Block C PCS Management And Construction Services Agreement

BTA MANAGEMENT AND
CONSTRUCTION SERVICES AGREEMENT


THIS Agreement ("Agreement") dated as of July 1, 1996, is made by and between MERCURY, INC., a Louisiana corporation ("MI"), and MERETEL COMMUNICATIONS, LIMITED PARTNERSHIP, a Louisiana partnership in commendum ("MC").


WITNESSETH


WHEREAS, MC won the Block C auction held by the Federal Communications Commission (the "FCC") to construct a personal communications service ("PCS") system operating on Frequency Block C (the "System") to nerve various basic trading areas ("BTAs") specified by the FCC including the following: BTA #034 - Beaumont, BTA #236 - Lafayette parishes, and BTA #265 - Lufkin (the "Territory").


WHEREAS, MC desires to enter into an agreement for the construction, management and operation of the System in the Territory, at all times subject to oversight, review, supervision and control by MC;


WHEREAS, MI has the necessary experience, resources and expertise pertinent to PCS system to provide the services contemplated by this Agreement for the construction, management and operation of the System and the provision by the System of quality PCS service to the public; and


WHEREAS, all of the foregoing and all of the agreements between the parties herein shall be subject to FCC and other regulatory approvals, if any, as required by law.


NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed as follows:


ARTICLE I.


DEFINITIONS


1.1 Initial Construction - Construction as proposed by MC's equipment vendor/consultant to meet the first phase of the buildout of the System as submitted by MC.


1.2 System Design - The RF and network plan of implementation as submitted by MC.


1.3 Additional Construction - Construction as submitted by MC to provide additional or fill-in coverage or capacity after the first phase of the buildout of the System.


1.4 Operating License - Authority to operate the System as granted by the FCC.


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CONSTRUCTION SERVICE


1.5 GENERAL


(a) Subject to MC's oversight and control, MI shall manage and
supervise: (i) the Initial Construction of the System in the
Territory in accordance with the System Design; and (ii) such
Additional Construction as may be necessary to expand the
System in the Territory to satisfy the requirement of the
FCC's rules and to meet demand in the Territory in accordance
with the System Design. MI shall use its best efforts to
devote such time and resources to construction of the System
in the Territory as may reasonably be necessary for completion
of construction of the Initial System within eighteen (18)
months after grant of the Operating License ("Initial
Construction Completion Date") by the FCC.


1.6 DESIGN DEVELOPMENT AND SYSTEM CONSTRUCTION. MI, subject to MC's supervision, shall be responsible for the competent, business like and timely management and supervision of all activities integral to the construction of the System in the Territory, including, but not limited to, the following:


(i) review of the System Design proposed by MC, and, if MI
recommends modifying the System Design, developing for MC's
consideration and approval a new System Design, including, but
not limited to, development of a cell configuration,
formulation of a frequency plan, analysis of propagation
characteristics, projection of the probable volume and
location of demand, allocation of system capacity, and
selection of control point, base station, and business office
sites;


(ii) negotiation as agent for MC of such leases, options and
contracts and the securing of such third party consents and
agreements, including the entering into as agent for MC of
such purchase agreements, leases or contracts, as may be
necessary to permit the full use of the control point, base
station, and business office sites selected;


(iii) secure as agent for MC such zoning or other necessary
governmental approvals as may be required to permit the use of
the control point, base station, and business office sites
selected and acquired;


(iv) if requested by MC, preparation of proposed modifications to
the Operating License for MC's review, prior approval and
execution and, as agent for MC, securing FCC approval of any
FCC applications for such modifications to be filed by MC, and
securing as agent for MC such Federal Aviation Administration
("FAA") approvals as may be required for tower and antenna
placements and heights;


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(v) preparation of control point, base station, and business
office sites, including construction and/or modifications of
radio towers and buildings, if needed, to house switching and
base station equipment, construction and/or improvement of
access roads, and installations of such security facilities as
may be necessary to meet FCC, vendor and/or sound business
requirements.


(vi) installation of switching and base station equipment and such
other facilities as may be necessary or appropriate for the
operation of such equipment and the System in the Territory
or, to the extent appropriate to or required by the System
Design, the negotiation and execution, as agent for MC, and
subject to MC's prior approval, of such agreements as are
necessary to obtain use of the joint or shared switching
facilities of any other existing or planned PCS systems,
provided that such planned system will become operational by
such date as to allow the timely commencement of operations of
the System; and


(vii) if requested by MC, the preparation and filing of any
applications necessary to obtain the Operating License from the
FCC for the Territory.


(viii) coordinate with other contractors providing similar services
to MC for other BTAs included in the System but outside the
Territory.


1.7 INTERCONNECTION. MC may direct and in such event MI shall be responsible for negotiating, as agent for MC, with such local exchange telephone company or companies as MI may deem appropriate, the terms and conditions by which the System in the Territory will be interconnected to the local exchange switched telephone network and/or to the facilities of one or more interexchange common carriers, and shall supervise and manage such interconnections.


ARTICLE II.


MANAGEMENT AND OPERATION


2.1 GENERAL. Subject to MC's oversight and control, MI shall manage and supervise the daily operations of the System in the Territory. To this end, MI shall provi ...