Master Build-to-Suite and License Agreement

Crown Contract Number: T016



MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT





CROWN COMMUNICATION INC.,

A DELAWARE CORPORATION,



doing business in



Arizona as Crown Communications New Mexico as CommCrown Inc.

Colorado as Crown Communications North Carolina as Crown

Delaware as Crown Communication Inc. Communication Inc.

Florida as Crown Comm Inc. North Dakota as Crown Communications

Indiana as CommCrown Inc. Ohio as Crown Communications

Kentucky as Crown Communications Oklahoma as Crown Comm Inc. Louisiana as Crown Communication Inc. Pennsylvania as Crown Communications

(of Delaware) South Carolina as Crown

Michigan as Crown Communication Inc. Communication Inc. Mississippi as Crown Communication Inc. Tennessee as Crown Communications

Nevada as Crown Communication Inc. Texas as Crown Comm, Inc.

New Jersey as Crown Comm Inc. Utah as Crown Communication Inc.

Virginia as Crown Communication Inc.



West Virginia as Crown Communications





TRITEL COMMUNICATIONS, INC.,

A DELAWARE CORPORATION





MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT



THIS MASTER BUILD-TO-SUIT SERVICES AND LICENSE AGREEMENT (the "Agreement" or "Master License") is made this ____ day of ___________________, 1999, between TRITEL COMMUNICATIONS, INC., a Delaware corporation, with its principal offices located at 112 East State Street, Suite B, Ridgeland, Mississippi 39157 ("TRITEL"), and CROWN COMMUNICATION INC., a Delaware corporation, (doing business in various jurisdictions as indicated on the cover page of this Agreement), with its principal offices located at 375 Southpointe Boulevard, Canonsburg, Pennsylvania 15317 ("CROWN").



W I T N E S S E T H:



WHEREAS, CROWN owns or controls or will acquire real property on which it has or will be constructing communications facilities used for the installation of wireless communications equipment ("Crown Site");



WHEREAS, TRITEL is a wireless communications services provider that owns and operates communications facilities;



WHEREAS, TRITEL desires to obtain the right to install and operate its equipment on communications facilities in service areas licensed by the Federal Communications Commission ("FCC") to TRITEL and its affiliates; and



WHEREAS, TRITEL desires to contract with CROWN to provide build-to-suit and development services in accordance with the terms of this Agreement.



NOW THEREFORE, for [CONFIDENTIAL TREATMENT REQUESTED] and other good and valuable consideration including the mutual covenants contained herein, the legal receipt and sufficiency of which are hereby mutually acknowledged, the parties intend to be legally bound hereby and do agree as follows:



I. GRANT, PRE-DEVELOPMENT SERVICES AND ASSIGNMENT



I.A. GRANT.



TRITEL grants CROWN the nonexclusive right to develop, construct and license those sites in TRITEL Markets which involve the construction of towers and related facilities ("Tower Sites" or "Sites") upon the terms and conditions of this Master License. CROWN acknowledges and agrees that the right to develop, construct and license the Tower Sites is not an exclusive right and that TRITEL may grant similar rights to other parties; however, TRITEL shall offer CROWN the opportunity to develop, construct and license the minimum number of Sites in accordance with the Schedules attached to Exhibit "C" to this Agreement.



I.B. APPLICATION.





I.B.1 NOTICE. In the event that TRITEL identifies a Tower Site or search ring where it desires to place wireless communications equipment for its business operational purposes, and TRITEL intends to grant to CROWN the right to develop, construct and lease such Tower Site and license usage of such Tower Site to TRITEL, TRITEL shall give CROWN notice thereof as follows:



I.B.1.a. NOTICE OF SEARCH RING. In the event that TRITEL has issued a search ring for the Tower Site, but has not obtained a lease, contract, option or other right to lease the property for the Tower Site, TRITEL shall notify CROWN in writing of the Parameters of the search ring for the Tower Site (the "Search Ring Notice").



I.B.1.b. NOTICE OF LEASE. In the event that TRITEL has obtained an option, lease, contract or other right to lease the property for the Tower Site, TRITEL shall notify CROWN in writing of and deliver to CROWN a complete copy of the lease, option, contract or other right to lease the property for the Tower Site (the "Lease Notice").



I.B.1.c. NOTICE OF BUILDING PERMIT. In the event that TRITEL has obtained a lease, contract, option or other right to lease property for a Tower Site and is preparing to apply for a building permit for the Tower Site, TRITEL shall notify CROWN in writing, at least ten (10) days before the date that TRITEL intends to make application for a building permit for Tower Site (the "Building Permit Notice") (the Search Ring Notice, the Lease Notice and the Building Permit Notice shall be collectively referred to as the "Notice of Tower Site").



I.B.1.d. OBLIGATION TO GIVE NOTICE. Notwithstanding paragraphs I.B.1.a, b, and c, TRITEL shall not be obligated to provide CROWN the Notice of Tower Site until ten (10) days prior to the date that TRITEL intends to make application for a building permit for the Tower Site, provided however, TRITEL may elect to provide CROWN Notice of the Tower Site pursuant to I.B.1.a. or I.B.1.b. above.



I.B.2 ACCEPTANCE OR REJECTION OF TOWER SITE. CROWN shall have a period of twenty (20) days (the "Application Period") from the date of receipt of the Notice of Tower Site to accept (in the event of acceptance, the "Notice of Acceptance") or reject in writing any such Tower Site because of any characteristics associated with the Tower Site which would in the reasonable opinion of CROWN adversely impact CROWN's development or ownership of the Tower Site. In the event that CROWN fails to provide TRITEL with written notice of either CROWN's acceptance or rejection of the Tower Site within this twenty (20) day period, CROWN shall be deemed to have rejected such Tower Site. In the event that CROWN rejects any Tower Site, CROWN shall have no right to require an assignment of the Prime Lease or obligation to develop the Tower Site and TRITEL shall have no further obligation to CROWN in regards to the Tower Site under the terms of the Agreement.



Notwithstanding the foregoing, the parties acknowledge that some of the Notices of Tower Sites may include Tower Sites that CROWN may conditionally accept and attempt to obtain further Governmental Approvals (as defined in Section I.F.) in order to develop and construct those Tower Sites to CROWN's needs, i.e., developing a multi-carrier, co-locatable Tower Site. Such conditional approval includes CROWN's right to thereafter reject the Tower Site because of CROWN's inability to obtain additional Governmental Approvals to so develop





the Tower Site subject to any terms or provisions which may be in the Schedules attached to Exhibit "C".



I.C. DUE DILIGENCE. During the (i) Application Period; and (ii) period between the Application Period and the Commencement Date of the applicable SLA, in the event that CROWN provides TRITEL with a Notice of Acceptance upon the Tower Site; and (iii) term of the applicable SLA, provided that CROWN has assumed the Prime Lease, if applicable, and entered into a SLA with TRITEL, TRITEL shall make available to CROWN such information as CROWN may reasonably require about the Tower Site, which information shall include, but shall not be limited to: (a) zoning permits and approvals, variances, building permits and such other federal, state or local governmental approvals which have been obtained or for which TRITEL has made application; (b) the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Site; (c) the geotechnical report for the Site which has been commissioned by TRITEL, if commissioned by TRITEL; (d) the title reports, commitments for title insurance, ownership and encumbrance reports, title opinion letters, copies of instruments in the chain of title or any other information which may have been produced regarding title to the Site and the Easements; and (e) the environmental assessments including phase I reports and any reports relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to National Environmental Protection Act ("NEPA") requirements and any other information which may have been produced regarding the environmental condition of the Site, the Easements or neighboring real property. TRITEL shall cooperate with CROWN in making reasonable modifications to the foregoing information at the request of CROWN.



I.D. ASSIGNMENT AND ASSUMPTION OF PRIME LEASE. In the event that CROWN accepts the Tower Site for development pursuant to section I.B.2 of this Agreement, and TRITEL has entered a Prime Lease with the Prime Lessor, TRITEL shall assign to CROWN, and CROWN shall assume and agree to be bound by, the Prime Lease, together with the Easements to the Site pursuant to the Assignment and the relationship of CROWN and TRITEL with regard to the Tower Site shall thereafter be governed by this Agreement. The form of the Assignment by which TRITEL assigns the Prime Lease and any Easements to CROWN shall be substantially the same form as that which is attached hereto as Exhibit "A". The Assignment shall be executed by TRITEL and CROWN in three (3) counterpart originals, and one original execution copy shall be delivered to TRITEL and two (2) original execution copies shall be delivered to CROWN within ten (10) days of the Notice of Acceptance. In addition thereto, CROWN and TRITEL shall execute a Memorandum of Assignment in substantially the form of Exhibit "B" to be recorded in the office of the property records in the County where the Site is located. The Memorandum of Assignment shall be executed and delivered to CROWN within ten (10) days of the Notice of Acceptance. CROWN shall record the Assignment prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Site is located. In addition thereto, CROWN shall exercise its best efforts to obtain from the Prime Lessor a release of TRITEL from all liabilities under the Prime Lease, such best efforts being accomplished by providing the Prime Lessor with the form of the Estoppel Certificate attached hereto as Exhibit "G" and requesting its execution. If the Prime Lessor refuses to execute such Estoppel Certificate, then CROWN agrees to indemnify and hold harmless TRITEL from any assertions made by the Prime Lessor against TRITEL as a result of the breach of any underlying agreement obligations. Furthermore,





CROWN shall and hereby agrees to hold TRITEL harmless and indemnify TRITEL from any and all claims, losses, obligations, damages, costs or expenses ever suffered, threatened or incurred by TRITEL by reason of any act or omission of CROWN under the Prime Lease, including without limitation, any default under the Prime Lease. TRITEL shall hereby agree to hold CROWN harmless and indemnify CROWN from any or all claims, losses, objections, damages, costs or expenses suffered, threatened, or incurred by CROWN by reason of any act or omission of TRITEL under the Prime Lease which occurred or accrued prior to the Assignment.



I.E. COMPLETION OF PRE-DEVELOPMENT WORK.



I.E.1 In the event that CROWN accepts the Tower Site prior to the entry of a Prime Lease pursuant to the issuance of a Search Ring Notice, CROWN shall respond to each Search Ring Notice within thirty (30) days of its receipt by identifying up to three (3) potential sites reasonably consistent with the requirements of the Search Ring Notice. Within ten (10) business days of CROWN's submission to TRITEL of the three candidates for the Tower Site, TRITEL shall test and/or review the preferred candidate or candidates for the Tower Site and give CROWN notice whether the candidate(s) is or are satisfactory to fulfill the conditions of the Search Ring Notice and to satisfy TRITEL's conditions and criteria for the construction of its wireless communications network. In the event that TRITEL elects to accept one of the candidates for the Tower Site, TRITEL shall give CROWN notice that TRITEL accepts the Tower Site ("Preliminary Site Acceptance") and that within ten (10) days of CROWN's receipt of the notice that TRITEL has preliminarily accepted the Tower Site, CROWN shall commence obtaining all Pre-Development Information pursuant to Sections I.E. and I.F. CROWN shall deliver a copy of a completely executed, complete and duly authorized lease with the Prime Lessor within thirty (30) days of the Preliminary Site Acceptance.



I.E.2 In the event that CROWN accepts the Tower Site prior to the time that a building permit has been issued for the Tower Site, CROWN shall obtain and be responsible and liable for the completion of all matters necessary to complete the construction of the Tower Facilities upon the Tower Site, including without limitation: (a) obtaining preliminary Federal Aviation Administration ("FAA") aeronautical evaluations for the Tower Site; (b) obtaining the construction, engineering and architectural drawings and related site plan and surveys pertaining to the construction of the Tower Facilities on the Tower Site; (c) obtaining the geotechnical report for the Tower Site; (d) obtaining a title report, commitment for title insurance, ownership and encumbrance report, title opinion letter, copies of instruments in the chain of title or any other information which may have been produced regarding the marketability of title and title to the Tower Site and the Easements; and, (e) obtaining environmental assessments including phase I reports and a report relating to contemporaneous or subsequent intrusive testing, the "FCC Checklist" performed pursuant to NEPA requirements and any other information, documents, permits or items which may be necessary to obtain permits and maintain licensing for the operation of a wireless communications facility upon the Tower Site (collectively the "Pre-Development Information"). CROWN shall complete, make available to and deliver to TRITEL copies of all of the Pre-Development Information prior to the execution of a SLA, in accordance with the time frames outlined in Exhibit "C". The completion and delivery of the Pre-Development Information shall be subject to delays from substantial labor disputes, fire, unusual delay in deliveries not caused by or contributed to by CROWN or its contractors, abnormal adverse weather conditions not reasonably anticipated, or government actions or inactions not





caused or contributed to by CROWN, or other unavoidable casualties or similar causes beyond reasonable control of CROWN or CROWN's agents.



I.F. ZONING AND GOVERNMENTAL APPROVALS. CROWN acknowledges that TRITEL may desire to be involved in the zoning and governmental approval process for any Tower Site for which it is necessary to obtain any zoning or governmental approvals, permits, variances, or other action from any federal, state or local governmental body or entity ("Governmental Approvals") for the Tower Site and for those Tower Sites that CROWN has accepted prior to the issuance of such Government Approvals, where reasonably practicable and where CROWN has not entered into a lease or license with any other carrier for the use of the Tower Site. As such, the parties agree that if TRITEL desires to be involved in such approval process, then it shall provide CROWN with notice that it intends to be so involved; however, TRITEL recognizes that CROWN shall be the lead advocate in obtaining such approvals and coordinate its advocacy with TRITEL in a manner that will not cause adversity to TRITEL's business reputation. Although CROWN shall maintain the lead advocacy role, CROWN agrees to coordinate the following matters with TRITEL prior to their applicable uses:



(i) any application, motion, appeal or action ("Government

Application") for such Government Approvals; and



(ii) any presentations, witnesses, evidence, materials or reproduced

works, or similar items, matters or parties which CROWN intends

to utilize or present for or to any person, entity, body or

commission for such Governmental Approval; and



(iii) TRITEL's request to hire or use any witnesses, attorneys,

consultants, lobbyists, public relations consultants, or parties

which TRITEL deems reasonably necessary to obtain the

Governmental Approval.



If it is determined that TRITEL's participation or approved requests will increase the cost of obtaining such Governmental Approvals, then TRITEL shall pay and be liable for that added expense (the addition of which shall be documented by CROWN). In the event that CROWN has not entered into a lease or license with any other carrier for the usage of the Tower upon the Tower Site, TRITEL shall have the right at any time to withdraw, dismiss, terminate or otherwise cease any process, hearing or proceeding upon or regarding a Government Application. In the event that there is another carrier which has entered into a lease or license for space upon the Tower Facility and it is not necessary for the Government Approval to have more than one (1) carrier located upon the Tower Facility, and TRITEL desires to withdraw from the Government application, upon these terms and conditions, TRITEL may withdraw from the Government Application and shall have no further obligation to CROWN regarding the Applicable Tower Site. Notwithstanding the foregoing, CROWN may proceed with the Government Application, provided however, in the event that CROWN elects to proceed with the Government Application, TRITEL shall have no further obligation to CROWN in regards to the Government Application, the SLA or this Agreement. In the event that TRITEL desires to terminate, dismiss, withdraw or otherwise cease any process, hearing, or proceeding upon or regarding a Government Application and in the reasonable opinion of CROWN and CROWN s counsel (in writing) such Government application could have been approved and CROWN does not proceed with the Government Application as provided above or otherwise construct a tower or similar





facility upon the SITE, TRITEL shall reimburse CROWN for all fees and expenses incurred in connection with the Government Applications and the Pre-Development Costs.



I.G. DEFICIENCIES IN PRE-DEVELOPMENT INFORMATION.



Within fifteen (15) days following CROWN's delivery of all the Pre-Development Information, the Plans and Specifications and the Governmental Approval, as hereinafter defined, TRITEL may refuse to execute and reject a SLA on any Tower Site because of any deficiency in the Pre-Development Information or any deficiencies which are disclosed in the Pre-Development Information (which TRITEL did not obtain or prepare), including without limitation: (a) exceptions to the title of the Site or the Easements; (b) deficiencies in the Plans and Specifications; (c) deficiencies in the geotechnical analysis or environmental assessments for the Site or any deficiencies regarding the condition of the Site; (d) deficiencies in any requirements under the NEPA; (e) any deficiency in the SLA; or, (f) any deficiency in the Prime Lease or the due authorization thereof; or (g) any deficiency in the Governmental Approvals. In the event that TRITEL refuses to execute or rejects the SLA, TRITEL shall have no obligation to execute a SLA or obligation to CROWN under this Master License in regards to the Tower Site. Notwithstanding the foregoing, CROWN shall give TRITEL notice of any deficiency in the Pre-Development Information and shall have twenty (20) days from the date of such notice to cure, correct or otherwise modify such deficiency in the Pre-Development Information. In the event that CROWN does not cure such deficiency to the reasonable satisfaction of TRITEL, TRITEL refuses to execute or rejects the SLA, and CROWN does not construct a Tower upon the Tower Site, then TRITEL shall reimburse CROWN up to one-half of the Pre-Development Costs (hereinafter defined) which accrued, or were incurred prior to CROWN's notice of or knowledge of such deficiency in the Pre-Development Information, pursuant to the schedule of costs and milestones in Exhibit "C".



I.H. PRE-DEVELOPMENT COSTS.



CROWN shall reimburse TRITEL for the Pre-Development Costs as specified in Exhibit "C."



I.I. NOTICE TO PROCEED AND CLOSE-OUT PACKAGE.



Upon completion of necessary site acquisition tasks, as described in this Section I, CROWN will issue a notice to proceed (herein "Notice to Proceed") to TRITEL indicating that construction is ready to commence. TRITEL by accepting, executing and returning to CROWN the Notice to Proceed shall evidence its interest in executing a SLA for the particular Site. CROWN will also provide a Close-Out Package that represents the development of the Site and site acquisition associated with completing the Site for TRITEL's use. The Close-Out Package shall be due to TRITEL upon TRITEL's activation of its antennas at the Site in TRITEL's regular course of business (not upon testing). The following is a summary of documents to be delivered by CROWN to TRITEL in the Close-Out Package:



o A copy of the Search Proposal relating to the Site.



o Description of potential sites identified by CROWN in each search



o Summaries of any title work acquired or an underlying lease, deed

or contract that govern TRITEL's or CROWN's use of the Site and

copies of any and all documents, instruments or agreements which

were executed and if recorded being stamped or





otherwise evidencing that same was filed in the land records of

the appropriate jurisdiction and that any other action was taken

which was necessary to remove the title exception from the Site



o Instruments showing the due authorization of the Prime Lease by

the Prime Lessor



o In the event that the Prime Lessor is not an individual, copies of

the bylaws, corporate charter, partnership agreement, certificate

of partnership, articles of organization, membership agreement,

trust agreement or similar documents, whichever may be applicable,

and a certificate of existence from the state of formation of the

Prime Lessor dated within thirty (30) days of the date of the

Prime Lease



o NEPA Checklist showing no action items under NEPA requirements



o "Phase I" Environmental Assessment performed at the Site



o Copies of all FAA approvals for the Site



o News articles concerning development of the Site, if found or

known by CROWN.



o A copy of an original document that grants to CROWN an interest in

the Site at the property and, if applicable, a memorandum of said

document, either such document or memorandum being stamped or

otherwise evidencing that same was filed in the land records of

the appropriate jurisdiction and that any other action was taken

which was necessary to perfect CROWN's interest in the Site.



o A copy of an original document that grants to CROWN an interest in

any and all Easements to the real property at the Site, stamped or

otherwise evidencing that same was filed in the land records of

the appropriate jurisdiction and that any other action was taken

which was necessary to perfect CROWN's interest in the Easements.



o A copy of a memorandum of Site License stamped or otherwise

evidencing that same was filed in the land records of the

appropriate jurisdiction and that any other action was taken which

was necessary to perfect TRITEL's interest in the Site.



o Materials, studies, correspondence (including e-mail), analyses,

drawings, and specifications used as evidence to support permits

granted for the Site or created for TRITEL by third parties.



o A copy of the executed SLA authorizing TRITEL to use the Site and

any landlord consents and/or estoppel certificates, if applicable.



o Survey of the Site



o Plans and specifications for the Tower and TRITEL's Equipment to

be located upon the Site



I.J. AGREEMENT NOT EXCLUSIVE.



CROWN acknowledges and agrees that the right to perform site development services and build-to-suit and construction services under this Agreement is not an exclusive right and that TRITEL may grant similar rights to other parties and such grants and agreements shall not be a violation of or default under this Agreement. However, the parties acknowledge that once the Notice of Tower Site is issued by TRITEL to CROWN, then that particular search ring area shall become exclusive to CROWN until CROWN rejects such Site, defaults under the term of





this Agreement or TRITEL or CROWN is otherwise entitled to reject such SLA under the terms of this Agreement.



II. MASTER LICENSE AGREEMENT



II.A. SITE LICENSE.



II.A.1 Each location for which TRITEL issues a Preliminary Site Acceptance or an Assignment of Lease, CROWN shall prepare, and the parties will execute, a Site License Acknowledgment ("SLA" or "Site License") in the form attached hereto as Exhibit "D" describing the specific location, description and size of that portion of the Site designated for TRITEL's use. Such execution shall occur within fifteen (15) days of submission of all of the Pre-Development Information and all zoning and other Governmental Approvals to TRITEL by CROWN, but in any event not before all time periods have elapsed for TRITEL and/or CROWN to review and/or object to any and all Pre-Development Information, Governmental Approvals and/or the Plans and Specifications. Upon such execution, CROWN shall, and hereby does license to TRITEL, and agree to allow TRITEL to use, the Site upon the terms and conditions of this Agreement and the SLA. The terms of this Agreement shall be incorporated in each Site License as if stated therein. The use of the Site authorized to TRITEL in each Site-specific SLA is referred to herein as the "TRITEL Premises." The term "TRITEL Premises" shall also include and mean TRITEL's space upon the Tower, TRITEL's ground space at the Site for the location of a cabinet or shelter (the "Ground Space"), all cables, wires, conduit, etc., connecting to and from TRITEL's Equipment upon the Tower and to and from TRITEL's Equipment upon the Ground Space, and the non-exclusive right of TRITEL to use any and all Easements. The terms and conditions of this Agreement shall become a part of and incorporated into each SLA and the use of the TRITEL Premises shall be subject to this Agreement except with regard to information that is ...