between workstations and applicable Network Elements. - ------------------------------------------------------------------------------------------------------------- 610. TRANSMISSION ENGINEERING - ------------------------------------------------------------------------------------------------------------- 1. Perform transmission system analysis. X O - ------------------------------------------------------------------------------------------------------------- 2. Specification of transmission module for RBS grooming. X O - ------------------------------------------------------------------------------------------------------------- 3. Supply transmission interface requirements for network B elements supplied by Seller (i.e. DS3, DS1, fiber and others). - ------------------------------------------------------------------------------------------------------------- 4. Specify requirements for all transmission equipment X O indicating suggested vendors (i.e. Tellab MUX, ATT channel banks, ADC, CSU). - ------------------------------------------------------------------------------------------------------------- 5. Order appropriate transmission circuits and equipment. X O - ------------------------------------------------------------------------------------------------------------- 104 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 6. Engineer installation specifications for the following: . DXU: . - From DXU to DSX-1 panel, or point of interface - Seller X O will supply cable. . T1: . - From DSX to the NIU (Network Interface Unit) - Purchaser X B will provide cable. . - All B . SS7: --- . - From AXE S7ST position to NIU - Seller will provide B cable.(NEED TO KNOW 56K OR 64K . Timing: B ------ . - From AXE position to clock distribution panel - Seller will provide cable, GPS or Clock and distribution panel. B . MBLT, BT-4, S7BTC: . - From switch to DSX-1 is done by Seller. Seller will B provide termination assignments to Purchaser. X . - All transmission equipment and guidelines on how to install the equipment. - ------------------------------------------------------------------------------------------------------------- 7. Supply report to Seller with connectivity details of any X equipment to be connected to Seller's equipment.. - ------------------------------------------------------------------------------------------------------------- 8. Supply report to Seller with trunk and slot assignments. X - ------------------------------------------------------------------------------------------------------------- 9. Obtain telecom requirements for circuit termination. X Copy same to Seller including need for hardware mounting space and/or circuit wiring requirements. - ------------------------------------------------------------------------------------------------------------- 10.Define all demarcation points between transmission X O sub-systems including those by carrier provider(s). - ------------------------------------------------------------------------------------------------------------- 11.Furnish transmission rack(s) at demarcation points in X O item 610.10. - ------------------------------------------------------------------------------------------------------------- 12.Furnish equipment room/space for transmission including X carrier-provider line connections. Copy layout to Seller. - ------------------------------------------------------------------------------------------------------------- 13.Design floor and equipment layout for carrier-provider X O line connections. - ------------------------------------------------------------------------------------------------------------- 14.Perform network studies including: . - Border analysis. O - ------------------------------------------------------------------------------------------------------------- 15.Perform transport access engineering. X O - ------------------------------------------------------------------------------------------------------------- 620. TRANSMISSION INSTALLATION - ------------------------------------------------------------------------------------------------------------- 1. Install transmission equipment specified in section 610. X O - ------------------------------------------------------------------------------------------------------------- 105 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 2. Furnish power to incorporate battery and A/C and D/C X O power connection to equipment requirements for leased line. Purchaser will provide a main integrated ground bar for all transmission equipment. In addition, Purchaser (or Seller if contracted for transmission) will provide cables and hardware to connect power and ground from demarcation points (see article 610.10). - ------------------------------------------------------------------------------------------------------------- 3. As a part of transmission design, furnish and install X O cables, connectors, blocks and protectors (if required) from network equipment to carrier-provider demarcation points. - ------------------------------------------------------------------------------------------------------------- 630. TRANSMISSION TESTING - ------------------------------------------------------------------------------------------------------------- 1. Perform transmission testing of each subsystems installed in section 620. Testing shall include: . - Error bit rate X O . - Jitter & wander X O . - Synchronization X O . - Compliance to manufacturers specifications X O - ------------------------------------------------------------------------------------------------------------- 2. Perform transmission testing of the total combination of transmission subsystems / leased lines per each connection between network elements and / or PSTN. Testing shall include: . - Error bit rate X O . - Jitter & wander X O . - Synchronization X O - ------------------------------------------------------------------------------------------------------------- 3. Perform testing of: . - Echo cancellers B . - SS7 equipment X B - ------------------------------------------------------------------------------------------------------------- 640. TESTING DATA COMMUNICATIONS NETWORK - ------------------------------------------------------------------------------------------------------------- 1. Perform transmission testing of each leased subsystem. Testing shall include: . - Error bit rate X . - Jitter & wander X . - Synchronization X - ------------------------------------------------------------------------------------------------------------- 106 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 2. Perform transmission testing of the total combination of all leased subsystems per each connection between Network Elements. Testing shall include: . - Error bit rate X B . - Jitter & wander X B . - Synchronization X B - ------------------------------------------------------------------------------------------------------------- INTEGRATION & ACCEPTANCE - ------------------------------------------------------------------------------------------------------------- 700. INTEGRATION OF SELLER'S MSC, HLR, NETWORK ELEMENTS & PSTN - ------------------------------------------------------------------------------------------------------------- 1. Integration/testing to be performed according to the B "H" module for switch. Other Network Elements provided by Seller (e.g.; MXE) to be integrated/tested and functionality demonstrated according to manuals for these products. - ------------------------------------------------------------------------------------------------------------- 2. Inform Purchaser: "Network Element Integration Ready B for Acceptance" after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 3. Issue Certificate for Network Element Integration X Acceptance - ------------------------------------------------------------------------------------------------------------- 4. Issue: "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 5. Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 6. Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 710. INTEGRATION OF SELLER'S NMS (E.G. OSS, SMAS) NETWORK ELEMENTS - ------------------------------------------------------------------------------------------------------------- 1. If NMS purchased, establish communication between NMS B and applicable Network Elements after successful completion of tests in section 640. - ------------------------------------------------------------------------------------------------------------- 2. If NMS purchased, configure Network Elements for file B transfer to NMS Network Elements. - ------------------------------------------------------------------------------------------------------------- 3. If NMS purchased, configure Network Elements for alarm B routing. - ------------------------------------------------------------------------------------------------------------- 4. If NMS purchased, provide maps for NMS applications. X O - ------------------------------------------------------------------------------------------------------------- 5. If NMS purchased, establish communications between NMS X server and workstations. - ------------------------------------------------------------------------------------------------------------- 6. If NMS purchased, inform Purchaser: "Network Element B Integration Ready for Acceptance" after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 107 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 7. If NMS purchased, issue Certificate for Network Element X Integration Acceptance - ------------------------------------------------------------------------------------------------------------- 8. If NMS purchased, issue: "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 9. If purchased, resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 10.If purchased, issue "Exceptions List Resolution X Certificate". - ------------------------------------------------------------------------------------------------------------- 720. INTEGRATION OF SELLER'S OTHER (E.G. MXE) NETWORK ELEMENTS - ------------------------------------------------------------------------------------------------------------- 1. If other network element purchased, establish B communication between other network element and applicable network elements after successful completion of tests in section 640. - ------------------------------------------------------------------------------------------------------------- 2. If other network element purchased, configure network B elements for file transfer to other network elements. - ------------------------------------------------------------------------------------------------------------- 3. If other network element purchased, configure network B elements for alarm routing. - ------------------------------------------------------------------------------------------------------------- 4. If other network element purchased, inform Purchaser: B "Network Element Integration Ready for Acceptance" after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 5. If other network element purchased, issue Certificate X for Network Element Integration Acceptance - ------------------------------------------------------------------------------------------------------------- 6. If other network element purchased, issue: "Exceptions B List Report" (ELR). - ------------------------------------------------------------------------------------------------------------- 7. If other network element purchased, resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 8. If other network element purchased, issue "Exceptions X List Resolution Certificate". - ------------------------------------------------------------------------------------------------------------- 730. INTEGRATION OF SELLER'S RBS NETWORK ELEMENTS - ------------------------------------------------------------------------------------------------------------- 1. Connect the RBS to the MSC. B - ------------------------------------------------------------------------------------------------------------- 2. Load frequency and other parameters into MSC prior to B Network Element acceptance. - ------------------------------------------------------------------------------------------------------------- 3. Load frequency and other parameters into MSC after B Network Element acceptance. - ------------------------------------------------------------------------------------------------------------- 108 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 4. Perform and document that the following steps are completed (see section 360): . - Visual installation check of cabinet, AC mains, and B antennas B . - Power test including: AC mains, each PSU, battery backup, power com loop B . - Cabinet fans are operational (see section 360) B . - External alarms are programmed and functional B . - Cell configuration matches channel allocation document B . - Channel number of TRM, DTRM,and/or TRX matches channel allocation document B . - MS call can be made on each time slot of each TRM, DTRM,and/or TRX, and note call voice quality B . - MS call on each sector and with each neighbor with the following pertinent combinations: A-B, B-C, C-A - ------------------------------------------------------------------------------------------------------------- 5. Perform full integration test of Non-Seller provided X B equipment. (ERICSSON WILL BE INVOLVED IN SYSTEM WIDE TESTING) - ------------------------------------------------------------------------------------------------------------- 6. Identify any RF or other cell site problems that will B affect subscriber quality, or ability for site to achieve acceptance. - ------------------------------------------------------------------------------------------------------------- 7. Provide report identifying all sites that have been B integrated and have passed all MS call test. - ------------------------------------------------------------------------------------------------------------- 8. Review test plans, agree to changes, and approve (see X B section 730). - ------------------------------------------------------------------------------------------------------------- 9. Perform all test. B - ------------------------------------------------------------------------------------------------------------- 10.Inform Purchaser per base station: "Integration Ready B for Acceptance" after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 11.Issue Certificate for Integration Acceptance per X basestation. - ------------------------------------------------------------------------------------------------------------- 12.Issue: "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 13.Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 14.Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 740. SYSTEM DEMONSTRATION (FOR NETWORK ELEMENTS DELIVERED BY SELLER) - ------------------------------------------------------------------------------------------------------------- 1. The rules for system demonstration are described in the B contractual agreement. - ------------------------------------------------------------------------------------------------------------- 2. Review test object list. X - ------------------------------------------------------------------------------------------------------------- 3. Issue test instructions. B - ------------------------------------------------------------------------------------------------------------- 109 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 4. Review test instructions. X - ------------------------------------------------------------------------------------------------------------- 5. Perform system acceptance test in "H" module for AXE B Network Elements. - ------------------------------------------------------------------------------------------------------------- 6. Inform Purchaser: "System Ready for Acceptance" after B above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 7. Issue System Acceptance Certificate. X - ------------------------------------------------------------------------------------------------------------- 8. Issue: "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 9. Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 10.Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 750. NMS DEMONSTRATION (FOR NETWORK ELEMENTS DELIVERED BY SELLER) - ------------------------------------------------------------------------------------------------------------- 1. The rules for Demonstration are described in the B contractual agreement. - ------------------------------------------------------------------------------------------------------------- 2. Review test object list. X - ------------------------------------------------------------------------------------------------------------- 3. Issue test instructions. B - ------------------------------------------------------------------------------------------------------------- 4. Review test instructions. X - ------------------------------------------------------------------------------------------------------------- 5. Perform functionality testing of NMS Network Elements B according to test manuals. - ------------------------------------------------------------------------------------------------------------- 6. Inform Purchaser: "System Ready for Acceptance" after B above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 7. Issue System Acceptance Certificate. X - ------------------------------------------------------------------------------------------------------------- 8. Issue: "Exceptions List Report" (ELR). B - ------------------------------------------------------------------------------------------------------------- 9. Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 10. Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 760 INITIAL TUNING - ------------------------------------------------------------------------------------------------------------- 1. Initial Tuning will be performed on a Minimum Portion of B Initial Configuration and comprises: . - Verify CDD parameters. . - Verify site software and hardware. . - Set up MS call on each TRM, DTRM,and/or TRX and document voice quality. . - Handover to each sector and primary neighbor of each sector. - ------------------------------------------------------------------------------------------------------------- 770. COMMERCIAL ACCEPTANCE - ------------------------------------------------------------------------------------------------------------- 110 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 1. Network Elements will be added to the system until a B Minimum Portion of the Initial Configuration has been reached as agreed upon in the contractual agreement. Each new Network Element added after Commercial Acceptance will follow Network Element Acceptance procedure. - ------------------------------------------------------------------------------------------------------------- 2. Inform Purchaser: Commercial Acceptance stage is B reached - ------------------------------------------------------------------------------------------------------------- 3. Issue Commercial Acceptance Certificate. X - ------------------------------------------------------------------------------------------------------------- 4. Issue Exceptions List Report (ELR) B - ------------------------------------------------------------------------------------------------------------- 5. Resolve items on ELR. B - ------------------------------------------------------------------------------------------------------------- 6. Issue Exceptions List Resolution Certificate X - ------------------------------------------------------------------------------------------------------------- 780. RF OPTIMIZATION - ------------------------------------------------------------------------------------------------------------- 1. Review Channel Allocation Diagram (CAD) and compare X O the data against the site acceptance test results. - ------------------------------------------------------------------------------------------------------------- 2. Analyze traffic data produced by the network. X O - ------------------------------------------------------------------------------------------------------------- 3. Determine sites or areas where optimization is X O required. - ------------------------------------------------------------------------------------------------------------- 4. Determine what test are to be performed in field based X O on integration test data and traffic data. - ------------------------------------------------------------------------------------------------------------- 5. Joint agreement on drive routes for optimization test X O and number of hand off combinations required to perform test (only if Seller is responsible for optimization) - ------------------------------------------------------------------------------------------------------------- 6. RF team will be supplied with drivers and will X O continuously drive the designated routes until required data has been collected. - ------------------------------------------------------------------------------------------------------------- 7. Analyze raw data supplied by drive teams. X O - ------------------------------------------------------------------------------------------------------------- 8. Determine corrections to site parameters, or to site X O hardware (such as antenna's to be down or up tilted, or radiated power increased or decreased). - ------------------------------------------------------------------------------------------------------------- 9. Input DT changes, or make hardware alterations at a X O negotiated number of site(s). - ------------------------------------------------------------------------------------------------------------- 10.Report results to RF engineering. X O - ------------------------------------------------------------------------------------------------------------- 11.If there are still problems repeat items 780.1 - 780.9 X O during a negotiated time period. - ------------------------------------------------------------------------------------------------------------- 12.RF team will supply status reports as optimization X O progresses. - ------------------------------------------------------------------------------------------------------------- 13.Inform Purchaser: "Optimization Ready for Acceptance" X O after above tests are satisfactory completed. - ------------------------------------------------------------------------------------------------------------- 14.Issue Certificate for Optimization Accepted X - ------------------------------------------------------------------------------------------------------------- 111 - ------------------------------------------------------------------------------------------------------------- TASK PURCHASER SELLER REMARKS R - ------------------------------------------------------------------------------------------------------------- 15.Issue: "Exceptions List Report" (ELR). X O - ------------------------------------------------------------------------------------------------------------- 16.Resolve items on ELR. X O - ------------------------------------------------------------------------------------------------------------- 17.Issue "Exceptions List Resolution Certificate". X - ------------------------------------------------------------------------------------------------------------- 790. INITIAL CONFIGURATION ACCEPTANCE - ------------------------------------------------------------------------------------------------------------- 1. Inform Purchaser, initial configuration acceptance stage B is reached. This stage implies that all Acceptance Certificates are issued including Exceptions List Resolution Certificates. - ------------------------------------------------------------------------------------------------------------- 2. Issue Initial Configuration Acceptance Certificate. X - ------------------------------------------------------------------------------------------------------------- 3. RF initial Tuning load testing and calls on quality achieved, B - -------------------------------------------------------------------------------------------------------------
Rev. A 12/11/96 112 ATTACHMENT G ACQUISITION AGREEMENT #9152 Tritel Inc. PART I - AXE ENVIRONMENTAL CONDITIONS CONTENTS - -------- 1. General 2. Climatic State 3. Dust Filtering 4. Relative Humidity of Air 5. Corrosion 6. Air-Cooling 7. Floor Covering 8. Earthing 9. Sound Level 10. Vibrations 11. Radio Electric Disturbance 12. Over-Voltage Resistibility 13. Floor Load and Ceiling Height 113 1. GENERAL For all kinds of telephone exchange equipment, the environment of the equipment is important for its reliability and performance. This environment specification covers some of the most important requirements for rooms used for operation of Ericsson telephone exchange equipment. The aim of this specification is to ensure a good operating result and long service life for the equipment. 2. CLIMATIC STATE The climatic requirements for operation of telephone exchange equipment are specified in Figure 1. The temperature and humidity are to be measured 5.0 ft. (1.5 m) above the floor, and 1.3 ft. (0.4 m) from any heat-radiating surface and when the equipment dissipates normal operating power. [GRAPHIC OMITTED] Figure 1 TEMPERATURE AND HUMIDITY CURVE 1 Covers the requirements during normal service conditions. CURVE 2 Covers the limit for safe function. CURVE 3 Covers the limit for non-destruction. Environmental endurance requirements outside curve 1 are valid for 5% of the working life of the exchange and for 0.5% outside curve 2. 114 CLIMATE RANGES FOR I/O AVAILABLE IN AXE RECOMMENDED RANGE(1) PERMITTED RANGE(2) -------------------- ------------------ I/O UNIT T(F) RH(%) T( F) RH(%) T(F/H) - ---------------------------------------------------------------------------- Siemens/PT80 68-86 20-80 32-113 10-90 - Olivetti/ 68-86 20-80 41-104 20-95 - TC 485 Display HP/ 68-86 20-80 32-122 5-95 - 2640 B Magnetic Tape 68-86 40-65 Drive: 20-80 50 HP/7970 E-151 32-131 Tape: normal 41-113 Cartridge Tape 68-86 40-65 Drive: 20-80 50 Drive DRI/5000 50-104 Crtg: 41-113 Magnetic Tape 68-86 40-65 Drive: 20-80 50 Teac/MT 1000 50-104 Crtg: 41-114 - ----- 1 Range recommended by Ericsson. 2 Range according to I/O unit or tape equipment supplier. - -------------------------------------------------------------------------------- 3. DUST FILTERING 3.1 Rooms for Telephone Exchange Equipment (Except Magnetic Tape Units) The dust and powder content should normally not exceed 50 ug/m3. If the ventilation air contains dust or powder, it should be filtered so that this value will not be exceeded. The maximum permitted particle size in ventilated air is 10 microns. 3.2 Rooms for Magnetic Tape Units 115 The dust and powder content should not exceed 50 ug/m3. The air must be filtered so that the particle size in the ventilated air does not exceed 4 microns for 90% of the dust and powder content. 4. RELATIVE HUMIDITY OF AIR Advantages of high humidity: o reduction of static charge of dust particles, resulting in reduced adhesion to contact surfaces. o reduced electrical resistance in contacts yielding better conductivity in the oxidized outer layers of contacts. Disadvantages of high humidity: o corrosion of metal surfaces. o impairment of insulation resistance of cables. Taking these various factors into account, the air humidity should be as high as possible, but not so high as to cause corrosion or impaired insulation. Experience and tests have shown that the best results are obtained at a relative humidity of 50-60% but may vary between 10-90%. 5. CORROSION Humidity and temperature within the specified requirements will not cause corrosion. Sulphur dioxide (SO2) with concentration as high as 5 ppm at 68oF 1013 mBar may cause corrosion on metal parts only in combination with a relative humidity exceeding 60%. 6. AIR-COOLING The components integrated in AXE exchanges are placed very close to each other. This results in fairly concentrated heat. An air-conditioning plant is normally required for removal of this heat. Provided that the relative humidity requirement is met, exchange equipments work without being specially affected by temperatures between 32-79oF. Since regard must be paid to personnel requirements in general, the air temperature should be kept between 64o - 79oF. For calculation of the necessary capacity of an air-cooling plant, attention should be paid not only to the outside temperature conditions, but also to the sun through windows and walls and to the heat generated by the equipment. Rooms containing exchange equipment should be pressurized to prevent the entry of dust. The air-conditioning plant should provide all secure, continuous service to the telephone exchange, (e.g., by means of adequate redundancy). 116 7. FLOOR COVERING When selecting the floor covering, consideration shall be given to factors such as the frequency with which the units are moved across the floor, loading, appearance, cost, etc. Years of experience have shown that floor coverings such as vinyl are most suitable because of their elasticity and resistance to wear under high pressure. There are, however, many other materials that can be used to cover the floor or the top surfaces of the raised floor panels such as linoleum, or other laminated plastics. Polyvinylchloride (PVC) is not suitable since it is not anti-static and will emit corrosive gases in the event of fire. Carpet-covered panels should also be avoided because they are normally not anti-static. Modern types of semiconducting floor are, however, recommended but it is not a requirement for AXE. 8. EARTHING The building shall be provided with an earth (earth electrode); the resistance to earth should be 10 ohms or lower. The earthing shall be connected to an earth collector bar, located in close proximity to Mains Termination. The earthing can consist of: a. Earth plates buried close to Mains Termination to minimize the path to the earth collector bar. b. A wire buried around the building; the wire ends shall be terminated in the earth collector bar. c. Earthing in the foundation, in which case the contact between the concrete and the earth provides the earthing. Connection to the earth collector bar is effected over reinforcement bars of special irons in the concrete. This earthing is comparatively stable, and since the concrete is somewhat moist in the contact with the earth, it will give satisfactory conductance. Foundation earthings would be preferable in the AXE building concerned. 9. SOUND LEVEL The sound level in the switch room depends on the background noise caused by the air-conditioning system (optional) and the fans in the CP shelf sections, approximately 55 dB (A). The noise in the control room is mainly emanating from the typewriters, approximately 55-65 dB (A). 10. VIBRATIONS The AXE system is designed to operate safely at accelerations of 1 m/s2 within the frequency range 10 - 100 Hz. 117 During transport the equipment will withstand vibrations of 5 m/s2 in the range of 5 - 70 Hz during 500 h. Further within 1 - 5 Hz vibrations with an amplitude of + 10 mm and 10 shocks of 300 m/s2 each with a duration of 18 ms. An unpacked unit (e.g., during repair) will withstand three shocks at right angle towards a table surface in each of the most probable directions of fall during normal handling. Height of fall is 100 mm for units weighing less than 2 kg and 50 mm for units exceeding 2 kg. 118 11. RADIO ELECTRIC DISTURBANCE Disturbances produced by the exchange follow the recommendation of CISPR, i.e., o Within 150 - 500 kHz Max 10 mV o Within 0.5 - 30 MHz Max 5 mV Sensitivity of the exchange for received electromagnetic and magnetic fields: o The electric field must not exceed 1 V/m for the frequencies 0 - 1 GHz and 10 V/m for frequencies above 1 GHz. o The magnetic field must not exceed 10,000 A/m for frequencies below 1 kHz. 12. OVER-VOLTAGE RESISTIBILITY Equipment exposed to an over-voltage may be damaged due to the presence of too high voltage, current or power. The destruction limits are generally strongly dependent on the duration of the over-voltage. When specifying the over-voltage resistibility of an exchange, the different types of lines that may be connected must be considered. In some cases, these lines are equipped with over-voltage protectors (e.g., in the MDF). The over-voltage resistibility against lightning surges must be high enough to cover all surges below the upper static striking level for the protector used. For surges having a short rise time, this static limit may very well be exceeded before the protector strikes. In this case, the surge passing to the exchange equipment will be cut off after a few milliseconds, when the protector strikes. The peak voltage may, however, reach considerably higher values than in the first case. The exchange equipment is adequately provisioned for this situation. If no protectors are provided, the lines concerned are assumed to be of such a nature that the probability of encountering high over-voltages is sufficiently small. The exact probability level depends to a large extent on economic factors (e.g., maintenance costs, etc.) and must be considered by the operator concerned in order to determine whether over-voltage protectors should be provided or not. The exchange equipment must have the capability to withstand longitudinal as well as transverse over-voltages. Some components are exposed to both types while others are only exposed to transverse over-voltages. Transverse voltages arise if an over-voltage protector at one of the wires in a speech path strikes and the protector at the other wire does not strike. As the destruction limits for different devices with regard to over-voltages and currents may vary considerably, the actual limits for the complete exchange can be expected to be dependent on the actaul traffic case. The specification given must be interpreted as valid for the worst case. 12.1 Lightning Discharges The switching equipment is designed to withstand both the over-voltages, A and B, given below: A. Peak voltage 1,000 V Front time 10 us Time to half value 1,000 us 119 The voltage may be of longitudinal or transverse type, positive or negative with respect to earth. The voltage is defined as an e.m.f. of double exponential shape and having a source impedance of 100 ohms, resistive, or higher. B. Peak voltage 1,500 V Duration 2 us The voltage may have any shape, longitudinal or transverse, positive or negative with respect to earth. The voltage is defined as an e.m.f. having an impedance of at least 100 ohms resistive during the course of the pulse and may be zero ohms at the rear edge of the pulse. 13. FLOOR LOAD AND CEILING HEIGHT 13.1 Exchange Room o The exchange is built with a section height of 2,250 mm (~7 ft.). Required free ceiling height = 2,750 mm (~9 ft.). o Floor load 4.25 kPa (0.6 lb/sq.in.) (low structure) 13.2 Control Room o Required free ceiling height 2,400 mm (~8 ft.). o Floor load 3 kPa (0.5 lb/sq.in.). o Raised floor installation is not necessary. NOTE: In case of centralized operation, the control room may be excluded and the remaining I/O devices placed in the exchange hall. 13.3 DC-Power Supply Room o The power rack dimensions are width 2.952 ft. (900 mm), depth 1.968 ft. (600 mm) and height 7.216 ft. (2,200 mm). o The free height over the racks should be at least 3.28 ft. (1,000 mm) to provide space for the cable chute. o Floor load .9 lbs./sq. in. (7.5 kPa.) 13.4 Battery Room o Free ceiling height 8.856 ft. (2,700 mm.) o Floor load 1.45 lbs./sq. in. (10 kPa.) 120 PART II - RBS ENVIRONMENTAL CONDITIONS CONTENTS - -------- 1. General 2. Climatic State 3. Relative Humidity of Air 4. Corrosion 5. Air-Cooling 6. Floor Covering 7. Earthing ................................. 1. GENERAL This specification covers some of the most important requirements for rooms used for operation of Ericsson radio base station equipment. 2. CLIMATIC STATE The climatic requirements for operation of radio base station equipment are specified in Figure 1. The temperature and humidity are to be measured 5.0 ft. above the floor, and 1.0 ft. from any heat-radiating surface and when the equipment dissipates normal operating power. 3. RELATIVE HUMIDITY OF AIR Advantages of high humidity: o reduction of static charge of dust particles, resulting in reduced adhesion to contact surfaces. o reduced electrical resistance in contacts yielding better conductivity in the oxidized outer layers of contacts. Disadvantages of high humidity: o corrosion of metal surfaces. o impairment of insulation resistance of cables. Taking these various factors into account, the air humidity should be as high as possible, but not so high as to cause corrosion or impaired insulation. Experience and tests have shown that the best results are obtained at a relative humidity of 50-60% but may vary between 10-90%. 121 4. CORROSION Humidity and temperature within the specified requirements will not cause corrosion. Sulphur dioxide (SO2) with concentration as high as 5 ppm at 68oF 1013 mBar may cause corrosion on metal parts only in combination with a relative humidity exceeding 60%. 5. AIR-COOLING Under special climate conditions, air conditioning is recommended. The power supply must be then dimensioned accordingly. 6. FLOOR COVERING When selecting the floor covering, consideration shall be given to factors such as the frequency with which the units are moved across the floor, loading, appearance, cost, etc. Years of experience have shown that floor coverings such as vinyl are most suitable because of their elasticity and resistance to wear under high pressure. There are, however, many other materials that can be used to cover the floor or the top surfaces of the raised floor panels such as linoleum, or other laminated plastics. Polyvinylchloride (PVC) is not suitable since it is not anti-static and will emit corrosive gases in the event of fire. Carpet-covered panels should also be avoided because they are normally not anti-static. Modern types of semiconducting floor are, however, recommended but it is not a requirement for AXE. 7. EARTHING The building shall be provided with an earth (earth electrode); the resistance to earth should be 10 ohms or lower. The earthing shall be connected to an earth collector bar, located in close proximity to Mains Termination. The earthing can consist of: a. Earth plates buried close to Mains Termination to minimize the path to the earth collector bar. b. A wire buried around the building; the wire ends shall be terminated in the earth collector bar. c. Earthing in the foundation, in which case the contact between the concrete and the earth provides the earthing. Connection to the earth collector bar is effected over reinforcement bars of special irons in the concrete. This earthing is comparatively stable, and since the concrete is somewhat moist in the contact with the earth, it will give satisfactory conductance. Rev. 1995 122 FIGURE 1 ENVIRONMENTAL SPECIFICATION FOR CELL SITE EQUIPMENT [GRAPHIC OMITTED] 123 Curve 1 Normal operation. 95% of operating time. Curve 2 Requirements for safe operation. Curve 3 Requirements for non-destruction. (No operation) 124 ATTACHMENT H ACQUISITION AGREEMENT # 9152 Tritel Inc. Time Schedule (To Be Determined) 1 ATTACHMENT I ACQUISITION AGREEMENT # 9152 Tritel Inc. OSS SUPPORT AGREEMENT 1. Hardware Support 1.1 During the Warranty Period, any third-party hardware equipment purchased through SELLER for use in PURCHASER's OSS application shall be warranted free of charge. 1.2 At the completion of the Warranty Period, PURCHASER shall either purchase (i) an Extended Hardware Maintenance Agreement from SELLER, or (ii) post-warranty support from the third party providing the OSS hardware, and provide SELLER with proof of such post-warranty support. 1.3 The prices SELLER charges for Extended Hardware Maintenance support are set forth in Attachment A of the Acquisition Agreement. These prices are subject to change on an annual basis. 1.4 Should additional third-party hardware purchased through SELLER be added to the OSS system subsequent to the initial installation, the Extended Hardware Maintenance Agreement will be amended to include the new equipment. 2. Software Support 2.1 PURCHASER shall receive and be licensed to use all OSS Software Enhancements during the Warranty Period. "Software Enhancements" means modifications or improvements made to the System software, not including new software features, which improve performance or capacity of the software but which are not necessary to ensure that the software operates according to the original specification. 2.2 During the Warranty Period, SELLER will provide 24 hour telephone assistance, fault tracking reporting and resolution, and emergency software patches when required. 2.3 After expiration of the Warranty Period, PURCHASER may purchase the support services set forth in 2.1 and 2.2 at the prices set forth in Attachment A of the Acquisition Agreement. These prices are subject to change on an annual basis. 2 2.4 Upon request by PURCHASER, SELLER shall make available on-site technical assistance at SELLER's standard rate then in effect. 3. Limits on Support Services The parties agree that the limitations set forth in Article 13.4 of the Acquisition Agreement shall apply to the warranty and post-warranty support obligations of SELLER. In addition, SELLER may, without liability to PURCHASER, terminate, or suspend performance of provisions of the support services affected if in SELLER's reasonable judgment: (i) the System is not maintained to two revisions prior to the latest OSS Software Release level; or (ii) SELLER is not provided access to the System and to such information and facilities as SELLER may reasonably require in order to provide the Support Services. 4. Support Responsibilities of SELLER 4.1 SELLER may access OSS equipment and software for the purposes of providing support services under the following conditions: (i) SELLER shall notify PURCHASER in advance with a Work Order stating the purpose of the work. (ii) SELLER shall notify PURCHASER at least 48 hours in advance and in writing of changes to distributed network naming services configuration files (e.g. tables) and X.25 addresses. (iii) SELLER shall notify PURCHASER in writing with a Work Report within 48 hours after completing any modifications made to PURCHASER's files that involve the following: o changes to .cshrc,.login, network configuration tables and any file in the /etc directory o changes to root directory structure o changes to disk mounts o changes to the OSS Authority database o changes to the OSS X.25 control tables o changes to installed software provided by SELLER o addition and removal of OSS userids o changes to IOG11 or adjunct processor parameters o changes to Unix partitions o changes to Unix kernel (iv) SELLER shall notify the PURCHASER at least 24 hours in advance of any network operations PURCHASER needs to perform to fulfill the Work Order. 3 Network operations include but are not limited to: scheduling of network measurements and recordings, modifications to network configurations, and collection of network configuration printouts. 4.2 SELLER shall always use the same maintenance user identification with root privileges provided by the PURCHASER to perform the operations listed in 4.1(iii) above. 5. Support Responsibilities of PURCHASER 5.1 PURCHASER shall perform system management operations on systems provided by SELLER according to practices outlined in the documentation provided by SELLER or communicated in writing by SELLER from time-to-time. 5.2 PURCHASER shall notify SELLER of any of the following changes performed on systems provided by SELLER: o changes made to NIS tables (includes host names and TCP/IP addresses falling under files provided by SELLER) o changes made to files in /etc directory o changes to .cshrc, login of default userids provided by SELLER o changes to root directory structure o changes to disk mounts o changes to the OSS Authority Database for default userids o changes to the OSS Authority Database structure of authority o changes to the OSS X.25 control tables o changes to installed software provided by SELLER o removal of default userids provided by SELLER o changes to IOG11 or adjunct processor parameters o changes to Unix partitions on machines running systems provided by SELLER o changes to Unix kernel on machines running systems provided by SELLER o installation of additional software on Assets provided by SELLER o changes to passwords 5.3 PURCHASER shall provide to SELLER 24 hour access to the maintenance user identification. 5.4 PURCHASER shall enable remote modem access to SELLER on a 7 day/24 hour availability basis. 5.5 PURCHASER shall perform routine hardware preventative maintenance and cleaning; and, prior to requesting support from SELLER, PURCHASER shall comply with all published operating and troubleshooting procedures. If such 4 efforts are unsuccessful in eliminating the malfunction, PURCHASER shall promptly notify SELLER of the malfunction. 5.6 PURCHASER shall regularly back up data to the extent the OSS hardware and software permits. 5.7 PURCHASER shall provide SELLER with (i) reasonable and safe access to OSS systems; (ii) adequate working space and facilities at the Installation Address; (iii) access to and use of all facilities of PURCHASER necessary for SELLER or its representatives to provide support services; and (iv) cooperation in maintaining a site activity log. 5.8 PURCHASER will provide SELLER with updated system configuration documentation as requested by SELLER showing the location of all IOG-11, OSS server, OSS workstations, OSS printers, X.25 Data Communications Network (DCN) hardware, and other related equipment (both existing and future, where appropriate). This documentation should also include configuration and capacity of the LAN system as well as any appropriate non-OSS software operating on the LAN. 5.9 PURCHASER will ensure the continued availability of an operational LAN/WAN system that provides sufficient connections and capacity to support the proposed OSS configuration. PURCHASER will provide sufficient number of LIU-2 (or LIU-4) card connections for each X.25 link which is to be connected to the OSS network. 5.10 The examination, replacement, and handling of hardware components can be hazardous. All related support tasks are to be performed by qualified service personnel with the appropriate technical training and experience to recognize these hazards (e.g., electrostatic discharge) and observe all protection procedures and precautions. PURCHASER agrees to use qualified service personnel and to employ adequate safety precautions in the performance of its obligations hereunder. 5.11 PURCHASER is responsible for providing a sufficient number of professional system support staff for the purpose of furnishing system and user support. All related software support and system administration tasks are to be performed by qualified service personnel with the appropriate technical training and experience. Rev. 7/19/96 5 ATTACHMENT J ACQUISITION AGREEMENT # 9152 Tritel Inc. ACCEPTANCE TESTS SCOPE SELLER will perform Acceptance Tests to demonstrate that Equipment and Software installed by SELLER is ready for commercial service. Acceptance Tests are performed in the three areas below when Installation and other related services for Equipment and Software are purchased from SELLER: o RBS Tests o Switch Tests o RF Tests 1. RBS TESTS Cell Site Configurations will be installed and tested in accordance with applicable provisions of the most current version of SELLER's C-05 RBS Installation Manual, and the RBS Commissioning Guide. Acceptance will be performed in accordance with Section 3.2 of SELLER's Operations Policies & Procedures Manual. The following documentation will be provided for each Cell Site: o Inventory Statement o Test Data Forms o Cell Site Acceptance Certificate o Punch List Report (if needed) o Punch List Resolution Certificate (if needed) All sites are to be accepted prior to being placed into service. Punch list items are to be cleared within sixty (60) days after commercial service if possible. 2. SWITCH TESTS All Switch Test Procedures are performed in accordance with the instructions in the latest revision of AXE H-Modules. o H-INST1 - General Pre-Test Documents & Procedures o H-INST2 - Test of APZ Hardware o H-INST3 - Test of APT Hardware 6 o H-INST4 - Test of Exchange o H-DEMO1 - Final Demonstration Procedures The INST2, INST3 and INST4 Modules will be used to test and verify that the hardware and data translations are installed and working properly. Each Module contains a Test Result Report (check list) that will be reviewed by PURCHASER during the Demonstration phase. The DEMO1 Module contains all specific procedures that will be utilized to demonstrate and certify that the switch will work under operative conditions and is ready for commercial service. This Switch Acceptance Process will examine the following areas for all new switch installations, while some of these areas will be excluded for expansions. This will depend upon the scope of each expansion project. o APZ Demonstration Tests o Call Demonstration Tests o AXE Feature Profile Verification o Material Inventory Verification o Installation and Test Report Verification This process will then be followed by the signing of the following documents before the equipment is placed in commercial service. Non-revenue affecting items will be placed on the Punch List Report and scheduled for resolution after acceptance. o Switch Acceptance Certificate o Punch List Report (if applicable) o Punch List Resolution Certificate (if applicable) 3. RF TESTS AND POST-CUTOVER VERIFICATION 3.1 RF tests are conducted to verify that the system RF coverage is consistent with the established design of the system; that calls can be executed from a cellular telephone within areas where coverage has been predicted to be reliable; and that handoff occurs in accordance with system parameters in the areas of handoff boundaries. RF tests will be conducted in accordance with the latest revision of the RF Engineering Procedures: o ERU/E910861 for RF Call Tests o ERU/E910862 for Handoff Tests o ERU/E921196 for Border Tests (if applicable) Results consisting of data forms and handoff locations are forwarded to the customer as the tests are conducted, during the RF testing phase. The RF Acceptance Certificate will be presented to PURCHASER for signature prior to cutover to certify that 7 RF testing has been completed and the System (or System segment which is the subject of the testing) is ready to be placed in commercial service. 8 3.2 The combined coverage, call and handoff verification is conducted in a post-cutover environment to verify the conclusions of the pre-cutover RF Tests (i.e. that the system RF coverage is consistent with the established design of the system; that calls can still be executed from a cellular telephone within areas where coverage has been predicted to be reliable; and that handoff occurs in accordance with system parameters in the areas of handoff boundaries). SELLER will propose to PURCHASER, and the parties shall mutually agree on, the test routes to be driven prior to the test. The Combined Coverage, Call and Handoff verification is performed in accordance with the then current revision of Ericsson Engineering Practice, document ERU/E921179. Results will be forwarded to PURCHASER in the form of a standard report. This report will contain pertinent switch data, test procedure summary information and a map overlay showing specific problem areas along the agreed to test route. 3.3 As part of the acceptance testing immediately following Installation of a new MTSO Configuration in an existing System, SELLER will perform a drive test to verify that the newly defined border cells are operating properly and that the intersystem handoff function is working. SELLER and PURCHASER will mutually agree to a test route and mutually agree upon handoff combinations across the border The Interswitch Handoff Test will verify system performance by initiating calls on each border cell and tracing calls across interswitch handoff boundaries. Rev. 1995 9 #9152 12/29/1998 ATTACHMENT K TRITEL PCS MARKETS Bowling Green-Glasgow, Kentucky, Corbin, Kentucky, Lexington, Kentucky, Louisville, Kentucky, Madisonville, Kentucky, Owensboro, Kentucky, Somerset, Kentucky, Atlanta, Georgia, Chattanooga, Tennessee, Cleveland, Tennessee, Dalton, Georgia, La Grange, Georgia, Opelika-Auburn, Alabama, Rome, Georgia, Clarksville, Tennessee-Hopkinsville, Kentucky, Cookeville, Tennessee, Nashville, Tennessee, Columbus-Starkville, Mississippi, Greenville-Greenwood, Mississippi, Jackson, Mississippi, Meridian, Mississippi, Natchez, Mississippi, Tupelo-Corinth, Mississippi, Vicksburg, Mississippi, Memphis, Tennessee (Montgomery County, MS Only), Knoxville, Tennessee, Anniston, Alabama, Birmingham, Alabama, Decatur, Alabama, Dothan-Enterprise, Alabama, Florence, Alabama, Gadsden, Alabama, Huntsville, Alabama, Montgomery, Alabama, Selma, Alabama, Tuscaloosa, Alabama, Biloxi-Gulfport-Pascagoula, Mississippi, Hattiesburg, Mississippi, Laurel, Mississippi, McComb-Brookhaven, Mississippi, Mobile, Alabama, APPLICATION SYSTEM 123/124 CN-A1 APT FUNCTION LIST PAGE ---- 1............................................................SUBSCRIBER SERVICES .............................................................................15 2...........................................................ACOUSTIC INFORMATION .............................................................................15 3......................................................TRAFFIC CONTROL FUNCTIONS .............................................................................15 4.......................................................................CHARGING .............................................................................15 5...................................................................TRANSMISSION .............................................................................16 6............................................SUBSCRIBER LINE SIGNALING FUNCTIONS .............................................................................16 7...........................................................TRUNK LINE SIGNALING .............................................................................16 8..............................................................NETWORK FUNCTIONS .............................................................................16 9........................................................NETWORK SYNCHRONIZATION .............................................................................17 10....................................................MOBILE TELEPHONE FUNCTIONS .............................................................................17 11...................................................................SUPERVISION .............................................................................19 12...................................................TEST AND FAULT LOCALIZATION .............................................................................20 13................................................................ADMINISTRATION .............................................................................21 14..........................................................TRAFFIC MEASUREMENTS .............................................................................22 15....................................................................STATISTICS .............................................................................22 16............................................................NETWORK MANAGEMENT .............................................................................23 17.......................................HOME LOCATION REGISTER/SERVICE CONTROL .................................................................POINT (HLR/SCP) .............................................................................23 18.................................................................FRAUD CONTROL .............................................................................24 13 THE CONTENTS OF THIS DOCUMENT ARE SUBJECT TO REVISION WITHOUT NOTICE DUE TO CONTINUED PROGRESS IN METHODOLOGY, DESIGN, AND MANUFACTURING. ERICSSON SHALL HAVE NO LIABILITY FOR ANY ERROR OR DAMAGES OF ANY KIND RESULTING FROM THE USE OF THIS DOCUMENT. INTEGRITY is a trademark of Tandem Computers Incorporated. 14 14. SUBSCRIBER SERVICES Call Waiting Call to a Mobile Subscriber Equal Access for Mobile Subscriber Fixed Call Barring Interception Service Message Waiting Indication Mobile Telephone Calling Number Identification Origination Call Access to IN Services Priority Subscriber Code Control Service Calls 15. ACOUSTIC INFORMATION Acoustic Signals Acoustic Signals USA-L(BT4) Digital Announcement Services with Extended Features (AST-DR) Digital Announcements Services, with Extended Features (ASTV2) Digital Loss Pads Recorded Announcement Digital Speech Storage (AST-DP) Recorded Announcements Digital Speech Storage (AST-D4/D8) 16. TRAFFIC CONTROL FUNCTIONS Analysis of A-Subscriber Number \ Analysis of B-Subscriber Number Basic Call Setup Call Supervision and Release Connection of Echo Cancellers in PLMN End of Selection Analysis Handling of A-subscriber Number Multipurpose Destination Codes Own Area Code Routing Analysis Subscriber Categories Supervision of the Register Holding Time 17. CHARGING Call Record Formatter Call Record Fields for Cellular Mobile System Charging Analysis Charging Data Output to Adjunct Processor Charging Data Output to IOG Charging for Abnormal Call Release Event Charging Immediate Call Itemization Invocation of Immediate Call Itemization to CMS 8800 Mobile Charging in CMS 8800 15 Source Filtering Toll Ticketing 18. TRANSMISSION Basic Functions in a Digital Group Switch with a Maximum of 64K Multiple Positions Basic Functions in the Digital Group Switch with a Maximum of 64K Multiple Positions, Figures Group Switch Manager Looping of a 64-Kbps Channel Maintenance Functions for the 1544-Kbps Digital Path Termination Semi-permanent Connections, Administration Transmission Characteristics for a 1544 Kbps Digital Path Termination Transmission Characteristics for a 2048 Kbps Digital Path Transmission Fault Control Function for 24-Channel PCM 19. SUBSCRIBER LINE SIGNALING FUNCTIONS Functions at Interwork with PABX Keyset Code Reception Line Lockout Supervision of Analog Subscriber Lines Subscriber Dialing Supervision 20. TRUNK LINE SIGNALING Basic Register Signaling - USA Function Block FAUS Signaling Fault Supervision on Trunk Circuits and CS/CR Signaling System Dependent Conversion (SSC) Supplementary Service Interworking - Different Signaling Systems Supplementary Service Interworking - Restriction on Destination Basis Terminating Traffic from Interexchange Carriers Traditional Signaling (3/1914-ANS 331 20) (1914-ANS 535 06) Trunk Line Signaling, 1Bit, 24 Channel PCM - USA Trunk Side PBX Access (DID) 21. NETWORK FUNCTIONS Access to Voice Mail Services in VMSC/PEG Automatic Administration of HTR Destination List Automatic Congestion Control Automatic Number Identification Transfer Between Exchanges Automatic Number Identification Transfer to Automatic Call Distributor/PABX Automatic Roaming Using Global Title Addressing CCD Hardware Circuit Reservation Circuit Selection Methods Emergency Call Service Equal Access Carrier Analysis 16 Feature Group B and Feature Group D Access Handling of Abnormal Conditions IS-41 Intersystem Call Delivery Data Signaling IS-41 Private Information Handling Local Access to Automatic Visitors Location Areas MFJ Suppression of Busy Information MFJ-NACN: Inhibition of Redirection Request MTP Route Verification Test Multi-Exchange Paging Multi-Junctor User Functions SCCP Route Verification Test Signaling Protocols for 911 Services for PLMN Application Subscription Areas Unique Cell Location Information for Emergency Call, MRS Virtual System Area Configuration Voice Mail Retrieval for Mobile Subscribers 22. NETWORK SYNCHRONIZATION Network Synchronization Synchronization and Carrier Frequency Stabilization Timing of a Digital Exchange 23. MOBILE TELEPHONE FUNCTIONS Analog Control Channel Functions Analog Voice Channel Functions Autotuned Combiner, AMPS Avoid Disturbed Digital Traffic Channels Backup Channel Devices Base Station Related Blocking Control Best Server Selection Call from a Mobile Subscriber Call from, Call Access Call Record Fields for Cellular Mobile System Call to a Mobile Subscriber Call Tracing at Small Restart in MRS Call Tracing at Small Restarts Channel Supervision, Digital Clearing House Roamer Validation Digital Control Channel Functions Digital MS Power Regulation Digital Traffic Channel Control Directed Retry DTMF Handling Dynamic Allocation of Roamer Routing Number 17 Exchange-Base Station Interface (Describing MSC-BS Interface Options, Controlled by ERI) Frequency Stabilization for Analog Equipment Handoff Handoff Data Signaling Handoff Queues Hierarchical Cell Structure Idle Channel Supervision, Analog VC Incoming Two-Stage Selection to Visitor Interexchange Handoff Locating Locating of Digital Calls Mobile Management Information Coordination Mobile Station Presence Verification Mobile Telephone Activity Supervision Mobile Telephone Multiparty Services Mobile Telephone Overload Control Mobile Telephone Reverse Control Channel Separation Mobile Telephone Subscriber Activity Report Mobile Telephone Subscriber Class Translation Mobile Telephone Subscriber Service Handling Mobile Telephone Supervision of the Connection to the MS Mobile Telephone Time Supervision Mobile Telephone Charging Areas Mobile Telephony Co-Locatable HLR/MSC Mobile Telephony Parallel Announcement During Routing Mobile Telephony Per Call Activation/Deactivation of Calling Number Identification Restriction Mobile Telephony Serial Announcement Before Routing Mobile Terminated Point-to-Point SMS Mobile Terminated Short Message Services Delivery MS Presence Verification - Digital MSS Call Path Tracing for Mobile Subscribers Multiple Access Handling: Store and Compare Multiple Access Handling: Wait and Compare Operator-Controlled Paging Overlaid Cells Paging Paging Area Paging Peripheral Equipment Gateway and Voice Mail Signaling Program Loading of Base Station Device Processors Radio Performance RBS 884-1900 Radio Performance RBS 884 High Power Base Station Receiver Functions and Performance, AMPS Receiver Performance, Digital 18 Receiver Performance, RBS 882M Receiver Performance, RBS 884 Receiver Performance, RBS 884C Receiver Performance, RBS 884M Redirection of Call to Mobile Subscriber Registration Registration Updating Restricted Subscriber Handling Roamer Port Misuse Protection Routing of Call to Mobile Subscribers Second Phone Same Number Sequential Paging for Manual Roamers SW and HW Information System Access Handling System Access Threshold System Identification Data for Registration System Ordered Rescan Time Alignment Transmitter Performance, Digital Transmitter Performance, RBS 882M Transmitter Performance, RBS 884 Transmitter Performance, RBS 884C Transmitter Performance, RBS 884M Transmission Radio Interface, TRI. A BS Functional Specification Transmitter Functions and Performance, AMPS Visited Mobile Switching Center Routing Data Provision Automatic Roaming Visitor Register Handling Vocoder Selection Voice Channel Handling 24. SUPERVISION All Circuits Busy on Routes Blocking Supervision on Devices Destination %OFL Supervision and Observation Destination ASR Supervision and Observation Destination Blocking Digital Random Access Load Supervision Disturbance Supervision of Trunk Circuits Analog Code Senders and Analog Code Receivers Disturbance Supervision on Routes Logging Breaks in Semipermanent Connections Measurement of Network Performance Data on Destinations Measurement of Network Performance Data on Routes Mobile Telephone Control Channel Disturbance Supervision NM Counter Data Output 19 Preference Service Processor Load Control Reading of Network Performance Data Restriction of Accessible Outgoing Circuits Restriction on Direct and Alternative Routing Route %OFL Supervision and Observation Route ASR Supervision and Observation Seizure Quality Supervision Seizure Supervision of Trunk Circuits and IWU Devices Software File Congestion Supervision Supervision Temporary Alternate Routing Time Supervision and Disconnection of Long Held Calls 25. TEST AND FAULT LOCALIZATION Analysis Data Fault Handling Audit Function, Registration of Software Irregularities (ROSI) Call Path Tracing Code Answer According to Code 102 Code Answer According to Code 103 Command Controlled Operation of Echo Suppresser and Attenuation Pads Command-Controlled Access to Devices Command-Controlled Test Calls Connection Performance Test of Group Switch Connection to Test Telephone Continuous Monitoring Disconnection of Time Supervision Forlopp Handling in CMS 8800 Long Term Monitoring Maintenance of Digital Group Switch a Maximum of 64K Multiple Positions Maintenance of MJ Hardware Maintenance of Switching Network Terminal Manual Blocking and Deblocking of Devices and Subscriber Lines Manual Continuity Check for Common Channel Signaling Mobile Telephone Radio Disturbance Recording Monitoring of Subscriber Lines and Trunk Lines Operation of Relays in Devices Predetermining of Switching Path Progression Testing Reading of Device State Information Recording of Telephony Signals Remote Measurements, ATME Measurements Remote Measurements, ATME Recording Result Administration Remote Measurements, ATME Restest Administration Remote Measurements, ATME Responding 20 Remote Measurements, Bit Error Ratio and Transmission of Bit Patterns Remote Measurements, B-Number Translation Remote Measurements, Delayed Measurement Remote Measurements, Echo Return Loss Measurement Remote Measurements, Immediate Measurement Remote Measurements, Instrument Administration Remote Measurements, Level Measurement Remote Measurements, Noise Measurement Remote Measurements, Programmed Interwork with Test Lines Remote Measurements on Telephone Circuits Remote Measurements, Singing Return Loss Measurement Remote Measurements, Standard Adjustments of Instrument Data Remote Measurements, Timeable Controlled Measurement Remote Measurements, Transmission of Tones Signaling Course Recorder Supervision and Fault Handling Terminating Test Calls Test Functions for Base Station Related Equipment Test of Channel Devices Test Tone 26. ADMINISTRATION Administration of B-Number Analysis Data Administration of Call Path Tracing Administration of Digital Group Switch with up to 64K Multiple Positions Administration of End of Selection Analysis Data Administration of Exchange Data Administration of Exchange Data for Internal Number Series Administration of Meter Pulse Data Administration of Mobile Telephone Cells Administration of Mobile Telephone Channel Devices Administration of Mobile Telephone Cooperating Exchanges Administration of Mobile Telephone Service Area Administration of Response Programs Administration of Roamer Routing Interrogation Code Translations Administration of Routing Analysis Data Administration of Routing Switch Administration of Switching Network Terminal Data Administration of Time Supervision Analysis Data Administration of Visitor Register Channel Equipment Coordination and Administration Code Answer Equal Access Carrier Analysis Administration Equipment Position Manual Administration of HTR Destination List 21 Mobile Telephone Digit Analysis Route Data Administration Route Status Survey Subscriber Data, Administration Test Blocking Administration Test Position Administration Voice Path and Transmission Line Coordination and Administration 27. TRAFFIC MEASUREMENTS Counters in the Measurement Data Base for Charging Counters in the Measurement Data Base for GSS Set of Parts GS64K Counters in the Measurement Data Base for GSS Set of Parts NS Counters in the Measurement Data Base for GSS Set of Part SNT Counters in the Measurement Data Base for Mobile Subscribers Counters in the Measurement Data Base for the Announcement Service Terminal Counters in the Measurement Data Base for the Traffic and Event Measurement Counters in the Measurement Data Base for Traffic and Event Measurements in the CCS Subsystem Counters in the Measurement Data Base for Traffic Control Counters in the Measurement Data Base for APT General Operation and Maintenance Counters in the Measurement Data Base in Multi-Junctor Counters in the Measurement Data Base, General Concepts Data Recording per Call Measurement Data Base Measurement Object Group Handler Measurement Report File Output, Standard Format Measurement Report Generator Measurement Report Time Table Mobile Telephone Cell Traffic Recording Modified Measurement Report Generator Recording of Voice Channel Handling Statistics and Traffic Measurement STS Time Congestion Measurements on Routes Traffic Character Measurement on Routes Traffic Dispersion Measurements Traffic Measurements on Routes Traffic Measurements on Traffic Types 28. STATISTICS ADC Authentication Statistics Disturbance Statistics IS-41 Signaling Protocol Statistics Mobile Telephone Cell Traffic Statistics 22 MT Signaling Protocol Statistics Page Response Statistics Paging Parameter Statistics Radio-Related Call Release Information Radio Environment Statistics Service Quality Statistics Traffic Observation 29. NETWORK MANAGEMENT ANSI CCS Suppport for HLR Redundancy for CMS88 Control of Echo Canceller Loop for Mobile Subscribers Exchange Input Load Observation Exchange Input Load Supervision NM Actions Sequence Control Processor and Exchange Input Load Measurements Processor Load Observation Reading of Processor and Exchange Input Load Remote Subsystem Inaccessible Alarm Route Load Supervision and Observation SCCP Overhead Converter SS7 ISDN User Part Inter LATA SS7 ISDN User Part Intra LATA SS7 Message Transfer Part SS7 Signaling Connection Control Part (SCCP) SS7 Signaling Network Monitor SS7 Signaling Network Trouble Notification Traffic Restrictions on Route 30. HOME LOCATION REGISTER/SERVICE CONTROL POINT (HLR/SCP) HLR/SCP SS7 Functionality ANSI SS7 TCAP Platform SS7 TCAP Interface to HLR SS7 TCAP Load Management HLR/SCP HLR Subscriber Functionality HLR Administration of Peripheral Equipment HLR Alternative Location Coordination HLR Area Code Change Support HLR Authentication HLR Automatic Call Barring HLR C-Number Analysis HLR C-Number Provision HLR Call Barring Upon Fraudulent Activity Detection 23 HLR Equal Access Pre-subscription HLR Fraud Activity Detection HLR Location Analysis and Call Delivery HLR Location Updating HLR Message Waiting Indicator HLR Restoration Procedures HLR Routing Determination HLR Screening of Serial Number HLR Short Message Service HLR Subscriber Activity Handling HLR Subscriber Activity Report HLR Subscriber Class Characteristics HLR Subscriber Class Groups HLR Subscriber Data Administration HLR Subscriber Default Profile Administration HLR Subscriber Number Administration HLR Subscriber Services Calls HLR Support for Manual Roamers HLR Support for Mobile Autonomous Registration Subscribers HLR/SCP SCP Functionality HLR Intelligent Network (IN) Services for PCS Subscribers HLR triggers in HLR Service Script Interpreter (SSI) Service Script Virtual Directory Number SSI Basic Control Types SSI Basic Control Types 1 SSI Basic Control Types 2 SSI Extended Number Analysis SSI IS-41 SSI List Handling SSI Number Analysis SSI Reports SSI Statistics Counters SSI Traffic Simulation SSI Voice Prompting 31. FRAUD CONTROL ADC Authentication Procedure for Visiting Subscriber All Teardown Administration Fraudulent Activity Detection Fraudulent Call Prevention Screening of Serial Number 24 Serial Number Barring Tumbling ESN Barring 25 APPLICATION SYSTEM 123/124 CN-A1 APZ FUNCTION LIST PAGE 19. CONTROL SYSTEM FUNCTIONS..................................27 20. DATA COMMUNICATIONS FUNCTIONS.............................29 21. FILE FUNCTIONS............................................29 22. ALPHANUMERIC FUNCTIONS....................................30 23. ALARM FUNCTIONS...........................................30 26 32. CONTROL SYSTEM FUNCTIONS Adjunct Computer Subsystem APZ 212 20/2-42 Adjunct Processor Large Building Block - Tandem Integrity(TM) FT APZ 212 20/2-42 Administration of Central Processor Stores Administration of Function Codes Administration of Interference Protection Administration of Symbols for Central Software Units Administration of System Information Audit Functions Controller Cache Memory Handling Central Processor Test Functions, CPT Command Interface for the Database APZ 212 20/2-20 Control Signaling Link Counters in the Measurement Database for the Control System Counters in the Measurement Database for the Support Processor CP Repair Functions Database General Data Dictionary for Database APZ 212 20/2-20 Database Transaction Handling Debugger for RPD/EMRPD EMG Administration Functions EMG Diagnostics EMG EM Restart Dump Function EMG Fault Detection Functions EMG Recovery Functions EMG Repair Functions EMG Start Functions EMRPD Hardware Functions Executive System EMRP Executive System STC Executive System STR Forlopp Management Function Change and Software Handling in SP Function Change in Central Processor Function Change, Change of EM in EMG and Loadable RP Handling of Hardware Faults Handling of Software Faults Initial Loading Job Transfer Protocol Load Protection in RP2 Loadable Microprogram Loading Administration, Dynamic Store Allocation 27 Loading and Removal of Central Software Units Loading of EMRP, RP, and DP Logging of Exchange Build Level Changes MAS Support to Other Subsystems Metering Maintenance Statistic, APZ Operating System Functions for EMRPD Operation and Maintenance in SPS Output of Central Software Units Output of Regional Programs Output of Regional Programs, Backup Copy Function Overload Protection (OLP), EMRPD Processor Measurement Product Administration, System Check at Insertion of Program Program Change for Central Software Unit Program Correction in EMRP Program Correction in CP Program Store Consistency Check Program Test in EMRP Program Test in EMRP with Simulated Link Interrupt Protocol Signaling Link Protocol Signaling Link, Flowchart RP Administration Function RP Alarm Function RP Diagnostic Function RP Error Detecting Function RP Program Correction RP Recovery Function RP Repair Function RP Restart Dump Function RP Start Function RPD Hardware Function Size Alteration of Data Files Size Alteration of Store SP Exchange Data Administration SP Gateway Communication SP Restart Logging SP System Parameter Handling SP Trace System Stand Alone Function APZ 212 Supervision of Utilization in Files and Memories Support for Production and Installation System Backup Copy and Restart Log System Backup Copy in Main Store System Calendar System Limits 28 System States and System Events Test Variable Output Support Variable Output Service Function 33. DATA COMMUNICATIONS FUNCTIONS AXE I/O Address and Routing Analysis AXE I/O Closed User Group AXE I/O Data Communication Priority AXE I/O Data Communication Statistics AXE I/O Direct Call Facility AXE I/O HDLC (LAPB) Single Link Procedures AXE I/O Interface for Modems AXE I/O Interface for Packet Mode Terminal Access Through a Switched Telephone Network AXE I/O Interface for Terminals AXE I/O Network User Services and Facilities AXE I/O Permanent Virtual Circuit Facility AXE I/O Selection by Name Facility AXE I/O Subaddressing AXE I/O Transport Protocol AXE I/O V.25 BIS. Automatic Calling Facility AXE I/O X.25 Interface AXE I/O X.3 Pad Direct File Output Internet Transport Service APZ 211 11-318 Message Transfer Protocol, MTP Modem for 2400 BPS. Synchronous on Leased Lines Modem for 9600 BPS. Synchronous on Leased Lines V-Series Synchronous Data Transmission through a General Telephone Network Physical Layer X-Series Synchronous Data Transmission through a Public Data Network Physical Layer 34. FILE FUNCTIONS 3 1/2 inch Disk Storage Unit, Winchester, Micropolis, 2112s 1.05 GB SCSI-2 5 1/4 inch Disk Store Winchester, Micropolis 1558-15 5 1/4 inch Disk Storage Unit Winchester, Hitachi DK 511-8 5 1/4 inch Disk Storage Unit Winchester NEC D5652 5 1/4 inch Flexible Disk Unit TEAC FD-55GFV 5 1/4 inch Rewritable Optical Disk Drive RICOH R0-5060E Command Log in AXE Data Interchange Format on Flexible Disks File Control APZ 211 11-285 29 File Copying in FMS File Names in AXE File Process Utility in FMS APZ 211 11-234 File Recovery Function in FMS File Service Functions APZ 211 11-286 Hard Disk Function APZ 211 11-284 IBM Formatted Tape Labels in FMS Infinite Sequential Files Magnetic Tape Functions in FMS Magnetic Tape Unit Start/Stop TEAC MT-1000 MT Labels for FMS Search Function in FMS 35. ALPHANUMERIC FUNCTIONS Asynchronous Terminal Interface for IOG11 APZ 211 11-282 Authority Check of Operators at Logon and Execution AXE User Environment Command Input Hourly Status Report Load Regulation of Man Machine Communication Man-Machine Language AX Modem for 2400 BPS Synchronous and Asynchronous, Switched or Leased Lines Output of Alphanumerical Information on File PC in AXE Printer in AXE, Facit B3100 Special Version Printer in AXE Facit 4511 Printer in AXE Siemens PT88S Remote Operator Alarm Repeat Notifications for Single Troubles Routing of Printouts Search in Transaction Log Secure Dialback for Connection of Terminals Standby Utilities for Alphanumerical Output Transaction Log TW in AXE, Texas Silent 703 TW in AXE, Facit 4511 TW in AXE, Facit 4440 VDU in AXE, Facit 4440 VDU in AXE, Tandberg 2230S 36. ALARM FUNCTIONS Alarm and Attendance Signaling Towards OMC External Alarms 30 Operator Alarm Revised 8/14/97 31 ATTACHMENT M ACQUISITION AGREEMENT # 9152 Tritel Inc. Finance Term Sheet NYLIB1/611897/3/99320/00000/flynnb/September 3, 1999 - 7:38 09/07/99 Tritel Inc. Acquisition Agreement 9152 1 ATTACHMENT N ACQUISITION AGREEMENT # 9152 TRITEL INC. TABLE OF CONTENTS SECTION PAGE 1. NETWORK PLANNING AND EXPANSION 2 2. NETWORK PERFORMANCE EVALUATION 2 3. NETWORK OPERATION CONSULTING 2 4. NETWORK MANAGEMENT SYSTEM CONSULTING 3 5. BUSINESS OPERATION CONSULTING 3 6. CIVIL CONSTRUCTION 3 7. SITE ENGINEERING 4 8. EQUIPMENT INSTALLATION AND COMMISSIONING 4 9. NETWORK OPTIMIZATION 4 10. OPERATION AND MAINTENANCE MANAGEMENT 6 11. NETWORK MANAGEMENT SYSTEM ADMINISTRATION 6 12. REMOTE NETWORK MONITORING 6 13. SYSTEM SUPPORT ..................................................5 14. OPERATION AND MAINTENANCE ASSISTANCE ............................6 15. COMPETENCE DEVELOPMENT PROGRAM ..................................6 NYLIB1/611897/3/99320/00000/flynnb/September 3, 1999 - 7:38 09/07/99 Tritel Inc. Acquisition Agreement 9152 1 1. NETWORK PLANNING AND EXPANSION Ericsson's Network Planning and Expansion Service provides initial radio frequency (RF) design, network dimensioning, and expansion planning for wireless systems. This service can be provided with customer defined levels of Ericsson support. Ericsson provides personnel with an in-depth knowledge of cell, frequency, transmission, and network planning principles. Ericsson team members also have the expertise for performing border, trunk, and signaling network analysis as well as system capacity analysis. In an effort to better meet current and future customer demands, Ericsson engineers provide a plan which shows how, when, and where to configure the wireless network for optimal performance. 2. NETWORK performance evaluation Ericsson's Network Performance Evaluation (NPE) service provides an in-depth analysis of coverage, capacity, efficiency, reliability, and quality of the wireless network. In addition, NPE makes recommendations for improving the performance of the system. Ericsson's Network Performance Evaluation service evaluates the wireless system at various levels of network configurations and traffic patterns. This service is divided into several sections: An overall system performance analysis is performed regularly on the entire network and is intended to focus on subscriber issues related to service quality. The overall performance evaluation highlights any problems found and provides a list of the most problematic cells in each performance area. If required, a more detailed investigation can be performed for the most problematic cells using the detailed problem analysis. A performance evaluation can also be applied to specific nodes within the system to ensure that areas such as power, grounding, or data transcripts are in appropriate conditions. This evaluation becomes essential when planning extensive expansions, updates, and/or enhancements to the wireless system. 3. NETWORK OPERATION CONSULTING Ericsson's Network Operation Consulting service provides improvement recommendations for Operations and Maintenance processes and procedures The consulting service addresses the following areas: o Documentation of current AXE operations and maintenance processes, practices, and procedures o Alarm management, shift hand-over and escalation procedures o Power and synchronization areas o OMC establishment, staffing and security issues o Necessary methods and tools provisioning o O&M Organization Planning and emergency support handling o Subscriber feature related O&M training 2 o 4. NETWORK MANAGEMENT System CONSULTING Ericsson's Network Management System Consulting service provides recommendations for the effective design and implementation of Network Management Systems (NMS). o Analyzes requirements for the Network Management System, based on expected network usage. o Ericsson Network Management System Consultants focus on attaining high system performance standards and efficient cost control. 5. BUSINESS OPERATION CONSULTING Ericsson provides a consulting service which reviews business processes and procedures and provides ideas for improvement. Business Operation Consulting addresses areas such as subscriber administration, customer care, and billing administration. Additionally, this service identifies new business possibilities and opportunities. Ericsson's Business Operations Consulting service provides information on areas of business operation that are critical for revenue enhancing opportunities. Some of these areas include: o Customer care and subscriber administration procedures o Fraud prevention activities in the network o Issues related to churn --subscriber or employee 6. CIVIL CONSTRUCTION Ericsson's Civil Construction Service provides general contracting and management services for the construction and preparation of base station, switching center, Network Management Center and other construction needs. Ericsson coordinates all activities related to the civil construction of cell sites, switch rooms, and network management centers serving as the general contractor. The range of commitment encompasses areas such as: o Customer approved site plans o Site preparation and construction o Construction/project management o Provisioning and/or installation of equipment shelters o Tower and monopole erection o Electrical and telco installation o Antenna and feeder installation o Generator, environmental, and security installation 3 7. SITE ENGINEERING Erisccon's Site Engineering service provides site surveys, preparation, and specifications for the physical layout and dimensioning of switch, radio, OSS, and transmission equipment. This service is performed for new installations, expansion of existing equipment, as well as for multi-vendor equipment. Ericsson provides the customer with the requirements for site preparation, space, building structures, environmental controls, and efficient equipment layout. Ericsson also recommends optimal ways to implement an extension to an existing installation -- taking into account factors such as spare positions in existing cabinets, main distribution frames, digital distribution frames, and power frames. 8. EQUIPMENT INSTALLATION AND COMMISSIONING Erisccon provides a full range of installation services for Ericsson, as well as third party equipment. This service ensures fast, professional installation and commissioning work of switch, network, radio, OSS, transmission and other Ericsson modules. Ericsson manages the installation and commissioning of new equipment, re-allocation and re-installation of existing equipment, and the dismantling of obsolete equipment. There are three levels of service: o INSTALLATION AND COMMISSIONING o QUALITY ASSURANCE SUPERVISION o INSTALLATION AUDITS 9. NETWORK OPTIMIZATION Erisccon's Network Optimization Service implements improvements recommended by Ericsson's Network Performance Evaluation, RF engineering, and other performance improvement services. This service is designed to improve the performance and quality of the operators wireless network. Ericsson engineers translate optimization recommendations into system data inputs for implementation into the wireless network. The activities that are covered include: o Baseline drive testing, data acquisition, and modification prior to implementation of data changes o Translation of planning and evaluation information to system data MML formats and commands o Preparation, distribution and implementation of customized cell design data information and switch files 4 10. OPERATION AND MAINTENANCE MANAGEMENT Erisccon's Operation and Maintenance Management Service provides experienced Ericsson personnel for the day-to-day handling of O&M activities. This service provides a total turn-key solution to Ericsson wireless systems network O&M. Ericsson's Operation and Maintenance Management Service is a long-term commitment to the operator to manage their system operations. Ericsson places personnel on-site and worldwide to access the various tools and expertise available to ensure efficient O&M management. The Operation and Maintenance Management responsibilities range from the handling of field hardware to O&M of system processes. 11. NETWORK MANAGEMENT SYSTEM ADMINISTRATION Erisccon's Network Management System Administration Service provides the operator with an efficient solution for the operation and administration of their Network Management System. The Network Management System Administration service provides Ericsson system administration based on proven UNIX, database, and NMS application operations and maintenance procedures. System administration support is offered either locally or remotely. Remote administration is available either by way of a dedicated high-speed link to the Ericsson Network Management Center or through a modem connection. System administration duties requiring physical activities such as connecting printers and workstations or removing tapes from backup devices are provided via on-site support. 12. REMOTE NETWORK MONITORING Erisccon's Remote Network Monitoring Service provides Ericsson's expertise in site monitoring and alarm handling for base stations, switching centers, and other network modes. Utilizing Ericsson's Network Management System applications, engineers provide proven NMS solutions for network monitoring. Remote Network Monitoring is available via a dedicated high-speed link to the Ericsson Network Management Center. 13. SYSTEM SUPPORT Erisccon's System Support service includes consultation and 24 - hour emergency service, software maintenance and hardware maintenance. This service provides: o Provides assistance in resolution of operations and maintenance issues and trouble report handling. o 24-hour access to Emergency Support Team for rapid recovery of Network Elements. o Software Maintenance ensures Network Elements are kept current with all software updates. o Hardware Maintenance provides Return and Repair of Ericsson equipment. 5 14. OPERATION AND MAINTENANCE ASSISTANCE Erisccon's Operation and Maintenance Assistance service provides experienced Ericsson personnel to assist with the operations & maintenance of the network. Operation & Maintenance Assistance provides hands-on assistance or supervision by experienced O&M personnel. These personnel are placed at the switches, radio sites or Network Management Center's on a short or long term basis. Ericsson resources are available to assist with support and O&M issues as well as: o OSS administration o Preventive maintenance o Back-up procedures o Alarm handling o Trouble reporting 15. COMPETENCE DEVELOPMENT PROGRAM Erisccon's Competence Development program provides courses to develop in-house competence in operation and maintenance of wireless networks including: o Career related training paths and courses for O&M professionals. o Courses at Ericsson's international training centers, or on-site training available. o Provides an introduction to new features and network technologies. o Hands-on review and job task competency verification. Revised 10/22/96 ATTACHMENT O ACQUISITION AGREEMENT # 9152 Tritel Inc. Price Adjustment for Equipment and Software Other than Initial Configuration NYLIB1/611897/3/99320/00000/flynnb/September 3, 1999 - 7:38 Tritel Inc. Acquisition Agreement 9152 09/07/99 6 Prices shall be adjusted at the beginning of each calendar year, and the prices will be valid for orders received during the ensuing calendar year, pursuant to the following formulas: Equipment and Software ordered other than that covered by the Initial Configuration is subject to this price adjustment according to the following formula: P = PO x (0.15 + 0.85 x M/MO) Where P = The adjusted price. PO = Base price as stated. M = The Producer Price Index for all commodities published monthly by the Federal Bureau of Labor Statistics ("Index") valid for the month of September in the current year. MO = Same as M, but valid in September of the previous year. 8/1/95 7 ATTACHMENT P ACQUISITION AGREEMENT # 9152 Tritel Inc. Recipients of Purchaser's Notices 8 ATTACHMENT Q ACQUISITION AGREEMENT # 9152 Tritel Inc. ORDER CANCELLATION POLICY Listed below are specific charges to PURCHASER which represent reasonable non-recoverable costs actually incurred by Ericsson prior to or in connection with the cancellation of such an order, including if applicable, labor charges of Ericsson personnel, reasonable restocking charges, and shipping charges. RBS EQUIPMENT (SUPPLIER - ERICSSON) SITUATION CANCELLATION POLICY - ------------------------------------------------------------------------------- o Order is cancelled before shipment to requested customer site. 5 percent of order value o Order is cancelled after shipment to requested customer site but before shipment is installed. 15 percent of order value o Custom Orders (i.e., cable construction) cancelled before manufacturing has commenced on that portion of the order.* 5 percent of order value o Custom Order (i.e., cable construction) cancelled after manufacturing has commenced on that portion of the order. 100 percent of order value NOTE: On custom orders, for example, if 10 custom cables were ordered but manufacturing has commenced on only 3 cables, a 100% charge will be levied against 3 cables and a 5% charge will be levied against the remainder (7) of the order. SWITCH EQUIPMENT (SUPPLIER - ERICSSON) Switch equipment refers to any AXE switching equipment order with the exception of the ordering of an entire switch (i.e., Mini, 211, 212). 9 SITUATION CANCELLATION POLICY - -------------------------------------------------------------------------------- o Order is cancelled before ship- ment to requested customer site. 5 percent of order value o Order is cancelled after shipment to requested customer site but before shipment is installed. 15 percent of order value SOFTWARE FEATURES SITUATION CANCELLATION POLICY - -------------------------------------------------------------------------------- o Order is cancelled before application engineering (i.e., station parameters or data transcripting) has commenced. 5 percent of software order value o Order is cancelled after application engineering (i.e., station parameters or data transcripting) has commenced. 10 percent of software order value NOTE: All switch hardware associated with the software features is subject to the cancellation charge listed for Switch Equipment. DOMESTIC SUPPLIERS OTHER THAN ERICSSON SITUATION CANCELLATION POLICY - -------------------------------------------------------------------------------- o Ericsson orders materials from a domestic supplier and the material CAN be resold by the domestic sup- plier to Ericsson or another vendor. 25 percent of order value o Ericsson orders materials from a domestic supplier and the material CANNOT be resold by the domestic supplier to Ericsson or another vendor (i.e., specifically measured coax cable for an antenna run). 100 percent of order value Rev. 07/92 10 EX-10.33 3 MASTER SITE AGREEMENT MASTER SITE AGREEMENT THIS MASTER SITE AGREEMENT (hereinafter referred to as this "MSA"), is made as of the 2nd day of July, 1999 (the "MSA Commencement Date"), by and between BELLSOUTH MOBILITY INC, a Georgia corporation, and its successors and assigns (hereinafter collectively referred to as "BellSouth") and TRITEL COMMUNICATIONS, INC., a Delaware corporation, and its successors and permitted assigns (hereinafter referred to as the "User"). WHEREAS, BellSouth is the owner of communications towers located on property either owned, leased or licensed by BellSouth (individually, a "Tower", collectively, "Towers"); WHEREAS, User is a provider of certain wireless digital communications services in the United States as such services are more particularly defined in Section 3 hereinbelow ("User's Wireless Business"); WHEREAS, BellSouth and User desire to enter into this MSA which will establish the general terms and conditions whereby User will lease, sublease, license or sublicense, as applicable, from BellSouth space on one or more of BellSouth's Towers and ground space on BellSouth's land (real property owned, leased or licensed by BellSouth with respect to each Site (as defined below) hereinafter the "Property") for the construction of an equipment shelter or cabinet(s) for the placement of User's communications equipment for operation of User's Wireless Business; WHEREAS, BellSouth and User will enter into a Site Agreement in form and substance substantially similar to Schedule "I" attached hereto and by reference made a part hereof (individually, a "Site Agreement"; collectively, "Site Agreements") which will establish the terms for use of a specific Site. NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. MSA. This MSA sets forth the general terms and conditions upon which all Sites, as defined below, shall be leased, subleased, licensed or sublicensed to User. It is understood that this MSA is limited to Sites in the states of Alabama, Florida, Georgia, Indiana, Kentucky, Mississippi, and Tennessee. From time to time during the term hereof, User and BellSouth may execute Site Agreements in the form attached hereto as Schedule "I" and by reference made a part hereof. Each Site Agreement shall identify a particular Site made subject to this MSA and more fully set forth specific terms particular to that Site. In the event of a conflict or inconsistency between the terms of this MSA and a Site Agreement, the terms of the Site Agreement shall govern and control for that Site. 2. Demise. Subject to the following terms and conditions, BellSouth hereby agrees to lease, sublease, license or sublicense, as applicable, to User certain space on one or more of BellSouth's Towers together with sufficient space on the Property with easements for access and utilities. User's use of the Tower and Property shall be limited to the Tower and Property, together with easements for access and utilities described and depicted in Exhibit "A" to each Site Agreement (the Property, the space upon BellSouth's Tower utilized by User and any easements providing access and utilities to the Property are sometimes referred to herein individually as a "Site" or collectively as "Sites"). With respect to any Sites which User may desire to lease, sublease, license or sublicense, as applicable, User shall give written notice to BellSouth at the address provided in Section 27 hereof of such desire. After receipt of written notice from User of such desire to add a Site to this MSA, BellSouth shall provide User with a Site Application to be completed by User. Upon receipt by BellSouth of the completed Site Application, together with any application fee required by BellSouth, BellSouth shall evaluate the feasibility of utilization of each Site requested by User to be added to this MSA. Except in extraordinary circumstances, as determined by BellSouth in its discretion, the application fee generally will not exceed [CONFIDENTIAL TREATMENT REQUESTED] per Site. The Site Application fee, once received by BellSouth shall in all instances under this MSA be applied toward the first base rent payments due under the applicable Site Agreement. BellSouth will use reasonable best efforts to respond promptly to initial requests for a Site Application and to Site Applications submitted by User. BellSouth may decline additional Sites for any reason whatsoever. If BellSouth desires to lease or to license any Site to User, BellSouth shall deliver to User three (3) completed, unexecuted counterparts of a Site Agreement pertaining to such Site. User shall have a period of fifteen (15) business days from User's receipt of such Site Agreement to execute and return same to BellSouth. If User fails to return all counterparts of the Site Agreement, properly executed and unmodified by User, together with the Site Cost Reimbursement Amount (as defined herein) set forth in the Site Agreement, within such fifteen (15) day period such Site Agreement shall immediately be deemed null and void. Upon receipt of the properly executed, unmodified counterparts of the Site Agreement, BellSouth will execute same and return a fully executed original of the Site Agreement to User, whereupon the Site Agreement shall be deemed to be added to this MSA. 3. Permitted Use. Subject to the terms of this MSA and the Site Agreement for each respective Site, User shall be permitted the non-exclusive right to install, maintain, operate, service, and subject to BellSouth's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, modify and replace its communication equipment as more particularly described on the User's Co-Location Application attached as Exhibit "C" to each Site Agreement (the "Facilities") at such Site, including without limitation, BellSouth's Tower, which Facilities shall be utilized for the transmission and reception of wireless voice and data communications using digital communications services technology. These shall be the only permissible uses under this MSA and each Site Agreement, and User specifically acknowledges that microwave facilities are not permitted uses. 4. Master Lease/License. A Site Agreement shall be subject and subordinate to all of the terms and conditions of the agreement pursuant to which BellSouth has rights in and to the Property (the "Master Lease/License"), which are incorporated in the Site Agreement by reference and a copy of which has been or will be delivered to User and attached to the Site Agreement as Exhibit "A-l", subject to redaction of the financial terms set forth therein or as otherwise required by confidentiality and nondisclosure provisions contained therein. If applicable, BellSouth agrees to provide User with copies of all amendments to, extensions of and renewal notices given pursuant to the Master Lease/License, subject to redaction of the financial terms set forth therein or as otherwise required by confidentiality and nondisclosure provisions contained therein. BellSouth represents to User that as of the Execution Date of a Site Agreement neither BellSouth nor BellSouth's Landlord ("Master Landlord") is in default under the Master Lease/License. 5. Conditions Precedent. (a) Conditions Precedent Based On Consent of Master Landlord. If BellSouth is party to a Master Lease/License for a Site, the Site Agreement for such Site shall be contingent upon BellSouth and/or User, as applicable, being able to satisfy one (1) of the following conditions precedent within sixty (60) days of the Execution Date of the Site Agreement, if required by the Master Lease/License, in BellSouth's sole reasonable opinion. (i) Notice to Master Landlord of [Sublease/License]. If notice to the Master Landlord of the sublease, license or sublicense, is required by the Master Lease/License, in BellSouth's sole reasonable opinion, BellSouth shall so notify the Master Landlord and shall deliver, upon User's request, evidence of such notification; or 2 (ii) Consent of Master Landlord to [Sublease/License] of Tower Space and Ground Space. BellSouth or User, at BellSouth's option, will obtain the written consent of Master Landlord to BellSouth's [sublease, license, sublicense] to User of Tower Space and Ground Space (as such terms are defined in the Site Agreement), if required by the Master Lease/License, in BellSouth's sole reasonable opinion; (iii) Consent of Master Landlord to [Sublease/License] of Tower Space and Master Landlord Leasing Ground Space to User. BellSouth or User, at BellSouth's option, will obtain (aa) the written consent of Master Landlord to BellSouth's [sublease, license, sublicense] to User of Tower Space, if required by the Master Lease/License, in BellSouth's sole reasonable opinion, and (bb) a written ground lease from the Master Landlord providing for the [lease/license] of ground space from the Master Landlord to User for User's Ground Facilities (as defined in the Site Agreement), upon terms and conditions acceptable to User in User's sole and absolute discretion. BellSouth and User shall cooperate with one another in efforts to obtain the consent of the Master Landlord pursuant to Sections 5(a)(ii) and 5(a)(iii) hereof. If BellSouth or User is able to obtain the written consent of the Master Landlord to BellSouth's sublease, license or sublicense to User of Tower Space and Ground Space pursuant to Section 5(a)(ii), (aa) BellSouth or User shall deliver to the other a copy of such written consent, (bb) the condition precedent to BellSouth leasing Tower Space and Ground Space to User shall be deemed satisfied, and (cc) the term "Leased Space" as used in the Site Agreement shall mean Tower Space and Ground Space and the term "Facilities" as used in the Site Agreement shall mean the Tower Facilities and Ground Facilities. If BellSouth or User is able to obtain the written consent of Master Landlord to BellSouth's lease to User of Tower Space (but not to BellSouth's sublease, license or sublicense to User of the Ground Space) and BellSouth or User is able to obtain a ground lease from the Master Landlord pursuant to Section 5(a)(iii) hereof, (aa) BellSouth or User shall deliver to the other a copy of such written consent, (bb) User shall deliver to BellSouth a copy of the certification as to the ground lease or license from the Master Landlord to User in substantially the form of Exhibit D attached to the Site Agreement, (cc) the condition precedent set forth in Section 5(a)(ii) hereof shall not have been satisfied but the condition precedent set forth in Section 5(a)(iii) hereof shall be deemed satisfied, and (dd) the term "Leased Space" as used in the Site Agreement shall mean Tower Space only and the term "Facilities" as used in the Site Agreement shall mean Tower Facilities only. If BellSouth elects to obtain the ground lease described in Section 5(a)(iii), then such ground lease shall be subject to User's prior approval and User shall be responsible for the payment of BellSouth's reasonable, documented costs in obtaining the ground lease and of all rents and other sums due under the ground lease, as and when such sums are due and payable. If BellSouth or User is unable to satisfy the condition set forth in Section 5(a)(ii) or BellSouth or User is unable to satisfy the conditions set forth in Section 5(a)(iii) within sixty (60) days of the Execution Date of the Site Agreement, the Site Agreement shall automatically terminate and become null and void, unless extended in writing by mutual consent of BellSouth and User. Upon such termination, neither BellSouth nor User shall have any obligations to the other except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, arising prior to the date of termination. (b) Conditions Precedent to Site Commencement Date. Each Site Agreement is further contingent upon User being able to satisfy the following conditions prior to the Site Commencement Date (and all such conditions shall be deemed satisfied upon the Site Commencement Date), as defined in the Site Agreement: 3 (i) Approvals. User obtaining, after the Execution Date of the Site Agreement, all certificates, permits, licenses and other approvals that may be required by any federal, state or local authorities (the "Approvals") to permit User's intended use of the Leased Space. BellSouth shall cooperate, at User's cost, with User in its effort to obtain such Approvals. In the event that User notifies BellSouth that (aa) any application for an Approval is rejected, (bb) an Approval is canceled, expires, lapses, or is otherwise withdrawn or terminated for any reason whatsoever prior to installation of the Facilities by User, or (cc) any application for Approval is not likely to be obtained or approved, as determined in User's sole discretion, the Approvals shall be deemed to not have been obtained by User. (ii) Radio Frequency Propagation Test. User determining, in User's sole discretion, that the results of any radio frequency propagation tests are satisfactory, such that User is able to use the Leased Space for User's intended use. (iii) Utilities and Access. User determining, in User's sole, reasonable discretion, that (aa) telephone and electric utilities are available at the Leased Space or Tower of sufficient capacity to accommodate User's Facilities and (bb) ingress and egress is available to and from the Leased Space and to and from a publicly dedicated road. (iv) Tower Capacity. User determining in User's sole, reasonable discretion based on a Tower analysis satisfying the requirements of Section 10(ii) hereof that the Tower is of sufficient capacity to accommodate the load requirements of User's Facilities. (v) Title. User determining in User's sole discretion that the status of title as to the Leased Space and easements granted herein are acceptable to User. (vi) Hazardous Substances. User determining in User's sole discretion that the Leased Space and Property are free of all Hazardous Substances, as defined in Section 15(b) hereof. If any one (1) of the conditions set forth above will not be satisfied as of the Site Commencement Date of the Site Agreement, User shall have the right to terminate the Site Agreement by giving BellSouth written notice thereof. If User elects to terminate the Site Agreement, the Site Agreement shall terminate as of the date BellSouth receives such notice from User and neither BellSouth nor User shall have any further obligation under this Site Agreement except for any indemnity obligations and User's obligation to remove its Facilities from the Property. (c) Site Cost Reimbursement Amount. User shall pay a one-time site cost reimbursement amount ("Site Cost Reimbursement Amount") to BellSouth, paid by User to BellSouth not later than the execution and delivery of the Site Agreement. Except in certain circumstances, as set out herein, the Site Cost Reimbursement Amount generally will not exceed [CONFIDENTIAL TREATMENT REQUESTED] per Site. BellSouth and User acknowledge and agree that the Site Cost Reimbursement Amount reflects an equitable sharing of the capital costs incurred by BellSouth with respect to the construction of the Tower and the ability of User to locate its Facilities thereon. Consequently, the Site Cost Reimbursement Amount is independent of and in addition to, and not in substitution or reduction of, all or any part of the Base Rent specified in such Site Agreement, or the fair market value of the rent applicable to such Site. In the event that the Site Cost Reimbursement Amount is paid by User but the Site Agreement does not reach the Site Commencement Date because of a failure of a condition precedent described in Section 5 or such other reason described herein, through no fault of User, BellSouth shall refund the Site Cost Reimbursement Amount. 4 6. Term. (a) MSA Term. The MSA term shall begin on the MSA Commencement Date and shall continue until midnight of the fifth (5th) anniversary of the MSA Commencement Date, unless terminated earlier in accordance with the terms hereof (the "Term"). The MSA shall renew automatically for one (1) additional period of five (5) years unless either party sends notice to the other of its election not to renew the MSA. Any such extension term shall be part of the "Term" as described herein. (b) Site Agreement Term and Renewal. The initial term of each Site Agreement and any renewal terms are provided in each Site Agreement. Notwithstanding the expiration of this MSA, the terms and conditions of this MSA shall continue to apply to each Site Agreement until the Site Agreement Term, including any renewal terms expires or terminates. 7. Rent. (a) Base Rent. During the Initial Term of any Site Agreement, User shall pay annual rent in equal annual installments in the amount set forth in each Site Agreement, in advance on or before the Site Commencement Date and then on each anniversary date of the Site Commencement Date. Except in certain unusual circumstances, the annual base rent for the applicable Sites shall be [CONFIDENTIAL TREATMENT REQUESTED] annually for each Site subject to this MSA. Rent shall be payable by check, and checks shall be made payable to the order of the BellSouth entity specified in the applicable Site Agreement and shall be mailed to the address designated in the applicable Site Agreement. (b) Taxes. (i) Property Taxes. User shall be responsible for the reporting and payment when due of any tax directly related to User's ownership or operation of the Facilities and such reporting and payment shall be made directly to the appropriate tax authorities. (ii) Sales Taxes. BellSouth shall be responsible for billing, collecting, reporting, and remitting sales taxes directly related to rent payments received pursuant to this MSA and any Site Agreement, if any. User shall be responsible for reimbursing BellSouth for all sales taxes billed related to rent payments received pursuant to this MSA and any Site Agreement, such reimbursement to be due and payable within thirty (30) days of BellSouth's delivery to User of a written invoice and copies of paid tax receipts specifying the payments made by BellSouth. (c) Site Agreement Renewal Terms. If and when one or more of the Site Agreement Renewal Terms (as defined in the applicable Site Agreement) are exercised by the User, upon the commencement of each Renewal Term, the annual rent for each Renewal Term shall increase by the percent set forth in such Site Agreement over the annual rent for the immediately preceding term. (d) Additional Facilities. If, after the installation of the Facilities, User, with the prior written approval of BellSouth as required by Section 10 hereof, modifies the Facilities by adding additional equipment to the Tower which materially increases the size or structural or windload on the Tower or is in a different location on the Tower than the Facilities such that additional rent is payable pursuant to Section 10(vi) hereof, BellSouth and User acknowledge that the rent for the Site shall be increased by an amount set forth in the Site Agreement for each piece of additional equipment. If the Site Agreement is silent on rent for additional equipment, BellSouth and User acknowledge that the rent for the Site shall be increased by a mutually agreed upon amount. In the event BellSouth and User cannot agree upon the increased rent, the increase in rent shall be the fair market rental value for the additional equipment placed on the Tower, which shall be determined by BellSouth and User each designating, 5 within thirty (30) days of the dispute, an independent MAI appraiser with demonstrated experience appraising similar property and telecommunication uses and shall be the average of the two appraisals prepared by the appraisers. Each party shall pay the fees of its appraiser. 8. BellSouth to Locate on User's Towers. As additional consideration for BellSouth's agreement to lease, sublease, license or sublicense, as applicable, the Site to User, User hereby agrees to lease, sublease, license or sublicense, as applicable, to BellSouth space on User's tower and ground space adjacent to such tower for the construction and placement of an equipment shelter or cabinet in the same geographic markets that User is leasing, subleasing, licensing, and sublicensing from BellSouth (such tower and ground space collectively referred to as a "Reciprocal Site") and shall be evidenced by a site agreement and master site agreement, in substantially the same form as the Site Agreement for BellSouth's Tower and Property and this MSA. In the event User refuses to lease, sublease, license or sublicense, as applicable, a Reciprocal Site to BellSouth, for reasons unrelated to User's capacity, zoning, permits, RF interference (based upon standard and accepted engineering principles) licenses and other required approvals, or environmental issues with respect to such Reciprocal Site, BellSouth may elect to terminate any existing Site Agreement with respect to a Site in the same geographic market as the proposed Reciprocal Site refused by User in accordance with the provisions set forth in Section 20(b) hereof. 9. Relocation of Facilities. (a) With respect to any Site, BellSouth reserves the right to change the location of User's Facilities at the Site upon sixty (60) days written notice to User to accommodate the communications equipment (including a change in frequency) of BellSouth. User shall relocate or remove the Facilities, at BellSouth's expense, within sixty (60) days of receipt of any such notice by User (provided, however, that if User has diligently pursued efforts to change the location of User's Facilities on the Tower during such sixty (60) days but has been unable to complete the same, User shall have an additional thirty (30) days to complete the work); provided, however, if the relocated space is unacceptable to User, in User's reasonable discretion, User shall have the right to terminate the Site Agreement upon written notice to BellSouth, which termination shall be effective the earlier of (i) the date set forth in User's termination notice, or (ii) two hundred forty (240) days from User's receipt of BellSouth's relocation notice. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. In the event BellSouth needs additional capacity at a Site for its equipment and there is no space on the Tower in which to relocate User's Facilities, upon two hundred and forty (240) days notice, BellSouth may terminate a Site Agreement, and thereafter the Site Agreement shall be of no further force and effect, and except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property, and BellSouth's obligation to reimburse User for the book value (to be determined at the date of termination of the Site Agreement) of any structural enhancements made by User to such Site, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. (b) In the event of a termination under this Section 9 within the Initial Term of the terminated Site Agreement, BellSouth shall also reimburse User a pro rata portion of the Site Cost Reimbursement Amount applicable to such Site Agreement based on a five-year proration of the full Site Cost Reimbursement Amount. The amount reimbursed by BellSouth shall be equal to the pro rata portion of the Site Cost Reimbursement Amount from the date of termination to the expiration of the Initial Term. BellSouth shall deliver such reimbursement to User within thirty (30) days of the termination date of the Site Agreement. 6 10. Installation, Modification and Relocation. During the term of the Site Agreement, including any renewal terms, User shall have the right, at User's expense, to install, and with BellSouth's prior written approval, which approval shall not be unreasonably withheld, delayed or denied, relocate and modify the Facilities on the Site. BellSouth agrees that if User is simply modifying or replacing its Facilities at the Site, and such replacement equipment shall not increase the wind load or structural strain on the Tower, increase User's space at the Site, cause interference, or change the frequency, BellSouth shall not condition approval on an increase in base rent. User's installation, maintenance, relocation, modification, and removal shall be in compliance with the following requirements: (i) Facilities. With regard to a modification or relocation of the Facilities, User shall provide BellSouth with an updated Exhibit "C" listing all communications equipment to be located on the Site. (ii) Tower Analysis. User shall submit to BellSouth a completed Tower analysis, prepared by licensed structural engineer approved by BellSouth (a) describing any and all installations, modifications, or relocations, as the case may be, of the Facilities on the Tower, (b) including information demonstrating continued compliance with the Tower manufacturer's warranty requirements, if delivered to User, current EIA/TIA standards, other legal requirements for the Tower, and any other information reasonably requested by BellSouth and (c) demonstrating that the installation, modification, or relocation, as the case may be, does not exceed the load capacity of the Tower. The Tower analysis shall be based on all Facilities listed on Exhibit "C" regardless of whether User does not intend to initially install all Tower Facilities. If the Tower is a monopole, User, at User's cost, shall be responsible for the installation of any platforms and cutting of portals requited to install User's Tower Facilities; provided, however, User shall not cut any portal in the Tower if the cutting of such portal would adversely affect the manufacturer's warranty on the Tower, if any, or the integrity of the Tower. If the Tower is structurally inadequate to accommodate User's proposed installation, modification or relocation, User, subject to BellSouth's consent, which consent shall not be unreasonably withheld or delayed, shall have the right to structurally enhance the Tower to accommodate User's proposed installation, modification or relocation of User's Tower Facilities, provided User complies with the following additional requirements: (1) Plans and Specifications for Structural Enhancement. User shall submit to BellSouth all plans and specifications for structurally enhancing the Tower, the proposed architect, engineer and/or contractor involved in the structural enhancement, and a structural analysis demonstrating that the Tower, as structurally enhanced, will accommodate all equipment located on the Tower at the time of the structural enhancement and the proposed installation, modification, or relocation of User's Tower Facilities, as the case may be, all of which shall be approved by BellSouth, which approval shall not be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days of submission, the same shall be deemed approved by BellSouth upon the expiration of said forty-five (45) days. (2) Payment of Costs. User shall pay all costs incurred in structurally enhancing the Tower including, without limitation, all material costs, all architectural, engineering and contracting fees, all certificate, permit, license and approval fees, and all actual, reasonable costs incurred by BellSouth to review the plans and specifications and structural analysis. (3) Ownership of Structural Enhancements. Upon completion of and payment by User for the structural enhancements, such structural enhancements shall become the property 7 of BellSouth, and upon request, User shall promptly provide to BellSouth any bills of sale or documentation evidencing BellSouth's ownership of said enhancements. (iii) Insurance. User shall provide BellSouth with insurance certificates for each Site evidencing that the insurance required by Section 17 of this MSA is in full force and effect including, without limitation, worker's compensation insurance and the insurance required of User's contractors and subcontractors. (iv) Compliance with Laws. User's installation, modification or replacement of the Facilities on the Site and structural enhancement of the Tower, if any, shall be in compliance with all applicable laws, regulations and requirements of any federal, state or local authority, including without limitation, OSHA work practice standards for performing said work. BellSouth, at no cost to BellSouth, agrees to cooperate with User to obtain such compliance. (v) Availability of Space. With regard to the relocation of the Facilities, space on the Tower must be available at the levels, and/or space on the ground must be available at the locations, to which User desires to relocate and, if consent of the Master Landlord is required to relocate the Ground Facilities, then such consent must be obtained prior to relocation. (vi) Additional Rent. User shall pay BellSouth additional rent, in an amount determined in accordance with the provisions of Section 7(d) hereof. (vii) Plans and Specifications; Contractor. User shall submit to BellSouth (i) the plans and specifications, a detailed site plan and any other construction documents setting forth the proposed construction, installation and other work to be performed on the Site and Tower and (ii) the names of the proposed contractors and subcontractors performing any such construction, installation or other work, all of which shall be approved by BellSouth, such approval not to be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days, the same shall be deemed approved. Following the completion of any installation, modification or relocation, User shall provide to BellSouth, at User's expense, updated, as-built drawings, initialed by User, documenting all installed Facilities on the Site and conforming to the plans and specifications, site plan, and any other construction documents approved by BellSouth. The as-built drawings shall include an as-built survey locating the Site to a monument or the Tower (the "As-Built Survey"). Upon receipt and provided the As-Built Survey conforms to the plans and specifications, site plan and any other construction documents approved by BellSouth, BellSouth shall initial the As-Built Survey. (viii) Liens. User shall keep the Site, Tower, Property and Facilities free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of User in accordance with the provisions of Section 16(c) hereof, with the sole exception of any liens with respect to equipment financing obtained by User for such Facilities provided that such equipment financing liens do not encumber, attach to or affect, in any manner, BellSouth's or the Master Landlord's right, title or interest in and to all or any part of the Towers or the Property. (ix) Pre-construction Meeting; Other Construction Meeting. Prior to commencing any installation and/or construction, a duly authorized representative of User shall meet with a duly authorized representative of BellSouth at the Tower site to mutually approve the construction methods and procedures, such approval not to be unreasonably withheld, conditioned or delayed by either party. BellSouth and User agree to cooperate with one another in scheduling such pre-construction meeting. In addition, BellSouth and User will meet during and upon substantial completion of construction to mutually approve grounding and punch-list items, respectively, and BellSouth and User agree to cooperate with one another in scheduling such meetings. 8 11. Ingress and Egress. (a) Upon the Execution Date of a Site Agreement, BellSouth hereby grants to User, as well as User's contractors, subcontractors, agents, affiliates, or employees, subject to the limitations set forth herein or in the applicable Site Agreement, (i) the non-exclusive right to use the Tower, at locations mutually agreed upon by User and BellSouth, for the term hereof for ingress, egress, and access to the Tower Space adequate to service the Tower Facilities and (ii) if the term " Leased Space" as used in the Site Agreement includes Ground Space, a non-exclusive easement for the term hereof, for ingress, egress, and access to the Leased Space, on a twenty-four (24) hours per day, seven (7) days per week basis, across (aa) the Property in locations mutually agreed upon by BellSouth and User and (bb) if the Property is leased or licensed by BellSouth, across the property of the Master Landlord to the extent and in the locations of the Master Landlord-granted ingress, egress and access easements to BellSouth in the Master Lease/License. User or User's qualified, insured contractors under User's direct supervision shall have access to the Tower upon twenty-four (24) hours notice to BellSouth, which access shall be subject to the accompaniment, at BellSouth's option, of BellSouth's field personnel to provide an escort and/or supervision, and User shall reimburse BellSouth for BellSouth's actual, reasonable costs related thereto within thirty (30) days of BellSouth's delivery to User of a written invoice for such costs. The foregoing notwithstanding, User shall have access to the Leased Space and User's Facilities immediately and without notice in the event of an emergency, and User shall notify BellSouth as soon as practicable of User's access during such emergency. Other security measures required for a particular Site may be set forth in the Site Agreement. (b) Prior to the Execution Date of a Site Agreement, User may have access to a Property and the Tower situated thereon only upon the execution and delivery by BellSouth and User of an entry and testing agreement in form and substance substantially similar to Schedule "II" attached hereto and by reference made a part hereof (an "Entry and Testing Agreement") which will establish the terms under which User may access the Property and Tower for the "Permitted Activities," as defined in the applicable Entry and Testing Agreement. 12. Utilities, Cable Runs. Upon execution of a Site Agreement, BellSouth hereby grants to User the non-exclusive right to use the Tower for the term hereof to place any cable runs on the Tower, at locations mutually agreed upon in writing by BellSouth and User, in order to service or operate the Facilities, subject to BellSouth's prior written approval of the design and installation method and procedures, such approval not to be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days, the same shall be deemed approved. If the term "Leased Space" as used in the Site Agreement includes the Ground Space, upon execution of the Site Agreement, BellSouth hereby grants to User a non-exclusive easement for the term hereof to place any utilities or cable runs on or bring utilities across the Property and if the Property is leased or licensed by BellSouth, the property of the Master Landlord to the extent and in the locations the Master Landlord granted utility and cable run easements. User shall pay the cost of all utility service necessary to install, maintain and operate the Facilities. Where practicable, User shall install a separate meter for User's use. If installation of a meter is not practicable, the parties shall prorate such charges based on approximate actual use within thirty (30) days of receipt by BellSouth of any invoice from an applicable utility company. User shall obtain and pay the cost of telephone connections. Installation of telephone service shall be in compliance with the procedures for installation and maintenance of Facilities set forth herein. 13. User's Covenants. User covenants that from the Execution Date of a Site Agreement, that the Facilities, and all installation, operation, modification, relocation and maintenance associated therewith, will: 9 (a) In no way damage BellSouth's Tower, Property, any other structure or accessories thereto, any Prior User's, as defined below, equipment or facilities or any Subsequent User's, as defined below, equipment or facilities, normal wear and tear excepted. If damage, other than normal wear and tear, occurs and such damage is caused by User, or User's employees, agents, contractors, or subcontractors, then User shall be liable for repair or reimbursement of repair for said damages; (b) Not interfere with BellSouth's operation on the Tower or the operations of any Prior User (as defined herein). For purposes hereof, a "Prior User" shall mean any other user of the Tower that has submitted to BellSouth a site application in good faith prior to the submission of User's Site Application for such Tower, which site application serves as the basis for a written agreement for the use of the Tower by such user. In the event BellSouth determines, in its sole discretion based on standard and accepted engineering practices, that User's Facilities are interfering with the operation of BellSouth's or a Prior User's equipment, authorized frequency spectrum or signal strength, upon the request of User, BellSouth shall provide User with a copy of the report. User shall, within forty-eight (48) hours of notification, take all steps necessary to eliminate the interference, with the exception of ceasing User's operations. If User cannot eliminate or resolve such interference within the forty-eight (48) hour period, BellSouth shall have the right to require that User turn off its Facilities and only turn on its Facilities during off-peak hours specified by BellSouth in order to test whether such interference continues or it has been satisfactorily eliminated. In the event that User is unable to resolve or eliminate, to the satisfaction of BellSouth, such interference within thirty (30) days from the initial notification of such interference, User will immediately remove or cease operations of the objectionable Facilities and BellSouth shall have the right to terminate the applicable Site Agreement. User shall not on any Site interfere with BellSouth's use of the Site, the provision of services to BellSouth's customers, or the use of the Site by other Prior Users. Such interference shall be deemed a material breach of the Site Agreement. (c) Not interfere with the maintenance of BellSouth's Tower and the Tower lighting system; (d) Keep the Facilities in a state of repair acceptable to BellSouth in BellSouth's reasonable discretion; (e) Identify the Facilities with metal tags fastened securely to its bracket on the Tower and to each transmission line; (f) Comply with all applicable rules and regulations of the Federal Communications Commission ("FCC") and all federal, state and local laws governing use of the Facilities on the Site; (g) Comply with all applicable laws and ordinances and promptly discharge or bond off any lien for labor or material within thirty (30) days of filing same; (h) Within thirty (30) days after the expiration or termination of a Site Agreement, remove all Facilities from the Property and restore the Tower and the Site to its original condition, normal wear and tear excepted. In the event User has not removed the Facilities at the time of expiration or termination of the Site Agreement, User shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term until such time as the removal of the Facilities is completed. In the event User does not remove its Facilities within thirty (30) days after the expiration or termination of the Site Agreement, BellSouth shall have the right to remove and store the Facilities, at User's sole expense, and User shall reimburse BellSouth for such expenses upon demand. If BellSouth removes the Facilities, BellSouth shall not be responsible for any damage to the Facilities during the removal and storage thereof unless caused by the gross negligence or willful misconduct of BellSouth. Notwithstanding the foregoing, except as may be required under any lease or license 10 agreement pursuant to which BellSouth has rights in and to the Property, User shall not be required to remove any utilities or concrete pads upon which User's equipment shelters or cabinets may have been located upon the expiration or termination of a Site Agreement; (i) Upon the completion of the initial installation of the Facilities on the Site, within thirty (30) days of the completion of the relocation of the Facilities or installation of additional Facilities on the Site and, for any year in which User has performed a site audit on the Site or the Facilities or User's operations at the Site have changed or been modified, by December 1 of each year throughout the term of the Site Agreement, User shall provide BellSouth with the number of batteries, battery model numbers, battery manufacturers, the number of cells in each battery and the amount of sulfuric acid in User's batteries on the Site in order for BellSouth or if, the property is leased or licensed by BellSouth, the Master Landlord, to file such information with the Environmental Protection Agency ("EPA") and any state and local authorities as required by applicable law. Further, within thirty (30) days of User's receipt of a written request from BellSouth, User will provide BellSouth with any other information and copies of documents relating to the Facilities located on the Site which BellSouth or Master Landlord may be required to file with the FCC, EPA or any other governmental agencies. User agrees to indemnify and hold BellSouth harmless from any liabilities resulting from any inaccuracies in such information or documentation delivered by User to BellSouth or User's failure to provide BellSouth with such information or documentation in accordance with the provisions of this Section 13(i); (j) Be coordinated through BellSouth and User shall cooperate with BellSouth, (k) It is recognized that certain construction, such as the erection of an antenna support structure, can have an effect on a given AM Signal Array within certain parameters. This issue is addressed in Part 22 of the FCC Rules and Regulations. A statement of this policy regarding structures erected or modified by Commission Licensees in the vicinity of broadcast AM Stations is found in the FCC Report No. CL-90-40, "Re-Publication of Standard Broadcast Re-Radiation and Tower Construction Authorized Under Part 22 of the Rules." This policy states that "Licensees and Permitees planning to construct or modify a tower within 2 miles of a directional AM array or within .5 miles of a non-directional AM tower should take certain precautions..." to protect the array of said AM Station(s). BellSouth has constructed its Towers in compliance with the rules and regulations of the FCC. By User's collocation on any BellSouth Tower, User accepts full responsibility (including financial responsibility) to take any and all measures to cause User's facilities to comply with the FCC mandate as it pertains to modifications of existing towers. After this mandate has been satisfied, all documentation to substantiate compliance will be forwarded to BellSouth for records maintenance. In the event that the applicable Tower at any Site was fitted with a detuning apparatus to protect the array of a given AM Station, User will be responsible for following the procedure set forth below to ensure that the Tower remains in compliance: Prior to actual collocation on the existing BellSouth Tower, a certified letter will be sent from User to the AM station(s) in question advising said station(s) of the intent to collocate on the BellSouth existing Tower. This document will reference that BellSouth has detuned the structure with the installation of a detuning apparatus; furthermore, the Tower will not be increasing in electrical height and therefore this collocation will cause no further perturbation to the AM Signal. A copy of this letter will be furnished to BellSouth for record purposes. After the collocation has been completed, User will ensure the proper working condition of the detuning apparatus by retaining the appropriate BellSouth detuning consultant to take proximity measurements of the Tower to adjust said apparatus to include the new antenna. This course of action is necessary 11 because the detuning apparatus will need to be rendered inert during the actual installation of any additional antennas to the structure. Any costs involved in following this procedure will be the responsibility of User. If, due to User's collocation, it becomes necessary to modify the actual height of the Tower, it will be the responsibility of User to retain a detuning consultant and perform a partial proof of performance report and/or install/modify detuning apparatus to ensure the integrity of a given AM Signal. 14. BellSouth's Covenants. BellSouth covenants that during the term of a Site Agreement it shall: (a) Maintain the Tower and surrounding area in a safe condition; (b) Except as otherwise set forth in this MSA, take no action which would adversely affect the User's proposed use of the Site; (c) Upon User's payment of rent and performance of its covenants, but subject to the terms of any Master Lease/License pursuant to which BellSouth has rights in and to the Property, and subject to any prior lien or encumbrance on the Property, ensure User's quiet use and enjoyment of the Site; (d) Comply with all applicable rules and regulations of the FCC, the FAA, and all federal, state and local laws governing the Tower and Property; (e) Not permit any Subsequent User (as defined herein) to interfere with the operation of User's equipment, authorized frequency spectrum, signal strength or Facilities. For purposes hereof, a "Subsequent User" shall mean any other user of the Tower that submits to BellSouth a site application for the use of such Tower after the submission of User's Site Application for such Tower. In the event BellSouth determines, in its sole discretion based on standard and accepted engineering practices, that the Subsequent User is interfering with the operation of User's equipment, authorized frequency spectrum, signal strength or Facilities, BellSouth shall, within forty-eight (48) hours of notification, take all steps reasonably necessary to eliminate the interference, with the exception of ceasing the Subsequent User's operations. If the Subsequent User cannot eliminate or resolve such interference within the forty-eight (48) hour period, BellSouth shall take all steps reasonably necessary to require that the Subsequent User turn off its facilities and only turn on its facilities during off-peak hours specified by BellSouth in order to test whether such interference continues or it has been satisfactorily eliminated. In the event that the Subsequent User is unable to resolve or eliminate, to the satisfaction of BellSouth, such interference within thirty (30) days from the initial notification of such interference, the Subsequent User will immediately remove or cease operations of the objectionable facilities. Notwithstanding the foregoing, if the Subsequent User is a governmental entity, BellSouth shall have the right to give the governmental entity five (5) business days notice prior to BellSouth being required to take any actions required by this Section 14(e) to cure such interference. BellSouth shall give such governmental entity written notice of the interference within two (2) business days of BellSouth's determination that such action is reasonably necessary. BellSouth's notice to the governmental entity shall be deemed given on the day it is delivered by hand or on the day it is deposited with an overnight courier or the United States mail; (f) Not permit any Prior User or Subsequent User to damage User's Facilities or the Site, normal wear and tear excepted. If damage by BellSouth, a Prior User, or Subsequent User, other than normal wear and tear, occurs to User's Facilities or the Site, then BellSouth, shall be liable for repair or reimbursement of repair for such damages caused by such party; 12 (g) Use reasonable efforts not to violate or breach any term of the Master Lease/License giving the Master Landlord the right, with the passage of time and/or giving of notice, to terminate the Master Lease/License; deliver to User copies of every notice of default, non-renewal or non-conformance received from Master Landlord immediately upon receipt thereof by BellSouth, and User shall have the right, but not the obligation, to cure any such defaults of BellSouth within the periods afforded BellSouth under the Master Lease; (h) Provide the Master Landlord with the information necessary to enable the Master Landlord to comply with the reporting requirements of the EPA or any other governmental agency; provided, however, BellSouth shall have no obligation to provide the Master Landlord with information regarding the User's Facilities if User has not provided BellSouth with such information in accordance with the provisions of Section 13(i) hereof. 15. Compliance with Laws. (a) FCC and FAA Compliance. BellSouth acknowledges that it is aware of its obligations under Section 303 of the Communications Act of 1934 (47 U.S.C. 303), as amended, to maintain the painting and illumination of Towers as prescribed by the FCC. BellSouth further acknowledges that it is aware that it is subject to forfeitures assessed by the FCC for violations of such rules and requirements. BellSouth further acknowledges that it, and not User, shall be responsible for compliance with all Tower or building marking and lighting requirements which may be required by the Federal Aviation Administration ("FAA") or the FCC. BellSouth shall indemnify and hold harmless User from any fines or other liabilities caused by BellSouth's failure to comply with such requirements. Further, should User be cited by either the FCC or FAA because a Tower is not in compliance within the time frame allowed by the citing agency, User may terminate the Site Agreement for such Tower immediately upon notice to BellSouth, or, at User's option, cause the Tower to comply with FAA or FCC requirements and BellSouth shall be responsible for reimbursing User for its actual, reasonable costs incurred to bring the Tower into compliance with FAA or FCC requirements. Notwithstanding the foregoing, if FAA or FCC compliance requires the removal and/or relocation of the Tower, User's sole remedy shall be to terminate the Site Agreement for such Tower. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. (b) Hazardous Substances. BellSouth and User agree that they will not use, store, dispose, or release any Hazardous Substances on the Property in violation of any applicable federal, state or local law, regulation, or order. "Hazardous Substances" means any hazardous material or substance which is or becomes defined as a hazardous substance, pollutant or contaminant subject to reporting, investigation or remediation pursuant to any federal, state or local law, regulation or order; and any substance which is or becomes regulated by any federal, state or local governmental authority; and any oil, petroleum products and their by-products. BellSouth and User acknowledge that User, BellSouth, Prior Users and Subsequent Users may each use diesel fuel and batteries in appropriate small quantities from time to time to operate emergency back-up generators provided that the transportation, delivery, storage, use and disposal by User, BellSouth, a Prior User, or a Subsequent User, as the case may be, is in compliance with all federal, state and local laws, regulations and orders. BellSouth agrees to indemnify and save harmless the User against any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, clean-up costs, costs and expenses including, without limitation, attorneys fees and costs, arising from BellSouth's misrepresentation, breach of warranty or breach of agreement contained in this Section 15(b). User agrees to indemnify and save harmless BellSouth against any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, clean-up costs, costs and expenses including, without limitation, attorneys fees and costs arising from 13 User's misrepresentation, breach of warranty or breach of agreement, contained in this Section 15(b). The obligations of BellSouth and User to indemnify the other pursuant to this Section 15(b) shall survive the termination or expiration of this MSA and each Site Agreement. (c) Phase I - Environmental Site Assessment. After the execution and delivery by BellSouth and User of an Entry and Testing Agreement for a Site User may perform a Phase I - environmental site assessment on the Property pertaining to such Site provided such Phase I - environmental site assessment does not involve any subsurface soils testing and further provided that User provides BellSouth with a complete written copy of the Phase I - environmental site assessment within ten (10) days of completion at no expense to BellSouth. Only with BellSouth's prior written consent and subject to BellSouth's supervision may User perform a Phase II - environmental site assessment on the Property. (d) National Environmental Policy Act Compliance. Upon execution of a Site Agreement, and except as provided in a Site Agreement, BellSouth represents that the Tower and Property comply with the applicable provisions of the National Environmental Policy Act, 47 C.F.R. Section 1.1301 et seq. ('NEPA'). BellSouth acknowledges that it, and not the User, shall be responsible for compliance with all applicable provisions of NEPA. BellSouth shall indemnify and hold harmless User from any fines or other liabilities caused by BellSouth's failure to comply with NEPA. In no event shall BellSouth be responsible to User for lost profits, market share or consequential damages. Further, should BellSouth be cited for noncompliance with NEPA and fail to bring the Tower and/or Property into compliance, User, in addition to any and all other remedies available to User at law or in equity, may terminate this Site Agreement immediately upon written notice to BellSouth, or, at User's option, cause the Tower to comply with NEPA and BellSouth shall be responsible for reimbursing User for its actual, reasonable costs incurred to bring the Tower into compliance with NEPA requirements. Notwithstanding the foregoing, if NEPA compliance requires the removal and/or relocation of the Tower, User's sole remedy shall be to terminate the Site Agreement for such Tower. Upon such termination, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under this Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. (e) User acknowledges and understands that BellSouth has installed or will install certain signage and/or physical barriers pertaining to radio frequency exposure from BellSouth's transmitter and other equipment. User shall instruct all of its personnel and its contractors performing work at the site to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall User's personnel or contractors tamper with any such signage or barriers. User shall be responsible for placement of signage or physical barriers at or near its facilities at the Site in order to comply with applicable FCC radio frequency exposure guidelines. BellSouth agrees that it shall cooperate with User in these efforts and that BellSouth shall instruct its personnel and contractors performing work at the Site to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall BellSouth's personnel or contractors tamper with any such signage or barriers. BellSouth and User 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 Site. 16. Assignment or Subletting; No Liens. (a) Assignment by User. User shall not assign, convey, or transfer its interest in this MSA or any Site Agreement without first obtaining BellSouth's written approval, which approval may not be unreasonably withheld, conditioned, or delayed. User is not permitted to sublease or to license its interest in this MSA or any Site Agreement. Notwithstanding the foregoing, User has the right, without 14 the necessity of obtaining BellSouth's consent, to assign this MSA or any Site Agreement to a User Affiliate (as defined herein), provided that User notifies BellSouth in writing of such assignment. For purposes hereof, "User Affiliate" shall mean any entity which controls, is controlled by, or is under common control with User or to any entity resulting from the merger or consolidation of User, or to any person or entity which acquires substantially all of the assets of User, provided that such assignee assumes in full all of the obligations of User under this MSA and the Site Agreements that may be assigned. (b) Assignment by BellSouth. BellSouth shall have the right to assign this MSA or any Site Agreement to a BellSouth Affiliate (as defined herein) or an assignee who purchases an MSA, RSA, BTA or MTA, as defined by the FCC, or to any other party who expressly assumes BellSouth's obligations, without User's prior approval, and shall notify User within a reasonable time of any such assignment. For purposes of this MSA and the Site Agreements, "BellSouth Affiliate" shall mean any entity which controls, is controlled by, or is under common control with BellSouth, to any entity resulting from the merger or consolidation of BellSouth, or to any person or entity which acquires substantially all of the assets of BellSouth, provided that such assignee assumes in full all of the obligations of BellSouth, under this MSA and the Site Agreements that may be assigned. (c) Liens. Except as provided in Section 10 (viii) hereof, User shall keep the Property, the Tower, the Site and the Facilities free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of User. All persons either contracting with User or furnishing or rendering labor and materials to User shall be notified in writing by User that they must look only to User for payment for any labor or materials. If any lien is filed against the Property, the Tower, the Site or the Facilities as a result of the acts or omissions of User, its employees, agents or contractors or subcontractors, User shall discharge it or bond it off within thirty (30) days after User learns that the lien has been filed. 17. Insurance; Risk of Loss. (a) User's Insurance. Prior to installation of the Facilities and to having access to a Site and at all times during the term of a Site Agreement, User shall provide proof of insurance for each individual Site, as outlined below, satisfactory to BellSouth, and maintain the coverages specified below during the term of a Site Agreement and until all Facilities are removed from the Site following termination of a Site Agreement: (i) Commercial General Liability Insurance with limits of not less than $2,000,000 per occurrence and in the aggregate. (ii) Workers' Compensation coverage in the statutory amount. (iii) Employers Liability coverage with limits of not less than $500,000 each accident, $500,000 each employee by disease and $500,000 policy limit by disease. (iv) Automobile Liability for Owned and Non-Owned Autos, Combined Single Limit of $1,000,000. (v) All Risk Insurance with Replacement Value coverage of User's Facilities and personal property located on the Property. (b) BellSouth's Insurance. At all times during the term of a Site Agreement, BellSouth shall maintain insurance for such Site as outlined below: 15 (i) Commercial General Liability Insurance with limits of not less than $2,000,000 per occurrence and in the aggregate. (ii) Workers' Compensation coverage in the statutory amount. (iii) Employers Liability coverage with limits of not less than $500,000 each accident, $500,000 each employee by disease and $500,000 policy limit by disease. (iv) Automobile Liability for Owned and Non-Owned Autos, Combined Single Limit of $1,000,000. (v) All Risk Insurance with Replacement Value coverage of the Tower and BellSouth's personal property located on the Property. (c) Additional Insured. BellSouth shall be named as additional insured on the policy listed in Section 17(a)(i) above. User shall be named as additional insured on the policy listed in Section 17(b)(i) above. Additionally, each party shall obtain a waiver of subrogation from its insurer on the policies listed in Section 17(a)(i) and Section(b)(i) above. BellSouth and User may satisfy this requirement by obtaining appropriate endorsements to any master or blanket policy of liability insurance User or BellSouth, as applicable, may maintain. No policy may be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to BellSouth or User. (d) Third Parties. User and BellSouth shall require their respective contractors and subcontractors to carry workers' compensation insurance and adequate liability insurance in conformity with the minimum requirements listed above. (e) Risk of Loss; Limitation of Liability. Notwithstanding anything herein to the contrary, each party shall bear the risk of loss of or damage to the respective personal property during the term of each Site Agreement except to the extent caused by the negligence or willful misconduct of the other party. Neither party shall be liable for any damage to the other party's personal property except to the extent caused by a party's negligence or willful misconduct. Notwithstanding anything herein to the contrary, the parties shall not be liable for any consequential or incidental damages incurred by the other party due to any malfunction, vandalism, acts of God (including, without limitation, lightning, wind, rain, hail, fire or storms) or any other damage resulting from any reason. In the event the Tower or other portions of the Site are destroyed or so damaged as to be unusable, BellSouth or User shall be entitled to elect to cancel and terminate the Site Agreement, or in the alternative may elect to restore the Site, in which case User and BellSouth shall remain bound hereby but shall be entitled to an abatement of rent during the loss of use, if the User or BellSouth has not elected to cancel the Site Agreement. In no event shall the leasehold or other interest created by the Site Agreement be specifically enforceable and in no event shall either BellSouth or User be responsible to any party for consequential damages, lost business opportunities, profits or market share. (f) Removal of Facilities. User's obligation to provide the insurance coverages set forth in this Section 17 shall survive the expiration or termination of the Site Agreement until the User's Facilities are removed from the Property. 18. Indemnification. User does hereby agree to indemnify and save BellSouth harmless from any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, costs and expenses, including without limitation, reasonable attorneys fees and costs (i) for property damage or personal injuries or death caused by the negligence or willful misconduct of User, User's agents, employees, and contractors arising out of User's occupancy of the Site or the installation, 16 maintenance, operation and removal of the Facilities, or (ii) resulting from the User's breach of any term or condition of this MSA or a Site Agreement. BellSouth does hereby agree to indemnify and save User harmless from any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, costs and expenses, including without limitation, reasonable attorneys fees and costs (i) for property damage or personal injuries or death caused by the negligence or willful misconduct of BellSouth, BellSouth's agents, employees, and contractors arising out of BellSouth's occupancy of the Site or the installation, maintenance and operation of the Facilities, or (ii) resulting from BellSouth's breach of any term or condition of this MSA or a Site Agreement. The obligations to indemnify and hold harmless set forth in this Section shall survive the expiration or termination of this MSA and each respective Site Agreement. 19. Default. (a) User's Default. Each of the following shall be considered a default of a Site Agreement by the User: (i) The failure to pay any rent or other charges required pursuant to this MSA and the Site Agreement within thirty (30) days after receipt of BellSouth's written notice of such failure; (ii) The failure to cure, within (30) days after receipt of BellSouth's written notice thereof, any breach of any other term of this MSA or the Site Agreement, provided, however, that if such breach is not capable of being cured within such period but User has undertaken efforts to cure such breach, and such breach is capable of being cured, such thirty (30) day period shall be extended for so long as User is diligently attempting in good faith, to cure such breach, not to exceed an additional thirty (30) calendar days (except for promises relating to interference as set forth in Section 13(b) hereof); (iii) Abandonment of the Site ("Abandonment" being defined as User not using the Site for sixty (60) consecutive days); (iv) The failure of User to eliminate interference problems as set forth in Section 13(b); or (v) If (a) User gives notice to any governmental body of its insolvency or pending insolvency or makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of its creditors, or files an answer admitting the material allegations of, or consenting to, or defaults in answering any pleading filed with respect to the commencement of any case or proceeding respecting User under any bankruptcy or insolvency law, or (b) any order for relief is entered against User in any case in bankruptcy, any order, judgment or decree is entered against User by a court of competent jurisdiction appointing a receiver, trustee, custodian or liquidator of User or of all or a substantial part of its assets, and such order, judgment, or decree continues unstayed and in effect for a period of ninety (90) consecutive days, or any proceeding for the reorganization of a party under, or for an arrangement under, any bankruptcy or insolvency law applicable to User is commenced whether by or against User and not dismissed within ninety (90) days from commencement thereof. Upon default of a Site Agreement by User past any applicable cure period, in addition to all other remedies provided at law or in equity, BellSouth may, at its option: (aa) elect to remove all of the Facilities by legal process, thereby terminating the Site Agreement, and store the Facilities at User's expense, payable upon demand by BellSouth. 17 (bb) elect to treat the Site Agreement in full force and effect and shall be entitled to collect the rent provided for hereunder. Upon the termination of a Site Agreement pursuant to Section (aa) above, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for indemnity obligations, including without limitation, environmental indemnity and tax obligations, any obligations arising prior to the date of termination, and User's obligation to remove its Facilities from the Property. (b) BellSouth's Default. Each of the following shall be considered a default of a Site Agreement by BellSouth: (i) The failure to cure, within (30) days after receipt of User's written notice thereof, any breach of any other term of this MSA or the Site Agreement, provided, however, that if such breach is not capable of being cured within such period but BellSouth has undertaken efforts to cure such breach, and such breach is capable of being cured, such thirty (30) day period shall be extended for so long as BellSouth is diligently attempting in good faith, to cure such breach, not to exceed an additional thirty (30) calendar days (except for promises relating to interference by a Subsequent User as set forth in Section 14(e) which must be cured within the time frame set forth in Section 14(e) and except for any breach of the Master Lease/License which must be cured within the time frames set forth in the Master Lease/License); or (ii) The failure of BellSouth to eliminate interference problems as set forth in Section 14(e). Upon default of a Site Agreement by BellSouth, in addition to all other remedies provided at law or in equity, User may, at its option: (aa) elect to cure BellSouth's default, in which event User shall have the right to offset any and all reasonable costs incurred in curing BellSouth's default against any rent or other amounts due BellSouth; or (bb) elect to terminate the Site Agreement as of the date of the default and to recover from BellSouth all damages (except those for which BellSouth is not liable under the terms of this MSA) incurred by User as a result of such default. Upon such termination, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, obligation to pay damages, and User's obligation to remove the Facilities from the Property. 20. Termination. (a) Termination of Site Agreement. (i) Termination by User. Notwithstanding anything to the contrary contained in this MSA, User shall be entitled to terminate a Site Agreement after the Commencement Date, with written notice to BellSouth in the event: (a) any Approval is canceled, expires, lapses, or is otherwise withdrawn or terminated through no fault of the User while User is working in the normal course of business to maintain all such Approvals; or 18 (b) any notice by BellSouth of relocation of User's Facilities pursuant to Section 9 hereof is unacceptable to User. Any such termination by User shall be effective thirty (30) days after receipt of written notice by BellSouth. Upon such termination, the Site Agreement shall terminate and be of no further force and effect, an ' d except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligations to remove the Facilities from the Property, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. (ii) Termination by BellSouth. (a) In the event BellSouth's right to occupy the Property is terminated at any time following execution of a Site Agreement as a result of the termination or expiration of the Master Lease/License, the Site Agreement shall automatically terminate upon the effective termination date of the Master Lease/License and be of no further force and effect, and except for any indemnity obligations and User's obligation to remove the Facilities from the Property, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. It is specifically understood that BellSouth is under no obligation to extend the term of the Master Lease/License, irrespective of the term stated in the Site Agreement. The applicable Site Agreement shall expire upon the expiration or termination of the applicable Master Lease/License (b) In the event BellSouth needs additional capacity at a Site for its equipment, BellSouth may terminate a Site Agreement as provided in Section 9 hereof. In the event User refuses to lease, sublease, license or sublicense, as applicable, a Reciprocal Site to BellSouth, for reasons unrelated to User's capacity, zoning, permits, RF interference (based upon standard and accepted engineering principles) licenses and other required approvals, or environmental issues with respect to such Reciprocal Site, BellSouth may elect to terminate any existing Site Agreement in the same geographic market as the proposed Reciprocal Site refused by User, effective thirty (30) days after receipt by User of written notice. Upon termination of any Site Agreement, such terminated Site Agreement shall be of no further force and effect and the parties hereto shall be released from all duties, obligations, liabilities, and responsibilities under the terminated Site Agreement, except for indemnity obligations, User's obligation to remove the Facilities from the terminated Site, and User's obligations set forth in Section 13(h) hereof. In the event User does not remove its Facilities from the terminated Site as provided in Section 9 or Section 13(h) hereof, as applicable, BellSouth shall have the right to remove and store User's Facilities, at User's expense. 21. Condemnation. If the whole of the Property or Site which are subject of any Site Agreement or so much thereof as to interfere with the use thereof shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, such Site Agreement shall terminate as of the date when possession is taken at the election of either party. In such event, BellSouth shall be under no liability to User resulting from such condemnation and User shall be entitled to no part of any condemnation award except so much thereof as the condemning authority expressly allocates to that portion of the proceeds directly attributable to the value of User's Facilities on the Tower, its leasehold interest in the Site, and moving or relocation expenses incurred by User. BellSouth shall provide User with notice in writing of any actual or threatened condemnation proceedings promptly after receiving notice thereof. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, 19 including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. 22. Mortgage by BellSouth. This MSA and each Site Agreement is and shall be subject to a security interest or mortgage which might now or hereafter constitute a lien upon the Site. This MSA and each Site Agreement is and shall be subject and subordinate in all respects to any and all such mortgages on the Site and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event any proceedings are brought for foreclosure or in the event of the exercise of the power of sale under any mortgage covering any Site, the User shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the lessor/licensor, as applicable, under this MSA and the applicable Site Agreement(s); provided that so long as the User is not in default hereunder, this MSA and the applicable Site Agreement(s) shall remain in full force and effect, and User's use and occupancy pursuant to this MSA and applicable Site Agreements shall not be disturbed. 23. Entirety. This MSA and Site Agreement, including all Schedules and Exhibits hereto and thereto, constitute the entire agreement between BellSouth and User and any modification to the MSA or Site Agreement, any Schedule or Exhibits hereto or thereto, must, in order to be effective, be in writing, signed by authorized representatives of each party. 24. Waiver. Failure or delay on the part of either party to exercise any right, power, privilege or remedy hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right under this MSA of under a Site Agreement preclude any other or further exercise thereof or the exercise of any other right. 25. Binding Effect. This MSA and the Site Agreements shall extend to and bind the heirs, personal representatives, successors, permitted assigns, or its successors in interest of the parties hereto. 26. Governing Law. This MSA and each Site Agreement and performance hereunder and thereunder shall be governed, interpreted, construed and regulated by the laws of the state where the Property and Site are located. 27. Notice. All notices hereunder shall be deemed validly given if sent by certified mail, return receipt requested, or with a nationally recognized courier which provides notice of receipt, postage fully prepaid, addressed as follows, or to such other addresses as may be given from either party in writing to the other: BellSouth: BellSouth Mobility Inc. 1100 Peachtree Street, N.E., Eighth Floor Atlanta, GA 30309 Attn: Real Estate Manager with a copy to: BellSouth Mobility Inc. 1100 Peachtree Street, N.E., Suite 910 Atlanta, GA 30309 Attn: Legal Department 20 User: Tritel Communications, Inc. 1410 Livingston Lane Jackson, Mississippi 39213 Attn: Ken Harris 28. Headings. Section headings in this MSA and in each Site Agreement are included for the convenience of reference only and shall not constitute a part of this MSA or the Site Agreement for any other purpose. 29. Brokerage. User warrants and represents to BellSouth that it has not dealt with a real estate agent or broker with respect to this MSA or any Site Agreement, and shall hold BellSouth harmless against all claims by any real estate agent or broker claiming a commission hereunder or thereunder on behalf of User. BellSouth warrants and represents to User that, except for GlobalComm, Inc., it has not dealt with a real estate agent or broker with respect to this MSA or any Site Agreement, and shall hold User harmless against all claims by any real estate agent or broker claiming a commission hereunder or thereunder on behalf of BellSouth. 30. Memorandum of Lease. At the request of User, BellSouth hereby agrees to execute a memorandum or short form of lease (a "Memorandum of Lease"), in form satisfactory for recording, and such Memorandum of Lease may be filed of record by the User, at User's sole cost, including taxes or assessments incurred in connection therewith. The parties understand and agree that this MSA and the Site agreements shall not be recorded of record. User agrees to prepare, execute and record, at its expense, a release, within thirty (30) days of expiration or termination of a Site Agreement. In the event User fails to do so, BellSouth has a contractual right as User's agent for this limited purpose to prepare, execute and record such release and User shall reimburse BellSouth, upon demand, for all expenses, including attorney fees and filing fees, incurred in connection therewith. 31. Counterparts. This MSA and each Site Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. 32. Authority. Each party hereby represents and warrants to the other that all necessary corporate authorizations required for execution and performance of this MSA and each Site Agreement have been given and that the undersigned officer is duly authorized to execute this MSA and each Site Agreement and bind the party for which it signs. 33. Severability. If any term, covenant, condition or provision of this MSA or the Site Agreement or any application hereof or thereof shall, to any extent, be invalid or unenforceable, the remainder of this MSA and each Site Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. By: ___________________(Company Name) ------------------------ Consent and Agreed ------------------------ Date [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 21 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. BELLSOUTH: BELLSOUTH MOBILITY INC, a Georgia corporation By:_______________________ Name:_____________________ Title:____________________ Attest:___________________ Name:_____________________ Title:____________________ [AFFIX CORPORATE SEAL] 22 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. USER: TRITEL COMMUNICATIONS, INC., a Delaware corporation By: /s/ Kenneth F. Harris ------------------------------- Name: Kenneth F. Harris ----------------------------- Title: Director of Site Acquistion ---------------------------- and Property Administration ---------------------------- Attest: /s/ James H. Neeld --------------------------- Name: James H Neeld, IV ---------------------------- Title: Secretary ---------------------------- [AFFIX CORPORATE SEAL] 23 STATE OF ___________ ) ) ___________ COUNTY ) I, a Notary Public for said County and State, do hereby certify that __________________________ personally appeared before me this day and acknowledged that he/she is ____________ Secretary of BELLSOUTH MOBILITY INC, a Georgia corporation and that by authority and as the act of the corporation, the foregoing instrument was signed in its name by its ___________ President, sealed with its corporate seal, and attested by him/her as its ____________Secretary. ------------------------------------------- Notary Public, State of ___________________ My Commission Expires:_____________________ [NOTARIAL SEAL] 24 STATE OF MISSISSIPPI COUNTY OF HINDS I, LUCINDA SUSAN BANES, a Notary Public for said County and State, do hereby certify that JAMES H. NEELD, IV personally appeared before me this day and acknowledged that he is Secretary of TRITEL COMMUNICATIONS, INC., a Delaware corporation, and that by authority and as the act of the corporation the foregoing instrument was signed in its name by KENNETH F. HARRIS, its DIRECTOR OF SITE ACQUISITION AND PROPERTY ADMINISTRATION, sealed with its corporate seal, and attested by him as its Secretary. ----------------------------- NOTARY PUBLIC My commission expires: - -------------------------------- SCHEDULE "I" TO MASTER SITE AGREEMENT ------------------------------------- SITE [LEASE/SUBLEASE/LICENSE/SUBLICENSE] AGREEMENT -------------------------------------------------- THIS SITE [LEASE/SUBLEASE/LICENSE/SUBLICENSE] AGREEMENT (the "Site Agreement") is made as of the latter signature date hereof (the "Execution Date"), by and between BELLSOUTH MOBILITY INC, a Georgia corporation, its successors and assigns (hereinafter referred to as "BellSouth") and TRITEL COMMUNICATIONS, INC., a Delaware corporation (hereinafter referred to as "User"). WHEREAS, the parties are party to the Master Site Agreement dated _______________, 1999 (the "MSA"); WHEREAS, the parties desire that except as set forth in this Site Agreement, the terms and conditions of the MSA shall govern the relationship of the parties under this Site Agreement; WHEREAS, BellSouth [IS THE OWNER OF] [AS LESSEE/LICENSEE, LEASED/LICENSED FROM ___________ (THE "MASTER LANDLORD") PURSUANT TO THAT CERTAIN LEASE/LICENSE AGREEMENT DATED ___________, 19__ (THE "MASTER LEASE/LICENSE")], a copy of which is attached hereto as Exhibit "A-1", certain real property located in _______________, _______________, as more particularly described on Exhibit "A" attached hereto and incorporated herein by reference. NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. MSA and Defined Terms. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the MSA. The parties agree that except as otherwise set forth herein, the terms and conditions of the MSA shall govern the relationship of the parties under this Site Agreement and the MSA is incorporated herein by reference. In the event of a conflict or inconsistency between the terms of the MSA and this Site Agreement, the terms of this Site Agreement shall govern and control. 2. Demise. BellSouth hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] to User and User hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] from BellSouth the following: (a) Tower Space. [SUBJECT TO BELLSOUTH OR USER OBTAINING THE CONSENT OF THE MASTER LANDLORD PURSUANT TO SECTION 5(A) OF THE MSA, IF REQUIRED BY THE MASTER LEASE/LICENSE, IN BELLSOUTH'S SOLE REASONABLE OPINION,] [T]ower space on BellSouth's Tower between the __________ (_) foot and __________ (_) foot level (the "Tower Space"), for the placement of User's antenna array, platform, cables, brackets, wires and accessories, as more particularly described on Exhibit "C" attached hereto and incorporated herein by reference (the "Tower Facilities"); and (b) Ground Space. [SUBJECT TO BELLSOUTH HAVING GROUND SPACE ADEQUATE TO ACCOMMODATE USER'S GROUND FACILITIES, AS HEREINAFTER DEFINED, AND BELLSOUTH OR USER OBTAINING THE CONSENT OF THE MASTER LANDLORD PURSUANT TO SECTION 5(A) OF THE MSA, IF REQUIRED BY THE MASTER LEASE/LICENSE, IN BELLSOUTH'S SOLE REASONABLE OPINION] [G]round space containing _____ (_____) BellSouth's Site Name: _______ User's Site Name: _______ Site Number: _______ Site Number:_______ [ACRES/SQUARE FEET], as approximately shown on Exhibit "B" attached hereto and incorporated herein by this reference and which will be more specifically shown on the As-Built Survey, as defined in Section 10(vii) of the MSA, delivered by User to BellSouth in accordance with Section 10(vii) of the MSA and which As-Built Survey shall be attached to and become a part of this Site Agreement as Exhibit "B" when initialed by BellSouth and User in accordance with Section 10(vii) of the MSA (the "Ground Space"), for the placement of equipment shelters and cabinets, telecommunications equipment within such equipment shelters and cabinets, concrete pads, cables, wires and accessories, as more particularly described on Exhibit "C" attached hereto and incorporated herein by reference (the "Ground Facilities"); together with (c) Ingress and Egress. Subject to the limitations set forth in Section II of the MSA (i) the non-exclusive right to use the Tower, at locations mutually agreed upon by User and BellSouth, for the term hereof for ingress, egress, and access to the Tower Space adequate to service the Tower Facilities and (ii) if the term "Leased Space" as used herein includes Ground Space, a non-exclusive easement for the term hereof, for ingress, egress, and access to the Leased Space across [(AA)] the Property in locations mutually agreed upon in writing by BellSouth and User [AND (BB) ACROSS THE PROPERTY OF THE MASTER LANDLORD TO THE EXTENT AND IN THE LOCATIONS THE MASTER LANDLORD GRANTED INGRESS, EGRESS AND ACCESS EASEMENTS TO BELLSOUTH IN THE MASTER LEASE/LICENSE.] (d) Utilities, Cable Runs. BellSouth hereby grants to User the non-exclusive right to use the Tower for the term hereof to place any utilities and cable runs on the Tower, at locations mutually agreed upon in writing by BellSouth and User, in order to service or operate the Facilities, subject to BellSouth's prior written approval of the design and installation method and procedures, such approval not to be unreasonably withheld or delayed. [IF THE TERM "LEASED SPACE" INCLUDES THE GROUND SPACE, BELLSOUTH HEREBY GRANTS TO USER A NON-EXCLUSIVE EASEMENT FOR THE TERM HEREOF TO PLACE ANY UTILITIES OR CABLE RUNS ON OR BRING UTILITIES ACROSS THE PROPERTY AND IF THE PROPERTY IS LEASED OR LICENSED BY BELLSOUTH, THE PROPERTY OF THE MASTER LANDLORD TO THE EXTENT AND IN THE LOCATIONS THE MASTER LANDLORD GRANTED UTILITY AND CABLE RUN EASEMENTS]. 3. Term/Site Commencement Date. Provided [THE APPLICABLE CONTINGENCIES SET FORTH IN SECTION 5 OF THE MSA HAVE BEEN SATISFIED,] User has paid BellSouth any required application fee, and the Site Cost Reimbursement Amount of __________________________________________________ Dollars ($______), this Site Agreement term shall begin on the earlier to occur of (i) the date when User commences the installation of its Facilities on the Tower or (ii) forty-five (45) days from the Execution Date, unless further extended by the mutual written agreement of BellSouth and User [NOTE: IF SPECIFIC DATE IS TO BE INSERTED AS COMMENCEMENT DATE, REPLACE (II) WITH: "(II) THE _____ DAY OF __________, _____."] (the "Site Commencement Date"), and shall continue until the earlier to occur of (i) midnight of the tenth (10th) anniversary of the Site Commencement Date or (ii) the expiration or termination of the Master Lease/License (the "Initial Term"). Within five (5) business days of User's commencement of the installation of its Facilities on the Leased Space, User shall provide BellSouth written notice of the date User commenced installation of its Facilities on the Leased Space in the form of Exhibit "E" attached hereto. Provided [THE MASTER LEASE/LICENSE REMAINS IN EFFECT AND HAS NOT EXPIRED OR BEEN TERMINATED, AND] User is not in default, User shall have the option of extending this Site Agreement for three (3) additional five (5) year terms (the "Renewal Terms"). Such renewal options shall be deemed automatically exercised without notice by User to BellSouth unless User gives BellSouth written notice of its intention not to exercise any such option at least ninety (90) days prior to the expiration of the then current term, in which case, the term of the Site Agreement shall expire at the end of the then current term. BellSouth's Site Name: _______ User's Site Name: _______ Site Number: _______ Site Number:_______ 2 4. Rent/Renewal Terms. In addition to any required application fee and the Site Cost Reimbursement Amount, which shall be paid by User to BellSouth in accordance with the MSA, during the first five (5) years of the Initial Term, User shall pay annual rent of [CONFIDENTIAL TREATMENT REQUESTED] in accordance with the MSA. The first annual installment of base rent is due and payable not later than the Site Commencement Date. For the sixth through tenth year of the Initial Term, the annual rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the annual rent for the first five (5) years of the Initial Term. Upon the commencement of each Renewal Term, the annual rent shall be further increased by [CONFIDENTIAL TREATMENT REQUESTED] over the annual rent then payable for the immediately preceding term. Unless otherwise directed in writing by BellSouth, User shall forward all rental and other payments required hereunder to: BellSouth Mobility Inc Attention: Treasury/Accounting Department 400 Northpark Town Center Suite 290 1000 Abernathy Road Atlanta, GA 30328 Recurring Invoice No. _____-___-___-___ 5. Additional Rent. In addition to the rent set forth in Section 4 hereof, User hereby agrees to pay additional rent to BellSouth for any additional equipment added to BellSouth's Tower after the installation of the Tower Facilities set forth in Exhibit "C" hereto. Additional rent shall be calculated based on a rental amount for each piece of additional equipment. Such rental amounts are set forth below: Equipment Rental Amount --------- ------------- $ ------------------ ----------------- $ ------------------ ----------------- $ ------------------ ----------------- $ ------------------ ----------------- 6. Hazardous Substances. [BELLSOUTH IS NOT AWARE OF, AND HAS NOT RECEIVED NOTICE OF, THE DISPOSAL, RELEASE OR PRESENCE OF HAZARDOUS SUBSTANCES ON THE PROPERTY IN VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDER.] [7. NATIONAL ENVIRONMENTAL POLICY ACT COMPLIANCE. ADD PROVISION IF BELLSOUTH HAS NOT COMPLIED OR IS IN THE PROCESS OF COMPLYING WITH NEPA.] [8/9]. Notice. All notices hereunder shall be deemed validly given if sent by certified mail, return receipt requested, or with. a nationally recognized courier which provides notice of receipt, postage fully prepaid, addressed as follows, or to such other addresses as may be given from either party in writing to the other: BellSouth's Site Name: User's Site Name: ----- ----- Site Number: Site Number: ----- ----- 3 BellSouth: BellSouth Mobility Inc 1100 Peachtree Street, N.E., 8th Floor Atlanta, GA 30309 Attn: Real Estate Manager with a copy to: BellSouth Mobility Inc I 100 Peachtree Street, N.E., Suite 910 Atlanta, GA 30309 Attn: Legal Department User: Tritel Communications, Inc. 1410 Livingston Lane Jackson, Mississippi 39213 Attn: Jean Harris with a copy to: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] BellSouth's Site Name: User's Site Name: ----- ----- Site Number: Site Number: ----- ----- 4 IN WITNESS WHEREOF, the parties hereto have set their hands as of the signature date set forth below. User: TRITEL COMMUNICATIONS, INC. a Delaware corporation By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Attest: --------------------------- Name: ----------------------------- Title: ---------------------------- [AFFIX CORPORATE SEAL] Signature Date: ------------------ STATE OF ___________ ) ) ___________ COUNTY ) I, a Notary Public for said County and State, do hereby certify that ________________________ personally appeared before me this day and acknowledged that he/she is ____________ Secretary of Tritel Communications, Inc., a Delaware corporation, and that by authority and as the act of the corporation, the foregoing instrument was signed in its name by its ___________ President, sealed with its corporate seal, and attested by him/her as its ____________Secretary. ------------------------------------------- Notary Public, State of ___________________ My Commission Expires: [NOTARIAL SEAL] BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 5 IN WITNESS WHEREOF, the parties hereto have set their hands as of the signature date set forth below. BELLSOUTH: BELLSOUTH MOBILITY INC, a Georgia corporation By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Attest: --------------------------- Name: ----------------------------- Title: ---------------------------- [AFFIX CORPORATE SEAL] Signature Date: ------------------ STATE OF ___________ ) ) ___________ COUNTY ) I, a Notary Public for said County and State, do hereby certify that ________________________ personally appeared before me this day and acknowledged that he/she is ____________ Secretary of BellSouth Mobility Inc. a Georgia corporation, and that by authority and as the act of the corporation and on behalf of the partnership, the foregoing instrument was signed in its name by its _________ President, sealed with its corporate seal, and attested by him/her as its ____________Secretary. ------------------------------------------- Notary Public, State of ___________________ My Commission Expires: [NOTARIAL SEAL] BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 6 EXHIBIT "A" Site Description Site Name: MSA/RSA/MTA/BTA: -------------- ------------- Site Number: Site Address: -------------- ----------------- Latitude: -------------- Longitude: -------------- Legal Description of Property: - ------------------------------ Legal Description of Access Easement: - ------------------------------------- Legal Description of Utility Easement - ------------------------------------- BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 7 EXHIBIT "A-1" MASTER LEASE/LICENSE AGREEMENT (Subject to redaction) BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 8 EXHIBIT "B" User's Ground Space BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 9 EXHIBIT "C" User's Tower Facilities and Ground Facilities [Attach User's Co-Location Application] BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 10 EXHIBIT "D" Certification as to Ground Lease [Date]____ [BellSouth's or User's Name] [BellSouth's or User's Address] RE: Site Agreement from [BELLSOUTH'S OR USER'S NAME] to [BELLSOUTH OR USER] at _________, _________ Dear _________: Pursuant to the above referenced lease (the "Lease"), User hereby certifies unto BellSouth that User has obtained from the Master Landlord, as defined in the Site Agreement, a lease of a portion of the Master Landlord's property, as more particularly described in Section 3(a)(ii) of the Site Agreement, for ground space to accommodate [USER'S] Ground Facilities together with easements for access, utilities and cables. Sincerely, [BellSouth or User] BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 11 EXHIBIT "E" Notice of Installation of User's Facilities [Date]____ [BellSouth's Name] [BellSouth's Address] RE: Site Agreement from BellSouth to [USER] at _______,_________ Dear _________: Pursuant to Section _____ of the above-referenced _____, this letter serves to advise you that [USER] commenced the installation of its Facilities on the Leased Space on the above-referenced property on _______________, 19__, which date shall be the Commencement Date, as defined in the above referenced Site Agreement. Sincerely, [User] BellSouth's Site Name: _____ User's Site Name: _____ Site Number: _____ Site Number: _____ 12 SCHEDULE "II" TO MASTER SITE AGREEMENT -------------------------------------- ENTRY AND TESTING AGREEMENT This Entry and Testing Agreement ("Agreement") is made as of the _____ day of _______, 1999, between BELLSOUTH MOBILITY INC, a Georgia corporation ("BellSouth"), and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Entrant"), concerning the following described property [leased] [owned] by BellSouth ("Property"): [insert site address] - -------------------------------------------------------------------------------- BellSouth currently owns and operates a communications tower (the "Tower") on the Property. BellSouth and Entrant are in the process of negotiating an agreement whereby Entrant will lease, sublease or license certain portions of the Tower and the Property. In order for Entrant to determine the viability and feasibility of the Property as a tower or antenna site, Entrant desires to enter upon and inspect the Property and/or to locate temporarily communications equipment on the Property to conduct short term radio propagation tests; and As an accommodation to Entrant, BellSouth is willing to grant permission to Entrant, its employees, agents or contractors to enter upon the Property solely to conduct such investigations, under the terms and conditions stated herein. In consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. 1. BellSouth grants to Entrant, its contractors, agents, employees and assigns a right of entry and license to enter upon the Property solely to conduct and perform boundary surveys, Phase I environmental studies, and radio propagation tests (the "Permitted Activities"). Entrant's entry rights are specifically limited to the Permitted Activities and to the Property and shall not include any other activities, including without limitation any construction activities, on the Property or any other portion of the property surrounding the Property. Entrant shall be responsible for any and all costs related to the Permitted Activities, including any temporary installation, operation and removal of equipment on the Property and the Tower. Any entry or activity on the Tower by Entrant shall be coordinated in advance with BellSouth and shall be subject to BellSouth's approval and supervision, at Entrant's cost. 2. Entrant agrees to comply with all local, state and federal laws, rules and ordinances applicable to the Permitted Activities. Entrant further agrees to exercise due care in the performance of all Permitted Activities on the Property, and not to interfere with BellSouth's or any other party's activities on the Property. Entrant shall promptly repair, at its cost, any damage to the Property, the Tower, or any other property caused by the acts or omissions of Entrant, its agents, employees, contractors or subcontractors. 3. Entrant shall indemnify and hold harmless BellSouth, its employees, agents or contractors, from all claims, actions, damages, liability and expense, including without limitation attorneys' fees and costs, in connection with personal injury or property damage arising out of the acts or omissions of Entrant, its employees, agents or contractors, including without limitation the Permitted Activities, upon the Property, the Tower, or any other portion of the property surrounding the Property. This indemnification shall survive the expiration or termination of this Agreement. BellSouth's Site: _____ 4. Entrant shall maintain, and shall have its contractors and subcontractors maintain, adequate insurance coverage, as determined by BellSouth. At BellSouth's request, Entrant agrees to provide certificates of insurance evidencing such insurance coverage of Entrant, its contractors, or subcontractors. 5. The term of this Agreement shall be from the Execution Date to the earlier of (i) forty-five (45) days from the Execution Date or (ii) until BellSouth and Entrant enter into a lease, sublease or license with respect to the Property; provided, however, that BellSouth may immediately terminate this Agreement in the event Entrant breaches any term of this Agreement. 6. In the event this Agreement expires or is terminated without the existence of a fully executed lease, sublease or license, Entrant will immediately remove any and all of its equipment from the Property -arid restore the Property to its condition existing immediately prior to such entry. 7. This Agreement constitutes the entire understanding between the parties with respect to the activities contemplated by this Agreement. All prior agreements or understandings, whether oral or written, are superseded. This Agreement may be amended only by a written document duly executed by the parties. This Agreement is governed by the laws of the State wherein the Property is located. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the date first above written. BELLSOUTH: BELLSOUTH MOBILITY INC, a Georgia corporation By: ---------------------------------------- Print Name: ------------------------------- Title: ------------------------------------- ENTRANT: TRITEL COMMUNICATIONS, INC. a Delaware corporation By: ---------------------------------------- Print Name: ------------------------------- Title: ------------------------------------- BellSouth's Site: _____ 2 EX-10.34 4 MASTER SITE AGREEMENT MASTER SITE AGREEMENT THIS MASTER SITE AGREEMENT (hereinafter referred to as this "MSA"), is made as of the 10th day of March, 1999 (the "MSA Commencement Date"), by and between BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited partnership, BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation, each doing business as BELLSOUTH MOBILITY PCS, and their respective BellSouth Affiliates, successors and assigns (hereinafter collectively referred to as "BellSouth") and TRITEL COMMUNICATIONS, INC., a Delaware corporation, and its successors and permitted assigns (hereinafter referred to as the "User"). WHEREAS, BellSouth is the owner of communications towers located on property either owned, leased or licensed by BellSouth (individually, a "Tower", collectively, "Towers"); WHEREAS, User is a provider of certain wireless digital communications services in the United States as such services are more particularly defined in Section 3 hereinbelow ("User's Wireless Business"); WHEREAS, BellSouth and User desire to enter into this MSA which will establish the general terms and conditions whereby User will lease, sublease, license or sublicense, as applicable, from BellSouth space on one or more of BellSouth's Towers and ground space on BellSouth's land (real property owned, leased or licensed by BellSouth with respect to each Site (as defined below) hereinafter the "Property") for the construction of an equipment shelter or cabinet(s) for the placement of User's communications equipment for operation of User's Wireless Business; WHEREAS, BellSouth and User will enter into a Site Agreement in form and substance substantially similar to Schedule "I" attached hereto and by reference made a part hereof (individually, a "Site Agreement"; collectively, "Site Agreements") which will establish the terms for use of a specific Site. NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. MSA. This MSA sets forth the general terms and conditions upon which all Sites, as defined below, shall be leased, subleased, licensed or sublicensed to User. It is understood that this MSA is limited to Sites in the 232 BTA (Knoxville area). From time to time during the term hereof, User and BellSouth may execute Site Agreements in the form attached hereto as Schedule "I" and by reference made a part hereof. Each Site Agreement shall identify a particular Site made subject to this MSA and more fully set forth specific terms particular to that Site. In the event of a conflict or inconsistency between the terms of this MSA and a Site Agreement, the terms of the Site Agreement shall govern and control for that Site. 2. Demise. Subject to the following terms and conditions, BellSouth hereby agrees to lease, sublease, license or sublicense, as applicable, to User certain space on one or more of BellSouth's Towers together with sufficient space on the Property with easements for access and utilities. User's use of the Tower and Property shall be limited to the Tower and Property, together with easements for access and utilities described and depicted in Exhibit "A" to each Site Agreement (the Property, the space upon BellSouth's Tower utilized by User and any easements providing access and utilities to the Property are sometimes referred to herein individually as a "Site" or collectively as "Sites"). With respect to any Sites which User may desire to lease, sublease, license or sublicense, as applicable, User shall give written notice to BellSouth at the address provided in Section 27 hereof of such desire. After receipt of written notice from User of such desire to add a Site to this MSA, BellSouth shall provide User with a Site Application to be completed by User. Upon receipt by BellSouth of the completed Site Application, together with any application fee required by BellSouth, BellSouth shall evaluate the feasibility of utilization of each Site requested by User to be added to this MSA. Except in extraordinary circumstances, as determined by BellSouth in its discretion, the application fee generally will not exceed [CONFIDENTIAL TREATMENT REQUESTED] per Site. The Site Application fee, once received by BellSouth shall in all instances under this MSA be applied toward the first base rent payments due under the applicable Site Agreement. BellSouth will use reasonable best efforts to respond promptly to initial requests for a Site Application and to Site Applications submitted by User. BellSouth may decline additional Sites for any reason whatsoever. If BellSouth desires to lease or to license any Site to User, BellSouth shall deliver to User three (3) completed, unexecuted counterparts of a Site Agreement pertaining to such Site. User shall have a period of fifteen (15) business days from User's receipt of such Site Agreement to execute and return same to BellSouth. If User fails to return all counterparts of the Site Agreement, properly executed and unmodified by User, together with the Site Cost Reimbursement Amount (as defined herein) set forth in the Site Agreement, within such fifteen (15) day period such Site Agreement shall immediately be deemed null and void. Upon receipt of the properly executed, unmodified counterparts of the Site Agreement, BellSouth will execute same and return a fully executed original of the Site Agreement to User, whereupon the Site Agreement shall be deemed to be added to this MSA. 3. Permitted Use. Subject to the terms of this MSA and the Site Agreement for each respective Site, User shall be permitted the non-exclusive right to install, maintain, operate, service, and subject to BellSouth's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, modify and replace its communication equipment as more particularly described on the User's Co-Location Application attached as Exhibit "C" to each Site Agreement (the "Facilities") at such Site, including without limitation, BellSouth's Tower, which Facilities shall be utilized for the transmission and reception of wireless voice and data communications using digital communications services technology. These shall be the only permissible uses under this MSA and each Site Agreement, and User specifically acknowledges that microwave facilities are not permitted uses. 4. Master Lease/License. A Site Agreement shall be subject and subordinate to all of the terms and conditions of the agreement pursuant to which BellSouth has rights in and to the Property (the "Master Lease/License"), which are incorporated in the Site Agreement by reference and a copy of which has been or will be delivered to User and attached to the Site Agreement as Exhibit "A-1", subject to redaction of the financial terms set forth therein or as otherwise required by confidentiality and non-disclosure provisions contained therein. If 2 applicable, BellSouth agrees to provide User with copies of all amendments to, extensions of and renewal notices given pursuant to the Master Lease/License, subject to redaction of the financial terms set forth therein or as otherwise required by confidentiality and non-disclosure provisions contained therein. BellSouth represents to User that as of the Execution Date of a Site Agreement neither BellSouth nor BellSouth's Landlord ("Master Landlord") is in default under the Master Lease/License. 5. Conditions Precedent. (a) Conditions Precedent Based On Consent of Master Landlord. If BellSouth is party to a Master Lease/License for a Site, the Site Agreement for such Site shall be contingent upon BellSouth and/or User, as applicable, being able to satisfy one (1) of the following conditions precedent within sixty (60) days of the Execution Date of the Site Agreement, if required by the Master Lease/License, in BellSouth's sole reasonable opinion. (i) Notice to Master Landlord of [Sublease/License]. If notice to the Master Landlord of the sublease, license or sublicense, is required by the Master Lease/License, in BellSouth's sole reasonable opinion, BellSouth shall so notify the Master Landlord and shall deliver, upon User's request, evidence of such notification; or (ii) Consent of Master Landlord to [Sublease/License] of Tower Space and Ground Space. BellSouth or User, at BellSouth's option, will obtain the written consent of Master Landlord to BellSouth's [sublease, license, sublicense] to User of Tower Space and Ground Space (as such terms are defined in the Site Agreement), if required by the Master Lease/License, in BellSouth's sole reasonable opinion; (iii) Consent of Master Landlord to [Sublease/License] of Tower Space and Master Landlord Leasing Ground Space to User. BellSouth or User, at BellSouth's option, will obtain (aa) the written consent of Master Landlord to BellSouth's [sublease, license, sublicense] to User of Tower Space, if required by the Master Lease/License, in BellSouth's sole reasonable opinion, and (bb) a written ground lease from the Master Landlord providing for the [lease/license] of ground space from the Master Landlord to User for User's Ground Facilities (as defined in the Site Agreement), upon terms and conditions acceptable to User in User's sole and absolute discretion. BellSouth and User shall cooperate with one another in efforts to obtain the consent of the Master Landlord pursuant to Sections 5(a)(ii) and 5(a)(iii) hereof. If BellSouth or User is able to obtain the written consent of the Master Landlord to BellSouth's sublease, license or sublicense to User of Tower Space and Ground Space pursuant to Section 5(a)(ii), (aa) BellSouth or User shall deliver to the other a copy of such written consent, (bb) the condition precedent to BellSouth leasing Tower Space and Ground Space to User shall be deemed satisfied, and (cc) the term "Leased Space" as used in the Site Agreement shall mean Tower Space and Ground Space and the term "Facilities" as used in the Site Agreement shall mean the Tower Facilities and Ground Facilities. 3 If BellSouth or User is able to obtain the written consent of Master Landlord to BellSouth's lease to User of Tower Space (but not to BellSouth's sublease, license or sublicense to User of the Ground Space) and BellSouth or User is able to obtain a ground lease from the Master Landlord pursuant to Section 5(a)(iii) hereof, (aa) BellSouth or User shall deliver to the other a copy of such written consent, (bb) User shall deliver to BellSouth a copy of the certification as to the ground lease or license from the Master Landlord to User in substantially the form of Exhibit D attached to the Site Agreement, (cc) the condition precedent set forth in Section 5(a)(ii) hereof shall not have been satisfied but the condition precedent set forth in Section 5(a)(iii) hereof shall be deemed satisfied, and (dd) the term "Leased Space" as used in the Site Agreement shall mean Tower Space only and the term "Facilities" as used in the Site Agreement shall mean Tower Facilities only. If BellSouth elects to obtain the ground lease described in Section 5(a)(iii), then such ground lease shall be subject to User's prior approval and User shall be responsible for the payment of BellSouth's reasonable, documented costs in obtaining the ground lease and of all rents and other sums due under the ground lease, as and when such sums are due and payable. If BellSouth or User is unable to satisfy the condition set forth in Section 5(a)(ii) or BellSouth or User is unable to satisfy the conditions set forth in Section 5(a)(iii) within sixty (60) days of the Execution Date of the Site Agreement, the Site Agreement shall automatically terminate and become null and void, unless extended in writing by mutual consent of BellSouth and User. Upon such termination, neither BellSouth nor User shall have any obligations to the other except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, arising prior to the date of termination. (b) Conditions Precedent to Site Commencement Date. Each Site Agreement is further contingent upon User being able to satisfy the following conditions prior to the Site Commencement Date (and all such conditions shall be deemed satisfied upon the Site Commencement Date), as defined in the Site Agreement: (i) Approvals. User obtaining, after the Execution Date of the Site Agreement, all certificates, permits, licenses and other approvals that may be required by any federal, state or local authorities (the "Approvals") to permit User's intended use of the Leased Space. BellSouth shall cooperate, at User's cost, with User in its effort to obtain such Approvals. In the event that User notifies BellSouth that (aa) any application for an Approval is rejected, (bb) an Approval is canceled, expires, lapses, or is otherwise withdrawn or terminated for any reason whatsoever prior to installation of the Facilities by User, or (cc) any application for Approval is not likely to be obtained or approved, as determined in User's sole discretion, the Approvals shall be deemed to not have been obtained by User. (ii) Radio Frequency Propagation Test. User determining, in User's sole discretion, that the results of any radio frequency propagation tests are satisfactory, such that User is able to use the Leased Space for User's intended use. (iii) Utilities and Access. User determining, in User's sole, reasonable discretion, that (aa) telephone and electric utilities are available at the Leased Space or Tower of sufficient capacity to accommodate User's Facilities and (bb) ingress and egress is available to and from the Leased Space and to and from a publicly dedicated road. 4 (iv) Tower Capacity. User determining in User's sole, reasonable discretion based on a Tower analysis satisfying the requirements of Section 10(ii) hereof that the Tower is of sufficient capacity to accommodate the load requirements of User's Facilities. (v) Title. User determining in User's sole discretion that the status of title as to the Leased Space and easements granted herein are acceptable to User. (vi) Hazardous Substances. User determining in User's sole discretion that the Leased Space and Property are free of all Hazardous Substances, as defined in Section 15(b) hereof. If any one (1) of the conditions set forth above will not be satisfied as of the Site Commencement Date of the Site Agreement, User shall have the right to terminate the Site Agreement by giving BellSouth written notice thereof. If User elects to terminate the Site Agreement, the Site Agreement shall terminate as of the date BellSouth receives such notice from User and neither BellSouth nor User shall have any further obligation under this Site Agreement except for any indemnity obligations and User's obligation to remove its Facilities from the Property. (c) Site Cost Reimbursement Amount. User shall pay a one-time site cost reimbursement amount ("Site Cost Reimbursement Amount") to BellSouth, paid by User to BellSouth not later than the execution and delivery of the Site Agreement. Except in certain circumstances, as set out herein, the Site Cost Reimbursement Amount generally will not exceed [CONFIDENTIAL TREATMENT REQUESTED] per Site. Notwithstanding the foregoing, in the event that User has not commenced (for purposes of this paragraph "commenced" meaning the Site Commencement Date has occurred and the first annual installment or rent has been paid) at least twenty (20) Site Agreements on or before August 2, 1999, then User shall pay to BellSouth a Site Cost Reimbursement amount of [CONFIDENTIAL TREATMENT REQUESTED] for (i) each Site Agreement commenced as of August 2, 1999 and (ii) each Site Agreement commenced after August 2, 1999 until User has commenced twenty (20) Site Agreements. The Site Cost Reimbursement Amount payable pursuant to provision (i) in the preceding sentence shall be paid immediately upon request of BellSouth, and the Site Cost Reimbursement Amount payable pursuant to provision (ii) in the preceding sentence shall be payable in the manner otherwise provided herein. BellSouth and User acknowledge and agree that the Site Cost Reimbursement Amount reflects an equitable sharing of the capital costs incurred by BellSouth with respect to the construction of the Tower and the ability of User to locate its Facilities thereon. Consequently, the Site Cost Reimbursement Amount is independent of and in addition to, and not in substitution or reduction of, all or any part of the Base Rent specified in such Site Agreement, or the fair market value of the rent applicable to such Site. In the event that the Site Cost Reimbursement Amount is paid by User but the Site Agreement does not reach the Site Commencement Date because of a failure of a condition precedent described in Section 5 or such other reason described herein, through no fault of User, BellSouth shall refund the Site Cost Reimbursement Amount. 5 6. Term. (a) MSA Term. The MSA term shall begin on the MSA Commencement Date and shall continue until midnight of the fifth (5th) anniversary of the MSA Commencement Date, unless terminated earlier in accordance with the terms hereof (the "Term"). The MSA shall renew automatically for one (1) additional period of five (5) years unless either party sends notice to the, other of its election not to renew the MSA. Any such extension term shall be part of the "Term" as described herein. (b) Site Agreement Term and Renewal. The initial term of each Site Agreement and any renewal terms are provided in each Site Agreement. Notwithstanding the expiration of this MSA, the terms and conditions of this MSA shall continue to apply to each Site Agreement until the Site Agreement Term, including any renewal terms expires or terminates. 7. Rent. (a) Base Rent. During the Initial Term of any Site Agreement, User shall pay annual rent in equal annual installments in the amount set forth in each Site Agreement, in advance on or before the Site Commencement Date and then on each anniversary date of the Site Commencement Date. Except in certain unusual circumstances, the annual base rent for the applicable Sites shall be (i) [CONFIDENTIAL TREATMENT REQUESTED] annually for the first fifteen (15) Sites subject to this MSA; (ii) [CONFIDENTIAL TREATMENT REQUESTED] annually for the sixteenth (16th) through thirtieth (30th) Sites (inclusive) subject to this MSA; (iii) [CONFIDENTIAL TREATMENT REQUESTED] annually for each Site after the thirtieth (30th) Site subject to this MSA. Rent shall be payable by check, and checks shall be made payable to the order of the BellSouth entity specified in the applicable Site Agreement and shall be mailed to the address designated in the applicable Site Agreement. (b) Taxes. (i) Property Taxes. User shall be responsible for the reporting and payment when due of any tax directly related to User's ownership or operation of the Facilities and such reporting and payment shall be made directly to the appropriate tax authorities. (ii) Sales Taxes. BellSouth shall be responsible for billing, collecting, reporting, and remitting sales taxes directly related to rent payments received pursuant to this MSA and any Site Agreement, if any. User shall be responsible for reimbursing BellSouth for all sales taxes billed related to rent payments received pursuant to this MSA and any Site Agreement, such reimbursement to be due and payable within thirty (30) days of BellSouth's delivery to User of a written invoice and copies of paid tax receipts specifying the payments made by BellSouth. (c) Site Agreement Renewal Terms. If and when one or more of the Site Agreement Renewal Terms (as defined in the applicable Site Agreement) are exercised by the User, upon the commencement of each Renewal Term, the annual rent for each Renewal Term 6 shall increase by the percent set forth in such Site Agreement over the annual rent for the immediately preceding term. (d) Additional Facilities. If, after the installation of the Facilities, User, with the prior written approval of BellSouth as required by Section 10 hereof, modifies the Facilities by adding additional equipment to the Tower which materially increases the size or structural or windload on the Tower or is in a different location on the Tower than the Facilities such that additional rent is payable pursuant to Section 10(vi) hereof, BellSouth and User acknowledge that the rent for the Site shall be increased by an amount set forth in the Site Agreement for each piece of additional equipment. If the Site Agreement is silent on rent for additional equipment, BellSouth and User acknowledge that the rent for the Site shall be increased by a mutually agreed upon amount. In the event BellSouth and User cannot agree upon the increased rent, the increase in rent shall be the fair market rental value for the additional equipment placed on the Tower, which shall be determined by BellSouth and User each designating, within thirty (30) days of the dispute, an independent MAI appraiser with demonstrated experience appraising similar property and telecommunication uses and shall be the average of the two appraisals prepared by the appraisers. Each party shall pay the fees of its appraiser. 8. BellSouth to Locate on User's Towers. As additional consideration for BellSouth's agreement to lease, sublease, license or sublicense, as applicable, the Site to User, User hereby agrees to lease, sublease, license or sublicense, as applicable, to BellSouth space on User's tower and ground space adjacent to such tower for the construction and placement of an equipment shelter or cabinet in the same geographic markets that User is leasing, subleasing, licensing, and sublicensing from BellSouth (such tower and ground space collectively referred to as a "Reciprocal Site") and shall be evidenced by a site agreement and master site agreement, in substantially the same form as the Site Agreement for BellSouth's Tower and Property and this MSA. In the event User refuses to lease, sublease, license or sublicense, as applicable, a Reciprocal Site to BellSouth, for reasons unrelated to User's capacity, zoning, permits, RF interference (based upon standard and accepted engineering principles) licenses and other required approvals, or environmental issues with respect to such Reciprocal Site, BellSouth may elect to terminate any existing Site Agreement with respect to a Site in the same geographic market as the proposed Reciprocal Site refused by User in accordance with the provisions set forth in Section 20(b) hereof. 9. Relocation of Facilities. (a) With respect to any Site, BellSouth reserves the right to change the location of User's Facilities at the Site upon sixty (60) days written notice to User to accommodate the communications equipment (including a change in frequency) of BellSouth. User shall relocate or remove the Facilities, at BellSouth's expense, within sixty (60) days of receipt of any such notice by User (provided, however, that if User has diligently pursued efforts to change the location of User's Facilities on the Tower during such sixty (60) days but has been unable to complete the same, User shall have an additional thirty (30) days to complete the work); provided, however, if the relocated space is unacceptable to User, in User's reasonable discretion, User shall have the right to terminate the Site Agreement upon written notice to 7 BellSouth, which termination shall be effective the earlier of (i) the date set forth in User's termination notice, or (ii) two hundred forty (240) days from User's receipt of BellSouth's relocation notice. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. In the event BellSouth needs additional capacity at a Site for its equipment and there is no space on the Tower in which to relocate User's Facilities, upon two hundred and forty (240) days notice, BellSouth may terminate a Site Agreement, and thereafter the Site Agreement shall be of no further force and effect, and except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property, and BellSouth's obligation to reimburse User for the book value (to be determined at the date of termination of the Site Agreement) of any structural enhancements made by User to such Site, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. (b) In the event of a termination under this Section 9 within the Initial Term of the terminated Site Agreement, BellSouth shall also reimburse User a pro rata portion of the Site Cost Reimbursement Amount applicable to such Site Agreement based on a five-year proration of the full Site Cost Reimbursement Amount. The amount reimbursed by BellSouth shall be equal to the pro rata portion of the Site Cost Reimbursement Amount from the date of termination to the expiration of the Initial Term. BellSouth shall deliver such reimbursement to User within thirty (30) days of the termination date of the Site Agreement. 10. Installation, Modification and Relocation. During the term of the Site Agreement, including any renewal terms, User shall have the right at User's expense, to install, and with BellSouth's prior written approval, which approval shall not be unreasonably withheld, delayed or denied, relocate and modify the Facilities on the Site. BellSouth agrees that if User is simply modifying or replacing its Facilities at the Site, and such replacement equipment shall not increase the wind load or structural strain on the Tower, increase User's space at the Site, cause interference, or change the frequency, BellSouth shall not condition approval on an increase in base rent. User's installation, maintenance, relocation, modification, and removal shall be in compliance with the following requirements: (i) Facilities. With regard to a modification or relocation of the Facilities, User shall provide BellSouth with an updated Exhibit "C" listing all communications equipment to be located on the Site. (ii) Tower Analysis. User shall submit to BellSouth a completed Tower analysis, prepared by licensed structural engineer approved by BellSouth (a) describing any and all installations, modifications, or relocations, as the case may be, of the Facilities on the Tower, (b) including information demonstrating continued compliance with the Tower manufacturer's warranty requirements, if delivered to User, current EIA/TIA standards, other legal requirements for the Tower, and any other information reasonably requested by BellSouth and (c) demonstrating that the installation, modification, or relocation, as the case may be, does 8 not exceed the load capacity of the Tower. The Tower analysis shall be based on all Facilities listed on Exhibit "C" regardless of whether User does not intend to initially install all Tower Facilities. If the Tower is a monopole, User, at User's cost, shall be responsible for the installation of any platforms and cutting of portals required to install User's Tower Facilities; provided, however, User shall not cut any portal in the Tower if the cutting of such portal would adversely affect the manufacturer's warranty on the Tower, if any, or the integrity of the Tower. If the Tower is structurally inadequate to accommodate User's proposed installation, modification or relocation, User, subject to BellSouth's consent, which consent shall not be unreasonably withheld or delayed, shall have the right to structurally enhance the Tower to accommodate User's proposed installation, modification or relocation of User's Tower Facilities, provided User complies with the following additional requirements: (1) Plans and Specifications for Structural Enhancement. User shall submit to BellSouth all plans and specifications for structurally enhancing the Tower, the proposed architect, engineer and/or contractor involved in the structural enhancement, and a structural analysis demonstrating that the Tower, as structurally enhanced, will accommodate all equipment located on the Tower at the time of the structural enhancement and the proposed installation, modification, or relocation of User's Tower Facilities, as the case may be, all of which shall be approved by BellSouth, which approval shall not be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days of submission, the same shall be deemed approved by BellSouth upon the expiration of said forty-five (45) days. (2) Payment of Costs. User shall pay all costs incurred in structurally enhancing the Tower including, without limitation, all material costs, all architectural, engineering and contracting fees, all certificate, permit, license and approval fees, and all actual, reasonable costs incurred by BellSouth to review the plans and specifications and structural analysis. (3) Ownership of Structural Enhancements. Upon completion of and payment by User for the structural enhancements, such structural enhancements shall become the property of BellSouth, and upon request, User shall promptly provide to BellSouth any bills of sale or documentation evidencing BellSouth's ownership of said enhancements. (iii) Insurance. User shall provide BellSouth with insurance certificates for each Site evidencing that the insurance required by Section 17 of this MSA is in full force and effect including, without limitation, worker's compensation insurance and the insurance required of User's contractors and subcontractors. (iv) Compliance with Laws. User's installation, modification or replacement of the Facilities on the Site and structural enhancement of the Tower, if any, shall be in compliance with all applicable laws, regulations and requirements of any federal, state or local authority, including without limitation, OSHA work practice standards for performing said work. BellSouth, at no cost to BellSouth, agrees to cooperate with User to obtain such compliance. 9 (v) Availability of Space. With regard to the relocation of the Facilities, space on the Tower must be available at the levels, and/or space on the ground must be available at the locations, to which User desires to relocate and, if consent of the Master Landlord is required to relocate the Ground Facilities, then such consent must be obtained prior to relocation. (vi) Additional Rent. User shall pay BellSouth additional rent, in an amount determined in accordance with the provisions of Section 7(d) hereof. (vii) Plans and Specifications, Contractor. User shall submit to BellSouth (i) the plans and specifications, a detailed site plan and any other construction documents setting forth the proposed construction, installation and other work to be performed on the Site and Tower and (ii) the names of the proposed contractors and subcontractors performing any such construction, installation or other work, all of which shall be approved by BellSouth, such approval not to be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days, the same shall be deemed approved. Following the completion of any installation, modification or relocation, User shall provide to BellSouth, at User's expense, updated, as-built drawings, initialed by User, documenting all installed Facilities on the Site and conforming to the plans and specifications, site plan, and any other construction documents approved by BellSouth. The as-built drawings shall include an as-built survey locating the Site to a monument or the Tower (the "As-Built Survey"). Upon receipt and provided the As-Built Survey conforms to the plans and specifications, site plan and any other construction documents approved by BellSouth, BellSouth shall initial the As-Built Survey. (viii) Liens. User shall keep the Site, Tower, Property and Facilities free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of User in accordance with the provisions of Section 16(c) hereof, with the sole exception of any liens with respect to equipment financing obtained by User for such Facilities provided that such equipment financing liens do not encumber, attach to or affect, in any manner, BellSouth's or the Master Landlord's right, title or interest in and to all or any part of the Towers or the Property. (ix) Pre-construction Meeting, Other Construction Meetings. Prior to commencing any installation and/or construction, a duly authorized representative of User shall meet with a duly authorized representative of BellSouth at the Tower site to mutually approve the construction methods and procedures, such approval not to be unreasonably withheld, conditioned or delayed by either party. BellSouth and User agree to cooperate with one another in scheduling such pre-construction meeting. In addition, BellSouth and User will meet during and upon substantial completion of construction to mutually approve grounding and punch-list items, respectively, and BellSouth and User agree to cooperate with one another in scheduling such meetings. 10 11. Ingress and Egress. (a) Upon the Execution Date of a Site Agreement, BellSouth hereby grants to User, as well as User's contractors, subcontractors, agents, affiliates, or employees, subject to the limitations set forth herein or in the applicable Site Agreement, (i) the non-exclusive right to use the Tower, at locations mutually agreed upon by User and BellSouth, for the term hereof for ingress, egress, and access to the Tower Space adequate to service the Tower Facilities and (ii) if the term "Leased Space" as used in the Site Agreement includes Ground Space, a non-exclusive easement for the term hereof, for ingress, egress, and access to the Leased Space, on a twenty-four (24) hours per day, seven (7) days per week basis, across (aa) the Property in locations mutually agreed upon by BellSouth and User and (bb) if the Property is leased or licensed by BellSouth, across the property of the Master Landlord to the extent and in the locations of the Master Landlord-granted ingress, egress and access easements to BellSouth in the Master Lease/License. User or User's qualified, insured contractors under User's direct supervision shall have access to the Tower upon twenty-four (24) hours notice to BellSouth, which access shall be subject to the accompaniment, at BellSouth's option, of BellSouth's field personnel to provide an escort and/or supervision, and User shall reimburse BellSouth for BellSouth's actual, reasonable costs related thereto within thirty (30) days of BellSouth's delivery to User of a written invoice for such costs. The foregoing notwithstanding, User shall have access to the Leased Space and User's Facilities immediately and without notice in the event of an emergency, and User shall notify BellSouth as soon as practicable of User's access during such emergency. Other security measures required for a particular Site may be set forth in the Site Agreement. (b) Prior to the Execution Date of a Site Agreement, User may have access to a Property and the Tower situated thereon only upon the execution and delivery by BellSouth and User of an entry and testing agreement in form and substance substantially similar to Schedule "II" attached hereto and by reference made a part hereof (an "Entry and Testing Agreement") which will establish the terms under which User may access the Property and Tower for the "Permitted Activities," as defined in the applicable Entry and Testing Agreement. 12. Utilities, Cable Runs. Upon execution of a Site Agreement, BellSouth hereby grants to User the non-exclusive right to use the Tower for the term hereof to place any cable runs on the Tower, at locations mutually agreed upon in writing by BellSouth and User, in order to service or operate the Facilities, subject to BellSouth's prior written approval of the design and installation method and procedures, such approval not to be unreasonably withheld, conditioned or delayed. If no response is received from BellSouth within forty-five (45) days, the same shall be deemed approved. If the term "Leased Space" as used in the Site Agreement includes the Ground Space, upon execution of the Site Agreement, BellSouth hereby grants to User a non-exclusive easement for the term hereof to place any utilities or cable runs on or bring utilities across the Property and if the Property is leased or licensed by BellSouth, the property of the Master Landlord to the extent and in the locations the Master Landlord granted utility and cable run easements. User shall pay the cost of all utility service necessary to install, maintain and operate the Facilities. Where practicable, User shall install a separate meter for User's use. If installation of a meter is not practicable, the parties shall prorate such charges based on approximate actual use within thirty (30) days of receipt by BellSouth of any invoice from an 11 applicable utility company. User shall obtain and pay the cost of telephone connections. Installation of telephone service shall be in compliance with the procedures for installation and maintenance of Facilities set forth herein. 13. User's Covenants. User covenants that from the Execution Date of a Site Agreement, that the Facilities, and all installation, operation, modification, relocation and maintenance associated therewith, will: (a) In no way damage BellSouth's Tower, Property, any other structure or accessories thereto, any Prior User's, as defined below, equipment or facilities or any Subsequent User's, as defined below, equipment or facilities, normal wear and tear excepted. If damage, other than normal wear and tear, occurs and such damage is caused by User, or User's employees, agents, contractors, or subcontractors, then User shall be liable for repair or reimbursement of repair for said damages; (b) Not interfere with BellSouth's operation on the Tower or the operations of any Prior User (as defined herein). For purposes hereof, a "Prior User" shall mean any other user of the Tower that has submitted to BellSouth a site application in good faith prior to the submission of User's Site Application for such Tower, which site application serves as the basis for a written agreement for the use of the Tower by such user. In the event BellSouth determines, in its sole discretion based on standard and accepted engineering practices, that User's Facilities are interfering with the operation of BellSouth's or a Prior User's equipment, authorized frequency spectrum or signal strength, upon the request of User, BellSouth shall provide User with a copy of the report. User shall, within forty-eight (48) hours of notification, take all steps necessary to eliminate the interference, with the exception of ceasing User's operations. If User cannot eliminate or resolve such interference within the forty-eight (48) hour period, BellSouth shall have the right to require that User turn off its Facilities and only turn on its Facilities during off-peak hours specified by BellSouth in order to test whether such interference continues or it has been satisfactorily eliminated. In the event that User is unable to resolve or eliminate, to the satisfaction of BellSouth, such interference within thirty (30) days from the initial notification of such interference, User will immediately remove or cease operations of the objectionable Facilities and BellSouth shall have the right to terminate the applicable Site Agreement. User shall not on any Site interfere with BellSouth's use of the Site, the provision of services to BellSouth's customers, or the use of the Site by other Prior Users. Such interference shall be deemed a material breach of the Site Agreement. (c) Not interfere with the maintenance of BellSouth's Tower and the Tower lighting system; (d) Keep the Facilities in a state of repair acceptable to BellSouth in BellSouth's reasonable discretion; (e) Identify the Facilities with metal tags fastened securely to its bracket on the Tower and to each transmission line; 12 (f) Comply with all applicable rules and regulations of the Federal Communications Commission ("FCC") and all federal, state and local laws governing use of the Facilities on the Site; (g) Comply with all applicable laws and ordinances and promptly discharge or bond off any lien for labor or material within thirty (30) days of filing same; (h) Within thirty (30) days after the expiration or termination of a Site Agreement, remove all Facilities from the Property and restore the Tower and the Site to its original condition, normal wear and tear excepted. In the event User has not removed the Facilities at the time of expiration or termination of the Site Agreement, User shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term until such time as the removal of the Facilities is completed. In the event User does not remove its Facilities within thirty (30) days after the expiration or termination of the Site Agreement, BellSouth shall have the right to remove and store the Facilities, at User's sole expense, and User shall reimburse BellSouth for such expenses upon demand. If BellSouth removes the Facilities, BellSouth shall not be responsible for any damage to the Facilities during the removal and storage thereof unless caused by the gross negligence or willful misconduct of BellSouth. Notwithstanding the foregoing, except as may be required under any lease or license agreement pursuant to which BellSouth has rights in and to the Property, User shall not be required to remove any utilities or concrete pads upon which User's equipment shelters or cabinets may have been located upon the expiration or termination of a Site Agreement; (i) Upon the completion of the initial installation of the Facilities on the Site, within thirty (30) days of the completion of the relocation of the Facilities or installation of additional Facilities on the Site and, for any year in which User has performed a site audit on the Site or the Facilities or User's operations at the Site have changed or been modified, by December 1 of each year throughout the term of the Site Agreement, User shall provide BellSouth with the number of batteries, battery model numbers, battery manufacturers, the number of cells in each battery and the amount of sulfuric acid in User's batteries on the Site in order for BellSouth or if, the property is leased or licensed by BellSouth, the Master Landlord, to file such information with the Environmental Protection Agency ("EPA") and any state and local authorities as required by applicable law. Further, within thirty (30) days of User's receipt of a written request from BellSouth, User will provide BellSouth with any other information and copies of documents relating to the Facilities located on the Site which BellSouth or Master Landlord may be required to file with the FCC, EPA or any other governmental agencies. User agrees to indemnify and hold BellSouth harmless from any liabilities resulting from any inaccuracies in such information or documentation delivered by User to BellSouth or User's failure to provide BellSouth with such information or documentation in accordance with the provisions of this Section 13(i); (j) Be coordinated through BellSouth and User shall cooperate with BellSouth; (k) It is recognized that certain construction, such as the erection of an antenna support structure, can have an effect on a given AM Signal Array within certain 13 parameters. This issue is addressed in Part 22 of the FCC Rules and Regulations. A statement of this policy regarding structures erected or modified by Commission Licensees in the vicinity of broadcast AM Stations is found in the FCC Report No. CL-90-40, "Re-Publication of Standard Broadcast Re-Radiation and Tower Construction Authorized Under Part 22 of the Rules." This policy states that "Licensees and Permitees planning to construct or modify a tower within 2 miles of a directional AM array or within .5 miles of a non-directional AM tower should take certain precautions..." to protect the array of said AM Station(s). BellSouth has constructed its Towers in compliance with the rules and regulations of the FCC. By User's collocation on any BellSouth Tower, User accepts full responsibility (including financial responsibility) to take any and all measures to cause User's facilities to comply with the FCC mandate as it pertains to modifications of existing towers. After this mandate has been satisfied, all documentation to substantiate compliance will be forwarded to BellSouth for records maintenance. In the event that the applicable Tower at any Site was fitted with a detuning apparatus to protect the array of a given AM Station, User will be responsible for following the procedure set forth below to ensure that the Tower remains in compliance: Prior to actual collocation on the existing BellSouth Tower, a certified letter will be sent from User to the AM station(s) in question advising said station(s) of the intent to collocate on the BellSouth existing Tower. This document will reference that BellSouth has detuned the structure with the installation of a detuning apparatus; furthermore, the Tower will not be increasing in electrical height and therefore this collocation will cause no further perturbation to the AM Signal. A copy of this letter will be furnished to BellSouth for record purposes. After the collocation has been completed, User will ensure the proper working condition of the detuning apparatus by retaining the appropriate BellSouth detuning consultant to take proximity measurements of the Tower to adjust said apparatus to include the new antenna. This course of action is necessary because the detuning apparatus will need to be rendered inert during the actual installation of any additional antennas to the structure. Any costs involved in following this procedure will be the responsibility of User. If , due to User's collocation, it becomes necessary to modify the actual height of the Tower, it will be the responsibility of User to retain a detuning consultant and perform a partial proof of performance report and/or install/modify detuning apparatus to ensure the integrity of a given AM Signal. 14. BellSouth's Covenants. BellSouth covenants that during the term of a Site Agreement it shall: (a) Maintain the Tower and surrounding area in a safe condition; (b) Except as otherwise set forth in this MSA, take no action which would adversely affect the User's proposed use of the Site; 14 (c) Upon User's payment of rent and performance of its covenants, but subject to the terms of any Master Lease/License pursuant to which BellSouth has rights in and to the Property, and subject to any prior lien or encumbrance on the Property, ensure User's quiet use and enjoyment of the Site; (d) Comply with all applicable rules and regulations of the FCC, the FAA, and all federal, state and local laws governing the Tower and Property; (e) Not permit any Subsequent User (as defined herein) to interfere with the operation of User's equipment, authorized frequency spectrum, signal strength or Facilities. For purposes hereof, a "Subsequent User" shall mean any other user of the Tower that submits to BellSouth a site application for the use of such Tower after the submission of User's Site Application for such Tower. In the event BellSouth determines, in its sole discretion based on standard and accepted engineering practices, that the Subsequent User is interfering with the operation of User's equipment, authorized frequency spectrum, signal strength or Facilities, BellSouth shall, within forty-eight (48) hours of notification, take all steps reasonably necessary to eliminate the interference, with the exception of ceasing the Subsequent User's operations. If the Subsequent User cannot eliminate or resolve such interference within the forty-eight (48) hour period, BellSouth shall take all steps reasonably necessary to require that the Subsequent User turn off its facilities and only turn on its facilities during off-peak hours specified by BellSouth in order to test whether such interference continues or it has been satisfactorily eliminated. In the event that the Subsequent User is unable to resolve or eliminate, to the satisfaction of BellSouth, such interference within thirty (30) days from the initial notification of such interference, the Subsequent User will immediately remove or cease operations of the objectionable facilities. Notwithstanding the foregoing, if the Subsequent User is a governmental entity, BellSouth shall have the right to give the governmental entity five (5) business days notice prior to BellSouth being required to take any actions required by this Section 14(e) to cure such interference. BellSouth shall give such governmental entity written notice of the interference within two (2) business days of BellSouth's determination that such action is reasonably necessary. BellSouth's notice to the governmental entity shall be deemed given on the day it is delivered by hand or on the day it is deposited with an overnight courier or the United States mail; (f) Not permit any Prior User or Subsequent User to damage User's Facilities or the Site, normal wear and tear excepted. If damage by BellSouth, a Prior User, or Subsequent User, other than normal wear and tear, occurs to User's Facilities or the Site, then BellSouth, shall be liable for repair or reimbursement of repair for such damages caused by such party; (g) Use reasonable efforts not to violate or breach any term of the Master Lease/License giving the Master Landlord the right, with the passage of time and/or giving of notice, to terminate the Master Lease/License; deliver to User copies of every notice of default, non-renewal or non-conformance received from Master Landlord immediately upon receipt thereof by BellSouth, and User shall have the right, but not the obligation, to cure any such defaults of BellSouth within the periods afforded BellSouth under the Master Lease; 15 (h) Provide the Master Landlord with the information necessary to enable the Master Landlord to comply with the reporting requirements of the EPA or any other governmental agency; provided, however, BellSouth shall have no obligation to provide the Master Landlord with information regarding the User's Facilities if User has not provided BellSouth with such information in accordance with the provisions of Section 13(i) hereof. 15. Compliance with Laws. (a) FCC and FAA Compliance. BellSouth acknowledges that it is aware of its obligations under Section 303 of the Communications Act of 1934 (47 U.S.C. 303), as amended, to maintain the painting and illumination of Towers as prescribed by the FCC. BellSouth further acknowledges that it is aware that it is subject to forfeitures assessed by the FCC for violations of such rules and requirements. BellSouth further acknowledges that it, and not User, shall be responsible for compliance with all Tower or building marking and lighting requirements which may be required by the Federal Aviation Administration ("FAA") or the FCC. BellSouth shall indemnify and hold harmless User from any fines or other liabilities caused by BellSouth's failure to comply with such requirements. Further, should User be cited by either the FCC or FAA because a Tower is not in compliance within the time frame allowed by the citing agency, User may terminate the Site Agreement for such Tower immediately upon notice to BellSouth, or, at User's option, cause the Tower to comply with FAA or FCC requirements and BellSouth shall be responsible for reimbursing User for its actual, reasonable costs incurred to bring the Tower into compliance with FAA or FCC requirements. Notwithstanding the foregoing, if FAA or FCC compliance requires the removal and/or relocation of the Tower, User's sole remedy shall be to terminate the Site Agreement for such Tower. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. (b) Hazardous Substances. BellSouth and User agree that they will not use, store, dispose, or release any Hazardous Substances on the Property in violation of any applicable federal, state or local law, regulation, or order. "Hazardous Substances" means any hazardous material or substance which is or becomes defined as a hazardous substance, pollutant or contaminant subject to reporting, investigation or remediation pursuant to any federal, state or local law, regulation or order; and any substance which is or becomes regulated by any federal, state or local governmental authority; and any oil, petroleum products and their by-products. BellSouth and User acknowledge that User, BellSouth, Prior Users and Subsequent Users may each use diesel fuel and batteries in appropriate small quantities from time to time to operate emergency back-up generators provided that the transportation, delivery, storage, use and disposal by User, BellSouth, a Prior User, or a Subsequent User, as the case may be, is in compliance with all federal, state and local laws, regulations and orders. BellSouth agrees to indemnify and save harmless the User against any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, clean-up costs, costs and expenses including, without limitation, attorneys fees and costs, arising from BellSouth's misrepresentation, breach of warranty or breach of agreement contained in this Section 15(b). 16 User agrees to indemnify and save harmless BellSouth against any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, clean-up costs, costs and expenses including, without limitation, attorneys fees and costs arising from User's misrepresentation, breach of warranty or breach of agreement, contained in this Section 15(b). The obligations of BellSouth and User to indemnify the other pursuant to this Section 15(b) shall survive the termination or expiration of this MSA and each Site Agreement. (c) Phase I - Environmental Site Assessment. After the execution and delivery by BellSouth and User of an Entry and Testing Agreement for a Site User may perform a Phase I - environmental site assessment on the Property pertaining to such Site provided such Phase I - environmental site assessment does not involve any subsurface soils testing and further provided that User provides BellSouth with a complete written copy of the Phase I - environmental site assessment within ten (10) days of completion at no expense to BellSouth. Only with BellSouth's prior written consent and subject to BellSouth's supervision may User perform a Phase II - environmental site assessment on the Property. (d) National Environmental Policy Act Compliance. Upon execution of a Site Agreement, and except as provided in a Site Agreement, BellSouth represents that the Tower and Property comply with the applicable provisions of the National Environmental Policy Act, 47 C.F.R. Section 1.1301 et seq. ("NEPA"). BellSouth acknowledges that it, and not the User, shall be responsible for compliance with all applicable provisions of NEPA. BellSouth shall indemnify and hold harmless User from any fines or other liabilities caused by BellSouth's failure to comply with NEPA. In no event shall BellSouth be responsible to User for lost profits, market share or consequential damages. Further, should BellSouth be cited for noncompliance with NEPA and fail to bring the Tower and/or Property into compliance, User, in addition to any and all other remedies available to User at law or in equity, may terminate this Site Agreement immediately upon written notice to BellSouth, or, at User's option, cause the Tower to comply with NEPA and BellSouth shall be responsible for reimbursing User for its actual, reasonable costs incurred to bring the Tower into compliance with NEPA requirements. Notwithstanding the foregoing, if NEPA compliance requires the removal and/or relocation of the Tower, User's sole remedy shall be to terminate the Site Agreement for such Tower. Upon such termination, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under this Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. (e) User acknowledges and understands that BellSouth has installed or will install certain signage and/or physical barriers pertaining to radio frequency exposure from BellSouth's transmitter and other equipment. User shall instruct all of its personnel and its contractors performing work at the site to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall User's personnel or contractors tamper with any such signage or barriers. User shall be responsible for placement of signage or physical barriers at or near its facilities at the Site in order to comply with applicable FCC radio frequency exposure guidelines. BellSouth agrees that it shall cooperate with User in these efforts and that BellSouth shall instruct its personnel and 17 contractors performing work at the Site to read carefully all such signage, to follow the instructions provided in such signage, and to honor all physical barriers. In no event shall BellSouth's personnel or contractors tamper with any such signage or barriers. BellSouth and User 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 Site. 16. Assignment or Subletting, No Liens. (a) Assignment by User. User shall not assign, convey, or transfer its interest in this MSA or any Site Agreement without first obtaining BellSouth's written approval, which approval may not be unreasonably withheld, conditioned, or delayed. User is not permitted to sublease or to license its interest in this MSA or any Site Agreement. Notwithstanding the foregoing, User has the right, without the necessity of obtaining BellSouth's consent, to assign this MSA or any Site Agreement to a User Affiliate (as defined herein), provided that User notifies BellSouth in writing of such assignment. For purposes hereof, "User Affiliate" shall mean any entity which controls, is controlled by, or is under common control with User or to any entity resulting from the merger or consolidation of User, or to any person or entity which acquires substantially all of the assets of User, provided that such assignee assumes in full all of the obligations of User under this MSA and the Site Agreements that may be assigned. (b) Assignment by BellSouth. BellSouth shall have the right to assign this MSA or any Site Agreement to a BellSouth Affiliate (as defined herein) or an assignee who purchases an MSA, RSA, BTA or MTA, as defined by the FCC, or to any other party who expressly assumes BellSouth's obligations, without User's prior approval, and shall notify User within a reasonable time of any such assignment. For purposes of this MSA and the Site Agreements, "BellSouth Affiliate" shall mean any entity which controls, is controlled by, or is under common control with BellSouth Carolinas PCS, L.P. ("BSCP") or BellSouth Personal Communications, Inc. ("BPCI"), to any entity resulting from the merger or consolidation of BSCP or BPCI, or to any person or entity which acquires substantially all of the assets of BSCP or BPCI, provided that such assignee assumes in full all of the obligations of BellSouth, under this MSA and the Site Agreements that may be assigned. (c) Liens. Except as provided in Section 10(viii) hereof, User shall keep the Property, the Tower, the Site and the Facilities free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of User. All persons either contracting with User or furnishing or rendering labor and materials to User shall be notified in writing by User that they must look only to User for payment for any labor or materials. If any lien is filed against the Property, the Tower, the Site or the Facilities as a result of the acts or omissions of User, its employees, agents or contractors or subcontractors, User shall discharge it or bond it off within thirty (30) days after User learns that the lien has been filed. 18 17. Insurance: Risk of Loss. (a) User's Insurance. Prior to installation of the Facilities and to having access to a Site and at all times during the term of a Site Agreement, User shall provide proof of insurance for each individual Site, as outlined below, satisfactory to BellSouth, and maintain the coverages specified below during the term of a Site Agreement and until all Facilities are removed from the Site following termination of a Site Agreement: (i) Commercial General Liability Insurance with limits of not less than $2,000,000 per occurrence and in the aggregate. (ii) Workers' Compensation coverage in the statutory amount. (iii) Employers Liability coverage with limits of not less than $500,000 each accident, $500,000 each employee by disease and $500,000 policy limit by disease. (iv) Automobile Liability for Owned and Non-Owned Autos, Combined Single Limit of $1,000,000. (v) All Risk Insurance with Replacement Value coverage of User's Facilities and personal property located on the Property. (b) BellSouth's Insurance. At all times during the term of a Site Agreement, BellSouth shall maintain insurance for such Site as outlined below: (i) Commercial General Liability Insurance with limits of not less than $2,000,000 per occurrence and in the aggregate. (ii) Workers' Compensation coverage in the statutory amount. (iii) Employers Liability coverage with limits of not less than $500,000 each accident, $500,000 each employee by disease and $500,000 policy limit by disease. (iv) Automobile Liability for Owned and Non-Owned Autos, Combined Single Limit of $1,000,000. (v) All Risk Insurance with Replacement Value coverage of the Tower and BellSouth's personal property located on the Property. (c) Additional Insured. BellSouth shall be named as additional insured on the policy listed in Section 17(a)(i) above. User shall be named as additional insured on the policy listed in Section 17(b)(i) above. Additionally, each party shall obtain a waiver of subrogation from its insurer on the policies listed in Section 17(a)(i) and Section (b)(i) above. BellSouth and User may satisfy this requirement by obtaining appropriate endorsements to any master or blanket policy of liability insurance User or BellSouth, as applicable, may maintain. No policy may be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to BellSouth or User. 19 (d) Third Parties. User and BellSouth shall require their respective contractors and subcontractors to carry workers' compensation insurance and adequate liability insurance in conformity with the minimum requirements listed above. (e) Risk of Loss; Limitation of Liability. Notwithstanding anything herein to the contrary, each party shall bear the risk of loss of or damage to the respective personal property during the term of each Site Agreement except to the extent caused by the negligence or willful misconduct of the other party. Neither party shall be liable for any damage to the other party's personal property except to the extent caused by a party's negligence or willful misconduct. Notwithstanding anything herein to the contrary, the parties shall not be liable for any consequential or incidental damages incurred by the other party due to any malfunction, vandalism, acts of God (including, without limitation, lightning, wind, rain, hail, fire or storms) or any other damage resulting from any reason. In the event the Tower or other portions of the Site are destroyed or so damaged as to be unusable, BellSouth or User shall be entitled to elect to cancel and terminate the Site Agreement, or in the alternative may elect to restore the Site, in which case User and BellSouth shall remain bound hereby but shall be entitled to an abatement of rent during the loss of use, if the User or BellSouth has not elected to cancel the Site Agreement. In no event shall the leasehold or other interest created by the Site Agreement be specifically enforceable and in no event shall either BellSouth or User be responsible to any party for consequential damages, lost business opportunities, profits or market share. (f) Removal of Facilities. User's obligation to provide the insurance coverages set forth in this Section 17 shall survive the expiration or termination of the Site Agreement until the User's Facilities are removed from the Property. 18. Indemnification. User does hereby agree to indemnify and save BellSouth harmless from any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, costs and expenses, including without limitation, reasonable attorneys fees and costs (i) for property damage or personal injuries or death caused by the negligence or willful misconduct of User, User's agents, employees, and contractors arising out of User's occupancy of the Site or the installation, maintenance, operation and removal of the Facilities, or (ii) resulting from the User's breach of any term or condition of this MSA or a Site Agreement. BellSouth does hereby agree to indemnify and save User harmless from any and all claims, liabilities, demands, causes of action, losses, damages, orders, judgments, penalties, costs and expenses, including without limitation, reasonable attorneys fees and costs (i) for property damage or personal injuries or death caused by the negligence or willful misconduct of BellSouth, BellSouth's agents, employees, and contractors arising out of BellSouth's occupancy of the Site or the installation, maintenance and operation of the Facilities, or (ii) resulting from BellSouth's breach of any term or condition of this MSA or a Site Agreement. The obligations to indemnify and hold harmless set forth in this Section shall survive the expiration or termination of this MSA and each respective Site Agreement. 19. Default. (a) User's Default. Each of the following shall be considered a default of a Site Agreement by the User: 20 (i) The failure to pay any rent or other charges required pursuant to this MSA and the Site Agreement within thirty (30) days after receipt of BellSouth's written notice of such failure; (ii) The failure to cure, within thirty (30) days after receipt of BellSouth's written notice thereof, any breach of any other term of this MSA or the Site Agreement, provided, however, that if such breach is not capable of being cured within such period but User has undertaken efforts to cure such breach, and such breach is capable of being cured, such thirty (30) day period shall be extended for so long as User is diligently attempting in good faith, to cure such breach, not to exceed an additional thirty (30) calendar days (except for promises relating to interference as set forth in Section 13(b) hereof); (iii) Abandonment of the Site ("Abandonment" being defined as User not using the Site for sixty (60) consecutive days); (iv) The failure of User to eliminate interference problems as set forth in Section 13(b); or (v) If (a) User gives notice to any governmental body of its insolvency or pending insolvency or makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of its creditors, or files an answer admitting the material allegations of, or consenting to, or defaults in answering any pleading filed with respect to the commencement of any case or proceeding respecting User under any bankruptcy or insolvency law, or (b) any order for relief is entered against User in any case in bankruptcy, any order, judgment or decree is entered against User by a court of competent jurisdiction appointing a receiver, trustee, custodian or liquidator of User or of all or a substantial part of its assets, and such order, judgment, or decree continues unstayed and in effect for a period of ninety (90) consecutive days, or any proceeding for the reorganization of a party under, or for an arrangement under, any bankruptcy or insolvency law applicable to User is commenced whether by or against User and not dismissed within ninety (90) days from commencement thereof. Upon default of a Site Agreement by User past any applicable cure period, in addition to all other remedies provided at law or in equity, BellSouth may, at its option: (aa) elect to remove all of the Facilities by legal process, thereby terminating the Site Agreement, and store the Facilities at User's expense, payable upon demand by BellSouth. (bb) elect to treat the Site Agreement in full force and effect and shall be entitled to collect the rent provided for hereunder. Upon the termination of a Site Agreement pursuant to Section (aa) above, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for indemnity obligations, including without limitation, environmental indemnity and tax obligations, any obligations arising prior to the date of termination, and User's obligation to remove its Facilities from the Property. 21 (b) BellSouth's Default. Each of the following shall be considered a default of a Site Agreement by BellSouth: (i) The failure to cure, within thirty (30) days after receipt of User's written notice thereof, any breach of any other term of this MSA or the Site Agreement, provided, however, that if such breach is not capable of being cured within such period but BellSouth has undertaken efforts to cure such breach, and such breach is capable of being cured, such thirty (30) day period shall be extended for so long as BellSouth is diligently attempting in good faith, to cure such breach, not to exceed an additional thirty (30) calendar days (except for promises relating to interference by a Subsequent User as set forth in Section 14(e) which must be cured within the time frame set forth in Section 14(e) and except for any breach of the Master Lease/License which must be cured within the time frames set forth in the Master Lease/License); or (ii) The failure of BellSouth to eliminate interference problems as set forth in Section 14(e). Upon default of a Site Agreement by BellSouth, in addition to all other remedies provided at law or in equity, User may, at its option: (aa) elect to cure BellSouth's default, in which event User shall have the right to offset any and all reasonable costs incurred in curing BellSouth's default against any rent or other amounts due BellSouth; or (bb) elect to terminate the Site Agreement as of the date of the default and to recover from BellSouth all damages (except those for which BellSouth is not liable under the terms of this MSA) incurred by User as a result of such default. Upon such termination, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, obligation to pay damages, and User's obligation to remove the Facilities from the Property. 20. Termination. (a) Termination of Site Agreement. (i) Termination by User. Notwithstanding anything to the contrary contained in this MSA, User shall be entitled to terminate a Site Agreement after the Commencement Date, with written notice to BellSouth in the event: (a) any Approval is canceled, expires, lapses, or is otherwise withdrawn or terminated through no fault of the User while User is working in the normal course of business to maintain all such Approvals; or (b) any notice by BellSouth of relocation of User's Facilities pursuant to Section 9 hereof is unacceptable to User. 22 Any such termination by User shall be effective thirty (30) days after receipt of written notice by BellSouth. Upon such termination, the Site Agreement shall terminate and be of no further force and effect, and except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligations to remove the Facilities from the Property, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. (ii) Termination by BellSouth. (a) In the event BellSouth's right to occupy the Property is terminated at any time following execution of a Site Agreement as a result of the termination or expiration of the Master Lease/License, the Site Agreement shall automatically terminate upon the effective termination date of the Master Lease/License and be of no further force and effect, and except for any indemnity obligations and User's obligation to remove the Facilities from the Property, the parties hereto shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement. It is specifically understood that BellSouth is under no obligation to extend the term of the Master Lease/License, irrespective of the term stated in the Site Agreement. The applicable Site Agreement shall expire upon the expiration or termination of the applicable Master Lease/License (b) In the event BellSouth needs additional capacity at a Site for its equipment, BellSouth may terminate a Site Agreement as provided in Section 9 hereof. In the event User refuses to lease, sublease, license or sublicense, as applicable, a Reciprocal Site to BellSouth, for reasons unrelated to User's capacity, zoning, permits, RF interference (based upon standard and accepted engineering principles) licenses and other required approvals, or environmental issues with respect to such Reciprocal Site, BellSouth may elect to terminate any existing Site Agreement in the same geographic market as the proposed Reciprocal Site refused by User, effective thirty (30) days after receipt by User of written notice. Upon termination of any Site Agreement, such terminated Site Agreement shall be of no further force and effect and the parties hereto shall be released from all duties, obligations, liabilities, and responsibilities under the terminated Site Agreement, except for indemnity obligations, User's obligation to remove the Facilities from the terminated Site, and User's obligations set forth in Section 13(h) hereof. In the event User does not remove its Facilities from the terminated Site as provided in Section 9 or Section 13(h) hereof, as applicable, BellSouth shall have the right to remove and store User's Facilities, at User's expense. 21. Condemnation. If the whole of the Property or Site which are subject of any Site Agreement or so much thereof as to interfere with the use thereof shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, such Site Agreement shall terminate as of the date when possession is taken at the election of either party. In such event, BellSouth shall be under no liability to User resulting from such condemnation and User shall be entitled to no part of any condemnation award except so much thereof as the 23 condemning authority expressly allocates to that portion of the proceeds directly attributable to the value of User's Facilities on the Tower, its leasehold interest in the Site, and moving or relocation expenses incurred by User. BellSouth shall provide User with notice in writing of any actual or threatened condemnation proceedings promptly after receiving notice thereof. Upon such termination, the parties to the Site Agreement shall be released from all duties, obligations, liabilities and responsibilities under the Site Agreement except for any indemnity obligations, including without limitation, environmental indemnity and tax obligations, and User's obligation to remove the Facilities from the Property. 22. Mortgage by BellSouth. This MSA and each Site Agreement is and shall be subject to a security interest or mortgage which might now or hereafter constitute a lien upon the Site. This MSA and each Site Agreement is and shall be subject and subordinate in all respects to any and all such mortgages on the Site and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event any proceedings are brought for foreclosure or in the event of the exercise of the power of sale under any mortgage covering any Site, the User shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the lessor/licensor, as applicable, under this MSA and the applicable Site Agreement(s); provided that so long as the User is not in default hereunder, this MSA and the applicable Site Agreement(s) shall remain in full force and effect, and User's use and occupancy pursuant to this MSA and applicable Site Agreements shall not be disturbed. 23. Entirety. This MSA and Site Agreement, including all Schedules and Exhibits hereto and thereto, constitute the entire agreement between BellSouth and User and any modification to the MSA or Site Agreement, any Schedule or Exhibits hereto or thereto, must, in order to be effective, be in writing, signed by authorized representatives of each party. 24. Waiver. Failure or delay on the part of either party to exercise any right, power, privilege or remedy hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right under this MSA of under a Site Agreement preclude any other or further exercise thereof or the exercise of any other right. 25. Binding Effect. This MSA and the Site Agreements shall extend to and bind the heirs, personal representatives, successors, permitted assigns, or its successors in interest of the parties hereto. 26. Governing Law. This MSA and each Site Agreement and performance hereunder and thereunder shall be governed, interpreted, construed and regulated by the laws of the state where the Property and Site are located. 27. Notice. All notices hereunder shall be deemed validly given if sent by certified mail, return receipt requested, or with a nationally recognized courier which provides notice of receipt, postage fully prepaid, addressed as follows, or to such other addresses as may be given from either party in writing to the other: 24 BellSouth: BellSouth Personal Communications, Inc. 1100 Peachtree Street, N.E., Eighth Floor Atlanta, GA 30309 Attn: Real Estate Manager with a copy to: BellSouth Personal Communications, Inc. 1100 Peachtree Street, N.E., Suite 910 Atlanta, GA 30309 Attn: Legal Department User: Tritel Communications, Inc. 1410 Livingston Lane Jackson, Mississippi 39213 Attn: Ken Harris 28. Headings. Section headings in this MSA and in each Site Agreement are included for the convenience of reference only and shall not constitute a part of this MSA or the Site Agreement for any other purpose. 29. Brokerage. User warrants and represents to BellSouth that it has not dealt with a real estate agent or broker with respect to this MSA or any Site Agreement, and shall hold BellSouth harmless against all claims by any real estate agent or broker claiming a commission hereunder or thereunder on behalf of User. BellSouth warrants and represents to User that, except for GlobalComm, Inc., it has not dealt with a real estate agent or broker with respect to this MSA or any Site Agreement, and shall hold User harmless against all claims by any real estate agent or broker claiming a commission hereunder or thereunder on behalf of BellSouth. 30. Memorandum of Lease. At the request of User, BellSouth hereby agrees to execute a memorandum or short form of lease (a "Memorandum of Lease"), in form satisfactory for recording, and such Memorandum of Lease may be filed of record by the User, at User's sole cost, including taxes or assessments incurred in connection therewith. The parties understand and agree that this MSA and the Site Agreements shall not be recorded of record. User agrees to prepare, execute and record, at its expense, a release, within thirty (30) days of expiration or termination of a Site Agreement. In the event User fails to do so, BellSouth has a contractual right as User's agent for this limited purpose to prepare, execute and record such release and User shall reimburse BellSouth, upon demand, for all expenses, including attorney fees and filing fees, incurred in connection therewith. 31. Counterparts. This MSA and each Site Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. 32. Authority. Each Party hereby represents and warrants to the other that all necessary corporate authorizations required for execution and performance of this MSA and each 25 Site Agreement have been given and that the undersigned officer is duly authorized to execute this MSA and each Site Agreement and bind the party for which it signs. 33. Severability. If any term, covenant, condition or provision of this MSA or the Site Agreement or any application hereof or thereof shall, to any extent, be invalid or unenforceable, the remainder of this MSA and each Site Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 26 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. BELLSOUTH: ---------- BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited partnership (SEAL) By: BellSouth Personal Communications, Inc., a Delaware corporation, its general partner By: /s/ Bill C. Mayberry ----------------------------------- Name: Bill C. Mayberry --------------------------------- Title: Asst. Vice President Real Estate -------------------------------- Attest: /s/ Mark Van Dyke ------------------------------- Name: Mark Van Dyke --------------------------------- Title: Asst. Secretary -------------------------------- [AFFIX CORPORATE SEAL] BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation By: Bill C. Mayberry ----------------------------------- Name: Bill C. Mayberry --------------------------------- Title: Asst. Vice President Real Estate -------------------------------- Attest: Mark Van Dyke ------------------------------- Name: Mark Van Dyke --------------------------------- Title: Asst. Secretary -------------------------------- [AFFIX CORPORATE SEAL] 27 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written. USER: ----- TRITEL COMMUNICATIONS, INC., a Delaware corporation By: /s/ Jerry M. Sullivan, Jr. -------------------------------------- Jerry M. Sullivan, Jr. Executive V.P./Chief Operating Officer Attest: ----------------------------------- Name: ------------------------------------- Title: ------------------------------------ [AFFIX CORPORATE SEAL] STATE OF GEORGIA ) ) COUNTY OF FULTON ) I, a Notary Public for said County and State, do hereby certify that Mark Van Dyke personally appeared before me this day and acknowledged that he/she is Asst. Secretary of BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation, individually and as general partner of BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited partnership, and that by authority and as the act of the corporation, individually and on behalf of the partnership, the foregoing instrument was signed in its name by its Assistant Vice President, sealed with its corporate seal, and attested by him/her as its Asst. Secretary. ---------------------------------- Notary Public, State of GA My Commission Expires: ------------ [NOTARIAL SEAL] STATE OF ) ) COUNTY OF ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 10th of March, 1998 within my jurisdiction, the within named JERRY M. SULLIVAN, JR., who acknowledged that he is EXECUTIVE VICE PRESIDENT/CHIEF OPERATING OFFICER of TRITEL COMMUNICATIONS, INC., a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ----------------------------------- Notary Public My Commission Expires: - ---------------------------------- SCHEDULE "I" TO MASTER SITE AGREEMENT ------------------------------------- SITE [LEASE/ SUBLEASE/LICENSE/SUBLICENSE] AGREEMENT --------------------------------------------------- THIS SITE [LEASE/SUBLEASE/LICENSE/SUBLICENSE] AGREEMENT (the "Site Agreement") is made as of the latter signature date hereof (the "Execution Date"), by and between , a [CORPORATION] [LIMITED PARTNERSHIP], its successors and assigns (hereinafter referred to as "BellSouth") and TRITEL COMMUNICATIONS, INC., a Delaware corporation (hereinafter referred to as "User"). WHEREAS, the parties are party to the Master Site Agreement dated , 1998 (the "MSA"); WHEREAS, the parties desire that except as set forth in this Site Agreement, the terms and conditions of the MSA shall govern the relationship of the parties under this Site Agreement; WHEREAS, BellSouth [IS THE OWNER OF] [AS LESSEE/LICENSEE, LEASED/LICENSED FROM (THE "MASTER LANDLORD") PURSUANT TO THAT CERTAIN LEASE/LICENSE AGREEMENT DATED , 19 (THE "MASTER LEASE/LICENSE")], a copy of which is attached hereto as Exhibit "A-1", certain real property located in , , as more particularly described on Exhibit "A" attached hereto and incorporated herein by reference. NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. MSA and Defined Terms. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the MSA. The parties agree that except as otherwise set forth herein, the terms and conditions of the MSA shall govern the relationship of the parties under this Site Agreement and the MSA is incorporated herein by reference. In the event of a conflict or inconsistency between the terms of the MSA and this Site Agreement, the terms of this Site Agreement shall govern and control. 2. Demise. BellSouth hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] to User and User hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] from BellSouth the following: (a) Tower Space. [SUBJECT TO BELLSOUTH OR USER OBTAINING THE CONSENT OF THE MASTER LANDLORD PURSUANT TO SECTION 5(A) OF THE MSA, IF REQUIRED BY THE MASTER LEASE/LICENSE, IN BELLSOUTH'S SOLE REASONABLE OPINION,] [T]ower space on BellSouth's Tower between the ( ) foot and ( ) foot level (the "Tower Space"), for the placement of User's antenna array, platform, cables, brackets, wires and accessories, as more particularly described on Exhibit "C" attached hereto and incorporated herein by reference (the "Tower Facilities"); and (b) Ground Space. [SUBJECT TO BELLSOUTH HAVING GROUND SPACE ADEQUATE TO ACCOMMODATE USER'S GROUND FACILITIES, AS HEREINAFTER DEFINED, AND BELLSOUTH OR USER OBTAINING THE CONSENT OF THE MASTER LANDLORD PURSUANT TO SECTION 5(A) OF THE MSA, IF REQUIRED BY THE MASTER LEASE/LICENSE, IN BELLSOUTH'S SOLE REASONABLE OPINION,] [G]round space containing ( ) [ACRES/SQUARE FEET], as approximately shown on Exhibit "B" attached hereto and incorporated herein by this Site Number:______ Site Number:______ reference and which will be more specifically shown on the As-Built Survey, as defined in Section 10 (vii) of the MSA, delivered by User to BellSouth in accordance with Section 10 (vii) of the MSA and which As-Built Survey shall be attached to and become a part of this Site Agreement as Exhibit "B" when initialed by BellSouth and User in accordance with Section 10(vii) of the MSA (the "Ground Space"), for the placement of equipment shelters and cabinets, telecommunications equipment within such equipment shelters and cabinets, concrete pads, cables, wires and accessories, as more particularly described on Exhibit "C" attached hereto and incorporated herein by reference (the "Ground Facilities"); together with (c) Ingress and Egress. Subject to the limitations set forth in Section 11 of the MSA (i) the non-exclusive right to use the Tower, at locations mutually agreed upon by User and BellSouth, for the term hereof for ingress, egress, and access to the Tower Space adequate to service the Tower Facilities and (ii) if the term "Leased Space" as used herein includes Ground Space, a non-exclusive easement for the term hereof, for ingress, egress, and access to the Leased Space across [(AA)] the Property in locations mutually agreed upon in writing by BellSouth and User [AND (BB) ACROSS THE PROPERTY OF THE MASTER LANDLORD TO THE EXTENT AND IN THE LOCATIONS THE MASTER LANDLORD GRANTED INGRESS, EGRESS AND ACCESS EASEMENTS TO BELLSOUTH IN THE MASTER LEASE/LICENSE.] (d) Utilities, Cable Runs. BellSouth hereby grants to User the non-exclusive right to use the Tower for the term hereof to place any utilities and cable runs on the Tower, at locations mutually agreed upon in writing by BellSouth and User, in order to service or operate the Facilities, subject to BellSouth's prior written approval of the design and installation method and procedures, such approval not to be unreasonably withheld or delayed. [IF THE TERM "LEASED SPACE" INCLUDES THE GROUND SPACE, BELLSOUTH HEREBY GRANTS TO USER A NON-EXCLUSIVE EASEMENT FOR THE TERM HEREOF TO PLACE ANY UTILITIES OR CABLE RUNS ON OR BRING UTILITIES ACROSS THE PROPERTY AND IF THE PROPERTY IS LEASED OR LICENSED BY BELLSOUTH, THE PROPERTY OF THE MASTER LANDLORD TO THE EXTENT AND IN THE LOCATIONS THE MASTER LANDLORD GRANTED UTILITY AND CABLE RUN EASEMENTS]. 3. Term/Site Commencement Date. Provided [THE APPLICABLE CONTINGENCIES SET FORTH IN SECTION 5 OF THE MSA HAVE BEEN SATISFIED,] User has paid BellSouth any required application fee, and the Site Cost Reimbursement Amount of Dollars ($ ), this Site Agreement term shall begin on the earlier to occur of (i) the date when User commences the installation of its Facilities on the Tower or (ii) forty-five (45) days from the Execution Date, unless further extended by the mutual written agreement of BellSouth and User [NOTE: IF SPECIFIC DATE IS TO BE INSERTED AS COMMENCEMENT DATE, REPLACE (II) WITH: "(II) THE DAY OF , ."] (the "Site Commencement Date"), and shall continue until the earlier to occur of (i) midnight of the tenth (10th) anniversary of the Site Commencement Date or (ii) the expiration or termination of the Master Lease/License (the "Initial Term"). Within five (5) business days of User's commencement of the installation of its Facilities on the Leased Space, User shall provide BellSouth written notice of the date User commenced installation of its Facilities on the Leased Space in the form of Exhibit "E" attached hereto. Provided [THE MASTER LEASE/LICENSE REMAINS IN EFFECT AND HAS NOT EXPIRED OR BEEN TERMINATED, AND] User is not in default, User shall have the option of extending this Site Agreement for three (3) additional five (5) year terms (the "Renewal Terms"). Such renewal options shall be deemed automatically exercised without notice by User to BellSouth unless User gives BellSouth written notice of its intention not to exercise any such option at least ninety (90) days prior to the expiration of the then current term, in which case, the term of the Site Agreement shall expire at the end of the then current term. Site Number:______ Site Number:______ 2 4. Rent/Renewal Terms. In addition to any required application fee and the Site Cost Reimbursement Amount, which shall be paid by User to BellSouth in accordance with the MSA, during the first five (5) years of the Initial Term, User shall pay annual rent of and No/100 Dollars ($ ) in accordance with the MSA. The first annual installment of base rent is due and payable not later than the Site Commencement Date. For the sixth through tenth year of the Initial Term, the annual rent shall be increased by [CONFIDENTIAL TREATMENT REQUESTED] over the annual rent for the first five (5) years of the Initial Term. Upon the commencement of each Renewal Term, the annual rent shall be further increased by [CONFIDENTIAL TREATMENT REQUESTED] over the annual rent then payable for the immediately preceding term. Unless otherwise directed in writing by BellSouth, User shall forward all rental and other payments required hereunder to: BellSouth Personal Communications, Inc. Attention: Treasury/Accounting Department 400 Northpark Town Center Suite 290 1000 Abernathy Road Atlanta, GA 30328 Recurring Invoice No. 5. Additional Rent. In addition to the rent set forth in Section 4 hereof, User hereby agrees to pay additional rent to BellSouth for any additional equipment added to BellSouth's Tower after the installation of the Tower Facilities set forth in Exhibit "C" hereto. Additional rent shall be calculated based on a rental amount for each piece of additional equipment. Such rental amounts are set forth below: Equipment Rental Amount $ ------------------- ----------- $ ------------------- ----------- $ ------------------- ----------- $ ------------------- ----------- 6. Hazardous Substances. [BELLSOUTH IS NOT AWARE OF, AND HAS NOT RECEIVED NOTICE OF, THE DISPOSAL, RELEASE OR PRESENCE OF HAZARDOUS SUBSTANCES ON THE PROPERTY IN VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDER.] [7. NATIONAL ENVIRONMENTAL POLICY ACT COMPLIANCE. ADD PROVISION IF BELLSOUTH HAS NOT COMPLIED OR IS IN THE PROCESS OF COMPLYING WITH NFPA.] [8/9]. Notice. All notices hereunder shall be deemed validly given if sent by certified mail, return receipt requested, or with a nationally recognized courier which provides notice of receipt, postage fully prepaid, addressed as follows, or to such other addresses as may be given from either party in writing to the other: Site Number:______ Site Number:______ 3 BellSouth: [BELLSOUTH CAROLINAS PCS, L.P.] [C/O]BellSouth, Personal Communications, Inc. 1100 Peachtree Street, N.E., 8th Floor Atlanta, GA 30309 Attn: Real Estate Manager with a copy to: [BELLSOUTH CAROLINAS PCS, L.P.] [C/O]BellSouth Personal Communications, Inc. 1100 Peachtree Street, N.E., Suite 910 Atlanta, GA 30309 Attn: Legal Department User: Tritel Communications, Inc. 1410 Livingston Lane Jackson, Mississippi 39213 Attn: Jean Harris with a copy to: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Site Number:______ Site Number:______ 4 IN WITNESS WHEREOF, the parties hereto have set their hands as of the signature date set forth below. User: TRITEL CORPORATION, INC. a Delaware corporation By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- Attest: ------------------------------------ Name: -------------------------------------- Title: ------------------------------------- [AFFIX CORPORATE SEAL] Signature Date: ---------------------------- STATE OF ) ) COUNTY) I, a Notary Public for said County and State, do hereby certify that personally appeared before me this day and acknowledged that he/she is Secretary of Tritel Communications, Inc., a Delaware corporation, and that by authority and as the act of the corporation the foregoing instrument was signed in its name by its President, sealed with its corporate seal, and attested by him/her as its _______________ Secretary. ---------------------------------- Notary Public, State of___________ My Commission Expires:____________ [NOTARIAL SEAL] Site Number:______ Site Number:______ 5 IN WITNESS WHEREOF, the parties hereto have set their hands as of the signature date set forth below. BELLSOUTH: [NAME OF CORPORATION OR LIMITED PARTNERSHIP HAVING THE FCC LICENSE] [ , LIMITED PARTNERSHIP,] BY: [NAME OF CORPORATE GENERAL PARTNER], ITS GENERAL PARTNER By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ Attest: ----------------------------------- Name: ------------------------------------- Title: ------------------------------------ [AFFIX CORPORATE SEAL] Signature Date: --------------------------- STATE OF________________________ ) ) COUNTY ) I, a Notary Public for said County and State, do hereby certify that personally appeared before me this day and acknowledged that he/she is Secretary of a and general partner of , a , and that by authority and as the act of the corporation and on 0behalf of the partnership, the foregoing instrument was signed in its name by its President, sealed with its corporate seal, and attested by him/her as its Secretary. ----------------------------------- Notary Public, State of ----------- My Commission Expires: ------------ [NOTARIAL SEAL] Site Number:______ Site Number:______ 6 EXHIBIT "A" ----------- Site Description ---------------- Site Name: MSA/RSA/MTA/BTA: ------------------ ---------------------- Site Number: Site Address: ------------------ ----------------------0 Latitude: ------------------ Longitude: ------------------ Legal Description of Property: - ------------------------------ Legal Description of Access Easement: - ------------------------------------- Legal Description of Utility Easement: - -------------------------------------- Site Number:______ Site Number:______ 7 EXHIBIT "A-1" ------------- MASTER LEASE/LICENSE AGREEMENT (Subject to redaction) Site Number:______ Site Number:______ 8 EXHIBIT "B" ----------- User's Ground Space Site Number:______ Site Number:______ 9 EXHIBIT "C" ----------- User's Tower Facilities and Ground Facilities [Attach User's Co-Location Application] Site Number:______ Site Number:______ 10 EXHIBIT "D" Certification as to Ground Lease [Date] [BellSouth's or User's Name] [BellSouth's or User's Address] RE: Site Agreement from [BELLSOUTH'S OR USER'S NAME] to [BELLSOUTH OR USER] at______________ ,________________ Dear Pursuant to the above referenced lease (the "Lease"), User hereby certifies unto BellSouth that User has obtained from the Master Landlord, as defined in the Site Agreement, a lease of a portion of the Master Landlord's property, as more particularly described in Section 3(a)(ii) of the Site Agreement, for ground space to accommodate [USER'S] Ground Facilities together with easements for access, utilities and cables. Sincerely, [BellSouth or User] Site Number:______ Site Number:______ 11 EXHIBIT "E" Notice of Installation of User's Facilities [Date] [BellSouth's Name] [BellSouth's Address] RE: Site Agreement from BellSouth to [USER] at Dear Pursuant to Section of the above-referenced , this letter serves to advise you that [USER] commenced the installation of its Facilities on the Leased Space on the above-referenced property on , 19 , which date shall be the Commencement Date, as defined in the above referenced Site Agreement. Sincerely, [User] Site Number:______ Site Number:______ 12 SCHEDULE "II" TO MASTER SITE AGREEMENT ENTRY AND TESTING AGREEMENT This Entry and Testing Agreement ("Agreement") is made as of the day of , 1998, between BELLSOUTH PERSONAL COMMUNICATIONS, INC., a Delaware corporation, d/b/a BellSouth Mobility DCS ("BellSouth"), and TRITEL COMMUNICATIONS, INC., a Delaware corporation ("Entrant"), concerning the following described property [leased] [owned] by BellSouth ("Property"): [insert site address] BellSouth currently owns and operates a communications tower (the "Tower") on the Property. BellSouth and Entrant are in the process of negotiating an agreement whereby Entrant will lease, sublease or license certain portions of the Tower and the Property. In order for Entrant to determine the viability and feasibility of the Property as a tower or antenna site, Entrant desires to enter upon and inspect the Property and/or to locate temporarily communications equipment on the Property to conduct short term radio propagation tests; and As an accommodation to Entrant, BellSouth is willing to grant permission to Entrant, its employees, agents or contractors to enter upon the Property solely to conduct such investigations, under the terms and conditions stated herein. In consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. 1. BellSouth grants to Entrant, its contractors, agents, employees and assigns a right of entry and license to enter upon the Property solely to conduct and perform boundary surveys, Phase I environmental studies, and radio propagation tests (the "Permitted Activities"). Entrant's entry rights are specifically limited to the Permitted Activities and to the Property and shall not include any other activities, including without limitation any construction activities, on the Property or any other portion of the property surrounding the Property. Entrant shall be responsible for any and all costs related to the Permitted Activities, including any temporary installation, operation and removal of equipment on the Property and the Tower. Any entry or activity on the Tower by Entrant shall be coordinated in advance with BellSouth and shall be subject to BellSouth's approval and supervision, at Entrant's cost. 2. Entrant agrees to comply with all local, state and federal laws, rules and ordinances applicable to the Permitted Activities. Entrant further agrees to exercise due care in the performance of all Permitted Activities on the Property, and not to interfere with BellSouth's or any other party's activities on the Property. Entrant shall promptly repair, at its cost, any damage to the Property, the Tower, or any other property caused by the acts or omissions of Entrant, its agents, employees, contractors or subcontractors. 3. Entrant shall indemnify and hold harmless BellSouth, its employees, agents or contractors, from all claims, actions, damages, liability and expense, including without limitation attorneys' fees and costs, in connection with personal injury or property damage arising out of the acts or omissions of Entrant, its employees, agents or contractors, including without limitation the Permitted Activities, upon the Property, the Tower, or any other portion of the property surrounding the Property. This indemnification shall survive the expiration or termination of this Agreement. 4. Entrant shall maintain, and shall have its contractors and subcontractors maintain, adequate insurance coverage, as determined by BellSouth. At BellSouth's request, Entrant agrees to provide certificates of insurance evidencing such insurance coverage of Entrant, its contractors, or subcontractors. 5. The term of this Agreement shall be from the Execution Date to the earlier of (i) forty-five (45) days from the Execution Date or (ii) until BellSouth and Entrant enter into a lease, sublease or license with respect to the Property; provided, however, that BellSouth may immediately terminate this Agreement in the event Entrant breaches any term of this Agreement. 6. In the event this Agreement expires or is terminated without the existence of a fully executed lease, sublease or license, Entrant will immediately remove any and all of its equipment from the Property and restore the Property to its condition existing immediately prior to such entry. 7. This Agreement constitutes the entire understanding between the parties with respect to the activities contemplated by this Agreement. All prior agreements or understandings, whether oral or written, are superseded. This Agreement may be amended only by a written document duly executed by the parties. This Agreement is governed by the laws of the State wherein the Property is located. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the date first above written. BELLSOUTH: ----------------------------------- a ---------------------------------- By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- ENTRANT: TRITEL COMMUNICATIONS, INC. a Delaware corporation By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- EX-23.2 5 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-----