-----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, DDh26+tH/ckfSIsye+uMIn0ZWbxCOtPo/v+ib7/IHjzuerstx/CQQj/IhS9Q5+iW JhoO5kVuqpYtsvfl66ZsFA== 0000950130-01-501645.txt : 20010516 0000950130-01-501645.hdr.sgml : 20010516 ACCESSION NUMBER: 0000950130-01-501645 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP WIRELESS INC CENTRAL INDEX KEY: 0001089341 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 541872248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27901 FILM NUMBER: 1635524 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: TELECORP PCS INC DATE OF NAME CHANGE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP COMMUNICATIONS INC CENTRAL INDEX KEY: 0001092935 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 522105807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-43596-01 FILM NUMBER: 1635525 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 10-Q 1 d10q.txt FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-43596 TeleCorp Wireless, Inc. (Exact name of registrant as specified in its charter) DELAWARE 54-1988007 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
and the following subsidiary of TeleCorp Wireless, Inc.: Commission file number 333-43596-01 TeleCorp Communications, Inc. (Exact name of registrant as specified in its charter) DELAWARE 52-2105807 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
---------------- 1010 N. Glebe Road, Suite 800 Arlington, VA 22201 (Address of principal executive offices) (703) 236-1100 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] As of May 14, 2001, the registrant had 1,000 shares of common stock outstanding. The registrant is a wholly-owned subsidiary of TeleCorp PCS, Inc. and meets the conditions set forth in General Instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Index
Page ---- PART I Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001 (unaudited)......................................... 3 Consolidated Statements of Operations for the three months ended March 31, 2000 (unaudited) and 2001 (unaudited)........ 4 Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2000 (unaudited) and 2001 (unaudited).................................................. 5 Notes to Consolidated Financial Statements.................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................... 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 19 PART II Other Information Item 1. Legal Proceedings............................................. 19 Item 2. Changes in Securities and Use of Proceeds..................... 19 Item 3. Defaults Upon Senior Securities............................... 19 Item 4. Submission of Matters to a Vote of Security Holders........... 19 Item 5. Other Information............................................. 19 Item 6. Exhibits...................................................... 19
2 PART I--Financial Information Item 1. Financial Statements. TELECORP WIRELESS, INC. CONSOLIDATED BALANCE SHEETS ($ in thousands, except per share data)
December 31, March 31, 2000 2001 ------------ ----------- (unaudited) ASSETS Current assets: Cash and cash equivalents............................. $ 228,758 $ 122,375 Short-term investments................................ 34,189 7,955 Accounts receivable, net.............................. 44,792 48,979 Inventory, net........................................ 23,680 14,799 Prepaid expenses and other current assets............. 9,024 16,926 ---------- ---------- Total current assets................................ 340,443 211,034 Property and equipment, net............................. 655,218 677,805 PCS licenses and microwave relocation costs, net........ 668,472 683,352 Intangible assets--AT&T agreements, net................. 174,775 168,924 Other assets............................................ 37,849 37,658 ---------- ---------- Total assets........................................ $1,876,757 $1,778,773 ========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable...................................... $ 45,819 $ 47,297 Accrued expenses and other............................ 151,918 138,312 Microwave relocation obligation, current portion...... 21,232 15,959 Long-term debt, current portion....................... 1,459 1,486 Accrued interest...................................... 25,801 13,521 ---------- ---------- Total current liabilities........................... 246,229 216,575 Long-term debt.......................................... 1,288,628 1,300,861 Accrued expenses and other.............................. 22,056 42,622 ---------- ---------- Total liabilities................................... 1,556,913 1,560,058 ---------- ---------- Commitments and contingencies Stockholder's equity: Common stock, par value $.01 per share, 3,000 shares authorized, 1,000 shares issued and outstanding.................. -- -- Additional paid-in capital............................ 689,659 696,734 Deferred compensation................................. (24,445) (28,219) Due from TeleCorp PCS................................. (13,542) (14,806) Accumulated other comprehensive income (loss)......... 958 (1,730) Accumulated deficit................................... (332,786) (433,264) ---------- ---------- Total stockholders' equity.......................... 319,844 218,715 ---------- ---------- Total liabilities and stockholder's equity.......... $1,876,757 $1,778,773 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 3 TELECORP WIRELESS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands)
For the three months ended March 31, ----------------------- 2000 2001 ----------- ----------- (unaudited) (unaudited) Revenue: Service.............................................. $ 36,937 $ 71,883 Roaming.............................................. 11,452 16,151 Equipment............................................ 7,057 9,238 -------- --------- Total revenue...................................... 55,446 97,272 -------- --------- Operating expenses: Cost of revenue...................................... 19,026 28,343 Operations and development (including non-cash stock compensation of $207 and $202)...................................... 10,966 17,035 Selling and marketing (including non-cash stock compensation of $132 and $345)...................................... 34,625 44,391 General and administrative (including non-cash stock compensation of $4,738 and $2,753).................................. 27,276 36,191 Depreciation and amortization........................ 23,468 42,435 -------- --------- Total operating expenses........................... 115,361 168,395 -------- --------- Operating loss..................................... (59,915) (71,123) Other income (expense): Interest expense..................................... (16,990) (32,608) Interest income and other............................ 2,406 3,253 Net loss........................................... $(74,499) $(100,478) ======== ========= Other comprehensive loss, net of tax................... -- (2,688) -------- --------- Comprehensive loss................................. $(74,499) $(103,166) ======== =========
The accompanying notes are an integral part of these consolidated financial statements. 4 TELECORP WIRELESS, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS ($ in thousands)
For the three months ended March 31, ----------------------- 2000 2001 ----------- ----------- (unaudited) (unaudited) Cash flows from operating activities: Net cash used in operating activities............ $(58,556) $ (70,471) -------- --------- Cash flows from investing activities: Expenditures for property and equipment.............. (52,549) (101,222) Purchase of short-term investments................... -- (7,903) Proceeds from the sale of short-term investments..... -- 34,189 Capitalized interest................................. (622) (1,548) Proceeds from sale of towers......................... -- 66,093 Expenditures for microwave relocation................ (369) (4,210) Purchase of PCS licenses............................. -- (18,075) Payment of FCC deposit on PCS licenses............... (12,081) -- Payment of Tritel acquisition costs.................. (5,081) (13,663) -------- --------- Net cash used in investing activities............ (70,702) (46,339) -------- --------- Cash flows from financing activities: Proceeds from sale of common stock .................. 41,869 -- Receipt of mandatorily redeemable preferred stock subscription receivable of TeleCorp PCS............. -- 10,999 Payments on long term debt........................... (335) (352) Payments of deferred financing costs................. -- (220) -------- --------- Net cash provided by financing activities........ 41,534 10,427 -------- --------- Net decrease in cash and cash equivalents.............. (87,724) (106,383) Cash and cash equivalents at the beginning of period... 182,330 228,758 -------- --------- Cash and cash equivalents at the end of period......... $ 94,606 $ 122,375 ======== =========
The accompanying notes are an integral part of these consolidated financial statements. 5 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in thousands) 1. Organization and Business The Company is an AT&T Wireless affiliate in the United States, providing digital wireless PCS to a licensed service area covering approximately 23 million people. As of March 31, 2001, the Company had launched service in 36 markets covering approximately 16 million people and representing approximately 70% of the population where the Company holds licenses in the United States and Puerto Rico. As of March 31, 2001, the Company served more than 516,000 customers. Together with Tritel and Triton PCS, Inc., another AT&T Wireless affiliate, the Company operates under a common regional brand name, SunCom(R). The markets in which the Company provides coverage encompass a contiguous territory (other than Puerto Rico) including the following eight of the 100 largest metropolitan areas in the United States and Puerto Rico: New Orleans, Louisiana; Memphis, Tennessee; Little Rock, Arkansas; Milwaukee and Madison, Wisconsin; Des Moines, Iowa; and San Juan and Mayaguez, Puerto Rico. 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements and related footnotes have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods. Operating results for the three months ended March 31, 2001 are not necessarily indicative of results that may be expected for the year ending December 31, 2001. Reclassifications Certain amounts in the 2000 consolidated financial statements have been reclassified to conform with the presentation of the consolidated financial statements as of and for the three months ended March 31, 2001. Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include, among others, TeleCorp Communications, Inc., TeleCorp LLC and TeleCorp Holding. All intercompany accounts and transactions have been eliminated in consolidation. 3. Derivative Instruments and Hedging Activities The Company's activities expose it to market risks that are related to the effects of changes in interest rates. This financial exposure is monitored and managed by the Company as an integral part of its overall risk-management program. The Company's risk-management program focuses on the unpredictability of interest rates and seeks to reduce the potentially adverse effects that the volatility of these rates may have on its future cash flows. The Company maintains an interest rate risk-management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations that may arise from volatility in interest rates. The Company's specific goals are to (1) manage interest rate sensitivity by modifying the repricing characteristics of some of its debt and (2) lower (where possible) the cost of its borrowed funds. Fluctuations in interest rates create an unrealized appreciation or depreciation in the market value of the Company's fixed-rate debt when that market value is compared with the cost of the borrowed funds. The effect of this unrealized appreciation or depreciation in market value, however, will generally be offset by the income or loss on the derivative instruments that are linked to the debt. 6 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty might fail to fulfill its performance obligations under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates repayment risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, does not assume repayment risk. The Company minimizes its credit (or repayment) risk in derivative instruments by (1) entering into transactions with high-quality counterparties whose credit ratings are AA/Aa or higher, (2) limiting the amount of its exposure to each counterparty, and (3) monitoring the financial condition of its counterparties. The Company also maintains a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master Agreement and, depending on the nature of the derivative transaction, also be governed by bilateral collateral arrangements. Market risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company manages the market risk associated with interest rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Cash Flow Hedges The Company uses interest rate swaps to convert a portion of its variable- rate debt to fixed-rate debt. The resulting cost of funds is lower than it would have been had fixed-rate borrowings been issued directly. The level of fixed-rate debt, after the effects of interest rate swaps have been considered, is currently maintained at 69% of the total Company variable-rate senior credit facility debt. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" on January 1, 2001. In accordance with the adoption of SFAS No. 133, the Company recorded as of January 1, 2001 an asset of $2,443 which represents an estimated fair value of the derivative instruments along with an after-tax unrealized gain of $2,443 in Other Comprehensive Income, which is a component of stockholder's equity, as a cumulative effect of accounting change. SFAS No. 133 requires the Company to carry all derivative financial instruments on the balance sheet at fair value. Changes in fair value of designated, qualified and effective cash flow hedges are deferred and recorded as a component of Other Comprehensive Income until the hedged transactions occur and are recognized in earnings. The ineffective portion and changes related to amounts excluded from the effectiveness assessment of a hedging derivative's change in fair value are immediately reported as "loss on derivatives". The Company assesses, both at the inception of the hedge and on an on-going basis, whether the derivatives are highly effective. Hedge accounting is prospectively discontinued when hedge instruments are no longer highly effective. The Company recognized an unrealized loss for the three months ended March 31, 2001 in other comprehensive income of $4,247 and a related liability of $1,804. All components of each derivative's gain or loss were included in the assessment of hedge effectiveness. In addition, after discontinuing certain of its cash flow hedges, the Company determined that it was probable that certain forecasted transactions would occur by the end of the originally specified time period. 7 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) 4. Accrued Expenses and Other Accrued expenses and other consist of the following:
December 31, March 31, 2000 2001 ------------ ----------- (unaudited) Property and equipment............................ $ 63,723 $ 54,314 Sales and property taxes.......................... 32,653 34,700 Payroll and related liabilities................... 12,834 12,627 Accrued operational expenses...................... 38,705 26,327 Deferred gain on tower sale....................... -- 25,546 Microwave relocation obligation, long-term........ 15,736 15,736 Other liabilities................................. 10,323 11,684 -------- -------- 173,974 180,934 Less: non-current portion......................... 22,056 42,622 -------- -------- $151,918 $138,312 ======== ========
5. Other Comprehensive Loss Other comprehensive loss for the three months ended March 31, 2001 and 2000 consists of the following:
For the three months ended March 31, ------------ 2000 2001 ---- ------- Unrealized holding gains from short-term investments....... -- 74 Reclassification adjustment for gains included in net income.................................................... -- (958) Unrealized holding losses from interest rate swaps......... -- (1,804) ---- ------- Other comprehensive loss................................... $-- $(2,688) ==== =======
6. Sale of Towers On March 16, 2001, the Company completed the sale and transfer to SBA Communications Corporation (SBA) of 203 towers and related assets for an aggregate purchase price of $66,483, reflecting a price of approximately $328 per site. Concurrent with the sale, the Company entered into a master lease agreement with SBA for the continued use of the space that the Company occupied on the towers prior to the sale. The Company recognized a deferred gain of $25,546 on the sale which will be recognized ratably over the five-year term of the related operating lease-back. 7. Acquisitions On February 5, 2001, the Company purchased from Pegasus PCS Partners, L.L.C. a 15 MHz C-Block PCS license in the Mayaguez, Puerto Rico basic trading area for $18,000. 8 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) 8. Related Parties The Company engages in transactions with its affiliate company Tritel, which is also a wholly-owned subsidiary of TeleCorp PCS. These transactions include shared management and operational personnel, shared telecommunications assets, reciprocal roaming revenue and expense agreements, and joint purchasing arrangements. Due to certain covenants contained in the Company's various indentures, the Company tracks and settles these amounts in cash monthly at the estimated fair value of the underlying transaction. For the three months ended March 31, 2001, the Company recognized a net benefit of $1,455 related to personnel shared with Tritel. In addition, for the three months ended March 31, 2001, the Company recognized rental revenue of $54 related to telecommunications assets shared with Tritel and roaming revenues and expenses were $755 and $1,179, respectively. 9. Subsidiary Guarantees On April 23, 1999, the Company completed the issuance and sale of 11 5/8% Senior Subordinated Discount Notes (the Notes). The Notes are fully and unconditionally guaranteed on a joint and several basis by TeleCorp Communications, Inc. (TCI), one of the Company's wholly-owned subsidiaries. On July 14, 2000, the Company completed the issuance and sale of its 10 5/8% Senior Subordinated Notes. The Senior Subordinated Notes are also fully and unconditionally guaranteed on a joint and several basis by TCI. Consolidating financial statements of TeleCorp Wireless, Inc., TCI, the guarantor, the non-guarantor subsidiary of TCI, and the non-guarantor subsidiaries of TeleCorp Wireless, Inc. as of December 31, 2000 and March 31, 2001 and for the three months ended March 31, 2000 and 2001 have been included on the following pages. 9 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) Consolidating Balance Sheet as of December 31, 2000:
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. ---------------------------------- --------------------------------------- TeleCorp TCI- Non- Non- Wireless, Guarantor Guarantor Guarantor Inc. Subsidiary Subsidiary Consolidated Subsidiaries Eliminations Consolidated ---------- ---------- ---------- ------------ ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents............ $ 228,758 $ -- $ -- $ -- $ -- $ -- $ 228,758 Short-term investments............ 34,189 -- -- -- -- -- 34,189 Accounts receivable, net.................... -- 44,792 -- 44,792 -- -- 44,792 Inventory.............. -- 23,680 -- 23,680 -- -- 23,680 Prepaid expenses and other current assets... 111 5,992 2,921 8,913 -- -- 9,024 ---------- -------- ------ -------- -------- ----------- ---------- Total current assets............... 263,058 74,464 2,921 77,385 -- -- 340,443 Property and equipment, net..................... -- 655,218 -- 655,218 -- -- 655,218 PCS licenses and microwave relocation costs, net.............. -- -- -- -- 668,472 -- 668,472 Intangible assets--AT&T agreements, net......... 174,775 -- -- -- -- -- 174,775 Other assets............ 33,355 45 938 983 3,511 -- 37,849 Investments in subsidiaries............ 1,092,175 1,320 (1,320) -- -- (1,092,175) -- ---------- -------- ------ -------- -------- ----------- ---------- Total assets......... $1,563,363 $731,047 $2,539 $733,586 $671,983 $(1,092,175) $1,876,757 ========== ======== ====== ======== ======== =========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable....... $ -- $ 45,819 $ -- $ 45,819 $ -- $ -- $ 45,819 Accrued expenses and other.................. -- 151,433 485 151,918 -- -- 151,918 Microwave relocation obligation, current portion................ -- -- -- -- 21,232 -- 21,232 Long-term debt, current portion........ -- -- -- -- 1,459 -- 1,459 Accrued interest....... 24,505 310 -- 310 986 -- 25,801 ---------- -------- ------ -------- -------- ----------- ---------- Total current liabilities.......... 24,505 197,562 485 198,047 23,677 -- 246,229 Long-term debt.......... 1,219,014 -- -- -- 69,614 -- 1,288,628 Accrued expenses and other................... -- -- 1,930 1,930 20,126 -- 22,056 ---------- -------- ------ -------- -------- ----------- ---------- Total liabilities.... 1,243,519 197,562 2,415 199,977 113,417 -- 1,556,913 ---------- -------- ------ -------- -------- ----------- ---------- Commitments and contingencies Stockholder's equity (deficit): Additional paid-in capital, net........... 676,117 532,165 1,444 533,609 558,566 (1,092,175) 676,117 Deferred compensation........... (24,445) -- -- -- -- -- (24,445) Accumulated other comprehensive income... 958 -- -- -- -- -- 958 (Accumulated deficit) Retained earnings...... (332,786) 1,320 (1,320) -- -- -- (332,786) ---------- -------- ------ -------- -------- ----------- ---------- Total stockholder's equity (deficit)..... 319,844 533,485 124 533,609 558,566 (1,092,175) 319,844 ---------- -------- ------ -------- -------- ----------- ---------- Total liabilities and stockholder's equity (deficit)............ $1,563,363 $731,047 $2,539 $733,586 $671,983 $(1,092,175) $1,876,757 ========== ======== ====== ======== ======== =========== ==========
10 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) Consolidating Balance Sheet as of March 31, 2001 (unaudited):
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. ---------------------------------- --------------------------------------- TeleCorp TCI- Non- Non- Wireless, Guarantor Guarantor Guarantor Inc. Subsidiary Subsidiary Consolidated Subsidiaries Eliminations Consolidated ---------- ---------- ---------- ------------ ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents............ $ 122,375 $ -- $ -- $ -- $ -- $ -- $ 122,375 Short-term investments............ 7,955 -- -- -- -- -- 7,955 Accounts receivable, net.................... -- 48,979 -- 48,979 -- -- 48,979 Inventory.............. -- 14,799 -- 14,799 -- -- 14,799 Prepaid expenses and other current assets... 129 13,639 3,158 16,797 -- -- 16,926 ---------- -------- ------- -------- -------- ----------- ---------- Total current assets............... 130,459 77,417 3,158 80,575 -- -- 211,034 Property and equipment, net..................... -- 677,805 -- 677,805 -- -- 677,805 PCS licenses and microwave relocation costs, net.............. -- -- -- -- 683,352 -- 683,352 Intangible assets--AT&T agreements, net......... 168,924 -- -- -- -- -- 168,924 Other assets............ 32,488 248 1,363 1,611 3,559 -- 37,658 Investment in subsidiaries............ 1,132,879 406 (406) -- -- (1,132,879) -- ---------- -------- ------- -------- -------- ----------- ---------- Total assets......... $1,464,750 $755,876 $ 4,115 $759,991 $686,911 $(1,132,879) $1,778,773 ========== ======== ======= ======== ======== =========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current liabilities: Accounts payable....... $ -- $ 47,297 $ -- $ 47,297 $ -- $ -- $ 47,297 Accrued expenses and other.................. 1,804 136,213 295 136,508 -- -- 138,312 Microwave relocation obligation, current portion................ -- -- -- -- 15,959 -- 15,959 Long-term debt, current portion........ -- -- -- -- 1,486 -- 1,486 Accrued interest....... 12,842 310 -- 310 369 -- 13,521 ---------- -------- ------- -------- -------- ----------- ---------- Total current liabilities.......... 14,646 183,820 295 184,115 17,814 -- 216,575 Long-term debt.......... 1,231,389 -- -- -- 69,472 -- 1,300,861 Accrued expenses and other................... -- 20,534 2,041 22,575 20,047 -- 42,622 ---------- -------- ------- -------- -------- ----------- ---------- Total liabilities.... 1,246,035 204,354 2,336 206,690 107,333 -- 1,560,058 ---------- -------- ------- -------- -------- ----------- ---------- Commitments and contingencies Stockholder's equity (deficit): Additional paid-in capital, net........... 681,928 550,202 3,099 553,301 579,578 (1,132,879) 681,928 Deferred compensation........... (28,219) -- -- -- -- -- (28,219) Accumulated other comprehensive loss..... (1,730) -- -- -- -- -- (1,730) (Accumulated deficit) Retained earnings...... (433,264) 1,320 (1,320) -- -- -- (433,264) ---------- -------- ------- -------- -------- ----------- ---------- Total stockholder's equity (deficit)..... 218,715 551,522 1,779 553,301 579,578 (1,132,879) 218,715 ---------- -------- ------- -------- -------- ----------- ---------- Total liabilities and stockholder's equity (deficit)............ $1,464,750 $755,876 $ 4,115 $759,991 $686,911 $(1,132,879) $1,778,773 ========== ======== ======= ======== ======== =========== ==========
11 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) Consolidating Statement of Operations for the three months ended March 31, 2000 (unaudited):
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. ----------------------------------------------- -------------------------------------- TeleCorp TCI- Non- Non- Wireless, Guarantor Guarantor Guarantor Inc. Subsidiary Subsidiary Eliminations Consolidated Subsidiaries Eliminations Consolidated --------- ---------- ---------- ------------ ------------ ------------ ------------ ------------ Revenue: Service................ $ -- $ 36,757 $ 180 $ -- $ 36,937 $ -- $ -- $ 36,937 Roaming................ -- 11,452 -- -- 11,452 -- -- 11,452 Equipment.............. -- 7,057 -- -- 7,057 -- -- 7,057 Intercompany........... 1,789 -- 3,759 (3,759) -- 3,237 (5,026) -- -------- -------- ------ ------- -------- ------ ------- -------- Total revenue........ 1,789 55,266 3,939 (3,759) 55,446 3,237 (5,026) 55,446 -------- -------- ------ ------- -------- ------ ------- -------- Operating expenses: Cost of revenue........ -- 27,811 -- (3,759) 24,052 -- (5,026) 19,026 Operations and development............ -- 7,207 3,759 -- 10,966 -- -- 10,966 Selling and marketing.............. -- 34,625 -- -- 34,625 -- -- 34,625 General and administrative ........ -- 27,276 -- -- 27,276 -- -- 27,276 Depreciation and amortization........... 1,789 20,323 -- -- 20,323 1,356 -- 23,468 -------- -------- ------ ------- -------- ------ ------- -------- Total operating expenses............. 1,789 117,242 3,759 (3,759) 117,242 1,356 (5,026) 115,361 -------- -------- ------ ------- -------- ------ ------- -------- Operating income (loss)............... -- (61,976) 180 -- (61,796) 1,881 -- (59,915) Other income (expense): Interest expense....... (15,109) (12,703) -- -- (12,703) (1,881) 12,703 (16,990) Interest income and other.................. 15,109 -- -- -- -- -- (12,703) 2,406 Equity in net loss of subsidiaries........... (74,499) -- -- -- -- -- 74,499 -- -------- -------- ------ ------- -------- ------ ------- -------- Net (loss) income.... $(74,499) $(74,679) $ 180 $ -- $(74,499) $ -- $74,499 $(74,499) ======== ======== ====== ======= ======== ====== ======= ========
12 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) Consolidating Statement of Operations for the three months ended March 31, 2001 (unaudited):
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. ------------------------------------------------ -------------------------------------- TeleCorp TCI- Non- Non- Wireless, Guarantor Guarantor Guarantor Inc. Subsidiary Subsidiary Eliminations Consolidated Subsidiaries Eliminations Consolidated --------- ---------- ---------- ------------ ------------ ------------ ------------ ------------ Revenue: Service............... $ -- $ 71,477 $ 406 $ -- $ 71,883 $ -- $ -- $ 71,883 Roaming............... -- 16,151 -- -- 16,151 -- -- 16,151 Equipment............. -- 9,238 -- -- 9,238 -- -- 9,238 Intercompany.......... 5,850 -- 5,555 (5,555) -- 3,903 (9,753) -- --------- --------- ----- ------- --------- ------ -------- --------- Total revenue....... 5,850 96,866 5,961 (5,555) 97,272 3,903 (9,753) 97,272 --------- --------- ----- ------- --------- ------ -------- --------- Operating expenses: Cost of revenue....... 43,651 -- (5,555) 38,096 -- (9,753) 28,343 Operations and development........... -- 11,480 5,555 -- 17,035 -- -- 17,035 Selling and marketing............. -- 44,391 -- -- 44,391 -- -- 44,391 General and administrative........ -- 36,191 -- -- 36,191 -- -- 36,191 Depreciation and amortization.......... 5,850 34,228 -- -- 34,228 2,357 -- 42,435 --------- --------- ----- ------- --------- ------ -------- --------- Total operating expenses............ 5,850 169,941 5,555 (5,555) 169,941 2,357 (9,753) 168,395 --------- --------- ----- ------- --------- ------ -------- --------- Operating income (loss).............. -- (73,075) 406 -- (72,669) 1,546 -- (71,123) Other income (expense): Interest expense...... (31,062) (27,809) -- -- (27,809) (1,546) 27,809 (32,608) Interest income and other................. 31,062 -- -- -- -- -- (27,809) 3,253 Equity in net loss of subsidiaries.......... (100,478) -- -- -- -- -- 100,478 -- --------- --------- ----- ------- --------- ------ -------- --------- Net (loss) income... $(100,478) $(100,884) $ 406 $ -- $(100,478) $ -- $100,478 $(100,478) ========= ========= ===== ======= ========= ====== ======== =========
13 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands) Consolidating Statement of Cash Flows for the three months ended March 31, 2000 (unaudited):
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. ---------------------------------- -------------------------------------- TeleCorp TCI- Non- Non- Wireless, Guarantor Guarantor Guarantor Inc. Subsidiary Subsidiary Consolidated Subsidiaries Eliminations Consolidated ---------- ---------- ---------- ------------ ------------ ------------ ------------ Cash flows from operating activities: Net cash provided by (used in) operating activities......... $ (129,258) $ 53,171 $ -- $ 53,171 $ 17,531 $ -- $(58,556) ---------- -------- ----- -------- -------- ----- -------- Cash flows from investing activities: Expenditures for property and equipment............ -- (52,549) -- (52,549) -- -- (52,549) Capitalized interest.. -- (622) -- (622) -- -- (622) Expenditures for microwave relocation........... -- -- -- -- (369) -- (369) FCC deposit........... -- -- -- -- (12,081) -- (12,081) Payment of Tritel acquisition costs.... -- -- -- -- (5,081) -- (5,081) ---------- -------- ----- -------- -------- ----- -------- Net cash used in investing activities......... -- (53,171) -- (53,171) (17,531) -- (70,702) ---------- -------- ----- -------- -------- ----- -------- Cash flows from financing activities: Proceeds from sale of common stock......... 41,869 -- -- -- -- -- 41,869 Payments on long-term debt................. (335) -- -- -- -- -- (335) ---------- -------- ----- -------- -------- ----- -------- Net cash provided by financing activities......... 41,534 -- -- -- -- -- 41,534 ---------- -------- ----- -------- -------- ----- -------- Net decrease in cash and cash equivalents....... (87,724) -- -- -- -- -- (87,724) Cash and cash equivalents at the beginning of period.... 182,330 -- -- -- -- 182,330 ---------- -------- ----- -------- -------- ----- -------- Cash and cash equivalents at the end of period.............. $ 94,606 $ -- $ -- $ -- $ -- $ -- $ 94,606 ========== ======== ===== ======== ======== ===== ========
14 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) ($ in thousands except per share data) Consolidating Statement of Cash Flows for the three months ended March 31, 2001 (unaudited):
TeleCorp Communications, Inc. TeleCorp Wireless, Inc. -------------------------------------- --------------------------------------- TCI- TeleCorp Guarantor Non-Guarantor Non-Guarantor Wireless, Inc. Subsidiary Subsidiary Consolidated Subsidiaries Eliminations Consolidated -------------- ---------- ------------- ------------ ------------- ------------ ------------ Cash flows from operating activities: Net cash provided by (used in) operating activities......... $(143,448) $ 36,677 $-- $ 36,677 $ 36,300 $-- $ (70,471) --------- --------- ---- --------- -------- ---- --------- Cash flows from investing activities: Expenditures for property and equipment.............. -- (101,222) -- (101,222) -- -- (101,222) Purchase of short-term investments............ (7,903) -- -- -- -- -- (7,903) Proceeds from the sale of short-term investments............ 34,189 -- -- -- -- -- 34,189 Capitalized interest on network under development............ -- (1,548) -- (1,548) -- -- (1,548) Proceeds from the sale of towers.............. -- 66,093 -- 66,093 -- -- 66,093 Expenditures for microwave relocation... -- -- -- -- (4,210) -- (4,210) Purchase of PCS licenses............... -- -- -- -- (18,075) -- (18,075) Payment of Tritel acquisition costs...... -- -- -- -- (13,663) -- (13,663) --------- --------- ---- --------- -------- ---- --------- Net cash provided by (used in) investing activities......... 26,286 (36,677) -- (36,677) (35,948) -- (46,339) --------- --------- ---- --------- -------- ---- --------- Cash flows from financing activities: Receipt of preferred and common stock subscription receivable............. 10,999 -- -- -- -- -- 10,999 Payments on long-term debt................... -- -- -- -- (352) -- (352) Payments of deferred financing costs........ (220) -- -- -- -- -- (220) --------- --------- ---- --------- -------- ---- --------- Net cash provided by (used in) financing activities......... 10,779 -- -- -- (352) -- 10,427 --------- --------- ---- --------- -------- ---- --------- Net decrease in cash and cash equivalents........ (106,383) -- -- -- -- -- (106,383) Cash and cash equivalents at the beginning of period..... 228,758 -- -- -- -- -- 228,758 --------- --------- ---- --------- -------- ---- --------- Cash and cash equivalents at the end of period............... $ 122,375 $ -- $-- $ -- $ -- $-- $ 122,375 ========= ========= ==== ========= ======== ==== =========
15 TELECORP WIRELESS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in thousands) 10. Subsequent Event PCS License Acquisition from McLeod On April 6, 2001, the Company purchased D-block licenses in Cedar Rapids and Iowa City, Iowa for an aggregate purchase price of $13,117. Senior Credit Facility On April 5, 2001, the Company drew $35,000 from its Senior Credit Facility Tranche C. 16 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General You should read the following discussion in conjunction with (1) the Company's accompanying unaudited Consolidated Financial Statements and notes thereto included in this report on Form 10-Q and (2) the Company's audited Consolidated Financial Statements, notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2000 included in our Annual Report on Form 10-K for such period. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that are based on current expectations, estimates, and projections. Such forward-looking statements reflect management's good-faith evaluation of information currently available. However, because such statements are based upon, and therefore can be influenced by, a number of external variables over which management has no, or incomplete, control, they are not, and should not be read as being guarantees of future performance or of actual future results; nor will they necessarily prove to be accurate indications of the times at or by which any such performance or result will be achieved. Accordingly, actual outcomes and results may differ materially from those expressed in such forward-looking statements. The Company does not intend to update any such forward-looking statements. Overview The Company is an AT&T Wireless affiliate in the United States providing digital wireless personal communications services, or PCS, to a licensed service area covering approximately 23 million people. As of March 31, 2001, the Company had launched service in 36 markets having approximately 16 million people and representing approximately 70% of the population where the Company holds licenses in the United States and Puerto Rico. As of March 31, 2001, the Company served more than 516,000 customers. Under the terms of the strategic alliance the Company has with AT&T, the Company is AT&T's exclusive provider of wireless mobility services on the Company's network. The Company is a wholly owned subsidiary of TeleCorp PCS, Inc. Results of Operations Three months ended March 31, 2001 compared to three months ended March 31, 2000 Subscribers Net additions were 55,694 and 86,106 for the three months ended March 31, 2001 and 2000, respectively. Total PCS subscribers were 516,444 and 228,337 as of March 31, 2001 and 2000, respectively. The increase in gross additions and total PCS subscribers over the same period in 2000 was primarily due to launching additional markets from the period April 1, 2000 to March 31, 2001. Revenue Revenue for the three months ended March 31, 2001 and 2000 was $97.3 million and $55.4 million, respectively. Service revenue was $71.9 million and $36.9 million for the three months ended March 31, 2001 and 2000, respectively. The increase in service revenue of $35.0 million was due to the addition of approximately 288,000 subscribers from April 1, 2000 to March 31, 2001 and to the launch of eight additional markets. Roaming revenue was $16.2 million and $11.5 million for the three months ended March 31, 2001 and 2000, respectively. The increase in roaming revenue of $4.7 million was due primarily to 588 additional cell sites being added since the three months ended March 31, 2000. Equipment revenue was $9.2 million and $7.1 million for the three months ended March 31, 2001 and 2000, respectively. The equipment revenue increase of $2.1 million over 2000 was due primarily to the sales of handsets and related accessories in connection with the increased number of new subscribers during the three months ended March 31, 2001. 17 Cost of revenue Cost of revenue was $28.3 million and $19.0 million for the three months ended March 31, 2001 and 2000, respectively. The increase in cost of revenue of $9.3 million over the same period in 2000 was due primarily to additional roaming, interconnection and long distance expenses in connection with the Company's increased subscriber base and increases in equipment costs due to the increased number of new subscribers during the three months ended March 31, 2001. Operations and development Operations and development expense was $17.0 million and $11.0 million for the three months ended March 31, 2001 and 2000, respectively. The increase of $6.0 million over the same period in 2000 was primarily due to the development and growth of infrastructure and staffing and maintenance related to the support of the Company's network and network operations center. Selling and marketing Selling and marketing expense was $44.4 million and $34.6 million for the three months ended March 31, 2001 and 2000, respectively. The increase of $9.8 million over the same period in 2000 was primarily due to the cost of acquiring the increased number of new subscribers. Costs associated with the Company's increased market base included advertising and promotion costs, commissions and the excess cost of handsets over the retail price. General and administrative General and administrative expense was $36.2 million and $27.3 million for the three months ended March 31, 2001 and 2000, respectively. The increase of $8.9 million over the same period in 2000 was primarily due to the development and growth of infrastructure and staffing related to information technology, customer care and other administrative functions incurred in conjunction with managing the corresponding growth in the Company's subscriber base and launching the additional markets. Depreciation and amortization Depreciation and amortization expense was $42.4 million and $23.5 million for the three months ended March 31, 2001 and 2000, respectively. The increase of $18.9 million over the same period in 2000 relates primarily to depreciation of the Company's property, plant and equipment as well as the amortization of its PCS licenses and the AT&T operating agreements related to the Company's markets launched between April 1, 2000 and March 31, 2001. Interest expense Interest expense was $32.6 million, net of capitalized interest of $1.5 million, for the three months ended March 31, 2001. Interest expense was $17.0 million, net of capitalized interest of $0.6 million for the three months ended March 31, 2000. The increase of $15.6 million over the same period in 2000 relates primarily to interest expense on the Company's 10 5/8% senior subordinated notes issued in July 2000, additional FCC debt issued throughout 2000, and $100 million of additional senior credit facility drawn during 2000. Interest income and other Interest income and other was $3.3 million and $2.4 million for the three months ended March 31, 2001 and 2000, respectively. The increase of $0.9 million over the same period in 2000 was due primarily to larger cash and short-term investment balances that resulted from the $450 million senior subordinated notes offering in July, 2000. 18 Forward Looking Statements: Cautionary Statements Statements in this quarterly report expressing the Company's expectations and beliefs regarding its future results or performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve a number of risks and uncertainties. In particular, certain statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical facts constitute forward-looking statements. Although the Company believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of its knowledge of its business, the Company's actual future results may differ significantly from those stated in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, the risks described in the Annual Report on Form 10-K filed by TeleCorp PCS, Inc. for the fiscal year ended December 31, 2000. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Intentionally omitted as the registrant is a wholly-owned subsidiary of TeleCorp PCS, Inc. and meets the conditions set forth in General Instructions H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the reduced disclosure format. PART II--Other Information Item 1. Legal Proceedings. None. Items 2, 3, and 4. Intentionally omitted as the registrant is a wholly-owned subsidiary of TeleCorp PCS, Inc. and meets the conditions set forth in General Instructions H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the reduced disclosure format. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
Exhibit Number Description ------- ----------- 4.1 First Amendment to the Amended and Restated Note Purchase Agreement, dated as of April 4, 2001, between TeleCorp Wireless, Inc. and Lucent Technologies Inc. 10.1 Purchase Agreement, dated September 15, 2000, among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA Telecommunications, Inc. 10.2 Addendum to Purchase Agreement, dated as of November 29, 2000, among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA Telecommunications, Inc. 10.3 Closing Agreement to Purchase Agreement, dated March 16, 2001, among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA TC Acquisition, Inc. 10.4 Letter Agreement regarding Purchase Agreement dated September 15, 2000, dated October 13, 2000, among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA Telecommunications, Inc. 10.5 Letter Agreement regarding Purchase Agreement dated September 15, 2000, dated February 17, 2001, among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA Telecommunications, Inc.
19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TeleCorp Wireless, Inc. Date: May 15, 2001 /s/ Thomas H. Sullivan By: _______________________________________ Thomas H. Sullivan President, Treasurer and Secretary (Principal Financial and Accounting Officer) Subsidiary of TeleCorp Wireless, Inc. Date: May 15, 2001 TeleCorp Communications, Inc. /s/ Thomas H. Sullivan By: _______________________________________ Thomas H. Sullivan President, Treasurer and Secretary (Principal Financial and Accounting Officer)
20 EX-4.1 2 dex41.txt FIRST AMEND TO PURCHASE AGMT DATED APRIL 4, 2001 EXHIBIT 4.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of April 4, 2001 (this "Amendment") relates to that certain --------- Amended and Restated Note Purchase Agreement dated as of October 29, 1999 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Note Purchase Agreement") and is entered into between TeleCorp ----------------------- Wireless, Inc. (f/k/a TeleCorp PCS, Inc.) (the "Company") and Lucent ------- Technologies Inc. ("Lucent"). Capitalized terms used and not otherwise defined ------ herein shall have the meanings assigned to them in the Note Purchase Agreement. W I T N E S S E T H WHEREAS, the Company and Lucent have entered into the Note Purchase Agreement; WHEREAS, the Company has requested that Lucent amend the Note Purchase Agreement pursuant to a request dated April 3, 2001; WHEREAS, Lucent is willing to enter into such amendments on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the above premises, the Company and Lucent agree as follows: 1. Amendments to the Note Purchase Agreement. Upon the "Effective Date" (as ----------------------------------------- defined in Section 3 below), the Note Purchase Agreement is hereby amended as --------- follows: a. Amendment to Section 6.8(a) of the Disclosure Schedule. ------------------------------------------------------ Section 6.8(a) of the Disclosure Schedule (referred to in Section 6.8(a)) is hereby deleted and substituted therefor is the following: "The authorized Capital Stock of the Company consists of 3,000 shares of Common Stock, par value $.01 per share, of which 1,000 shares are outstanding. All outstanding shares of Common Stock of the Company are held by TeleCorp PCS, Inc." b. Amendment to Section 6.21(e). ---------------------------- Subsection (e) of Section 6.21(e) is hereby amended by deleting the first sentence thereof in its entirety. c. Amendment to Section 10.4. Section 10.4 of the Note Purchase ------------------------- Agreement is hereby amended by deleting the amount "$198,000,000" from each place where it appears and substituting therefor the amount "$368,141,400". d. Amendments to Section 11.4. -------------------------- Section 11.4 is hereby deleted in its entirety and substituted therefor is the following: "Unless (a) no Event of Default or Potential Event of Default shall exist which is continuing and (b) the Company shall have paid, in cash, all interest on the Notes on each of the prior three Payment Dates, the Company shall not declare or make any Restricted Payment; provided that the restriction set forth in clause (b) shall not apply -------- to Restricted Payments made by the Company to TeleCorp PCS, Inc. in respect of (i) the repurchase or redemption of any Capital Stock of TeleCorp PCS, Inc. held by any member of management of TeleCorp PCS, Inc. or any Subsidiary thereof pursuant to a management subscription agreement, stock option agreement, restricted stock option agreement, put agreement or other similar agreement in an amount not to exceed $10,000,000 in any twelve-month period (it being understood that any portion which is not used in any twelve-month period may be carried forward to one or more future twelve-month periods so long as the aggregate of all unused amounts that may be carried forward to any twelve-month period shall not exceed $20,000,000) and (ii) any purpose of TeleCorp PCS, Inc. in an amount not to exceed $10,000,000 in any fiscal year). To the extent that proceeds of the sale of TeleCorp PCS, Inc.'s Parent Notes are contributed by TeleCorp PCS, Inc. as a capital contribution to the Company, the Company may make Restricted Payments to TeleCorp PCS, Inc. or any of its subsidiaries (as directed by TeleCorp PCS, Inc.) in cash, and without restriction, in an amount equal to such equity proceeds, such amount not to exceed the amount of Excess Cash Flow (as defined in the Credit Agreement) generated after the date such equity investment first occurs or, if greater, an amount not in excess of Excess Cash Flow (as defined in the Credit Agreement) for the fiscal year most recently ended." e. Amendments to Section 15. ------------------------ i. The definition of "Company" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Company: TeleCorp Wireless, Inc." ------- ii. The definition of "Credit Agreement" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Credit Agreement: Amended and Restated Credit Agreement dated ---------------- as of October 2, 2000 among the Company, the Lenders, the Administrative Agent, TD Securities (USA) Inc. as Syndication Agent and Bankers Trust Company, as Documentation Agent." 2 iii. The definition of "Management Agreement" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Management Agreement: the Management Agreement between TeleCorp -------------------- PCS, Inc. and TeleCorp Management Corp. dated as of July 17, 1998 as amended by Amendment No. 1 thereto dated as of May 25, 1999, as the same may be amended from time to time." iv. The definition of "POPs" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "POPs: as of any date, with respect to any BTA or MTA, the ---- population of such BTA or MTA as such number is published in the then most recently issued retail marketing reports by Kagan Guide." v. The definition of "Series A Note Commitment" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Series A Note Commitment: your commitment to purchase ------------------------ $40,000,000 in aggregate principal amount of Series A Notes that have previously been issued, and to purchase additional Series A Notes in an aggregate principal amount equal to $37,500,000 pursuant to Section 1 and Section 28 which amount shall be decreased on a dollar for dollar basis to the extent the Company receives Net Securities Proceeds from Equity Issuances in an aggregate principal amount which exceeds $368,141,400." vi. The definition of "Series A Note Commitment Termination Date" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Series A Note Commitment Termination Date: The earlier to occur ----------------------------------------- of (a) October 31, 2001 or (b) such earlier date on which the Series A Note Commitment shall terminate pursuant to the terms of the Agreement." vii. The definition of "Series B Availability Period" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Series B Availability Period: the period commencing on October ---------------------------- 29, 1999 and continuing to but excluding October 31, 2002." viii. The definition of "Series B Note Commitment" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Series B Note Commitment: your commitment to purchase Series B ------------------------ Notes in an aggregate principal amount equal to $37,500,000." 3 ix. The definition of "Series B Note Commitment Termination Date" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Series B Note Commitment Termination Date: October 31, 2002 or ----------------------------------------- such earlier date on which the Series B Note Commitment shall terminate pursuant to the terms of this Agreement." x. The definition of "Stockholders' Agreement" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "Stockholders' Agreement: the Stockholders' Agreement dated as ----------------------- of November 13, 2000, among AT&T PCS, TWR, the Cash Equity Investors, the Management Stockholders and TeleCorp PCS, Inc., as such agreement may be amended from time to time in accordance with the provisions of such agreement, so long as the terms of any such amendment are no less favorable to the holders of the Notes than the terms of the Stockholders' Agreement in effect on the date of the Indenture." xi. The definition of "TeleCorp Holdings" in Section 15 is hereby deleted in its entirety and substituted therefor is the following: "TeleCorp Holdings: TeleCorp Holding Corp., LLC, a Delaware ----------------- limited liability company." xii. The following definition of "Parent Notes" in Section 15 is hereby added: "Parent Notes: TeleCorp PCS, Inc. Senior Subordinated Discount ------------ Notes due 2011." f. Amendment to Section 28. ----------------------- i. Section 28 is hereby amended by inserting in the first paragraph thereof, immediately after the phrase "provided that" and before the -------- number "(i)", the following clause: "after the Series A Note Commitment Termination Date all of the Notes purchased by you shall have the same terms as the Series B Notes; and provided further that" -------- ------- ii. Section 28 is hereby amended by deleting therefrom the paragraph that reads "Your exclusivity rights under the Procurement Contract with respect to the Expansion Area shall not terminate if any of these conditions are not satisfied and as a result you do not purchase any Expansion Notes. The Company's and your obligations under this section 28 shall expire June 30, 2001" in its entirety and substituting therefor the following: 4 "Your exclusivity rights under the Procurement Contract with respect to the Expansion Area shall not terminate if any of these conditions are not satisfied and as a result you do not purchase any Expansion Notes. The Company's and your obligations under this section 28 shall expire October 31, 2001 (with respect to the Series A Notes) and October 31, 2002 (with respect to the Series B Notes); provided that the Company may at any time terminate the Commitments in whole but not in part; provided further that if TeleCorp PCS, Inc. shall issue Parent Notes to Lucent and the aggregate amount of gross proceeds received by TeleCorp PCS, Inc. from the issuance of Parent Notes shall exceed $350,000,000, then the aggregate amount of the Commitments will be automatically reduced by the amount of such excess proceeds (such reduction to apply equally to the then outstanding Series A Note Commitment, if any, and the Series B Note Commitment; if the Series A Note Commitment shall have expired without having been fully drawn, then the Series B Note Commitment will be reduced by an amount equal to the excess of (i) the aggregate amount of gross proceeds received by TeleCorp PCS, Inc. from the issuance of Parent Notes over (ii) the sum of $350,000,000 plus the amount of the Series A Note Commitment that expired without having been drawn); and provided further that Lucent may elect, in respect of any request by the Company that Lucent purchase Expansion Notes, to instead purchase Parent Notes from TeleCorp PCS, Inc. in an amount that yields the same amount of gross proceeds to TeleCorp PCS, Inc. as the Company would have received from the issuance of the requested Expansion Notes." iii. Section 28 of Note Purchase Agreement is hereby amended by deleting the following provision: "(i) modify the threshold amount of Net Securities Proceeds under section 10.4 to an amount not to exceed the product of (X) $198,000,000 multiplied by (Y) a fraction the numerator of which is the sum of (A) 16,800,000 plus (B) the number of POPs in Expansion Areas for which Expansion Notes have been or concurrent therewith are being issued and the denominator of which is 16,800,000; and (ii)" 2. Representations and Warranties. The Company hereby represents and ------------------------------ warrants to Lucent that, as of the Effective Date and after giving effect to this Amendment: a. All the representations and warranties of the Company contained in this Amendment and the Note Purchase Agreement that are not qualified by Material Adverse Effect are true and correct in all material respects on and as of the Effective Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct in all material respects as of that 5 date, and other than the representation and warranty set forth in the first sentence of Section 6.8(a), which is true and correct as of the date of this Amendment), and all the representations and warranties of the Company contained in this Amendment and the Note Purchase Agreement that are qualified by Material Adverse Effect are true and correct on and as of the Effective Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct as of that date); and b. No Event of Default or Potential Event of Default has occurred and is continuing or will result after giving effect to this Amendment. 3. Effective Date. This Amendment shall become effective as of the -------------- date first written above (the "Effective Date") upon the satisfaction of each of -------------- the following conditions: a. The Company shall have received each of the following documents, in each case in form and substance satisfactory to the Company, prior to 5:00 p.m. (New York time) on April 6, 2001: i. counterparts hereof executed by Lucent; and ii. such additional documentation as the Company may reasonably request. b. Lucent shall have received each of the following documents, in each case in form and substance satisfactory to Lucent, prior to 5:00 p.m. (New York time) on April 6, 2001; i. counterparts hereof executed by the Company; ii. a certificate of the Secretary or Assistant Secretary of the Company dated the Effective Date certifying (A) that the bylaws of the Company have not been amended or otherwise modified since the date of the most recent certification thereof by the Secretary or Assistant Secretary of the Company delivered to Lucent and remain in full force and effect as of the Effective Date, (B) that the charter of the Company has not been amended or otherwise modified since the date of the most recent certification thereof by the Secretary of State of the Company's jurisdiction of incorporation delivered to Lucent and remain in full force and effect as of the Effective Date and (C) that the execution, delivery and performance of this Amendment have been duly authorized by all necessary or proper corporate and shareholder action; iii. an opinion from counsel to the Company stating that the Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and iv. such additional documentation as Lucent may reasonably request. 6 c. There shall be no suit, action, investigation, inquiry or other proceeding by or before any Governmental Authority or any other Person or any other legal or administrative proceeding, pending or, to the Company's knowledge, threatened, which questions the validity or legality of this Amendment or performance by the Company of its obligations under the Note Purchase Agreement and seeks damages or injunctive or other equitable relief in connection therewith; d. All the representations and warranties of the Company contained in this Amendment and the Note Purchase Agreement that are not qualified by Material Adverse Effect shall be true and correct in all material respects on and as of the Effective Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct in all material respects as of that date), and all the representations and warranties of the Company contained in this Amendment and the Note Purchase Agreement that are qualified by Material Adverse Effect shall be true and correct on and as of the Effective Date, as if then made (other than representations and warranties which expressly speak as of a different date, which shall be true and correct as of that date); e. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to Lucent and Lucent shall have received any other documents, instruments and legal opinions in respect of any aspect or consequence of this Amendment as it may reasonably request; and f. No Event of Default or Potential Event of Default shall have occurred and be continuing or will result after giving effect to this Amendment. 4. Reference to and Effect on the Note Purchase Agreement. ------------------------------------------------------ a. Upon the Effective Date, each reference in the Note Purchase Agreement to "this Agreement", "hereunder", "hereof" or words of like import shall mean and be a reference to the Note Purchase Agreement as amended and supplemented hereby. b. Except to the extent specifically set forth herein, the provisions of the Note Purchase Agreement shall not be amended, modified, waived, impaired or otherwise affected hereby, and such Note Purchase Agreement and the obligations thereunder are hereby confirmed as being in full force and effect. c. This Amendment shall be limited solely to the matters expressly set forth herein and shall not (i) constitute an amendment or waiver of any other term or condition of the Note Purchase Agreement, (ii) prejudice any right or rights which Lucent or any Holder may now have or may have in the future under or in connection with the Note Purchase Agreement, (iii) require Lucent or any Holder to agree to a similar transaction on a future occasion or (iv) create any right herein to another Person or other beneficiary or otherwise, except to the extent specifically provided herein. 7 5. Headings. The headings herein are for convenience of reference -------- only and shall not alter or otherwise affect the meaning hereof. 6. Section Titles. The Section titles in this Amendment are and -------------- shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 7. Counterparts. This Amendment may be executed by one or more of ------------ the parties to this Amendment on any number of separate counterparts (including by telecopy), and all said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Company and Lucent. 8. GOVERNING LAW. THIS AMENDMENT, AND ALL MATTERS OF CONSTRUCTION, ------------- VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. 9. No Strict Construction. The parties hereto have participated ---------------------- jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment. 8 IN WITNESS WHEREOF, the Company and Lucent have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. TELECORP WIRELESS, INC. By: /s/ Thomas H. Sullivan ------------------------- Name: Thomas H. Sullivan Title: President LUCENT TECHNOLOGIES INC. By: /s/ Robert Grant ------------------------- Name: Robert Grant Title: Director Signature Page EX-10.1 3 dex101.txt PURCHASE AGMT. EXHIBIT 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is entered into this 15th day of September, 2000 ("Effective Date"), by and among TeleCorp Realty, LLC, a Delaware limited liability company ("TeleCorp Realty, LLC"), TeleCorp Puerto Rico Realty, Inc., a Puerto Rico corporation ("TeleCorp PR"), and TeleCorp Communications, Inc., a Delaware corporation ("TCI") (TeleCorp Realty, TeleCorp PR and TCI, collectively "TeleCorp" and individually a "TeleCorp Party"), SBA Towers, Inc., a Florida corporation ("SBA") and SBA Telecommunications, Inc. WHEREAS, TeleCorp is a wireless communications company which provides PCS service; WHEREAS, TeleCorp leases the real property referred to in the Prime Leases (as such term is hereinafter defined) ("Site" or collectively "Sites") upon which TeleCorp has constructed certain improvements including, but not limited, to towers and related facilities and for which TeleCorp has entered into Collocation Agreements (as that term is hereinafter defined) which Prime Leases, improvements and Collocation Agreements are more particularly described in Schedule I attached hereto; WHEREAS, TeleCorp desires to assign, sell and convey certain leases, towers and related facilities in connection with Two Hundred Thirteen (213) Sites to SBA and then lease space on the Sites from SBA; WHEREAS, to facilitate such sale and lease-back transaction, TeleCorp intends to assign, sell and convey such leases, towers and related facilities to a Delaware corporation to be formed and wholly owned by TeleCorp ("NewCo") and then sell and convey all of the issued and outstanding shares of capital stock of NewCo ("Shares") to SBA; WHEREAS, to facilitate such sale and lease-back transaction, SBA desires to purchase the Shares from TeleCorp; and WHEREAS, TeleCorp desires to lease space on the Sites from NewCo subsequent to the sale of the Shares of NewCo to SBA; NOW THEREFORE, TeleCorp and SBA do hereby agree as follows: 1. Assets Purchased by NewCo from TeleCorp. At Closing, TeleCorp agrees --------------------------------------- to grant, bargain, sell, convey and assign to NewCo, TeleCorp's entire right, title and interest in and to the following (collectively, the "Assets"): (a) those ground leases specified in Schedule I attached hereto and any addenda thereto ("Prime Leases") together with any and all easements for ingress, egress and utilities which are attendant to the Prime Leases; (b) those towers, tower foundations, utilities, fences, landscaping and other improvements owned by TeleCorp which are constructed upon or appurtenant to the real property described in the Prime Leases (collectively "Tower Facilities") (excluding (i) TeleCorp's antennas, cabling, RBS units, equipment grounding grids, and related appurtenances) and (ii) antennas and other equipment owned by tenants under Collocation Agreements (as defined in paragraph 1(c) below)) specified in Schedule I attached hereto; (c) those subleases, licenses and other agreements which grant others a right to use or occupy a portion of the real property described in the Prime Leases or grant a right to use or occupy space on the Tower Facilities owned by TeleCorp which are located on the real property described in the Prime Leases ("Collocation Agreements"). Said Collocation Agreements are specified in Schedule I attached hereto; (d) all right, title and interest of TeleCorp, if any, in and to all (i) covenants, restrictions, agreements, development rights, air rights, density rights, drainage rights, riparian and/or littoral rights benefiting the Sites, (ii) utility mains, service laterals, hydrants, valves and appurtenances servicing the Sites, (iii) utility deposits and reservation fees paid by or on behalf of TeleCorp with respect to the Sites, and (iv) oil, gas, minerals, soil, flowers, shrubs, crops, trees, timber, compacted soil, submerged lands and fill appurtenant to the Sites. (e) the following items for each Site (to the extent available and assignable): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by TeleCorp; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which TeleCorp has made application; (iii) the construction, engineering, architectural or other plans or drawings and related site plans, plats and surveys pertaining to the construction of the Tower Facilities; (iv) the geotechnical report which has been commissioned by TeleCorp; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site; (vi) the environmental assessments, including Phase I reports, and any environmental reports involving contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Sites or neighboring real property; and (vii) any development rights and other information written or otherwise regarding the due diligence investigation made by TeleCorp or its agents, independent contractors or employees regarding the Site. The items described in paragraph 1(e) may hereinafter be collectively referred to as "Due Diligence Items" and shall be more particularly described in the Assignment of Prime Lease for each Site, a copy of the prototype Assignment of Prime Lease is attached hereto as Attachment A. The Prime Leases, Tower Facilities, Collocation Agreements and Due Diligence Items may hereinafter be collectively referred to in this Agreement as the "Assets." 2. Stock Purchase. At Closing, subject to the terms and conditions of -------------- this Purchase Agreement, TeleCorp will sell and transfer all of the Shares to SBA and SBA will purchase all of the Shares from TeleCorp. SBA and SBA Telecommunications, Inc. covenant that within twelve (12) months of the Closing, SBA and SBA Telecommunications, Inc. shall merge NewCo with or transfer the assets of NewCo to SBA Properties, Inc. provided that at the date which is twelve (12) months after the Closing Date there is no pending litigation against NewCo with damage allegations in excess of in the aggregate sum of Five Hundred Thousand and No/100 Dollars ($500,000.00). SBA Properties, Inc. covenants that it shall consent to the merger of NewCo or, if applicable in the instance of an transfer of the assets of NewCo, shall assume and agree to perform all liabilities and obligations of NewCo. 3. Purchase Price. -------------- (a) The purchase price for the Shares shall be Sixty-Nine Million Seven Hundred Fifty-Seven Thousand Five Hundred and No/100 Dollars ($69,757,500.00), subject to all adjustments, credits and prorations provided for in this Agreement (the "Purchase Price"). SBA shall within ten (10) days after the date of this Agreement place ten percent (10%) of the Purchase Price in escrow (the "Deposit"). The Deposit shall thereafter be subject to and governed by the terms of the Escrow Agreement which is attached hereto and incorporated by reference herein as Attachment B. The Deposit shall be paid to TeleCorp by the escrow agent at Closing. The failure of SBA to place the Deposit in escrow pursuant to the Escrow Agreement with ten (10) days after the date of this Agreement shall give TeleCorp the right, but not the obligation to declare SBA in breach of this Agreement, in which case TeleCorp shall be entitled to such remedies against SBA for breach of contract which may be available to TeleCorp at law or in equity, including but not limited to, an action for damages and specific performance and the right to terminate this Agreement. The remainder of the Purchase Price shall be paid to TeleCorp by SBA at closing by wire transfer of immediately available funds to an account or accounts identified by TeleCorp at or prior to Closing. The parties acknowledge and agree that the number of Sites which may be transferred pursuant to this Agreement cannot exceed Two Hundred Thirteen (213) due to limitations placed upon TeleCorp under the terms of existing credit agreement with Chase Manhattan Bank and certain other lenders and parties thereto (the "Credit Agreement"). In the event that the Credit Agreement is amended to permit more Sites to be transferred, the parties will amend this Agreement to increase the number of Sites up to and including Two Hundred Seventy-Five (275) completed Sites and the aggregate purchase price to Ninety Million Sixty Two Thousand Five Hundred and No/100 Dollars ($90,062,500.00). The additional Sites which will become subject to this Agreement in the event that the Credit Agreement is amended to permit more Sites to be transferred are or shall be set forth on Schedule IA attached hereto. In the event that Schedule IA does not include sixty two (62) additional sites and the Credit Agreement is amended to permit the sale of these additional sites, TeleCorp shall supplement Schedule IA after the Effective Date to bring the total number of sites on Schedule IA to sixty two (62) provided that SBA shall have ninety (90) days from the date that any Site is added to Schedule IA to complete its due diligence under Section 7(a) for that Site. The Purchase Price may also be subject to reduction in accordance with Section 7(f) of this Agreement for any Excluded Sites. (b) (i) All taxes, real estate assessments, utility charges, rents payable under the Prime Leases and similar expenses will be prorated as of 12:01 A.M. on the Closing Date on the basis of a 365-day year; provided, however, that -------- ------- TeleCorp shall pay through the month following the Closing Date, rent under the Prime Leases and shall be entitled to reimbursement from SBA for the prorated amount thereof as of the Closing Date. Rents and other fees accruing under Collocation Agreements on the Sites that are not more than thirty (30) days delinquent will be prorated as of 12:01 a.m. on the Closing Date on the basis of a 30-day month. If TeleCorp receives any rents or other receipts subsequent to the Closing Date which relate to any period of time subsequent to the Closing Date, TeleCorp will immediately pay to SBA that portion of the rents attributable to the period of time subsequent to the Closing Date. If SBA receives (whether from a tenant or from TeleCorp) any rents or other receipts subsequent to the Closing Date which relate to any period of time prior to thirty (30) days prior to the Closing Date, SBA will immediately pay to TeleCorp the portion of the rents attributable to the period of time prior to thirty (30) days prior to the Closing Date. Any rents or other receipts received subsequent to the Closing Date shall be applied first to current sums due and, thereafter, to delinquencies in inverse order of maturity. All utility deposits and reservation fees paid by or on behalf of TeleCorp in connection with the Sites will be assigned and transferred to NewCo. (ii) If, on the Closing Date, the current real property tax bill with respect to the Sites is not available, the amount of real property taxes will be apportioned based on the prior year's tax. Any apportionment of taxes based upon any figures other than a final current year tax bill will, at the request of either TeleCorp or SBA, be subsequently reapportioned based upon receipt of the final tax bill for the current year. (iii) If any of the prorations cannot be calculated accurately on the Closing Date, then the same will be calculated within sixty (60) days after the Closing Date and either party owing the other party a sum of money based on such subsequent prorations will promptly pay the sum to the other party. The terms of this Section 3 will survive the Closing. (iv) The parties acknowledge and agree that the transfer anticipated by this transaction will be taxable under section 1060 of the Internal Revenue Code. The parties agree that they will each file the appropriate forms with the IRS in reporting this transaction. SBA covenants that it will prepare said filings and cause NewCo to prepare such filings consistently with allocations made by TeleCorp. 4. Closing. ------- (a) Time and Place. Subject to those provisions of Section 12 -------------- permitting the termination of this Agreement prior to Closing, the closing ("Closing") of the sale and purchase of the Shares shall take place on the 1st day of March, 2001 ("Closing Date") at TeleCorp's offices in Arlington, Virginia, or at such other time or at such other place as the parties may agree in writing. If the Closing has not occurred on or prior to the 1st day of May, 2001, then either TeleCorp or SBA may elect to terminate this Agreement. In the event that SBA rejects less than twelve (12) of the Sites on Schedule I or, in the event that the Credit Agreement is amended to permit Two Hundred Seventy- Five (275) Sites to be subject to this Agreement and in such event SBA rejects less than fifteen (15) of the Sites set forth on Schedules I and IA, those Sites not rejected by SBA shall be transferred to NewCo in accordance with the terms of this Agreement and NewCo shall be acquired by SBA on the date which is ten (10) days following the expiration of the Due Diligence Period or at such other date as the parties may mutually agree but in no event later than the date which is thirty (30) days after the expiration of the Due Diligence Period and the Purchase Price for the Sites being transferred at the initial Closing shall be reduced by an amount equal to the number of Sites which are not subject to the Closing multiplied by Three Hundred Twenty Seven Thousand Five Hundred and No/100 Dollars ($327,500.00). Notwithstanding the First Closing, SBA shall remain obligated to attempt to cure Defects associated with those Sites rejected by SBA in accordance with the terms of this Agreement. Upon the completion of any Curative Action on the remaining Sites which have been rejected by SBA, those Sites shall be transferred to NewCo and NewCo shall be obligated to purchase each Site on the Closing Date utilizing the same form of Documents for the transfer to NewCo. SBA shall pay, as the purchase price for the Sites being transferred at such subsequent closing, an amount equal to the number of Sites which are subject to the closing multiplied by Three Hundred Twenty Seven Thousand Five Hundred and No/100 Dollars ($327,500.00). (b) Obligations of TeleCorp at the Closing. At the Closing, TeleCorp -------------------------------------- shall deliver to SBA the following: (i) one or more assignments of leases conveying all of the Prime Leases to NewCo in substantially the same form as set forth in Attachment A. To the extent that an affiliate of TeleCorp has entered into a guaranty, surety or other agreement in which the affiliate has committed to secure the payment of rent or the performance of TeleCorp's obligations under the Prime Lease ("TeleCorp Guarantor") , SBA shall use commercially reasonable efforts to obtain a release of the TeleCorp Guarantor which efforts shall include but necessarily be limited to the offer of a guaranty, surety or other agreement by SBA and/or an entity owned or controlled by SBA other than SBA Communications Corporation ("SBA Guaranty") to secure the performance of NewCo under the Prime Lease and the disclosure to the lessor under the Prime Lease of the financials of SBA and/or the other entities which SBA proposes to act in the capacity of a guarantor, provided, however, that the inability of SBA or NewCo to obtain a release of the TeleCorp Guarantor after the use of commercially reasonable efforts shall not allow TeleCorp to terminate this Agreement as it relates to the Site or Sites for which SBA has been unable to obtain releases of the TeleCorp Guarantors. It is understood and agreed by SBA and TeleCorp that NewCo is a special purpose entity whose obligations cannot be the subject of an SBA Guaranty and, as a result, another company ("NewCo II") shall be established into which those leases for which an SBA Guaranty has or shall be given shall be transferred. In the event that NewCo II is established for this purpose, SBA shall be obligated to acquire the stock of NewCo II and the parties shall be subject to those obligations, duties and liabilities imposed by this Agreement with regard to NewCo II and the Sites transferred to NewCo II as are imposed by this Agreement for Sites transferred to NewCo; (ii) one or more bills of sale from TeleCorp or its Vendors conveying all of the Tower Facilities and Assets to NewCo, in substantially the same form as set forth in Attachment C; (iii) one or more assignments of leases conveying all of the Collocation Agreements to NewCo in substantially the same form as set forth in Attachment D; (iv) a certificate by an executive officer of TeleCorp, confirming the matters set forth in Section 10; (v) a certificate of the secretary of TeleCorp attesting to (A) the organizational documents of TeleCorp and the organizational documents of NewCo, (B) the resolutions adopted by the board of directors (or similar body) of TeleCorp duly authorizing the execution, delivery and performance of this Agreement by TeleCorp and the execution and delivery by TeleCorp and NewCo, as applicable, of all instruments and documents contemplated hereby, and (C) the signatures of the officers or authorized representatives of TeleCorp who have been authorized on behalf of TeleCorp to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (vi) a good standing certificate of TeleCorp from the Secretary of State of Delaware; (vii) a good standing certificate of NewCo in Delaware; (viii) originals of all Due Diligence Items in TeleCorp's or NewCo's (or their agents or affiliates) possession relating to the use, operation, and management of the Assets (including all original files), including the Prime Leases and Collocation Agreements; provided, however, that SBA shall copy all -------- ------- original documents provided by TeleCorp and NewCo and return a copy of such documents to TeleCorp promptly after Closing and upon request from TeleCorp from time to time, but in no event later than thirty (30) days after the Closing Date; (ix) an opinion of counsel (subject to qualifications and limitations customary for transactions of the type contemplated by this Agreement) under Massachusetts law to TeleCorp and NewCo addressed to SBA and in a form and substance reasonably satisfactory to SBA (a) that TeleCorp and NewCo are duly organized, validly existing and in good standing in the states of their organization, that TeleCorp is duly qualified to transact business in all applicable jurisdictions and that TeleCorp and NewCo have the corporate power and authority to own their properties, transact their respective business and enter into this Agreement and the documents contemplated hereby, (b) that this Agreement and the Master Build-to-Suit Agreement and the Master Site Agreement attached hereto as Attachments E and F have been duly authorized, executed and delivered by TeleCorp and NewCo, are valid, binding and enforceable in accordance with their respective terms, and do not violate the articles of incorporation or by-laws of TeleCorp or NewCo or to the knowledge of such counsel, assuming the receipt of the approvals referenced in Schedule II, any agreement known to such counsel to which TeleCorp or NewCo is a party or by which the Assets are bound, result in the creation of a lien or other encumbrance upon any of the Assets, violate a judgment or decree of any governmental authority, provided that no such opinions shall be given with respect to the Prime Leases or the Collocation Agreements, (c) that there are no judicial actions or proceedings pending or threatened against TeleCorp or NewCo which are known to such counsel that challenge the validity of this Agreement or the transactions or documents contemplated hereby, and (d) that the Shares have been duly and validly issued, fully paid and are non-assessable. (x) such certificates of officers and other documents as reasonably may be requested by SBA prior to the Closing to consummate this Agreement and the transactions contemplated hereby; (xi) an affidavit to SBA's title insurer, in form and substance reasonably acceptable to SBA, which will be sufficient to have the standard printed exceptions deleted from the title insurance policies to be obtained by SBA for NewCo and to obtain a non-imputation endorsement with respect to such policies; (xii) affidavits that the TeleCorp Parties are not "foreign persons" under Section 1445(f)(3) of the Code; and (xiii) all keys and other securities devices to the Site Facilities. (c) Obligations of SBA at the Closing. At the Closing, SBA shall --------------------------------- execute, or cause to be executed, and shall deliver to TeleCorp such certificates of officers and other documents as reasonably may be requested by TeleCorp prior to the Closing to consummate this Agreement and the transactions contemplated hereby. At the Closing, SBA shall deliver to TeleCorp the following: (i) a certificate by an executive officer of SBA, confirming the matters set forth in Section 11; (ii) a certificate of the secretary of SBA attesting to (i) the organizational documents of SBA, (ii) the resolutions adopted by the board of directors of SBA duly authorizing the execution, delivery and performance of this Agreement by SBA and the execution and delivery by SBA of all instruments and documents contemplated hereby, and (iii) the signatures of the officers or authorized representatives of SBA who have been authorized on behalf of SBA to execute and deliver this Agreement and any other agreement executed or to be executed in connection herewith; (iii) a certificate of authority showing that SBA is qualified to conduct business in the State of Florida; (iv) such certificates of officers and other documents as reasonably may be requested by TeleCorp prior to the Closing to consummate this Agreement and the transactions contemplated hereby; and (v) an opinion of counsel (subject to qualifications and limitations customary for transactions of the type contemplated by this Agreement) under Florida law to SBA addressed to TeleCorp and in a form and substance reasonably satisfactory to TeleCorp (a) that SBA is duly organized, validly existing and in good standing in the state of its organization, is duly qualified to transact business in all applicable jurisdictions and has the power and authority to own the properties to be transferred to NewCo, transact business and enter into this Agreement and the documents contemplated hereby, (b) that this Agreement and the Master Build-to-Suit Agreement, and the Master Site Agreement attached hereto as Attachments E and F have been duly authorized, executed and delivered by SBA, are valid, binding and enforceable in accordance with their respective terms, and do not violate the articles of incorporation or by-laws of SBA or any agreement known to such counsel to which SBA is a party or by which the assets will be bound, result in the creation of a lien or other encumbrance upon any of the Assets, or violate a judgment or decree of any governmental authority, provided that no such opinions shall be given with respect to the Prime Leases or Collocation Agreements, and (c) that there are no judicial actions or proceedings pending or threatened against SBA which are known to such counsel that challenge the validity of this Agreement or the transactions or documents contemplated hereby (provided, however, such counsel shall be permitted to assume that the law of Virginia is the same as the law of Florida); and (vi) the Purchase Price. (d) TeleCorp's Conditions Precedent to Closing. It shall be a ------------------------------------------ condition precedent to TeleCorp's obligation to consummate the transactions contemplated by this Agreement that the following conditions shall be satisfied (or waived in writing by TeleCorp in its sole and absolute discretion) on or prior to the Closing Date: (i) any applicable waiting period under the HSR Act shall have expired or been terminated; (ii) all representations and warranties of SBA are true without giving effect to any qualification on SBA's knowledge to any such representation and warranty made in this Agreement shall have been as of the Effective Date of this Agreement, and shall be on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date, true and correct in all material respects; (iii) all of the terms, covenants and conditions of this Agreement to be complied with and performed by SBA on or prior to the Closing Date shall have been complied with and performed in all material respects; (iv) no action shall have been instituted or threatened by any person, entity or governmental authority, involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby or the enjoyment of the benefits thereof; (v) SBA shall have delivered or caused to be delivered to TeleCorp at Closing those items specified in Section 4(c) and all other items required to be delivered by SBA pursuant to this Agreement; (vi) neither the consummation nor the performance of the transactions contemplated hereby will (with or without notice or passage of time), directly or indirectly, materially contravene, or conflict, or result in a material violation of, or cause TeleCorp or any person or entity affiliated with TeleCorp to suffer any material adverse consequences under any existing, published, introduced or otherwise proposed, legal requirement or order; (vii) SBA shall, at the Closing, pay or cause to be paid the Purchase Price; (viii) TeleCorp shall have obtained the all of the third party approvals set forth on Schedule II; (ix) SBA shall have executed and delivered to TeleCorp (A) a Master Build-to-Suit Agreement in the form attached hereto as Attachment E which provides that SBA is to develop and construct not fewer than two hundred (200) communications towers and tower sites for TeleCorp, and (B) a Master Site Agreement in the form attached hereto as Attachment F together with SLAs, as that term is defined in the MSA, for each Site which is conveyed to SBA at Closing; (x) If the transactions contemplated by this Agreement are consummated, SBA shall on the Closing Date or thereafter as directed by TeleCorp reimburse TeleCorp for (A) the cost of all deed or other transfer taxes resulting directly from the transfer of the Assets to NewCo (including all documentary stamp taxes) and any sales and other transfer taxes resulting from any of the transactions contemplated by this Agreement, and (B) all recording costs of the deeds and the Assignment of Prime Leases (other than recording costs associated with releases and other documents required to clear title or to comply with TeleCorp's obligations hereunder, which costs will be paid by TeleCorp) upon receipt of invoices for the same; (xi) TeleCorp waiving its rights to avoid this Agreement pursuant to section 7(g) if SBA rejects more than twelve (12) Sites or, in the event that the Credit Agreement is amended to permit Two Hundred Seventy-Five (275) Sites to be subject to this Agreement and in such event SBA rejects less than fifteen (15) of the Sites set forth on Schedules I and IA, pursuant to section 7(b) of this Agreement; and (xii) TeleCorp obtaining written instruments in a form and content reasonably acceptable to TeleCorp from not less than fifty (50) percent of the ground lessor's for those Sites which are subject to this Agreement which instruments grant TeleCorp the right to cure any default by NewCo under the terms of the Prime Lease. (e) SBA's Conditions Precedent to Closing. It shall be a condition ------------------------------------- precedent to SBA's obligation to consummate the transactions contemplated by this Agreement that the following conditions shall be satisfied (or waived in writing by SBA in its sole and absolute discretion) on or prior to the Closing Date: (i) Any applicable waiting period under the HSR Act shall have expired or been terminated; (ii) All representations and warranties of TeleCorp are true without giving effect to any qualification on TeleCorp's knowledge to any such representation and warranty made in this Agreement shall have been as of the Effective Date of this Agreement, and shall be on and as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date, true and correct in all material respects; (iii) All of the terms, covenants and conditions of this Agreement to be complied with and performed by TeleCorp and/or NewCo on or prior to the Closing Date shall have been complied with and performed in all material respects; (iv) No actions shall have been instituted or threatened by any person, entity or governmental authority involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby or the enjoyment of the benefits hereof; (v) TeleCorp shall have delivered or caused to be delivered to NewCo and SBA at Closing those items specified in Section 4(b) and all other items required to be delivered by TeleCorp pursuant to this Agreement; (vi) Neither the consummation nor the performance of the transactions contemplated hereby will (with or without notice or passage of time), directly or indirectly, materially contravene, or conflict, or result in a material violation of, or cause SBA or any person or entity affiliated with SBA, to suffer any material adverse consequences under any existing, published, introduced, or otherwise proposed, legal requirement or order; (vii) No claim shall have been asserted or threatened by any person or entity asserting that such person or entity is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity or ownership interests in, NewCo or the Assets or is entitled to all or any portion of the consideration payable for the Shares; (viii) TeleCorp shall have good title to the Shares free and clear of all liens and encumbrances; (ix) TeleCorp shall have executed and delivered to SBA (A) a Master Build-to-Suit Agreement in the form attached hereto as Attachment E which provides that SBA is to develop and construct not fewer than two hundred (200) communications towers and tower sites for TeleCorp and (B) a Master Site Agreement in the form attached hereto as Attachment F together with SLAs, as that term is defined in the MSA, for each Site which is conveyed to SBA at Closing; (x) NewCo shall have good and marketable title to the Assets, free and clear of all liens and encumbrances; and (xi) NewCo and SBA shall have obtained all third party approvals and/or non-disturbance agreements from all governmental and regulatory agencies, mortgagees, secured parties or other third parties deemed necessary by SBA in order to consummate the transactions contemplated by this Agreement and in order for SBA to obtain title insurance for NewCo's contemplated interest in the Sites other than (A) approvals or estoppels from the landlords under the Prime Leases or (B) approvals or non-disturbance agreements from mortgagees and secured parties having liens or security interests upon the fee simple interest in the real property leased under any of the Prime Leases; provided, however, that not obtaining such approvals or non-disturbance agreements shall not affect or otherwise limit SBA's rights under Section 7(b)(ix) of this Agreement. 5. TeleCorp's and NewCo's Operation of Business Prior to Closing. ------------------------------------------------------------- Between the Effective Date of this Agreement and the Closing Date, TeleCorp will, and to the extent applicable will cause NewCo to: (a) continue to operate the Assets in the usual and ordinary course (i.e., actions taken in the ordinary course of the normal day to day operations of TeleCorp consistent with the past practices of TeleCorp, not required to be authorized by the board of directors of any TeleCorp Party (or by any person or group of persons exercising similar authority) and similar in nature and magnitude to actions customarily taken by TeleCorp) and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders; (b) at Closing assign and transfer all of the Assets from TeleCorp to NewCo pursuant to documents and instruments acceptable to SBA; (c) except as set forth in clause (b) above, not assign, sell, or otherwise transfer or dispose of, or grant a lien upon or security interest in, or otherwise encumber, any of the Assets or Shares. Notwithstanding the foregoing, any Sites which are rejected by SBA and constitute Excluded Sites shall no longer be subject to this section 5(c). (d) maintain all of the Assets in their present condition, reasonable wear and tear, casualty and ordinary usage excepted; (e) maintain all governmental permits and approvals affecting the Assets or the operation of the Assets; (f) maintain existing relations and goodwill with ground lessors, tenants, suppliers, customers, creditors, agents and all other having business relationship with TeleCorp to the extent those relationships arise out of or are related to the Assets; (g) cause the Prime Leases, Collocation Agreements and any other agreement, contract, obligation, promise or undertaking (whether written or oral and whether expressed or implied) to which the TeleCorp Entities are parties or by which the Assets are bound (collectively, "Other Contracts") to have been paid and performed in all material respects by the TeleCorp Entities to the extent required to be performed as of the Closing Date; (h) not enter into any Prime Lease, Collocation Agreement or Other Contract related to the Sites identified on Schedule I attached hereto other than those identified on Schedule I attached hereto or disclosed in the closing binders for the Sites provided to SBA by TeleCorp ("Closing Binders"), or modifications of these agreements without the prior consent of SBA which consent shall not be unreasonably withheld or delayed and Collocation Agreements satisfactory to SBA in its reasonable discretion. Notwithstanding the foregoing, any Sites which are rejected by SBA and constitute Excluded Sites shall no longer be subject to this section 5(h); (i) not renew, modify or terminate the Prime Leases, Collocation Agreements and Other Contracts set forth on Schedule I attached hereto without the consent of SBA, not to be unreasonably withheld; (j) permit SBA to, without any obligation to do so, contact any governmental authority about any permits or legal requirements concerning TeleCorp, NewCo or the Sites and contact any party to any of the Prime Leases, Collocation Agreements or Other Contracts related to the Sites, Prime Leases or Collocation Agreements or other Person about TeleCorp or the Prime Leases or the Collocation Agreements or any other aspects of the Property. TeleCorp covenants that it shall within fifteen (15) days after the Effective Date for each Site which is listed on Schedule I and shall within fifteen (15) days after the date that any Site listed on Schedule IA becomes subject to subject to this Agreement send correspondence to each Prime Lessor in a form (w) which is mutually agreeable to TeleCorp and SBA, (x) which requests that the Prime Lessor consent to the proposed assignment of the Prime Lease to NewCo and the subsequent acquisition of the stock in NewCo by SBA, (y) which includes certain estoppel information and (z) which includes a covenant allowing TeleCorp the right to cure any default by SBA under the terms of the Prime Leases ("Prime Lease Consents"). In the event that TeleCorp fails to send the Prime Lease Consents on or before the date which is fifteen (15) days after the Effective Date, the Due Diligence Period shall be extended for each Site for which the Prime Lease Consents have not been sent by one (1) day for each day after said fifteen (15) day period until the Prime Lease Consents are sent. SBA may contact Prime Lessors, tenants under Collocation Agreements and parties to the Other Contracts related to the Site but shall only contact the Prime Lessors after TeleCorp has sent the Prime Lease Consents and in the instance of the Collocation Agreements and Other Contracts TeleCorp, shall only contact these entities after TeleCorp has disclosed the existence of this transaction to these entities; (k) cause all officers and directors of NewCo to resign from all such positions with NewCo as of the Closing Date and release NewCo from any claims they may have against NewCo; provided, that NewCo provides a full release of any claims it may have against all such officers which release shall contain a covenant of NewCo to continue its indemnification under NewCo's articles of incorporation and by-laws as in effect on the date immediately preceding the Closing Date; (l) execute and file the Certificate of Incorporation attached hereto and incorporated in this Agreement as Attachment H with the Secretary of State of the State of Delaware and adopt those Bylaws attached hereto and incorporated in this Agreement as Attachment I; (m) not allow NewCo to conduct any business outside those activities described in the Articles of Incorporation attached hereto as Attachment H; (n) maintain insurance coverage with respect to the Assets at presently existing levels so long as such insurance is available at commercially reasonable rates; (o) not allow NewCo to make a capital expenditure; (p) not allow NewCo to incur any indebtedness; (q) except as required by law or regulation, not provide any confidential or proprietary information with respect to NewCo's business to any person other than SBA or its Affiliates; (r) not take any action which could be reasonably expected to prevent or materially delay the consummation of the transactions contemplated in this Agreement; (s) not allow NewCo to make any distributions of cash; (t) not allow NewCo to guarantee any indebtedness or make any loans of any nature whatsoever (provided, however, that NewCo shall be permitted to assume the obligations of the TeleCorp Entities under the Prime Leases and Collocation Agreements); (u) send copies of all mail and/or other correspondence addressed to NewCo or relating to the Assets to SBA; and (v) not take any action or fail to take any action that would constitute a default in any material respect under the Prime Leases, Collocation Agreements or Other Contracts. 6. Access to Site and Information. At reasonable times prior to the ------------------------------ Closing Date, TeleCorp will provide SBA and its representatives with reasonable access during business hours to the Assets; provided, however, that SBA shall -------- ------- provide TeleCorp twenty-four (24) hours notice prior to entry and in no event shall SBA, its representatives, agents, contractors, architects, engineers or invitees interfere with or impede TeleCorp's activities on any Site. SBA will repair any damage to any Site caused by SBA. SBA will indemnify and hold TeleCorp harmless from any claims suffered or incurred by TeleCorp as a result of SBA's, its representatives, agents, contractors, architects, engineers and invitees entry upon any Site prior to the Closing. 7. Due Diligence and Adjustments to Schedule "I". --------------------------------------------- (a) Due Diligence. SBA shall, commencing of the Effective Date of ------------- this Agreement and concluding on or before the date which is ninety (90) days after the Effective Date, complete its review of the Due Diligence Items and any other due diligence investigation of NewCo and the Assets which it deems necessary (the "Due Diligence Period"). In the event that the Credit Agreement is amended to permit Two Hundred Seventy-Five (275) Sites to be subject to this Agreement, the Due Diligence period for the Sites on Schedule IA shall begin on the date that notice of the Amendment to the Credit Agreement is received by SBA and shall extend for a period of ninety (90) days thereafter, provided, however, that the inclusion of these additional sites shall not affect the commencement or expiration of the Due Diligence Period for those Sites on Schedule I. TeleCorp warrants and represents that the copies of the Due Diligence Items provided to SBA are and will be true and correct copies of the Due Diligence Items which were prepared by TeleCorp or on TeleCorp's behalf relating to NewCo and the Assets. SBA acknowledges that some of the Due Diligence Items were obtained by TeleCorp before or at the time the Assets were constructed and that changes to the Assets which may have occurred subsequent to the preparation of the Due Diligence Items will not be reflected therein. TeleCorp does not warrant the accuracy or completeness of any Due Diligence Items which were prepared on its behalf by third party vendors. (b) Rejection of Sites. If SBA discovers a Defect associated with any ------------------ Asset, SBA shall be entitled, on or before the date which is ninety (90) days after the Effective Date to reject the Site and all Assets to which such Asset is related, subject, however, to TeleCorp's right under Section 7(c) and 7(d) below. For the purposes hereof, the term "Defect" shall mean and refer to one of the following defects in any Asset: (i) Investigation of Title. Any lien or encumbrance upon or any ---------------------- matter which as to such lien, encumbrance or other matter does or could materially prohibit, restrict, impair or adversely affect SBA's or NewCo's intended use of the Site as a multi-user telecommunications facility (the "Intended Use"), including, without limitation, any such lien or encumbrance upon an Asset, any such lien or encumbrance upon the real property leased under any Prime Lease securing liabilities in excess of $100,000 as to which non- disturbance has not been afforded to the tenant under the Prime Lease pursuant to a non-disturbance agreement reasonably satisfactory to SBA, the failure of NewCo to have title to any Asset, the failure of any ground lessor under any of the Prime Leases to have title to the real property which is the subject of such Prime Lease, any material defect in the legal description of any property subject to a Prime Lease, any matter affecting title to the real property which is the subject of any Prime Lease which does or could prohibit, restrict, impair or adversely affect in any manner the use and operation of the Sites or Assets for the Intended Use; and (ii) Surveys. Any matter revealed by a survey of any Site which does ------- or could prevent, restrict, impair or adversely affect in any material respect any Site or Asset from being used by SBA or NewCo for the Intended Use, including, without limitation, any discrepancy between the legal description for the applicable parcel of real property shown on the applicable survey and that set forth in the title evidence for the applicable Site, any of the Assets for the applicable Site shown to be outside of the boundaries of the applicable parcel of real property, any encroachments of improvements from adjoining parcels of real property, evidence of rights of claims of parties in possession other than the ground lessors under the Prime Leases or the tenants under the Collocation Agreements, evidence of overlaps or boundary line disputes or evidence of easements not of public record interfering with the Intended Use of the Assets; and (iii) Environmental Assessments. Any Phase I environmental assessment ------------------------- which indicates any Site having in the past been used, or presently being used, for the handling, storage, transportation, or disposal of hazardous or toxic substances, materials, pollutants or waste (or similar items under applicable environmental laws, rules or regulations) or any of the foregoing having been released upon such Site (provided, however, that no soil samples, borings or -------- ------- other invasive environmental testing may be performed prior to the Closing Date without the prior written consent of TeleCorp but the failure to grant such consent in the event SBA shall have obtained a Phase I environmental assessment which recommends such testing shall constitute a Defect for the purposes hereof); (iv) Zoning and Other Compliance. The use and operation of any Site --------------------------- or applicable Assets for the Intended Use not complying with any applicable law, ordinance, order, rule or regulation of any federal, state, county, town or other entity exercising executive, legislative, judicial, regulatory or administrative functions (in each instance a "Governmental Authority") including all building, zoning, land use, subdivision, setback, platting, FAA or FCC matters or any easements, restrictive covenants or similar matters of record which pertain to the Site or Asset, or any permit, license, authorization, certificate of occupancy, certificate of completion, variance or similar approval of any Governmental Authority (in each instance, a "Permit") failing to have been validly issued and in full force and effect and fully paid for. (v) Defects. The existence of any material physical, structural or ------- mechanical defects in any of the Assets or the failure of any of the communications towers included in the Assets to have been constructed to its intended capacity as contemplated by the building plans contained in the Due Diligence Items made available to SBA. (vi) Utilities. The failure of any electric, telephone, drainage --------- facilities or other utilities required for the use and operation of the Site or Assets to be installed up to the boundaries of the Site within valid, written, recorded easements or the failure of such utilities to be in good working order, meet all current legal requirements or to be of adequate size and capacity to service the Site and Assets. (vii) Access. The failure of any Site to have adequate, direct, ------ indefeasible legal and practical pedestrian and vehicular access to public roads. (viii) Condemnation. Any Site (or a portion thereof) as to which ------------ there are present or pending legal or administrative proceedings relating to condemnation or other taking by any Governmental Authority would adversely affect SBA's and NewCo's Intended Use. (ix) Prime Leases. Either TeleCorp (prior to the Closing Date) or ------------ NewCo (on the Closing Date) failing to hold a valid leasehold interest under the applicable Prime Lease, the applicable Prime Lease failing to be in full force and effect, the Prime Lease having been modified or amended except as set forth on Schedule I attached hereto or as disclosed in the Closing Binders for the Sites, any person or entity other than TeleCorp (prior to the Closing Date) or NewCo (on the Closing Date) or sublessees, sublicensees or licensees under the Collocation Agreements to be in possession of the premises under the applicable Prime Lease, TeleCorp not having paid the rent set forth in each of the Prime Leases on a current basis through the Closing Date, NewCo being obligated to pay any rent or other charges to any of the lessors under the Prime Leases other than as set forth in documents identified on Schedule I or as disclosed in the Closing Binders for the Sites, any default under any of the Prime Leases or event which, with the giving of notice or the passage of time or both, would constitute such a default, the applicable Prime Lease failing to have at least fifteen (15) years remaining in the term thereof (including any renewal terms which the tenant thereunder is entitled to exercise without limitation), the applicable Prime Lease containing any "payment in kind" arrangements or the inability of TeleCorp and SBA to obtain a properly executed Prime Lease Consent from each Prime Lessor in substantially the same form as have been approved by Telecorp and SBA. (x) Collocation Agreements. The failure of TeleCorp (prior to the ---------------------- Closing Date) or NewCo (after the Closing Date) to have a valid landlord's or licensor's interest under the applicable Collocation Agreement, the applicable Collocation Agreement failing to be in full force and effect, the applicable Collocation Agreement having been modified or amended except as set forth on Schedule I or as disclosed in the Closing Binders for the Sites, any tenant under a Collocation Agreement being entitled to any rental concession or abatements in rent except as set forth in the Collocation Agreement set forth on Schedule I or as disclosed in the Closing Binders for the Sites, any material default under the applicable Collocation Agreements or event which, with the giving of notice or the passage of time or both, would constitute such a default, any tenant under the applicable Collocation Agreements asserting any claims, offsets or defenses of any nature whatsoever to the performance of its obligation under its Collocation Agreement or event which, with the giving of notice or the passage of time or both, would constitute the basis of such claim, offset or defense or there being any leases, subleases, licenses or other occupancy agreements (written or oral) other than the Collocation Agreements set forth on Schedule I which grant any possessory interest in or to the applicable Site or Assets. (xi) Taxes. There being any real or personal property taxes for the ----- Sites or Assets unpaid for any tax year prior to the current tax year. (xii) Accuracy of Representations. The failure of any representation --------------------------- or warranty of TeleCorp made in this Agreement to have been true and correct in all material respects with respect to the applicable Site and Assets as of the Effective Date and the Closing Date. In no event shall SBA disclose to any governmental agency the existence of any actual or alleged failure of any Site to comply with any governmental requirements unless such disclosure is required by any applicable law, ordinance, rule or regulation and SBA first gives notice of such proposed disclosure to TeleCorp. In the event that SBA rejects a Site pursuant to this provision, it shall provide TeleCorp with written notice of such rejection which sets forth with particularity the nature of the Defect and curative action which SBA believes must be undertaken to cure such Defect (in each instance, a "Curative Action"). Any Site for which TeleCorp does not receive a detailed, specific, written rejection from SBA on or before the date which is ninety (90) days after the Effective Date shall be deemed accepted, and SBA shall have no right thereafter to reject such Site. (c) TeleCorp's Right to Effect a Cure. TeleCorp shall have the right --------------------------------- but not the obligation to cure or to require SBA to attempt to cure on or before the date which is one hundred eighty (180) days after the Effective Date any Defects which are alleged by SBA pursuant to paragraph 7(b) with respect to a rejected Site. TeleCorp and SBA shall use commercially reasonable efforts to cure all Defects it alleges on or before the Date which is one hundred eighty (180) days after the Effective Date. In the event that SBA is unable to complete the Curative Actions suggested by it but TeleCorp desires to undertake other curative actions, TeleCorp shall provide SBA with written notice of alternate curative action which TeleCorp proposes be undertaken (including a budget of any costs anticipated to be incurred in connection therewith) (in each instance, "Alternate Curative Action") to permit SBA to evaluate TeleCorp's proposed Alternative Curative Action. In the event that SBA reasonably believes that TeleCorp's Alternate Curative Action will not adequately cure the alleged Defects, may expose SBA, NewCo or the applicable Site or Assets to potential liability or damage or the budgeted costs are commercially unreasonable (unless TeleCorp agrees to pay the portion of such costs which are deemed to be unreasonable), such Site shall continue to be a rejected Site. SBA shall review all evidence of Alternative Curative Actions pursuant to this paragraph and either approve or reject TeleCorp's Alternative Curative Action with respect to such Defect within fifteen (15) business days following the submission of the evidence by TeleCorp. In the event SBA neither rejects nor accepts the Alternative Curative Action within such fifteen (15) business day period, the Defect shall be deemed to be cured. SBA shall be responsible for the first Two Million and No/100 Dollars ($2,000,000.00) of costs and expenses associated with Curative Actions undertaken by SBA or TeleCorp with respect to all Sites ("Curative Threshold"); provided, however, that SBA shall not be responsible for any costs incurred by TeleCorp which are not included within the budget submitted with any Alternative Curative Action. Sums paid by SBA to consultants and other third parties as part of their due diligence investigation of the Assets, including, but not limited to, attorneys, title examiners, Phase I environmental assessment companies, and surveyors shall not be included in said Curative Actions or applied to the Curative Threshold. Notwithstanding the fact that SBA maybe precluded from asserting a Defect as a result of the materiality requirements set forth in section 7(b), SBA shall be entitled to apply any sums paid by SBA for Curative Actions for matters which would constitute Defects but for the materiality standards in Section 7(b) against the Curative Threshold. In the event that TeleCorp terminates this Agreement pursuant to section 7(g), TeleCorp shall reimburse SBA for the actual costs of fees and expenses paid to third parties for Curative Actions which have been completed as of the date that TeleCorp seeks to terminate or avoid this Agreement pursuant to the foregoing provisions, but in no event shall TeleCorp be obligated to reimburse SBA for the fees or expenses incurred by SBA in conducting any due diligence activities. In the event that TeleCorp seeks to avoid this Agreement by the assertion of the conditions precedent in sections 4(d)(viii) or 4(d)(xii), then, and only in these instances, TeleCorp shall reimburse SBA for the actual costs of Curative Actions which have been completed as of the date that TeleCorp seeks to terminate or avoid this Agreement pursuant to the foregoing provisions plus a lump sum fee Five Hundred Thousand and No/100 Dollars ($500,000.00) as compensation for the due diligence activities undertaken by SBA pursuant to this Agreement. (d) TeleCorp's Right to Cure by Substitution. TeleCorp shall have the ---------------------------------------- right to substitute an alternate Site (in each instance, a "Substitute Site") for any Site which is rejected by SBA pursuant to paragraph 7(b) above; provided, however that such Substitute Site shall be substantially similar in - -------- ------- character to the Site which was rejected including the tower type, height, basic character of the location of the tower as either rural, urban or suburban, and annual net operating income. In the event that TeleCorp elects to cure a Site by proposing a Substitute Site, TeleCorp shall provide SBA with copies of the Due Diligence Items for such Substitute Site, and SBA shall have a right to review such materials and reject such Substitute Site in accordance with this paragraph 7 as if the Substitute Site were originally listed on Schedule I except that the time period for rejection shall be extended as necessary to ensure that SBA has a minimum of fifteen (15) business days to determine whether a substitute site is substantially similar and reject such Site and a minimum of thirty (30) days to review the Due Diligence Items and reject such Substitute Site. (e) Defects Not Alleged by SBA. SBA acknowledges that many of the Due -------------------------- Diligence Items have been provided to it by TeleCorp prior to the execution of this Agreement and that SBA has had and shall continue to have until the date which is ninety (90) days after the Effective Date the opportunity to review the Due Diligence items and that SBA has been or will be provided the opportunity to reject Sites which it alleges to be defective in accordance with this paragraph 7. SBA's failure to allege any Defect which actually was or could have been discovered by SBA using commercially reasonable diligence during its review of the Due Diligence Items on or before the expiration of the Due Diligence Period shall thereafter constitute an irrevocable waiver of the right to assert such Defect. TeleCorp shall not be liable to NewCo or SBA for any Defect in any Site or Asset which actually was or could have been discovered by SBA using commercially reasonable diligence during its review of the Due Diligence Items but was not alleged by SBA in accordance with this paragraph 7 and SBA hereby releases TeleCorp from any liabilities relating to or arising from any Defect which actually was or could have been discovered by SBA using commercially reasonable diligence during its review of the Due Diligence Items but was not alleged by SBA in accordance with this paragraph 7. (f) Termination With Respect to Rejected Sites. If a Site or Sites ------------------------------------------- are rejected by SBA under the terms of section 7(b) hereof, and TeleCorp does not cure (or cause a cure) under section 7(c) hereof or TeleCorp does not substitute a Site under Section 7(d) hereof, then SBA may, by written notice to TeleCorp, rescind this Agreement with respect to the Site, and all Assets related thereto, and such Site and Assets shall be removed and excluded from the list of Sites on Schedule "I" ("Excluded Site"). The Purchase Price shall be reduced by an amount equal to Three Hundred Twenty-Seven Thousand Five Hundred and No/100 Dollars ($327,500.00) per Excluded Site. (g) Rejection Limitation and SBA Rejection Threshold. In no event ------------------------------------------------ shall TeleCorp be obligated to consummate the transactions contemplated by this Agreement and TeleCorp may in its sole and absolute discretion terminate this Agreement in the event SBA rejects more than twelve (12) of the Sites which are included on Schedule I (the "Rejection Limitation"). In the event that the Credit Agreement is amended to permit more Sites to be transferred, the parties will amend this Agreement to increase the number of Sites to Two Hundred Seventy-Five (275) and, in such event, the Rejection Limitation shall be increased from twelve (12) to fifteen (15) sites. TeleCorp may assert its right to terminate this Agreement in the event that the Rejection Limitation is exceeded by tendering written notice to SBA of the desire of TeleCorp to terminate this Agreement for this purpose which notice must be received by SBA or said rights shall be irrevocably waived if said notice is not received by SBA on or before the expiration of the date which is thirty (30) calendar days after the Due Diligence Period. In the event that TeleCorp timely terminates this Agreement in accordance with this Section, this Agreement shall thereafter be of no further force or effect except for any provisions which specifically survive the termination hereof and neither party shall thereafter owe any further duties, liabilities or obligations to the other except with respect to provisions which specifically survive termination hereof. In no event shall SBA be obligated to consummate the transactions contemplated by this Agreement and SBA may in its sole and absolute discretion terminate this Agreement in the event that SBA rejects in accordance with section 7(b) of this Agreement more than thirty (30) of the Sites which are included on Schedule I (the "SBA Rejection Threshold") and this Agreement shall thereafter be of no further force or effect except for any provisions which specifically survive the termination hereof and neither party shall thereafter owe any further duties, liabilities or obligations to the other except with respect to provisions which specifically survive termination hereof. SBA may assert its right to terminate this Agreement in the event that the SBA Rejection Threshold is exceeded by tendering written notice to TeleCorp of the desire of SBA to terminate this Agreement for this purpose which notice must be received by TeleCorp or said rights shall be irrevocably waived if said notice is not received by TeleCorp on or before the expiration of the Due Diligence Period. 8. No Solicitation. Following the execution of this Agreement and until --------------- the date that a Site becomes an Excluded Site or TeleCorp exercises its election to terminate this Agreement in accordance with Section 7(g), TeleCorp shall not, nor shall it permit, any officer, director or employee of or any investment banker, attorney, accountant or other representative retained by any of them to (i) solicit, initiate or encourage any other bid for the purchase of any Site, (ii) enter into any agreement with respect to any other bid for the purchase of any Site, or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiry or making of any proposal that constitutes, or may reasonably be expected to lead to, any other bid for the purchase of any Site. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any executive officer of TeleCorp or any investment banker, attorney or other advisor or representative of TeleCorp whether or not such person is purporting to act on behalf of TeleCorp or otherwise, shall be deemed to be in breach of this Agreement. 9. Commercially Reasonable Efforts. ------------------------------- (a) By TeleCorp. TeleCorp will use commercially reasonable efforts to ----------- effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of TeleCorp's obligations under this Agreement, and will do all acts and things as may be required to carry out TeleCorp's obligations under this Agreement and to consummate and complete this Agreement. (b) By SBA. SBA will use commercially reasonable efforts to ------ effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of SBA's obligations under this Agreement, and will do all acts and things as may be reasonably required to carry out SBA's obligations under this Agreement and to consummate and complete this Agreement. 10. Representations and Warranties of TeleCorp. TeleCorp represents and ------------------------------------------ warrants to SBA as follows: (a) Company Existence. Each of the TeleCorp Parties is now, and on ----------------- the Closing Date will be, a limited liability company or a corporation, as applicable, duly organized, validly existing and in good standing under the laws of the State of Delaware or the Commonwealth of Puerto Rico, have all requisite power and authority to own and operate their properties and assets and carry on their business and are good standing in each jurisdiction in which such qualification is required. On the Closing Date, NewCo will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, have all requisite power and authority to own and operate the Assets. (b) Company Power and Authorization. Subject to the receipt of board ------------------------------- approval, TeleCorp has full power, capacity and authority to execute and deliver this Agreement and any other agreement to be executed and delivered by TeleCorp in connection herewith, and to carry out the transactions contemplated hereby. The execution and delivery of this Agreement and any other agreement to be executed or delivered by TeleCorp in connection herewith and the consummation of the transactions contemplated hereby have been duly authorized by all necessary company and member action. No other company proceedings by TeleCorp will be necessary to authorize this Agreement or any other agreement to be executed or delivered by TeleCorp in connection herewith or the carrying out of the transactions contemplated hereby. This Agreement constitutes a valid and binding agreement of TeleCorp enforceable against TeleCorp in accordance with its terms. Upon execution and delivery by TeleCorp, any other agreement to be executed and delivered by TeleCorp in connection herewith will constitute a valid and binding agreement of TeleCorp enforceable against TeleCorp in accordance with its terms. (c) Conflict with Other Agreements and Approvals. With respect to (i) -------------------------------------------- the organizational documents of TeleCorp or NewCo or any resolution or action adopted by TeleCorp or NewCo, (ii) any applicable law, statute, rule or regulation, (iii) assuming the receipt of the approvals referenced in Schedule II, any contract to which TeleCorp or NewCo is or will be a party or may be bound other than the Prime Leases or Collocation Agreements, or (iv) except as related to the Prime Leases and Collocation Agreements, any judgment, order, injunction, decree or ruling of any court or governmental authority to which TeleCorp or NewCo is or will be a party or subject or the Assets are subject, the execution and delivery by TeleCorp of this Agreement and any other agreement to be executed and delivered by TeleCorp in connection herewith and the consummation of the transactions contemplated hereby or thereby will not (a) result in any material violation, conflict or default, or give to others any interest or rights, including rights of termination, cancellation or acceleration, (b) require any authorization, approval, exemption or other action by, person or entity, including any court or administrative or governmental body, which has not been obtained, or any notice to or filing with any court or administrative or governmental body, which has not been given or done, (c) result in the imposition or creating of any encumbrance upon or with respect to any of the Assets. TeleCorp makes no representation or warranty to NewCo or SBA as to whether the Prime Leases and Collocation Agreements are assignable to NewCo without the consent of the Prime Lessor's or whether the acquisition of NewCo by SBA is prohibited by or constitutes an event of default under the Prime Leases. (d) Litigation. Except as set forth on Schedule III, TeleCorp has no ---------- knowledge of any claim, litigation, proceeding, or investigation pending or threatened against TeleCorp that might result in any material adverse change in the condition of Assets or NewCo. (e) Brokerage. TeleCorp has not employed any broker, finder or --------- similar agent in connection with the transactions contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or similar compensation. (f) Accuracy of Representations and Warranties. None of the ------------------------------------------ representations or warranties of TeleCorp contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. TeleCorp knows of no fact that has resulted, or that in the reasonable judgment of TeleCorp will result in a material change in NewCo or the Assets that has not been set forth in this Agreement. (g) NewCo. As of the Closing Date, the correct and complete ----- authorized stock of NewCo will consist of ______ shares of common stock, $_________ par value per share, of which _______ shares will be issued and outstanding. As of the Closing Date, there will be no agreements of any type relating to issuance, delivery, sale, or transfer of any equity securities or other securities of NewCo other than this Agreement. On the Closing Date, TeleCorp will be the sole record and beneficial owner and holder of the Shares, free and clear of all encumbrances. None of the Shares will be subject to preemptive or similar rights, either pursuant to any organizational document, legal requirement or contract, and no person or entity has any preemptive rights or similar rights to purchase or receive any equity securities or other securities of NewCo. The books of account, minute books, stock record books and all other records of NewCo will be made available to SBA and will be true, correct and complete in all respects. Attached hereto as Schedule IV is a true, correct and complete schedule of all assets and liabilities of any nature that NewCo will have as of the Closing Date. NewCo has not filed and will not file prior to the Closing Date any tax returns. NewCo has never had any employees and has never established, sponsored, maintained, contributed or otherwise participated in or had any obligation to establish, sponsor, maintain, contribute to or otherwise participate in, any compensation, profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan or arrangement which is or was governed by or subject to the Employment Retirement Income Security Act of 1974, or any successor law, or any regulations or rules issued pursuant to that Act or any successor law. (h) Liens. No right or interest in or property of any kind of NewCo, ----- whether real, personal, or mixed or whether tangible or intangible, including, without limitation, the Assets, is or will be subject to any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise) charge or any other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any lease having substantially the same economic effect of any of the foregoing. (i) Completeness of Copies. All agreements, contracts, documents, ---------------------- reports, leases, title insurance policies, title opinions, surveys, and other items relating to the Assets or NewCo and delivered to SBA pursuant to this Agreement (and any amendment or supplement hereto) are, and as of the Closing Date will be, true, correct and complete copies of what is in the possession or control of TeleCorp; and (j) Contracts. Attached hereto as Schedule I is a true, correct and --------- complete listing of all Prime Leases, Collocation Agreements, Other Contracts and all modifications and amendments thereto. 11. Representations and Warranties of SBA. SBA represents and warrants as ------------------------------------- follows: (a) Corporate Existence. SBA is now, and on the Closing Date will be, ------------------- a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder and has all requisite corporate power and authority to own its properties and assets and carry on its business and is good standing in each jurisdiction in which such qualification is required. (b) Authorization. SBA has full corporate authority to execute and ------------- deliver this Agreement and any other agreement to be executed and delivered by SBA in connection herewith, and to carry out the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and shareholder action. No other corporate proceedings by SBA will be necessary to authorize this Agreement or the carrying out of the transactions contemplated hereby. SBA Telecommunications, Inc. represents and warrants that it is the corporate parent of SBA Towers, Inc. and SBA Towers, Inc. represents that it is the corporate parent of SBA Properties, Inc. and SBA Telecommunications, Inc. has the full corporate authority to execute and deliver this Agreement and to carry out the obligations imposed upon SBA Telecommunications, Inc. by Section 2 of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and shareholder action of SBA Telecommunications, Inc. No other corporate proceedings by SBA Telecommunications, Inc. will be necessary to authorize this Agreement or the carrying out of the transactions contemplated hereby. (c) Conflict with Other Agreements, Consents and Approvals. With ------------------------------------------------------ respect to (i) the articles of incorporation or bylaws of SBA, (ii) any applicable law, statute, rule or regulation, (iii) any contract to which SBA is a party or may be bound, or (iv) any judgment, order, injunction, decree or ruling of any court or governmental authority to which SBA is a party or subject, the execution and delivery by SBA of this Agreement and any other agreement to be executed and delivered by SBA in connection herewith and the consummation of the transactions contemplated hereby will not (a) result in any violation, conflict or default, or give to others any interest or rights, including rights of termination, cancellation or acceleration, or (b) require any authorization, consent, approval, exemption or other action by any court or administrative or governmental body which has not been obtained, or any notice to or filing with any court or administrative or governmental body which has not been given or done. (d) Litigation. SBA has no knowledge of any claim, litigation, ---------- proceeding, or investigation pending or threatened against SBA that might result in or threatens or challenges the transactions contemplated hereby or SBA's ability to Close hereunder. (e) Brokerage. SBA has not employed any broker, finder or similar --------- agent in connection with the transactions contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or similar compensation. (f) Accuracy of Representations and Warranties. None of the ------------------------------------------ representations or warranties of SBA contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading. SBA knows of no fact that has resulted, or that in the reasonable judgment of SBA will result in a material change in the business, operations, or assets of SBA that has not been set forth in this Agreement or otherwise disclosed to TeleCorp. 12. Termination. Anything herein or elsewhere to the contrary ----------- notwithstanding, this Agreement may be terminated by written notice of termination at any time before the Closing Date only as follows: (a) By mutual consent of TeleCorp and SBA, without liability; (b) By SBA, upon written notice to TeleCorp, given at any time before the Closing Date if the representations and warranties of TeleCorp contained herein were materially incorrect when made or would be materially incorrect on the Closing Date or, if TeleCorp has materially violated any covenants contained in this Agreement and required to be performed by TeleCorp on or prior to the Closing Date has not been performed and such breach, violation or non- performance is not cured by TeleCorp within fourteen (14) days of such notification of intent to terminate; (c) By TeleCorp, upon written notice to SBA, given at any time before the Closing Date if the representations and warranties of SBA contained in this Agreement were materially incorrect when made or would be materially incorrect on the Closing Date, or if any other material agreement contained herein and required to be performed by SBA on or prior to the Closing Date has not been performed and such breach, violation or non-performance is not cured within fourteen (14) days of such notification of intent to terminate; (d) By either TeleCorp or SBA in writing, without liability, if any governmental or third party consent, authorization or approval has been denied or refused which would have an adverse effect on the transactions contemplated hereby or if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on SBA or TeleCorp which prohibits either of them from consummating the transactions contemplated hereby, provided that SBA and TeleCorp shall have used their commercially reasonable efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within thirty (30) days after entry, by any such court or governmental or regulatory agency; and 13. Risk of Loss. The risk of loss, damage, destruction, condemnation or ------------ other taking of the Assets including any of the equipment, inventory, or other personal property to be conveyed to SBA under this Agreement shall be borne by TeleCorp or its Vendors (as applicable) to the time of Closing and SBA shall bear such risk from the Closing forward. In the event of such loss, damage, or destruction prior to Closing, TeleCorp, to the extent reasonable, shall replace the lost property or repair or cause to be repaired the damaged property to its condition prior to the damage. TeleCorp shall maintain fire and extended coverage casualty insurance through and including the date of Closing covering all of the Tower Facilities in an amount not less than the full replacement value of all of the Tower Facilities. If such loss, damage or destruction cannot be repaired prior to Closing, TeleCorp shall receive all such insurance or condemnation proceeds for any loss occurring prior to Closing and such Site shall no longer be subject to this Agreement, and the Purchase Price shall be reduced by a pro-rata share of the Purchase Price in the manner set forth in Section 7(f) hereof. 14. Survival of Representations and Warranties. All representations and ------------------------------------------ warranties made in this Agreement shall survive the Closing of this Agreement for a period of one year, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing and further provided that any such indemnity obligation shall survive for the balance of any applicable statute of limitations for breach of contract with respect to any claim for damages which arises within such one year period after Closing and for which the non-breaching party has given notice to breaching party within such one-year period. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. 15. Indemnification by TeleCorp. --------------------------- (a) The TeleCorp Parties hereby agree, jointly and severally, to defend, indemnify, and hold SBA and NewCo, their successors, and assigns harmless from and against: (i) Any and all damages, losses, claims, liabilities, deficiencies and obligations of every kind and description, contingent or otherwise (including without limitation reasonable auditors' and attorneys' fees), arising out of or related to (A) any breach or violation of any representation, warranty, covenant or obligation of TeleCorp in this Agreement, the schedules and exhibits hereto and any supplement hereto, or any other certificate, document or instrument delivered by TeleCorp pursuant to this Agreement, (B) the operation of TeleCorp's business and the products and services provided by TeleCorp prior to Closing as it and they relate to the Assets, except for (A) damages, losses, claims, liabilities, deficiencies and obligations of TeleCorp expressly assumed by NewCo or for which SBA has waived recourse against TeleCorp pursuant to this Agreement, (B) damages, losses, claims, liabilities, deficiencies and obligations paid by insurance maintained by TeleCorp, (C) damages, losses, claims, liabilities, deficiencies and obligations arising out of or related to the acts or omissions of SBA, or its officers, directors, employees, agents, contractors or invitees and, after the Closing Date, NewCo, or its officers, directors, employees, agents, contractors or invitees; or (D) Defects which were or could have been discovered by SBA using commercially reasonable diligence during the Due Diligence Period but were not alleged by SBA in accordance with paragraph 7 of this Agreement; and (ii) any liability or obligation of TeleCorp or NewCo arising before the Closing Date under the Prime Leases, Collocation Agreements and Other Contracts disclosed to SBA prior to closing and transferred to NewCo hereunder excepting Defects which could have been discovered by SBA using commercially reasonable diligence during its review of the Due Diligence Items but were not alleged by SBA in accordance with paragraph 7 of this Agreement and after the Closing, any contractual liability or obligation imposed upon TeleCorp under the MSA. (b) TeleCorp's indemnity obligations hereunder shall be subject to the following: (i) If any claim is asserted against SBA or NewCo that would give rise to a claim by SBA or NewCo against TeleCorp for indemnification under the provisions of this Section, then SBA shall promptly give written notice to TeleCorp concerning such claim and TeleCorp shall, at no expense to SBA or NewCo and with legal counsel reasonably acceptable to SBA, defend the claim. However, the failure of SBA or NewCo to provide such notice will not relieve TeleCorp of any liability that it may have to SBA or NewCo, except to the extent the defense of such action is prejudiced by SBA's or NewCo's failure to give such notice. If notice of claim is given to TeleCorp and TeleCorp does not, within ten (10) days after receipt of the notice, give notice to SBA and NewCo of its election to assume the defense of such claim, TeleCorp will be bound by any determination made with respect to such claim or any compromise or settlement effected by SBA or NewCo. If TeleCorp assumes the defense of a claim, it will be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to indemnification. Notwithstanding the foregoing, if SBA or NewCo determines in good faith that there is a reasonable probability that a claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, SBA or NewCo may, by notice to TeleCorp, assume the exclusive right to defend, compromise, or settle such claim, but TeleCorp will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (ii) TeleCorp shall not be required to indemnify SBA or NewCo nor shall TeleCorp have any liability to SBA or NewCo with respect to any claim (or any portion thereof) arising under or pursuant to this Agreement for an amount that exceeds ten percent (10%) of the Purchase Price actually paid by SBA for all of the Sites transferred to SBA as of the date on which the claim under the indemnity is asserted ("Global Cap"). In the event that any claim under the indemnity is paid by TeleCorp, the amount of such payment shall be credited against the Global Cap. (iii) SBA and NewCo shall not settle or compromise any claim as to which TeleCorp has assumed the defense thereof, without TeleCorp's prior written consent, such consent not to be unreasonably withheld or delayed. In the event that SBA or NewCo settles or compromises any claim as to which TeleCorp has assumed the defense thereof without TeleCorp's prior written consent, SBA and NewCo shall be deemed to have waived any indemnity claim against TeleCorp which is related to such claim. No compromise or settlement of a claim as to which TeleCorp has assumed the defense thereof may be effected by TeleCorp without SBA's and NewCo's consent unless there is no finding or admission of any violation of legal requirements or any violation of the rights of any person or entity and no effect on any other claims that may be made against SBA or NewCo or TeleCorp obtains a release of such claims, and the sole relief provided is monetary damages that are paid in full by TeleCorp. Neither SBA nor NewCo will have any liability with respect to any compromise or settlement of claims requiring their consent effected without their prior written consent, such consent not to be unreasonably withheld or delayed. (iv) TeleCorp shall be subrogated to all of SBA's and NewCo's right title and interest in and to any claim against a third party for any matter for which TeleCorp has indemnified SBA hereunder. (v) TeleCorp shall have no liability or obligation, and SBA shall have no rights, with respect to indemnification under this Section 15 and no right for breach of any representation, warranty or covenant hereunder with respect to the first Two Million and No/100 Dollars ($2,000,000) of damages, losses, claims, liabilities, deficiencies or obligations for which SBA would otherwise be entitled to indemnification under Section 15 less any portion of the Curative Threshold which has actually been incurred by SBA under Section 7(c) of this Agreement. (c) Limitations on Indemnifiable Damages. Except as otherwise ------------------------------------ provided in this Section 15, SBA shall not be entitled to recover indemnifiable damages with respect to any matter which was known by or disclosed to SBA prior to the Closing Date. If TeleCorp proves by a preponderance of the evidence that, as of the Closing, SBA had actual knowledge of the matter which forms a basis for SBA's claim for indemnifiable damages and, in the case of an alleged Defect, SBA had not alleged a Defect in accordance with Section 7 in connection with such matter, then SBA shall be deemed to have waived its claim for indemnifiable damages with respect to such matter. (d) Survival of Indemnification. TeleCorp's obligation to pay --------------------------- indemnifiable damages to SBA or NewCo for any claims within the scope of Section 15 shall survive the Closing Date for any claims for indemnification made by SBA or NewCo within one (1) year after the Closing Date. No claim for recovery of indemnifiable damages for any claims within the scope of Section 15(a) may be asserted by SBA or NewCo after the date that is one (1) year after the Closing Date except that said limitation period shall not apply to obligations of TeleCorp under the MSA a breach of which shall be governed by the applicable statute of limitations. 16. Indemnification by SBA. ---------------------- (a) SBA and NewCo jointly and severally agree to defend, indemnify, and hold harmless TeleCorp from and against: (i) any and all damages, losses, claims, liabilities, deficiencies or obligations of every kind and description, contingent or otherwise (including without limitation auditors' and attorneys' fees) arising out of or related to the operation of the Assets following Closing (unless the same relates to a Defect) and arising out of SBA's or NewCo's failure to perform obligations of TeleCorp assumed by SBA or NewCo pursuant to this Agreement; (ii) after the Closing, any contractual liability or obligation of TeleCorp which is included on the Other Contracts listed on Schedule V and TeleCorp's obligations under all agreements assumed by NewCo including the Prime Leases, Collocation Agreements and the MSA; (iii) any and all damages, losses, claims, liabilities, deficiencies or obligations resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of SBA under this Agreement; and (iv) any and all actions, suits, claims, proceedings, investigation, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and attorneys fees) incident to any of the foregoing. (b) SBA's indemnity obligations hereunder shall be subject to the following: (i) If any claim is asserted against TeleCorp that would give rise to a claim by TeleCorp against SBA for indemnification under the provisions of this Section, then TeleCorp shall promptly give written notice to SBA concerning such claim and SBA shall, at no expense to TeleCorp and with legal counsel reasonably acceptable to TeleCorp, defend the claim. However, the failure of TeleCorp to provide such notice will not relieve SBA of any liability that it may have to TeleCorp, except to the extent the defense of such action is prejudiced by TeleCorp's failure to give such notice. If notice of claim is given to SBA and SBA does not, within ten (10) days after receipt of the notice, give notice to TeleCorp of its election to assume the defense of such claim, SBA will be bound by any determination made with respect to such claim or any compromise or settlement effected by TeleCorp. If SBA assumes the defense of a claim, it will be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to indemnification. Notwithstanding the foregoing, if TeleCorp determines in good faith that there is a reasonable probability that a claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, TeleCorp may, by notice to SBA, assume the exclusive right to defend, compromise, or settle such claim, but SBA will not be bound by any determination of a claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (ii) TeleCorp shall not settle or compromise any claim as to which SBA has assumed the defense thereof, without SBA's prior written consent, such consent not to be unreasonably withheld or delayed. In the event that TeleCorp settles or compromises any claim as to which SBA has assumed the defense thereof without SBA's prior written consent, TeleCorp shall be deemed to have waived any indemnity claim against SBA which is related to such claim. No compromise or settlement of a claim as to which SBA has assumed the defense thereof may be effected by SBA without TeleCorp's consent unless there is no finding or admission of any violation of legal requirements or any violation of the rights of any person or entity and no effect on any other claims that may be made against TeleCorp, and the sole relief provided is monetary damages that are paid in full by SBA. TeleCorp will have no liability with respect to any compromise or settlement of claims requiring its consent effected without its prior written consent, such consent not to be unreasonably withheld or delayed. (iv) SBA shall be subrogated to all of TeleCorp's right title and interest in and to any claim against a third party for any matter for which SBA has indemnified TeleCorp hereunder. (c) Limitations on Indemnifiable Damages. Except as provided in this ------------------------------------ Section 16, TeleCorp shall not be entitled to recover indemnifiable damages with respect to any matter (including any breach of this Agreement by SBA) which was known by or disclosed to TeleCorp at or prior to the Closing Date. If SBA proves by a preponderance of the evidence that, as of the Closing, TeleCorp had actual knowledge of the matter which forms a basis for TeleCorp's claim for indemnifiable damages, then TeleCorp shall be deemed to have waived its claim for indemnifiable damages with respect to such matter. (d) Survival of Indemnification. SBA's obligation to pay --------------------------- indemnifiable damages to TeleCorp shall survive the Closing Date for any claims for indemnification made by TeleCorp within one (1) year after the Closing Date. No claim for recovery of indemnifiable damages may be asserted by TeleCorp after the date that is one (1) year after the Closing Date except that said limitation period shall not apply to obligations of TeleCorp assumed by SBA or NewCo pursuant to this Agreement including but not limited to the Prime Leases, Collocation Agreements, the MSA and Other Contracts a breach of which shall be governed by the applicable statute of limitations. 17. Confidential Information. If for any reason the sale of Assets is not ------------------------ closed, SBA will not disclose to third parties any confidential information received from TeleCorp in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement and will return all such information on request. 18. Miscellaneous Provisions. ------------------------ (a) Notices. Any notice under this Agreement shall be in writing and ------- shall be effective when actually delivered in person or received by the party at the address stated in this Agreement or such other address as either party may designate by written notice to the other. SBA: SBA Towers, Inc. One Town Center Road, 3rd Floor Boca Raton, FL 33486 Attn: General Counsel With a copy to: Gunster, Yoakley & Stewart, P.A. 777 South Flagler Drive Suite 500-East Tower West Palm Beach, FL 33401 Attn: Thomas P. Hunt, Esq. TeleCorp: TeleCorp Realty, LLC 1010 N. Glebe Road, Suite 800 Arlington, Virginia 22201 Attention: Vice President-Legal With a copy to: Lewellen & Frazier PLC 415 North McKinley, Suite 1240 Little Rock, AR 72205 Attention: Todd A. Lewellen or at any other address as any party may, from time to time, designate by notice given in compliance with this section. (b) Time. Time is of the essence of this Agreement. ---- (c) Survival. Any of the terms and covenants contained in this -------- Agreement which require the performance of either party after the Closing shall survive the Closing. (d) Waiver. Failure of either party at any time to require ------ performance of any provision of this Agreement shall not limit the party's right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision. (e) Assignment. Except as otherwise provided within this Agreement, ---------- neither party hereto may transfer or assign this Agreement without prior written consent of the other party. (f) Law Governing. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Virginia. (g) Attorney Fees. In the event an arbitration, suit or action is ------------- brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys' fees to be fixed by the arbitrator, trial court, and/or appellate court. (h) Presumption. This Agreement or any section thereof shall not be ----------- construed against any party due to the fact that said Agreement or any section thereof was drafted by said party. (i) Titles and Captions. All article, section and paragraph titles or ------------------- captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement. (j) Pronouns and Plurals. All pronouns and any variations thereof -------------------- shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons may require. (k) Entire Agreement. This Agreement contains the entire ---------------- understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement. (l) Prior Agreements. This document is the entire, final and complete ---------------- agreement of the parties pertaining to the option to purchase of the Property, and supersedes and replaces all prior or existing written and oral agreements (including any earnest money agreement) between the parties or their representatives relating to the Property. (m) Agreement Binding. This Agreement shall be binding upon the ----------------- heirs, executors, administrators, successors and permitted assigns of the parties hereto. (n) Further Action. The parties hereto shall execute and deliver all -------------- documents, provide all information and take or forbear from all such action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement. (o) Good Faith, Cooperation and Due Diligence. The parties hereto ----------------------------------------- covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent. (p) Counterparts. This Agreement may be executed in several ------------ counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. (q) Parties in Interest. Nothing herein shall be construed to be to ------------------- the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party. (r) Savings Clause. If any provision of this Agreement, or the -------------- application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. (s) Amendments. No purported amendment to or waiver of any term of ---------- this Agreement will be binding upon any part, or have any other force or effect in any respect, unless the same is in writing and signed by the party to be charged. (t) Third Parties. Nothing in this Agreement, whether express or ------------- implied, is intended to confer any rights or remedies to any persons other than TeleCorp, SBA and their respective successors and permitted assigns. IN WITNESS WHEREOF, SBA and TeleCorp have executed this Asset Purchase Agreement as of the date and year first above written. SBA TOWERS, INC. By: /s/ Jeffery A. Stoops --------------------------------- Name: Jeffery A. Stoops --------------------------------- Title: President --------------------------------- (CORPORATE SEAL) TELECORP REALTY, LLC By: TeleCorp Communications, Inc. Its: Managing Member By: /s/ Thomas H. Sullivan --------------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) TELECORP PUERTO RICO REALTY, INC. By: /s/ Thomas H. Sullivan --------------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) TELECORP COMMUNICATIONS, INC. By: /s/ Thomas H. Sullivan --------------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) THE UNDERSIGNED EXECUTES THIS AGREEMENT FOR PURPOSES OF BEING BOUND BY SECTIONS 2 AND 11(b) ONLY SBA TELECOMMUNICATIONS, INC. By: /s/ Jeffery A. Stoops --------------------------------- Name: Jeffery A. Stoops ------------------------------ Title: President ----------------------------- SCHEDULE I SCHEDULE OF PRIME LEASES, TOWER FACILITIES AND COLLOCATION AGREEMENTS [TELECORP TO PROVIDE] SCHEDULE IA SUPPLEMENTAL SITES TO BE INCLUDED IF CREDIT AGREEMENT IS AMENDED SCHEDULE II =========== SCHEDULE OF TELECORP APPROVALS ============================== SCHEDULE III ============ SCHEDULE OF LITIGATION ====================== TELECORP DISCLOSURE SCHEDULE ---------------------------- SCHEDULE IV =========== SCHEDULE OF ASSETS AND LIABILITIES ================================== SCHEDULE V ========== SCHEDULE OF OTHER CONTRACTS =========================== NONE ==== ATTACHMENT A ASSIGNMENT OF PRIME LEASE THIS ASSIGNMENT OF PRIME LEASE AGREEMENT ("Agreement") is made and entered into as of the _____ day of ____________, 2000, by and between [NewCo] ("NewCo"), and [TeleCorp Realty, LLC ] ("TeleCorp"). WHEREAS, TeleCorp and SBA Towers, Inc have entered into that certain Purchase Agreement dated the __ day of ___, 2000 ("Agreement") in which contemplates the transfer to NewCo of certain of TeleCorp's real property interests, including leases, licenses, and other similar agreements with third parties granting such third parties the right to install certain communications antennas and other equipment on the real property thereon ("Collocation Agreements"); WHEREAS, TeleCorp has entered into a ground lease agreement or other similar agreement (the "Prime Lease") for the lease of the real property more particularly described in Exhibit "A" attached hereto (the "Property") upon which TeleCorp has constructed a tower and related facilities and for an easement for ingress, egress and utilities over the real property more particularly described in the Prime Lease (the "Easement"); and WHEREAS, NewCo desires to accept an assignment of the Prime Lease and to thereafter sublease a portion of the space upon the tower facilities to TeleCorp in accordance with that certain Master Site Lease Agreement entered into by and between NewCo and TeleCorp on the _____ day of ___________, 2000. NOW THEREFORE, for and in consideration of the mutual promises outlined herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TeleCorp and NewCo do hereby agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by --------- reference and made a part of this Assignment. 2. Assignment and Assumption. TeleCorp does hereby assign, transfer, set ------------------------- over, and deliver to NewCo all of TeleCorp's rights, title and interests in and to the Prime Lease, or such other contract through which TeleCorp has acquired an interest in the Property, together with any Easements to the Property (collectively, the "Assigned Agreements"). NewCo does hereby accept, assume and agree to be bound by all the terms, conditions, liabilities and obligations which are the responsibility of TeleCorp under the Assigned Agreements, and which arise, are incurred, or are required to be performed from and after the date of this Assignment. 3. Covenants of TeleCorp. TeleCorp covenants that it: --------------------- (a) unconditionally and absolutely assigns, transfers, sets over and conveys to NewCo, all of TeleCorp's right, title and interest in, to and under the Prime Lease; (b) shall warrant, indemnify and defend the leasehold title assigned to against the lawful claims of all persons provided that such claim arises as a result of an alleged transfer of TeleCorp's interest in the Prime Lease to such person, but no further or otherwise except as set forth in the Purchase Agreement, and except to the extent that an interest in real estate is subject to ordinances and other matters of record; and (c) has no knowledge or notice of any default, defense, offset, claim, demand, counterclaim or cause of action which may presently exist under the Prime Lease; and (d) irrevocably assigns, transfer, conveys and sets over to NewCo without warranty or representation and NewCo accepts from TeleCorp all of the right, title and interest of TeleCorp under each and all of the following items (without warranty that any of the following may be assigned): (i) the Federal Aviation Administration application, responses, approvals and registration numbers submitted or received by TeleCorp with respect to the tower proposed to be constructed on the Property; (ii) the zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been gained or for which TeleCorp has made application; (iii) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Property; (iv) the geotechnical report for the Property which has been commissioned by TeleCorp; (v) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Property and the Easements; (vi) the environmental assessments including phase I reports and any reports relating contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information which may have been produced regarding the environmental condition of the Property, Easements or neighboring real property. IN WITNESS WHEREOF, NewCo and TeleCorp have signed this Agreement as of the date and year first above written. TeleCorp: NEWCO: TELECORP REALTY, LLC [NEWCO] By: TeleCorp Communications, Inc. Its: Managing Member By: By: --------------------------- ------------------------- Name: Name: ------------------------- ----------------------- Title: Title: ------------------------ ---------------------- ACKNOWLEDGEMENTS Acknowledgements ATTACHMENT B ESCROW AGREEMENT ATTACHMENT C BILL OF SALE FOR THE TOWER FACILITIES AND ASSETS ATTACHMENT D ASSIGNMENT OF COLLOCATION AGREEMENTS This Assignment of Collocation Agreements ("Assignment") is made and entered into effective as of the _____ day of __________, _____, by and between TeleCorp Realty, LLC, a Delaware limited liability company ("TeleCorp"), and NewCo, a Delaware corporation ("NewCo"). WITNESSETH: WHEREAS, TeleCorp and SBA Towers, Inc have entered into that certain Purchase Agreement dated the __ day of ___, 2000 ("Agreement") in which contemplates the transfer to NewCo of certain of TeleCorp's real property interests, including leases, licenses, and other similar agreements with third parties granting such third parties the right to install certain communications antennas and other equipment on the real property thereon ("Collocation Agreements"); and WHEREAS, TeleCorp desires to assign the Collocation Agreements to NewCo, and NewCo desires to acquire and assume TeleCorp's rights and obligations under such Collocation Agreements in connection with closing under the Agreement. NOW, THEREFORE, for and in consideration of the foregoing, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by reference and made a part of this Assignment. 2. Assignment and Assumption. TeleCorp does hereby assign, transfer, set over, and deliver to NewCo all of TeleCorp's rights, title and interests in and to the Collocation Agreements. NewCo does hereby accept, assume and agree to be bound by all the terms, conditions, liabilities and obligations which are the responsibility of the sublessor, sublicensor lessor or licensor (as the case may be) under the Collocation Agreements, and which arise, are incurred, or are required to be performed from and after the date of this Assignment. 3. Further Assurances. The parties hereby agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts and assurances as may reasonably be required to confirm the transfers made pursuant to this Assignment. 4. Counterparts. This Assignment may be executed in two or more counterparts, all of which taken together shall constitute one and the same instrument. 5. Governing Law. This Assignment shall be governed and construed in accordance with the laws of the state in which the Site is located, without reference to its conflicts of laws principles. 6. Successors and Assigns. The terms and conditions of this Assignment shall run with the property and shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. In WITNESS WHEREOF, the parties hereto have signed this Assignment as of the date and year first above written. TeleCorp: TeleCorp Realty, LLC By: TeleCorp Communications, Inc. Its: Managing Member By: ------------------------- Name: ----------------------- Title: ---------------------- [NewCo] By: ------------------------- Name: ----------------------- Title: ---------------------- ATTACHMENT E MASTER BUILD TO SUIT AGREEMENT ATTACHMENT F ============ MASTER SITE AGREEMENT ATTACHMENT G ============ FORM OF ARTICLES OF INCORPORATION ATTACHMENT H FORM OF BYLAWS EX-10.2 4 dex102.txt ADDENDUM TO PURCHASE AGREEMENT EXHIBIT 10.2 ADDENDUM TO PURCHASE AGREEMENT THIS ADDENDUM TO PURCHASE AGREEMENT (the "Addendum") is executed this 29th day of November, 2000 by and among TeleCorp Realty, LLC, a Delaware limited liability company ("TeleCorp Realty, LLC"), TeleCorp Puerto Rico Realty, Inc., a Puerto Rico corporation ("TeleCorp PR"), and TeleCorp Communications, Inc., a Delaware corporation ("TCI") (TeleCorp Realty, TeleCorp PR and TCI, collectively "TeleCorp" and individually a "TeleCorp Party"), SBA Towers, Inc., a Florida corporation ("SBA") and SBA Telecommunications , Inc. WHEREAS, TeleCorp and SBA entered into that certain Purchase Agreement dated the 15th day of September, 2000 in which TeleCorp agreed to assign, sell and convey certain leases, towers and related facilities in connection with Two Hundred Thirteen (213) Sites to a Delaware corporation to be formed and wholly owned by TeleCorp ("NewCo") and then sell and convey all of the issued and outstanding shares of capital stock of NewCo ("Shares") to SBA; WHEREAS, pursuant to the Purchase Agreement SBA committed to purchase the Shares of NewCo from TeleCorp and to then lease space on the Sites to TeleCorp; WHEREAS, the Purchase Agreement anticipated the transfer to NewCo of Sixty Two (62) Sites in addition to the Two Hundred Thirteen Sites (213) identified on Schedule I of the Purchase Agreement; WHEREAS, TeleCorp and SBA wish to confirm those additional Sites which are subject to the terms, covenants and conditions of the Purchase Agreement by execution of this Addendum. NOW THEREFORE, for and in consideration of the terms and mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TeleCorp and SBA agree as follows: 1. Supplemental Sites. The Two Hundred Thirteen (213) Sites which are ------------------ subject to the Purchase Agreement are restated on Schedule I attached hereto. The Sixty-Two (62) additional Sites which are subject to this Agreement as a result of the amendment to the Credit Agreement to permit more Sites to be transferred to NewCo are set forth on Schedule IA attached hereto. 2. No other Modification. The Purchase Agreement shall remain the --------------------- controlling agreement of among TeleCorp and SBA with respect to the subject matter of the Purchase Agreement and shall only be modified as expressly set forth herein. IN WITNESS WHEREOF, SBA and TeleCorp have executed this Addendum as of the date and year first above written. SBA TOWERS, INC. By: /s/ Thomas P. Hunt ---------------------------- Name: Thomas P. Hunt -------------------------- Title: Senior Vice President ------------------------- (CORPORATE SEAL) TELECORP REALTY, LLC By: TeleCorp Communications, Inc. Its: Managing Member By: /s/ Thomas H. Sullivan ---------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) TELECORP PUERTO RICO REALTY, INC. By: /s/ Thomas H. Sullivan ---------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) TELECORP COMMUNICATIONS, INC. By: /s/ Thomas H. Sullivan ---------------------------- Name: Thomas H. Sullivan Title: President (CORPORATE SEAL) SCHEDULE I SCHEDULE OF PRIME LEASES, TOWER FACILITIES AND COLLOCATION AGREEMENTS SCHEDULE IA SUPPLEMENTAL SITES EX-10.3 5 dex103.txt CLOSING AGMT. TO PURCHASE AGMT. EXHIBIT 10.3 CLOSING AGREEMENT TO PURCHASE AGREEMENT THIS CLOSING AGREEMENT TO PURCHASE AGREEMENT (the "Closing Agreement") is executed this 16th day of March, 2001 by and among TeleCorp Realty, L.L.C., a Delaware limited liability company ("TeleCorp Realty, LLC"), Telecorp Puerto Rico Realty, Inc., a Puerto Rico corporation ("Telecorp PR"), and TeleCorp Communications, Inc., a Delaware corporation ("TCI") (TeleCorp Realty, Telecorp PR and TCI, collectively "TeleCorp" and individually a "TeleCorp Party"), SBA Towers, Inc., a Florida corporation ("SBA Towers") and SBA TC Acquisition, Inc., a Florida corporation ("SBA TC") (SBA Towers and SBA TC, collectively "SBA"). WHEREAS, TeleCorp and SBA entered into that certain Purchase Agreement dated September 15, 2000, as amended from time to time (collectively, the "Contract") in which TeleCorp agreed to assign, sell and convey certain leases, towers and related facilities to a Delaware corporation to be formed and wholly owned by TeleCorp ("NewCo") and then sell and convey all of the issued and outstanding shares of capital stock of NewCo ("Shares") to SBA; WHEREAS, TeleCorp and SBA wish to amend the Contract to (i) provide that NewCo shall be formed and wholly owned by SBA and not TeleCorp, (ii) provide that the closing on the Assets pertaining to two hundred three (203) sites shall occur on March 16, 2001, and (iii) address other matters pertaining to the purchase of the Assets by SBA. NOW THEREFORE, for and in consideration of the terms and mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TeleCorp and SBA agree as follows: 1. Definitions. All terms not expressly defined herein shall have the meaning ----------- ascribed to them in the Contract. 2. Stock Purchase. Section 2 of the Contract is deleted in its entirety. -------------- Notwithstanding anything contained in the Contract to the contrary, NewCo shall be formed by SBA and wholly owned by SBA. All references in the Contract to the name "NewCo" shall mean and refer to SBA TC Acquisition, Inc., a Florida corporation ("SBA TC"). 3. Assets Purchased by NewCo from TeleCorp. Two hundred three (203) Sites --------------------------------------- have been approved for purchase by SBA and the Closing for said 203 Sites shall occur on March 16, 2001 at the offices of Gunster, Yoakley & Stewart, P.A. in West Palm Beach, Florida. A schedule of such 203 Sites is attached hereto as Exhibit A (the "Approved Sites"). On the Closing, TeleCorp agrees to grant, - --------- bargain, sell, convey and assign to SBA TC, TeleCorp's entire right, title and interest in and to the Assets that pertain to the Approved Sites. 4. Purchase Price. The purchase price for the Assets pertaining to the -------------- Approved Sites shall be SIXTY-SIX MILLION FOUR HUNDRED EIGHTY TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($66,482,500.00) subject to all adjustments, credits and prorations provided for in the Contract. 5. Release of Liens. ---------------- a. TeleCorp and SBA acknowledge that certain of the Approved Sites described in Exhibit B attached hereto ("Approved Sites with Liens") --------- have liens recorded against them for failure to pay the costs of development and construction of the Tower Facilities located thereon. It is and shall remain the continuing and affirmative obligation of TeleCorp to (i) obtain releases of liens in recordable form for all Approved Sites with Liens, (ii) record said releases of liens in the appropriate recording office(s), and (iii) provide copies of said recorded releases to SBA with thirty (30) days after the Closing Date. TeleCorp represents and warrants to SBA that, to the best of TeleCorp's knowledge, except for the Approved Sites with Liens described in Exhibit B attached hereto, there are no other Approved Sites subject to --------- liens in connection with the failure of TeleCorp to pay the costs of development and construction of the Tower Facilities. Subject to the limitation on damages as set forth in Sections 15(b)(v) and 15(b)(ii)of the Contract, TeleCorp shall remain liable for the payment of any liens filed against Approved Sites for that certain period of time terminating on the date(s) on which the applicable state lien filing period expires. b. To ensure compliance with the terms of subsection (a) above, Gunster Yoakley & Stewart, P.A. ("Escrow Agent") is authorized and directed to withhold an amount equal to one hundred twenty-five percent (125%) of the aggregate amount of said liens (as set forth in Exhibit B) (the "Escrowed Funds") from the proceeds due TeleCorp at closing and deposit the Escrowed Funds into an interest bearing account. The Escrowed Funds applicable to each Approved Site with Liens shall be held in escrow by Escrow Agent until TeleCorp delivers to SBA for each Approved Site with Lien a release of lien as recorded in the appropriate recording office evidencing the satisfaction and release of the Lien ("Release"). c. Upon SBA's receipt of a Release for each Approved Site with a Lien, SBA shall immediately notify Escrow Agent, in writing, that the Escrowed Funds applicable to such Approved Site with Liens shall be promptly released to TeleCorp. Upon receipt of the last remaining Release, SBA shall authorize Escrow Agent to release any remaining Escrowed Funds to TeleCorp. d. SBA shall have no obligation to pay any sums of money to obtain the Releases. e. The Escrow Agent shall have no responsibilities with respect to any of the funds deposited with it other than faithfully to follow instructions herein contained, or as otherwise agreed to by TeleCorp and SBA. Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which Escrow Agent in good faith believes to be genuine. Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. If conflicting demands not expressly provided for in this Closing Agreement are made or notice is served upon Escrow Agent with respect to its action or omission under this Closing Agreement, the parties hereto agree that Escrow Agent shall have the absolute right to elect to do either or both of the following: (i) withhold and stop all future actions or omissions on its part under this Agreement, or (ii) file a suit in interpleader or for instructions or for a declaratory judgment or other relief and obtain an order from the proper court requiring the parties to litigate in such court their conflicting claims and demands. In the event any such action is taken, Escrow Agent shall be fully released and discharged from all obligations to perform any duties or obligations imposed upon it hereunder unless and until otherwise ordered by the Court; and the parties jointly and severally agree to pay all costs, expenses, and reasonable attorneys' fees expended or incurred by Escrow Agent in connection therewith. As between SBA and TeleCorp, in the event any costs or expenses are incurred by Escrow Agent as a result of conflicting demands by SBA and TeleCorp, the prevailing party in any such conflict shall be reimbursed by the other party for any costs, expenses or other monies paid to Escrow Agent as a result of such conflict. The parties further agree to indemnify, defend and save the Escrow Agent harmless from any claims or damages incurred by it(including reasonable attorneys' fees, paralegal charges and costs) arising from the performance of its duties hereunder, except for such claims or damages as are incurred by the Escrow Agent through its own acts of gross negligence or willful and intentional misconduct. 6. UCC-3 Releases. SBA and TeleCorp acknowledge that all of the Tower -------------- Facilities located on the Approved Sites are subject to UCC-1 Financing Statements in favor of Chase Manhattan Bank ("Chase"). SBA and TeleCorp further acknowledge that the UCC-1 Financing Statements will not be released of record by the Closing Date. Notwithstanding the foregoing, Chase has released its security interests and claims no further interests in the Tower Facilities pursuant to those letters from Chase to TeleCorp and SBA each dated March 16, 2001 (collectively, the "Chase Letters"). Subject to SBA's obligation to prepare the UCC-3's in a form acceptable to Chase and pay all filing and related fees, TeleCorp acknowledges and agrees that it shall remain the continuing and affirmative obligation of TeleCorp and TeleCorp shall use commercially reasonable efforts to obtain from Chase, by not later than July 19, 2001, UCC-3 (Releases) for all of the Tower Facilities located on the Approved Sites which releases shall terminate and release any and all security interests held by Chase in the Tower Facilities. Notwithstanding the foregoing, it is the intent of the parties that SBA's attorneys shall prepare the UCC-3 (Releases). In the event attorneys for Chase prepare the UCC-3's, (i) SBA's obligation to pay for said releases shall not exceed an amount equal to $30.00 multiplied by the number of UCC-3's prepared plus all 2 recording costs, and (ii) TeleCorp shall be responsible for the excess amount of legal fees owed to Chase's attorneys. SBA or its attorneys shall prepare the UCC-3's in a form acceptable to Chase, as Administrator and Collateral Agent, reflecting the description of the released Tower Facilities. The amount of legal fees paid by SBA in connection therewith shall be applied against the $2,000,000 of damages referred to in Sections 15(b)(v) and 15(b)(ii) of the Contract. ----------------- --------- 7. Memorandums of Leases. SBA and TeleCorp acknowledge that certain of the --------------------- Approved Sites do not have Memorandums of Leases recorded in the appropriate recording office(s). The parties acknowledge and agree that they shall cooperate with each other in obtaining and recording Memorandums of Leases for all such Approved Sites within thirty (30) days after the Closing Date. The amount of legal fees paid by SBA in connection therewith shall be applied against the $2,000,000 of damages referred to in Sections15(b)(v) and ---------------- 15(b)(ii)of the Contract. - --------- 8. Electric Bills. The parties acknowledge that TeleCorp's equipment and the -------------- lighting on the Tower Facilities are all a part of the same electrical feed. For all Tower Facilities on Approved Sites on which TeleCorp's equipment is connected to lighting systems, TeleCorp shall receive a credit under the applicable Site Lease Acknowledgment in an amount equal to Forty Dollars ($40.00) per month. The aforementioned credit shall terminate at such time as TeleCorp's equipment and the lighting for the Tower Facilities are separately metered. SBA shall have no obligation to install a new electric meter with respect to any light system until such time as a second tenant installs its equipment on a Tower. 9. Monitoring of Lights. With respect to the Approved Sites, TeleCorp agrees -------------------- to monitor the lights on the Tower Facilities for a period not to exceed four (4) months after the Closing Date. All such monitoring shall be conducted in accordance with FAA and FCC regulations. In the event of an electrical outage or alarm on any of the Tower Facilities, TeleCorp shall immediately contact SBA's NOC and SBA shall be responsible for filing the NOTAM and providing a copy to TeleCorp. TeleCorp shall have no liability to SBA with respect to any power outages or power failures on the Tower Facilities. Within a reasonable period after the Closing Date not to exceed ninety (90) days, SBA shall register in SBA's name the Tower Facilities associated with the Approved Sites with the FAA and FCC and any other applicable governmental agencies. 10. Cooperation. In connection with the transfer of the Tower Facilities to ----------- SBA, TeleCorp agrees to provide the following information to SBA within thirty (30) days after the Closing Date: a. Contact names and numbers per defined operational area; b. Defined operational area boundary; c. List of towers by site indicating if lights are installed and if so the manufacture, model number, and operational mode (red only, white only, dual, etc.); d. Gate lock combo codes and/or keys by site; e. Light controller locations by site (inside/outside); f. Site directions; and g. Any existing maintenance agreements (grounds, towers, lights, etc.). 11. Closing Prorations. ------------------ a. Rent paid by TeleCorp under the Site Lease Acknowledgments for all Approved Sites shall be prorated as of 12:01 A.M. on the Closing Date on the basis of a 30-day month. SBA shall receive a credit against the Purchase Price in an amount equal to the aggregate amount of said rent. b. Rent paid by TeleCorp under the Prime Leases for all Approved Sites shall be prorated as of 12:01 A.M. on the Closing Date on the basis of a 30-day month. TeleCorp shall receive a credit against the Purchase Price in an amount equal to the aggregate amount of said rent. c. All other items to be prorated pursuant to Section 3(b) of the ------------ Contract shall be prorated as of 12:01 A.M. on the Closing Date but will be calculated within thirty (30) days after the Closing Date and either party owing the other party a sum of money based on such subsequent prorations will promptly pay the sum to the other party. Any excess interest on the Deposit received by TeleCorp shall be refunded to SBA within said thirty (30) day period. 3 d. A copy of the Closing Statement is attached hereto as Exhibit C and is incorporated by reference herein. 12. Delivery of Due Diligence Items. Notwithstanding anything to the contrary ------------------------------- contained in Section 4(b)(viii) of the Contract, TeleCorp shall have until ------------------ thirty (30) days after the Closing Date to deliver to SBA the originals of the Due Diligence Items described therein, provided, however, SBA shall have no obligation to return a copy of said documents to TeleCorp. 13. Subsequent Closings. Subsequent to the Closing and through July 19, 2001, ------------------- SBA and TeleCorp shall continue pursuant to Section 7(c) of the Contract to take ------------ Curative Actions with respect to any Sites subject to the Contract but not yet closed upon. During such time, SBA shall continue to close on such Sites in accordance with the terms of the Contract. Said closings shall occur by mail on the later of (i) the last business day of every month beginning with the month of April, or (ii) at such time SBA has approved a minimum of ten (10) Sites for closing. Notwithstanding anything contained herein or in the Contract to the contrary, SBA shall have no obligation to close on any Sites unless SBA has received from Chase executed UCC-3 (Releases) for all Tower Facilities pertaining to the Approved Sites and those Sites scheduled to close. Any Site which is not subject to a Closing by July 19, 2001 shall be deemed an Excluded Site for purposes of the Contract. 14. Further Assurances. Each party will, from time to time, execute, ------------------ acknowledge and deliver such further instruments, and perform such additional acts, and obtain such additional documents as the other party may reasonably request in order to effectuate the intent of the Contract. The foregoing shall include, without limitation, SBA and TeleCorp (i) continuing to take Curative Actions with respect to Approved Sites, (ii)obtaining the documents and complying with the terms of Section 5, Section 6, Section 7, Section 8 , Section --------- --------- --------- --------- ------- 9 and Section 10 of this Closing Agreement, and (iii) obtaining corrective - - ---------- assignments of prime leases or such other corrective closing documents or additional closing documents that either party may reasonably request in order to effectuate the intent of the Agreement. With respect to the Approved Sites, TeleCorp covenants and agrees to provide written notice to all tenants under the Collocation Agreements immediately after the Closing Date advising said tenants of the sale of the Assets and instructing the tenants that all rents payouts shall be sent directly to SBA. SBA agrees to provide TeleCorp with a closing binder containing copies of the file marked documents executed at the Closing within a reasonable time thereafter. 15. No Other Modification. Except as expressly modified by this Closing --------------------- Agreement, the terms and provisions of the Contract are ratified and confirmed by TeleCorp and SBA and are incorporated in this Closing Agreement by reference as if set forth fully herein. In the event of any conflict between the terms of the Contract and the terms of this Closing Agreement, the terms of this Closing Agreement shall control. The term "Contract" shall include this Closing Agreement. [NO FURTHER TEXT ON THIS PAGE] 4 IN WITNESS WHEREOF, SBA and TeleCorp have executed this Closing Agreement as of the date and year first above written. SBA TOWERS, INC., a Florida corporation By: /s/ Neil Seidman --------------------------------- Name: Neil Seidman ------------------------------ Title: Director of Acquisitions ------------------------------ (CORPORATE SEAL) SBA TC ACQUISITION, INC., a Florida corporation By: /s/ Neil Seidman --------------------------------- Name: Neil Seidman ------------------------------ Title: Director of Acquisitions ------------------------------ (CORPORATE SEAL) TELECORP REALTY, L.L.C., a Delaware limited liability company By: TeleCorp Communications, Inc., a Delaware corporation, its Managing Member By: /s/ Ronald W. Keefe, Jr. -------------------------------- Name: Ronald W. Keefe, Jr. (CORPORATE SEAL) TELECORP PUERTO RICO REALTY, INC., a Puerto Rico corporation By: /s/ Ronald W. Keefe, Jr. -------------------------------- Name: Ronald W. Keefe, Jr. (CORPORATE SEAL) TELECORP COMMUNICATIONS, INC., a Delaware corporation By: /s/ Ronald W. Keefe, Jr. -------------------------------- Name: Ronald W. Keefe, Jr. Title: Assistant Secretary (CORPORATE SEAL) 5 EXHIBIT A --------- Schedule of Approved Sites --------------------------
- ------------------------------------------------------------------------------------------ Site # Site Name County State - ------------------------------------------------------------------------------------------ 1. MEM013 1. Covington 1. Shelby TN - ------------------------------------------------------------------------------------------ 2. MEM022 2. Folding Stairs 2. Shelby TN - ------------------------------------------------------------------------------------------ 3. MEM038 3. Hailey Park 3. Shelby TN - ------------------------------------------------------------------------------------------ 4. MEM043 4. Horn Lake 4. DeSoto MS - ------------------------------------------------------------------------------------------ 5. MEM051 5. Lake Cormorant 5. DeSoto MS - ------------------------------------------------------------------------------------------ 6. MEM055 6. H&H Freight 6. DeSoto MS - ------------------------------------------------------------------------------------------ 7. MEM058 7. River City 7. Shelby TN - ------------------------------------------------------------------------------------------ 8. MEM062 8. Shelton 8. Shelby TN - ------------------------------------------------------------------------------------------ 9. MEM063 9. Bailey Fire Station 9. Shelby TN - ------------------------------------------------------------------------------------------ 10. MEM069 10. Brunswick 10. Shelby TN - ------------------------------------------------------------------------------------------ 11. MEM075 11. Callicot 11. Shelby TN - ------------------------------------------------------------------------------------------ 12. MEM105 12. Bush Grove 12. Shelby TN - ------------------------------------------------------------------------------------------ 13. MEM110 13. Lehi Case 13. Crittenden AR - ------------------------------------------------------------------------------------------ 14. MEM119 14. Marion All States 14. Crittenden AR - ------------------------------------------------------------------------------------------ 15. MEM122 15. Turrell 15. Crittenden AR - ------------------------------------------------------------------------------------------ 16. MEM123 16. Beasley 16. Poinsett AR - ------------------------------------------------------------------------------------------ 17. MEM127 17. Bay 17. Craighead AR - ------------------------------------------------------------------------------------------ 18. MEM128 18. Needham 18. Craighead AR - ------------------------------------------------------------------------------------------ 19. MEM129 19. Eastside 19. Craighead AR - ------------------------------------------------------------------------------------------ 20. MEM130 20. Higginbottom 20. Craighead AR - ------------------------------------------------------------------------------------------ 21. MEM131 21. Strawfloor 21. Craighead AR - ------------------------------------------------------------------------------------------ 22. MEM132 22. Jonesboro 22. Craighead AR - ------------------------------------------------------------------------------------------ 23. MEM138 23. Cloyes Park 23. Shelby TN - ------------------------------------------------------------------------------------------ 24. MEM152 24. Fruitland 24. Gibson TN - ------------------------------------------------------------------------------------------ 25. MEM154 25. Gibson 25. Gibson TN - ------------------------------------------------------------------------------------------ 26. MEM159 26. Germantown Police 26. Shelby TN
- ------------------------------------------------------------------------------------------ 27. MEM160 27. Jackson Brake 27. Madison TN - ------------------------------------------------------------------------------------------ 28. MEM161 28. Poplar Estates Park 28. Shelby TN - ------------------------------------------------------------------------------------------ 29. MEM165 29. Millington 29. Tipton TN - ------------------------------------------------------------------------------------------ 30. MEM172 30. Cortez 30. DeSoto MS - ------------------------------------------------------------------------------------------ 31. MEM174 31. Yellow Dog 31. Tate MS - ------------------------------------------------------------------------------------------ 32. MEM175 32. Crossroads 32. Panola MS - ------------------------------------------------------------------------------------------ 33. MEM177 33. Shady Grove 33. Panola MS - ------------------------------------------------------------------------------------------ 34. MEM179 34. Campground 34. LaFayette MS - ------------------------------------------------------------------------------------------ 35. MEM199 35. Acee Center 35. Shelby TN - ------------------------------------------------------------------------------------------ 36. MEM210 36. Ripley-Covington 36. Tipton TN - ------------------------------------------------------------------------------------------ 37. MEM213 37. West Jonesboro 37. Craighead AR - ------------------------------------------------------------------------------------------ 38. MEM257 38. Sharon 38. Weakley TN - ------------------------------------------------------------------------------------------ 39. MEM259 39. Earle 39. Crittenden AR - ------------------------------------------------------------------------------------------ 40. MEM264 40. Grubbs 40. Poinsett AR - ------------------------------------------------------------------------------------------ 41. MEM265 41. South Jonesboro 41. Craighead AR - ------------------------------------------------------------------------------------------ 42. BRN012 42. Hwy 160-Hwy 65 Alms 42. Taney MO - ------------------------------------------------------------------------------------------ 43. LTR001 43. Ar. Graphics / Wilcox 43. Pulaski AR - ------------------------------------------------------------------------------------------ 44. LTR006 44. Harris 44. Pulaski AR - ------------------------------------------------------------------------------------------ 45. LTR015 45. Rosedale/Optimist 45. Pulaski AR - ------------------------------------------------------------------------------------------ 46. LTR016 46. West Little Rock/CLR 46. Pulaski AR - ------------------------------------------------------------------------------------------ 47. LTR018 47. Pro. Bowl / McGee 47. Pulaski AR - ------------------------------------------------------------------------------------------ 48. LTR020 48. Rocky Valley / CLR 48. Pulaski AR - ------------------------------------------------------------------------------------------ 49. LTR023 49. Col. Glenn / CLR 49. Pulaski AR - ------------------------------------------------------------------------------------------ 50. LTR025 50. Reeves-Culin 50. Pulaski AR - ------------------------------------------------------------------------------------------ 51. LTR026 51. Mablevale/D. Reynolds 51. Pulaski AR - ------------------------------------------------------------------------------------------ 52. LTR027 52. Mid-South/Kremers 52. Pulaski AR - ------------------------------------------------------------------------------------------ 53. LTR028 53. Arkco 53. Pulaski AR - ------------------------------------------------------------------------------------------ 54. LTR030 54. Burns Park / Files 54. Pulaski AR - ------------------------------------------------------------------------------------------ 55. LTR038 55. Lake Maumelle / Harper 55. Pulaski AR Const.
- ------------------------------------------------------------------------------------------ 56. LTR039 56. Sherwood / Tice 56. Pulaski AR - ------------------------------------------------------------------------------------------ 57. LTR043 57. Gravel Ridge / Imhoff 57. Pulaski AR - ------------------------------------------------------------------------------------------ 58. LTR047 58. Tri-Co/Harris 58. Pulaski AR - ------------------------------------------------------------------------------------------ 59. LTR053 59. Ar. Systems / Logan 59. Pulaski AR - ------------------------------------------------------------------------------------------ 60. LTR057 60. Doxon Rd/Dixon Family 60. Pulaski AR - ------------------------------------------------------------------------------------------ 61. LTR058 61. Hwy 7 North/Country Club 61. Pope AR - ------------------------------------------------------------------------------------------ 62. LTR060 62. Shannon Hills/City of 62. Saline AR Shannon Hills - ------------------------------------------------------------------------------------------ 63. LTR061 63. Market Street 63. Pulaski AR - ------------------------------------------------------------------------------------------ 64. LTR062 64. Hilaro Springs / Heavrin 64. Pulaski AR - ------------------------------------------------------------------------------------------ 65. LTR063 65. Crystal Mountain 65. Pulaski AR - ------------------------------------------------------------------------------------------ 66. LTR066 66. Slovak / Sokora 66. Prairie AR - ------------------------------------------------------------------------------------------ 67. LTR067 67. Stuttgart/Gingerich Farms 67. Arkansas AR - ------------------------------------------------------------------------------------------ 68. LTR069 68. England / Caplinger 68. Lonoke AR - ------------------------------------------------------------------------------------------ 69. LTR071 69. Donald Ridge / Mattison 69. Faulkner AR - ------------------------------------------------------------------------------------------ 70. LTR076 70. Horse Shoe / Steenis 70. Faulkner AR - ------------------------------------------------------------------------------------------ 71. LTR082 71. Dardanelle / Duffield 71. Pope AR - ------------------------------------------------------------------------------------------ 72. LTR086 72. Lawson Road / Farrish 72. Pulaski AR - ------------------------------------------------------------------------------------------ 73. LTR089 73. Mt. Ida / Mayberry 73. Montgomery AR - ------------------------------------------------------------------------------------------ 74. LTR090 74. N. Benton/Utley 74. Saline AR - ------------------------------------------------------------------------------------------ 75. LTR091 75. SE Benton / Decker 75. Saline AR - ------------------------------------------------------------------------------------------ 76. LTR092 76. Edison / Lynch 76. Saline AR - ------------------------------------------------------------------------------------------ 77. LTR093 77. Saline Airport/Alltel 77. Saline AR - ------------------------------------------------------------------------------------------ 78. LTR094 78. Kerr Road/Toepke 78. Lonoke AR - ------------------------------------------------------------------------------------------ 79. LTR100 79. Avant / Dever 79. Garland AR - ------------------------------------------------------------------------------------------ 80. LTR101 80. Ridgewood 80. Garland AR - ------------------------------------------------------------------------------------------ 81. LTR102 81. Crystal Springs/ 81. Garland AR Dalrymple - ------------------------------------------------------------------------------------------ 82. LTR105 82. Nazarene 82. Garland AR - ------------------------------------------------------------------------------------------ 83. LTR107 83. Royal/Davis 83. Garland AR - ------------------------------------------------------------------------------------------ 84. LTR109 84. Hwy #70/Hageman 84. Garland AR
- ------------------------------------------------------------------------------------------ 85. LTR111 85. Spencer Bay / Lewallen 85. Garland AR - ------------------------------------------------------------------------------------------ 86. LTR112 86. Lake Catherine / Hammons 86. Hot Springs AR - ------------------------------------------------------------------------------------------ 87. LTR113 87. I-30 Hwy 270 / Raines 87. Hot Springs AR - ------------------------------------------------------------------------------------------ 88. LTR114 88. I-30 Truck Stop / Jj's 88. Saline AR - ------------------------------------------------------------------------------------------ 89. LTR115 89. Perla / Parker 89. Hot Springs AR - ------------------------------------------------------------------------------------------ 90. LTR119 90. Friendship/Kizzar 90. Hot Spring AR - ------------------------------------------------------------------------------------------ 91. LTR133 91. Hwy 79 Bridge / McGhee 91. Jefferson AR Transport - ------------------------------------------------------------------------------------------ 92. LTR134 92. Wabbaseka / Vassaur 92. Jefferson AR - ------------------------------------------------------------------------------------------ 93. LTR135 93. Humphrey / Wilson 93. Arkansas AR - ------------------------------------------------------------------------------------------ 94. LTR148 94. Pleasant Grove Baptist 94. Benton AR - ------------------------------------------------------------------------------------------ 95. LTR150 95. BC 2 Way 95. Benton AR - ------------------------------------------------------------------------------------------ 96. LTR153 96. N. Bentonville/Clark 96. Benton AR - ------------------------------------------------------------------------------------------ 97. LTR191 97. Roland OK/Svendsen 97. Sequoyah OK - ------------------------------------------------------------------------------------------ 98. LTR192 98. Muldrow OK/Knight-Butcher 98. Sequoyah OK - ------------------------------------------------------------------------------------------ 99. LTR216 99. Morgan / Bevans 99. Pulaski AR - ------------------------------------------------------------------------------------------ 100. LTR234 100. Heber Springs / Reed 100. Cleburne AR - ------------------------------------------------------------------------------------------ 101. LTR235 101. Eden Isle 101. Cleburne AR - ------------------------------------------------------------------------------------------ 102. LTR236 102. Greers Ferry / Wilson 102. Cleburne AR - ------------------------------------------------------------------------------------------ 103. LTR237 103. Pearson / Hill 103. Cleburne AR - ------------------------------------------------------------------------------------------ 104. LTR238 104. Quitman / Reylance, Inc. 104. Cleburne AR - ------------------------------------------------------------------------------------------ 105. LTR239 105. Guy / Roberts 105. Faulkner AR - ------------------------------------------------------------------------------------------ 106. LTR270 106. Shrobe Rd/Culin 106. Saline AR - ------------------------------------------------------------------------------------------ 107. LTR271 107. Bryant / Bishop 107. Saline AR - ------------------------------------------------------------------------------------------ 108. LTR272 108. Alcoa / Betty Styles 108. Pulaski AR - ------------------------------------------------------------------------------------------ 109. LTR275 109. Lonsdale/Fulcher 109. Garland AR - ------------------------------------------------------------------------------------------ 110. LTR276 110. Ten Mile Creek/Suttor 110. Garland AR - ------------------------------------------------------------------------------------------ 111. LTR278 111. Morningstar/KOA 111. Garland AR - ------------------------------------------------------------------------------------------ 112. LTR279 112. Ward / City of Ward 112. White AR - ------------------------------------------------------------------------------------------ 113. LTR280 113. Cabot/Pruett 113. Lonoke AR
- ------------------------------------------------------------------------------------------ 114. LTR286 114. Cabot DT / Price 114. Lonoke AR - ------------------------------------------------------------------------------------------ 115. LTR303 115. Price Mtn./Clark 115. Washington AR - ------------------------------------------------------------------------------------------ 116. LTR304 116. Rt.45 E. Fayetteville 116. Washington AR - ------------------------------------------------------------------------------------------ 117. LTR307 117. NW AR Regional 117. Benton AR Airport/Insco3 - ------------------------------------------------------------------------------------------ 118. CAR003 118. Lenon 118. Johnson IL - ------------------------------------------------------------------------------------------ 119. CAR011 119. Brust 119. Jackson IL - ------------------------------------------------------------------------------------------ 120. CAR024 120. Musgrave 120. Wayne IL - ------------------------------------------------------------------------------------------ 121. CAR028 121. Affordable Homes 121. Jefferson IL - ------------------------------------------------------------------------------------------ 122. CAR031 122. Hayden 122. Marion IL - ------------------------------------------------------------------------------------------ 123. EVA001 123. Cunningham 123. White IL - ------------------------------------------------------------------------------------------ 124. EVA004 124. Davis 124. Gibson IN - ------------------------------------------------------------------------------------------ 125. EVA005 125. Pohl 125. Gibson IN - ------------------------------------------------------------------------------------------ 126. EVA006 126. Taylor 126. Gibson IN - ------------------------------------------------------------------------------------------ 127. EVA014 127. Baker 127. Warrick IN - ------------------------------------------------------------------------------------------ 128. EVA022 128. Hein 128. Warrick IN - ------------------------------------------------------------------------------------------ 1. EVA028 1. Christmas 1. Warrick IN - ------------------------------------------------------------------------------------------ 2. EVA029 2. Holder 2. Warrick IN - ------------------------------------------------------------------------------------------ 3. MOU014 3. Hulshof 3. New Madrid MO - ------------------------------------------------------------------------------------------ 4. COL021 4. Scotchman Place 4. Callaway MO - ------------------------------------------------------------------------------------------ 5. COL026 5. Mt. Pleasant 5. Boone MO - ------------------------------------------------------------------------------------------ 6. COL028 6. Country Wood 6. Boone MO - ------------------------------------------------------------------------------------------ 7. LOO034 7. Mt. Carmel 7. Miller MO - ------------------------------------------------------------------------------------------ 8. LOO036 8. South Eldon 8. Miller MO - ------------------------------------------------------------------------------------------ 9. ALX019 9. Andrepont Property 9. City of Opelousas LA - ------------------------------------------------------------------------------------------ 10. BMT042 10. Krymer Property 10. City of Orange TX - ------------------------------------------------------------------------------------------ 11. BRG069 11. Gateway Properties 11. East Baton Rouge LA Parish - ------------------------------------------------------------------------------------------ 12. BRG072 12. Denham Seafood 12. Livingston Parish LA - ------------------------------------------------------------------------------------------ 13. HMA195 13. Southeast Systems 13. Lafourche Parish LA - ------------------------------------------------------------------------------------------ 14. HMA200 14. Savoie 14. Lafourche Parish LA
- ------------------------------------------------------------------------------------------ 15. HMA214 15. Matherne 15. Terrebonne Parish LA - ------------------------------------------------------------------------------------------ 16. HMA218 16. Hogan 16. St Charles Parish LA - ------------------------------------------------------------------------------------------ 17. HMA220 17. Archer Daniels Midland 17. St Charles Parish LA - ------------------------------------------------------------------------------------------ 18. HMD005 18. Tangi Store All 18. Tangipahoa Parish LA - ------------------------------------------------------------------------------------------ 19. HMD097 19. Sirchia Land 19. Tangipahoa Parish LA - ------------------------------------------------------------------------------------------ 20. HMD196 20. Robertson Land 20. City of Hammond LA - ------------------------------------------------------------------------------------------ 21. LAF088 21. Holiday Inn-Raw Land 21. Lafayette Parish LA - ------------------------------------------------------------------------------------------ 22. LAF092 22. Castille 22. Lafayette Parish LA - ------------------------------------------------------------------------------------------ 23. LAF105 23. Broussard 23. Vermilion Parish LA - ------------------------------------------------------------------------------------------ 24. LKC098 24. Ravia 24. Calcasieu Parish LA - ------------------------------------------------------------------------------------------ 25. LKC118 25. Comeaux 25. Acadia Parish LA - ------------------------------------------------------------------------------------------ 26. NOR106 26. ITEC 26. St. John the Baptist LA Parish - ------------------------------------------------------------------------------------------ 27. NSH088 27. McAffee Land 27. St. Tammany Parish LA - ------------------------------------------------------------------------------------------ 28. NSH189 28. Fejta 28. City of Slidell LA - ------------------------------------------------------------------------------------------ 29. NWI113 29. Patterson American Legion 29. St. Mary Parish LA - ------------------------------------------------------------------------------------------ 30. NWI192 30. Billeaud 30. Town of Broussard LA - ------------------------------------------------------------------------------------------ 31. PES046 31. Montana Duran 31. PR - ------------------------------------------------------------------------------------------ 32. PES077 32. Kikuet 32. PR - ------------------------------------------------------------------------------------------ 33. PES119 33. Jacaranda 33. PR - ------------------------------------------------------------------------------------------ 34. PMT022 34. Camino Alejandrino 34. PR - ------------------------------------------------------------------------------------------ 35. PMT032 35. Efron Hill Mansions 35. PR - ------------------------------------------------------------------------------------------ 36. PMT048 36. Leones Catano 36. PR - ------------------------------------------------------------------------------------------ 37. PMT055 37. Barrio Pajaros 37. PR - ------------------------------------------------------------------------------------------ 38. PMT059 38. Madison Bayamon 38. PR - ------------------------------------------------------------------------------------------ 39. PMT065 39. Gas Coqui Cupey 39. PR - ------------------------------------------------------------------------------------------ 40. PMT068 40. Finca Maros II 40. PR - ------------------------------------------------------------------------------------------ 41. PMT069 41. Club Gallistico 41. PR - ------------------------------------------------------------------------------------------ 42. PMT081 42. Taller Familiar 42. PR - ------------------------------------------------------------------------------------------ 43. PNO054 43. Finca Velez 43. PR
- ------------------------------------------------------------------------------------------ 44. PNO145 44. Espinosa Industrial Park 44. PR - ------------------------------------------------------------------------------------------ 45. PNO155 45. Finca Roman 45. PR - ------------------------------------------------------------------------------------------ 46. PNO160 46. Finca Rios 46. PR - ------------------------------------------------------------------------------------------ 47. PNO161 47. Efron Dorado 47. PR - ------------------------------------------------------------------------------------------ 48. MEM086 48. Jones Orchard 48. Shelby TN - ------------------------------------------------------------------------------------------ 49. PES132 49. Chupacallos 49. PR - ------------------------------------------------------------------------------------------ 50. PSO103 50. Hacienda Luna 50. PR - ------------------------------------------------------------------------------------------ 51. MEM134 51. Osceola 51. Mississippi AR - ------------------------------------------------------------------------------------------ 52. MEM156 52. N. Osceola Baker 52. Mississippi AR - ------------------------------------------------------------------------------------------ 53. MEM181 53. Oxford Bypass 53. Lafayette AR - ------------------------------------------------------------------------------------------ 54. MEM192 54. MS Hwy 70 Bridges 54. St. Francis AR - ------------------------------------------------------------------------------------------ 55. MEM196 55. Palestine/Lalman 55. St. Francis AR - ------------------------------------------------------------------------------------------ 56. MEM198 56. Highway 149 56. St. Francis AR - ------------------------------------------------------------------------------------------ 57. MEM262 57. Farmer Enter. 57. Craighead AR - ------------------------------------------------------------------------------------------ 58. MEM270 58. Phillips 58. Craighead AR - ------------------------------------------------------------------------------------------ 59. MEM271 59. Hick's Farms 59. Lawrence AR - ------------------------------------------------------------------------------------------ 60. CAR002 60. Lemme 60. Johnson IL - ------------------------------------------------------------------------------------------ 61. CAR014 61. Swan Pond 61. Union IL - ------------------------------------------------------------------------------------------ 62. CAR015 62. Schlenker 62. Union IL - ------------------------------------------------------------------------------------------ 63. CAR025 63. Hill 63. White IL - ------------------------------------------------------------------------------------------ 64. CAR029 64. Mercer 64. Marion IL - ------------------------------------------------------------------------------------------ 65. ALX048 65. Galloway Properties 65. Rapides Parish LA - ------------------------------------------------------------------------------------------ 66. ALX051 66. South Main 66. Lavoyelles Parish LA - ------------------------------------------------------------------------------------------ 67. EVA015 67. Horse Farm 67. Vanderburgh IN - ------------------------------------------------------------------------------------------ 68. MEM178 68. Crowe 68. Lafayette MS - ------------------------------------------------------------------------------------------ 69. MOU001 69. 69. Cape Girardeau MO - ------------------------------------------------------------------------------------------ 70. NOR122 70. Heauser Property 70. Jefferson Parish LA - ------------------------------------------------------------------------------------------ 71. LTR232 71. Eagle Crest 71. Crawford AR - ------------------------------------------------------------------------------------------ 72. PAD012 72. Quint 72. Massac IL
- ------------------------------------------------------------------------------------------ 73. LTR305 73. McGregor 73. Benton AR - ------------------------------------------------------------------------------------------ 74. HMA206 74. Hebert 74. Lafourche Parish LA - ------------------------------------------------------------------------------------------ 75. CAR022 75. McPherson 75. Jefferson 1.IL - ------------------------------------------------------------------------------------------
EXHIBIT B --------- Approved Sites with Liens ------------------------- EX-10.4 6 dex104.txt LETTER AGMT DATED 10/13/2000 EXHIBIT 10.4 [LETTERHEAD OF SUNCOM APPEARS HERE] VIA FACSIMILE AND OVERNIGHT MAIL - -------------------------------- October 13, 2000 Tom Hunt SBA Towers, Inc. One Town Center Road Boca Raton, FL 33486 Re: Purchase Agreement dated September 15, 2000 by and among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers, Inc. and SBA Telecommunications, Inc. (the "Agreement") Dear Tom: As contemplated in Section 3(a) of the Agreement, the Credit Agreement has now been amended to permit additional Sites to be transferred to SBA. Accordingly, I propose that with your acknowledgement, this letter serves to amend the Agreement to increase the number of Sites up to and including Two Hundred and Seventy-Five (275) completed Sites and increase the aggregate purchase price to Ninety Million Sixty Two Thousand Five Hundred Dollars ($90,062,500.00). All other terms and conditions of the Agreement shall remain in full force and effect. If acceptable to you please return your executed acknowledgement to me by facsimile at (703) 236-1376. Sincerely, /s/ Ronald W. Keefe, Jr. Ronald W. Keefe, Jr. Acknowledged and Agreed to by: TeleCorp Realty, LLC Acknowledged and Agreed to by: By: SBA Towers, Inc. --------------------------- SBA Telecommunications, Inc. It's: ------------------------- By: /s/ John Marino TeleCorp Puerto Rico Realty, Inc. --------------------------- By: It's: Chief Financial Officer --------------------------- It's: ------------------------- TeleCorp Communications, Inc. By: --------------------------- It's: ------------------------- EX-10.5 7 dex105.txt LETTER AGMT DATED 2/17/2001 EXHIBIT 10.5 [LOGO] Via Federal Express and Facsimile TeleCorp PCS, Inc. - --------------------------------- Suite 800 1010 N. Glebe Road February 17, 2001 Arlington, VA 22201 Ronald G. Bizcik Tel 703.236.1100 Chief Operating Officer Fax 703.236.1101 SBA Towers, Inc. One Town Center Road, 3rd Floor Boca Raton, FL 33486 Dear Ron: I am writing this letter to confirm our agreement today with respect to that certain, Purchase Agreement ("Agreement") entered into by and among TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc. (collectively "TeleCorp") and SBA Towers, Inc. ("SBA") on September 15, 2000. SBA and TeleCorp hereby agree that a Closing shall occur on March 16, 2001, at which time a minimum of two hundred (200) Sites shall be approved for purchase by SBA and conveyed by TeleCorp to NewCo. Subsequent to such Closing and through July 19, 2001, SBA and TeleCorp shall continue pursuant to Section 7(c) of the Agreement to take Curative Actions with respect to any Sites subject to the Agreement but not yet closed upon. One or more Closings upon such sites shall occur at such times or times as may be agreed upon by the parties. In the event a March 16th 2001 Closing does not occur as contemplated herein, TeleCorp hereby reserves its right under Section 7(g) to terminate the Agreement as result of the rejection by SBA of more than fifteen (15) of the two hundred seventy-five (275) sites which were subject to the Agreement and to pursue any remedies available to it at law or equity for breach of the Agreement as modified by this letter agreement. Except as set forth herein, all terms and conditions of the Agreement shall remain in full force and effect. If you agree to the modifications to the Agreement contained herein, please sign the acknowledgement set forth below and return the signature page to me via facsimile at (703) 236-1376. Sincerely, /s/ Ronald W. Keefe Ronald W. Keefe, Jr. Acknowledged and agreed to; SBA Towers, Inc. By: /s/ Jeffery A. Stoops ----------------------- Its: President ---------------------- cc: Paul Hines Gunster Yoakley & Stewart, P.A. 777 South Flagler Drive Suite 500-East Tower West Palm Beach, FL 33401 Todd A. Lewellen Lewellen & Frazier, PLC 415 North McKinley, Suite 1240 Little Rock, AR 72205 John Marino Jeffery Stoops SBA Towers, Inc. One Town Center Road, 3rd Floor Boca Raton, FL 33486 -----END PRIVACY-ENHANCED MESSAGE-----