EXHIBIT 99.1

CONFIDENTIAL EXECUTION COPY

AGREEMENT TO SUBLEASE

by and among

BELLSOUTH MOBILITY INC,

BELLSOUTH TELECOMMUNICATIONS, INC.,

THE TRANSFERRING ENTITIES,

CROWN CASTLE INTERNATIONAL CORP.

and

CROWN CASTLE SOUTH INC.

June 1, 1999

ARTICLE 1 DEFINITIONS........................................................................................     2
         1.1 Definitions.....................................................................................     2
         1.2 Other Capitalized Terms.........................................................................    10

ARTICLE 2 AGREEMENT DOCUMENTS................................................................................    10

ARTICLE 3 CONVEYANCE AND CONSIDERATION.......................................................................    11
         3.1 Conveyance......................................................................................    11
         3.2 Consideration...................................................................................    11
         3.3 Maintained Sites................................................................................    12
         3.4 Increase in Consideration.......................................................................    13
         3.5 Proration.......................................................................................    13
         3.6 Existing Louisiana Sites........................................................................    14
         3.7 Consents Under Ground Leases....................................................................    14

ARTICLE 4 CLOSINGS...........................................................................................    15
         4.1 Closings........................................................................................    15
         4.2 Transactions and Documents at the Closings......................................................    16
         4.3 Costs of Closing................................................................................    17
         4.4 Further Assurances..............................................................................    17
         4.5 Field Inspection................................................................................    18
         4.6 Deferral of Closings............................................................................    19
         4.7 Re-Recordation..................................................................................    20
         4.8 Title Searches..................................................................................    20

ARTICLE 5 ADDITIONAL AGREEMENTS..............................................................................    20
         5.1 Expenses........................................................................................    20
         5.2 Brokers.........................................................................................    20
         5.3 Risk of Loss and Insurance......................................................................    21
         5.4 Condemnation....................................................................................    21
         5.5 Publicity.......................................................................................    21
         5.6 TowerCo's Access and Inspection.................................................................    21
         5.7 Parent's Public Documents and Access to Information.............................................    22
         5.8 Parent Stock....................................................................................    22
         5.9 Cooperation.....................................................................................    22
         5.10 Governmental Filings...........................................................................    22
         5.11Confidentiality.................................................................................    23
         5.12 Real Estate Matters............................................................................    24
         5.13 TowerCo's Employees............................................................................    25
         5.14 Update of Information..........................................................................    26
         5.15 CCIC's Guaranty................................................................................    26

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRANSFERRING ENTITIES.................................    27
         6.1 Organization, Authority and Qualification.......................................................    27
         6.2 Capacity; Inconsistent Obligations..............................................................    28
         6.3 Consents........................................................................................    28
         6.4 No Violation; Compliance with Laws..............................................................    28
         6.5 Litigation; Contingencies.......................................................................    29
         6.6 Leased and Owned Sites..........................................................................    29
         6.7 Real Property...................................................................................    29
         6.8 Eminent Domain..................................................................................    30
         6.9 Taxes...........................................................................................    30
         6.10 Governmental Permits...........................................................................    30
         6.11 Environmental Matters..........................................................................    30
         6.12 Leases and Other Agreements....................................................................    30
         6.13 No Undisclosed Liabilities.....................................................................    31
         6.14 Authorization..................................................................................    31
         6.15 No Other Warranties............................................................................    31

ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS OF TOWERCO...............................................    31
         7.1 Organization, Authority and Qualification.......................................................    31
         7.2 Ownership of Shares; Subsidiaries...............................................................    32
         7.3 Capacity; Inconsistent Obligations..............................................................    32
         7.4 Consents........................................................................................    33
         7.5 No Violation; Compliance with Laws..............................................................    33
         7.6 Liabilities.....................................................................................    33
         7.7 Litigation; Contingencies.......................................................................    33
         7.8 TowerCo Financial Statements....................................................................    33
         7.9 No Broker.......................................................................................    33
         7.10 No Other Warranties............................................................................    33

ARTICLE 8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF CCIC..................................................    34
         8.1 Organization, Authority and Qualification.......................................................    34
         8.2 Capacity; Inconsistent Obligations..............................................................    34
         8.3 Authorization of Parent Stock...................................................................    34
         8.4 Consents........................................................................................    34
         8.5 No Violation; Compliance with Laws..............................................................    35
         8.6 Litigation; Contingencies.......................................................................    35
         8.7 SEC Reports.....................................................................................    35
         8.8 No Other Warranties.............................................................................    35

ARTICLE 9 CONDUCT OF BUSINESS PENDING CLOSINGS...............................................................    36
         9.1 Conduct of Business by BMI and the Transferring Entities........................................    36
         9.2 Conduct of Business by CCIC and TowerCo.........................................................    36

ARTICLE 10 CONDITIONS TO OBLIGATIONS OF TRANSFERRING ENTITIES................................................    37
         10.1 Representations and Warranties.................................................................    37
         10.2 Compliance with Agreements and Conditions......................................................    37
         10.3 Closing Certificates...........................................................................    38
         10.4 Corporate Consents.............................................................................    38
         10.5 Consents and Approvals.........................................................................    38
         10.6 No Litigation..................................................................................    38
         10.7 Fundamental Transactions.......................................................................    38
         10.8 Build-to-Suit Agreement........................................................................    38
         10.9 BMI Sublease and BST Lease.....................................................................    38
         10.10 Site Maintenance Agreement....................................................................    39
         10.11 Registration Rights Agreement.................................................................    39
         10.12 Amendment to Site Marketing Agreement.........................................................    39

ARTICLE 11 CONDITIONS TO OBLIGATIONS OF CCIC AND TOWERCO.....................................................    39
         11.1 Representations and Warranties.................................................................    39
         11.2 Compliance with Agreements and Conditions......................................................    39
         11.3 Closing Certificates...........................................................................    40
         11.4 Corporate Consents.............................................................................    40
         11.5 Consents and Approvals.........................................................................    40
         11.6 No Litigation..................................................................................    40
         11.7 Build-to-Suit Agreement........................................................................    40
         11.8 Sublease.......................................................................................    40
         11.9 Site Maintenance Agreement.....................................................................    41
         11.10 Amendment to Site Marketing Agreement.........................................................    41

ARTICLE 12 INDEMNIFICATION...................................................................................    41
         12.1 Indemnification by Transferring Entity.........................................................    41
         12.2 Indemnification by CCIC........................................................................    42
         12.3 Indemnification by TowerCo.....................................................................    42
         12.4 Procedure for Claims...........................................................................    43
         12.5 Defense of Claims..............................................................................    43
         12.6 Certain Limitations............................................................................    44
         12.7 Limitation on Liability........................................................................    44
         12.8 Survival.......................................................................................    45

ARTICLE 13 TERMINATION.......................................................................................    45
         13.1 Termination for Certain Causes by BMI..........................................................    45
         13.2 Termination for Passage of Time................................................................    46
         13.3 TowerCo's Remedies.............................................................................    46

ARTICLE 14 GENERAL PROVISIONS................................................................................    47
         14.1 Notices........................................................................................    47
         14.2 Facsimile as Writing...........................................................................    48

14.3 Assignment; Binding Effect.....................................................................    48
14.4 Headings.......................................................................................    48
14.5 Exhibits and Schedules.........................................................................    49
14.6 Defined Terms..................................................................................    49
14.7 Arbitration....................................................................................    49
14.8 Partial Invalidity and Severability............................................................    50
14.9 Waiver.........................................................................................    50
14.10 Rights Cumulative.............................................................................    50
14.11 Time of Essence; Dates........................................................................    50
14.12 Governing Law.................................................................................    50
14.13 Counterparts..................................................................................    51
14.14 Attorneys'Fees................................................................................    51
14.15 Authority.....................................................................................    51
14.16 Counsel.......................................................................................    51
14.17 Number and Gender.............................................................................    51
14.18 No Construction Against Preparer..............................................................    51
14.19 Entire Agreement; Modification................................................................    51
14.21 Power of Attorney.............................................................................    51

THIS AGREEMENT TO SUBLEASE, made and entered into this 1st day of June, 1999 (the "Agreement"), by and among BELLSOUTH MOBILITY INC, a Georgia corporation ("BMI"), BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation ("BST"), the BMI AFFILIATES listed in the signature pages hereof or which otherwise become parties hereto, CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("CCIC"), and CROWN CASTLE SOUTH INC., a wholly owned subsidiary of CCIC and a Delaware corporation ("TowerCo"),

WHEREAS, BMI and the other Transferring Entities (as defined herein), other than BST, are engaged in the business of, among other things, operating a cellular communications network in the states of Alabama, Arkansas, Florida, Georgia, Indiana, Kentucky, Louisiana, Mississippi and Tennessee (collectively, the "Cellular Territory") which network is comprised of cellular communications cell site locations as to which such Transferring Entities own fee simple title or a leasehold interest, leasehold estate or other real property interest; and

WHEREAS, BST is engaged in the business of, among other things, operating a wireline communications network in North Carolina, South Carolina and portions of the Cellular Territory (collectively, the "Territory"); and

WHEREAS, CCIC, TowerCo and CCIC subsidiaries are engaged in the business of, among other things, developing, constructing, managing, maintaining, marketing, operating and leasing networks of communications tower facilities, including the management of cellular communications sites and networks owned by third party providers of wireless telecommunications services; and

WHEREAS, in order to optimize the utilization and value of the cell site locations and network within the Territory, BMI, BST and the other Transferring Entities desire to enter into an agreement relating to: (i) the design, construction and installation by TowerCo on certain cell site locations radio tower structures and other improvements pursuant to the terms and conditions of the Agreement to Build to Suit of even date herewith (the "Build-to-Suit Agreement"), among BMI, CCIC and TowerCo; (ii) lease or sublease of certain cell site locations, including locations which are subject to the Build-to-Suit Agreement, by BMI and TowerCo pursuant to the terms and conditions of the Sublease of even date herewith (the "BMI Sublease"), among BMI, CCIC and TowerCo; (iii) lease or sublease of certain cell site locations, by BST and TowerCo pursuant to the terms and conditions of the BST Lease (as defined in
Section 1.1); (iv) marketing, maintenance and operation of certain cell site locations by TowerCo for the benefit of BMI and its Affiliates and other providers of wireless telecommunications services pursuant to the terms and conditions of the Site Maintenance Agreement (as defined in Section 1.1); and
(v) various other agreements with respect to the respective rights, duties and obligations of the parties relating to

the subject matter hereof, all as more particularly described in and subject to the terms and conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

"FAA" means the Federal Aviation Administration.
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"FCC" means the Federal Communications Commission.
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Section 4.5.

     "known," "to the best knowledge of," or words of similar import means, as
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to each party hereto, the actual knowledge of any person who is part of the management of such party (and any person succeeding to any such position prior to the Final Closing but only to the extent they acquire actual knowledge).

"Land" has the meaning given to such term in the applicable Sublease.
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"Laws" means all federal, state, county, municipal and other governmental
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constitutions, statutes, ordinances, codes, regulations, resolutions, rules, requirements and directives and all decisions, judgments, writs, injunctions, orders, decrees or demands of courts, administrative bodies and other authorities construing any of the foregoing.

interests, pledges, Mortgages, leases, licenses, conditional agreements, title retention agreements, preference, priority or other security agreements or preferential arrangements of any kind, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions and other title exceptions and encumbrances affecting all or any part of Land, the Tower and Improvements thereon.

the Permitted Use of any Site; (viii) restrictions and conditions due to zoning laws and regulations; and (ix) reservations, restrictions, limitations, conditions and other liens of public record.

Exhibit A      Form of BST Lease
Exhibit B      Form of Site Maintenance Agreement
Exhibit C      Assignment And Assumption Agreement
Exhibit D      Proration
Exhibit E      Identified Employees

(c) such additional documents as are incorporated by reference, including without limitation the Schedules attached hereto and each Disclosure Schedule provided by the Transferring Entities.

If any of the foregoing are inconsistent, this Agreement shall prevail over Exhibits and additional incorporated documents.

(b) Notwithstanding anything to the contrary contained in Section 3.1(a), the Transferred Interests shall not include, without limitation, any of the following: (i) under the BMI Sublease, the Reserved Space of the Included Sites; (ii) under the BMI Sublease, BMI's or its Affiliate's Improvements on the Included Sites; (iii) any equipment or transmissions systems used for the remote monitoring of the Included Sites; (iv) any and all rights that accrue or will accrue to BMI, BST or any other Transferring Entity under the Transaction Documents, including, without limitation, the Consideration; (v) any and all rights retained by and/or granted to BMI, BST or any other Transferring Entity pursuant to the Transaction Documents; and (vi) the Excluded Sites.

(b) CCIC will have the option, exercisable in its sole discretion, to increase the Initial Cash Consideration to up to $460,000,000 and decrease the Initial Stock Consideration to not less than $150,000,000 provided that the aggregate consideration must be not less than $610,000,000. CCIC must exercise the option prior to the Initial Closing, and the Stock Percentage and Cash Percentage shall be adjusted based on such exercise.

(c) The Consideration shall be due and payable, at each Closing, as follows:

(i) at the Initial Closing, TowerCo shall pay $3,500,000 in cash to BST and $6,500,000 in cash to BMI;

(ii) TowerCo shall pay the applicable Transferring Entity (A) the Cash Percentage of $324,324.32 in cash and the Stock Percentage of such

(iii) the cash portion of each payment under Section 3.2 or 3.4 shall be made by wire transfer of immediately available funds through the Federal Reserve System to an account designated in writing by BMI; and

(iv) CCIC, TowerCo and each Transferring Entity other than BMI acknowledge and agree that BMI will have the right to allocate the Stock Consideration and Cash Allocation in its sole discretion among and between Transferring Entities, but in no event shall such allocation change the Cash Percentage or the Stock Percentage.

(d) No fractional shares shall be issued as Stock Consideration, and an amount in cash (if any) shall be paid in lieu of any fractional part of a share otherwise resulting from the terms of this Section 3.2 equal to such fractional part of a share multiplied by the Initial Share Price.

(e) Whenever in this Agreement any Stock Consideration is to be issued to any Transferring Entity other than BMI, such Stock Consideration at the election of BMI, may be evidenced by a certificate issued to BMI (or other BMI Affiliates designated by BMI in writing from time to time prior to the applicable Closing) for the benefit of such Transferring Entity, which certificate may at BMI's option also evidence Stock Consideration issued to BMI and/or any other Transferring Entities.

(f) Notwithstanding the foregoing, the amount of Consideration payable to BST in respect of any BST Site listed in Schedule 3.2(f) (the "Sprint Constructed Sites") at the BST Closing or any other Closing in which a BST Site is included shall be reduced by the respective amount set forth in the column labeled "Total Rebate" minus the amount in the column labeled "Total Rebate SLAM Date to 6/30/99" opposite the applicable Sprint Constructed Site in Schedule 3.2(f) assuming a July 1, 1999 closing.

of the Final Closing the parties have not obtained such consent, such Site shall be a Maintained Site or an Excluded Site, at the Transferring Entity's option as provided herein. For purposes of determining the Consideration pursuant to
Section 3.2, Sites that become Maintained Sites pursuant to this Section 3.3 or Excluded Sites pursuant to Section 4.6, 5.3 or 5.4 shall not constitute an Included Site. In no event shall the number of Sites made subject to the Site Maintenance Agreement at all Closings exceed 300 Sites in the aggregate, unless TowerCo otherwise consents. Any Sites that do not become Included Sites or Maintained Sites pursuant to the foregoing, shall constitute Excluded Sites.

(b) In the event that the amount of any item to be prorated is not determinable at the time of each Closing, such proration shall be made on the basis of the best available information, and the applicable Transferring Entity and TowerCo shall re-prorate such item promptly upon receipt of the applicable bills therefor and shall make between themselves any equitable adjustment required by reason of any difference between the estimated amount used as a basis for the proration at each Closing and the actual amount subject to proration. In the event any prorated item is due and payable at the time of a Closing, the same shall be paid at such Closing. If any prorated item is not paid at a Closing, and either party has identified that item at Closing as a properly prorated item, the applicable Transferring Entity shall deliver to TowerCo the bills therefor promptly upon receipt thereof and TowerCo shall be responsible for the payment of TowerCo's pro rata share in full thereof within the time fixed for payment thereof and before the same becomes delinquent, provided that TowerCo's obligation to make such payment before it has become delinquent is subject to TowerCo's having received the bill therefor in a sufficiently

timely manner. In no event shall TowerCo be responsible for any prorated item about which TowerCo receives notice more than eighteen (18) months following the applicable Closing.

(a) Notwithstanding anything to the contrary in this Agreement, if the Ground Lessor with respect to any particular Site refuses to give its consent to BMI's or BST's subleasing of such Site to TowerCo and TowerCo's subsequent subleasing of portions of such Site to third parties (each, a "Ground Lessor Consent"), all pursuant to the applicable Sublease, then BMI or BST may, in its sole discretion, offer to such Ground Lessor, as an inducement to give such consent, an increase in the Ground Rent. If the proposed increase of the Ground Rent as to any Site is equal to or less than 25% of the then current Ground Rent (which then current Ground Rent is based on all then recurring monthly payments, it being understood that after the Ground Rent is increased, all future adjustments in the nature of annual or other recurring increases and/or existing revenue sharing arrangements shall apply to such increased Ground Rent) and such offer is accepted by the applicable Ground Lessor, then BMI or BST, as applicable, shall give CCIC written notice of such increase promptly thereafter and CCIC shall accept such Site and such Site shall become subject to the applicable Sublease. If the applicable Ground Lessor will agree to grant its consent to BMI's or BST's sublease of the Site to TowerCo and TowerCo's subsequent sublease of portions of the Site to third parties only if BMI or BST, as applicable, is willing to increase the Ground Rent under the applicable Ground Lease by more than twenty-five percent (25%) of the then current Ground Rent (which then current Ground Rent is based on all then recurring monthly payments, it being understood that after the Ground Rent is increased, all future adjustments in the nature of annual or other recurring increases and/or existing revenue sharing arrangements shall apply to such increased Ground Rent), then TowerCo will have (i) the right to participate in any subsequent discussions with the applicable Ground Lessor regarding the

obtaining of its consent and (ii) an option, exercisable within ten (10) days of receipt of notice from BMI or BST as applicable, to cause such Site not to become subject to the applicable Sublease, in which event such Site shall constitute a Maintained Site.

(b) If the parties are unable to obtain any Ground Lessor Consent by the applicable Closing, the parties shall continue using commercially reasonable efforts to obtain such Ground Lessor Consent in accordance with Section 3.7(a); provided, that if the parties subsequently obtain such Ground Lessor Consent as to any Site, the Closing for such Site shall take place at the Closing next succeeding the date on which such Ground Lessor Consent is obtained, or, if the Final Closing has occurred, within six (6) months after the Final Closing at a time agreed by the parties; provided further, no Closings for such Sites shall occur after the expiration of such six (6) month period, unless the parties otherwise agree.

(c) In pursuing any Ground Lessor Consent for any Site pursuant to
Section 3.7(a), BMI may not offer to the Ground Lessor any right to share in revenues received by TowerCo from such Site unless the maximum amount of shared revenues would not exceed twenty-five percent (25%) of the then-current Ground Rent for such Site.

(c) The parties shall use commercially reasonable efforts to include in each Closing at least two hundred fifty (250) Sites, whether as an Included Site, Excluded Site or Maintained Site, including, without limitation, any Sites deferred pursuant to Section 3.3 or 4.6 from the previous Closings.

(i) TowerCo shall pay the applicable pro-rata Cash Consideration and Stock Consideration in respect of all of the Transferred Interests being conveyed at such Closing;

(ii) Each of CCIC and TowerCo shall execute and deliver to the applicable Transferring Entity any and all documents and instruments relating to the acceptance of the Transferred Interest of each of its Included Sites, including, without limitation, (A) Site Designation Supplements with respect to Transferred Interests of the Included Sites being conveyed at such Closing, (B) an assignment and assumption agreement in substantially the form attached hereto as Exhibit C (each, an "Assignment and Assumption Agreement") relating to the assignment of the Existing Leases affecting the Included Sites subject to such Closing; (C) if required, an Addendum to the Site Maintenance Agreement reflecting any additions of Sites to the Maintained Sites pursuant to Section 3.3 and any additional Transferring Entities; and (E) such other documents, certificates, agreements and other papers as set forth in Article 10 or may be necessary or convenient to effectuate the consummation of the transactions contemplated by this Agreement and other Transaction Documents, and its purposes and intent.

(iii) Each Transferring Entity shall execute and deliver to TowerCo any and all documents and instruments relating to the transfer of the Transferred Interest of each Included Site, including, without limitation, (A) all consents, authorizations and approvals in respect of the Included Sites that are necessary for the consummation of each Closing, including any and all required consents of Ground Lessors and Governmental Permits; (B) the Assignment and Assumption Agreement relating to assignment of the Existing Leases affecting the Included Sites subject to such Closing; (C) Site Designation Supplements with respect to the Transferred Interests of Included Sites being conveyed at such Closing; (D) if required, one or more Addenda to the Site Maintenance Agreement reflecting any additions of Sites to the Maintained Sites pursuant to Section 3.3; (E) a receipt for the Consideration delivered to it at such Closing; and (F) such other documents, certificates, agreements and other papers as set forth in Article 11 or may be necessary or convenient to effectuate the consummation of the transactions contemplated by this Agreement and other Transaction Documents, and its purposes and intent.

(b) In addition to and not in limitation of Section 4.2(a):

(i) At the Initial Closing, TowerCo, CCIC and BMI (for itself and on behalf of the other Transferring Entities) shall execute and deliver the BMI Sublease;

(ii) On or prior to the BST Closing, TowerCo, CCIC and BST shall execute and deliver the BST Lease;

(iii) At the Initial Closing, TowerCo, CCIC and BMI (for itself and on behalf of the other Transferring Entities) shall execute and deliver the Build-to-Suit Agreement;

(iv) On or prior to the first Closing at which any Site of an Applicable Transferring Entity becomes a Maintained Site, TowerCo, BMI and the Applicable Transferring Entities shall execute and deliver the Site Maintenance Agreement; and

(v) At the Initial Closing, CCIC, BMI (for itself and on behalf of the other Transferring Entities) and BST shall execute and deliver the Registration Rights Agreement.

(b) If in the review of any Site Designation Supplement either party identifies any corrections that in either party's judgment necessitate further revisions to Exhibit B, C or D to such Site Designation Supplement, the parties may at either party's request effect the correction by SE Technologies of such Exhibit B, C or D, and defer the recordation of such Site Designation Supplement until such revisions are made, for up to thirty (30) days.

(c) In addition, with respect to the Included Sites, the parties shall have the right to review and make corrections, if necessary, to any and all exhibits to the Site Designation Supplements applicable to such Included Sites after the applicable Closing. After making any such corrections, TowerCo shall re-record any such Site Designation Supplements to reflect such corrections, if requested by the applicable Transferring Entity.

(d) If after any Closing any party discovers that the name of the Transferring Entity as set forth in any Site Designation Supplement is incorrect, the applicable Transferring Entity shall re-execute such Site Designation Supplement in such a manner as to correct such name, and TowerCo shall re-record such Site Designation Supplement, unless the parties agree that such re-recordation is not necessary. The foregoing obligation shall survive the Closing in respect of which such Site Designation Supplement was executed for a period of six (6) months.

(e) The Transferring Entity shall have the right, at its sole expense, to cause any amendment to the Site Designation Supplement to be recorded. In addition, the parties shall cooperate with each other to cause changes to be made in the documentation for any Site, and in the Site Designation Supplement for such Site, if such changes are requested by the Transferring Entity to evidence any permitted changes in the Reserved Space or Transferred Interest respecting such Site, including without limitation changes in such Transferring Entity's antennas or other parts of its Communications Facility at such Site. Such obligation shall survive any Closing without limitation.

sufficient to adequately describe the Transferred Interests, and agree to cause such agent to make changes and corrections requested by a party consistent with that objective. In addition, where any discrepancy in Exhibits B, C or D requires verification in the field, including without limitation verification as to the number of antennas, height of antennas, location of antennas or location of antenna mounting hardware, the parties shall provide adequate resources and personnel to resolve such discrepancy within thirty (30) days after the applicable Closing.

(b) As soon as reasonably practicable prior to the date scheduled for any Closing in the Closing Schedule, the applicable Transferring Entity shall disclose in writing any material information, known to such Transferring Entity without additional inquiry, that is required to (x) be provided pursuant to any representation or warranty made by a Transferring Entity pursuant to Article 6 or (y) cause any Real Estate Representation with respect to any Existing Site to be true and correct in all material respects and would modify, amend or supplement such Real Estate Representation, including without limitation: (i) to set forth exceptions to any such representations and warranties, where such exceptions were not theretofore set forth in this Agreement or any Schedule hereto, or (ii) to reflect any lease, sublease or license that becomes an Existing Lease entered into after the date of this Agreement in the ordinary course of business consistent with past practices and matters related thereto. The applicable Transferring Entity shall provide any such disclosure that relates to such Transferring Entity and does not constitute a Real Estate Representation prior to the first Closing in which any Sites of such Transferring Entity is included. Any such disclosure shall be deemed to create and constitute a portion of, and all such disclosures together shall be, the "Disclosure Schedule". Any Existing Site in respect of which the applicable Transferring Entity makes any disclosure pursuant to this Section 4.6(b) may, at CCIC's option, be deferred to a later Closing Date pursuant to Section 4.6(a), where the matters so described would have a Material Adverse Effect on such Existing Site. The sole remedy of CCIC and TowerCo in respect of any such disclosure as to any Site shall be to cause such Site to be a Maintained Site pursuant to Section 3.3 or, at the

applicable Transferring Entity's option pursuant to Section 4.6, to be an Excluded Site hereunder or to defer the Closing for such Site to a later Closing Date.

(b) Except as otherwise provided herein, all expenses incurred by CCIC in connection with the negotiations among the parties, and the authorization, preparation, execution and performance of the Transaction Documents and the transactions contemplated hereby shall be paid by CCIC.

(c) Except as otherwise provided herein, all expenses incurred by BMI, BST and the other Transferring Entities in connection with the negotiations among the parties, and the authorization, preparation, execution and performance of the Transaction Documents and the transactions contemplated hereby shall be paid by BMI, BST or such other Transferring Entity; provided that BMI may allocate a pro rata portion of fees, costs and expenses that are not specific to BMI's Sites to the other Transferring Entities, based on its percentage of all Included Sites.

jointly and severally, hereby represent and warrant to each Transferring Entity that no broker or finder has acted on their behalf or on behalf of any of them in connection with this Agreement or the transactions contemplated herein and each of them agrees, jointly and severally, to indemnify BMI Indemnitees from and against any and all claims or demands for commissions or other compensation by any broker, finder or similar agent claiming to have been employed by or on behalf of the CCIC and TowerCo.

accountants, consultants and other non-employee representatives to be reasonably available to TowerCo for such purposes.

(b) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated by the Transaction Documents and to obtain all consents, orders and approvals that may be or become necessary for the consummation of the transactions contemplated by the Transaction Documents and each party shall furnish to the other parties such necessary information and reasonable assistance as other parties may reasonably request in connection with the preparation of necessary filings or submissions to any governmental or other regulatory agency in promptly seeking to obtain all such consents, orders and approvals.

(b) For purposes of this Section 5.11, "Confidential Information" means any and all technical, business, and other information which is (i) possessed or hereafter acquired by a Disclosing Party and (ii) derives economic value, actual or potential, from not being generally known to Persons other than the Disclosing Party, including, without limitation, technical or nontechnical data, compositions, devices, methods, techniques, drawings, inventions, processes, financial data, financial plans, lists of actual or potential customers or suppliers, information regarding the business plans and operations of the Disclosing Party, and the existence of

discussions and negotiations between the parties hereto relating to the terms hereof; provided, however, it does not include confidential business information that does not constitute a trade secret under applicable law after the first
(1st) anniversary of the date hereof. The provisions of this Section 5.11 shall survive any termination of this Agreement for any reason and shall remain in full force and effect from and after the Initial Closing Date so long as the Sublease and the Site Maintenance Agreement remain in full force and effect.

(c) Each of CCIC and TowerCo acknowledges and agrees that the databases respecting the Sites maintained on behalf of BMI are owned by BMI and constitute trade secrets of BMI. Any data from such databases that BMI provides to CCIC may be used by CCIC in accordance with the terms of this Agreement, including without limitation Section 5.11.

(c) The applicable Transferring Entity and, after the applicable Closing, TowerCo shall each have the right to place, each at its sole cost and expense, accurate signage on each Site to put third parties on notice of its interest in such Site, subject to compliance with applicable Laws.

(d) Notwithstanding anything to the contrary contained herein, if TowerCo is unable to record any unrecorded Ground Lease or memorandum thereof in respect of any Site, record a Site Designation Supplement as aforesaid or otherwise to protect the applicable Transferring Entity's interest in such Site and at any time thereafter the applicable Transferring Entity loses its interest under the Ground Lease by virtue of a foreclosure of a prior Mortgage on

the fee interest of such Site, TowerCo will have no claim against BMI or the Transferring Entity in respect thereof, but if such Transferring Entity desires to locate another Tower in the same general area, TowerCo will have the right to build the Tower for such Transferring Entity pursuant to the Build to Suit Agreement, and such Tower shall become subject to the applicable Sublease. No such Tower will constitute a Qualifying Site, as defined in the Build to Suit Agreement.

(e) Following the applicable Closing, TowerCo and each Transferring Entity whose Sites were the subject of a Site Designation Supplement and whose Ground Lease or memorandum was not recorded, shall continue reasonable efforts to cause the Ground Lease or a memorandum thereof to be recorded. Such obligation shall expire on the first anniversary of the Final Closing. If any such Ground Lease or a memorandum is thereafter recorded in respect of any Site, the parties shall re-record the Site Designation Supplement for such Site.

(f) Each Site Designation Supplement shall be in recordable form. CCIC shall be responsible for effecting the recordation of all Site Designation Supplements, unless prohibited by Law or by the applicable Ground Lease, and CCIC shall bear all costs and expenses incurred in connection therewith. Promptly after effecting such recordation, CCIC shall give the applicable Transferring Entity written confirmation of such recordation and copies of the recorded documents.

(b) Notwithstanding anything to the contrary contained herein, CCIC shall have the right to interview any Identified Employee to determine if such Identified Employee possesses qualifications or experience necessary to perform the duties and obligations required for the applicable position. If CCIC determines, in good faith, that any Identified Employee lacks necessary qualifications or experience, then CCIC and TowerCo shall have the right not to offer employment to such Identified Employee.

(c) Notwithstanding anything to the contrary contained herein, no employee listed on Schedule 5.13(c) shall be an Identified Employee subject to the provision of this Section 5.13.

(d) If and to the extent permitted by applicable law without disqualification to CCIC's benefit plans, CCIC shall treat such employees for benefit plan purposes in the same manner as it treats its own similarly situated employees. CCIC shall use reasonable best efforts to offer salary to each such employee at a salary at least comparable to the salary he or she receives as of the Initial Closing, and shall offer any employee whose salary does not exceed 110% of the maximum salary associated with his or her CCIC pay grade, their current salary. If and to the

extent permitted by applicable law without disqualification to CCIC's benefit plans, CCIC shall give service credit to any such employee for his or her years of service with BMI for purposes of participation in benefit plans and determining benefit levels, including vacation.

(b) If TowerCo or TowerCo's Affiliate defaults under this Agreement or any Transaction Documents, and BMI elects (on its own behalf and on behalf of the other Transferring Entities) to enforce the provisions of this Section 5.15, BMI shall promptly give CCIC reasonably detailed written notice thereof, which notice shall constitute an exercise of BMI's rights against CCIC pursuant to this Section 5.15. Following the receipt of such notice by CCIC, CCIC shall have the same period of time as is afforded to TowerCo or TowerCo's Affiliate under this Agreement or any Transaction Documents to cure such default, but no such cure period shall diminish the obligations of CCIC under this Section 5.15.

(c) This guaranty obligation of CCIC shall be enforceable by BMI in an Action against CCIC without the necessity of any Action by BMI of any kind or nature whatsoever against TowerCo or its Affiliate, without the necessity of any notice to CCIC of TowerCo's or its Affiliate's default or breach under this Agreement or any Transaction Documents, and without the necessity of any other notice or demand to CCIC to which CCIC might otherwise be entitled, all of which notices CCIC hereby expressly waive. CCIC hereby agrees that the validity of this

guaranty and the obligations of CCIC hereunder shall not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by BMI against TowerCo or its Affiliate any of the rights or remedies reserved to BMI pursuant to the provisions of this Agreement or any Transaction Documents or any other remedy or right which BMI may have at law or in equity or otherwise.

(d) CCIC covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of CCIC hereunder shall not be affected, modified, or diminished by reason of any modification or termination of this Agreement and any other Transaction Documents or any modification or waiver of or change in any of the covenants and terms of this Agreement or any Transaction Documents by agreement of BMI and TowerCo or its Affiliate, or by any unilateral action of either BMI or TowerCo or its Affiliate, or by an extension of time that may be granted by BMI to TowerCo or its Affiliate or any indulgence of any kind granted to TowerCo or its Affiliate, or any dealings or transactions occurring between BMI and TowerCo or its Affiliate, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership, or trusteeship affecting TowerCo or its Affiliate. CCIC does hereby expressly waive any suretyship defense it may have by virtue of any Law of any state or Government.

(e) All of BMI's' rights and remedies under this guaranty are intended to be distinct, separate, and cumulative and no such right and remedy herein is intended to be the exclusion of or a waiver of any other.

(f) CCIC hereby waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. CCIC further waives any right to require that an action be brought against TowerCo or its Affiliate or any other person or to require that resort be had by BMI to any security held by BMI. The provisions of this Section 5.15 shall survive any termination of this Agreement.

As an inducement to CCIC and TowerCo to enter into and perform each and all Transaction Documents, each Applicable Transferring Entity, severally and not jointly, hereby represents and warrants to CCIC and TowerCo, as to itself and its Sites, as follows (such representations and warranties being deemed made, in the case of (x) BMI and BST, as of the date hereof, and (y) Transferring Entities whose Sites are included in a Closing, only as of the date of such Closing):

Georgia. Each other Transferring Entity is an entity duly organized, validity existing and in good standing under the laws of the State of its formation. Each Transferring Entity is duly authorized, licensed or qualified to do business in any jurisdiction where the ownership, use or occupancy of the Sites would require it to be authorized, licensed or qualified, except where the failure to be authorized, licensed or qualified would not have a Material Adverse Effect. Each Transferring Entity has the requisite corporate power and authority to own, lease, sublease, use and occupy the Sites as they are now being owned, leased, subleased, used and occupied by such Transferring Entity. Each Transferring Entity has the right, power and authority to transfer the Transferred Interests of its Sites in accordance with the terms, provisions and conditions of this Agreement and other Transaction Documents.

(b) Except as set forth in the Disclosure Schedule, neither the execution and delivery of the Transaction Documents to which such Transferring Entity is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of such Transferring Entity's articles of incorporation or bylaws, or (ii) to such Transferring Entity's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which such Transferring Entity is a party, except where such breach or default would not have a Material Adverse Effect.

(b) To the best knowledge of the applicable Transferring Entity, such Transferring Entity holds valid fee simple title to each of the Owned Sites, free and clear of all Liens other than Permitted Liens.

(a) Such Transferring Entity's ownership, lease or use of the Land included in the Transferred Interests respecting such Existing Site is in compliance with all applicable zoning and other land use requirements where the failure to so comply would materially limit such Transferring Entity's ability to use such Land in the ordinary course of its business, or the Permitted Use of such Land.

(b) The utility services currently available to such Existing Site are adequate for the present use of such Existing Site by such Transferring Entity, are being supplied to such Transferring Entity by utility companies or pursuant to valid and enforceable contracts or tariffs, and there is no condition which, to the best of such Transferring Entity's knowledge, will result in the termination of the present access from such Existing Site to such utility services.

(c) Such Transferring Entity has obtained all easements and rights- of-way that are reasonably necessary to provide vehicular and pedestrian ingress and egress to and from each of the Existing Sites for the purposes used by such Transferring Entity in the ordinary course. No Action is pending or threatened which would have the effect of terminating or limiting such access.

(d) No breach or event of default by such Transferring Entity has occurred and is continuing under any Ground Lease and Existing Lease, as applicable, respecting one or more Sites, except where such breach or event of default would not have a Material Adverse Effect.

As an inducement to BMI, BST and the other Transferring Entities to enter into and perform each and all Transaction Documents, TowerCo hereby represents and warrants to BMI, BST and each of the Transferring Entities as follows:

it has been, now being conducted and to own or lease its properties and to carry on its businesses as and in all places where such business is currently conducted and such properties are or will be owned or leased. TowerCo is or will be at the time of the applicable Closing duly authorized, licensed or qualified to do business in all the jurisdictions where such business and the ownership, use and occupancy of such properties would require it to be authorized, licensed or qualified.

(b) Except as set forth on Schedule 7.2, TowerCo does not own and has no interest, direct or indirect, or any commitment to purchase or otherwise acquire, any share capital or other equity interest, direct or indirect, in, or to make any loan or other investment in, any other Person.

(c) CCIC or a wholly owned subsidiary of CCIC is the sole owner of the TowerCo Shares, free and clear of any and all pledges, security interests, options or rights of others.

(b) Neither the execution and delivery of the Transaction Documents to which TowerCo is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of TowerCo's certificate of incorporation or bylaws, (ii) to TowerCo's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which TowerCo is a party, except where such breach or default would not have a material adverse effect on TowerCo, or (iii) result in the creation or imposition of any Liens upon its properties and assets, other than Permitted Liens.

As an inducement to BMI, BST and the other Transferring Entities to enter into and perform each and all Transaction Documents, CCIC hereby represents and warrants to BMI, BST and each of the Transferring Entities as follows:

(b) Neither the execution and delivery of the Transaction Documents to which CCIC is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of CCIC's articles of incorporation or bylaws, or (ii) to CCIC's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which CCIC is a party, except where such breach or default would not have a material adverse effect on CCIC.

(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Documents (i) was prepared from the books of account and other financial records of CCIC and its consolidated subsidiaries, (ii) complies as to form in all material respects with applicable accounting requirements and the published rules of the SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (iii) presented fairly, in all material respects, the consolidated financial position of CCIC and its consolidated subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a material adverse effect on the assets, liabilities, financial condition, results of operation, business or financial prospects of CCIC).

ARTICLE 9

(a) Since March 5, 1999 such Transferring Entity has operated, maintained and serviced, and from and after the date hereof such Transferring Entity shall operate, maintain and service, the Sites in the ordinary course of business consistent with past practices and in compliance in all material respects with all applicable Laws, including without limitation entering into any leases, licenses or subleases of its Sites in the ordinary course of business consistent with past practices, provided that such leases, licenses or subleases shall constitute Existing Leases. The parties specifically agree that, under the foregoing, BMI has added and subtracted antennas from the Site in the ordinary course of business, and any net additions of antennas made prior to the date hereof shall not constitute a breach of the foregoing so long as made in the ordinary course of business consistent with past practices.

(b) Each Transferring Entity shall use its commercially reasonable efforts to conduct its business in such a manner that on each Closing Date the representations and warranties of such Transferring Entity contained in this Agreement and applicable to such Closing shall be true as though such representations and warranties were made on and as of such date. Each Transferring Entity shall cooperate with CCIC and TowerCo and use their commercially reasonable efforts to cause all of the conditions to the obligations of the parties under this Agreement to be satisfied on or prior to each Closing Date.

(c) With respect to any net additions of antennas on each Tower included in a Closing after the Initial Closing (excepting Sites in Indiana and Kentucky, to which Section 9.1(a) shall remain applicable notwithstanding that Closings with respect to Sites in Kentucky and Indiana occur after the date hereof), Sections 5(b) and 5(c) of the BMI Sublease shall be applicable.

(b) Each of CCIC and TowerCo shall use its commercially reasonable efforts to conduct its business in such a manner that on each Closing Date the representations and warranties of CCIC and TowerCo contained in this Agreement and applicable to such Closing shall be true as though such representations and warranties were made on and as of such date. Each of CCIC and TowerCo shall cooperate with BMI and use its commercially reasonable efforts to cause all of the conditions to the obligations of the parties under this Agreement to be satisfied on or prior to each Closing Date.

(c) Each of CCIC and TowerCo shall provide to BMI's officers, employees, counsel, accountants and other representatives free and full access to and the right to inspect, during normal business hours, all of the records, contracts and other documents relating to its business, provided that such inspection shall not unreasonably interfere with the business operations of CCIC and TowerCo. Each of CCIC and TowerCo shall furnish to BMI all such documents and copies of documents and records and information with respect to the affairs of its business and copies of any working papers relating thereto as BMI shall from time to time reasonably request from time to time. Notwithstanding the foregoing, nether CCIC nor TowerCo shall be required to provide any such information to BMI if, in the reasonable determination of CCIC or TowerCo, or their respective counsel, as applicable, access to such information by BMI is prohibited by the provisions of any confidentiality agreement to which either of CCIC or TowerCo is a party or by applicable Law.

All obligations of the Transferring Entities hereunder are subject to the fulfillment and satisfaction, prior to or at each Closing, of each and every one of the following conditions, any or all of which may be waived in whole or in part by BMI, provided that no such waiver will be effective unless it is set forth in a writing executed by BMI as of such Closing Date:

shall have become effective as of the Initial Closing Date and (b) on or prior to the BST Closing, CCIC and TowerCo shall have executed and delivered to BST, the BST Lease, substantially in the form of Exhibit A, and the same shall have become effective as of the BST Closing.

All obligations of CCIC and TowerCo hereunder in respect of any Existing Site included in any Closing are subject to the fulfillment and satisfaction, prior to or at such Closing, of each and every one of the following conditions, to the extent such condition relates to such Existing Site, any or all of which may be waived in whole or in part by TowerCo, provided that no such waiver will be effective unless it is set forth in a writing executed by TowerCo:

(b) TowerCo acknowledges and agrees that no Transferring Entity shall have any Liability under any provision of this Agreement for any TowerCo Indemnified Losses to the extent that such TowerCo Indemnified Losses relate to the negligence, willful misconduct or breach of any representation, warranty, covenant or agreement of TowerCo contained in this Agreement or any Transaction Document by TowerCo, CCIC or any other Person (other than the Transferring Entities or their Affiliates) or their respective officers, agents, employees, representatives, contractors, licensees, tenants or subtenants.

(c) TowerCo shall take and shall cause its Affiliates to take all reasonable steps to mitigate any TowerCo Indemnified Losses upon becoming aware of any event which would reasonably be expected to, or does give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the TowerCo Indemnified Losses.

(d) Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies which TowerCo has or may have, at law, in equity or otherwise, against any Transferring Entity based on a willful misrepresentation or willful breach of any covenant or agreement of such Transferring Entity hereunder.

(b) Each Transferring Entity acknowledges and agrees that neither TowerCo nor CCIC shall have any Liability under any provision of this Agreement for BMI Indemnified Losses to the extent that such BMI Indemnified Losses relate to the negligence, willful misconduct or breach of any representation, warranty, covenant or agreement of such Transferring Entity contained in this Agreement or any Transaction Document by such Transferring Entity, or any other Person (other than CCIC, TowerCo or their Affiliates) or their respective officers, agents, employees, representatives, contractors, licensees, tenants or subtenants.

(c) Each Transferring Entity shall take all reasonable steps to mitigate any BMI Indemnified Losses upon becoming aware of any event which would reasonably be expected to, or does give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the BMI Indemnified Losses.

(d) Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies which any Transferring Entity has or may have, at law, in equity or otherwise, against CCIC based on a willful misrepresentation or willful breach of any covenants or agreements of CCIC hereunder.

(b) Each Transferring Entity shall take and cause its Affiliates to take all reasonable steps to mitigate any BMI Indemnified Losses upon becoming aware of any event which would reasonably be expected to, or does give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the BMI Indemnified Losses.

(c) Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies which a BMI Indemnitee has or may have, at law, in equity or otherwise, against TowerCo based on a willful misrepresentation or willful breach of any covenant or agreement by TowerCo hereunder.

Indemnified Party is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense of such Action.

(d) If an Order is rendered against the Indemnified Party in any Action covered by the indemnification hereunder, or any Lien in respect of such Order attaches to any of the assets of the Indemnified Party, the Indemnifying Party shall immediately upon such entry or attachment pay any amount required by such Order in full or discharge such Lien unless, at the expense and request of the Indemnifying Party, an appeal is taken under which the execution of the Order or satisfaction of the Lien is stayed. If and when a final Order is rendered in any such Action, the Indemnifying Party shall forthwith pay any amount required by such Order or discharge such Lien before the Indemnified Party is compelled to do so.

(b) Notwithstanding anything to the contrary contained herein, no Transferring Entity shall have any obligation under this Section 12 to TowerCo Indemnitees with respect to the breach of representations, warranties, covenants or agreements by BMI, unless, until and only to the extent that the aggregate of all TowerCo Indemnified Losses from all such breaches exceeds on a cumulative basis $10,000,000 (the "Deductible Amount"), and then only to the extent of such excess amount.

(c) Anything in this Agreement to the contrary notwithstanding, in no event shall any Transferring Entity be liable under this Agreement for any indemnification obligation pursuant to this Section 12 in excess of the aggregate amount of the Cash Consideration having been paid to such Transferring Entity as of the date on which the claim for indemnification arose (the "Maximum Indemnification").

(a) no representations and warranties of a Transferring Entity relating to real estate matters, including without limitation Sections 3.7 and 6.6 through 6.13, shall survive the Closing; and

(b) all other representations and warranties in this Agreement shall be of no further force and effect after the first anniversary of the date hereof.

Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a claim for indemnification which was made before expiration of the Survival Period, but not resolved prior to its expiration, and any such extension shall apply only as to the claims asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided or adjudicated.

(i) If any of the conditions set forth in Article 10 have not been satisfied, performed or waived in writing on or as of any applicable Closing Date;

(ii) If any representation or warranty of CCIC or TowerCo set forth in Article 7 or 8 shall prove to be untrue or incorrect in any material respect;

(iii) If CCIC's or TowerCo's failure to comply with conditions hereunder constitute (A) a breach of representation or warranty by CCIC TowerCo or either of them in any material respect, (B) a failure by CCIC or TowerCo to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement in any material respect, or (C) a default by CCIC or TowerCo; or

(iv) If CCIC or TowerCo fail to keep, observe, perform, satisfy or comply with, fully and completely, in any material respect, any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions required by this Agreement to be kept, observed, performed, satisfied or complied with by CCIC or TowerCo.

(v) If an unwaived event of default shall have occurred and be continuing under Section 31(d) of the BMI Sublease that would give BMI the right to terminate the Sublease as to all Sites;

provided; however that for the events listed in clauses (i) through (iv) above occurring after the Initial Closing, BMI shall have the right to terminate this Agreement only if such event or events shall have or would have a substantial likelihood of preventing or delaying a Closing (it being understood that such prevention or delay may be caused by BMI's exercise of its other rights under this Agreement in its reasonable discretion), such termination to be effective after notice to TowerCo and an opportunity for TowerCo to cure all such events within (A) ninety (90) days of such notice, in the case of a failure of a condition described in Section 10.6(a) and (B) twenty (20) days of such notice, in all other cases.

(b) If this Agreement is terminated by BMI pursuant to Section 13.1(a), then BMI shall be entitled to and CCIC shall pay BMI, within five (5) business days following the date of such termination, a termination fee in the amount of $50,000,000 (the "Termination Fee"). Upon any such termination, all Transaction Documents between the parties shall be terminated (including the Site Marketing Agreement), and, at the option of BMI, all prior Closings shall be rescinded. If released to BMI, the Escrow Fund shall be applied toward CCIC's obligation to pay the Termination Fee. If BMI exercises its option to rescind the prior Closings, payment of the Termination Fee shall be made by netting it against the amounts previously paid to Transferring Entities at the previous Closings, and BMI shall pay to CCIC any amounts paid to Transferring Entities at the prior Closings which are in excess of the Termination Fee.

(b) Each Transferring Entity hereby acknowledges and agrees that in the event of such Transferring Entity's default hereunder, TowerCo shall be entitled to, without limitation, (i) an Action for specific performance against such Transferring Entity and (b) the right to seek, prove and

recover direct damages from such Transferring Entity incurred by TowerCo in connection with such Action, including, without limitation, court costs and attorneys' fees in connection with such Action.

If to TowerCo:                         If to BMI or another Transferring Entity
                                       (other than BST):

Crown Castle South Inc.                   BellSouth Mobility Inc.
375 Southpointe Blvd.                     1100 Peachtree Street, NE, 10th Floor
Cannonsburg, PA 15317                     Atlanta, GA 30309
Facsimile No.: (724) 416-2468             Facsimile No.: (404) 249-0922
Attention: General Counsel                Attention.: Kerwin Gray, Esq.

with a copy to:                        with a copy to:

Sittig, Cortese & Wratcher                BellSouth Corporation.
1515 Frick Building                       1155 Peachtree Street, NE, 18th Floor
Pittsburgh, PA 15219                      Atlanta, GA 0309
Facsimile No.: (412) 402-4011             Facsimile No.: (404) 249-2629
Attention: William R. Sittig, Jr.         Attention: E. John Whelchel, Esq.

                                       47

If to CCIC:                                If to BST:

Crown Castle International Corp.           BellSouth Telecommunications, Inc.
510 Bering Drive, Suite 500                675 West Peachtree Street
Houston, Texas 77057                       Atlanta, Georgia 30375
Facsimile No: (713) 570-3150               Facsimile No.: (404) 525-5360
Attention: Chief Executive Officer         Attention: Mary Jo Peed, Esq.
           General Counsel

with a copy to:                            with a copy to:

Cravath, Swaine & Moore                    BellSouth Corporation
825 Eighth Avenue, Worldwide Plaza         1155 Peachtree Street, NE, 18th Floor
New York, New York 10019-7475              Atlanta, GA  30309
Facsimile No.: (212) 474-3700              Facsimile No.: (404) 249-2629
Attention: Stephen L. Burns                Attention: E. John Whelchel, Esq.

(b) Either party may change the address to which notices or other communications to such party shall be delivered or mailed by giving notice thereof to the other party hereto in the manner provided herein.

(b) The parties agree to facilitate the arbitration by: (i) making available to one another and to the Arbitrators for examination, inspection and extraction all documents, books, records and personnel under their control if determined by the Arbitrators to be relevant to the dispute; (ii) conducting arbitration hearings to the greatest extent possible on successive days; and
(iii) observing strictly the time periods established by the Rules or by the Arbitrators for submission of evidence or briefs.

(c) Judgment on the award of the Arbitrators may be entered in any court having jurisdiction over the Party against which enforcement of the award is being sought. The Arbitrators are expressly authorized to enter orders of interim or provisional relief each of which may be enforced as a final award. The Arbitrators shall divide all costs (other than fees of counsel) incurred in conducting the arbitration in their final award in accordance with what they deem just and equitable under the circumstances.

and receive consents and all notices hereunder, to negotiate and settle claims for indemnification thereunder and to perform any other act arising under or pertaining to the Transaction Documents and the transactions contemplated thereby. Each Transferring Entity agrees that service of process upon BMI in any action or proceeding arising under or pertaining to the Transaction Documents shall be deemed to be valid service of process upon the undersigned, and any claim by CCIC against any Transferring Entity in respect to the Transaction Documents may be settled by BMI. BMI shall be deemed to have accepted the appointment herein upon its execution of this Agreement.

(b) It is expressly understood and agreed that the foregoing power of attorney and the agency created thereby is coupled with an interest of the respective parties hereto and shall be binding on and enforceable against the respective successors and assigns of the undersigned, and each of them, and said power of attorney shall not be revoked or terminated in any event, including, without limitation, the dissolution, bankruptcy or insolvency of any Transferring Entity, shall continue to be binding and enforceable in the manner provided herein and shall survive any and all Closings.

(c) Nothing contained herein shall be deemed to make BMI liable to the Transferring Entities because of service in its capacity as agent or otherwise. In performing any of its duties under this letter agreement, BMI shall not incur or be responsible for any liabilities, claims, causes of action, demands, judgments, losses, costs, damages or expenses whatsoever ("Losses") to the Transferring Entities, except for BMI's fraud, willful default or gross negligence, and each Transferring Entity shall indemnify BMI against all Losses.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and sealed by their duly authorized representatives, all effective as of the day and year first written above.

TOWERCO:

CROWN CASTLE SOUTH INC.

By: /s/ Kathy Broussard
   ------------------------------------------
   Name:   Kathy Broussard
        -------------------------------------
   Title:  Vice President
        -------------------------------------

BMI:

BELLSOUTH MOBILITY, INC., for itself, and
as agent for the Transferring Entities

By:  /s/ Joel Peterson
   ------------------------------------------
   Name:   Joel L. A. Peterson
        -------------------------------------
   Title:  AVP
         ------------------------------------

BST:

BELLSOUTH TELECOMMUNICATIONS, INC.

By:__________________________________________
Name:_____________________________________
Title:____________________________________

CCIC:

CROWN CASTLE INTERNATIONAL CORP.

By:  /s/ Kathy Broussard
   ------------------------------------------
   Name:   Kathy Broussard
        -------------------------------------
   Title:  Vice President
         ------------------------------------

[Signatures Continued from Previous Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and sealed by their duly authorized representatives, all effective as of the day and year first written above.

TOWERCO:

CROWN CASTLE SOUTH INC.

By:__________________________________________
Name:_____________________________________
Title:____________________________________

BMI:

BELLSOUTH MOBILITY, INC., for itself, and
as agent for the Transferring Entities

By:__________________________________________
Name:_____________________________________
Title:____________________________________

BST:

BELLSOUTH TELECOMMUNICATIONS, INC.

By: /s/ [SIGNATURE ILLEGIBLE]^^
   ------------------------------------------
   Name:_____________________________________
   Title:____________________________________

CCIC:

CROWN CASTLE INTERNATIONAL CORP.

By:__________________________________________
Name:_____________________________________
Title:____________________________________

[Signatures Continued on Next Page]

[Signatures Continued from Previous Page]

TRANSFERRING ENTITIES
(other than BMI and BST)

WESTEL-INDIANAPOLIS COMPANY                  INDIANA CELLULAR CORPORATION


By: /s/ Joel Peterson                        By: /s/ Joel Peterson
   --------------------------------             --------------------------------
   Name:  Joel L. A. Peterson                   Name:  Joel L. A. Peterson
        ---------------------------                  ---------------------------
   Assistant Vice President                     Assistant Vice President


KENTUCKY CGSA, INC.                          WESTEL-MILWAUKEE COMPANY, INC.


By: /s/ Joel Peterson                        By: /s/ Joel Peterson
   --------------------------------             --------------------------------
   Name:  Joel L. A. Peterson                   Name:  Joel L. A. Peterson
        ---------------------------                  ---------------------------
   Assistant Vice President                     Assistant Vice President


TERRE HAUTE CELLULAR TELEPHONE               MUNCIE CELLULAR TELEPHONE
COMPANY, INC.                                COMPANY, INC.


By: /s/ Joel Peterson                        By: /s/ Joel Peterson
   --------------------------------             --------------------------------
   Name:  Joel L. A. Peterson                   Name:  Joel L. A. Peterson
        ---------------------------                  ---------------------------
   Assistant Vice President                     Assistant Vice President

. Prepaid Ground Lease items

. Prepaid Rents under Existing Leases

. Property Taxes

IDENTIFIED EMPLOYEES

EXHIBIT 99.2

AGREEMENT TO BUILD TO SUIT

By and Among

BELLSOUTH MOBILITY INC,

For itself and as Agent for certain BMI Affiliates,

CROWN CASTLE INTERNATIONAL CORP.,

and

CROWN CASTLE SOUTH INC.

JUNE 1, 1999

RESTRICTED: Contains Private and/or Proprietary Information. May only be used for Authorized Bellsouth Business Purposes and only by Authorized Individuals.

ARTICLE 1......................................................................      1

   1.01 Definitions............................................................      1
   1.02 Use of Words and Phrases...............................................      8

ARTICLE 2......................................................................      9

ARTICLE 3......................................................................     10

   3.01 Engagement of Vendor...................................................     10
   3.02 Term...................................................................     11
   3.03 Time for Commencement and Completion...................................     11
   3.04 Relationship...........................................................     11
   3.05 Project Personnel......................................................     12
   3.06 Familiarity with Project and BTS Sites.................................     13
   3.07 Quality Standard.......................................................     13
   3.08 Books and Records of Vendor; Right of Inspection by BMI................     13
   3.09 Scope of the Project...................................................     13
   3.10 Available BTS Sites in Event of Condemnation...........................     14

ARTICLE 4......................................................................     14

   4.01 Vendor's Undertakings..................................................     14
   4.02 Governmental Requirements and Permits..................................     15

ARTICLE 5......................................................................     17

   5.01 Proposal of Cell Sites; Development Plan...............................     17
   5.02 Due Diligence..........................................................     18
   5.03 Utilities..............................................................     19

ARTICLE 6......................................................................     19

   6.01 General................................................................     19

   10.03 Recordation of Ground Leases and Site Designation Supplements.........     30
   10.04 Effect of Sublease and Site Designation Supplement....................     30

ARTICLE 11.....................................................................     30

   11.01 Vendor's Insurance Requirements.......................................     30
   11.02 Evidence of Insurance.................................................     31
   11.03 Waiver of Subrogation.................................................     31

ARTICLE 12.....................................................................     32

   12.01 Liquidated Damages....................................................     32
   12.02 Indemnity of BMI......................................................     32
   12.03 Relationship to Insurance.............................................     33
   12.04 No Third-Party Beneficiaries..........................................     33

ARTICLE 13.....................................................................     33

   13.01 BMI's Representations and Warranties..................................     33
   13.02 Vendor's Representations and Warranties...............................     33
   13.03 CCIC's Representations and Warranties.................................     34

ARTICLE 14.....................................................................     34

   14.01 Default by Vendor.....................................................     34
   14.02 Obligations upon Termination..........................................     36
   14.03 Termination of Agreement by Vendor in Respect of BMI's Bankruptcy.....     36

ARTICLE 15.....................................................................     37

   15.01 Force Majeure.........................................................     37
   15.02 Effect of Force Majeure...............................................     38

ARTICLE 16.....................................................................     38

   16.01 Obligation to Reconstruct; Use of Insurance Proceeds..................     38
   16.02 Condemnation of the Tower or Site; Application of Compensation........     38

ARTICLE 17.....................................................................     38

   17.01 Notices...............................................................     38
   17.02 Assignment; Binding Effect............................................     40
   17.03 Authorized Representatives............................................     40
   17.04 Headings..............................................................     40
   17.05 Annexes and Exhibits..................................................     40
   17.06 Publicity.............................................................     41
   17.07 Severability..........................................................     41
   17.08 Waiver................................................................     41
   17.09 Rights Cumulative.....................................................     41
   17.10 Time of Essence; Prompt Responses.....................................     41
   17.11 Applicable Law........................................................     41
   17.12 Dispute Resolution Procedures.........................................     41
   17.13 Entire Agreement......................................................     42
   17.14 Modifications.........................................................     42
   17.15 Counterparts..........................................................     42
   17.16 No Brokers............................................................     42
   17.17 Power of Attorney by BMI Affiliates; Authorization....................     43

Annex A        Scope of Work
Annex B        Specifications
Annex C        Vendor Responsibility Matrix
Annex D        Project Data Requirements; Form of SARF
Annex E        Form of Candidate Sheet; Notice to Proceed
Annex F        Form of Punch List
Annex G        Certificate of Completion
Annex H        Colocation Services; Site Installation Fees
Annex I        Form of Site Data Package; Form of Due Diligence Package
Annex J        Form of Site Schedule


Exhibit A      Form of Ground Lease
Exhibit B      Completed BTS Sites

THIS AGREEMENT, made and entered into as of this 1st day of June, 1999 by and between BELLSOUTH MOBILITY INC, a Georgia corporation ("BMI"), for itself and as Agent for certain BMI Affiliates (as defined in Section 1.01), CROWN CASTLE INTERNATIONAL CORPORATION, a Delaware corporation ("CCIC"), and CROWN CASTLE SOUTH INC., a wholly owned subsidiary of CCIC and a Delaware corporation ("Vendor"),

WHEREAS, BMI holds or will hold fee simple title to or leasehold interests in certain cell site locations, and desires for Vendor to design, construct and install towers and other improvements on such locations; and

WHEREAS, upon completion of a tower and other improvements at any cell site location, BMI will lease or sublease a portion of its interest in such site to Vendor, with BMI reserving a space on such site, as more particularly set forth in the Sublease; and

WHEREAS, for the duration of this Agreement, BMI desires for Vendor to identify potential cell site locations within specified search areas located within the Cellular Territory for build-to-suit sites and to cause each such cell site selected by BMI to be acquired or leased by BMI or BMI Affiliates and to be developed, among other things, causing a tower and other improvements to be designed, constructed and installed thereon, for use and occupancy by BMI or BMI Affiliates of their respective Reserved Space and further sublease of the Subleased Property of such sites to Vendor; and

WHEREAS, BMI and Vendor desire to enter into this Agreement to set forth their respective duties and responsibilities pertaining to such design, construction and installation and other matters relating thereto;

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

"Acquisition" means the acquisition by Vendor on behalf of, in the name of and at the request of BMI of a fee simple title to or ground leasehold interest in each BTS Site, all investigations, examinations, tests and inspections, and other due diligence activities incidental thereto, and all legal activities incident thereto.

"Affiliate" means with respect to either party, any individual or firm, corporation, partnership, limited liability company, association, trust or other entity which, whether directly or indirectly, Controls, is Controlled by, or is under common Control with the subject party.

"Agreement" means this Agreement, including any Annexes, Exhibits and any amendments hereto or thereto.

"Agreement to Sublease" means the Agreement to Sublease of even date herewith, among CCIC, Vendor, BMI, BellSouth Telecommunications, Inc. and the other Transferring Entities named therein.

"BMI Affiliate" means corporations, partnerships, limited liability companies or other entities which are Affiliates of BMI, whose names are set forth on the signature pages hereof, together with any other Transferring Entities (as defined in the Agreement to Sublease) that may become parties to this Agreement; provided that the term "BMI Affiliate" shall not include BellSouth Personal Communications, Inc. or BellSouth Carolinas PCS, L.P.

"BMI's Communications Equipment" has the meaning given to such term in the Sublease.

"BMI Indemnitee" means each of BMI, BMI's Affiliates, and the respective directors, officers, employees, agents, contractors, subcontractors, advisors and consultants of BMI and BMI Affiliates.

"BMI's Improvements" has the meaning given to such term in the Sublease.

"BST Lease" means the Lease of even date herewith, among CCIC, Vendor and BellSouth Telecommunications, Inc.

"BTS Sites" means all cell tower site locations that are or will be owned or leased by BMI or BMI Affiliates, located within the Cellular Territory: (i) in which BMI or a BMI Affiliate reserves its Reserved Space; and (ii) on which Vendor constructs or is to construct Towers and Improvements, whether now or hereafter subject to this Agreement. BTS Sites include Completed BTS Sites, but exclude any and all cell tower sites that are owned or leased or will be owned or leased, directly or indirectly, by BellSouth Personal Communications, Inc. or BellSouth Carolinas PCS, L.P.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close in Atlanta, Georgia.

"CCIC Sites" means all cell tower site locations, now and hereafter owned, leased or subleased, directly or indirectly, by CCIC and its Affiliates located within Cellular Territory, provided however that Sites under the Sublease or the BTS Lease shall not constitute CCIC Sites.

"Cellular Territory" has the meaning given to such term in the Agreement to Sublease.

"Claim" has the meaning given to such term in Section 12.02.

"Colocation Acquisition Services" means all services set forth in Annex H to be performed by Vendor pursuant to Article 9 with respect to any Potential Colocation Site.

"Colocation Construction and Installation Services" means all services set forth in Annex H to be performed by Vendor pursuant to Article 9 with respect to any Potential Colocation Site.

"Colocation Services" means collectively Colocation Acquisition Services and Colocation Construction and Installation Services.

"Colocation Site Rent" has the meaning given to such term in Section 3.01(c).

"Communications Equipment" has the meaning given to such term in the Sublease.

"Completion," "Complete" or "Completed" means or refers to (i) Vendor's receipt of all FAA and zoning approvals and other Permits in accordance with all Governmental Requirements, (ii) Vendor's completion of all items of construction in accordance with the Specifications and the requirements of all Governmental Authorities so that BMI can use the Reserved Space of each BTS Site without interference in BMI's conduct of its ordinary business activities; (iii) Vendor's securing a certificate of occupancy or any other final municipal approval from the applicable Governmental Authority, (iv) the issuance by BMI of the Completion Certificate; (v) BMI, its employees, agents and invitees, have ready access to (A) during the construction period, the entire BTS Site (including Tower and Improvements) and (B) after the Completion of construction, its Reserved Space; (vi) all the fixtures and equipment to be installed by Vendor are installed and in good operating order; (vii) the installation of BMI's Communications Equipment on such BTS Site has been completed by Vendor in accordance with the terms of Annex H; (viii) the BTS Site is clean; and (ix) the Tower and the Improvements are ready for the installation of BMI's Improvements.

"Completion Certificate" means, as to each BTS Site, the certificate of completion issued by BMI with respect to such BTS Site to the effect that the Work is Completed in compliance with this Agreement, which certificate shall be issued in accordance with Annex G attached hereto.

"Completion Date" means the date on which the Tower and Improvements are Completed with respect to each BTS Site, pursuant to the Implementation Plan and the applicable Site Schedule.

"Completed BTS Sites" has the meaning given to such term in Section 6.12(c).

"Constructed Improvements" means (i) grounding rings for BMI equipment shelters, (ii) connections for utilities service from the meter to BMI's Communications Equipment, (iii) one or more foundations, concrete equipment pads or raised platforms for BMI's Communications Equipment, equipment shelters, buildings and constructions and (iv) any other Improvements built for BMI's exclusive use in accordance with the Annexes.

"Contract Manager" has the meaning given to such term in Section 3.05(e).

"Control" means the ownership, directly or indirectly, of sufficient voting shares of an entity, or otherwise the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting securities, by contract or otherwise.

"CPI Increase" has the meaning given to such term in the Sublease.

"Development of Site" means and includes with respect to each BTS Site (i) preparation of the Site Schedule for the BTS Site, (ii) the Acquisition of any BTS Site, (iii) the performance of the Work on the BTS Site, and (iv) the Completion of the BTS Site.

"Due Diligence Package" means collectively the documents in the form of Annex I-B and information collected by TowerCo pursuant thereto.

"Effective Date" means the date first above written, being the date on which the parties have executed and delivered this Agreement.

"Environmental Assessment" means the "Phase I" (as defined by the National Environmental Protection Agency) environmental assessment of each BTS Site, and such further investigations as are reasonably indicated by the results thereof, to be obtained by Vendor pursuant to Article 8 hereof.

"Environmental Conditions" has the meaning given to such term in the Agreement to Sublease.

"Environment, Health and Safety Requirements" means all of the terms and conditions of all permits, licenses and other authorizations which are required under, and all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables which are contained in all federal, state and local laws (including rules, regulations, codes, judgments, orders, decrees, stipulations, injunctions and demand letters issued, entered, promulgated or approved thereunder) relating to public health and safety, worker health and safety or pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into ambient air, surface water, ground water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

"Excusable Delay" means as to any BTS Site, a Force Majeure event as to such BTS Site, or an extension or adjustment of the Site Schedule only as it applies to the affected BTS Site, as provided for and expressly permitted under the terms of this Agreement.

"Extension" has the meaning given to such term in Section 3.02.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"Force Majeure" means those events constituting excuse from timely performance by Vendor of any duty or obligation hereunder to which it is subject, as such events are described in Article 15 hereof.

"Governmental Authority" means any federal, state, county or municipal governmental authority, including all executive, legislative, judicial and administrative bodies thereof.

"Governmental Requirements" means (i) all federal, state and local laws, ordinances, and regulations and all orders and decrees of bodies or all Governmental Authorities, which in any manner affect the Services provided under this Agreement, Vendor's performance of its obligations hereunder or the ownership, use or operation of the BTS Sites, and (ii) all Environment, Health and Safety Requirements.

"Ground Lease" means, as to each BTS Site, the ground lease, pursuant to which BMI or BMI Affiliate holds a leasehold interest, leasehold estate or other possessory interest therein, substantially in the form of Exhibit A attached hereto or in another form approved or accepted by BMI.

"Ground Lease Effective Date" means, as to any Ground Lease, the date of execution and delivery by BMI or a BMI Affiliate of a Ground Lease or, as to any option to enter into any Ground Lease, the date on which such option is exercised.

"Hazardous Materials" has the meaning given to such term in the Sublease.

"Implementation Plan" means, as to each Site, a plan to be prepared that sets forth (i) a narrative description for each phase of the Development of such BTS Site (pre-construction phase, construction phase and post-construction phase and Services), and (ii) an appropriate Site Schedule developed and agreed upon by the parties pursuant to this Agreement and Annexes attached hereto, substantially in the form of Annex J.

"Improvements" has the meaning given to such term in the Sublease.

"Initial Term" has the meaning given to such term in Section 3.02.

"Inspections" has the meaning given to such term in Section 8.02

"Letter Agreement" means that certain letter agreement, dated March 5, 1999, by and between BMI, CCIC and Vendor.

"Liens" has the meaning given to such term in the Sublease.

"Liquidated Damages" has the meaning given to such term in Section 12.01.

"Notice to Proceed" means a written notice to proceed, substantially in the form of the Notice to Proceed included in Annex E, given by BMI to Vendor pursuant to this Agreement.

"Obligations" has the meaning given to such term in Section 7.01.

"Permit Appeal Action" has the meaning given to such term in Section 4.02(h).

"Permits" means any and all certificates, licenses, permits, authorizations, registrations, consents, special use permits and other approvals by the applicable Governmental Authorities having jurisdiction in such matters required to be obtained, issued, granted or received for the performance of the Work and Completion or the Permitted Use (other than as to installation of BMI's Communications Equipment), including without limitation any and all Permits to be issued by all Governmental Authorities that are required for the construction of the Tower and Improvements related thereto.

"Permitted Crown Transferee" means a Person reasonably believed by Vendor and CCIC to have a current Net Worth (as defined in the Sublease) or Market Capitalization (as defined in the Sublease) of at least $250 million or Cash Flow (as defined in the Sublease) for the last full fiscal year of such Person of at least $50 million.

"Permitted Use" has the meaning given to such term in the Sublease.

"Person" means any individual, firm, corporation, partnership, limited liability company, trust, unincorporated business association or Governmental Authority.

"Potential Colocation Sites" has the meaning given to such term in Section 9.01.

"Project" means Vendor's performance of the Work, construction of the Towers on the BTS Sites, and installation of BMI's Communications Equipment in accordance with Annex H.

"Project Completion Date" means the earlier of (i) the date on which the construction with respect to the BTS Sites is Completed (including any sites that are deemed BTS Sites) or (ii) the expiration of the Term (after giving effect to any extensions thereof contemplated hereby).

"Punch List" has the meaning given to such term in Section 6.12(c).

"Qualifying Sites" means, without double-counting, (i) any Completed BTS Sites, (ii) any BTS Sites selected by BMI pursuant to Section 5.01 that have not yet been Completed, and (iii) any other Site deemed to be a Qualifying Site pursuant to the terms hereof.

"Reserved Space" has the meaning given to such term in the Sublease, except that (i) regardless of the actual number of antennas and related equipment placed on the Reserved Space of any BTS Site at the time of the execution of the applicable Site Designation Supplement, the Reserved Space of such BTS Site shall include space for, and be capable of supporting: (x) up to twelve (12) panel antennas consistent with the (12) panel antenna arrays and related equipment specified in Annex B, and (y) a microwave dish placed seventeen feet (17') below (measured center-line to center-line) the location of such panels, subject to Section 5 of the Sublease and (ii) shall include a sector frame for such antennas.

"SARF" has the meaning given to such term in Section 5.01.

"Scheduled Commencement Date" means, with respect to each BTS Site, the date on which the Work on such BTS Site is scheduled to commence pursuant to the applicable Notice to Proceed given by BMI.

"Services" means all services required to be performed or procured by Vendor pursuant to the terms and conditions of this Agreement, including, without limitation: (i) provision of cell site searching services in search areas designated by BMI; (ii) identification of potential new locations for BTS Sites within each designated search area and presentation of such preliminary identified potential BTS Sites to BMI for final selection; (iii) Acquisition of BTS Sites on behalf of BMI, if requested by BMI; and (iv) construction and installation of a Tower and Improvements on each of the BTS Sites, and installation of BMI's Communications Equipment and BMI's Improvements, all as more particularly described in this Agreement, including the Annexes. Services do not include installation of Communications Equipment on any BTS Site or Colocation Services.

"Site Data Package" means collectively the documents in the form of Annex I-A attached hereto and the information collected by TowerCo pursuant thereto.

"Site Completion Date" means, as to each BTS Site, a date of execution of the Completion Certificate for such BTS Site.

"Site Designation Supplement" has the meaning given to such term in the Sublease.

"Site Installation Fee" has the meaning given to such term in Annex H.

"Site Maintenance Charge" has the meaning given to such term in the Sublease.

"Site Schedule" means a timetable prepared by Vendor and approved in writing by BMI with respect to each BTS Site that graphically describes the time periods and completion dates

for each of the activities necessary to complete the Work with respect to such BTS Site in the form and consistent with Annex J.

"Space Subtenants" has the meaning given to such term in the Sublease.

"Specifications" means the drawings and technical specifications for the Towers and Improvements, as set forth in Annex B.

"Sublease" means the Sublease of even date herewith among CCIC, Vendor and
BMI.

"Subleased Property" has the meaning given to such term in the Sublease.

"Substantially Complete" means, as to any BTS Site, that such BTS Site is Complete, except for minor items listed on the Punch List for such BTS Site that would not impair or adversely affect in any material respect, or is not likely to impair or adversely affect in any material respect, BMI's or BMI Affiliate's use and operation of the Reserved Space on such BTS Site, including Communications Equipment.

"Substantially Completed BTS Site" means any BTS Site that would be a Completed BTS Site, except for minor items listed on the Punch List for such BTS Site that would not impair or adversely affect in any material respect BMI's or a BMI Affiliate's use and operation of the Reserved Space on such BTS Site, including Communications Equipment.

"Term" has the meaning given to such term in Section 3.02.

"Tower" means a radio tower structure constructed and installed by Vendor pursuant to this Agreement.

"Warranty Period" has the meaning given to such term in Section 6.10.

"Work" means Vendor's construction and installation of the Tower and Improvements in accordance with the Specifications, and includes labor necessary to Complete such construction and installation, and materials and equipment for such construction and installation, as required by this Agreement, to be furnished by Vendor or any subcontractor, for the construction and installation of the Tower and Improvements.

(b) Any other capitalized terms used in this Agreement shall have the respective meanings given to them elsewhere in this Agreement.

(b) Whenever in this Agreement either of the words "day" or "days" is used it means a calendar day unless specifically stated to be a Business Day.

(c) BMI and Vendor agree that any defined term used herein constituting a document, instrument, drawing, survey, map, plan, technical description or other writing, and any other reference herein to a writing, shall include originals of such writing and any and all amendments, supplements, modifications, renewals, extensions, restatements or replacements of or to the same from time to time.

This Agreement shall consist of the following documents, as amended from time to time as provided herein:

(a) this Agreement document;

(b) the following Annexes and Exhibits, which are incorporated herein by this reference:

               Annex A     Scope of Work
               Annex B     Specifications
               Annex C     Vendor Responsibility Matrix
               Annex D     Project Data Requirements; Form of SARF
               Annex E     Form of Candidate Sheet; Notice to Proceed
               Annex F     Form of Punch List
               Annex G     Certificate of Completion
               Annex H     Colocation Services; Site Installation Fees
               Annex I     Form of Site Data Package; Form of Due Diligence
Package
               Annex J     Form of Site Schedule

               Exhibit A   Form of Ground Lease
               Exhibit B   Completed BTS Sites

(c) such additional documents as are incorporated by reference.

If any of the foregoing are inconsistent, this Agreement shall prevail over Annexes, Exhibits and additional incorporated documents.

(b) Vendor's entire compensation for Completion of the Work on BTS Sites pursuant to this Agreement and performance of the Services, or any part thereof, will be derived solely from the payment of the Site Maintenance Charge by BMI and Site Installation Fee for each Completed BTS Site pursuant to the Sublease. The parties agree that the Site Maintenance Charge payable by BMI to Vendor with respect to the Reserved Space of any Completed BTS Site shall be $1200 per month subject to an annual increase, commencing on the second anniversary of the Effective Date, at a rate equal to five (5%) percent per year. This Section 3.01(b) shall survive any expiration or termination of this Agreement.

(c) Notwithstanding anything to the contrary contained herein, if during the Term, BMI or BMI's Affiliate elects to install its Communications Equipment on a Potential Colocation Site pursuant to Article 9 and such Potential Colocation Site is a CCIC Site, then such CCIC Site shall be deemed a Qualifying Site and the monthly rent payment payable by BMI to Vendor with respect to such CCIC Site (the "Colocation Site Rent") shall be $1100 per month subject to an annual increase of five (5%) percent per year commencing on the first anniversary of the Effective Date. Vendor hereby acknowledges and agrees that the Colocation Site Rent of $1100 shall apply to the first five hundred
(500) CCIC Sites on which BMI or BMI Affiliate colocates its Communications Equipment pursuant to Article 9. For each CCIC Site in excess of 500, the Colocation Site Rent shall be based on market rates. This Section 3.01(c) shall survive any expiration or termination of this Agreement.

(d) Subject to Section 3.09 and 14.01, BMI shall engage Vendor to install BMI's Communications Equipment on the Reserved Space of any Completed BTS Site or on a Potential Colocation Site, as set forth in Annex H, during the Term. BMI shall pay Vendor the Site Installation Fee in accordance with Annex H.

(b) Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that upon Completion of any BTS Site and execution of a Site Designation Supplement therefor, those provisions of this Agreement which survive the expiration or termination hereof, the Sublease, the applicable Site Designation Supplement and related documents shall govern the respective rights and obligations of the parties with respect to such BTS Site.

Site. Vendor shall, at all times during the term of this Agreement, keep a sufficient number of qualified personnel to the extent required to Complete the Project by the Project Completion Date pursuant to the Implementation Plan and Site Schedules, including without limitation, a sufficient number of suitable experts in the areas of engineering, design, construction, installation, management, performance enhancement and other operational specialties applicable to the Project. Subject to Section 3.05(d), Vendor shall have exclusive control of and direction over the Persons engaged in the performance of Vendor's obligations under this Agreement.

(b) If requested by BMI, Vendor shall make available additional suitable experts in the areas of engineering, design, construction, installation, management, performance enhancement and other operational specialties applicable to the Project, and BMI shall pay any costs associated with any such suitable experts that are in addition to those required pursuant to Section 3.05(a).

(c) Vendor will be solely responsible for the actions and conduct of all its employees, agents, consultants, advisors, contractors and subcontractors. Vendor will ensure that anything related to its employees, agents, consultants, advisors, contractors or subcontractors shall be in strict compliance with Governmental Requirements.

(d) BMI reserves the right to require from Vendor the immediate removal from or to exclude any Person or entity which is not a Vendor's Affiliate, employed by or working for Vendor from any BTS Site, at BMI's reasonable discretion, who (i) engages in any misconduct, (ii) is incompetent or
(iii) is negligent in the performance of its, his or her duties. Vendor shall be responsible for any additional labor costs arising in connection with the removal requested pursuant to this Section 3.05(d).

(e) Vendor shall assign key managers and personnel, including Contract Managers as provided below, to manage, supervise and be responsible for the timely performance of Vendor's obligations hereunder with respect to each BTS Site. Unless BMI otherwise consents in writing, as to each BTS Site, Vendor shall (i) allocate sufficient personnel to devote its time and attention to such BTS Site, and (ii) not remove any key manager (including Contract Managers) from any such position or reassign any such key manager, either within the Project or to another project, without a qualified replacement. In addition, each party agrees to assign to the Project contract managers (the "Contract Managers") to provide overall supervision and management of the Project. Each party may change its Contract Managers at any time and from time to time. The parties further agree to cooperate with each other in implementing the due diligence and construction process set forth in this Agreement in order to Complete the Work on all BTS Site pursuant to the terms of this Agreement, and to use their commercially reasonable efforts to amicably resolve any and all issues relating to performance by each party of its respective rights and obligations hereunder. The foregoing is intended to set forth a general approach to the day-to-day conduct of the Project, but is not intended to qualify or limit the obligations of the parties hereunder or any rights hereunder that any party may have in respect of a breach by the other party of such obligations.

(c) Notwithstanding anything to the contrary contained herein, Vendor acknowledges and agrees that unless and until BMI issues a SARF or gives written notice to Vendor hereunder in another form, identifying the search areas for potential cell sites and BMI selects a suitable site which is to become a BTS Site, no potential cell site shall become a part of the Project and be subject to this Agreement.

(b) Notwithstanding anything to the contrary contained herein, in any event and regardless of whether or not Vendor has replaced a condemned BTS Site pursuant to Section 3.10(a), for purposes of this Agreement, all condemned BTS Sites which have been replaced and all replacement sites which become BTS Sites, shall be deemed to be Qualifying Sites.

ideas, experience and abilities relating to the design, scheduling, development and construction of the Towers and Improvements, and (iv) in a competent, professional and efficient manner.

(b) Vendor shall keep BMI fully informed of all Governmental Requirements that affect, in any material respect, the Services, Colocation Services and/or installation of Communications Equipment in accordance with Annex H, if applicable, to be performed hereunder and shall promptly notify in writing BMI of any part of the Project that does not comply with any Governmental Requirements to the extent Vendor is or becomes aware of such noncompliance.

(b) Vendor shall coordinate and manage all professional and technical services required in connection with the preparation and filing of applications for and obtaining all Permits. Vendor shall be responsible for diligently preparing and filing all applications for, and pursuing and obtaining, the Permits.

(c) Permits will be filed by Vendor on behalf of and in the name of BMI, except where prohibited by applicable laws, and BMI shall assist Vendor in securing all such Permits.

(d) Vendor shall use its best efforts to obtain any Permits necessary to commence construction of the Tower and Improvements on or before the Scheduled Commencement Date with respect to each BTS Site, and shall, unless otherwise set forth in the Site Schedule, prepare and file an application for the required Permit or Permits with the applicable Governmental Authority not later than thirty (30) days after the date of the applicable Notice to Proceed. Vendor's efforts relating to obtaining any Permits shall include, without limitation, the approval of any necessary rezoning of such BTS Site, grant of any variance, vacating of any right-of-way, issuance of any order or other action that may be necessary, or approve any other land use approval necessary, to commence construction of the Tower and Improvements on such BTS Site. If, despite such efforts, any Permits required to be obtained before commencement of construction have not been obtained or could not have been obtained as

of the Scheduled Commencement Date, then Vendor shall continue to exercise its best efforts, for a period of at least one (1) year, to obtain any such Permits as promptly as possible, and, subject to Section 4.02(e), the Scheduled Commencement Date will be adjusted to reflect all additional time which will be required for the performance of any of the duties or obligations of Vendor under this Agreement as a result of the delay in obtaining the Permits. The failure of Vendor to obtain any such Permit shall not in and of itself constitute a breach of Vendor's obligations hereunder. However, the failure of Vendor to perform any of its obligations set forth in this Section 4.02 shall constitute a breach of Vendor's obligations under this Agreement, which, if not cured as contemplated by Section 14.01(a)(i), would constitute an event of default hereunder.

(f) Vendor shall comply with all Governmental Requirements in performing its obligations under this Agreement, the Sublease and each Site Designation Supplement. Vendor shall indemnify, and hold harmless, each BMI Indemnitee from and against any Claims (including without limitation any fine, penalty or damage) arising out of Vendor's failure to comply with any Governmental Requirements including, without limitation, zoning laws and FAA and FCC regulations.

(g) If BMI determines that Vendor's proposed Tower height would cause an extension of time to obtain any Permit beyond the period set forth in the applicable Site Schedule, Vendor shall, at BMI's written request, revise the Due Diligence Package to provide a Tower height which, while meeting BMI's requirements, will, in BMI's judgment, be permitted in a timely fashion without delays in the applicable Site Schedule; provided, however, that in revising the Due Diligence Package, Vendor shall have the right to pursue (i) Permits for a Tower which meets BMI's requirements but which can be subsequently modified to increase the

height of the Tower in order to meet Vendor's requirements and/or (ii) simultaneous Permits for the construction of (1) a temporary structure which satisfies BMI's requirements, if all Permits for such temporary structure can be obtained within the time provided in the applicable Site Schedule, and (2) a permanent Tower with greater height which meets both BMI's and Vendor's requirements. In the event that BMI installs its Communications Equipment on any temporary tower structure prior to Vendor's completion of obtaining permits and constructing a higher permanent Tower, following completion of such higher permanent Tower, BMI's Communications Equipment shall be relocated to the permanent Tower at Vendor's sole cost and expense.

(h) Notwithstanding anything to the contrary contained herein, Vendor shall not be required nor, except as BMI may otherwise agree in writing, to file or pursue any appeal or other similar action to be filed with a court of competent jurisdiction ("Permit Appeal Action") in connection with obtaining Permits. Vendor shall give BMI written notice promptly after it determines that it is necessary to pursue a Permit Appeal Action. If any BTS Site requires Permit Appeal Action, BMI shall have the right to file or pursue such Permit Appeal Action or elect not to pursue such Permit Appeal Action, at BMI's sole discretion. In either event, such affected BTS Site shall constitute a Qualifying Site and BMI shall no longer be obligated under Section 3.09 to exclusively engage Vendor to perform the Services on such BTS Site and BMI shall be free to engage any Person to construct Tower, Improvements and Constructed Improvements on such BTS Site and perform any Services in connection therewith.

(b) Not later than twenty one (21) days after receipt of any proposal as to any potential cell site, BMI shall give Vendor written notice as to which (if any) of such proposed

cell tower sites it views in its judgment as acceptable, whereupon such cell tower site shall become a BTS Site for all purposes of this Agreement, subject to Vendor's prior compliance with Article 8, including Section 8.05; provided, that failure of BMI to accept any proposed cell tower site shall constitute and be deemed a rejection of such proposed cell tower site. BMI's right to select any proposed cell tower site as a BTS Site shall not relieve or release Vendor from performing any of its obligations hereunder in respect of such BTS Site, or otherwise affect any of Vendor's obligations hereunder. Together with such written notice, BMI shall deliver to Vendor a Notice to Proceed with respect such BTS Site in the form of Annex E attached hereto, to be completed and returned to BMI in accordance with Section 5.02.

(c) Not later than ten (10) days after receipt of the Notice to Proceed as to any BTS Site, Vendor shall prepare for the Development of each BTS Site and shall submit to BMI for its approval, which approval shall not be unreasonably withheld, an Implementation Plan and a final Site Schedule with respect to such BTS Site, which shall include, among other things, the facilitation of the Acquisition of such BTS Site requested by BMI and design services, preparation of a development plan, financing and coordination of construction activities.

all obligations shall remain with Vendor to effect connections required for the Permitted Use of the BTS Site under the Sublease, with exception that Vendor shall utilize BMI as its agent to work with the local telephone company on the development of the servicing plan.

(b) Should any information or approval be required from BMI as Work progresses, Vendor shall request such information or approval in writing. Said requests shall be submitted sufficiently in advance of the date upon which the information or approval is needed, but in no event less than five (5) days in advance of such date, to permit BMI to act without affecting the progress or sequence of the Work. Such request shall provide a reasonable time for a response by BMI.

(c) Vendor shall, on a periodic basis (but not less frequently than weekly), review the progress of the construction, evaluate the percentage of completion of each BTS Site as indicated in the Implementation Plan and the applicable Site Schedule. The construction schedule report shall be distributed not less than weekly during the construction phase of the Project, indicating the actual progress compared to the scheduled progress of the Work in accordance with the applicable Site Schedule. The reports shall compare the actual construction dates to scheduled construction dates for each BTS Site.

equipment used in the Completion of the Project and shall deliver this information to BMI upon Completion of the Project.

(b) Upon the occurrence of an event of Force Majeure and in the events expressly provided in this Agreement, the Site Schedule for any affected BTS Site shall be adjusted to reflect all additional time which will be required for the performance of any of the duties or obligations of Vendor under this Agreement as a result of such event, which adjustment shall be subject to the prior written approval of BMI, not to be unreasonably withheld or delayed.

(c) Except as set forth in Section 6.04(b) as to an individual BTS Site, no Site Schedule for any BTS Site shall change, and Vendor will have no right to cause any such change, without prior written approval by BMI. Within five (5) Business Days after the receipt of any request from Vendor for a change to any Site Schedule, BMI shall notify Vendor in writing of its approval or disapproval of such proposed change. Failure of BMI to respond within said five
(5) Business Day period shall constitute and be deemed an acceptance of such requested change unless the change is, or results in, an extension of the Scheduled Completion Date by more than thirty (30) days with respect to any BTS Site, in which case BMI must approve such change in writing before it becomes effective, such approval not to be unreasonably withheld.

(d) Vendor acknowledges and agrees that it has an affirmative obligation and responsibility promptly to notify BMI of any circumstance which affects or may affect any Site Schedule in any material respect and the extent to which such Site Schedule may be affected as a result of such circumstance.

relate to the construction of the Towers and the Improvements in connection with the Project. Vendor shall, at its own cost and expense, procure and maintain all licenses and Permits required by local, state or federal regulatory agencies and authorities with respect to the construction, and shall comply with all local, state and federal laws, ordinances, rules and regulations applicable to this Agreement. Vendor shall indemnify and hold harmless each of the BMI Indemnitees from and against any fine, penalty or damage arising out of the failure by Vendor, its Affiliates or any of their respective employees, agents, contractors, subcontractors, advisors or consultants to comply with any such laws, ordinances, rules or regulations including, without limitation, zoning laws and FAA regulations, unless such failure arises from BMI's willful or negligent conduct. Vendor shall obtain, or cause to be obtained, all required bonds and insurance, including without limitation the insurance required under Article 11, necessary or advisable for the commencement of construction and Completion of the Work with respect to each BTS Site.

(b) If BMI requests changes to the Specifications, Vendor shall promptly make such changes to the Specifications and BMI shall adjust the Implementation Plan, the Site Schedule for any affected Site, as may be necessary or required, in BMI's reasonable judgment provided that (i) the change in the Specifications would not have a material adverse effect on the Permitted Use under the Sublease; and (ii) BMI pays any reasonable costs incurred by Vendor and directly attributable to implementation of such changes.

(c) Should BMI consider it necessary or advisable at any time before Completion to examine Work already completed therein, Vendor shall, on request of BMI, promptly furnish all necessary facilities, labor, and material for that purpose. If such Work is

found to be defective in any material respect, Vendor shall pay all expenses of such examination. If, however, such Work is not found to be defective in any material respect, BMI shall pay all expenses of such examination and restoration of the Work. The Site Schedule as to affected BTS Site shall be equitably adjusted.

(b) In addition to any right BMI may have under Section 6.11, BMI will have the right to (i) inspect any BTS Site at any time after BMI receives the notification under Section 6.12(a) and prior to any date on which the Completion Certificate is executed and (ii) notify Vendor in writing if such inspection by BMI reveals that Completion has not occurred with respect to any BTS Site. Promptly after receipt of any such notification, Vendor shall promptly cause any unperformed Work to be performed.

(c) Upon issuance of the Completion Certificate with respect to a BTS Site, such BTS Site shall constitute a completed BTS Site (a "Completed BTS Site"). Each Completed BTS Site shall be added to Exhibit B hereto and shall constitute an accepted BTS Site. If at any time prior to Completion such BTS Site does not comply with the Specifications or other requirements of this Agreement in any material respect, BMI may, at its sole option, elect to execute a Completion Certificate with respect to such BTS Site together with a punch list, in the form of Annex F attached hereto (the "Punch List"), indicating the particulars of the alleged deviation from the Specifications or other requirements of Vendor hereunder. Vendor shall promptly, but not later than within thirty (30) days of the date of the Punch List and at its own cost and expense, correct any such non-compliance or deviation. Upon execution of a Completion Certification and a Site Designation Supplement with respect to a BTS Site, BMI shall pay Vendor a Site Maintenance Charge applicable to such BTS Site pursuant to Section 3.01(b) and, the Site Installation Fee pursuant to Annex H.

(d) Notwithstanding Section 6.12(c), if (i) any BTS Site becomes a Substantially Completed Site and (ii) at any time before the execution of the Completion Certificate or the Site Designation Supplement with respect to any BTS Site, BMI installs and begins operation of BMI's Communications Equipment on such BTS Site in a revenue generating mode, such BTS Site shall be deemed to constitute a Substantially Completed BTS Site, and from and after the date such BTS Site is deemed a Substantially Completed Site and such Communications

Equipment has been in service, BMI shall be obligated to pay Vendor the applicable Site Maintenance Charge and Site Installation Charge with respect to such BTS Site; provided, however, that in either case BMI shall have the right to defer, accrue, and withhold payment of, the applicable BTS Site Maintenance Charge and Site Installation Charge until such BTS Site is Completed. Not later than thirty (30) days after any such BTS Site is Complete, BMI shall pay such accrued Site Maintenance Charge and Site Installation Charge, without interest.

(e) The parties acknowledge that during the construction period, title, right and interest in, to and under the Tower and Improvements on each BTS Site shall vest in and at all times remain with Vendor. Without limiting the foregoing, effective as of the date of the Completion of each BTS Site, all rights, title and interest in, to and under the Tower and Improvements constructed on such BTS Site pursuant to this Agreement shall be deemed, without any further action or demand by BMI, transferred, assigned and conveyed over unto BMI or the applicable BMI Affiliate upon execution of the applicable Completion Certificate, and Vendor hereby agrees to execute and deliver to BMI, as an attachment to a Completion Certificate, any and all further instruments and documents to assure such transfer, assignment and conveyance to the full extent contemplated by Vendor's obligation hereunder.

(b) If Vendor defaults under this Agreement, and BMI elects to enforce the provisions of this Section 7.01, BMI shall promptly give CCIC written notice thereof, which notice shall constitute an exercise of BMI's rights against CCIC pursuant to this Section 7.01. Following the receipt of such notice by CCIC, CCIC shall have the same period of time as is afforded to Vendor under this Agreement to cure such default, but no such cure period shall diminish the obligations of CCIC under this Section 7.01.

(c) This guaranty obligation of CCIC shall be enforceable by BMI in an action against CCIC without the necessity of any suit, action, or proceedings by BMI of any kind or nature whatsoever against Vendor, without the necessity of any notice to CCIC of Vendor's default or breach under this Agreement, and without the necessity of any other notice or demand to CCIC to which CCIC or Vendor might otherwise be entitled, all of which notices CCIC hereby expressly waives. CCIC hereby agrees that the validity of this guaranty and the obligations of CCIC hereunder shall not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by BMI against Vendor any of the rights or

remedies reserved to BMI pursuant to the provisions of this Agreement or any other remedy or right which BMI may have at law or in equity or otherwise.

(d) CCIC covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of CCIC hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Agreement or any modification or waiver of or change in any of the covenants and terms of this Agreement by agreement of BMI and Vendor, or by any unilateral action of either BMI or Vendor, or by an extension of time that may be granted by BMI to Vendor or any indulgence of any kind granted to Vendor, or any dealings or transactions occurring between BMI and Vendor, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership, or trusteeship affecting Vendor. CCIC does hereby expressly waive any suretyship defense it may have by virtue of any statute, law, or ordinance of any state or other governmental authority.

(e) All of BMI's rights and remedies under this guaranty are intended to be distinct, separate, and cumulative and no such right and remedy herein is intended to be the exclusion of or a waiver of any other.

(f) CCIC hereby waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. CCIC further waive any right to require that an action be brought against Vendor or any other person or to require that resort be had by BMI to any security held by BMI.

shall give BMI notice to such effect and thereafter such site shall no longer be a BTS Site hereunder and Vendor shall, at BMI's written direction, terminate any option of BMI to enter into a Ground Lease for such site, identify and propose to BMI a new potential cell site location for a BTS Site pursuant to and subject to Sections 5.01 and 5.02 hereof, and the Site Schedule as it applies to the applicable BTS Site, shall be adjusted to reflect any additional time which will be required for the performance of any of the duties or obligations of Vendor under this Agreement as a result of such event.

(b) Within five (5) Business Days after discovery of any Environmental Conditions on any BTS Site not disclosed by, or in excess of the conditions disclosed by, the Environmental Assessment, Vendor shall advise BMI in writing of such condition and its effect upon the Site Schedule. All costs and expenses incurred by Vendor arising out of or by reason of the discovery of any such condition on the BTS Site (including, without limitation, costs and expenses paid or incurred to rectify such condition) shall be borne by Vendor. The applicable Site Schedule shall be adjusted to reflect all additional time which will be required for the performance of any of the duties or obligations of Vendor under this Agreement as a result of any such condition.

(b) If Vendor shall have timely obtained all reasonably appropriate tests, but, nonetheless, concealed and unknown conditions that affect the performance of the Work are encountered below ground or in an existing structure other than the Work, then (i) Vendor shall bear all costs and expenses arising out of or by reason of the existence of any such condition on the BTS Site (except to the extent that (x) Vendor notifies BMI that its good faith estimate of such costs and expenses exceeds $100,000 and Vendor is unwilling to bear any such costs and expenses in excess of such amount, in which event BMI will have the option, exercisable in its sole discretion, either to (A) agree to pay the amount of any such reasonably incurred costs and expenses in excess of such amount or (B) terminate this Agreement as to such BTS Site, in which event BMI shall no longer be obligated under Section 3.09 to exclusively engage Vendor to perform Services on such BTS Site, and shall be free to engage any other Person to perform such Services), and (ii) the applicable Site Schedule shall be adjusted to reflect all additional time which will be required for the performance of any of the duties or obligations of Vendor under this Agreement as to such BTS Site as a result of any such condition, subject to Vendor's receipt of the prior approval of BMI.

Services in such search area as provided in Section 5.01. Notwithstanding anything to the contrary contained herein, if any Potential Colocation Site is a CCIC Site and BMI elects to install its Communications Equipment on such Potential Colocation Site, the Site Maintenance Charge with respect to such Potential Colocation Site for all purposes of this Agreement shall be determined in accordance with Section 3.01(c).

(b) During the Initial term, if BMI is interested in a Potential Colocation Site, Vendor may, upon written notice thereof to BMI, offer the performance of the Colocation Construction and Installation Services listed in Annex H with respect to such Potential Colocation Site, on BTS Sites; provided, that Vendor acknowledges that at any time during the Term, BMI shall have the right to engage any Person other than Vendor to perform such Colocation Construction and Installation Services. If the terms, conditions and fees in connection with such Colocation Construction and Installation Services are acceptable to BMI, BMI may engage Vendor to perform such Colocation Construction and Installation Services upon written notice to Vendor within five (5) Business Days after receipt by BMI of the offer from Vendor. If BMI elects to engage Vendor to perform such Colocation Construction and Installation Services pursuant to this Section 9.02(b), such Colocation Construction and Installation Services shall be performed in compliance with the requirements of this Agreement, including, without limitation, compliance with quality standards, Governmental Requirements, Permits and Environmental Laws, in each case as applicable to such Colocation Construction and Installation Services.

(c) Vendor hereby acknowledges and agrees that any and all fees in connection with performance of any Colocation Acquisition Services and Colocation Construction and Installation Services shall be due and payable in accordance with Annex H and only if BMI installs its Communications Equipment on a Potential Colocation Site.

(a) Commercial General Liability Insurance (including protective liability coverage on operations of independent contractors engaged in construction, blanket contractual liability coverage, products liability coverage, and explosion, collapse and underground hazards coverage) for the benefit of Vendor, against claims for personal injury, bodily injury and property damage, with a limit of not less than $1,000,000 in the event of personal injury or bodily injury to any number of persons or of damage to property arising out of any one occurrence, and not less than $2,000,000 in the aggregate applicable to this Project. Such insurance (which may be furnished under a primary policy or an "umbrella" policy or policies with a limit of not less than $5,000,000) shall also include coverage against liability for bodily injury or property damage arising out of use by or on behalf of Vendor of any owned, non-owned or hired automotive equipment for a limit not less than that specified above. Such insurance shall include a cross-liability/severability of interest provision and shall otherwise comply with the requirements applicable to such insurance.

(b) Worker's compensation and related insurance covering all employees of Vendor employed in, on or about the Project in order to provide statutory benefits as required by the applicable laws and otherwise in compliance with the requirements applicable to such insurance, including employer's liability insurance with limits of not less than $1,000,000 each accident/$1,000,000 each employee by decease/1,000,000 policy limits and otherwise in compliance with the requirements applicable to such insurance

(c) Comprehensive automobile liability insurance with limits of not less than $1,000,000 per occurrence and in the aggregate for bodily injury, including death and property damage and otherwise in compliance with the requirements applicable to such insurance.

(d) Vendor's all risk insurance policy with limits of not less than full replacement cost of each Tower and the Improvements of each BTS Site.

Indemnitee would or should have been insured under any required insurance which Vendor does not for any reason obtain or maintain in force.

(b) If Vendor fails to meet its obligation to Substantially Complete any BTS Site in accordance with the applicable Site Schedule, BMI will have the right to liquidated damages in respect of each BTS Site that has not been Substantially Completed in an amount equal to $7,500 per month (prorated for partial months), for each day that such failure continues (the "Liquidated Damages"), not to exceed $15,000 for any single BTS Site. If Vendor owes Liquidated Damages in respect of any BTS Site, such Liquidated Damages shall be payable by Vendor in cash, within thirty (30) days from the date of the written notice thereof.

(c) The payment of the Liquidated Damages shall not relieve Vendor from its obligations to construct and install the Towers and Improvements, and perform its other obligations hereunder in accordance with the respective Site Schedules. The parties hereto acknowledge that the amount of the Liquidated Damages payable by Vendor to BMI under this Section 12.01 constitute liquidated damages and not penalties, that the injuries to BMI caused by Vendor's delays described above are difficult or impossible to estimate accurately, and that the sums payable herein are reasonable estimates of the probable losses associated with such injuries. The parties further acknowledge that BMI may not assert other damages separate from and in addition to the Liquidated Damages.

settlement ("Claims"), by reason of or arising out of: (i) personal injury, death, and damage to tangible property resulting from (A) the intentional or negligent acts or omissions of Vendor's directors, officers, employees, agents, consultants, contractors or subcontractors in connection with the Completion of each BTS Site and performance of this Agreement, or (B) any design or manufacturing defect in any Tower, the Improvements or any part thereof, whether manufactured by Vendor hereunder or otherwise or any defects in construction or installation of any Tower, Improvements or Constructed Improvements, or in the installation in accordance with Annex H of BMI's Communications Equipment; (ii) Vendor's breach of its obligations under this Agreement, including without limitation in respect of any Services; (iii) the termination or removal of any employee or subcontractor of Vendor pursuant to Section 3.05(d); (iv) Vendor's breach of any representation or warranty in this Agreement, including without limitation its warranty pursuant to Section 6.10; (v) failure of Vendor to comply with any obligation under this Agreement as to Governmental Requirements or the imposition of any Lien on any BTS Site or (vi) BMI's acting as co- applicant for any Permit, pursuant to Section 4.02 or 6.07.

(b) BMI shall, and BMI does hereby agree to, indemnify and hold harmless Vendor from and against any Claim, by reason of or arising out of personal injury, death and damage to tangible property resulting from the intentional or negligent acts or omissions of BMI, but only to the extent (i) such injury, death or damage is caused by BMI in connection with (x) inspections pursuant to Section 6.11 or (y) the provisions of Section 6.12(d) relating to BMI's operation of its Communications Equipment prior to the execution of the Completion Certificate and (ii) Vendor is not responsible therefor under the terms of this Agreement.

(a) Vendor represents and warrants that Vendor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full and complete right, power and authority to enter into this Agreement and perform Vendor's duties and obligations under this Agreement in accordance with the terms and conditions of this Agreement.

(b) Vendor represents and warrants to BMI that at all times during the term of this Agreement, Vendor shall have sufficient funds available to Complete the Project in accordance with the Implementation Plan and Site Schedules.

(i) If Vendor, in any material respect: violates or breaches, or fails fully and completely to observe, keep, satisfy, perform or comply with any terms, covenants, conditions, requirements, provisions, duties and obligations under this Agreement, and does not cure or remedy such failure to perform within thirty (30) days after receipt of written notice from BMI with respect thereto (which notice shall describe with reasonable particularity such failure); provided, however, that, if such failure to perform shall necessitate longer to cure than such thirty (30) day period, and BMI does not unreasonably object to an extension, then such cure period shall be extended for such period of time as is reasonably necessary to cure such failure to perform, provided, further, that Vendor commences such cure within thirty (30) days after receipt of written notice from BMI and thereafter proceeds diligently and in good faith to cure the default; or

(ii) If, in any consecutive twelve-month period, (x) BMI becomes entitled to the Liquidated Damages pursuant to Section 12.01(b) in excess of $200,000 in respect of any BTS Sites or (y) BMI becomes entitled to Liquidated Damages pursuant to Section 12.01(b) in the amount of $15,000 in respect of any BTS Site; or

(iii) if any representation or warranty made by Vendor in this Agreement or the Sublease was false or misleading in any material respect on the date as of which made (or deemed made); or

(iv) if Vendor fails to comply with the provisions of
Section 5.01 for at least forty-five (45) days; or

(v) If (A) a trustee or receiver is appointed to take possession or control of all or substantially all of Vendor's assets, and such receiver or trustee shall fail, within sixty (60) days of appointment, to affirm or assume this Agreement, to provide adequate assurance as to its ability to perform all of the terms and conditions of this Agreement as a receiver or trustee of Vendor, to cure all other events of default, and to pay all damages incurred by BMI as a result of all events of default; (B) Vendor shall commence any voluntary proceeding under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights; or (C) an "order for relief" or other judgment or decree by any court of competent jurisdiction is entered against Vendor in any involuntary proceeding against Vendor under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights, or any such involuntary proceeding shall be commenced against Vendor and shall continue for a period of forty-five (45) days after commencement without dismissal.

(b) Upon the occurrence of any event of default by Vendor under this Agreement, BMI may pursue any and all rights and remedies available under applicable law and any one or more of the following rights and remedies, separately or concurrently or in any combination, without further notice or demand whatsoever:

(i) upon the occurrence of any event of default with respect to a BTS Site under Sections 14.01(a)(i), (ii)(y), (iii) or (iv), BMI may, at its option, either (x) suspend its obligations until such default is cured by Vendor or terminate its obligations to (1) exclusively engage Vendor to perform Services in respect of such BTS Site pursuant to Section 3.09, and/or (2) offer Vendor the opportunity to perform the Colocation Services in respect of such BTS Site as provided in Section 9.02(b), by giving Vendor written notice thereof, and thereafter BMI shall have the right to engage any Person to perform Services and Colocation Services in respect of such BTS Site or (y) terminate this Agreement as to such BTS Site by giving Vendor written notice of termination, it being understood that in the case of either clause (x) or clause (y), such BTS Site shall be deemed a Qualifying Site; or

(ii) upon the occurrence of any event of default: (A) under Sections 14.01(a)(ii)(x) or (v), or (B) with respect to more than ten percent (10%) or more of the proposed cell sites accepted by BMI pursuant to Section 5.01 during any twelve (12) consecutive month period under Sections 14.01(a)(i),

(ii)(y), (iii) or (iv), BMI may, at its option, either: (x) suspend its obligations until such default is cured by Vendor or terminate its obligations to (1) exclusively engage Vendor to perform Services in respect of any or all BTS Sites pursuant to Section 3.09, and/or (2) offer Vendor the opportunity to perform the Colocation Services in respect of any or all BTS Sites as provided in Section 9.02(b), by giving Vendor written notice thereof, and thereafter BMI shall have the right to engage any Person to perform Services and Colocation Services on any or all BTS Sites or (y) terminate this Agreement in its entirety by giving Vendor written notice of termination, and this Agreement shall be terminated as to all BTS Sites at the time designated by BMI in its notice of termination to Vendor.

(c) BMI will have the right to recover from Vendor all costs and expenses incurred by BMI in enforcing its rights and remedies hereunder, including attorneys' fees and expenses paid or incurred by BMI in connection with enforcement measures, including the filing of any action at law or in equity or the filing of any appeal of any decision or judgment with respect to any such action.

(d) The termination of this Agreement by BMI by reason of default by Vendor shall not relieve Vendor of any of its duties and obligations theretofore accrued under this Agreement prior to the effective date of such termination.

(a) Upon request by BMI, deliver to BMI or such other person as BMI may designate all materials, supplies, equipment, keys, contracts and documents, all books of account and records maintained pursuant to this Agreement pertaining to this Agreement and the Project.

(b) Upon BMI's request, assign all existing contracts relating to the Project to BMI or such other person or entity as BMI shall designate.

(c) Furnish all such information, take all such other action, and cooperate with BMI as BMI shall reasonably require in order to effectuate an orderly and systematic termination of Services (including Colocation Services) and Vendor's other, duties, obligations and activities hereunder.

(a) A trustee or receiver is appointed to take possession or control of all or substantially all of BMI's assets, and such receiver or trustee shall fail, within sixty (60) days of appointment, to affirm or assume this Agreement, to provide adequate assurance as to its ability

to perform all of the terms and conditions of this Agreement as a receiver or trustee of BMI, to cure all other events of default, and to pay all damages incurred by Vendor as a result of all events of default.

(b) BMI shall commence any voluntary proceeding under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights.

(c) An "order for relief" or other judgment or decree by any court of competent jurisdiction is entered against BMI in any involuntary proceeding against BMI under present or future Federal bankruptcy laws or under any other bankruptcy, insolvency or other laws respecting debtor's rights, or any such involuntary proceeding shall be commenced against BMI and shall continue for a period of forty-five (45) days after commencement without dismissal.

(a) condemnation or other exercise of the power of eminent domain;

(b) changes in Governmental Requirements applicable to the construction of the Towers and Improvements and Completion of the BTS Site effective after the Effective Date, and the orders of any Governmental Authority having jurisdiction over a party;

(c) acts of God, including, without limitation, tornadoes, hurricanes, floods, sinkholes, landslides, earthquakes, epidemics, quarantine and pestilence;

(d) fire and other casualties, such as explosions and accidents;

(e) acts of a public enemy, acts of war, terrorism, effects of nuclear radiation, blockades, insurrections, riots, civil disturbances or national or international calamities; and

greater than forty five (45) days, then BMI shall have the right to terminate this Agreement as to the affected BTS Site.

BMI:                BellSouth Mobility Inc
---
                    1100 Peachtree Street, N.E., Real Estate, 8th Floor
                    Atlanta, Georgia 30309
                    Telephone No.: (404) 249-4047
                    Facsimile No.: (404) 249-3610


                    with a copy to:

                    BellSouth Mobility Inc/Legal Dept.
                    1100 Peachtree Street, N.E., 10th Floor
                    Atlanta, Georgia 30309
                    Telephone No.: (404 249-0923
                    Facsimile No.: (404) 249-0922

CCIC:               Crown Castle International Corp.
-----
                    510 Bering Drive, Suite 500
                    Houston, Texas 77057
                    Telephone No.: (713) 570-3000
                    Facsimile No.: (713) 570-3150

                    with a copy to:

                    Cravath Swaine & Moore
                    825 Eighth Avenue, Worldwide Plaza
                    New York, New York 10019-7475
                    Telephone No.: (212) 474-1146
                    Facsimile No.: (212) 474-3700
                    Attention:  Stephen L. Burns

Vendor:             Crown Castle South Inc.
-------
                    375 Southpointe Blvd.
                    Cannonsburg, PA 15317
                    Telephone No.: (724) 416-2000
                    Facsimile No.: (724) 416-2468
                    Attention:  General Counsel

                    with a copy to:

                    Sittig, Cortese & Wratcher
                    1515 Frick Building
                    Pittsburgh, PA 15219
                    Telephone No.: (412) 402-4000
                    Facsimile No.: (412) 402-4011
                    Attention:  William R. Sittig, Jr.

All notices, demands, requests, advice or communications given by mailing shall be deemed given on the date of receipt in the United States Mail; those given by commercial courier shall be deemed given on the date such notice, demand, request, advice or communication is delivered to the recipients address set forth above or to such other address as is specified by written notice given in accordance herewith. Any notice, demand, request, advice or communication not received because of changed address or facsimile number of which no notice was given or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be.

each annex and exhibit were set forth in full and at length every time it is referred to or otherwise mentioned.

(b) The parties agree to facilitate the arbitration by: (i) making available to one another and to the Arbitrators for examination, inspection and extraction all documents, books, records and personnel under their control if determined by the Arbitrators to be relevant to the dispute; (ii) conducting arbitration hearings to the greatest extent possible on successive days; and
(iii) observing strictly the time periods established by the Rules or by the Arbitrators for submission of evidence or briefs.

(c) Judgment on the award of the Arbitrators may be entered in any court having jurisdiction over the party against which enforcement of the award is being sought. The Arbitrators are expressly authorized to enter orders of interim or provisional relief each of which may be enforced as a final award. The Arbitrators shall divide all costs (other than fees of counsel) incurred in conducting the arbitration in their final award in accordance with what they deem just and equitable under the circumstances.

connection therewith, to give and receive consents and all notices hereunder, to negotiate and settle claims for indemnification, and to perform any other act arising under or pertaining to the Agreement. BMI Affiliates, and each of them, agree that service of process upon the Agent in any action or proceeding arising under or pertaining to the Agreement shall be deemed to be valid service of process upon BMI Affiliates.

(b) Nothing contained herein shall be deemed to make the Agent liable to BMI Affiliates because of service in its capacity as agent. In performing any of its duties hereunder, the Agent shall not incur any liability to BMI Affiliates for losses, damages, Liabilities or expenses, except for its willful default.

(c) It is expressly understood and agreed that this power of attorney and the agency created hereby is coupled with an interest of the respective parties hereto and shall be binding and enforceable on and against the respective successors and assigns of BMI Affiliates, and each of them, and this power of attorney shall not be revoked or terminated and shall continue to be binding and enforceable in the manner provided herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, BMI, CCIC and Vendor have caused their respective duly authorized representatives to execute, seal and deliver this Agreement, all as of the day and year first above written.

BMI:

BELLSOUTH MOBILITY INC

By: /s/ Joel L.A. Peterson
   ------------------------------
   Name: Joel L.A. Peterson
        -------------------------
   Title: Authorized Signature
         ------------------------
          AVP

VENDOR:

CROWN CASTLE SOUTH INC.

By: /s/ Kathy Broussard
   ------------------------------
   Name: Kathy Broussard
        -------------------------
   Title: Vice President
         ------------------------

[Signatures continued on next page]

[Signatures continued from previous page]

CCIC:

CROWN CASTLE INTERNATIONAL
CORPORATION

By: /s/ Kathy Broussard
   ------------------------------
   Name: Kathy Broussard
        -------------------------
   Title: Vice President
         ------------------------

BMI AFFILIATES

WESTEL-INDIANAPOLIS COMPANY                    INDIANA CELLULAR CORPORATION


By: /s/ Joel L.A. Peterson                     By: /s/ Joel L.A. Peterson
   ----------------------------                   ---------------------------
   Name: Joel L.A. Peterson                       Name: Joel L.A. Peterson
        -----------------------                        -----------------------
   Assistant Vice President                       Assistant Vice President


KENTUCKY CGSA, INC.                            WESTEL-MILWAUKEE COMPANY, INC.


By: /s/ Joel L.A. Peterson                     By: /s/ Joel L.A. Peterson
   ----------------------------                   ---------------------------
   Name: Joel L.A. Peterson                       Name: Joel L.A. Peterson
        -----------------------                        -----------------------
   Assistant Vice President                       Assistant Vice President


TERRE HAUTE CELLULAR                           MUNCIE CELLULAR TELEPHONE
TELEPHONE COMPANY, INC.                        COMPANY, INC.


By:/s/ Joel L.A. Peterson                     By: /s/ Joel L.A. Peterson
   ----------------------------                   ---------------------------
   Name: Joel L.A. Peterson                       Name: Joel L.A. Peterson
        -----------------------                        -----------------------
   Assistant Vice President                       Assistant Vice President

Form of Ground Lease

EXHIBIT 99.3

by and among

BELLSOUTH MOBILITY INC,

for itself and as Agent for certain Affiliates,

CERTAIN BMI AFFILIATES,

CROWN CASTLE INTERNATIONAL CORP.,

and

CROWN CASTLE SOUTH INC.

Dated June 1, 1999

TABLE OF CONTENTS

SECTION HEADING                                                     PAGE NO.
1.  Definitions......................................................   1
2.  Sublease Documents...............................................  11
3.  Subleased Property...............................................  12
4.  Existing Subleases and Colocation Agreements.....................  17
5.  Reserved Space...................................................  18
6.  Permitted Use....................................................  21
7.  Access...........................................................  21
8.  Term.............................................................  21
9.  Put Right........................................................  21
9.  Withdrawal.......................................................  22
10. Rent............................................................   24
11. Condition of the Sites..........................................   28
12. Work on the Site................................................   29
13. Damage to the Site, Tower or the Improvements...................   32
14. Space Subtenants; Interference..................................   33
15. Taxes and Assessments...........................................   35
16. Utilities.......................................................   35
17. Governmental Approvals..........................................   35
18. No Liens........................................................   36
19. Condemnation....................................................   37
20. Waiver of Subrogation; Indemnity................................   38
21. Subordination and Attornment....................................   40
22. Environmental Covenants.........................................   40
23. Insurance.......................................................   43
24. Right of First Refusal..........................................   46
25. Assignment and Subletting.......................................   47
26. Estoppel Certificate............................................   49
27. Holding Over....................................................   49
28. Rights and Inspection of Entry..................................   49
29. A Party's Right to Act for the Other Party......................   50
30. Defaults and Remedies...........................................   51
31. Quiet Enjoyment.................................................   55
32. No Merger.......................................................   55
33. Broker and Commission...........................................   56
34. Recording of Site Designation Amendment.........................   56
35. Compliance with Specific FCC Regulations........................   56
37. CCIC's Guaranty.................................................   57
38. General Provisions..............................................   59

THIS SUBLEASE is made and entered into this 1st day of June, 1999 (this "Sublease"), by and among BELLSOUTH MOBILITY INC, a Georgia corporation ("BMI"), the BMI AFFILIATES whose names are set forth in the signature pages hereof or which become parties to this Sublease after the date hereof, CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("CCIC"), and CROWN CASTLE SOUTH INC., a wholly-owned subsidiary of CCIC and a Delaware corporation ("TowerCo").

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Sublease agree as follows:

"Aggregate Rent" has the meaning given to such term in Section 11(c).

"Aggregate Site Maintenance Charge" has the meaning given to such term in Section 11(c).

"Agreement to Sublease" means the Agreement to Sublease, by and among CCIC, TowerCo and BMI.

"Alterations" means the construction or installation of new Towers and/or Improvements on any Site or any part thereof, or the alteration, replacement, modification or addition to the existing Improvements or Tower on a Site.

"Available Colocation Space" has the meaning given to such term in
Section 4(b).

"Available Space" means, as to any Site, a Tower location, a portion of the Land, a portion of the Improvements or any other portion, space or area of such Site that is available for further sublease by TowerCo to any Space Subtenant (including BMI, in such capacity) and all rights appurtenant to such portion, space or area.

"Affiliate" of a Person means any Person which, whether directly or indirectly, Controls, is Controlled by, or is under common Control with the subject Party.

"Award" means any amounts paid, recovered or recoverable as damages, compensation or proceeds by reason of any taking on account of a Taking, including all amounts paid pursuant to any agreement with such entity which has been made in settlement or under threat of any such action or proceeding, less the reasonable costs and expenses incurred in collecting such amounts.

"BMI Affiliates" means, collectively, any Transferring Entity, Affiliates of BMI and any Person in which BellSouth Corporation, a Georgia corporation, owns, directly or

indirectly, more than thirty percent (30%) of the Voting Stock of such Person or which BellSouth Corporation otherwise Controls.

"BMI Competitor" means any Person whose revenues, generated directly or indirectly, from providing wireline local exchange carrier or wireless telephone provider telecommunications services, constitute at least twenty percent (20%) of the total revenues of such Person.

"BMI's Improvements" means each of the following, in each case located on the Land portion of the Reserved Space, installed by or for the benefit of BMI or its Affiliates and used by BMI or its Affiliates: (i) BMI's Communications Equipment; (ii) (v) equipment shelters, equipment buildings, and other constructions, (w) generators and associated fuel tanks, (x) grounding rings for BMI equipment shelters, (y) connections for utilities service from the meter to such Communications Equipment, and (z) one or more foundations, concrete equipment pads or raised platforms for such Communications Equipment, equipment shelters, buildings and constructions and (iii) as to any BTS Site, Constructed Improvements (as defined in the Construction Agreement) on such BTS Site.

"BMI Indemnitee" means BMI, its Affiliates, and the respective directors, officers, employees, contractors, subcontractors, advisors and consultants of BMI or its Affiliates (except TowerCo and any contractors, subcontractors, advisors and consultants of TowerCo).

"BMI's Notice" has the meaning given to such term in Section 3(h).

"BMI Work" has the meaning given to such term in Section 13(c).

"BST" means BellSouth Telecommunications, Inc.

"BST Lease" means the Lease of even date herewith, among TowerCo, BST and CCIC.

"BTS Site" has the meaning given to such term in the Construction Agreement.

"Capital Stock" means: (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Flow" means, as to any Person, the earnings before interest expense, depreciation, amortization and taxes of such Person and its Subsidiaries on a consolidated basis, determined in accordance with GAAP.

"Claims" means any claims, actions, suits, proceedings, disbursements, judgments, demands, damages, penalties, fines, losses, liabilities, costs and expenses, including reasonable attorneys' fees and amounts paid in settlements.

"Colocation Agreements" means any existing contractual arrangements and agreements pursuant to which BMI or any of its Affiliates shares any Site with other providers of wireless telecommunications services and to which BMI or such Affiliate is a Party, as set forth in Schedule A to Exhibit A attached hereto.

"Communications Equipment" means, as to any Site, transmitting and/or receiving equipment and other equipment installed at the Reserved Space (as to BMI) or any Available Space (as to a Space Subtenant), which is or will be necessary in providing current and future wireless communication services, including without limitation, switches, antennas, microwave dishes, panels, conduits, flexible transmission lines, cables, radio, amplifiers, filters and other transmission or communications equipment (including interconnect transmission equipment, transmitter(s), receiver(s) and accessories) and such other equipment and associated software as may be necessary in order to provide such wireless communication services, including without limitation, voice or data. Communications Equipment shall include any existing, replaced and upgraded Communications Equipment.

"Communications Facility" means, as to any Site, the Reserved Space (as to BMI) or any Available Space (as to a Space Subtenant), together with BMI's or such Space Subtenant's Improvements.

"Completion" has the meaning given to such term in the Construction Agreement.

"Construction Agreement" means the Agreement to Build to Suit of even date herewith among BMI, TowerCo and CCIC.

"Control" means the ownership, directly or indirectly, of sufficient voting shares of an entity, or otherwise the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting securities, by contract or otherwise.

"CPI" means the Consumer Price Index for all Consumers, U.S., City Average (1982 minus 84 equals to 100) All Items Index, published by the Bureau of Labor Statistics, United States Department of Labor. If the CPI shall cease to be compiled and published at any time during the term of this Sublease, but a comparable successor index is compiled and published by the Bureau of Labor Statistics, United States Department of Labor, the adjustments to the Rent provided for in Section 11, if any, shall be computed according to such successor index, with appropriate adjustments in the index to reflect any differences in the method of computation from the CPI. If, at any time during the term of this Sublease, neither the CPI nor a comparable successor index is compiled and published by the Bureau of Labor Statistics, the index for "all items" compiled and published by any other branch or department of the federal government shall be used as a basis for calculation of the adjustments to the Rent provided for in Section 11, and if no such index is compiled and published by any branch or department of the federal government, the statistics reflecting cost of living increases as compiled by any institution or organization or individual generally recognized as an authority by financial and insurance institutions shall be used.

"CPI Increase" means an increase, if any, (expressed as a percentage) in the most recently published CPI value as of January 1 of the applicable Site Term Year, from the CPI value published for January 1 of the immediately preceding Site Term Year.

"Date of Taking" means the earlier of the date upon which title to applicable Site, or any portion thereof, subject to a Taking is vested in the condemning authority, or the date upon which possession of such Site or portion thereof is taken by the condemning authority.

"Default Notice" has the meaning given to such term in Section 3(h).

"Effective Date" means the date of this Sublease, as set forth in the caption of the Sublease.

"Emergency" has the meaning given to such term in Section 30(b).

"Existing Louisiana Site" has the meaning given to such term in the Agreement to Sublease.

"Existing Sublease" means, with respect to any Site, any sublease, licenses, leases or other agreements for use of a Tower Location and other space on such Site between BMI and any other Person that is in effect as of the date of the Site Designation Supplement for such Site.

"FAA" means the United States Federal Aviation Administration.

"FCC" means the United States Federal Communications Commission.

"Ground Lease" means, as to a Leased Site, the ground lease or other agreement, pursuant to which BMI or its Affiliate holds a leasehold interest, leasehold estate or other real property interest.

"Ground Lessor" means, as to a Leased Site, the "lessor" or "landlord" under the Ground Lease thereof.

"Ground Rents" has the meaning given to such term in Section 11(c).

"Improvements" means, as to each Site, (i) one or more concrete equipment pads or raised platforms capable of accommodating exterior cabinets, electrical service and access for the placement and servicing of BMI's and, if applicable, each Space Subtenant's Improvements; (ii) shelters or exterior cabinets; (iii) generators and associated fuel tanks; (iv) grounding rings
(other than those for BMI equipment shelters); (v) fencing; (vi) signage; (vii)
connections for utility service up to the meter; (viii) hardware constituting a tower platform to hold BMI's and, if applicable, each Space Subtenant's Communications Equipment; (ix) access road improvements; (x) common shelters, if any; and (xi) such other customary equipment and improvements as may be installed on a Site (including the Land and the Tower) by BMI, in each case only as installed or constructed by TowerCo for shared use by BMI and Space Subtenants. Improvements do not include Communications Equipment.

"Investment Grade" means outstanding senior unsecured debt securities rated BBB or higher by Standard & Poor's or Baa or higher by Moody's.

"Land" means, as to each Site, the land constituting a portion of such Site, together with all easements and other rights appurtenant thereto.

"Laws" means all federal, state, county, municipal and other governmental constitutions, statutes, ordinances, codes, regulations, resolutions, rules, requirements and directives and all decisions, judgments, writs, injunctions, orders, decrees or demands of courts, administrative bodies and other authorities construing any of the foregoing.

"Leased Site" means a Site as to which BMI holds a leasehold interest, leasehold estate or other possessory interest therein pursuant to a Ground Lease.

"Lessor" means, as to each Site, BMI or any of its Affiliates that either: (i) owns fee simple title thereto; or (ii) holds a leasehold interest, leasehold estate or other possessory interest therein pursuant to a Ground Lease.

"Liens" means, as to each Site, an interest or a claim by a Person other than BMI or any of its Affiliates, whether such interest or claim is based on the common law, statute or contract, including, without limitations, liens, charges, Claims, leases, licenses, Mortgages, conditional agreements, title retention agreements, preference, priority or other security agreements or preferential arrangements of any kind, reservations, exceptions, encroachments, covenants, conditions, restrictions and other title exceptions and encumbrances affecting all or any part of the Land, the Tower or Improvements thereof.

"Market Capitalization" means, as to any Person, as of any date of determination, either (i) the number of issued and outstanding shares of such Person's Capital Stock (as set forth in such Person's most recent filings with the U.S. Securities and Exchange Commission) multiplied by the closing price of the Capital Stock of such Person on any exchange on which such stock is listed or (ii) the total market value of the equity of such Person, determined by a commercially reasonable appraisal process.

"Market Transaction" has the meaning given to such term in Section 26(b).

"Mortgage" means, as to any Site, any mortgage, deed to secure debt, deed of trust, trust deed or other conveyance of, or encumbrance against, the Land or Improvements on such Site as security for any debt, whether now existing or hereafter arising or created.

"Mortgagee" means, as to any Site, the holder of any Mortgage, together with the heirs, legal representatives, successors, transferees and assigns of the holder.

"NDA" means a non-disturbance, subordination and attornment agreement executed between a Mortgagee and TowerCo.

"Net Worth" means, with respect to a Person, the total assets minus the total liabilities of such Person and its Subsidiaries on a consolidated basis, as shown on the then current balance sheet of such Person and determined in accordance with GAAP.

"Owned Site" means a Site in which BMI or an Affiliate of BMI owns fee simple title.

"Party" means each of BMI, TowerCo and CCIC, as appropriate. "Parties" means BMI, TowerCo and CCIC together.

"Permitted Liens" has the meaning given to such term in Section 19(a).

"Permitted Subleasehold Mortgagee" means a Mortgagee that has assets at the time of the execution of the Permitted Subleasehold Mortgage of not less than $2 billion, and is: (i) a national bank; (ii) a commercial, national or state savings bank or trust company; (iii) an investment or merchant bank; (iv) a foreign bank qualified to do business in the states in which the Sites are located and authorized to make loans in the United States; (v) a charitable foundation; (vi) a real estate investment fund; (vii) an insurance company;
(viii) a credit company; (ix) a pension or retirement fund or a fund which, in turn, is funded substantially by a pension or retirement fund; (x) a real estate investment trust; (xi) a venture capital firm; (xii) a mortgage banking house;
(xiii) an international bank or investment company; or (xiv) any other institutional lender performing lending functions similar to any of the foregoing. Notwithstanding the foregoing, in no event shall a Permitted Subleasehold Mortgagee be a BMI Competitor.

"Permitted Transferee" means: (i) a Person who has outstanding debt that is Investment Grade; (ii) with respect to a Market Transaction involving twenty percent (20%) or more of all Sites now or hereafter subject to this Sublease and less than forty percent (40%) of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by BMI to have a current Net Worth or Market Capitalization of at least $50 million or Cash Flow for the last full fiscal year of such Person of at least $10 million; (iii) with respect to a Market Transaction involving forty percent (40%) or more of all Sites now or hereafter subject to this Sublease and less than eighty percent (80%) or more of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by BMI to have a current Net Worth or Market Capitalization of at least $250 million or Cash Flow for the last full fiscal year of such Person of at least $50 million; or (iv) with respect to a Market Transaction or any other transaction (including without limitation a transaction contemplated by Section
26(b)(iii)(z)) involving eighty percent (80%) or more of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by BMI to have a current Net Worth or Market Capitalization of at least $500 million or Cash Flow for the last full fiscal year of such Person of at least $100 million.

"Permitted TowerCo Transferee" means: (i) a Person who has outstanding debt that is Investment Grade; (ii) with respect to a Transfer of the Subleased Property involving more than twenty percent (20%) but less than forty percent (40%) of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by TowerCo to have a current Net Worth or Market Capitalization of at least $50 million or Cash Flow for the last full fiscal year of such Person of at least $5 million; (iii) with respect to a Transfer of the Subleased Property involving forty percent (40%) or more of all Sites now or hereafter subject to this Sublease and less than eighty percent

(80%) or more of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by TowerCo to have a current Net Worth or Market Capitalization of at least $250 million or Cash Flow for the last full fiscal year of such Person of at least $50 million; or (iv) with respect to a Transfer of the Subleased Property or any other transaction of the types referred to in
Section 26(a), involving eighty percent (80%) or more of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by TowerCo to have a current Net Worth or Market Capitalization of at least $500 million or Cash Flow for the last full fiscal year of such Person of at least $100 million.

"Permitted Use" means use of the Subleased Property of each Site for the purposes of: (i) constructing, installing, operating, managing, maintaining and marketing the Tower and Improvements thereof and making further Improvements to such Site, and (ii) for further use of such Subleased Property by Space Subtenants (including BMI with respect to any Available Space), and the right to use by Space Subtenants of any portions of the Land, Tower and Improvements of each Site as are reasonably necessary for operation of the Communications Facilities of such Space Subtenants.

"Person" means an individual, partnership, joint venture, limited liability company, association, corporation, trust or any other legal entity.

"Proceeds" means all insurance moneys recovered or recoverable by TowerCo or BMI as compensation for casualty damage to any Site (including the Tower and Improvements thereof).

"Put Date" means the effective date of BMI's election to vacate and terminate its interest in the Reserved Space of a Site and add such Reserved Space to the Subleased Property of such Site, pursuant to the Put Notice.

"Put Notice" means a notice given by BMI pursuant to Section 9 exercising the Put Right.

"Put Right" means the right of BMI to elect to vacate and terminate its interest in the Reserved Space with respect to a Site and add such Reserved Space to the Subleased Property of such Site as described in and limited by
Section 9.

"Reimbursable Maintenance Expenses" has the meaning given to such term in Section 30(a).

"Rent" has the meaning given such term in Section 11(c).

"Reserved Space" means, as to each Site: (i) a portion of the Land and Improvements of such Site used by BMI or its Affiliate, designated and shown by the Lessor thereof as such Lessor's area on a site plan attached to the applicable Site Designation Supplement, as such site plan may be amended from time to time pursuant to this Sublease, as reserved for exclusive use and occupancy by BMI or any of its Affiliates, including without limitation, MTSO's and other switches, BMI's or its Affiliate's Improvements located on the Land, and parking spaces; (ii) the Tower location on the Tower of such Site used by BMI or its Affiliate, designated and shown by BMI as BMI's area on a Tower plan attached to the

applicable Site Designation Supplement, as such Tower plan may be amended from time to time pursuant to this Sublease, as reserved for exclusive use and occupancy of such Site by BMI or any of its Affiliates, including without limitation, any antennas (depicting any antenna arrays and, if reasonably available, setting forth their model numbers), transmission lines, amplifiers and filters located on the Tower; and (iii) any and all rights pursuant to
Section 5(b) and 25 and all appurtenant rights reasonably inferable to permit BMI's full use and enjoyment of the Reserved Space, including without limitation, the appurtenances specifically described in Section 5, all in accordance with Section 5. Notwithstanding the foregoing, the exclusive portion of the Land and Improvements is limited to that portion of the Tower and the Land where BMI's Communications Equipment and BMI's Improvements are located. In addition to and not in limitation of the foregoing, the Reserved Space of any BTS Site shall also include (i) space for, and be capable of supporting: (x) up to twelve (12) panel antennas consistent with the twelve (12) panel antenna arrays and related equipment specified in Annex B to the Construction Agreement, regardless of the actual number of antennas and related equipment placed on the Reserved Space of any BTS Site at the time of the execution of the applicable Site Designation Supplement, and (y) a microwave dish placed seventeen feet (17') below (measured center-line to center-line) the location of such panels, subject to Section 5 hereof, and (ii) a sector frame for such antennas.

"Restoration" means, as to a Site that has suffered casualty damage, such restoration, repairs, replacements, rebuilding, changes and alterations, including the cost of temporary repairs for the protection of such Site, or any portion thereof, pending completion thereof, required to restore the applicable Site (including the Tower and Improvements thereon) to a condition which is at least as good as the condition which existed immediately prior to such damage, and such other changes or alterations as may be reasonably acceptable to BMI and TowerCo or required by Law.

"Right of First Refusal" means the right of BMI, exercisable in its sole discretion, to sublease any Available Space from TowerCo pursuant to
Section 25.

"Right of Substitution" means the right of BMI, exercisable in its sole discretion, to substitute the Reserved Space of any Site for an Available Space on such Site by relocation of its Communications Facility on such Site to such Available Space, all pursuant to Section 25.

"Site" means any site now or hereafter subject to this Sublease, including without limitation: (i) any Initial Site; and (ii) any Site added to this Sublease pursuant to a Site Designation Supplement with respect thereto. Reference to a Site shall include the Land thereof, and the Tower and Improvements on the Land, but shall not include Communications Equipment thereon.

"Site Commencement Date" means the date on which the Term of this Sublease commences as to such Site, as set forth in the applicable Site Designation Supplement, except that, as to Existing Louisiana Sites, the Site Commencement Date shall be deemed to be August 1, 1999.

"Site Designation Supplement" means, as to any Site, a supplement to this Sublease, in substantially the form of Exhibit B attached hereto and otherwise in recordable form, pursuant to which such Site is made subject to this Sublease, and the subleased portions thereof added to the Subleased Property.

"Site Maintenance Charge" has the meaning given to such term in
Section 11(c).

"Site Payment" has the meaning given to such term in Section 11(c).

"Site Expiration Date" means, as to any Site, the date on which the Term of this Sublease expires.

"Space Subtenant" means, as to any Site, any Person (including BMI in respect of any Available Space), which: (i) is a "sublessee" under an Existing Sublease affecting such Site; or (ii) subleases, licenses or otherwise acquires from TowerCo the right to use an Available Space on such Site.

"Space Subtenant's Improvements" means, as to any Space Subtenant at any Site, such Space Subtenant's Communications Equipment, together with equipment buildings, equipment shelters and other constructions located on the Land of the Available Space of such Site and used by such Space Subtenant.

"Sublease" means this Sublease, together with any and all Exhibits, Schedules and attachments hereto, as the same may hereafter be modified and amended, including, without limitation, pursuant to Site Designation Supplements. References to this Sublease in respect of a particular Site shall include the Site Designation Supplement therefor; and references to this Sublease in general and as applied to all Sites shall include all Site Designation Supplements.

"Sublease Year" means each succeeding twelve (12) calendar month period commencing on the date hereof.

"Subleasehold Estate" means: (i) the rights, title, interest, powers, privileges, benefits and options of TowerCo under this Sublease (whether as lessee of an Owned Site or as sublessee of a Leased Site); and (ii) all of the right, title and interest of TowerCo in and to the Sites under this Sublease (whether as lessee of an Owned Site or as sublessee of a Leased Site).

"Subsidiary" means, with respect to any Person, any corporation, partnership, joint venture or other entity in which such Person owns, either directly or indirectly, more than fifty percent (50%) of the outstanding Capital Stock or other ownership or equity interests therein, as the case may be, or has the power to direct or cause the direction of the management and policies thereof.

"Substantial Portion of Site" means, as to a Site, so much of such Site (including the Land, Tower and Improvements thereof, or any portion thereof) as, when subject to a Taking, leaves the untaken portion unsuitable for the continued feasible and economic operation of such Site for the Permitted Use.

"Substitution" means the relocation by BMI on a Site, pursuant to its Right of Substitution.

"Taking" means, as to any Site, any condemnation or exercise of the power of eminent domain by any public authority vested with such power, or any taking in any other manner for public use, including a private purchase, in lieu of condemnation, by a public authority vested with the power of eminent domain.

"Taxes and Assessments" means collectively Taxes and Assessments of BMI and Taxes and Assessments of BST.

"Taxes and Assessments of BMI" means, as to each Site, any and all of the following levied, assessed or imposed upon, against or with respect the Site (including the Reserved Space), any part of the Site (including the Reserved Space), or the use and occupancy of the Site (including the Reserved Space) at any time during the Term as to such Site: (i) real property and personal property ad valorem taxes and assessments, except as relates specifically to BMI's Communications Equipment; (ii) charges made by any public or quasi-public authority for improvements or betterments related to the Site; (iii) sanitary taxes or charges, sewer or water taxes or charges; (iv) any tax levied, assessed or imposed upon or against the Rent reserved hereunder or upon BMI's interest in the Site or this Sublease (other than income taxes or any future tax which is established in lieu of income taxes); and (v) any other governmental or quasi- governmental impositions, charges, encumbrances, levies, assessments, fees or taxes of any nature whatsoever related to the Site, whether general or special, whether ordinary or extraordinary, whether foreseen or unforeseen and whether payable in installments or not, except as it relates specifically to BMI's Communications Equipment.

"Taxes and Assessments of BST" has the meaning given to the term "Taxes and Assessments" in the BST Lease.

"Term" means: (i) as to this Sublease, the term set forth in Section
8(a); and (ii) as to each Site, the term during which this Sublease is applicable to such Site.

"Total Sites" means the aggregate number of (i) Sites now or hereafter subject to this Sublease and (ii) Sites subject to BST Lease.

"Tower" means a radio tower structure or structures on a Site.

"TowerCo Indemnitee" means TowerCo, its Affiliates, and the respective directors, officers, employees, agents, contractors, subcontractors, advisors and consultants of TowerCo or its respective Affiliates (except BMI and any contractors, subcontractors, advisors and consultants of BMI).

"TowerCo Work" has the meaning given to such term in Section 13(b).

"Transferring Entities" has the meaning given to such term in the Agreement to Sublease.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

"Withdrawal Date" means the effective date of BMI's election to terminate its reservation of the Reserved Space and add such Reserved Space to the Subleased Property of such Site pursuant to Withdrawal Notice.

"Withdrawal Notice" means a notice given by BMI pursuant to Section 10 exercising the Withdrawal Right.

"Withdrawal Right" means the right of BMI to elect to terminate its reservation of the Reserved Space with respect to a Site and add such Reserved Space to the Subleased Property of such Site as described in Section 10.

Any other capitalized terms used in this Sublease shall have the respective meanings given to them elsewhere in this Sublease.

(a) This Sublease shall consist of the following documents, as amended from time to time as provided herein:

(i) this Sublease document;

(ii) the following Exhibits, which are incorporated herein by this reference:

Exhibit A     List of Sites
Exhibit B     Form of Site Designation Supplement
Exhibit C     Site Maintenance Obligations
Exhibit D     BMI Affiliates bound by the Sublease
Exhibit E     Standard Procedures

(iii) Schedules to the Exhibits, which are incorporated herein by reference; and

(iv) such additional documents as are incorporated by reference.

(b) If any of the foregoing are inconsistent, this Sublease shall prevail over the Exhibits, the Schedules and additional incorporated documents.

(a) Subject to the terms and conditions of this Sublease, BMI hereby lets, leases and demises unto TowerCo, and except as otherwise provided in Sections 3(h) and 23(b), TowerCo hereby leases, takes and accepts from BMI the Subleased Property of each Site, in its "AS IS" condition, without any representation, warranty or covenant of or from BMI or any Affiliate of BMI whatsoever as to the condition thereof or the suitability thereof for any particular use, except as may be expressly set forth in the Agreement to Sublease. To BMI's knowledge, the Towers are satisfactory in all material respects for BMI's continuing use consistent with its Permitted Use of such Towers. Except as set forth above, TowerCo hereby acknowledges that neither BMI nor any agent of BMI has made any representation or warranty, express or implied, with respect to any of the Subleased Property, or any portion thereof, or the suitability or fitness for the conduct of TowerCo's business or for any other purpose, including the Permitted Use; and TowerCo further acknowledges that it has had or by its execution and delivery of a Site Designation Supplement, will have had sufficient opportunity to inspect and approve the condition of the Subleased Property of each Site.

(b) Each Site shall be made subject to this Sublease, and the subleased portions thereof added to the Subleased Property, by the execution and delivery of a Site Designation Supplement with respect thereto between BMI and TowerCo. BMI and TowerCo acknowledge that a Site Designation Supplement is being executed and delivered with respect to each Initial Site contemporaneously with the execution and delivery of this Sublease. BMI and TowerCo acknowledge and agree that this Sublease is intended to constitute a single sublease covering the Subleased Property of all of the Sites and a single agreement covering all the Sites, and not a separate sublease and agreement covering the individual Sites.

(c) This Sublease is subject to all matters affecting BMI's right, title and interest in and to any Owned Site (including without limitation, Existing Subleases and the interests of third parties as to any Owned Sites that are subject to any Colocation Agreements);

and, as to Leased Sites, this Sublease is also subject to all matters affecting title to BMI's leasehold interest, leasehold estate or other possessory interest therein (including without limitation, Existing Subleases and the interest of a third party as to any Leased Sites that are subject to Colocation Agreements).

(e) Except as provided in Section 3(f), TowerCo shall not be entitled to act as agent for, or otherwise on behalf of, BMI or to bind BMI in any way whatsoever.

(f) Subject to the provisions of Section 8 and after BMI has exercised all renewal options pursuant to Section 3(d), TowerCo, at TowerCo's sole cost and expense, shall be responsible for and shall negotiate and obtain any extension or renewal of the Ground Leases of the Leased Sites on behalf of and for the benefit of BMI, and BMI shall use commercially reasonable efforts to assist TowerCo in obtaining such extension or renewal, provided that such extension or renewal does not impose any liability on BMI for which TowerCo is not responsible under the terms of this Sublease. TowerCo shall commence its negotiations with the applicable Ground Lessor sufficiently in advance of any expiration of each Ground Lease and in any event, not later than two (2) years prior to such expiration. Notwithstanding anything to the contrary contained herein, if at any time during the twelve-month period immediately prior to any expiration of a Ground Lease of a Leased Site, TowerCo has not successfully effected the extension or renewal of such Ground Lease, BMI shall have the right to take responsibility for conducting and completing negotiations for such extension or renewal on its own behalf and upon BMI's exercise of such right by written notice thereof, TowerCo shall cease participating in

any negotiations with the applicable Ground Lessor as to such Site. Until such time as BMI so exercises its right to conduct and complete negotiations for such extension or renewal, TowerCo shall be exclusively responsible for conducting and completing such negotiations and BMI shall not participate, except to the extent reasonably requested by TowerCo, in any negotiations with the applicable Ground Lessor as to such Site. In the event BMI completes negotiations for such extension or renewal, TowerCo shall have the option, exercisable within thirty
(30) days of receipt of notice of the terms of the extension or renewal, of (i) assuming all payments for the extension or renewal and retaining its sublease interest in such Site or (ii) assigning all of its interests in such Site to BMI as of the date the Ground Lease would have expired had BMI not extended or renewed such Ground Lease, and BMI's Site Maintenance Charge and TowerCo's obligation to pay Rent, if any, shall terminate effective that date. If neither TowerCo on behalf of and for the benefit of BMI nor BMI is able to extend or renew any Ground Lease in accordance with this Section 3(f), then the Parties shall permit such Ground Lease to expire on the applicable expiration date and this Sublease shall have no further force and effect as to the Subleased Property of the Leased Site to which such Ground Lease applies. Each of TowerCo and CCIC agrees that neither it, nor any of its Affiliates, shall seek to obtain, obtain or hold, any interest in any Ground Lease or its underlying fee interest that is superior or prior to BMI's interests in such Ground Lease. TowerCo shall have the right, up to the date on which BMI exercises its right to conduct and complete negotiations with the applicable Ground Lessor, to acquire the fee simple interest in the Site from the Ground Lessor and transfer such fee simple interest to BMI for $1.00, in which event there shall be no Rent for that Site as of the date fee simple title vests in BMI; provided that, if there is a continuing unwaived event of default by BMI with respect to the Ground Lease of any Site, TowerCo shall have no obligation to transfer to BMI the fee simple interest in such Site. Except as provided above or as TowerCo may otherwise agree, BMI shall not take any action to amend any Ground Lease, other than to exercise renewals expressly provided therein. If any subdivision is required for the transfer of such fee simple interest, BMI shall cooperate with TowerCo to the extent reasonably requested, including without limitation by executing any applications required for such subdivision, all at TowerCo's sole cost and expense.

(g) Subject to Section 25 and Section 26, BMI's right to sell, convey, transfer, assign or otherwise dispose of BMI's interest in and to any Site (including BMI's or such Affiliates interest in and to the Subleased Property of such Site) shall be unrestricted.

(h) Notwithstanding anything to the contrary contained herein, BMI represents to TowerCo that as of the date of the applicable Site Designation Supplement, each Ground Lease for a Leased Site will be in full force and effect and BMI will not be in default under any such Ground Lease in any material respect as a result of BMI's acts or omissions. BMI further agrees that it will promptly pay or cause to be paid the Ground Rent under each of the Ground Leases of the Leased Sites during the Term of this Sublease when such payments become due and payable. BMI shall pay the Ground Rent in respect of each Site, for so long as this Sublease is in effect as to such Site, notwithstanding that TowerCo may be in default of its obligations hereunder. BMI shall otherwise perform any obligations under and comply with the terms of each of the Ground Leases, but only if such obligations are expressly reserved to BMI for its performance under the terms of this Sublease. Upon receipt by BMI of any notice of default or notice of an act or omission which could with the passing of time and/or the giving of

notice constitute an event of default under a Ground Lease or non-compliance with a term of a Ground Lease (the "Default Notice"), BMI shall, within five (5) days after receipt of the Default Notice, provide TowerCo with a copy of the Default Notice. If such default or non-compliance with a term of a Ground Lease is caused by TowerCo or any Space Subtenant, TowerCo shall, and shall cause the applicable Space Subtenant, cure or otherwise remedy such default or non- compliance. If any such default or non-compliance with a term of a Ground Lease (in respect of an obligation expressly reserved for performance by BMI) is caused by BMI, then BMI shall, within two (2) days after the expiration of the aforementioned 5-day period, provide TowerCo a letter stating that (i) the default or non-compliance, if a payment default, or if the default is in respect of an obligation expressly reserved for performance by BMI, has been cured or remedied, (ii) if the default is in respect of an obligation expressly reserved for performance by BMI, the default (other than a payment default) has not been cured but will be cured within the time period provided under the Ground Lease, together with a reasonably detailed explanation of the actions BMI intends to take to effect such cure, its basis for concluding that such actions will be accepted by the Ground Lessor as an adequate cure or (iii) the basis, if any, for BMI's good faith position that there is no default or non-compliance if the default is in respect of an obligation expressly reserved under this Sublease for performance by BMI ("BMI's Notice"). If BMI does not or cannot provide BMI's Notice or if, subsequent to delivery of BMI's Notice to TowerCo, BMI is unable to effect an appropriate cure, then TowerCo has the right, but not the obligation, to take such action as may reasonably be necessary to cure or otherwise remedy such default or non-compliance and, in such event, TowerCo will have the right to demand prompt reimbursement from BMI of any and all amounts expended by TowerCo or on TowerCo's behalf, together with interest at the rate of eighteen percent (18%) per annum from the date of TowerCo's payment until the date repaid by BMI. TowerCo's failure to take any such action shall not constitute or be deemed a waiver of any rights it may have to assert Claims against BMI for a breach of its obligations under this Sublease. Notwithstanding anything in this Sublease to the contrary, unless an obligation under a Ground Lease represents a payment default by BMI or is expressly reserved under this Sublease for performance by BMI, any default referred to in the Default Notice shall constitute a default by TowerCo under this Sublease.

(a) Without limiting the generality of Section 3, TowerCo expressly acknowledges that, as to each Site, this Sublease is subject to all Existing Subleases affecting such Site, including, without limitation, Existing Subleases executed prior to the applicable Site Commencement Date pursuant to any Colocation Agreement. In respect of each Site, BMI does hereby transfer, assign and convey over unto TowerCo, for the Term of this Sublease in respect of such Site, all of its rights, title and interest as "sublandlord" or "sublessor" in, to or under all, if any, Existing Subleases affecting such Sites and does hereby delegate all of BMI's duties, obligations and responsibilities under the Existing Subleases to TowerCo. TowerCo does hereby assume and agree to pay and perform all of the duties, obligations, liabilities and responsibilities of BMI as "sublandlord" or "sublessor" under the Existing Subleases affecting each Site arising from and after the date of the Site Designation Supplement for such Site. By virtue of the foregoing assignment, and during the Term of this Sublease, as to each Site, all Existing Subleases affecting such Site shall constitute Space Subleases for the purposes hereof, and commencing on the Site Commencement Date for such affected Site, TowerCo shall receive all rents payable thereunder. BMI shall allow each Colocation Agreement in effect on the date hereof to expire and shall not renew or amend any such Colocation Agreement, and BMI shall not enter into any new Colocation Agreement.

(c) TowerCo shall, and does hereby agree to, indemnify, defend and hold BMI harmless from, against and in respect of any and all Claims, paid, suffered, incurred or sustained by BMI and in any manner arising out of, by reason of, or in connection with any failure of the duties, obligations, liabilities and responsibilities of BMI as "sublandlord" or "sublessor" under any of the Existing Subleases affecting each Site and arising from and after the date of the Site

Designation Supplement for such Site, to be fully and completely performed pursuant to the Existing Subleases, except to the extent caused by BMI or BMI Affiliate or a BMI Indemnitee.

(d) The assignment by BMI to TowerCo of the Existing Subleases in respect of each Site shall automatically terminate and expire, such Existing Subleases shall automatically be assigned to BMI, and BMI shall accept such assignment, upon the expiration of the Term of, or earlier termination of, this Sublease in respect of such Site.

(ii) As to BTS Sites, at the time of the proposed expansion, BMI will have the right to (x) expand the number of panels on the Towers of such BTS Sites to up to twelve (12) panels consistent with the twelve (12) panel antenna arrays and related equipment specified in Annex B to the Construction Agreement, without any limitation on (A) the number of BTS Sites in respect of which this right may be exercised and (B) the increase in the weight or

sail area resulting from such expansion or upgrade and (y) add a microwave dish subject to Section 5(b)(iii).

(iii) As to any BTS Site, regardless of the actual number of panel antennas existing at the time of the applicable Site Designation Supplement, BMI shall have the right to expand the number of antennas on such BTS Site and to add additional equipment on such BTS Site, so long as no such addition or expansion results in the increase of the weight or sail area of BMI's Communications Equipment by more than one hundred ten percent (110%) of the weight and sail area associated with the twelve (12) panel antenna array and related equipment specified in Annex B (excluding the weight and sail area associated with the microwave dish on Annex B) to the Construction Agreement. If such weight and sail area are exceeded at any BTS Site and the applicable BMI Affiliate desires to add a microwave dish or any other equipment at such BTS Site, such BMI Affiliate shall pay TowerCo an increase in the Site Maintenance Charge for such BTS Site, at market rates, for such microwave dish.

(c) Subject to the availability of Available Space on the applicable Tower at the time of the proposed expansion, BMI shall have the further right to expand the number of panels on the Tower beyond the first one hundred twenty
(120) Sites, provided that BMI shall pay TowerCo $100 per month per panel, not to exceed $1600 per Tower. Such amounts shall increase each year after the date hereof five percent (5%) per year, until the tenth anniversary of the applicable Site Designation Supplement and thereafter pursuant to Section 11(h).

(d) Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that the Reserved Space of each Site will include, without limitation, all portions of such Site utilized or occupied by BMI or BMI Affiliate as of the applicable Site Commencement Date for such Site for the use, enjoyment, operation or maintenance of BMI's Communications Facility on such Site for the Permitted Use. Subject to Section 25(a), the Parties further agree that for purposes of calculating the Aggregate Site Maintenance Charge, the amount of Site Maintenance Charge stated in Section 11(c) shall apply to the number of antennas existing on any Site as of June 1, 1999. If at any time between June 1, 1999 and the Closing Date (as defined in the Agreement to Sublease) at which a Site is made subject to this Sublease, BMI or its Affiliate elects to increase the number of panels on such Site and install any additional antennas, then BMI shall have an option, exercisable at its sole discretion upon written notice to TowerCo prior to the applicable Closing, to (i) count such Site toward one hundred and twenty (120) Sites in accordance with Section 5(b) and pay the amount of Site Maintenance Charge determined in accordance with
Section 11(c) with respect to such Site, or (ii) pay TowerCo, the amount of Site Maintenance Charge determined in accordance with in Section 5(c).

(e) The parties acknowledge and agree that antenna mounting hardware constitutes a portion of the Improvements and does not constitute part of the Reserved Space, except antenna mounting hardware attached to the Tower on any BTS Site. If, as to any Sites (other than BTS Sites), the applicable BMI Affiliate desires to exercise its Right of Substitution pursuant to Section
25(b), to move any of its Communications Equipment on such Tower to any Available Space, and such exercise would require relocation of the existing antenna mounting hardware to accommodate such move, TowerCo shall move such antenna mounting hardware as requested by such BMI Affiliate, unless (i) other Space Subtenants are sharing the same antenna mounting hardware, (ii) such relocation would adversely affect the rights of other Space

Subtenants or (iii) TowerCo otherwise determines that such relocation is not feasible or beneficial. If TowerCo does relocate such BMI Affiliate's antenna mounting hardware in response to the exercise of the Right of Substitution, such BMI Affiliate shall reimburse TowerCo for the reasonable costs directly attributable to such relocation. If as contemplated by the foregoing, TowerCo does not or cannot relocate the existing antenna mounting hardware, TowerCo shall, at its sole cost and expense, install suitable mounting hardware at the location on the Tower designated by the applicable BMI Affiliate, so as to accommodate the requested relocation; provided that such BMI Affiliate shall remain responsible for the payment of all costs and expenses associated with moving its antennas to the antenna mounting hardware supplied by TowerCo. Under no circumstances will any antenna mounting hardware be taken into account in determining the amount of any increase in the weight or sail area of a BMI Affiliate's Communications Equipment on the Tower location of its Reserved Space, pursuant to Section 5(c), 25(a) or otherwise.

(f) Not later than five (5) business days before any BMI Affiliate adds or relocates any antennas to the Tower location of any Site, such BMI Affiliate shall give TowerCo notice of such addition or relocation. No approval of TowerCo shall be required for any addition or relocation. Upon the request of either Party, the Parties shall promptly execute such instruments as may be reasonably required to further evidence such addition or relocation, including without limitation an amendment to the applicable Site Designation Supplement, and shall cause such amendment to be recorded at such BMI Affiliate's cost and expense, unless the Parties otherwise agree.

(g) With respect to any space which, pursuant to clause (y) of the definition of "Reserved Space", is reserved on a BTS Site for installation of a microwave dish (the "Reserved Microwave Space"), if BMI or one of BMI's Affiliates has not installed a microwave dish in such space pursuant to Section 5(b)(iii) and TowerCo receives a bona fide written application from a Space Subtenant to install equipment in such Reserved Microwave Space (there being no other acceptable Available Space for such Space Subtenant), BMI shall have ten
(10) days from receipt of written notice from TowerCo to confirm that BMI or one of its Affiliates will commence use of the Reserved Microwave Space, otherwise such Reserved Microwave Space will be released for use by such Space Subtenant. If BMI or a BMI Affiliate commences use of such Reserved Microwave Space, it shall pay TowerCo an increase in the Site Maintenance Charge for such Site, at market rates, for such microwave dish. In the event that such Reserved Microwave Space is released, BMI shall be entitled to replacement microwave space (the "Replacement Microwave Space") located seventeen (17) feet below the Reserved Microwave Space, except to the extent no suitable Replacement Microwave Space exists by virtue of the operation of this Section 5(g). The Replacement Microwave Space shall be subject to the same notice, confirmation, release and replacement process described above; provided that upon release by BMI of any such space, BMI shall be entitled to replacement space (also, "Replacement Microwave Space") located seventeen (17) feet below such released space.

(a) TowerCo shall use, and shall permit the use of, the Subleased Property of each Site only for the Permitted Use.

(b) TowerCo shall not use, or permit to be used, the Subleased Property of any Site, or any portion thereof, by TowerCo, any Person (other than BMI) or the public in such manner as might reasonably tend to impair BMI's title to or interest in such Site, or any portion thereof, or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the public, as such, or any Person (other than BMI), or of implied dedication of such Subleased Property, or any portion thereof. Nothing contained in this Sublease and no action or inaction by BMI shall be deemed or construed to mean that BMI has granted to TowerCo any right, power or permission to do any act or make any agreement that may create, or give rise to or be the foundation for any such right, title, interest, lien, charge or other encumbrance upon the estate of BMI in any Site.

(c) BMI shall not use, or permit to be used, the Reserved Space of any Site, or any portion thereof, by BMI, any Person (other than TowerCo and Space Subtenants) or the public in such manner as might reasonably tend to impair TowerCo's title to or interest in such Site, or any portion thereof, or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the public, as such, or any Person (other than TowerCo and Space Subtenants), or of implied dedication of such Reserved Space, or any portion thereof. Nothing contained in this Sublease and no action or inaction by TowerCo shall be deemed or construed to mean that TowerCo has granted to BMI any right, power or permission to do any act or make any agreement that may create, or give rise to or be the foundation for any such right, title, interest, lien, charge or other encumbrance upon the estate of TowerCo in any Site.

(a) The term of this Sublease, as to each Site, shall commence on the Site Commencement Date set forth in the Site Designation Supplement with respect thereto and shall expire on the Site Expiration Date therefor, which shall be
(i) in respect of an Owned Site (including any Site which becomes an Owned Site after the date hereof, if any), one hundred (100) years from the date of the Site Commencement Date, and (ii) in respect of a Site (other than an Owned Site), one day before the Ground Lease with respect to such Site expires, as the term of such Ground Lease may be renewed or extended pursuant to Section 3 (the "Term"). After BMI has exercised all rights to extend a Ground Lease as a matter of right pursuant to the

terms of the existing Ground Lease, and if BMI or TowerCo has successfully negotiated a new or extended Ground Lease pursuant to Section 3(f), then the term of BMI's Site Designation Supplement under such Ground Lease for purposes of Section 10(a) and all other purposes of this Sublease shall be deemed to recommence as of the commencement date of the new or extended Ground Lease.

(b) No surrender by TowerCo to BMI of the Subleased Property of any Site or any portion thereof, prior to the expiration of the Term as to such Site shall be valid or effective unless agreed to and accepted in writing by BMI, and no act by BMI, other than such a written acceptance, shall constitute an acceptance of any such surrender.

(c) As to any Site, upon expiration or earlier termination of this Sublease, TowerCo shall, at its cost and expense and upon instructions from BMI,
(i) within a reasonable period of time, but in no event less than thirty (30) days, stop and cease, and cause the Space Subtenants on such Site to stop and cease, the operation of their respective Communications Facilities on such Site and shall remove, and cause all Space Subtenants to remove, all of TowerCo's and such Space Subtenant's Improvements from such Site, including without limitation, the Tower and the Improvements on such Site, and (ii) (A) restore each Site that is a Leased Site to the condition required by the Ground Lease, including, without limitation removal of the Tower and the Improvements thereof (if required by the applicable Ground Lease) or restore each Site that is an Owned Site to the condition it was in on the applicable Site Commencement Date, or (B) vacate such Site leaving it in "AS IS" condition at the time of such expiration or earlier termination of this Sublease as to such Site.

(b) In addition to and not in limitation of any right of BMI under
Section 10(a), BMI will have the right, exercisable at any time during the Term of this Sublease, to cease occupying the Reserved Space of any Site, and retain its right to such Reserved Space and may permit a BMI Affiliate to occupy such Site, so long as BMI (i) has not exercised its Put Right with regard to that Site pursuant to Section 9 and (ii) continues to pay the Site Maintenance Charge in respect of such Site.

(c) If BMI elects to assign, sublet, transfer or dispose of any interest in any Reserved Space to or in favor of any Person (other than an Affiliate of BMI), then, prior to such assignment, subletting, transfer or disposition, BMI shall give TowerCo written notice of such election ("Disposition Notification") and any such assignment, subletting or disposal shall be subject to TowerCo's rights under Section 10(d). If TowerCo does not exercise its right to acquire any interest in such Reserved Space prior to such assignment, subletting or disposition, then BMI may, at its option, assign, sublet or dispose of such interest in such Reserved Space or

retain its interest in such Reserved Space, free of any right of TowerCo to acquire any interest in the Reserved Space.

(a) TowerCo shall pay BMI monthly Rent in respect of the Subleased Property of each Site, for each Site Term Year as provided in this Section 11. Each month during the Term of this Sublease, the applicable Site Payment (as defined below) shall be determined and paid pursuant to this Section 11. If, as to any month, the Aggregate Rent exceeds the Aggregate Site Maintenance Charge (each as defined in Section 11(c)), TowerCo shall pay the amount of such excess to BMI, at the address specified in this Sublease or at such other place as BMI may specify in writing. If, as to any month, the Aggregate Site Maintenance Charge exceeds the Aggregate Rent, BMI shall pay the amount of such excess to TowerCo, at the address specified in this Sublease or at such other place as TowerCo may specify in writing.

(b) Any amount payable by TowerCo or BMI, as the case may be, pursuant to Section 11(a) is referred to herein as a "Site Payment." Each Site Payment shall be due and

payable, in advance, beginning on the date hereof and continuing on the first day of each succeeding month thereafter throughout the Term.

(c) For purposes of calculating the Site Payment, the following terms shall have the following definitions:

"Aggregate Rent" means the aggregate amount of all Rents for the Sites then subject to this Sublease, which shall be payable by TowerCo to BMI pursuant to this Sublease;

"Ground Rents" means, as to any Site (other than an Owned Site), all rents, fees and other charges payable by BMI to the Ground Lessor under the Ground Lease for such Site calculated in accordance with Section 11(d);

"Rent" means, (i) as to any Site other than Owned Sites, the amount of all Ground Rents, and (ii) as to any Owned Site, $1.00;

"Site Maintenance Charge" means, subject to Section 5(d), (i) as to any Site (other than an Existing Louisiana Site), in any Sublease Year, an amount equal to $1,200 per month subject to an increase of the lesser of (x) the applicable CPI Increase plus four percent (4%) or (y) five percent (5%) per year (but never less than zero percent (0%)) on each anniversary of the applicable Site Commencement Date, and (ii) as to any Existing Louisiana Site, in any Sublease Year, an amount equal to $1,300 per month subject to an increase of four percent (4%), on each anniversary of August 1, 1999; in each case, for each month in such Sublease Year, representing a payment by BMI for services performed by TowerCo for the benefit of BMI pursuant to this Sublease.

(d) If the Site Commencement Date for any Site is a day other than the first day of a calendar month, the applicable Ground Rent and Site Maintenance Charge for the period from such Site Commencement Date through the end of the calendar month during which such Site Commencement Date occurs shall be prorated on a daily basis, and shall be included in the calculation of the Ground Rent or Site Maintenance Charge, as the case may be, for the first full calendar month of the Term, on the first day of the first calendar month following such Site Commencement Date.

(e) On each anniversary of the date hereof, and from time to time upon BMI's request, within ten (10) days after BMI's giving of such request, TowerCo shall deliver a certificate duly executed by an officer of TowerCo certifying, as of the date of such certificate, the calculation of the aggregate amount of the Site Payment for such Sublease Year. BMI shall have the right (i) to request any substantiation of any such certification and TowerCo shall

(h) Notwithstanding anything to the contrary contained herein, if after the tenth (10th) anniversary of each Site Designation Supplement, the then current Site Maintenance Charge payable by BMI to Tower with respect to any Site is below the market rate agreed upon by the Party at the time of determination, then such Site Maintenance Charge shall automatically be

increased on such anniversary and on each anniversary thereafter, based on the CPI Increase effective as of date of such anniversary. If, however, the then Site Maintenance Payment with respect to such Site is above the market rate, then such Site Maintenance Charge shall be automatically reset at ninety percent
(90%) of such agreed upon market rate effective as of date of such tenth (10th)
anniversary of the Site Designation Supplement and shall increase on each following anniversary at the then current annual market rate of increase for comparable properties. Notwithstanding anything to the contrary contained herein, the parties shall agree as to the market rate not later than sixty (60) days prior to such tenth anniversary of the applicable Site Designation Supplement. If the parties are unable to agree upon the market rate, then BMI shall have an option, exercisable by written notice to TowerCo, to: (i) refer such dispute to arbitration pursuant to Section 38(e) hereof, or (ii) exercise its Withdrawal Right in accordance with Section 10(a). Notwithstanding anything to the contrary contained herein, the provisions of this Section 11(h) with respect to all BTS Sites, shall apply after June 1, 2001.

circumstances will the Site Maintenance Charge for any Site be reduced to an amount below zero.

For purposes of this Section 11, the following terms shall have the following definitions:

"Annual Gross Revenues" means, as to any Site, the Gross Revenues in respect of such Site in a Sublease Year.

"Space Subtenant Rent," as to each Site, shall be the amount of the rent and other amounts payable each month for the use or occupancy by a Space Subtenant of any Available Space on any Site pursuant to a lease, sublease, license or other possessory interest or right obtained from TowerCo, including without limitation any ongoing monthly payments for the use or occupancy of such Available Space, however characterized. For the purpose of calculating Gross Revenues, any "bolt-on fees" and other up-front payments by such third party ("Up-front Payments") shall be deemed to have occurred on a straight-line basis over 120 months, commencing on the first day of the next month following the month in which the Up-front Payment was made. Separately charged and stated payments for installation or construction services rendered by TowerCo to such Space Subtenant for such Site, valued on the basis of the fair market value of such services, shall be excluded from the calculation of Gross Revenues.

(a) TowerCo acknowledges that, as between TowerCo and BMI, in respect of each Site, TowerCo has the obligation, right and responsibility to repair and maintain such Site, including without limitation, an obligation to monitor each Tower to maintain the structural integrity of the Tower and the ability of the Tower to hold and support all Communications Equipment then mounted on the Tower, in accordance with standard industry practices. Subject to the other provisions contained in this Sublease, TowerCo, at its sole cost and expense, except if such cost or expense arises out of a negligent or wrongful act or omission of BMI, shall monitor, maintain and repair each Site such that BMI and Space Subtenants may utilize such Site to the extent permitted herein, including, without limitation, each Tower lighting system (to the extent required by applicable Law) and markings and the structural integrity of each Tower. Installation, maintenance and repair of each Site must comply with all Laws applied in a manner consistent with standard industry practices. TowerCo's duties include, without limitation, subject to the other provisions contained in this Sublease, maintenance of appropriate records and notification to the FAA of any failure on TowerCo's part and repairs and correction of same. TowerCo assumes all responsibilities, as to each Site, for any fines, levies, and/or other penalties imposed as a result of non-compliance with said requirements of said authorities. TowerCo shall maintain and repair each Site, and cause Space Subtenants to maintain and repair all

(b) For each Site, TowerCo, at its sole cost and expense, shall obtain all of the certificates, permits, and other approvals which may be required from any federal, state, or local authority and/or any easements or consents which are required from any third parties with respect to its operation of such Site, including the lighting system serving such Site. BMI shall cooperate with TowerCo in connection therewith, as contemplated by Section 18. Nothing in this Sublease shall require TowerCo to obtain any certificate, permit or other approval relating specifically and only to BMI's Communications Equipment. If, as to any Site, or any portion thereof, any certificate, permit, license, easement, or approval relating to the operation of such Site is canceled, expires, lapses, or is otherwise withdrawn or terminated or, if due to technological changes or if TowerCo has breached its obligation under this
Section 12(b), then BMI shall have the right, in addition to its other remedies pursuant to this Sublease, at law, or in equity, to take appropriate action to remedy any such noncompliance and invoice TowerCo, and/or to terminate such this Sublease as to such Site subject to Sections 30 and 31.

monitoring devices now at the Tower (it being understood that these devices will be leased or subleased to TowerCo with each Tower, and that TowerCo will be responsible for the repair and maintenance of the devices and their wiring up to the point of hand-off to BMI's T1 at the Site) and (y) from any additional devices which TowerCo wishes to install, at TowerCo's sole cost and expense;
(ii) permit TowerCo access to the contact point box at each Tower where TowerCo may install, at TowerCo's sole cost and expense, its own direct links to such devices; or (iii) permit TowerCo, where available, access to the contact point for each Tower through BMI's regional switching (it being understood that TowerCo shall be responsible for providing its own dedicated telephone lines to the Site, that these monitoring devices will generally be subleased to TowerCo with each Tower, and that TowerCo will be responsible for the repair and maintenance of the devices and their wiring up to the point of hand-off to TowerCo's dedicated lines).

(b) Whenever TowerCo is permitted or required to make Alterations to any Site; construct, replace, maintain or repair the Tower and Improvements of any Site; install, maintain or repair, or cause Space Subtenants to install, maintain or repair, any Communications Equipment; or reconstruct or restore, Subleased Property (hereinafter called the "TowerCo Work"), the following provisions shall apply:

(i) No TowerCo Work shall be commenced until TowerCo has obtained all certificates, licenses, permits, authorizations, consents and approvals necessary for the TowerCo Work, from all governmental authorities having jurisdiction with respect to any Site or the TowerCo Work, and BMI, at TowerCo's sole cost and expense, shall reasonably cooperate with TowerCo in obtaining any such certificate, license, permit, authorization, consent or approval.

(ii) TowerCo shall commence and perform the TowerCo Work in accordance with standard operating procedures agreed upon by the parties substantially in the form of Exhibit E attached hereto ("Standard Procedures").

(iii) TowerCo shall cause the TowerCo Work to be done and completed with industry standard materials and in a good, substantial and workmanlike manner, free from faults and defects, and in compliance with all Laws, and shall utilize only industry standard materials and supplies. TowerCo shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities related to the TowerCo Work, and BMI shall have no duty or obligation to inspect the TowerCo Work, but shall have the right to do so, at reasonable times, upon reasonable prior notice and in a reasonable manner.

(iv) TowerCo shall promptly commence the TowerCo Work and, once commenced, diligently and continually pursue the TowerCo Work and complete the TowerCo Work within a reasonable time. TowerCo shall supervise and direct the TowerCo Work utilizing commercially reasonable efforts and reasonable care, and shall assign such qualified personnel to the TowerCo Work

as may be necessary to cause the TowerCo Work to be completed in an expeditious fashion.

(v) All TowerCo Work shall be performed at TowerCo's sole cost and expense. TowerCo shall provide and pay for all labor, materials, goods, supplies, equipment, appliances, tools, construction equipment and machinery and other facilities and services necessary for the proper execution and completion of the TowerCo Work. TowerCo shall promptly pay when due all costs and expenses incurred in connection with the TowerCo Work. TowerCo shall pay, or cause to be paid, all fees and taxes required by law in connection with the TowerCo Work.

(vi) TowerCo shall be responsible for the acts and omissions of all of its employees, contractors, subcontractors, engineers, agents, representatives, advisors and all other persons performing any of the TowerCo Work. TowerCo shall be responsible for initiating, maintaining and supervising all necessary safety precautions and programs in connection with the TowerCo Work, and shall take all reasonable protection to prevent damage, injury or loss to, the TowerCo Work, all persons performing TowerCo Work on the Site, all other persons who may be involved in or affected by the TowerCo Work, all materials and equipment to be incorporated in the TowerCo Work, Tower and Improvements of such Site.

(vii) TowerCo shall procure and maintain in full force and effect, and shall cause its contractors and subcontractors to procure and maintain in full force and effect, with respect to the TowerCo Work: (x) full replacement cost "all-risk", "builder's risk" insurance, insuring the TowerCo Work; and (y) the other types of insurance required to be maintained pursuant to Section 24 of this Sublease. Such additional insurance policies shall meet the requirements set forth elsewhere in this Sublease with respect to the insurance policies otherwise required to be obtained and maintained by TowerCo under this Sublease.

(c) Whenever BMI is permitted or required to construct, maintain and repair the Reserved Space of any Site or reconstruct or restore, its Communications Equipment (hereinafter called the "BMI Work"), the following provisions shall apply:

(i) No BMI Work shall be commenced until BMI has obtained all certificates, licenses, permits, authorizations, consents and approvals necessary for the BMI Work, from all governmental authorities having jurisdiction with respect to any Site or the BMI Work, and TowerCo, at BMI's sole cost and expense, shall reasonably cooperate with BMI in obtaining any such certificate, license, permit, authorization, consent or approval.

(ii) BMI shall commence and perform the BMI Work in accordance with the Standard Procedures.

(iii) BMI shall cause the BMI Work to be done and completed with industry standard materials and in a good, substantial and workmanlike manner, free from faults and defects, and in compliance with all Laws, and shall utilize only industry standard materials and supplies. BMI shall be solely responsible for construction means, methods, techniques, sequences and procedures, and for coordinating all activities related to the BMI Work, and TowerCo shall have no duty or obligation to inspect the BMI Work, but shall have the right to do so, at reasonable times, upon reasonable prior notice and in a reasonable manner.

(iv) BMI shall promptly commence the BMI Work and, once commenced, diligently and continually pursue the BMI Work and complete the BMI Work within a reasonable time. BMI shall supervise and direct the BMI Work utilizing commercially reasonable efforts and reasonable care, and shall assign such qualified personnel to the BMI Work as may be necessary to cause the BMI Work to be completed in an expeditious fashion.

(v) All BMI Work shall be performed at BMI's sole cost and expense. BMI shall provide and pay for all labor, materials, goods, supplies, equipment, appliances, tools, construction equipment and machinery and other facilities and services necessary for the proper execution and completion of the BMI Work. BMI shall promptly pay when due all costs and expenses incurred in connection with the BMI Work. BMI shall pay, or cause to be paid, all fees and taxes required by law in connection with the BMI Work.

(vi) BMI shall be responsible for the acts and omissions of all of its employees, contractors, subcontractors, engineers, agents, representatives, advisors and all other persons performing any of the BMI Work. BMI shall be responsible for initiating, maintaining and supervising all necessary safety precautions and programs in connection with the BMI Work, and shall take all reasonable protection to prevent damage, injury or loss to, the BMI Work, all persons performing BMI Work on the Site, all other persons who may be involved in or affected by the BMI Work, all materials and equipment to be incorporated in the BMI Work, Tower and Improvements of such Site.

(vii) BMI shall procure and maintain in full force and effect, and shall cause its contractors and subcontractors to procure and maintain in full force and effect, with respect to the BMI Work: (x) full replacement cost "all- risk", "builder's risk" insurance, insuring the BMI Work; and (y) the other types of insurance required to be maintained pursuant to Section 24 of this Sublease. Such additional insurance policies shall meet the requirements set forth elsewhere in this Sublease with respect to the insurance policies otherwise required to be obtained and maintained by BMI under this Sublease.

(a) As to each Site, if such Site (including the Tower and Improvements thereon) are damaged for any reason so as to render such Subleased Property substantially unusable for the Permitted Use, TowerCo, at its sole cost and expense, shall promptly and diligently proceed with the adjustment of TowerCo's insurance Claims in respect thereof within a period of six (6) months after the date of the damage and, thereafter, if and to the extent required by this Section 14, promptly commence, and diligently prosecute to completion, the Restoration, repair, replacement and rebuilding of the same. The Restoration shall be carried on and completed in accordance with the provisions and conditions of this Section 14.

(b) All Proceeds shall be held by TowerCo for the mutual benefit of TowerCo and BMI on account of such damage, shall be applied to the payment of the costs of the Restoration and shall be paid out from time to time as the Restoration progresses. Any portion of the Proceeds applicable to a particular Site remaining after final payment has been made for work performed on such Site shall be retained by and be the property of TowerCo. If the cost of Restoration exceeds the Proceeds, TowerCo shall pay the excess cost.

(d) The foregoing provisions of this Section 14 apply only to damage of each Site by fire, casualty or other cause occurring after the applicable Site Commencement Date.

(e) If BMI damages any Site as a result of BMI's negligent or wrongful act or omission, or failure to perform its obligations under this Sublease, BMI will, at its sole expense, promptly repair and restore the Subleased Property of such Site to its respective conditions prior to such damage. If BMI fails to perform any such obligation under this Section 14(e), TowerCo shall have the right to perform such obligation on behalf of BMI, pursuant to and in accordance with Section 30(b).

(a) TowerCo acknowledges and agrees that TowerCo will not permit the addition of any Space Subtenants (other than BMI in respect of any Available Space) at the Subleased Property of any Site to adversely affect BMI's Reserved Space and its operation, use or enjoyment of any Reserved Space on such Site, taking into account customary and commercially reasonable practices for multi- tenant wireless communication sites and towers thereon.

(b) TowerCo shall not and shall not permit any Space Subtenants (other than BMI in respect of any Available Space) on the Subleased Property of any Site to (i) install or change, alter or improve the frequency, power, or type of the Communications Equipment that interferes with the operation of the Reserved Space of such Site or is not authorized by Laws or is not made or installed in accordance with good engineering practices; or (ii) implement a configuration which interferes with the operation of BMI's Communications Equipment on such Site or the Reserved Space thereof.

stop providing services from the applicable Communication Facility or the Subleased Property of the applicable Site in its entirety until the interference problems are resolved.

(d) BMI shall not: (i) install or change, alter or improve the frequency, power, or type of the Communications Equipment in a manner that interferes with the operation of TowerCo's or any Space Subtenant's Communications Equipment on a Site or is not authorized by Law or is not made or installed in accordance with good engineering practices; or (ii) implement a configuration which interferes with the operation of TowerCo's or any Space Subtenant's Communications Equipment on such Site.

(f) Notwithstanding anything in this Section 15 to the contrary, in the event any interference occurs in respect of a Site and the source of such interference is not readily determinable, it shall be assumed that TowerCo or a Space Subtenant and not BMI is the cause of such interference, TowerCo shall be responsible for the performance of its obligations under Section 15(c) in respect of such interference, and BMI shall be relieved of any obligations under
Section 15(e) in respect of such interference, unless and until it is determined that BMI is the cause of such interference.

(b) BMI shall pay all Taxes and Assessments of BMI with respect to the Sites, and TowerCo shall reimburse BMI not later than thirty (30) days after BMI delivers a copy of a notice setting forth the allocation with respect to Taxes and Assessments of BMI to TowerCo, unless otherwise elected by BMI pursuant to Section 16(b). Notwithstanding anything to the contrary contained herein, the Parties agree that all Taxes and Assessments due and payable by

TowerCo hereunder and under the BST Lease may be included, at BMI's sole option and discretion exercisable upon written notice to TowerCo, into the calculation of the Aggregate Site Maintenance Charge. If BMI exercises its right to include Taxes and Assessments of BST into the calculation of the Aggregate Site Maintenance Charge hereunder, BMI shall reimburse BST for the amount of such Taxes and Assessments of BST upon BST's request.

(a) In addition to and not in limitation of the provisions of Section 13(a) of this Sublease, TowerCo shall, at its own cost and expense, obtain and maintain in effect all certificates, permits, licenses and other approvals and to comply with all Laws, required or imposed by governmental authorities, in connection with operation and maintenance of the Subleased Property of each Site (including Tower and Improvements thereon), including, without limitation, zoning Laws and FAA regulations.

(b) TowerCo shall cooperate with BMI in BMI's efforts to obtain and maintain in effect all certificates, permits, licenses and other approvals and to comply with all Laws required or imposed by governmental authorities, including, without limitation, the FCC and FAA, applicable to the Reserved Space of each Site.

(c) In addition to and not in limitation of the provisions of Section 13(c) of this Sublease, BMI shall, at its own cost and expense, obtain and maintain in effect all certificates, permits, licenses and other approvals and to comply with all Laws, required or imposed by governmental authorities, in connection with operation and maintenance of the Reserved Space of each Site, including, without limitation, FAA regulations.

(d) BMI shall cooperate with TowerCo in TowerCo's efforts to obtain and maintain in effect all certificates, permits, licenses and other approvals and to comply with all Laws required or imposed by governmental authorities, including, without limitation, the FCC and FAA, applicable to each Site.

(a) TowerCo shall not create or permit any Lien against any Site, or any part thereof. If any Lien (other than Permitted Liens) is filed against all or any part of any Site, TowerCo shall cause the same to be discharged by payment, satisfaction or posting of bond within thirty (30) days after TowerCo has obtained knowledge of such Lien. If TowerCo fails to cause any Lien (other than Permitted Liens) to be discharged within the permitted time, BMI may cause it to be discharged and may pay the amount of such Lien in order to do so. If BMI

makes any such payment, all amounts paid by BMI shall be payable by TowerCo to BMI upon demand. "Permitted Liens" means, as to each Site: (i) Permitted Subleasehold Mortgages of TowerCo's Subleasehold Estate in such Site, Tower or Improvements thereof; (ii) Space Subtenants' sublease interests in the Subleased Space of such Site; (iii) Liens existing on the date of the Site Designation Supplement for such Site; and (iv) Liens arising by, through or under BMI or any other occupant of the Reserved Space.

(c) Any Permitted Subleasehold Mortgage and all rights acquired by any Permitted Subleasehold Mortgagee shall be subject to each and every term, covenant, condition, agreement, requirement, restriction and provision set forth in this Sublease and subject to all rights, title and interest of BMI.

(d) Within ten (10) days after the granting of any Permitted Subleasehold Mortgage, TowerCo shall deliver to BMI a true, correct and fully executed copy of all documents pertaining thereto and the indebtedness secured thereby. Promptly upon TowerCo's receipt of copies of recorded documents evidencing the recordation thereof and bearing the recording information therefor, TowerCo shall deliver to BMI a copy of such recorded documents.

(e) BMI shall execute any necessary easement or right of way for utilities for any Site promptly following any request by TowerCo, provided such easement or right of way does not have an adverse effect on BMI's use or enjoyment of the Reserved Space of such Site, including without limitation the operation of BMI's Communications Equipment thereon.

(f) BMI shall not create or permit any Lien against the Subleased Property of any Site, or any part thereof. If any Lien is filed against all or any part of the Subleased Property of any Site, BMI shall cause the same to be discharged by payment, satisfaction or posting of bond within thirty (30) days after demand therefor by TowerCo. If BMI fails to cause any Lien to be discharged within the permitted time, TowerCo may cause it to be discharged and may pay the amount of such Lien in order to do so. If TowerCo makes any such payment, all amounts paid by TowerCo shall be payable by BMI to TowerCo upon demand. Nothing in this Sublease shall prohibit BMI from permitting a Lien against its interest under the Ground Lease or Reserved Space of any Site.

(g) BMI may, at BMI's sole cost and expense, in its own name and on its own behalf or in the name of and on behalf of TowerCo, in good faith, contest any claim of Lien and, in the event of any such contest, may permit such claim of Lien so contested to remain unpaid,

(a) If there occurs a Taking of all or a Substantial Portion of any Site, other than a Taking for temporary use, that impairs or adversely affects BMI's full use and enjoyment of the Reserved Space, then this Sublease shall automatically terminate as to such Site unless otherwise agreed by the Parties, and the Term shall automatically expire as to such Site, on the Date of Taking, as if such date were the Site Expiration Date as to such Site, and all Rent and other sums payable by TowerCo and BMI in respect of such Site shall be apportioned and paid through and including the Date of Taking.

(a) Except as provided in this Sublease, to the extent permitted by applicable Laws, TowerCo and BMI hereby waive any and all rights of recovery, claim, action or cause of

action against each other, their respective agents, officers and employees, for any loss or damage that may occur to the Subleased Property of each Site, by reason of fire, the elements, or any other cause insured against, or required to be insured against, under the terms of policies of insurance maintained, or required to be maintained, for the Subleased Property of such Site, by TowerCo or BMI (as the case may be) under the terms of this Sublease, regardless of cause or origin.

(b) Subject to the provisions of Section 21(a) above, TowerCo agrees to indemnify and to hold each BMI Indemnitee harmless from any and all Claims, with respect to bodily injury, personal injury or property damage suffered or incurred by such BMI Indemnitee by reason of, or arising out of TowerCo's ownership, operation and maintenance of each Site (including the Tower and Improvements thereon), including, without limitation: (i) any default, breach, performance or nonperformance by TowerCo of its respective obligations and covenants under this Sublease; (ii) any Claims against BMI arising out of or resulting from (x) TowerCo's use, operation, maintenance or occupancy of any part of the Site or resulting from the condition of the Site or (y) any Space Subtenant's use, operation, maintenance or occupancy of its Communications Facility; (iii) any failure of TowerCo to comply with any applicable Laws or with the directives of FCC and FAA that TowerCo is required to comply with pursuant to this Sublease or under applicable Laws; (iv) any Claims arising out of or resulting from TowerCo's or any Space Subtenant's acts or omissions or the negligence or intentional acts or omissions of any of their respective agents, employees, engineers, contractors, subcontractors, licensees, or invitees in or about the Subleased Property of each Site, and (v) any other provision of this Sublease which provides that TowerCo shall indemnify and hold harmless BMI in respect of the matters contained in such provision. If any action or proceeding is brought against any BMI Indemnitee by reason of any such Claim, TowerCo upon notice from BMI covenants and agrees to defend such action or proceeding at its expense.

(c) Subject to the provisions of Section 21(a) above, BMI agrees to indemnify and to hold each TowerCo Indemnitee harmless from any and all Claims with respect to bodily injury, personal injury or property damage suffered or incurred by TowerCo by reason of, or arising out of (i) any default, breach, performance or nonperformance of BMI's obligations and covenants under this Sublease; (ii) any Claims against TowerCo arising out of or resulting from BMI's use, operation, maintenance or occupancy of BMI's Communications Equipment or the Reserved Space, to the extent TowerCo is not responsible therefor under the terms of this Sublease; (iii) BMI's failure to comply with any applicable Laws or with the directives of FCC and FAA as to BMI's Communications Equipment; (iv) any Claims against TowerCo arising out of or resulting from any acts or omissions or the negligence or intentional actions or omissions of any of BMI's agents, employees, engineers, contractors, subcontractors, licensees or invitees; and (v) any other provision of this Sublease which provides that BMI shall indemnify and hold harmless TowerCo in respect of the matters contained in such provision. If any action or proceeding is brought against TowerCo by reason of any such Claim, BMI upon notice from TowerCo covenants and agrees to defend such action or proceeding at its expense.

(b) Subject to the provision of Section 22(a), TowerCo shall execute in a timely manner instruments that may be required to evidence this subordination clause, in respect of the Subleased Property of each Site.

(a) For purposes of this Sublease, the following terms shall have the following meanings: (i) "Hazardous Material" or "Hazardous Materials" means and includes petroleum products, flammable explosives, radioactive materials, asbestos or any material containing asbestos, polychlorinated biphenyls, or any hazardous, toxic or dangerous waste, substance or material defined as such or defined as a hazardous substance or any similar term, by, in or for the purposes of the Environmental Laws, including, without limitation Section 101(14) of CERCLA (hereinafter defined); provided that the term "Hazardous Materials" shall exclude quantities of materials or substances maintained by BMI, its Affiliates, TowerCo and Space Subtenants on or about any Site (including Tower and Improvements thereon) in the ordinary course of business, so long as such materials are maintained in accordance with the applicable Environmental Laws;
(ii) "Release" shall have the meaning given such term, or any similar term, in the Environmental Laws, including, without limitation Section 101(22) of CERCLA; and (iii) "Environmental Law" or "Environmental Laws" shall mean any "Super Fund" or "Super Lien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials as may now or at any time hereafter be in effect, including, without limitation, the following, as same may be amended or replaced from time to time, and all regulations promulgated thereunder or in connection therewith: the Super Fund Amendments and Reauthorization Act of 1986 ("SARA"); The Comprehensive Environmental Response,

Compensation and Liability Act of 1980 ("CERCLA"); The Clean Air Act ("CAA"); the Clean Water Act ("CWA"); The Toxic Substances Control Act ("TSCA"); The Solid Waste Disposal Act ("SWDA"), as amended by the Resource Conversation and Recovery Act ("RCRA"); the Hazardous Waste Management System; and the Occupational Safety and Health Act of 1970 ("OSHA").

(b) As to each Site (other than BTS Sites), BMI represents and warrants to TowerCo that, as of the date of the Site Designation Supplement for such Site, (i) to the best of BMI's knowledge, no portion of the Land of such Site is used for the storage, processing, treatment or disposal of Hazardous Materials, except as set forth in an environmental report delivered to TowerCo;
(ii) to the best of BMI's knowledge, no Hazardous Materials have been released, introduced, spilled, discharged or disposed of, nor has there been a threat of release, introduction, spill, discharge or disposal of a Hazardous Materials, on, in, or under the Land of such Site, except as set forth in an environmental report delivered to TowerCo; (iii) to the best of BMI's knowledge, there are no pending Claims, administrative proceedings, judgments, declarations, or orders, whether actual or threatened, relating to the presence of Hazardous Materials on, in or under the Land of such Site; (iv) to the best of BMI's knowledge, the Land of such Site is in compliance with all applicable Environmental Laws; and
(v) to the best of BMI's knowledge, there are no pending or threatened or contemplated condemnation actions involving all or any portion of the Land of such Site. For purposes of this Section, "to the best knowledge of," or words of similar import with reference to BMI means actual knowledge of the management of BMI and such actual knowledge will be imputed to the management of BMI if the Hazardous Materials were brought to the Site by BMI or its Affiliates.

(c) TowerCo covenants and agrees that: (i) TowerCo shall not conduct or allow to be conducted upon any Site any business operations or activities, or employ or use a Site, to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or process Hazardous Materials; provided that TowerCo shall have the right to bring and keep and allow any Space Subtenant to bring and keep on the Subleased Property of each Site in compliance with all applicable Laws, batteries, generators and associated fuel tanks and other substances commonly used in the industry necessary for the operation and maintenance of each Site; (ii) TowerCo shall carry on its business and operations at each Site in compliance in all respects with, and will remain in compliance with, all applicable Environmental Laws; (iii) TowerCo shall not create or permit to be created any Lien against any Site for the costs of any response, removal or remedial action or clean-up of Hazardous Materials; (iv) TowerCo shall promptly conduct and complete all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting each Site in accordance with all applicable Environmental Laws; (v) TowerCo shall promptly notify BMI in writing if TowerCo receives any notice, letter, citation, order, warning, complaint, injury, claim or demand that: (w) TowerCo has violated, or is about to violate, any Environmental Law, (x) there has been a Release or there is a threat of Release, of Hazardous Materials at or from the applicable Site, (y) TowerCo may be or is liable, in whole or in part, for the costs of cleaning up, remediating, removing or responding to a Release of Hazardous Materials, or (z) a Site are subject to a Lien favor of any governmental entity for any liability, cost or damages under any Environmental Law.

(d) BMI covenants and agrees that as to each Site (other than with respect to any BTS Site, prior to Completion of such Site): (i) BMI shall not conduct or allow to be conducted upon any Reserved Space of any Site any business operations or activities, or employ or use a Reserved Space of any Site, to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or process Hazardous Materials; provided that BMI shall have the right to bring and keep on the Reserved Space of any Site in compliance with all applicable Laws, batteries, generators and associated fuel tanks and other substances commonly used in the industry necessary for the operation and maintenance of each Reserved Space of any Site; (ii) BMI shall carry on its business and operations on the Reserved Space of any Site in compliance in all respects with, and will remain in compliance with, all applicable Environmental Laws; (iii) BMI shall not create or permit to be created any Lien against any Reserved Space of any Site for the costs of any response, removal or remedial action or clean-up of Hazardous Materials; (iv) BMI shall promptly conduct and complete all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting the Reserved Space of each Site in accordance with all applicable Environmental Laws; (v) BMI shall promptly notify TowerCo in writing if BMI receives any notice, letter, citation, order, warning, complaint, injury, claim or demand that: (w) BMI has violated, or is about to violate, any Environmental Law, (x) there has been a Release or there is a threat of Release, of Hazardous Materials at or from the Reserved Space of any Site, (y) BMI may be or is liable, in whole or in part, for the costs of cleaning up, remediating, removing or responding to a Release of Hazardous Materials, or (z) the Reserved Space of any Site is subject to a Lien in favor of any governmental entity for any liability, cost or damages under any Environmental Law.

(e) Unless resulting or arising solely from the negligent or willful acts or omissions of BMI or BMI's employees, agents, engineers, contractors, subcontractors, licensees or invitees, TowerCo agrees to indemnify and hold BMI harmless from and against any and all Claims, including Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted against BMI or the Site for, with respect to, or as a result of the following: (i) the presence in, on, over or under, or the escape, seepage, leakage, spillage, discharge, emission or Release on or from the Site of any Hazardous Materials prior to the applicable Site Expiration Date or earlier date of termination of this Sublease; (ii) the violation of any Environmental Laws relating to or affecting the Site prior to the applicable Site Expiration Date or earlier date of termination of this Sublease; (iii) the violation of any of the Environmental Laws prior to the applicable Site Expiration Date or earlier date of termination of this Sublease in connection with any other property owned by TowerCo, which violation gives or may give rise to any rights whatsoever in any Party with respect to the Site by virtue of any of the Environmental Laws; (iv) any warranty or representation made by TowerCo in this Section 23 is or becomes false or untrue in any material respect; or (v) the violation or breach of, or the failure of TowerCo to fully and completely keep, observe, satisfy, perform and comply with, any agreement, term, covenant, condition, requirement, provision or restriction of this Section 23.

(f) Unless resulting or arising from the negligent or willful acts or omissions of TowerCo or TowerCo's employees, agents, engineers, contractors, subcontractors, licensees or invitees, BMI agrees to indemnify and hold TowerCo harmless from and against any and all Claims, including Claims of any and every kind whatsoever paid, incurred, suffered by, or

asserted against TowerCo or the Reserved Space of any Site for, with respect to, or as a result of the following, except as to any BTS Site, to the extent arising prior to Completion thereof: (i) the presence in, on, over or under, or the escape, seepage, leakage, spillage, discharge, emission or Release on or from the Reserved Space of any Site of any Hazardous Materials prior to the applicable Site Expiration Date or earlier date of termination of this Sublease;
(ii) the violation of any Environmental Laws relating to or affecting the Reserved Space of any Site prior to the applicable Site Expiration Date or earlier date of termination of this Sublease; (iii) the violation of any of the Environmental Laws prior to the applicable Site Expiration Date or earlier date of termination of this Sublease in connection with any other property owned by TowerCo, which violation gives or may give rise to any rights whatsoever in any Party with respect to the Reserved Space of any Site by virtue of any of the Environmental Laws; (iv) any warranty or representation made by BMI in this
Section 23 is or becomes false or untrue in any material respect; or (v) the violation or breach of, or the failure of BMI to fully and completely keep, observe, satisfy, perform and comply with, any agreement, term, covenant, condition, requirement, provision or restriction of this Section 23.

(g) Notwithstanding anything to the contrary in this Sublease, in the event any Claim of a type giving rise to indemnification obligations under
Section 23 is asserted against a TowerCo Indemnitee and it cannot be readily determined that it was the act or omission of BMI that gave rise to such Claim, it shall be assumed for all purposes hereof that it was TowerCo's or a Space Subtenant's act or omission, TowerCo shall indemnify BMI Indemnitees in respect of such Claim pursuant to Section 23(e), and BMI shall have no obligation or liability to any TowerCo Indemnitee in respect of such Claim unless and until it is finally determined that BMI's act or omission gave rise to such Claim. The provisions of this Section 23 shall survive the applicable Site Expiration Date or earlier termination of this Sublease. The foregoing provisions of this
Section 23 are not intended to limit the generality of any of the other provisions of this Sublease.

(a) From and after the Site Commencement Date as to each Site, BMI shall procure, and shall maintain in full force and effect at all times during the Term as to such Site, the following types of insurance with respect to the Reserved Space of each Site, and, if applicable, any of the Available Space subleased to BMI pursuant to Section 25(d), paying as the same become due all premiums therefor:

(i) commercial general public liability insurance insuring against all liability of BMI and BMI's officers, employees, agents, licensees and invitees arising out of, by reason of or in connection with the use or occupancy of the Reserved Space of the applicable Site and, if applicable, any of the Available Space subleased to BMI pursuant to Section
25(d), if any, in an amount of not less than $1,000,000 for bodily injury or property damage as a result of one occurrence, and not less than $2,000,000 for bodily injury or property damage in the aggregate;

(ii) umbrella or excess liability insurance with limits not less than $5,000,000 per occurrence and in the aggregate; and

(iii) workers' compensation insurance covering all employees of BMI or its Affiliates to the extent required by any Laws.

(b) BMI shall pay all premiums for the insurance coverage which BMI is required to procure and maintain under this Sublease. Each insurance policy:
(i) shall name TowerCo as an additional insured; provided that such requirement shall only apply to liability policy and shall have no application to workers' compensation policies; and (ii) shall provide that the policy cannot be canceled as to TowerCo except after the insurer endeavors to give TowerCo thirty (30) days' written notice of cancellation. TowerCo agrees that BMI may, at BMI's option and election self insure with respect to all or a portion of the risks required to be insured against by BST under this Section 24. If BMI elects to be covered by and participate in its self insurance and risk management programs, BMI shall notify TowerCo of such election. From time to time, upon reasonable request by TowerCo, BMI shall furnish to TowerCo the information concerning its risk management and self insurance policies and programs in effect at the time of such request.

(c) For each Site, TowerCo shall procure, and shall maintain in full force and effect at all times during the Term as to the applicable Site, the following types of insurance with respect to each Site, including the Tower and Improvements thereon, paying as the same become due all premiums therefor:

(i) commercial general public liability insurance insuring against all liability of TowerCo and TowerCo's officers, employees, agents, licensees and invitees arising out of, by reason of or in connection with the use, occupancy or maintenance of each Subleased Property (including Tower and the Improvements), in an amount of not less than $1,000,000 for bodily injury or property damage or as a result of one occurrence, and not less than $2,000,000 for bodily injury or property damage in the aggregate;

(ii) umbrella or excess liability insurance with limits not less than $5,000,000 per occurrence and in the aggregate; and

(iii) insurance in an amount not less than full replacement cost of the Tower and Improvements of each Site, against direct and indirect loss or damage by fire and all other casualties and risks covered under "All Risk" insurance; and

(iv) workers' compensation insurance covering all employees of TowerCo or its Affiliates to the extent required by any Laws.

(d) TowerCo shall pay all premiums for the insurance coverage which TowerCo is required to procure and maintain under this Sublease. Each insurance policy (i) shall name BMI as an additional insured; provided that such requirement shall only apply to liability policy and shall have no application to workers' compensation policies; and (ii) shall provide that the policy cannot be canceled as to BMI except after the insurer gives BMI ten (10) days' written notice of cancellation.

(e) All policy amounts set forth in this Section 24 shall be reset every five (5) years during the Term to increase by an amount not less than the CPI Increase over the five (5) year period, except to the extent the Parties otherwise agree.

(f) TowerCo shall not, on its own initiative or pursuant to request or requirement of any Space Subtenants or other Person, take out separate insurance concurrent in form or contributing in the event of loss with that required in Section 24(c), unless BMI is named therein as an additional insured. The Parties agree that, with respect to Parties, the outstanding publicly traded debt of which is rated investment grade by Standard & Poor's or Moody's, all policies of insurance required by this Section 24 may contain such loss retention provisions or deductibles as is reasonable in light of financial conditions of the Parties. TowerCo shall immediately notify BMI whenever any such separate insurance is taken out and shall deliver to BMI original certificates evidencing the same.

(g) As to the Subleased Property of each Site, all policies of insurance shall be written on companies rated A+ by AM Best or a comparable rating and licensed in the State where such Site is located. Certificates evidencing insurance shall be in a form reasonably acceptable to the recipient Party, shall be delivered to such Party upon commencement of the Term and prior to expiration of such policy, new certificates evidencing such insurance, shall be delivered to such Party not less than twenty (20) days prior to the expiration of the then current policy term. The Parties agree that all policies of insurance required by this Section 24 may contain such loss retention provisions or deductibles as is reasonable in light of financial conditions of the Parties.

(a) Notwithstanding anything to the contrary contained herein and subject, in the case of Sites other than BTS Sites, to the proviso of Section
5(b)(i), BMI shall have the right to modify and/or replace, at BMI's expense, its Communications Equipment at any Site provided said replacement Communications Equipment does not increase the weight or sail area by more than ten percent (10%) of the weight or sail area on the applicable Site Commencement Date.

(b) Notwithstanding anything to the contrary contained herein, if during the Term, there is any Available Space in respect of the Subleased Property of any Site, then BMI shall have the Right of Substitution as to such Available Space, provided that the relocation shall

(c) Notwithstanding anything to the contrary contained herein, if during the Term, TowerCo intends to sublease any Available Space of the Subleased Property of any Site to a potential Space Subtenant, TowerCo shall send BMI a copy of any letter-offer, letter of intent, or other correspondence with the potential Space Subtenant together with a summary of the economic terms of the proposed lease or sublease as contained in such documents, which economic terms shall include at least the number and location of all Sites subject to the proposed lease or sublease, the number, type, and location of each antenna on each Tower, the rent payable for such antenna at each location on the Tower (including any escalation provisions), and the term of each Space Subtenant lease or sublease and each of any renewals thereof (the "Economic Offer"). BMI may, in its sole discretion, by providing written notice thereof to TowerCo within ten (10) days after receipt of the Economic Offer from TowerCo (x) exercise its Right of Substitution pursuant to Section 25(b) in respect of such Available Space, or (y) exercise its Right of First Refusal in respect of such Available Space pursuant to Sections 25(e) and (f), or (z) exercise both, if with respect to multiple Sites. If TowerCo intends to sublease Available Space at multiple Sites, BMI shall not be entitled to exercise either its Right of Substitution and/or its Right of First Refusal as to any Available Space unless BMI exercises such Right in respect of a minimum of the greater of (i) five percent (5%) or (ii) two (2) of the total number of Available Spaces for those multiple Sites that TowerCo intends to sublease.

(d) If BMI exercises its Right of Substitution as to any Available Space, then such Available Space shall become the Reserved Space for all purposes of this Sublease and be subject to the provisions of Section 5. If BMI exercises its Right of First Refusal as to such Available Space, then TowerCo shall sublease the Available Space to BMI subject to the terms and conditions set forth in the applicable Economic Offer and BMI and TowerCo shall execute a sublease agreement in the form of Exhibit B, as modified to reflect the terms and conditions of the applicable Economic Offer, or in any other form acceptable to TowerCo and BMI and, BMI shall, for all purposes of this Sublease, become a Space Subtenant of such Available Space.

(e) If BMI fails to notify TowerCo as to its election under Section
25(d), then BMI's options referred to in Section 25(d) with respect to such Available Space shall expire and TowerCo shall be entitled to sublease such Available Space to a potential Space Subtenant upon the terms and conditions contained in the applicable Economic Offer.

(f) If TowerCo exercises its right to sublease any Available Space of any Site to a potential Space Subtenant in accordance with the Economic Offer, whether or not BMI exercises all or part of its Right of Substitution or Right of First Refusal with respect thereto, TowerCo shall promptly provide BMI a copy of the final definitive lease or sublease with the Space Subtenant (the "Final Agreement"). If the economic terms of the Economic Offer are not the same or better than those of the Final Agreement, then, in addition to any other remedies BMI have, BMI may require that any Site Maintenance Charge, if it exercised its Right of Substitution, or rent, if it exercised its Right of First Refusal, and all other economic terms, be reduced to and conformed with those of the Final Agreement.

(g) If such Available Space has not been so subleased to such Space Subtenant within one hundred and twenty (120) days after BMI's receipt of the applicable Economic Offer, then the restrictions provided in this Section 25 shall again become effective with respect to such Available Space, and TowerCo shall have no right to sublease any such Available Space without again offering such Available Space to BMI in accordance with the provisions of this Section 25.

(b) After the tenth (10th) anniversary of the date hereof, BMI shall have the unrestricted right to sell, convey, transfer, assign, sublease or otherwise dispose of BMI's interest in and to any Site (including BMI's or a BMI Affiliate's interest in and to the Subleased Property of such Site), in whole or in part (a "Transfer"). Prior to the tenth (10th) anniversary of the date hereof, BMI may Transfer BMI's interest in and to any Site (including BMI's or a BMI Affiliate's interest in and to the Subleased Property of such Site), in whole or in part, if any such Transfer is to: (i) a BMI Affiliate; (ii) any Person that is not a BMI Affiliate and does not qualify as a Permitted Transferee (a "Non-Qualifying Transferee"), so long as the aggregate number of Sites that are the subject of one or more Transfers pursuant to this clause (ii) at any time during the Term does not exceed twenty percent (20%) of the Sites now or hereafter subject to this Sublease; or (iii) a Permitted Transferee or, subject to the further restrictions set forth in the last paragraph of this

Section 26(b), a Non-Qualifying Transferee, (x) in connection with a Market Transaction (as hereinafter defined), (y) in connection with the Transfer of a single Site, subject to TowerCo's rights under Section 10(d), or (z) in connection with a Transfer of all or a substantial portion of the Sites subject to this Sublease. In the event of any such Transfer by BMI or a BMI Affiliate, except in the case of a Transfer to a Non-Qualifying Transferee pursuant to clause (iii), all obligations under this Sublease of the Person effecting such Transfer shall cease and terminate, and TowerCo shall look only and solely to the Person to whom or which BMI's or such BMI Affiliate's interest in and to such Site (including BMI's or such BMI Affiliate's interest in and to the Subleased Property thereof or any portion thereof) (a "Transferee") is Transferred for performance of all of BMI's or such Affiliate's duties and obligations under this Sublease.

The term "Market Transaction" means any Transfer of Site(s) between BMI or BMI Affiliates, on the one hand, and other providers of telecommunications services who are not BMI Affiliates, on the other hand, for the primary purpose of allowing BMI or a BMI Affiliate to enter a new market, to expand an existing market, to exit an existing market, or to exit part of an existing market, including, without limitation, any transfer of Sites(s) by BMI or BMI Affiliates to other providers of telecommunications services who are not BMI Affiliates within one or more geographic locations, in each case regardless of whether such market is defined in terms of geographic locations or new services.

(c) Except as expressly provided in Section 26(b), wherever under or in connection with this Sublease BMI assigns its right, title or interest, in whole or in part, in or to this Sublease or any Site, BMI shall be released from performing any and all obligations under this Sublease in respect of the right, title or interest so assigned and under the applicable Ground Lease, from and after the date of such assignment, subject only to BMI's receipt of any consent or approval required from the applicable Ground Lessor, and TowerCo hereby acknowledges such release. At or prior to any partial assignment of this Sublease, BMI and such assignee shall have entered into one or more agreements, including without limitation, a sublease and site designation supplements (collectively, the "New Sublease Documents"), that afford BMI and BMI Affiliates relative rights (including, without limitation, provisions relating to the calculation of the Site Payment and the right of BMI to act for TowerCo), vis-a- vis BMI's rights and obligations under the New Sublease Documents no less favorable to BMI than those afforded by the Sublease and the Site Designation Supplements with respect to the rights and obligation of BMI and any BMI Affiliate, and are otherwise in form and substance reasonably satisfactory to BMI.

(b) BMI shall permit TowerCo and TowerCo's representatives to inspect BMI's Communications Equipment for the purpose, in the event of an Emergency only, for making repairs or replacements to address such Emergency. The foregoing shall not limit TowerCo's rights pursuant to Section 7 hereof.

(a) In addition to and not in limitation of any other remedy BMI may have under this Sublease, if TowerCo fails to make any payment or to take any other action when and as required under this Sublease, including without limitation Section 12(a) and Exhibit C, BMI may, without demand upon TowerCo and without waiving or releasing TowerCo from any duty, obligation or liability under this Sublease, make any such payment or take any such other action required of TowerCo. Unless TowerCo's failure results in or relates to an Emergency, BMI shall

give TowerCo at least ten (10) days prior written notice of BMI's action and TowerCo shall have the right to cure such failure within such 10-day period. No such notice shall be required in the event of an Emergency. The actions which BMI may take shall include, but are not limited to, the performance of maintenance or repairs and the making of replacements to the Towers and Improvements on each Site, the payment of insurance premiums which TowerCo is required to pay under this Sublease and the payment of Taxes and Assessments which TowerCo is required to pay under this Sublease, other than Taxes and Assessments that are paid by BMI pursuant to Section 16(b) and reimbursed in the calculation of the Site Maintenance Charge. BMI may pay all incidental costs and expenses incurred in exercising its rights hereunder, including, without limitation, reasonable attorneys' fees and expenses, penalties, re-instatement fees, late charges, and interest. One hundred twenty percent (120%) of the total amount of the costs and expenses (including salaries and benefits of BMI employees charged on a one time basis but excluding any overhead) attributable to BMI's rights under this Section 30, is referred to as the "Reimbursable Maintenance Expenses" of BMI. All amounts paid by BMI pursuant to this Section
30(a), and all costs and expenses incurred by BMI in exercising BMI's rights under this Section 30(a), shall bear interest at the rate of eighteen percent (18%) per annum from the date of payment by BMI until paid by TowerCo.

(b) If BMI fails to pay any Ground Rent or to make any other payment or to take any other action when and as required under this Sublease, TowerCo may, without demand upon BMI and without waiving or releasing BMI from any duty, obligation or liability under this Sublease, pay any such Ground Rent, make any such other payment or take any such other action required of BMI. Unless BMI's failure results in or relates to an Emergency, TowerCo shall give BMI at least ten (10) days prior written notice of TowerCo's action. No such notice shall be required in the event of an Emergency. The actions which TowerCo may take shall include, but are not limited to, the payment of insurance premiums which BMI is required to pay under this Sublease and the payment of Taxes and Assessment which BMI is required to pay under this Sublease. TowerCo may pay all incidental costs and expenses incurred in exercising its rights hereunder, including, without limitation, reasonable attorneys' fees and expenses, penalties, reinstatement fees, late charges, and interest. All amounts paid by TowerCo pursuant to this Section 30(b), and all costs and expenses incurred by TowerCo in exercising TowerCo's rights under this Section 30(b), shall bear interest at the rate of eighteen percent (18%) per annum from the date of payment by TowerCo and shall be payable by BMI to TowerCo upon demand. For purposes of this Section, the term "Emergency" means any event that causes, has caused or is likely to cause: (i) as to BMI or a BMI Affiliate, any bodily injury, personal injury or property damage; (ii) as to BMI or a BMI Affiliate, suspension, revocation, termination or any other adverse material effect on BMI's or such Affiliates' licenses and/or permits; (iii) as to BMI, any adverse effect on the ability of BMI or its Affiliate to operate its Communication Facility on such Site; (iv) as to TowerCo, any adverse effect on the ability of TowerCo to operate its Subleased Property on such Site; and (v) as to TowerCo, a termination of the Ground Lease with respect to such Site.

(a) The following events shall constitute events of default by BMI:

(i) If BMI fails to timely pay Ground Rent as provided in
Section 3(h) within any applicable grace period thereunder or to perform any other material obligations pursuant to the applicable Ground Lease for a Site that BMI is expressly required to perform pursuant to the terms of this Sublease and shall not cure such failure by the later of (x) the expiration of any applicable cure period, or (y) thirty (30) days after TowerCo gives BMI written notice thereof; or

(ii) if BMI shall violate or breach, or shall fail fully and completely to observe, keep, satisfy, perform and comply with, any agreement, term, covenant, condition, requirement, restriction or provision of this Sublease in respect of any Site (which violations, breaches or failures may be different for each Site), and shall not cure such violation, breach or failure within thirty (30) days after TowerCo gives BMI written notice thereof, or, if such failure shall be incapable of cure within thirty (30) days, if BMI shall not commence to cure such failure within such thirty (30) day period and continuously prosecute the performance of the same to completion with due diligence; or

(iii) Subject to Section 31(i), BMI breached any material representation or warranty in this Sublease as to any Site as of the date when made.

(iv) if BMI becomes insolvent as defined in the Uniform Commercial Code under the Laws applicable to this Sublease or makes an assignment for the benefit of creditors; or if any action is brought by BMI seeking its dissolution or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property; or if BMI commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by BMI for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by BMI seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; or if any action is brought against BMI seeking its dissolution or liquidation of any of its assets, or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property, and any such action is consented to or acquiesced in by BMI or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any proceeding under the Federal Bankruptcy Code is instituted against BMI and (1) an order for relief is entered in such proceeding, or (2) such proceeding is consented to or acquiesced in by BMI or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any reorganization or arrangement proceeding is instituted against BMI for the settlement, readjustment, composition or extension of any of its debts upon any terms, and such proceeding is consented to or acquiesced in by BMI or is not

dismissed within ninety (90) days after the date upon which it was instituted; or if any action or petition is otherwise brought against BMI seeking similar relief or alleging that it is insolvent, unable to pay its debts as they mature or generally not paying its debts as they become due, and such action or petition is consented to or acquiesced in by BMI or is not dismissed within thirty (30) days after the date upon which it was brought.

(b) Upon the occurrence of any event of default by BMI under Section
31(a)(iv), TowerCo may terminate this Sublease by giving BMI written notice of termination, and this Sublease shall be terminated at the time designated by TowerCo in its notice of termination to BMI. Upon the occurrence of any event of default by BMI under Sections 31(a)(i)-(a)(iii) as to the Reserved Space of a Site, TowerCo may terminate this Sublease as to such Site by giving BMI written notice of termination, and this Sublease shall be terminated as to the applicable Site at the time designated by TowerCo in its notice of termination to BMI. Notwithstanding the foregoing, if BMI fails to pay any portion of a Site Payment because BMI, acting in good faith, reduced the amount of Site Maintenance Charges paid to TowerCo in giving effect to a mistaken belief that it made Reimbursable Maintenance Expenses under Section 30(a) that BMI was not permitted to make, such failure shall not constitute an event of default hereunder. Upon TowerCo's demand after any resolution of any dispute as to the amount of such Reimbursable Maintenance Expenses, BMI shall pay such amount to TowerCo, with interest thereon at the rate of eighteen percent (18%) per annum, from the date such amount was due until the date paid.

(c) TowerCo's remedy stated in Section 31(b) above shall not preclude pursuit of any other remedy or remedies provided in this Sublease or any other remedy or remedies provided for or allowed by law or in equity, separately or concurrently or in any combination.

(d) The following events shall constitute events of default by TowerCo:

(i) If TowerCo fails to make payment of any Rent or other amount hereunder and such failure continues for thirty (30) days after the date such payment was due and payable; or

(ii) (x) TowerCo shall violate or breach, or shall fail fully and completely to observe, keep, satisfy, perform and comply with, any term, covenant, condition, requirement, restriction or provision of this Sublease with respect to any Site (which violations, breaches or failures may be different for each Site), and shall not cure such violation, breach or failure within thirty (30) days after BMI gives TowerCo written notice thereof, or, if such failure shall be incapable of cure within thirty (30) days, if TowerCo shall not commence to cure such failure within such thirty (30) day period and continuously prosecute the performance of the same to completion with due diligence, or (y) the aggregate amount of Reimbursable Maintenance Expenses in respect of any Site pursuant to Section 30(a) exceeds $2,000 on at least two occurrences within the same

Sublease Year, whether or not reimbursed by TowerCo or included in the calculation of the Site Payment; or

(iii) Subject to Section 31(i), any representation or warranty made by TowerCo in this Sublease or any Site Designation Supplement shall be false or misleading in any material respect on the date as of which made (or deemed made); or

(iv) TowerCo or CCIC shall violate or breach, or shall fail fully and completely to observe, keep, satisfy or perform any obligation for money borrowed in connection with this Sublease, including, without limitation, Mortgages, or any obligation under notes payable or drafts accepted, or any obligation of any other agreement, term or condition contained in any indenture or agreement under which any such obligation is created, guaranteed or secured if the effect of such default is to cause such obligation to become due prior to its stated maturity; or

(v) If TowerCo becomes insolvent as defined in the Uniform Commercial Code under the Laws applicable to this Sublease or any Site or makes an assignment for the benefit of creditors; or if any action is brought by TowerCo seeking its dissolution or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property; or if TowerCo commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by TowerCo for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by TowerCo seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; or if any action is brought against TowerCo seeking its dissolution or liquidation of any of its assets, or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property, and any such action is consented to or acquiesced in by TowerCo or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any proceeding under the Federal Bankruptcy Code is instituted against TowerCo and (1) an order for relief is entered in such proceeding, or (2) such proceeding is consented to or acquiesced in by TowerCo or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any reorganization or arrangement proceeding is instituted against TowerCo for the settlement, readjustment, composition or extension of any of its debts upon any terms, and such proceeding is consented to or acquiesced in by TowerCo or is not dismissed within ninety
(90) days after the date upon which it was instituted; or if any action or petition is otherwise brought against TowerCo seeking similar relief or alleging that it is insolvent, unable to pay its debts as they mature or generally not paying its debts as they become due, and such action or petition is consented to or acquiesced in by TowerCo or is not dismissed within thirty (30) days after the date upon which it was brought.

(e) Upon the occurrence of any event of default by TowerCo under
Section 31(d) or Section 12(c) in respect of any Site, BMI may terminate this Sublease as to the applicable Site by giving TowerCo written notice of termination, and this Sublease shall be terminated as to such Site, at the time designated by BMI in its notice of termination to TowerCo, unless otherwise provided herein. Upon the occurrence of unwaived events of default (whether of the same or different types) by TowerCo under Section 31(d) in respect of more than fifty (50) Total Sites during any consecutive five (5) year period, BMI may terminate this Sublease as to all Sites, by giving TowerCo written notice of termination, and this Sublease shall be terminated as to all Sites at the time designated by BMI in its notice of termination to TowerCo.

(f) BMI's pursuit of any remedy or remedies provided in this Sublease, including without limitation Section 31(e), or any remedy or remedies provided for or allowed by law or in equity, separately or concurrently or in any combination, including, without limitation, (i) specific performance or other equitable remedies; (ii) money damages arising out of such default; (iii) BMI may exercise the Withdrawal Right as to any Site immediately and without further act, pursuant to Section 10; or (iv) BMI may perform, on behalf of TowerCo, TowerCo's obligations under the terms of this Sublease pursuant to
Section 30, in which event BMI shall have the right to set off all Reimbursable Maintenance Expenses against the Site Payment BMI is required to make. If the amount of Reimbursable Maintenance Expenses exceeds the Site Payment payable by BMI hereunder and TowerCo does not reimburse BMI the full amount of such excess within ten (10) days following BMI's written demand therefor, BMI may terminate this Sublease in respect of all or any of the Sites pursuant to Section 31(e).

(g) A Party's pursuit of any one or more of the remedies provided in this Sublease shall not constitute an election of remedies excluding the election of another remedy or other remedies, or a forfeiture or waiver of any Site Payment, Rent or other amounts payable under this Sublease as to the applicable Site by such Party or waiver of any relief or damages or other sums accruing to such Party by reason of the other Party's failure to fully and completely keep, observe, perform, satisfy and comply with all of the agreements, terms, covenants, conditions, requirements, provisions and restrictions of this Sublease. TowerCo shall be entitled to injunctive relief and reasonable attorneys' fees and costs in respect of any event of default by BMI under Section 3(h). Notwithstanding anything to the contrary contained herein, neither Party shall be liable to the other parties for indirect, incidental, special or consequential damages, including but not limited to lost profits, however arising, even if a Party has been advised of the possibility of such damages.

(h) Either Party's forbearance in pursuing or exercising one or more of its remedies shall not be deemed or construed to constitute a waiver of any event of default or of any remedy. No waiver by either Party of any right or remedy on one occasion shall be construed as a waiver of that right or remedy on any subsequent occasion or as a waiver of any other right or remedy then or thereafter existing. No failure of either Party to pursue or exercise any of it's powers, rights or remedies or to insist upon strict and exact compliance by the other Party with any agreement, term, covenant, condition, requirement, provision or restriction of this Sublease, and no custom or practice at variance with the terms of this Sublease, shall constitute a waiver by

either Party of the right to demand strict and exact compliance with the terms and conditions of this Sublease.

(i) Notwithstanding the foregoing, no event of default shall be deemed to have occurred in respect of BMI under Section 31(a)(iii) or in respect of TowerCo under Section 31(d)(iii), if the other Party gives notice after one
(1) year following:

(i) the applicable Site Commencement Date in the case of a representation or warranty made under this Sublease or the applicable Site Designation Supplement, as to any Site;

(ii) the date hereof, in the case of any other representation or warranty made under this Sublease; or

(iii) in the case of representation or warranty made under the Agreement to Sublease, as provided therein.

(a) All negotiations in connection with this Sublease have been conducted by and between TowerCo and BMI without the intervention of any person or other Party as agent or broker.

(b) TowerCo and BMI warrant and represent to each other that there are no broker's commissions or fees payable in connection with this Sublease by reason of their respective dealings, negotiations or communications. TowerCo and BMI shall, and do hereby indemnify, defend and hold harmless each other from and against the Claims, demands, actions and judgments of any and all brokers, agents and other intermediaries alleging a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with this Sublease.

(b) In addition to and not in limitation of any other provision of this Sublease, the Parties shall have the right to review and make corrections, if necessary, to any and all exhibits to the Site Designation Supplements after the date hereof. After making such corrections, TowerCo shall re-record any such Site Designation Supplements to reflect such corrections, if requested by BMI or BMI Affiliate. The Parties shall cooperate with each other to cause changes to be made in the documentation for any Site, and in the Site Designation Supplement for such Site, if such changes are requested by BMI or BMI Affiliate to evidence any permitted changes in the description of the Reserved Space respecting such Site, including, without limitation changes in BMI's or such BMI Affiliate's antennas or other parts of its Communications Facility at such Site. In addition to and not in limitation of the foregoing, BMI or any BMI Affiliate shall have the right, at its sole expense, to cause any amendment to a Site Designation Supplement to be recorded, including without limitation in connection with such changes.

(a) TowerCo understands and acknowledges that Space Subtenants are engaged in the business of operating communications equipment, including, without limitation, Communications Equipment at each Site. The Communications Equipment is subject to the regulations of the FCC, including without limitation regulations regarding exposure by workers and members of the public to the radio frequency emissions generated by BMI's Communications Equipment. TowerCo acknowledges that such regulations prescribe the permissible exposure levels to emissions from the Communications Equipment which can generally be met by maintaining safe distances from such Communications Equipment. In order to comply with such regulations, TowerCo shall install, or cause the Space Subtenants to install, at its or their expense, such marking, signage or barriers to restrict access to any Subleased Property of each Site as TowerCo deems necessary in order to comply with the applicable FCC regulations. TowerCo further agrees to post, or to cause the Space Subtenants to post, prominent signage at all points of entry to the Subleased Property of each Site containing instructions as to any potential risk of exposure and methods for minimizing such risk. TowerCo shall cooperate in good faith with BMI to minimize any confusion or unnecessary duplication that could result in similar signage being posted with respect to any of BMI's transmission equipment at or near any Site in respect of any Reserved Space on such Site.

(b) TowerCo further agrees to alert all personnel working at or near each Site, including TowerCo's maintenance and inspection personnel, to heed all of TowerCo's or Space Subtenant's signage or restrictions with respect to the Subleased Property of a Site, to maintain the prescribed distance from the Communications Equipment, and to otherwise follow the posted instructions. TowerCo further agrees to alert each Space Subtenant in advance of any repair or

maintenance work to be performance on any Site which would require work in closer proximity to the Subleased Property than prescribed by the signage or restrictions.

(c) TowerCo agrees to cooperate with each Space Subtenant on a going- forward basis with respect to each Site in order to insure that such Space Subtenant complies with the applicable FCC regulations.

(d) BMI acknowledges and agrees that its Communications Equipment at each Site is subject to the regulations of the FCC, including without limitation regulations regarding exposure by workers and members of the public to the radio frequency emissions generated by BMI's Communications Equipment. BMI acknowledges that such regulations prescribe the permissible exposure levels to emissions from its Communications Equipment which can generally be met by maintaining safe distances from such Communications Equipment. BMI shall cooperate in good faith with TowerCo to minimize any confusion or unnecessary duplication that could result in similar signage being posted with respect to any of BMI's transmission equipment at or near any Site in respect of any Reserved Space on such Site.

(e) BMI further agrees to alert all personnel working at or near each Site, including BMI's maintenance and inspection personnel, to maintain the prescribed distance from the Communications Equipment, and to otherwise follow the posted instructions of TowerCo.

(a) CCIC unconditionally guarantees to BMI the full and timely payment and performance and observance of all of the terms, provisions, covenants and obligations of TowerCo under this Sublease and each Site Designation Supplement (the "Obligations"). CCIC agrees that if TowerCo defaults at any time during the Term of this Sublease and any Site Designation Supplement in the performance of any of the Obligations, CCIC shall faithfully perform and fulfill all Obligations and shall pay to BMI all attorneys' fees, court costs, and other expenses, costs and disbursements incurred by BMI on account of any default by TowerCo and on account of the enforcement of this guaranty.

(b) If TowerCo defaults under this Sublease or any Site Designation Supplement, and BMI elects to enforce the provisions of this Section 37, BMI shall promptly give CCIC written notice thereof, which notice shall constitute an exercise of BMI's rights against CCIC pursuant to this Section 37. Following the receipt of such notice by CCIC, CCIC shall have the same period of time as is afforded to TowerCo under this Sublease or the applicable Site Designation Supplement to cure such default, but no such cure period shall diminish the obligations of CCIC under this Section 37.

(c) This guaranty obligation of CCIC shall be enforceable by BMI in an action against CCIC without the necessity of any suit, action, or proceedings by BMI of any kind or nature whatsoever against TowerCo, without the necessity of any notice to CCIC of TowerCo's default or breach under this Sublease or the applicable Site Designation Supplement, and without the necessity of any other notice or demand to CCIC to which CCIC might otherwise be entitled, all of which notices CCIC hereby expressly waives. CCIC hereby agrees that the validity of this guaranty and the obligations of CCIC hereunder shall not be terminated,

affected, diminished, or impaired by reason of the assertion or the failure to assert by BMI against TowerCo any of the rights or remedies reserved to BMI pursuant to the provisions of this Sublease or the applicable Site Designation Supplement or any other remedy or right which BMI may have at law or in equity or otherwise.

(d) CCIC covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of CCIC hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Sublease and any Site Designation Supplement or any modification or waiver of or change in any of the covenants and terms of this Sublease or any Site Designation Supplement by agreement of BMI and TowerCo, or by any unilateral action of either BMI or TowerCo, or by an extension of time that may be granted by BMI to TowerCo or any indulgence of any kind granted to TowerCo, or any dealings or transactions occurring between BMI and TowerCo, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership, or trusteeship affecting TowerCo. CCIC does hereby expressly waive any suretyship defense it may have by virtue of any statute, law, or ordinance of any state or other governmental authority.

(e) All of BMI's' rights and remedies under this guaranty are intended to be distinct, separate, and cumulative and no such right and remedy herein is intended to be the exclusion of or a waiver of any other.

(f) CCIC hereby waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. CCIC further waives any right to require that an action be brought against TowerCo or any other person or to require that resort be had by BMI to any security held by BMI.

delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be.

If to TowerCo:                        If to BMI or BMI Affiliate:

Crown Castle South Inc.               BellSouth Mobility Inc
375 Southpointe Blvd.                 1100 Peachtree Street, NE, Real Estate
Cannonsburg, PA 15317                 Atlanta, GA 30367
Facsimile No.: (724) 416-2468         Facsimile No.: (404) 249-0922
Attention: General Counsel            Attention.: Kerwin Gray, Esq.

with a copy to:                       with a copy to:

Sittig, Cortese & Wratcher            BellSouth Corporation.
1515 Frick Building                   1155 Peachtree Street, NE, 18th Floor
Pittsburgh, PA 15219                  Atlanta, GA 30309
Facsimile No.: (412) 402-4011         Facsimile No.: (404) 249-2629
Attention: William R. Sittig, Jr.     Attention: E. John Whelchel, Esq.

If to CCIC:                           with a copy to:

Crown Castle International Corp.      Cravath, Swaine & Moore
510 Bering Drive, Suite 500           825 Eighth Avenue, Worldwide Plaza
Houston, Texas 77057                  New York, New York 10019-7475
Facsimile No.: 713-570-3150           Facsimile No.: (212) 474-3700
Attention: Chief Executive Officer    Attention: Stephen L. Burns
           General Counsel

(ii) The parties agree to facilitate the arbitration by: (A) making available to one another and to the Arbitrators for examination, inspection and extraction all documents, books, records and personnel under their control if determined by the Arbitrators to be relevant to the dispute; (B) conducting arbitration hearings to the greatest extent possible on successive days; and (C) observing strictly the time periods established by the Rules or by the Arbitrators for submission of evidence or briefs.

(iii) Judgment on the award of the Arbitrators may be entered in any court having jurisdiction over the Party against which enforcement of the award is being sought. The Arbitrators are expressly authorized to enter orders of interim or provisional relief each of which may be enforced as a final award. The Arbitrators shall divide all costs (other than fees of counsel) incurred in conducting the arbitration in their final award in accordance with what they deem just and equitable under the circumstances.

application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(ii) Nothing contained herein shall be deemed to make the Agent liable to BMI Affiliates because of service in its capacity as agent. In performing any of its duties hereunder, the Agent shall not incur any liability to BMI Affiliates for losses, damages, Liabilities or expenses, except for its fraud, willful default or gross negligence.

(iii) It is expressly understood and agreed that this power of attorney and the agency created hereby is coupled with an interest of the respective Parties hereto and shall be binding and enforceable on and against the respective successors and assigns of BMI Affiliates, and each of them, and this power of attorney shall not be revoked or terminated and shall continue to be binding and enforceable in the manner provided herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Sublease to be executed and sealed by their duly authorized representatives, all effective as of the day and year first written above.

TOWERCO:

CROWN CASTLE SOUTH INC.

By: /s/ Kathy Broussard
   ----------------------------
Name: Kathy Broussard
     --------------------------
Title: Vice President
      -------------------------

BMI:

BELLSOUTH MOBILITY INC, for itself,
and for certain of its Affiliates, as
indicated in Exhibit D hereto

By: /s/ Joel L. A. Peterson
   ----------------------------
Name: Joel L. A. Peterson
     --------------------------
Title: AVP
      -------------------------

CCIC:

CROWN CASTLE INTERNATIONAL CORP.

By: /s/ Kathy Broussard
   ----------------------------
Name: Kathy Broussard
     --------------------------
Title: Vice President
      -------------------------

[Signatures continued on next page]

[Signatures continued from previous page]

BMI AFFILIATES

WESTEL-INDIANAPOLIS COMPANY                     INDIANA CELLULAR CORPORATION



By: /s/ Joel L. A. Peterson                     By: /s/ Joel L. A. Peterson
   ----------------------------                    ----------------------------
   Name: Joel L. A. Peterson                       Name: Joel L. A. Peterson
   Assistant Vice President                        Assistant Vice President



KENTUCKY CGSA, INC.                             WESTEL-MILWAUKEE COMPANY, INC.


By: /s/ Joel L. A. Peterson                     By: /s/ Joel L. A. Peterson
   ----------------------------                    ----------------------------
   Name: Joel L. A. Peterson                       Name: Joel L. A. Peterson
   Assistant Vice President                        Assistant Vice President



TERRE HAUTE CELLULAR TELEPHONE                  MUNCIE CELLULAR TELEPHONE
COMPANY, INC.                                   COMPANY, INC.

By: /s/ Joel L. A. Peterson                     By: /s/ Joel L. A. Peterson
   ----------------------------                    ----------------------------
   Name: Joel L. A. Peterson                       Name: Joel L. A. Peterson
   Assistant Vice President                        Assistant Vice President

SCHEDULE 15

EXHIBIT A

see attached for the Initial Closing (as defined in the Agreement to Sublease)

EXHIBIT B

EXHIBIT C

EXHIBIT 99.4

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into this 1st day of June, 1999, by and between BELLSOUTH MOBILITY INC, a Georgia corporation ("BMI"), and CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("COMPANY").

WHEREAS, this Agreement is made pursuant to that certain Agreement to Sublease dated as of the date hereof (the "Agreement to Sublease"), among BMI, Company, BellSouth Telecommunications, Inc., Crown Castle South Inc. and certain transferring entities.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

(a) As used herein, the following terms shall have the following respective meanings:

"BAM Registration Rights" shall mean the registration rights granted in respect of the BAM Shares.

"BAM Shares" shall mean the shares of common stock of Crown Castle International Corp. initially issued pursuant to Formation Agreement dated as of December 8, 1998 and that constitute Registrable Shares as that term is defined in the registration rights granted in respect of such shares in such Formation Agreement.

"Commission" shall mean the U.S. Securities and Exchange Commission.

The terms "register," "registered" and "registration" refer to a resale registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

"Registrable Shares" shall mean those shares that are (a) (i) issued to BMI, any Transferring Entity (as defined in the Agreement to Sublease) or any BMI Affiliate (as defined in the Agreement to Sublease) pursuant to the Agreement to Sublease (the "BellSouth Shares") and (ii) any securities issued or issuable in respect of BellSouth

Shares upon any stock split, stock dividend, distribution, reorganization, merger, consolidation, consideration, exchange, recapitalization or other similar event occurring following the date of the Agreement and (b) "restricted securities" as defined in rule 144(a) (3) under the Securities Act.

"Registration Expenses" shall mean all expenses, other than Selling Expenses, incurred by Company in complying with Sections 2, 3 and 4 hereof, including without limitation, all registration and filing fees, listing fees, printing expenses, fees and disbursements of counsel and independent public accountants for Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance and fees and disbursements of one counsel for the sellers of Registrable Shares.

"Stockholders" shall mean those individuals and entities listed in Schedule I to the Stockholders Agreement.

"Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the Registrable Securities registered pursuant to Sections 2, 3 and 4 hereof and, except for the fees and disbursements of one counsel as included in Registration Expenses, the costs of any counsel retained by or on behalf of the holders of such Registrable Securities.

"Stockholders Agreement" shall mean the Stockholders Agreement dated as of the 21st of August, 1998 among Company and each of the Stockholders listed in Schedule I thereto.

Stockholders) who have requested shares to be registered shall be reduced in the manner provided by Company. In the event that the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters, then the number of shares shall be further reduced pro rata among the requesting holders of Registrable Shares according to the number of shares requested by each such holder to be registered. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters then the number of shares shall be reduced among the requesting holders of BAM Shares in accordance with the BAM Registration Rights. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters then the number of shares shall be reduced among the requesting Stockholders in accordance with Article IV of the Stockholders Agreement. Notwithstanding the foregoing provisions, Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of Registrable Shares. There shall be no limit to the number of registrations of Registrable Shares which may be effected under this Section 2.

(a) The holders of the Registrable Shares at any time after the date of the Agreement and prior to the time Company is eligible to file a registration statement on Form S-3 or similar short-form registration, may request Company to register under the Securities Act all or a portion of the Registrable Shares held by them for sale in the manner specified in such notice; provided that (i) the reasonably anticipated aggregate net proceeds to the sellers from such public offering would exceed $30,000,000 and (ii) subject to
Section 3(c), no such request may be made more than once every nine months. Notwithstanding anything to the contrary herein, no request may be made under this Section 3 within 90 days after the effective date of a registration statement filed by Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested. Company shall be obligated to register the Registrable Shares pursuant to this Section 3(a) on three (3) occasions only; provided, however, that such obligations shall be deemed satisfied only when a registration statement covering all of the Registrable Shares specified in the notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto unless any such registration statement does not become effective due to the withdrawal of 66 2/3% of the Registrable Shares to be registered. Notwithstanding the foregoing, in the event Company is entitled to use Form S-3 or similar short-form registration but later is unable to do so, then to the extent the holders have not exercised their three demand rights under this Section 3(a), they shall be eligible to do so under this Section 3(a) until such time as Company again is entitled to use Form S-3 or similar short-form registration.

(b) Following receipt of any notice under this Section 3, Company shall immediately notify all holders of Registrable Shares from whom notice has not been received that a request for registration pursuant to Section 3(a) has been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting holders, the number of shares of Registrable Shares specified in such notice (and in all notices received by Company from other holders within twenty (20) days after the giving of such notice by Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the Registrable Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of Company, which approval shall not be unreasonably withheld or delayed.

(c) Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting holders, shares of Company's securities to be sold by Company for its own account, and shares of any other person having registration rights with respect to Company's securities except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Shares to be sold, then the number of shares to be registered and sold shall be reduced as follows:
First, the shares of Company securities requested to be registered by shareholders with "piggyback" or other registration rights (other than the Stockholders, the holders of BAM Shares and the holders of the Registrable Shares) shall be reduced at the direction of Company in accordance with the opinions of the underwriters participating in the public offering. In the event that the elimination of all of such shares is not sufficient to reduce the number of shares of Company's securities to be registered to the number recommended by the underwriters, then the number of shares to be registered by Company shall then be reduced. In the event that the number of shares requested to be registered after such reduction shall still be in excess of the number of shares requested to be registered by the underwriters, then the number of shares of Registrable Shares shall be reduced pro rata according to the number of shares requested by each such holder to be registered. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters, then the number of shares shall be reduced among the requesting holders of BAM Shares in accordance with the BAM Registration Rights. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters, then the number of shares shall be reduced among the requesting Stockholders in accordance with Article IV of the Stockholders Agreement. In the event the number of shares requested to be registered by the holders of Registrable Shares under this Section 3 is reduced to any extent as a result of this Section 3(c), then (i) the holders of Registrable Shares shall not be deemed to have exercised a demand right pursuant to this Section 3, (ii) the holders of Registrable Shares shall be entitled to make another request to register all or a portion of the Registrable Shares at anytime after 30 days after the date of the initial request and (iii) Company shall

use its reasonable best efforts to file a registration statement pursuant to a request made under (ii) above as promptly as possible. Except as provided in this Section 3 and except for registration statements on Forms S-4, S-8 or any successor or similar forms thereto and except for a registration statement being filed as a result of a request made pursuant to the foregoing sentence, Company will not file with the Commission any other registration statement with respect to its equity securities, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 3 until ninety (90) days after the commencement of the public offering of the Registrable Shares covered by the registration statement requested pursuant to this Section 3.

(a) prepare and file with the Commission a registration statement with respect to such securities, which in the case of Section 3 shall be on Form S-1 or other available form satisfactory to the holders with respect to such securities, and cause such registration statement to become and remain effective for the period specified in Section 5(i);

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (i) below and comply with the provisions of the Securities Act with

respect to the disposition of all Registrable Shares covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such period;

(c) furnish to each seller of Registrable Shares and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Shares covered by such registration statement;

(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the sellers of Registrable Shares or, in the case of an underwritten public offering, the managing underwriter reasonably shall request; provided, however, that Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e) use its best efforts to list the Registrable Shares covered by such registration statement with any securities exchange or market on which the securities of Company, if applicable, is then listed or quoted or, if the Registrable Shares are not then listed on a securities exchange, and if the NASD is reasonably likely to permit the inclusion of the Registrable Shares on NASDAQ, use its best efforts to facilitate the inclusion of the Registrable Shares on NASDAQ;

(f) immediately notify each seller of Registrable Shares and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(g) at the request of any seller of Registrable Shares, use its best efforts to furnish on the date that Registrable Shares are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by

such seller or its counsel and (ii) a letter dated such date from the independent public accountants retained by Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

(h) (i) make available for inspection by each seller of Registrable Shares, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of Company, (ii) cause Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement and (iii) provide each seller and its counsel with the opportunity to participate in the preparation of such registration statement;

(i) with respect to any registration statement pursuant to which Registrable Shares are to be sold pursuant to Sections 2, 3 or 4, Company shall use its best efforts to cause such registration statement to become and remain effective for one hundred and eighty (180) days;

(j) notify each seller of Registrable Shares and each underwriter, if any, promptly, (i) of any request by the Commission for amendments or post- effective amendments to the registration statement or supplements to the prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation or threatening of any proceeding for such purpose, or (iii) of the receipt by Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(k) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement or any qualification referred to in paragraphs (j) (ii) and (j) (iii) at the earliest possible moment;

(l) if any event contemplated by paragraph (f) shall exist, subject to Section 10, prepare and furnish to such sellers a post-effective amendment to the registration statement or supplement to the prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchaser of the Registrable Shares, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(m) not later than the effective date of the registration statement, provide a CUSIP number for all Registrable Shares and provide the applicable transfer agent or agents with printed certificates or instruments for the Registrable Shares which are in a form eligible for deposit with Depository Trust Company or other transferee and otherwise meeting the requirements of any securities exchange or other trading market on which such Registrable Shares are listed or traded; and

(n) enter into such agreements and take such other actions as the sellers of Registrable Shares and the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Shares including, without limitation, preparing for and participating in, such number of "road shows" and all such other customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition. In connection with each registration hereunder, the sellers of Registrable Shares will furnish to Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. In connection with each registration pursuant to Sections 2, 3 or 4 covering an underwritten public offering, Company and each seller agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of Company's size and investment stature (it being understood that Company will not require a selling stockholder to make any representation, warranty or agreement in such agreement other than with respect to such stockholder, the ownership of such stockholder's securities being registered and such stockholder's intended method of disposition). The representations and warranties by, and the other agreements on the part of, Company to and for the benefit of the underwriters in such written agreement with the underwriters shall also be made to and for the benefit of the selling stockholders. In the event that any condition to the obligations under any such written agreement with the underwriters is not met or waived, and such failure to be met or waived is not attributable to the fault of the selling stockholders requesting a demand registration pursuant to Section 3, such request for registration shall not be deemed exercised for purposes of determining whether such registration has been effected for purposes of Section 3.

(a) In the event of a registration of any of the Registrable Shares under the Securities Act pursuant to Sections 2, 3 or 4, Company will indemnify and hold harmless each seller of such Registrable Shares thereunder, each underwriter of such Registrable Shares thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Shares were registered under the Securities Act pursuant to Sections 2, 3 or 4, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such seller, such underwriter or such controlling person specifically for use in such registration statement or prospectus.

(b) In the event of a registration of any of the Registrable Shares under the Securities Act pursuant to Sections 2, 3 or 4, each seller of such Registrable Shares thereunder, severally and not jointly, will indemnify and hold harmless Company, each person, if any, who controls Company within the meaning of the Securities Act, each officer of Company who signs the registration statement, each director of Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such loses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Shares were registered under the Securities Act pursuant to Sections 2, 3 or 4, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance upon and

in conformity with information pertaining to such seller, as such, furnished in writing to Company by such seller specifically for use in such registration statement or prospectus; and provided further, however, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such seller from the sale of Registrable Shares covered by such registration statement.

(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 7 and shall only relieve it from any liability which it may have to such indemnified party under this
Section 7 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 7 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party exercising rights under the Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this
Section 7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 7 provides for indemnification in such case, (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 7, or
(iii) the

indemnification provided for by this Section 7 is insufficient to hold harmless an indemnified party, other than by reason of the exceptions provided therein; then, and in each such case, Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) (x) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other or (y) if the allocation provided by clause (x) above is not permitted by applicable law, or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (x) above but also the relative benefits received by the indemnifying party and the indemnified party from the offering of the securities (taking into account the portion of the proceeds of the offering received by each such party) as well as the statements or omissions which resulted in such losses, claims, damages or liabilities and any other relevant equitable considerations. No holder of Registrable Shares will be required to contribute any amount in excess of the proceeds received by such holder in respect of all such Registrable Shares offered and sold by it pursuant to such registration statement and no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(b) If Company consolidates or merges into or with, another person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or a majority of its assets to any person or group, or any person or group consolidates with, or merges into or with, Company, each holder of Registrable Shares shall, as a condition to the relevant transaction involving such person, group or successor in business, be granted by such person, group or successor in business (each a "Successor"), equivalent rights granted in hereunder.

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of Company under the Securities Act and the Exchange Act; and

(c) furnish to each holder of Registrable Shares forthwith upon request a written statement by Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of Company, and such other reports and documents so filed by Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Shares without registration.

Mail, as the case may be. The address for any transferee of the Registrable Shares shall be the most current address given by such holder to Company in accordance with the provisions of this Section 14(b).

If to Company:                          If to BMI:

Crown Castle International Corp.        BellSouth Mobility Inc
510 Bering Drive, Suite 500             1100 Peachtree Street, NE, 10th Floor
Houston, Texas 77057                    Atlanta, GA  30367
Facsimile No.:  (713) 570-3150          Facsimile No.:  (404) 249-0922
Attention:  Chief Executive Office      Attention:  Kerwin Gray, Esq.
            General Counsel

with a copy to:                         with a copy to:

Cravath, Swaine & Moore                 BellSouth Corporation
825 Eighth Avenue, Worldwide Plaza      1155 Peachtree Street, NE, 18th Floor
New York, New York 10019-7475           Atlanta, GA  30309
Facsimile No.:  (212) 474-3700          Facsimile No.:  (404) 249-2629
Attention:  Stephen L. Burns            Attention:  E. John Whelchel, Esq.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and sealed by their duly authorized representatives, all effective as of the day and year first written above.

Company:

CROWN CASTLE INTERNATIONAL CORP.

By:   /s/ Kathy Broussard
   -------------------------------------
   Name:  Kathy Broussard
        --------------------------------
   Title: Vice President
         -------------------------------

BMI:

BELLSOUTH MOBILITY INC.

By:   /s/ Joel L.A. Peterson
   -------------------------------------
   Name:  Joel L.A. Peterson
        --------------------------------
   Title: AVP
         -------------------------------