Form Of Opinion To Direct Construction Or Acqu.

EXHIBIT 10.6


OPTION TO DIRECT CONSTRUCTION OR ACQUISITION OF
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ADDITIONAL TOWER FACILITIES
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THIS OPTION TO DIRECT CONSTRUCTION OR ACQUISITION OF ADDITIONAL TOWER FACILITIES (the "Option"), is made this ____ day of January, 1998, by and between PINNACLE TOWERS INC. (as "Developer/Lessor") and SOUTHERN COMMUNICATIONS SERVICES, INC. ("SoComm").


W I T N E S S E T H:
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WHEREAS, SoComm and Developer/Lessor have this day consummated a transaction pursuant to which SoComm did convey to Developer/Lessor certain rights and interests in communications tower sites and certain other, related facilities and improvements in the States of Georgia, Alabama, Mississippi and Florida;


WHEREAS, as a material element of such agreement for conveyance by SoComm, without which SoComm would not have consummated a transaction conveying such tower sites and facilities with Developer/Lessor, Developer/Lessor has agreed with SoComm to provide certain further services to and for the benefit of SoComm, related to the possible construction of further tower sites;


WHEREAS, SoComm's "Southern LINC" wireless communication source is critical to the needs of affiliated electric utility users, as well as commercial customers that include state, county and municipal government users and emergency services users, and SoComm itself is and shall be an anchor tenant on the any of the "Sites" (as herein defined) constructed or acquired under this Option;


WHEREAS, SoComm and Developer/Lessor desire to enter into this Option, to reflect the terms and conditions under which Developer/Lessor may, at the direction and in the sole discretion of SoComm, perform certain services for SoComm related to the construction or acquisition of certain telecommunications tower facilities, as such services and facilities are further described herein.


NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, paid by the parties hereto to one another, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:


1. Term. The term of this Option shall commence on the date hereof
---- and shall expire, unless sooner terminated in accordance with the terms hereof, ten (10) years after the date hereof.


2. Option to Direct Acquisition and Construction. (a) SoComm shall
--------------------------------------------- have the right at any time and from time to time, at the sole option of SoComm, by a notice to Developer/Lessor, to direct Developer/Lessor to use Developer/Lessor's commercially reasonable efforts to construct or cause the construction or acquisition (as applicable) of up to, but not in excess of, eighty (80) new towers or existing towers, for the purpose of permitting the placement thereon of communications antenna and related equipment (individually a "Tower" and collectively the "Towers") for the benefit of SoComm or its designees, on any one of the potential tower sites within an area, or "search ring", (individually a "Site" or collectively the "Sites"), designated or provided from time to time by SoComm, within the States of Florida, Alabama, Mississippi or Georgia.


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(b) SoComm shall have the right to have notice of and to consent to any and all contractors and subcontractors Developer/Lessor may use in connection with or as a part of the fulfillment or achievement of the obligations of Developer/Lessor hereunder, such consent of SoComm not to be unreasonably withheld or delayed. Developer/Lessor shall not utilize any contractor or subcontractor to which SoComm has not previously given its consent. [PROVIDE PRE-APPROVED LIST OF VENDORS/CONTRACTORS.]


(c) Upon the notice from SoComm as provided in Paragraph 2(a) above, Developer/Lessor hereby covenants and agrees to use Developer/Lessor's commercially reasonable efforts to cause the construction or acquisition, as applicable, of the Towers as contemplated herein; provided, however, that in attempting to cause such construction or acquisition, Developer/Lessor shall not be entitled to take into account the commercial viability or profitability of the Tower, once constructed, as a part of Developer/Lessor's determination of undertaking commercially reasonable efforts as required herein. As a part of such Tower construction or acquisition, Developer/Lessor shall and hereby covenants and agrees to use Developer/Lessor's commercially reasonable efforts to acquire fee simple title or ground lease to the Site in question, without encumbrances except for those which would not in any manner adversely impact upon the use of such Tower by SoComm, as contemplated herein. Developer/Lessor's site selected may be subject to a mortgage, deed to secure debt or other such encumbrance, so long as the foreclosure thereof would not terminate or otherwise adversely affect SoComm's rights under the "Lease" (as herein defined).


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