Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of December 30, 1999, by and between SPECTRASITE COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and Douglas A. Standley (the "Employee").

W I T N E S S E T H:

WHEREAS the Company desires to induce the Employee to enter into employment with the Company for the period provided in this Agreement, and the Employee is willing to accept such employment with the Company on a full-time basis, all in accordance with the terms and conditions set forth below;

NOW, THEREFORE, for and in consideration of the premises hereof and the mutual covenants contained herein, the parties hereto hereby covenant and agree as follows:

1. Employment. (a) The Company hereby agrees to employ the Employee, and the Employee hereby agrees to accept such employment with the Company, beginning December 30, 1999 (the "Effective Date") and continuing for the period set forth in Section 2 hereof, all upon the terms and conditions hereinafter set forth.

(b) The Employee affirms and represents that as of the commencement of his employment by the Company on the Effective Date he will be under no obligation to any former employer or other party which is in any anyway inconsistent with, or which imposes any restriction upon, the Employee's acceptance of employment hereunder with the Company, the employment of the Employee by the Company, or the Employee's undertakings under this Agreement.

2. Term of Employment. (a) Unless earlier terminated as provided in this Agreement, the term of the Employee's employment under this Agreement shall be for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (the "Initial Term").

(b) The term of the Employee's employment under this Agreement shall be automatically renewed for additional one-year terms (each a "Renewal Term") upon the expiration of the Initial Term or any Renewal Term unless the Company or the Employee delivers to the other, at least one year prior to the expiration of the Initial Term or the then current Renewal Term, as the case may be, a written notice specifying that the term of the Employee's employment will not be renewed at the end of the Initial Term or such Renewal Term, as the case may be. The period from the Effective Date until the third anniversary of said date or, in the event that the Employee's employment hereunder is earlier terminated as provided herein or renewed as provided in this Section 2(b), such shorter or longer period, as the case may be, is hereinafter called the "Employment Term".

3. Duties. The Employee shall be employed as President, Broadcasting Division of the Company, shall faithfully and competently perform such duties as

inhere in such position and as are specified in the By-laws of the Company and shall also perform and discharge such other executive employment duties and responsibilities as the Chief Executive Officer or Board of Directors of the Company shall from time to time determine. The Employee shall perform his duties principally at the offices of the Company in Dallas, Texas, with such travel to such other locations from time to time as the Company may reasonably prescribe. Except as may otherwise be approved in advance by the Chief Executive Officer or Board of Directors of the Company, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, the Employee shall devote his full business time throughout the Employment Term to the services required of him hereunder. The Employee shall render his business services exclusively to the Company and its subsidiaries during the Employment Term and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of his position. Nothing contained in this Section 3 shall preclude the Employee from performing services for charitable or not-for-profit community organizations, provided that such activities do not interfere with the Employee's performance of his duties and responsibilities under this Agreement.

4. Salary and Bonus. (a) Salary. As compensation for the performance by the Employee of the services to be performed by the Employee hereunder during the Employment Term, the Company shall pay the Employee a base salary at the annual rate of Two Hundred Thousand Dollars ($200,000) (said amount, together with any increases thereto as may be determined from time to time by the executive officers of the Company in their sole discretion, being hereinafter referred to as "Salary"). Any Salary payable hereunder shall be paid in regular intervals in accordance with the Company's payroll practices from time to time in effect.

(b) Bonus. The Employee shall be eligible to receive bonus compensation from the Company of up to Forty Percent (40%) of Salary in respect of each fiscal year (or portion thereof) occurring during the Employment Term in accordance with the Company's management bonus plan as in effect from time to time, in each case as may be determined by the Board of Directors of the Company in its sole discretion on the basis of performance-based criteria to be established from time to time by the Board of Directors in its sole discretion.

5. Other Benefits; Company Stock. (a) General. During the Employment Term, the Employee shall:

(i) be eligible to participate in employee fringe benefits and pension and/or profit sharing plans that may be provided by the Company for its senior executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time;

(ii) be eligible to participate in any medical and health plans or other employee welfare benefit plans that may be provided by the Company for its senior executive employees in accordance with the provisions of any such plans, as the same may be in effect from time to time;

(iii) be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior executive officers, provided that such number of paid vacation days in each calendar

year shall not be less than Twenty work days (Four calendar weeks); the Employee shall also be entitled to all paid holidays given by the Company to its senior executive officers;

(iv) be eligible for consideration by the Board of Directors of the Company for awards of stock options under any stock option plan which may be established by the Company for its and its subsidiaries' key employees, the amount, if any, of shares for which options may be granted to Employee to be in the sole discretion of the Board of Directors of the Company;

(v) be entitled to sick leave, sick pay and disability benefits in accordance with any Company policy that may be applicable to senior executive employees from time to time;

(vi) be entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses incurred by the Employee in the performance of his duties hereunder in accordance with the Company's normal policies from time to time in effect (including, without limitation, relocation expenses); and

(vii) be entitled to use of an automobile or an automobile allowance consistent with that provided by the Company to its senior management.

(b) Options. The Company shall cause SpectraSite Holdings, Inc. to issue options to the Employee under the SpectraSite Holdings, Inc. Stock Option Plan to purchase Six Hundred and Forty Thousand (640,000) shares of Common Stock, $.001 par value, of SpectraSite Holdings, Inc. at Ten Dollars and Fifty-Six Cents ($10.56) per share. The Employee's interest in such options shall vest over a five (5) year period beginning January 1, 2000, depending upon the satisfaction of certain performance criteria set forth in Exhibit A hereto. In the event the Employment Term is terminated by the Company without cause pursuant to Section 7(a)(iv), the Employee shall be deemed to have satisfied (i) the "Level 3" performance criteria for EBITDA for Broadcast Tower Ownership as set forth on Exhibit A for each calendar year through December 31, 2004 which ends after the date of such termination, and (ii) the performance criteria for EBITDA for Tower Fabrication and Erection as set forth on Exhibit A for each calendar year through December 31, 2004 which ends after the date of such termination; and the stock options which would have become exercisable upon attainment of such performance criteria subsequent to such termination shall immediately become exercisable as of the date of such termination. (The Employee also may exercise any stock options which become exercisable prior to such termination of employment.)

(c) Restricted Stock. The Employee shall be offered for purchase 125,000 shares of Common Stock of the Company, in accordance with the terms and conditions of a Restricted Stock Purchase Agreement substantially in the form attached hereto. Within thirty (30) days of his purchase of such shares (if any), the Employee shall file an election with the Internal Revenue Service ("IRS") pursuant to Section 83(b) of the Internal Revenue Code to include in his gross income for 2000 the excess of the fair market value of such shares over the one Cent ($0.01) per share "Purchase Price" he paid for such shares under the Restricted Stock Purchase Agreement (the "Discount"). The fair market value

of the shares shall be determined by the Company in its sole discretion, based upon the transactions in the Company shares on NASDAQ at the time of the Employee's purchase. At the time the Employee purchases such shares, the Company shall pay to the Employee a bonus equal to seventy percent (70%) of the Discount, which is intended to pay the income and payroll taxes due on such Discount plus the income and payroll taxes on the bonus, such that the Employee will not have any out-of-pocket cash expense for income and payroll taxes with respect to the Employee's purchase of the such shares.

6. Confidential Information. The employee hereby covenants, agrees and acknowledges as follows:

(a) The Employee has and will have access to and will participate in the development of or be acquainted with confidential or proprietary information and trade secrets related to the business of the Company and any present or future subsidiaries or affiliates of the Company (collectively with the Company, the "Companies"), including but not limited to (i) customer lists; claims histories, adjustments and settlements and related records and compilations of information; the identity, lists or descriptions of any new customers, referral sources or organizations; financial statements; cost reports or other financial information; contract proposals or bidding information; business plans; training and operations methods and manuals; personnel records; software programs; reports and correspondence; and management systems, policies or procedures, including related forms and manuals; (ii) information pertaining to future developments such as future marketing or acquisition plans or ideas, and potential new business locations; (iii) confidential or non-public information relating to business operations and strategic plans of third parties with which the Companies have or may be assessing commercial arrangements, including, without limitation, site build and deployment plans and schedules, search ring and site locations or potential locations, actual or projected wireless system subscribers and capital expenditures and operating cost information ("Third Party Information") and (iv) all other tangible and intangible property, which are used in the business and operations of the Companies but not made public. The information and trade secrets relating to the business of the Companies described hereinabove (including Third Party Information) in this paragraph (a) are hereinafter referred to collectively as the "Confidential Information", provided that the term Confidential Information shall not include any information (x) that is or becomes generally publicly available (other than as a result of violation of this Agreement by the Employee), (y) that the Employee receives on a nonconfidential basis from a source (other than the Companies or their representatives) or, in the case of Third Party Information, from a source (other than the Companies, the third parties to which such information relates or their respective representatives) that is not known by him to be bound by an obligation of secrecy or confidentiality to any of the Companies (or such third parties, in the case of Third Party Information) or (z) that was in the possession of the Employee prior to disclosure by the Companies (or such third parties, in the case of Third Party Information).

(b) The Employee shall not disclose, use or make known for his or another's benefit any Confidential Information or use such Confidential Information in any way except as is in the best interests of the Companies in the performance of the Employee's duties under this Agreement. The Employee may disclose Confidential Information when required by a third party and applicable law or judicial process, but only after providing immediate notice to the Company at any third party's request for such information, which notice shall include the Employee's intent with respect to such request.

(c) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that the Companies shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach by the Employee (and the Employee hereby waives any requirement that any of the Companies provide a bond or other security in connection with the issuance of any such injunction); provided, however, that nothing contained herein shall be construed as prohibiting the Companies from pursuing any other rights and remedies available for any such breach or threatened breach.

(d) The Employee agrees that upon termination of his employment with the Company for any reason, the Employee shall forthwith return to the Company all Confidential Information in whatever form maintained (including, without limitation, computer discs and other electronic media).

(e) The obligations of the Employee under this Section 6 shall, except as otherwise provided herein, survive the termination of the Employment Term and the expiration or termination of this Agreement.

(f) Without limiting the generality of Section 10 hereof, the Employee hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon the Employee's heirs, successors and legal representatives.

7. Termination. (a) The Employee's employment hereunder shall be terminated upon the occurrence of any of the following:

(i) death of the Employee;

(ii) the Employee's inability to perform his duties on account of disability or incapacity for a period of one hundred eighty (180) or more days, whether or not consecutive, within any period of twelve (12) consecutive months;

(iii) the Company giving written notice, at any time, to the Employee that the Employee's employment is being terminated "for cause" (as defined below);

(iv) the Company giving written notice, at any time, to the Employee that the Employee's employment is being terminated other than pursuant to clause (i), (ii) or (iii) above; or

(v) the Employee terminates his employment hereunder for any reason whatsoever (whether by reason of retirement, resignation or otherwise).

The following actions, failures and events by or affecting the Employee shall constitute "cause" for termination within the meaning of clause (iii) above: (A) a conviction of the Employee of, or the entering of a plea of nolo contendere by the Employee with respect to, a felony, (B) dependence on, or habitual abuse of, controlled substances or alcohol (in the case of alcohol abuse, that has a material adverse effect on Employee's performance of his obligations under this Agreement) or acts of dishonesty by the Employee that are materially detrimental to one or more of the Companies, (C) willful misconduct by the Employee that materially damages

the business of one or more of the Companies, (D) gross negligence by the Employee in the performance of, or willful disregard by the Employee of, his material obligations under this Agreement or otherwise relating to his employment, which gross negligence or willful disregard continues unremedied for a period of fifteen (15) days after written notice thereof to the Employee, (E) failure by the Employee to obey the reasonable and lawful orders and policies of the Board of Directors that are material to and consistent with the provisions of this Agreement, or (F) solely for purposes of determining the Employee's vested interest in the stock options under Section 5(b) and the related stock option agreement (and not for purposes of determining the eligibility for the severance benefits described in Section 7(b)), materially substandard performance of his duties, which material substandard performance either continues unremedied for a period of fifteen (15) days after written notice thereof to the Employee or cannot be remedied in such period of time; (provided that, in the case of an indictment described in clause (A) above, and in the case of clauses (B), (C), (D), (E) and (F) above, the Employee shall have received written notice of such proposed termination (which notice shall state the Sections of this Agreement pursuant to which such termination is being effected and a description of the facts supporting such termination) and a reasonable opportunity (together with the Employee's counsel) to discuss the matter with the Board of Directors of the Company, followed by a notice that the Board of Directors of the Company adheres to its position).

(b) In the event that the Employee's employment terminates pursuant to clause (i) or (ii) of Section 7(a) above or is terminated by the Company pursuant to clause (iv) of Section 7(a) above, whether during the Initial Term or during any Renewal Term pursuant to Section 2(b) above, then (i) during the period beginning on the date of such termination and ending on the last day of the Applicable Period (as defined in Section 9(a)), the Company shall pay to the Employee, as severance pay or liquidated damages or both, monthly payments equal to one-twelfth of (x) the rate per annum of his Salary at the time of such termination plus (y) the average annualized bonus the Employee was paid by the Company for the fiscal years during the term of this Agreement ending prior to the date of such termination, provided, however, that no such payments shall be required to be made if the Employee fails to comply with his obligations under
Section 9 below; (ii) the Company shall continue to provide the Employee with the health insurance benefits provided to other employees of the Company (including employer contributions) from the date of such termination until the earlier to occur of (x) the last day of the Applicable Period or (y) the date upon which the Employee becomes eligible for coverage under the health insurance plan of another employer and (iii) the Options held by the Employee that are vested as of the date of such termination shall continue to be exercisable by the Employee until the earlier to occur of (x) the last day of the Applicable Period or (y) the expiration of the ten year term of such Options.

(c) Notwithstanding anything to the contrary expressed or implied herein, except as required by applicable law and except as set forth in Section 7(b) above, the Company (and its affiliates) shall not be obligated to make any payments to the Employee or on his behalf of whatever kind or nature by reason of the Employee's cessation of employment (including, without limitation, by reason of termination of the Employee's employment by the Company's for "cause"), other than (i) such amounts, if any, of his Salary as shall have accrued and remained unpaid as of the date of said cessation and (ii) such other payments, if any, which may be then otherwise payable to the Employee pursuant to the terms of the Company's benefits plans.

(d) No interest shall accrue on or be paid with respect to any portion of any payments hereunder.

(e) The Employee's rights under Section 7(b) above shall be considered severance pay in consideration of the employee's past services and the Employee's continued service to the Company from the Effective Date, and the Employee's entitlement thereto shall neither be governed by any duty to mitigate the Employee's damages by seeking further employment nor offset by any compensation the Employee may receive from employment following his termination of employment with the Company.

8. Non-Assignability. (a) Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee or his beneficiaries or legal representatives without the Company's prior written consent; provided, however, that nothing in this Section 8(a) shall preclude the Employee from designating a beneficiary to receive any benefit payable hereunder upon his death or incapacity. The Company may assign all of its rights and obligations under this Agreement to (i) any person or entity acquiring the principal assets used and useful in the operation of the Company or (ii) any affiliate of the Company in connection with the reorganization of the Company and its affiliates; and, in the event of such an assignment, each reference in this Agreement to the Company shall include the assignee from and after the date of such assignment.

(b) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or to assignment by operation of law, and any attempt, voluntary or involuntary, to effect such action shall be null, void and of no effect.

9. Restrictive Covenants.

(a) Competition. During the Employment Term and during the Applicable Period (as defined below), the Employee will not directly or indirectly (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with any business or organization which engages in competition with any of the Companies within the meaning of Section 9(d), provided, however, that the provisions of this Section 9(a) shall not be deemed to prohibit the Employee's (i) ownership of not more than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held company, or (ii) ownership, whether through direct or indirect stock holdings or otherwise, of not more than one percent (1%) of any other business. For purposes of this Agreement, the "Applicable Period" shall mean the twenty-four (24) month period following the termination of the Employee's employment hereunder for any reason whatsoever.

(b) Non-Solicitation. During the Employment Term and during the Applicable Period, the Employee will not directly or indirectly induce or attempt to induce any management employee of any of the Companies to leave the employ of the

Company or such subsidiary or affiliate, or in any way interfere with the relationship between any of the Companies and any employee thereof.

(c) Non-Interference. During the Employment Term and during the Applicable Period, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the Companies if such action would be known by him to have a material adverse effect on the business, assets or financial condition of any of the Companies or materially interfere with the relationship between any such person or entity and any of the Companies.

(d) Certain Definitions.

(i) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to be a competitor of one or more of the Companies, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with one or more of the Companies, if such person or entity engages in the business of acquiring or constructing towers for telecom carriers or operators or engaging in any other business engaged in by the Companies at the time of termination of the Employee's employment with the Company, in either case in the geographic region encompassing the service areas in which any of the Companies conduct, or had an established plan to begin conducting, their businesses at the time of termination of Employee's employment with the Company.

(ii) For purposes of this Section 9, no corporation or entity that may be deemed to be an affiliate of the Companies solely by reason of its being controlled by, or under common control with, Welch, Carson, Anderson & Stowe VIII, L.P. or any of their respective affiliates other than the Companies, will be deemed to be an affiliate of the Companies.

(e) Certain Representations of the Employee. In connection with the foregoing provisions of this Section 9, the Employee represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the current and future businesses of the Companies. It is understood and agreed that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Agreement.

(f) Injunctive Relief. The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of Section 9 hereof would be inadequate and, therefore, agrees that the Company and any of its subsidiaries or affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach (and the Employee hereby waives any requirement that any of the Companies provide a bond or other security in connection with the issuance of any such injunction); provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

10. Binding Effect. Without limiting or diminishing the effect of the provisions affecting assignment of this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and assigns.

11. Notices. All notices which are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be sufficient in all respects if given in writing and (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier or (iv) sent via facsimile confirmed in writing to the recipient, if to the Company at the Company's principal place of business, and if to the Employee, at his home address most recently filed with the Company, or to such other address or addresses as either party shall have designated in writing to the other party hereto, provided, however, that any notice sent by certified or registered mail shall be deemed delivered on the date of delivery as evidenced by the return receipt.

12. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

13. Severability. The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of Section 6 or 9 hereof is void or constitutes an unreasonable restriction against the Employee, the provisions of such Section 6 or 9 shall not be rendered void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances. If any part of this Agreement other than Section 6 or 9 is held by a court of competent jurisdiction to be invalid, illegible or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision.

14. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

15. Arbitration. With the exception of any dispute regarding the Employee's compliance with the provisions of Sections 6 and 9 above, any dispute relating to or arising out of the provisions of this Agreement shall be decided by arbitration in Cary, North Carolina, in accordance with the Expedited Arbitration Rules of the American Arbitration Association then obtaining, unless the parties mutually agree otherwise in a writing signed by both parties. This undertaking to arbitrate shall be specifically enforceable. The decision rendered by the arbitrator will be final and judgement may be entered upon it in accordance with appropriate laws in any court having jurisdiction thereof. Each of the parties shall pay his or its own legal fees associated with such arbitration.

16. Entire Agreement; Modifications. This Agreement constitutes the entire and final expression of the agreement of the parties with respect to the subject hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and the Employee have duly executed and delivered this Agreement as of the day and year first above written.

SPECTRASITE COMMUNICATIONS, INC.

By /s/David P. Tomick
  ----------------------------------
   Name:    David P. Tomick
   Title:   Chief Financial Officer

By   /s/Douglas A. Standley
  ---------------------------
     Douglas A. Standley

EXHIBIT 10.2

LEASE AND
SUBLEASE

by and among

SBC TOWER HOLDINGS LLC, a Delaware limited liability company, for itself and as Agent for the SBC GROUP,

and

SBC WIRELESS, LLC, a Delaware limited liability company, as Guarantor,

and

SOUTHERN TOWERS, INC.,

and

SPECTRASITE HOLDINGS, INC.,
as Guarantor

Dated December 14, 2000

                                TABLE OF CONTENTS

                                                                                                               Page

SECTION 1. Definitions............................................................................................1
SECTION 2. Sublease Documents....................................................................................13
SECTION 3. Subleased Property....................................................................................14
SECTION 4. Existing Subleases and Colocation Agreements..........................................................19
SECTION 5. Reserved Space........................................................................................20
SECTION 6. Permitted Use.........................................................................................22
SECTION 7. Access................................................................................................22
SECTION 8. Term.  23
SECTION 9. Withdrawal............................................................................................23
SECTION 10. Rent and SBC Leaseback Charge........................................................................24
SECTION 11. Condition of the Sites and Obligations of TowerCo....................................................25
SECTION 12. Requirements for Alterations; Title to Alterations; Addition of Equipment; Work
            on the Site..........................................................................................28
SECTION 13. Damage to the Site, Tower or the Improvements........................................................30
SECTION 14. Space Subtenants; Interference.......................................................................32
SECTION 15. Taxes and Assessments................................................................................33
SECTION 16. Utilities............................................................................................35
SECTION 17. Governmental Permits.................................................................................35
SECTION 18. No Liens.............................................................................................36
SECTION 19. Condemnation.........................................................................................38
SECTION 20. Waiver of Subrogation; Indemnity.....................................................................39
SECTION 21. Subordination and Attornment.........................................................................40
SECTION 22. Environmental Covenants..............................................................................41
SECTION 23. Insurance............................................................................................44
SECTION 24. Right of Substitution; Right of First Refusal........................................................46
SECTION 25. Assignment and Subletting............................................................................49
SECTION 26. Estoppel Certificate.................................................................................51
SECTION 27. Holding Over.........................................................................................51
SECTION 28. Rights of Entry and Inspection.......................................................................52
SECTION 29. A Party's Right to Act for the Other Party; SBC Set-Off Right........................................52
SECTION 30. Defaults and Remedies................................................................................53
SECTION 31. Quiet Enjoyment......................................................................................58
SECTION 32. No Merger............................................................................................58
SECTION 33. Broker and Commission................................................................................58
SECTION 34. Recording of Memorandum of Ground Lease..............................................................59
SECTION 35. Purchase Options.....................................................................................59
SECTION 36. Net Lease............................................................................................62
SECTION 37. Compliance with Specific FCC Regulations.............................................................62
SECTION 38. Guaranty.............................................................................................63
SECTION 39. Tax Indemnities......................................................................................66
SECTION 40. General Provisions...................................................................................74

LEASE AND SUBLEASE

THIS LEASE AND SUBLEASE is made and entered into this 14th day of December, 2000 (this "Sublease"), by and among SBC WIRELESS, LLC, a Delaware limited liability company ("Wireless Guarantor"), SBC TOWER HOLDINGS LLC, a Delaware limited liability company (for itself and as Agent for the SBC Group Members whose names are set forth on Exhibit D hereof or which become parties to this Sublease after the date hereof, "SBC"), SPECTRASITE HOLDINGS, INC., a Delaware corporation ("TowerCo Parent"), and SOUTHERN TOWERS, INC., an indirect wholly-owned subsidiary of TowerCo Parent and a Delaware corporation (doing business in Oklahoma as Southern Towers of Delaware, Inc.) ("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:

SECTION 1. Definitions.

For purposes of this Sublease, the following capitalized terms have the following respective meanings:

"Additional Rent" has the meaning set forth in Section 3(i) hereof.

"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.

"After-Tax Basis" has the meaning set forth in Section 39(a)(3)(i) hereof.

"Agreement to Sublease" means the Agreement to Lease and Sublease, by and among TowerCo Parent, TowerCo, and the SBC Group, as amended.

"Alterations" means the construction or installation of Improvements on any Site or any part thereof after the Site Commencement Date for such Site, or the alteration, replacement, modification or addition to all or any component of a Site after the Site Commencement Date for such Site, whether Severable or Non-Severable.

"Assumed Rate" has the meaning set forth in Section 39(a)(1)(v) hereof.

"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 sublease by TowerCo to any Space Subtenant (including SBC and SBC Affiliates, in such capacity) and all rights appurtenant to such portion, space or area.

"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.

"Build to Suit Agreement" means the Agreement to Build to Suit dated as of the date hereof by and among SBC Wireless, LLC, SpectraSite Communications, Inc. and SpectraSite Holdings, Inc.

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

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Colocation Agreements" means any existing agreements pursuant to which any SBC Affiliate shares as of the applicable Site Commencement Date any Site with other providers of wireless telecommunications services, local public safety organizations, governmental entities such as post offices and law enforcement organizations, and operators of remote monitoring systems for commercial purposes, and to which such SBC Affiliate is a party. Colocation Agreements with other providers of wireless telecommunications services have been (in the case of the Initial Sites) or will be prior to the applicable Site Commencement Date (in the case of other Sites), disclosed to TowerCo in the disclosure schedules delivered pursuant to the Agreement to Sublease.

"Commonly Assessed Taxes" has the meaning set forth in Section 15(c).

"Communications Equipment" means, as to any Site, transmitting and/or receiving equipment and other equipment installed at the Reserved Space (as to SBC or any SBC Affiliate) 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 SBC or an SBC Affiliate) or any Available Space (as to a Space Subtenant), together with the applicable SBC Affiliate's or such Space Subtenant's Improvements.

"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, whether through the ownership of voting securities, by contract or otherwise.

"CPI" means the Consumer Price Index for all Consumers, U.S., City Average (1982-84 = 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 SBC Leaseback Charge provided for in
Section 10, if any, and any other adjustments provided for in this Sublease which are based on the CPI Change 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 CPI-related adjustments to the SBC Leaseback Charge provided for in this Sublease, 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 or decreases, as applicable, as compiled by any institution or organization or individual generally recognized as an authority by financial and insurance institutions shall be used.

"CPI Change" means an increase or decrease, if any, (expressed as a positive or negative percentage) in the most recently published CPI as of January 1 immediately preceding the commencement of the applicable Site Term Year (the "Index Date"), from the CPI published as of January 1 immediately preceding the Index Date.

"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) hereof.

"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 29(b) hereof.

"Estimated Cost" has the meaning given to such term in Section 17(f) hereof.

"Existing Sublease" means, with respect to any Site, any sublease, license, lease or other agreement for use of a Tower location and other space on such Site between a SBC Affiliate and any other Person that is in effect as of the applicable Site Commencement Date excluding that certain Master Site Agreement dated September 30, 2000 between SBC and the "User(s)", which shall be considered to be a sublease of the Reserved Space by the applicable Sublessor to the "User(s)" and shall be subject to the restrictions contained in Section 25 of this Sublease.

"Fair Market Value" as to any Site, means the fair market sales value of such Site that would be obtained in an arm's-length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell the Site in question.

"FAA" means the United States Federal Aviation Administration.

"FCC" means the United States Federal Communications Commission.

"Federal Depreciation Deductions" has the meaning set forth in
Section 39(a)(1)(ii) hereof.

"Federal Income Tax Benefits" means the Federal Depreciation Deductions and the federal income tax deductions described in Section 39(a)(1)(iii) hereof.

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

"Ground Lessor" means, as to a Leased Site, the "lessor", "landlord", "licensor", or similar Person under the related Ground Lease.

"Ground Rents" means, as to any Site, all rents, fees and other charges payable by a Sublessor to the Ground Lessor under the Ground Lease for such Site.

"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 SBC's or a SBC Affiliate's and, if applicable, each Space Subtenant's Improvements; (ii) buildings, huts, shelters or exterior cabinets; (iii) generators and associated fuel tanks; (iv) grounding rings (other than those for SBC's or a SBC Affiliate's equipment shelters); (v) fencing; (vi) signage; (vii) connections for utility service up to the meter; (viii) hardware constituting a tower platform to hold SBC's or a SBC Affiliate's and, if applicable, each Space Subtenant's Communications Equipment; (ix) access road improvements;
(x) common shelters, if any; (xi) all lighting systems and light monitoring devices; and (xii) such other equipment, alterations, replacements, modifications, additions, and improvements as may be installed on or made to all or any component of a Site (including the Land and the Tower). Improvements do not include Communications Equipment.

"Inclusion" means the inclusion in the income of any SBC Group Member of any amount realized in connection with the transactions effected by this Sublease or related documents other than the amounts described in Section 39(a)(1)(iv) hereof.

"Initial Site" has the meaning set forth in the definition of "Site."

"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 (including, without limitation, the FAA and FCC) construing any of the foregoing.

"Leased Site" means a Site as to which a Sublessor holds a leasehold interest, leasehold estate, easement, license or other possessory interest in the Land which is part of such Site pursuant to a Ground Lease.

"Liens" means, as to each Site, an interest or a claim by a Person other than SBC 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) in the case of any Person as to which the information specified in clause (i) is not available, the total market value of the equity of such Person, determined by a commercially reasonable appraisal process.

"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 determined in accordance with GAAP.

"Non-Conforming Alterations" has the meaning given to such term in Section 3(i) hereof.

"Nonseverable" shall mean, with respect to any Alteration, any Alteration that is not a Severable Alteration.

"Non-TowerCo Taxes" has the meaning set forth in Section 15(c).

"Option Purchase Price Amount" means, with respect to each Site, the fixed purchase price for such Site in the event TowerCo exercises its purchase option with respect thereto under Section 35 hereof as specified in Exhibit A.

"Option Trigger Window" has the meaning set forth in Section 35(a).

"Owned Site" means a Site with respect to which a Sublessor owns fee simple title in the Land which is part of the Site.

"Party" means each of the SBC Group Members, Wireless Guarantor, TowerCo and TowerCo Parent, as appropriate. "Parties" means the SBC Group Members, Wireless Guarantor, TowerCo and TowerCo Parent together.

"Permitted Liens" has the meaning given to such term in
Section 18(a).

"Permitted Subleasehold Mortgage" means a mortgage, deed of trust, trust deed, deed to secure debt or other like security instrument for the benefit of a Permitted Subleasehold Collateral Assignee.

"Permitted Subleasehold Pledge" means a pledge or collateral assignment as security for any indebtedness for the benefit of a Permitted Subleasehold Collateral Assignee.

"Permitted Subleasehold Collateral Assignee" means a holder of
(i) a collateral assignment of this Sublease, the Agreement to Sublease or the Build to Suit Agreement, and/or (ii) a mortgage, deed of trust, trust deed, deed to secure debt or other like security instrument with respect to TowerCo's leasehold and subleasehold interests in all or any portion of the Sites, pursuant to that certain Credit Agreement, dated as of April 20, 1999, as amended, among SpectraSite Communications, Inc., as borrower, SpectraSite Holdings, Inc., as guarantor, CIBC Oppenheimer Corp., Credit Suisse First Boston and the other parties thereto, as the same may be amended, supplemented, extended, restated, refinanced or refunded (collectively, the "Credit Agreement"), or that

will be a recipient or beneficiary of a pledge or collateral assignment by TowerCo of TowerCo's interests hereunder or the holder of a mortgage, deed of trust, trust deed, deed to secure debt or other like security instrument with respect to TowerCo's leasehold and subleasehold interests in all or any portion of the Sites that has assets at the time of the execution of the Permitted Subleasehold Pledge or Permitted Subleasehold Mortgage, as applicable, 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 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 Collateral Assignee be a SBC Competitor.

"Permitted Transferee" means: (i) a Person who has outstanding debt that is Investment Grade; (ii) with respect to a 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 SBC 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 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 SBC 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 transaction involving eighty percent (80%) or more of all Sites now or hereafter subject to this Sublease, a Person reasonably believed by SBC 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 $100 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 25(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 as permitted hereunder, and (ii) for further use of such Subleased Property by Space Subtenants (including SBC and SBC Affiliates with respect to any Available Space or Reserved Space), and the right to use by Space Subtenants (including SBC and SBC Affiliates with respect to any Available Space or Reserved Space) 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 any Sublessor as compensation for casualty damage to any Site (including the Tower and Improvements thereof).

"Reimbursable Cost" has the meaning given such term in Section 17(f) hereof.

"Rent" has the meaning set forth in Section 10(b).

"Reserved Space" means, as to each Site: (i) the portion of the Land and Improvements of such Site used by SBC or an SBC Affiliate as of the date of the applicable Site Commencement Date, or as may be used by SBC or a SBC Affiliate as "Reserved Space" pursuant to this Sublease, as reserved for the exclusive use and occupancy by SBC or any SBC Affiliate, including without limitation, MTSOs and other switches and SBC's Improvements located on the Land, but not including parking spaces and associated loading docks (which facilities shall be shared by SBC, SBC Affiliates, TowerCo and Space Subtenants on an equitable basis); (ii) the portion of the Tower of such Site used by SBC or an SBC Affiliate for Communications Equipment as of the applicable Site Commencement Date, or as may be used by SBC or an SBC Affiliate as "Reserved Space" pursuant to this Sublease, as reserved for the exclusive use and occupancy by SBC or any SBC Affiliates, including without limitation, any antennas, transmission lines, amplifiers and filters located on the Tower; and (iii) any and all rights pursuant to
Section 5(b) and 24 and all appurtenant rights reasonably inferable to permit SBC's and the SBC Affiliates' full use and enjoyment of the Reserved Space, including without limitation, the appurtenances specifically described in Section 5, all in accordance with Section 5.

"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 SBC or the applicable Sublessor and TowerCo or required by Law.

"Right of First Refusal" means the right of SBC, exercisable in its sole discretion, to sublease for its own use or the use of any SBC Affiliate any Available Space from TowerCo pursuant to Section 24.

"Right of Substitution" means the right of SBC, exercisable in its sole discretion, to substitute for its own use or the use of any SBC Affiliate 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 24.

"SBC" has the meaning given to such term in the preamble.

"SBC Affiliates" means, collectively, any Sublessor, Affiliates of Wireless Guarantor, the SBC Group Members, and any Person in which Wireless Guarantor owns, directly or indirectly, at least fifty percent (50%) of the Voting Stock of such Person or which Wireless Guarantor otherwise Controls.

"SBC Alteration" has the meaning set forth in Section 24(a).

"SBC Competitor" means any Person whose revenues, together with any of its Affiliate's revenues, generated from providing wireline local exchange carrier or wireless telephone provider telecommunications services, constitute at least twenty percent (20%) of the total consolidated revenues of such Person and its Affiliates.

"SBC Group" means collectively, SBC, Wireless Guarantor and the SBC Affiliates whose names are set forth in the signature pages hereof and any SBC Affiliate which at any time becomes a "Sublessor" hereunder in accordance with the provisions hereof. Each member of the SBC Group is herein a "SBC Group Member". Solely for purposes of
Section 39, the term "SBC Group" shall include each SBC Group Member, the affiliated group of corporations and each member thereof within the meaning of Code section 1504 of which any SBC Group Member is or shall become a member if such group shall have filed a consolidated return; if applicable, each member in any entity classified as a partnership for federal income tax purposes and such entity itself if and to the extent such entity is treated as the tax owner of any of the Sites or portions thereof or such entity is a direct or indirect partner in another entity classified as a partnership which is so treated (in either case, an "SBC Partnership"); and, if applicable, any entity owned by a SBC Group Member or an SBC Partnership that for federal income tax purposes is disregarded as an entity separate from its owner.

"SBC'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 SBC or any SBC Affiliate and used by SBC or any SBC Affiliate: (i) such Person's Communications Equipment; and (ii) (v) equipment shelters, equipment buildings, and other constructions, (w) generators and associated fuel tanks, (x) grounding rings for such Person's 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.

"SBC Indemnitee" means SBC, SBC Affiliates, and the respective directors, officers, employees, and agents of SBC or SBC Affiliates (except TowerCo and any agents of TowerCo).

"SBC Leaseback Charge" has the meaning given to such term in
Section 10(b).

"SBC Partnership" has the meaning set forth in the definition of "SBC Group".

"Severable" shall mean, with respect to any Alteration, any Alteration that can be readily removed from a Site or portion thereof without damaging it in any material respect or without diminishing or impairing the value, utility, useful life or condition that the Site or portion thereof would have had if such Alteration had not been made (assuming the Site or portion thereof would have been in compliance with this Sublease without such Alteration), and without causing the Site or portion thereof to become "limited use property" within the meaning of Rev. Proc. 76-30, 1976-2 C.B. 647. Notwithstanding the foregoing, an Alteration shall not be considered Severable if such Alteration is necessary to render the Site or portion thereof complete for its intended use by TowerCo (other than Alterations consisting of ancillary items of equipment of a kind customarily furnished by lessees of property comparable to the Site or portion thereof).

"Site" means any site now or hereafter subject to this Sublease, including without limitation: (i) any initial Site which is subject to this Sublease as of the date hereof as described in Exhibit A (the "Initial Sites"); 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, the Tower, the Improvements (excluding Severable Alterations) and Non-Severable Alterations, 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, which shall be the date of this Sublease with respect to the Initial Sites and the date as set forth in the applicable Site Designation Supplement with respect to all other Sites.

"Site Designation Supplement" means, as to any Site, a supplement to this Sublease, in substantially the form of Exhibit B attached hereto, pursuant to which such Site is made subject to this Sublease, and the subleased portions thereof added to the Subleased Property. All representations and warranties made by SBC with respect to a Site shall be deemed made as of the date such Site is made subject to this Sublease.

"Site Expiration Date" means, (i) as to any Owned Site, the Site Expiration Outside Date and (ii) as to any Leased Site, the sooner to occur of one day prior to the expiration of the relevant Ground Lease (as the same may be extended or renewed pursuant to the terms hereof, including Section 3(f) hereof), and the Site Expiration Outside Date.

"Site Expiration Outside Date" means, as to any Site, the date certain set forth in Exhibit A or the Site Designation Supplement as the "Site Expiration Outside Date".

"Site Term Year" means, as to each Site, the one (1) year period commencing on the Site Commencement Date, and ending on the day immediately preceding the first anniversary of the Site Commencement Date, and each succeeding one (1) year period during the term of this Sublease.

"Space Subtenant" means, as to any Site, any Person (including SBC and any SBC Affiliate 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 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 owned by such Space Subtenant.

"Sublease" means this Lease and 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 one year period commencing on the date hereof.

"Subleased Property" means each Site that is now or hereafter subject to this Sublease, including the Land, Tower and Improvements thereof, less and except in each instance, Space Subtenant's Improvements, and SBC's Improvements on such Site. The Parties agree that the Subleased Property includes the Reserved Space which is being leased back to SBC (for itself and for the benefit of the SBC Affiliates) as hereinafter provided.

"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).

"Sublessor" means, as to each Site, the SBC Affiliate that either: (i) owns fee simple title thereto; or (ii) holds a leasehold interest, leasehold estate, easement, license or other possessory interest therein pursuant to a Ground Lease.

"Sublessor Alteration" has the meaning set forth in Section 24(a) hereof.

"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 or damage as a result of a casualty, leaves the untaken portion unsuitable for the continued feasible and economic operation of such Site for the Permitted Use.

"Substitution" means the relocation by SBC or an SBC Affiliate 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.

"Tax Assumptions" has the meaning set forth in Section 39(a)(1) hereof.

"Tax Claim" has the meaning set forth in Section 39(d) hereof.

"Tax Indemnitee" has the meaning set forth in Section 39(a)(3)(i) hereof.

"Tax Indemnity Notice" has the meaning set forth in Section 39(a)(3)(i) hereof.

"Tax Loss" has the meaning set forth in Section 39(a)(3)(i) hereof.

"Tax" and "Taxes" has the meaning set forth in Section 39(b)(1) hereof.

"Taxes and Assessments" means, as to each Site, any and all of the following levied, assessed or imposed upon, against or with respect to 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 SBC's or any SBC Affiliate's Communications Equipment or SBC's Improvements; (ii) charges made by any public or quasi-public authority for improvements or betterments related to the Site (other than SBC's Improvements);
(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 SBC's or an SBC Affiliates' interest in the Site or this Sublease (other than income or franchise taxes or any future tax which is established in lieu of income or franchise taxes); and (v) any other Governmental or quasigovernmental 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 Communications Equipment owned by SBC or any SBC Affiliate or the SBC's Improvements.

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

"Total Sites" means the aggregate number of Sites now or hereafter subject to this Sublease.

"Tower" means a wireless transmissions tower structure or structures on a Site.

"TowerCo" has the meaning set forth in the Preamble.

"TowerCo Indemnitee" means TowerCo, its Affiliates, and the respective directors, officers, employees, and agents of TowerCo or its respective Affiliates.

"TowerCo Parent" has the meaning set forth in the Preamble.

"TowerCo Work" has the meaning set forth in Section 12(b) hereof.

"Valuation Process" has the meaning set forth in Section 3(i) hereof.

"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.

"Wireless Guarantor" has the meaning set forth in the Preamble.

"Withdrawal Date" means the effective date of SBC's or an SBC Affiliate's election to terminate its leaseback of the Reserved Space pursuant to a Withdrawal Notice.

"Withdrawal Notice" means a notice given by SBC or an SBC Affiliate pursuant to Section 9 exercising the Withdrawal Right.

"Withdrawal Right" means the right of SBC or an SBC Affiliate to elect to terminate its leaseback of the Reserved Space with respect to a Site as described in Section 9 hereof.

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

SECTION 2. Sublease Documents.

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

(i) this Lease and Sublease;

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

Exhibit A        List of Sites Subject to Sublease
Exhibit B        Form of Site Designation Supplement
Exhibit C        Site Maintenance Obligations with respect to
                 Subtenants' Communications Equipment
Exhibit D        SBC Group Members Bound by the Sublease
Exhibit E        Procedures For SBC to Process Tower Requests
                  From TowerCo

(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.

SECTION 3. Subleased Property.

(a) Subject to the terms and conditions of this Sublease, each Sublessor hereby lets, leases and demises unto TowerCo, and except as otherwise provided in Sections 3(h) and 22(b), TowerCo hereby leases, takes and accepts from Sublessor the Subleased Property of all of the Sites owned or leased by such Sublessor, in its "AS IS" condition, without any representation, warranty or covenant of or from SBC or any SBC Affiliate whatsoever as to the condition thereof or the suitability thereof for any particular use, except as may be expressly set forth herein or in the Agreement to Sublease. To SBC's knowledge, the Towers are satisfactory in all material respects for SBC's and its Affiliates' continuing use consistent with its Permitted Use of such Towers. Except as set forth herein, TowerCo hereby acknowledges that neither SBC nor any Affiliate or agent of SBC 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 the Sites.

(b) Each Site in addition to the Initial Sites shall be made subject to this Sublease by the execution and delivery of a Site Designation Supplement with respect thereto between Sublessor and TowerCo. SBC 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 individual Sites.

(c) This Sublease is a grant of a leasehold interest in each Owned Site subject to all matters affecting Sublessor's right, title and interest in and to each 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 a grant of a subleasehold interest in each Leased Site subject to all matters affecting title to Sublessor's leasehold interest, leasehold estate or other possessory interest

therein (including without limitation, Existing Subleases and the interests of third parties as to any Leased Sites that are subject to Colocation Agreements).

(d) TowerCo hereby acknowledges that, as to the Subleased Property of each Leased Site, this Sublease is a sublease by Sublessor under the provisions of, and is subject and subordinate to all of the terms and conditions of, the applicable Ground Lease of such Leased Site. As to any Leased Site, Sublessor shall not be deemed, except as otherwise hereinafter expressly provided in this clause (d), to have assumed any duty or obligation of the Ground Lessor under the applicable Ground Lease and shall not be liable or responsible in any manner whatsoever for any failure of such Ground Lessor to perform any such duty or obligation. TowerCo 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 and, in the event TowerCo fails to pay Ground Rent under any Ground Lease on a timely basis, TowerCo shall be responsible for any late charges, fees or interest payable to the Ground Lessor as a result thereof. Except as provided in Section 3(f) or
3(h), TowerCo shall (and with respect to its activities on the Reserved Space, each Sublessor shall) abide by, comply in all respects with, and fully and completely perform all other terms, covenants, conditions, and provisions of each Ground Lease (including, without limitation, terms, covenants, conditions, and provisions relating to maintenance, insurance and alterations) as if TowerCo were the "ground lessee" thereunder and, to the extent evidence of such performance must be provided to the Ground Lessor of the applicable Ground Lease, TowerCo shall provide such evidence to Sublessor; provided, however, that, except as otherwise hereinafter provided in Section 3(f), TowerCo shall have no obligation, and SBC shall retain the obligation, to provide or cause to be provided any telephone or other telecommunications services required to be provided under the Ground Leases as in effect on the applicable Site Commencement Date or as otherwise expressly agreed to by SBC. TowerCo shall not engage in or permit any conduct that would: (i) constitute a breach of or default under any Ground Lease; or (ii) result in the Ground Lessor being entitled to terminate the applicable Ground Lease or to terminate Sublessor's right as ground lessee under such Ground Lease, or to exercise any other rights or remedies to which the Ground Lessor may be entitled for a default or breach under the applicable Ground Lease. During the Term of this Sublease, and subject to Section 3(f) below, Sublessor agrees to exercise prior to the expiration thereof and in accordance with the provisions of the applicable Ground Lease, any and all renewal options existing as of the applicable Site Commencement Date and as may be further extended or renewed by Sublessor pursuant to the terms of this Sublease, for any Leased Site under the Ground Leases of such Leased Sites; provided, however, that Sublessor shall not be obligated to renew or otherwise extend the term of any applicable Ground Lease in the event such renewal or extension would extend the term of the Ground Lease beyond the Site Expiration Outside Date for such Leased Site unless TowerCo requests otherwise and Sublessor consents to such request (which consent shall not be unreasonably withheld). The applicable Sublessor shall (i) forward to the applicable Ground Lessor all requests for consents and other notices relating to the Permitted Use which TowerCo reasonably wishes to deliver to such Ground Lessor and (ii) deliver to TowerCo all material notices and communications received from the applicable Ground Lessor.

(e) TowerCo shall not be entitled to act as agent for, or otherwise on behalf of, SBC or any SBC Affiliate or to bind SBC or any SBC Affiliate in any way whatsoever in connection with any Ground Lease or otherwise except as otherwise provided in this Section 3.

(f) With respect to any negotiations with a Ground Lessor for the extension or terms of renewal of a Ground Lease (other than a renewal or extension pursuant to an option contained in such Ground Lease which Sublessor is obligated to exercise pursuant to Section 3(d)), TowerCo shall, in cooperation with Sublessor, at TowerCo's sole cost and expense, be responsible for and use commercially reasonable efforts to negotiate and obtain an extension or renewal of the Ground Leases of the Leased Sites on behalf of and for the benefit of Sublessor, and Sublessor shall make commercially reasonable efforts to assist TowerCo in obtaining such extension or renewal, provided that such extension or renewal does not impose any liability on Sublessor for which TowerCo is not responsible (or subsequently agrees to be responsible) under the terms of this Sublease during the Term as to each Site and that neither SBC nor any Sublessor shall have any obligation to provide or cause to be provided telephone or telecommunications services pursuant to Section 3(d) of this Sublease during such extension or renewal. With respect to any amendment, renewal, extension or other change to the Ground Lease desired by TowerCo during the term pursuant to this Section 3, (i) Sublessor shall be entitled to consent to any such change (such consent not to be unreasonably withheld) and (ii) subject to the foregoing, Sublessor shall execute any such amendment, renewal, extension or change within ten (10) days of its receipt thereof from TowerCo without condition and shall bear any and all costs associated with its review. In the event TowerCo determines that it is unable or deems it undesirable to negotiate the terms of renewal or extension of the Ground Lease directly with the Ground Lessor, Sublessor may attempt to negotiate such renewal or extension and TowerCo shall reimburse Sublessor for its reasonable out-of-pocket expenses relating to such negotiation unless TowerCo exercises its termination right provided in the following sentence within the applicable time period. If Sublessor completes the foregoing negotiations for such extension or renewal, the Site Expiration Date shall be extended to the Site Expiration Outside Date set forth in the Site Designation Supplement provided, however, that if in connection with such renewal or extension Sublessor, without the approval of TowerCo, agrees to any increase in Ground Rent over the then-current Ground Rent or agrees to any revenue sharing in excess of existing revenue sharing arrangements, TowerCo shall have the option, exercisable within thirty (30) days of receipt of notice of the extension or renewal, of terminating its subleasehold interests in such Site as of the date the Ground Lease would have expired had Sublessor not extended or renewed such Ground Lease. If Sublessor or TowerCo is not able, after using commercially reasonable efforts, 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 TowerCo Parent agrees that neither it, nor any of its Affiliates, may seek to obtain or hold, any interest in any Ground Lease or its underlying fee interest that is superior or prior to Sublessor's interests in such Ground Lease. SBC or an SBC Affiliate shall have the right to acquire the fee simple interest in the Site from the Ground Lessor whereupon such Site shall be deemed an Owned Site, in which event TowerCo shall have a leasehold interest in such Owned Site. Except as provided in this Section
3(f), or as TowerCo may otherwise agree or direct, during the Term Sublessor shall not take any action to amend or supplement any Ground Lease, other than to

exercise renewals as expressly provided herein which each Sublessor covenants to do as provided above. In addition to the foregoing, Sublessor agrees that it shall use its good faith efforts to cooperate with TowerCo's exercise of (or right to exercise any of) its rights under this Sublease with respect to the Ground Lease and the Ground Lessor, including, without limitation, pursuant to this Section 3.

(g) Subject to Section 18 and Section 25, Sublessor's right to sell, convey, transfer, assign or otherwise dispose of Sublessor's interest in and to any Site
(including Sublessor's interest in and to the Subleased Property of such Site) shall be unrestricted.

(h) Notwithstanding anything to the contrary contained herein, SBC represents to TowerCo that, as of the applicable Site Commencement Date, each Ground Lease for a Leased Site is or will be in full force and effect and Sublessor is not or will not be in default under any such Ground Lease in any material respect as a result of Sublessor's (or any present or former SBC Affiliate's) acts or omissions. Each Sublessor shall perform any obligations under and comply with the terms of each of the Ground Leases, but only if such obligations are expressly reserved to Sublessor for its performance under the terms of this Sublease. Upon receipt by Sublessor 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"), SBC shall, within five (5) business days after receipt of the Default Notice or such shorter time as is reasonably necessary to avoid a termination of such Ground Lease, 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 to, cure or otherwise remedy such default or noncompliance. Notwithstanding anything in this Sublease to the contrary, unless an obligation under a Ground Lease is expressly reserved under this Sublease for performance by a Sublessor, any default referred to in the Default Notice shall constitute a default by TowerCo under this Sublease.

(i) Unless an event of default by TowerCo shall have occurred and be continuing, TowerCo, at its own cost and expense, may from time to time make, subject to the requirements of Section 12, such Alterations that are not required pursuant to
Section 11(a) as TowerCo may deem desirable in the proper conduct of its business, so long as (i) such Alteration shall not disrupt or otherwise adversely affect SBC's or any SBC Affiliate's Permitted Use of the Site or portion thereof and is made in accordance with the requirements set forth in
Section 12 hereof, (ii) such Alteration shall not result in any material respect in (y) the value of the Site or portion thereof being less than the value thereof immediately prior to such Alteration, or (z) the economic life of the Site or portion thereof being less than the economic life of the Site or portion thereof immediately prior to such Alteration, (iii) such Alteration shall not cause the Site or portion thereof to constitute "limited use property" within the meaning of Rev. Proc. 76-30, 1976-2 C.B. 647, and (iv) no Alterations, taken together or separately, shall fail to comply with the provisions of Rev. Proc. 75-21, 1975-1 C.B. 715 or 79-48, 1979-1 C.B. 529.

Notwithstanding anything to the contrary contained in this Section
3(i), TowerCo, at its own cost and expense, may from time to time make Alterations (including, without limitation, Nonseverable Improvements that may be required by Law), which do not comply with subclause (iv) of the immediately preceding sentence ("Non-Conforming Alterations") provided that (i) the Non-Conforming Alterations otherwise satisfy the terms and provisions of this

Section 3(i), and (ii) the applicable Sublessor does not make TowerCo's proposed Non-Conforming Alterations in accordance with the remainder of this Section
3(i). In the event that TowerCo desires to make Non-Conforming Alterations, TowerCo shall submit written notice to the applicable Sublessor describing such proposed Non-Conforming Alterations in reasonable detail. Such Sublessor shall elect whether to make or cause to be made, at such Sublessor's cost and expense, the Non-Conforming Alterations by written notice provided to TowerCo within ten
(10) days after receipt of TowerCo's proposal regarding the Non-Conforming Alterations. Such Sublessor's failure to respond to TowerCo within such ten (10) day period shall be deemed to be such Sublessor's election not to make such Non-Conforming Alterations. In the event such Sublessor elects to make the Non-Conforming Alterations and such Sublessor and TowerCo agree on terms and conditions, including, but not limited to, the amount and timing of rent with respect to such Non-Conforming Alterations ("Additional Rent"), then such Sublessor shall make the Non-Conforming Alterations in accordance with plans and specifications, and according to a time schedule, provided by TowerCo and reasonably acceptable to such Sublessor. In the event that such Sublessor elects, or is deemed to have elected, not to make the Non-Conforming Alterations or such Sublessor and TowerCo shall not have agreed on terms and conditions, TowerCo may make such Non-Conforming Alterations and, notwithstanding anything to the contrary contained in this Sublease (other than the other conditions contained in this Section 3(i)), title to the Non-Conforming Alterations shall without further act or instrument act or instrument vest in TowerCo. Upon the expiration or earlier termination of this Sublease as to a Site at which Non-Conforming Alterations have been made, the following provisions shall apply:
(i) if TowerCo has not exercised its option to purchase such Site and TowerCo has made any Non-Conforming Alterations, the applicable Sublessor may purchase such Non-Conforming Alterations from TowerCo at a price equal to the then fair market value of such Non-Conforming Alterations, (ii) if TowerCo has exercised its option to purchase such Site, TowerCo shall purchase such Site at a purchase price equal to the Option Purchase Price Amount, plus the then fair market value of the Non-Conforming Alterations and/or Sublessor Alterations, if any, made to such Site, and (iii) if TowerCo has not exercised its option to purchase such Site, TowerCo has made Non-Conforming Alterations, and the applicable Sublessor does not purchase such Non-Conforming Alterations from TowerCo, TowerCo shall continue to hold such Non-Conforming Alterations, and all rent and any sales proceeds attributed to such Site thereafter shall be allocated between the applicable Sublessor and TowerCo in accordance with their relative interests in such Site (as determined below). In each of subclauses (i) and (ii) of the immediately preceding sentence, the applicable party shall pay the purchase price in cash or immediately available funds. In each of the subclauses (i) and
(ii), the then fair market value of the Non-Conforming Alterations and/or Sublessor Alterations shall equal the excess of the then fair market value of such Site including such Non-Conforming Alterations and/or Sublessor Alterations over the estimated then fair market value of such Site without such Non-Conforming Alterations and/or Sublessor Alterations. The applicable Sublessor and TowerCo shall attempt, in good faith, to agree on the then fair market value of the Non-Conforming Alterations and/or Sublessor Alterations (or the relative interests of the applicable Sublessor and TowerCo, if applicable) or, alternatively, shall attempt, in good faith, to agree on an independent qualified appraiser to determine such fair market value and the fair market values of the Non-Conforming Alterations and/or the Sublessor Alterations (or the relative interests of the applicable Sublessor and TowerCo, if applicable). Absent agreement on value or on an appraiser within thirty (30) days, each of such Sublessor and TowerCo shall identify an independent qualified appraiser

within ten (10) days thereafter. If either party fails to appoint an appraiser within such ten (10) day period, the appraiser appointed by the other party shall alone determine such fair market value (or relative interests). If two appraisers are appointed and such appraisers cannot agree on the then fair market value (or the relative interests of the applicable Sublessor and TowerCo, if applicable), such appraisers shall identify a third independent qualified appraiser who shall determine the then fair market value of the Non-Conforming Alterations and/or Sublessor Alterations and the relative fair market values of the Non-Conforming Alterations and/or the Sublessor Alterations (or the relative interests of Sublessor and TowerCo, if applicable) (collectively, the "Valuation Process"); provided that if such two appraisers cannot agree on the identity of such third appraiser within ten (10) days after the appointment of the second appraiser, either party may apply to the American Arbitration Association for the appointment of such appraiser. If TowerCo exercises its option to purchase the Site, the fair market value of the Non-Conforming Alterations and/or the fair market value of the Sublessor Alterations shall be paid to the party which made such Alterations.

SECTION 4. Existing Subleases and Colocation Agreements.

(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, by execution of this Sublease or a Site Designation Supplement the applicable Sublessor does 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 any Existing Subleases affecting such Sites and does hereby delegate all of Lessor's duties, obligations and responsibilities under the Existing Subleases to TowerCo for periods occurring from and after the applicable Site Commencement Date. TowerCo does hereby assume and agree to pay and perform all of the duties, obligations, liabilities and responsibilities of Sublessor 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 and commencing on the Site Commencement Date for such affected Site, TowerCo shall receive all rents payable thereunder for periods occurring from and after the Site Commencement Date.

(b) From time to time, SBC shall give TowerCo written notice of the intent of third parties to Colocation Agreements to occupy any Available Space, and promptly following receipt of such notice, TowerCo shall cooperate with SBC and the applicable third party so as to facilitate such third party's occupancy of such Available Space on commercially reasonable terms.

(c) TowerCo shall, and does hereby agree to, indemnify, defend and hold the SBC Indemnitees harmless from, against and in respect of any and all Claims, paid, suffered, incurred or sustained by any SBC Indemnitee and in any manner arising out of, by reason of, or in connection with any failure of the duties, obligations, liabilities and responsibilities of a Sublessor as "sublandlord" or "sublessor" under any of the Existing Subleases affecting each Site and arising from and after the Site Commencement Date for such Site, to be fully and completely performed pursuant to the Existing Subleases, except to the extent caused by an SBC Indemnitee.

(d) Unless TowerCo exercises the purchase option with respect to a Site under
Section 35 hereof, the assignment by each Sublessor to TowerCo of the Existing Subleases in respect of each Site shall automatically terminate and expire, such Existing Subleases (together with any Space Subtenant sublease which has a term extending beyond the expiration of the Term as permitted under Section 24(c) hereof or, in the case of a termination due to an event of default by TowerCo, as to which a non-disturbance agreement has been entered into pursuant to
Section 21(c)) shall automatically be (or be deemed) reassigned or assigned, as the case may be, to each Sublessor or its designee, and each Sublessor or its designee shall accept such reassignment or assignment, as the case may be, upon the expiration of the Term of, or earlier termination of, this Sublease in respect of such Site.

SECTION 5. Reserved Space.

(a) TowerCo and each Sublessor expressly acknowledges that, the Reserved Space of each Site shall, at all times during the Term of this Sublease, be deemed to be leased or subleased to TowerCo pursuant hereto and leased back to the applicable Sublessor pursuant hereto for the exclusive possession and use by such Sublessor (or the SBC Affiliate which conducts its wireless activities at the Reserved Space) whether or not such Reserved Space is now or hereafter occupied. As an appurtenance to, and a part of, the Reserved Space of each Site, each Sublessor (for the benefit of SBC or any SBC Affiliate) also reserves: (i) the right of ingress to and egress from the entire Site, and access to the entire Tower and all Improvements to such Site and Tower (including any and all easements), at such times (on a 24-hour, seven (7) day per week basis unless otherwise limited by the Ground Lease or other restrictions of record that have priority over the Sublease), to such extent, and in such means and manners (on foot or by motor vehicle, including trucks and other heavy equipment), as SBC deems necessary or desirable in connection with its or an SBC Affiliate's full use and enjoyment of the Reserved Space, including, without limitation, the construction, installation, use, operation, maintenance, repair and replacement of its Communications Facility thereon; and (ii) the right to use any portion of the Subleased Property of a Site, including the Land and Improvements thereof, for purposes of temporary location and storage of any equipment (including Communications Equipment) and any part thereof in connection with performing any repairs or replacements of such Person's Improvements; provided, however, that such storage shall not have a material adverse effect on Space Subtenants' Permitted Use.

(b) Subject to the availability of Available Space on the applicable Tower at the time of the proposed expansion, SBC may at any time expand the Reserved Space on up to three hundred (300) Towers by the addition or replacement of Communications Equipment on such Tower up to an additional fifteen percent (15%) of the total tower loading on such Tower; provided that as a result of the exercise of such expansion right SBC or the SBC Affiliate which occupies the Reserved Space shall not be entitled to occupy more than two (2) platforms on any Tower. (For the avoidance of doubt, if SBC or the SBC Affiliate which occupies the Reserved Space occupies one (1) platform at the time of expansion, SBC or the SBC Affiliate which occupies the Reserved Space may expand to occupy only one additional platform, and if SBC or the SBC Affiliate which occupies the Reserved Space occupies two (2) platforms at the time of such expansion, SBC or the SBC Affiliate which occupies the Reserved Space may expand on one or both of the platforms it then occupies but may not expand to occupy an additional, third platform.) SBC may exercise the foregoing expansion right for itself or for the use and benefit of any SBC Affiliate.

(c) Without limiting SBC's (and the SBC Affiliates') rights under Section 24(a) hereof and subject to the availability of Available Space on the applicable Tower at the time of the proposed expansion, SBC shall have the further right to expand the amount of equipment on the Towers beyond the first three hundred
(300) Towers, provided that SBC shall pay TowerCo as additional Leaseback Charge $100 per month per panel/antenna or space equivalent of one panel/antenna, but in no event in an amount to exceed $1600 per platform, or if SBC locates any such expanded equipment on a platform which is not already occupied by SBC's Communication Equipment, not to be less than $1200 per any such additional platform (except with respect to microwave dishes and related equipment), such amount to be in addition to the SBC Leaseback Charge due and payable to TowerCo pursuant to Section 10. Such amounts shall increase each year after the date hereof five percent (5%) per year, until the tenth anniversary of the applicable Site Commencement Date and thereafter pursuant to Section 10(f). SBC may exercise the foregoing expansion right for itself or for the use and benefit of any SBC Affiliate.

(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 SBC or an SBC Affiliate as of the applicable Site Commencement Date for such Site for the use, enjoyment, operation or maintenance of Communications Facility on such Site for the Permitted Use. If at any time between the date hereof and the applicable Site Commencement Date, SBC or an SBC Affiliate elects to increase the amount of equipment on a Tower on a Site, then SBC shall have an option, exercisable at its sole discretion upon written notice to TowerCo prior to the applicable Site Commencement Date, to (i) count such Tower toward three hundred (300) Towers in accordance with Section 5(b) and pay the amount of SBC Leaseback Charge determined in accordance with Section 10(b) with respect to such Site, or (ii) pay TowerCo, the amount of SBC Leaseback Charge determined in accordance with
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. If, as to any Sites, SBC or any SBC Affiliate desires to exercise its Right of Substitution pursuant to Section 24(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 SBC or such SBC 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 SBC or such SBC Affiliate's antenna mounting hardware in response to the exercise of the Right of Substitution, SBC or such SBC 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 SBC or the applicable SBC Affiliate, so as to accommodate the requested relocation; provided that SBC or such SBC 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.

(f) If SBC or any SBC Affiliate desires to add or relocate any antennas to the Tower location of any Site, the provisions of Sections 24(a)(i) and (a)(ii) shall apply. 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 SBC's or such SBC Affiliate's cost and expense, unless the Parties otherwise agree.

SECTION 6. Permitted Use.

(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 SBC or the SBC Affiliates) or the public in such manner as might reasonably tend to impair Sublessor'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 SBC or an SBC Affiliate), or of implied dedication of such Subleased Property, or any portion thereof. Nothing contained in this Sublease and no action or inaction by SBC or an SBC Affiliate shall be deemed or construed to mean that Sublessor 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 Sublessor in any Site.

(c) SBC shall not use, or permit to be used, the Reserved Space of any Site, or any portion thereof, by SBC, any SBC Affiliate, any other Person (other than TowerCo and Space Subtenants) or the public in such manner as might reasonably tend to impair TowerCo's right as a sublessor with respect to 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 SBC or any SBC Affiliate thereof 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 leasehold estate of TowerCo in any Site.

SECTION 7. Access.

The Subleased Property of a Site includes, as an appurtenance thereto, a non-exclusive right for access to the Subleased Property of each Site on a 24-hour, seven (7) day per week basis, on foot or motor vehicle, including trucks and other heavy equipment, for the installation and maintenance of the Tower and Improvements thereof and the Communications Facilities of Space Subtenants. The Parties acknowledge and agree that the right to access the

Subleased Property of each Site, or any portion thereof, granted pursuant to this Section 7 shall be granted to TowerCo and its authorized contractors, subcontractors, engineers, agents, advisors, consultants, representatives, or other persons authorized by TowerCo and, under TowerCo's direct supervision, and to Space Subtenants, subject to any restrictions contained in the applicable Ground Lease.

SECTION 8. Term.

(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.

(b) No surrender by TowerCo to the Sublessor 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 such Sublessor, and no act by such Sublessor, 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 SBC, (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 (other than any Space Subtenants under an Existing Lease or under a sublease entered into pursuant to Section 24(c) hereof which has a term that extends beyond the termination or expiration of this Sublease or as to which a non-disturbance agreement has been entered into pursuant to Section 21(c)) to stop and cease, the operation of its Communications Facilities on such Site and shall remove all of TowerCo's Severable Alterations from such Site and restore each Site substantially to the condition it was in on the applicable Site Commencement Date, subject to the addition of any permitted Non-Severable Alterations. Any Severable Alterations not removed by TowerCo within said 15-day period shall be deemed abandoned by TowerCo and title thereto shall automatically, without further action, vest in the Sublessor of such Site.

SECTION 9. Withdrawal.

(a) Notwithstanding anything to the contrary contained herein, SBC will have the Withdrawal Right for the benefit of itself or any SBC Affiliate, exercisable in respect of any Site on the tenth anniversary of the applicable Site Commencement Date and on each five-year anniversary of such date thereafter. To exercise any such Withdrawal Right, SBC shall give TowerCo written notice of such exercise not less than ninety (90) days, in the case of the exercise of a Withdrawal Right in respect of less than twenty percent (20%) of all Sites now or hereafter under this Sublease and one hundred eighty (180) days, in the case of the exercise of a Withdrawal Right in respect of twenty percent (20%) or more of all Sites now or hereafter under this Sublease, prior to any such anniversary (the "Withdrawal Notice"). If SBC exercises the Withdrawal Right as to any Site, SBC shall not be required to pay the SBC Leaseback Charge with respect to such Site for the period occurring after the Withdrawal Date and the Withdrawal Date as to such Site shall be the date specified in the applicable Withdrawal Notice. Not later than the Withdrawal Date of any Site, SBC or the applicable SBC Affiliate shall vacate the Reserved Space of such Site if such Reserved Space is occupied

whereupon SBC's or the applicable SBC Affiliate's sublease of such Reserved Space pursuant hereto and SBC's or the applicable SBC Affiliate's right to occupy and use the Reserved Space of such Site as a sublessee hereunder shall be terminated. At the request of either SBC or TowerCo, the appropriate parties shall enter into documentation, in form and substance reasonably satisfactory to such parties, evidencing any withdrawal effected hereunder.

(b) In addition to and not in limitation of any right of SBC under Section 9(a), SBC 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 SBC Affiliate to occupy such Site, so long as SBC continues to pay the SBC Leaseback Charge in respect of such Site.

SECTION 10. Rent and SBC Leaseback Charge.

(a) TowerCo shall prepay Rent (other than Additional Rent) in respect of the Subleased Property of each Site, for the entire Term on the Site Commencement Date for each Site. Such Rent shall be specifically allocated to rental periods as set forth on the applicable Site Designation Supplement (including Exhibits thereto). TowerCo shall pay Additional Rent in such time, manner and amounts as determined pursuant to Section 3(i) hereof. Each month during the Term as to each Site, SBC shall pay, or cause an SBC Affiliate to pay, the SBC Leaseback Charge in respect of the Reserved Space for such Site which is subject to this Sublease, in advance on or prior to the tenth (10) day of such calendar month, beginning on the Site Commencement Date for such Site.

(b) The following terms shall have the following definitions:

"Rent" means, as to any Site the rental amount prepaid by TowerCo for the leasing of the Sites pursuant to this Sublease and as specified in Exhibit A and any Additional Rent with respect to such Site.

"SBC Leaseback Charge" means, as to any Reserved Space, the monthly rental amount payable to TowerCo for the leaseback of the Reserved Space on such Site to SBC pursuant to this Sublease equal as to any Site in any Site Term Year, an amount equal to $1,400 per month subject to an increase of the lesser of (x) the applicable CPI Change plus four percent (4%) or (y) five percent (5%) per year (but never less than zero percent (0%)) on each anniversary of the Effective Date.

(c) TowerCo shall pay upon demand a late charge of five percent (5%) of any amount payable by TowerCo under the provisions of this Sublease which is not paid within ten (10) days after the date the same is due; provided, however, that the late charge shall not be assessed in respect of the first late payment occurring in any Site Term Year.

(d) If the Site Commencement Date for any Site is a day other than the first day of a calendar month, the applicable SBC Leaseback 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 SBC Leaseback Charge for the first full calendar month of the Term, on the first day of the first calendar month following such Site Commencement Date.

(e) SBC shall pay upon demand a late charge of five percent (5%) of any SBC Leaseback Charge payable by SBC under the provisions of this Sublease which is not within ten (10) days after the date the same is due; provided, however, that the late charge shall not be assessed in respect of the first late payment occurring in any Site Term Year. Notwithstanding the foregoing, if SBC fails to pay (or fails to cause to be paid) any portion of a SBC Leaseback Charge because SBC, acting in good faith, reduced the amount of SBC Leaseback Charge payable to TowerCo due to a mistaken belief that it was entitled to Reimbursable Maintenance Expenses under Section 29(a), no late charge shall be payable in respect thereof.

(f) Notwithstanding anything to the contrary contained herein, if after the tenth (10th) anniversary of the applicable Site Commencement Date, the then current SBC Leaseback Charge payable to TowerCo with respect to any Site is below the market rate agreed upon by the Parties at the time of determination, then such SBC Leaseback Charge shall automatically be increased on such anniversary and on each anniversary thereafter, based on the CPI Change effective as of date of such anniversary. If, however, the then SBC Leaseback Charge payable to TowerCo with respect to such Site is above the market rate, then such SBC Leaseback Charge shall be automatically reset at ninety percent
(90%) of such agreed upon market rate effective as of such tenth (10th) anniversary of the applicable Site Commencement Date 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 Commencement Date. If the Parties are unable to agree upon the market rate, then SBC shall have an option, exercisable by written notice to TowerCo, to exercise its Withdrawal Right in accordance with Section 9(a).

SECTION 11. Condition of the Sites and Obligations of TowerCo.

(a) TowerCo acknowledges that, as between TowerCo and SBC, in respect of each Site, TowerCo has the obligation, right and responsibility to repair and maintain such Site except as otherwise provided herein, 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 all applicable Laws and 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 SBC or any SBC Affiliates, shall monitor, maintain and repair each Site such that SBC and the SBC Affiliate and Space Subtenants may utilize such Site to the extent permitted herein, including, without limitation, the markings on each Tower 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 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 unless such non-compliance occurs on or prior to the Site Commencement Date for any such Site (in which event SBC or the applicable SBC Affiliate shall be responsible for such fines, levies and/or other penalties). TowerCo shall cause Space Subtenants to maintain and repair all Communications Equipment on each Site, in accordance with the requirements of this Sublease including without limitation

as set forth in Exhibit C; provided, however, that nothing in this Sublease shall require TowerCo to maintain SBC's or any SBC Affiliate's Communications Equipment. Without limiting the foregoing, TowerCo at its own cost and expense, shall make (or cause to be made) all Alterations to the Sites as may be required from time to time to meet in all respects the requirements of applicable Laws (regardless of the Person upon whom such requirements, by their terms, are nominally imposed) except for the maintenance and repair work to be performed by SBC in accordance with clause (c) of this Section 11.

(b) For each Site, TowerCo, at its sole cost and expense, shall provide SBC all necessary and appropriate information requested by SBC for SBC to obtain (and SBC will obtain within a reasonable amount of time) all of the certificates, permits, and other approvals which may be required in connection with FCC or FAA regulations. TowerCo shall also provide SBC all appropriate information requested by SBC pertaining to any easements or consents which are required from any third parties with respect to the operation of such Site, including the lighting system serving such Site, SBC shall cooperate with TowerCo in connection therewith, as contemplated by Section 17. Nothing in this Sublease shall require TowerCo to provide any information necessary for SBC to obtain any certificate, permit or other approval relating specifically and only to SBC'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 TowerCo has breached its obligation under this Section 11(b), then SBC 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 demand reimbursement for any expenses incurred in connection therewith from TowerCo, and/or to terminate this Sublease as to such Site subject to Sections 29 and 30.

(c) The following provisions shall apply with respect to the lighting systems serving the Sites:

(i) SBC agrees to monitor the lighting system serving such Site and will notify (a) the appropriate FAA service office of any lighting failure within thirty (30) minutes of discovering such failure, and (b) TowerCo within sixty (60) minutes of discovering such failure. In the event of any such failure, SBC agrees, as soon as practicable, to begin a diligent effort to repair the failed lighting on an Emergency basis, and to notify TowerCo and the appropriate FAA service office upon successful completion of the repair. In addition, SBC shall maintain and repair (within any applicable time periods under applicable Laws) all lighting systems and light monitoring devices at each Tower (excluding any additional devices installed by TowerCo pursuant to this clause (c)) notwithstanding that such systems and devices are being leased or subleased to TowerCo with each Tower. SBC shall be reimbursed for actual reasonable, out-of-pocket costs and expenses incurred in connection with the maintenance and repair of the lighting systems and monitoring devices at each Tower. SBC shall periodically provide TowerCo with an invoice for such costs (which shall include a copy of an itemized invoice from any third party providing services or materials in connection with the work in question), which amount shall be paid by TowerCo within thirty (30)

days of TowerCo's receipt of such invoice. TowerCo shall have the right, at its own expense, to perform an audit of such actual costs by requesting reasonable evidence of actual costs and expenses incurred. Notwithstanding the foregoing, TowerCo's obligation to reimburse SBC shall not exceed the estimated amount which TowerCo would have incurred in maintaining and repairing the lighting system serving such Site in accordance with TowerCo's customary procedures with respect to such repair and maintenance, such estimates to be supported by invoices or other information reasonably satisfactory to SBC. SBC agrees to indemnify, defend and hold TowerCo harmless from and against any Claims arising out of or by reason of its failure to comply with the monitoring, notice and repair requirements contained in this
Section 11(c) unless such Claims arise out of or by reason of TowerCo's gross negligence or willful misconduct. At SBC's election and upon reasonable notice to TowerCo, SBC may require TowerCo to assume the monitoring, maintenance and repair obligations with respect to the Tower lighting systems and the light monitoring devices on all or a portion of the Sites subject to this Sublease at TowerCo's expense, and TowerCo shall perform such obligations in accordance with the standards hereinabove applicable to SBC's performance of such services. If SBC makes such election, TowerCo agrees to indemnify, defend and hold SBC harmless from and against any Claims arising out of or by reason of its failure to comply with the monitoring, notice and repair requirements contained in this Section 11(c) unless such Claims arise out of or by reason of SBC's gross negligence or willful misconduct. Without in any way affecting SBC's obligations relating to lighting during the entire Term, TowerCo and/or the Space Subtenants shall have the right, at its expense, to install and maintain equipment for the purpose of monitoring (x) the lighting system serving the Tower or the Improvements of each Site, and/or (y) any device of SBC's used to monitor the lighting system serving each Tower. At TowerCo's election, SBC shall (i) provide TowerCo a data feed at cost and on other terms to be agreed upon (x) from SBC's alarm points for the lighting control device(s) serving the Tower (it being understood that these devices will be leased or subleased to TowerCo with each Tower, but that SBC will be responsible for the repair and maintenance of the devices and their wiring) 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 SBC's regional switching (it being understood that TowerCo shall be responsible for providing its own dedicated telephone lines to the Site and that these monitoring devices will generally be subleased to TowerCo with each Tower, provided that SBC 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). In addition, at TowerCo's reasonable request SBC shall replace or permit TowerCo to replace any tower lighting system and tower lighting monitoring system that experiences recurring maintenance or repair problems at TowerCo's cost and expense in accordance with a budget reasonably approved by SBC and TowerCo. In addition to and not in limitation of Section 30(b), if SBC defaults under this Section 11(c), TowerCo, in addition to its other remedies pursuant to this Sublease (at law or in equity), may elect to take appropriate action to notify the appropriate FAA service office of any lighting failure which SBC fails to report, or to repair or replace any lights or monitoring equipment which SBC fails to repair or replace within the time period required under applicable Laws and invoice SBC for its actual reasonable, out-of-pocket costs and expenses.

(c) Without limiting TowerCo's obligations under this Section 11 and the other provisions of this Sublease, the Parties acknowledge that SBC and the SBC Affiliates are licensed by the FCC to provide telecommunications services and that the Sites are used to provide those services. Nothing in this Sublease shall be construed to transfer control of any FCC authorization held by SBC or the SBC Affiliates to TowerCo or to limit the right of SBC and the SBC Affiliates to take all necessary actions to comply with their obligations as an FCC licensee or with any other legal obligations to which they are or may become subject.

SECTION 12. Requirements for Alterations; Title to Alterations; Addition of Equipment; Work on the Site.

(a) All Alterations that are made to a Site (whether required or optional) shall comply with the requirements of clauses (i), (ii), (iii) and (iv) of Section 3(i) hereof. Subject to Section 3(i), title to each Alteration shall without further act or instrument vest in the Sublessor of such Site and be deemed to constitute a part of the Site and be subject to this Sublease provided that any such Alteration is required pursuant to Section 11 (a) or is a Nonseverable Alteration. Title to all other Alterations shall vest in TowerCo. Any such Alteration may be removed by TowerCo, at its own cost and expense, at any time prior to the end of the Term for the applicable Site if such removal will not cause the Site to be in violation of any applicable Law. Any such Alteration may also be removed at the expiration of the Term so long as the Site restored substantially to its condition (normal wear and tear excepted) prior to the making of such Alteration; provided, however, that any Severable Alterations that are not removed from a Site within 15-days after at the time of its surrender by TowerCo shall become the property of the Sublessor of the Site as provided in Section 8(c) hereof.

(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; maintain or repair, or cause Space Subtenants to 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 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 as set out in Section 12(c) hereof have been obtained. SBC shall obtain, and TowerCo shall reimburse SBC in accordance with Section 17(f) for the cost of obtaining, any FCC or FAA permits or approvals relating to TowerCo Work and all other such certificates, licenses, permits, authorizations, consents and approvals shall be obtained by TowerCo at TowerCo's cost and expense.

(ii) TowerCo shall commence and perform the TowerCo Work in accordance with standard operating procedures to be agreed upon by the parties ("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 SBC 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)Unless otherwise permitted to self-insure in accordance with this Sublease, 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) in the case of TowerCo only but subject to Section 23, 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 23 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) Before any TowerCo Work is performed or any antennas or other equipment are added to a Tower by TowerCo or a Space Subtenant other than SBC and the SBC Affiliates, TowerCo shall provide SBC with the information described in Exhibit E ("Procedures For SBC to Process Tower Requests From TowerCo") attached hereto

containing the following information with respect to any antennas or other equipment to be added and the following information, to the extent relevant with respect to any TowerCo Work to be performed, together with any additional information required by Law in order for SBC to make any necessary or appropriate FAA or FCC regulatory filings with respect thereto: Proposed temporary construction height (including any temporary equipment), Effective Radiated Power ("ERP") or Equivalent Isotropically Radiated Power ("EIRP") (if microwave); analysis of Radio Frequency ("RF") Emissions pursuant to FCC Rule 1.1307(b); statement of construction method to be used (crane, gin poke, other); description of devices installed (microwave, cellular, other (e.g. Part 15 device); specification of whether antenna is side mounted or top mounted, and if top mounted, certification that the antenna tip or other equipment is not taller than the top of the existing structure). With respect to any TowerCo Work to be performed, TowerCo also shall provide in such Notice all relevant information regarding the nature of such TowerCo Work. SBC shall promptly make all FAA and FCC regulatory filings as it deems necessary or appropriate in connection with such addition of equipment or TowerCo Work. SBC shall notify TowerCo promptly after the filing of any and all such FAA and FCC regulatory filings and the passage of any additional time required by any governmental entity prior to authorization to add such equipment. After receipt of such notice from SBC, TowerCo or the Space Subtenant, as the case may be, may add such equipment to the Tower or perform such TowerCo Work, provided such addition or TowerCo Work is consistent with the information set forth in the Notice of TowerCo Work or Additional Equipment.

(d) During the Term for each Site, TowerCo shall have access to the air rights over SBC's or the applicable SBC Affiliate's equipment shelters at such Site to install or construct a stacked equipment shelter or similar structure; provided that such stacked shelter or similar structure shall not have an adverse effect on, or interfere with, SBC's or the applicable SBC Affiliate's use of or access to the Site (including the Reserved Space and SBC's Improvements at such Site). TowerCo may submit plans and specifications for stacked equipment shelters or similar structures designed for use with respect to specific types of SBC or SBC Affiliate equipment shelters. Provided SBC shall have approved a particular design and the related plans and specifications, TowerCo shall have the right to install such structure(s) at appropriate Sites to which such design applies. TowerCo shall give SBC no less than (3) three business days prior written notice of the commencement of any such installation.

SECTION 13. Damage to the Site, Tower or the Improvements.

(a) If there occurs a casualty which damages or destroys of all or a Substantial Portion of any Site, then either Party shall have the right to terminate this Sublease as to such Site by written notice to the other Party within thirty (30) days of the occurrence of such casualty whereupon the Term shall automatically expire as to such Site, on the date of such casualty, as if such date were the Site Expiration Date as to such Site.

(b) If less than a Substantial Portion of any Site (including the Tower and Improvements thereon) is damaged or destroyed by casualty, 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 two (2) months after the date of the damage and, thereafter, if and to the extent required by this Section 13, 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 13.

(c) All Proceeds of TowerCo's insurance shall be held by TowerCo for the mutual benefit of TowerCo and Sublessor 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 of TowerCo's insurance 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 Sublessor. If the cost of Restoration exceeds the Proceeds of TowerCo's insurance, TowerCo shall pay the excess cost.

(d) Without limiting TowerCo's obligations hereunder in respect of a Site subject to a casualty, in the event TowerCo is required to cause the Restoration of a Site that has suffered a casualty, TowerCo shall make available to SBC (or its Affiliate occupying space on such Site) a portion of the Subleased Property of such Site for the purpose of such Person locating a temporary communications facility, such as a "cell on wheels", and shall give such Person priority over Space Subtenants at such Site as to the use of such portion; provided, however, that: (i) the placement of such temporary communications facility does not interfere in any material respect with TowerCo's Restoration and repair of such Improvements or the operations of any Space Subtenant; (ii) such Person obtains any permits and approvals, at such Person's cost, required for the location of such temporary communications facility on such Site; and (iii) there is available space on the Site for placing such temporary communications facility.

(e) The foregoing provisions of this Section 13 apply only to damage of each Site by fire, casualty or other cause occurring after the applicable Site Commencement Date.

(f) If SBC or its Affiliate damages any Site as a result of SBC's or such Affiliate's negligent or wrongful act or omission, or failure to perform its obligations under this Sublease, SBC or its Affiliate will, at its sole expense, promptly repair and restore the Subleased Property of such Site to its respective condition prior to such damage.

(g) If TowerCo fails to complete the Restoration of the Subleased Property, of any Site required under this Sublease within two (2) months after the date of the damage, SBC may terminate this Sublease as to the applicable Site upon giving TowerCo written notice of its election to terminate within fifteen (15) days following the expiration of such time period, provided, however, that if TowerCo's failure to complete such Restoration within such two (2)-month period is caused by: (i) failure to obtain a new permit, or (ii) TowerCo's inability to have access to the affected Site, such 2-month period shall be extended accordingly in order to allow TowerCo to complete the Restoration.

(h) This Section 13(h) shall be deemed an express agreement governing any damage or destruction of any Site by fire or other casualty, and Section 227 of the Real Property Law of the State of New York providing for such a contingency in the absence of an express agreement and any other law of like import now or hereafter in force, shall have no application.

SECTION 14. Space Subtenants; Interference.

(a) TowerCo acknowledges and agrees that TowerCo will not permit the addition of any Space Subtenants (other than SBC or the SBC Affiliates in respect of any Available Space) at the Subleased Property of any Site to adversely affect SBC'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 SBC or the SBC Affiliates in respect of any Available Space or Reserved 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, or violates, any applicable Laws or is not made or installed in accordance with good engineering practices (and TowerCo shall require any Space Subtenant who subleases or licenses Available Space on any Tower to covenant to comply with the foregoing); or (ii) implement a configuration which interferes with the operation of SBC's or the SBC Affiliate's Communications Equipment on such Site or the Reserved Space thereof.

(c) In the event any Space Subtenant installs or operates any Communications Equipment which is not authorized by, or in violation of, any Laws, TowerCo shall cause such Space Subtenant to remove such Communications Equipment promptly, failing which TowerCo shall remove such Communications Equipment.

(d) In the event of any interference occurring as a result of actions of TowerCo or Space Subtenants described in Sections 14(b) above as to the Subleased Property of any Site, TowerCo shall be responsible for coordinating and resolving any such interference problems caused by TowerCo or Space Subtenants (other than SBC or any SBC Affiliate in respect of any Available Space), including, without limitation, using its best efforts to correct and eliminate the interference within forty-eight (48) hours of receipt of notification from SBC and perform an interference study in accordance with industry-standard procedures. If the interference cannot be corrected or eliminated within such 48-hour period, TowerCo shall cause, at TowerCo's option, any of TowerCo's or Space Subtenants' (other than SBC or any SBC Affiliate in respect of any Available Space) Communications Equipment or Communications Facility that interferes with the operation of SBC's or any SBC Affiliate's Communications Facility's authorized frequency spectrum or signal strength, to be immediately powered down or turned off, with the right to turn such interfering equipment or facility back up or on only during off-peak hours specified by SBC in order to determine whether such interference continues or has been eliminated; provided, however, that if any interference continues at the time the power output of the interfering equipment is powered down, the Communications Equipment that interferes with the operation of SBC's or any SBC Affiliate's Communication Facility or Reserved Space shall be turned off. If TowerCo or any Space Subtenant (other than SBC or its Affiliates in respect of any Available Space) cannot correct or eliminate, to the satisfaction of SBC, such interference within twenty (20) days of receipt of written notice from SBC, TowerCo shall or shall cause such Space Subtenant (other than SBC or any SBC Affiliate in respect of the Available Space) to cease the operations of the objectionable Communications Equipment and to 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.

(e) SBC and the SBC Affiliates shall not: (1) 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) In the event of any interference occurring as a result of actions of SBC or an SBC Affiliate described in Section 14(e) above as to any Site, SBC shall be responsible for coordinating and resolving any such interference problems caused by SBC or an SBC Affiliate, including, without limitation, using its best efforts to correct and eliminate the interference within forty-eight (48) hours of receipt of notification from TowerCo. If the interference cannot be corrected or eliminated within such 48-hour period, SBC shall cause any of SBC's or the SBC Affiliate's Communications Equipment or Communications Facility that interferes with the operation of TowerCo's or any Space Subtenant's Communications Facility's authorized frequency spectrum or signal strength, to be immediately powered down or turned off, with the right to turn such interfering equipment or facility back up or on only during off-peak hours specified by TowerCo or the affected Space Subtenant in order to determine whether such interference continues or has been eliminated; provided, that if any interference continues at the time the power output of the interfering equipment is powered down, the Communications Equipment that interferes with the operation of TowerCo or any Space Subtenant Communication Facility shall be turned off. If SBC or the SBC Affiliate cannot correct or eliminate, to the satisfaction of TowerCo or the affected Space Subtenant, such interference within twenty (20) days of receipt of written notice from TowerCo, SBC or the SBC Affiliate shall cease the operations of the objectionable Communications Equipment and stop providing services from the applicable Communications Facility or the Subleased Property of the applicable Site in its entirety (including the Tower and Improvements) until the interference problems are resolved.

(g) Notwithstanding anything in this Section 14 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 SBC or the SBC Affiliate is the cause of such interference, TowerCo shall be responsible for the performance of its obligations under
Section 14(c) in respect of such interference, and SBC shall be relieved of any obligations under Section 14(e) in respect of such interference, unless and until it is determined that SBC or the SBC Affiliate is the cause of such interference.

SECTION 15. Taxes and Assessments.

(a) TowerCo shall pay all Taxes and Assessments with respect to each Site applicable to all periods occurring after the Site Commencement Date for such Site on or prior to the date on which such Taxes and Assessments are due; provided that TowerCo shall have the right to contest, by proper legal actions or proceedings in good faith any Taxes and Assessments for which TowerCo is responsible hereunder and, if permitted under applicable law, to defer payment

of such Taxes and Assessments pending the outcome of such contest, provided that at the time of the commencement of any such action or proceeding, and during the pendency thereof, (i) no event of default by TowerCo shall have occurred and be continuing, (ii) such contest operates to suspend collection of the contested Taxes and Assessments or claims and is maintained and prosecuted continuously with diligence, (iii) the Site would not be subject to forfeiture or loss by reason of the institution or prosecution of such contest, (iv) TowerCo, shall promptly pay or discharge such Taxes and Assessments and all additional charges, interest, penalties and expenses if such contest is terminated or discontinued adversely to TowerCo, and (v) TowerCo shall keep Sublessor reasonably informed of any such contest. Each Sublessor shall promptly forward to TowerCo upon receipt copies of all bills, invoices, statements, assessments and similar notices regarding Taxes and Assessments. TowerCo shall receive any refunds for Taxes and Assessments paid by TowerCo pursuant to this Sublease. Notwithstanding the foregoing, TowerCo shall not be required to pay any Taxes and Assessments payable with respect to a Leased Site if the applicable Ground Lease provides that the Ground Lessor is responsible therefor without pass-through to the ground lessee and the Ground Lessor actually pays any such Taxes and Assessments. If the Ground Lessor does not pay any such Taxes and Assessments and either Party becomes aware of it, the Parties will, at TowerCo's expense, cooperate and use commercially reasonable efforts to cause the Ground Lessor to pay such Taxes and Assessments.

(b) In the years that include the Site Commencement Date or the Site Expiration Date of this Sublease as to any Site, any Taxes and Assessments (determined without regard to the Term) for which TowerCo is responsible to any SBC Affiliate under this section of this Sublease and that are calculated or assessed on the basis of a time period (e.g., property Taxes assessed annually) shall be prorated proportionately by the number of days in each such period during the time period of assessment that includes the Site Commencement Date or Site Expiration Date, as the case may be. TowerCo's obligations under this
Section 15 to SBC Affiliates shall be limited to that proportionate amount of such Taxes and Assessments attributable to the period during which this Sublease is in effect with respect to such Site.

(c) The Parties acknowledge that Taxes and Assessments required to be paid by TowerCo hereunder ("TowerCo Taxes") and Taxes and Assessments ("Non-TowerCo Taxes") which are not TowerCo's responsibility hereunder (such as personal property taxes with respect to SBC's or any SBC Affiliates' Communications Equipment or personal property taxes with respect to properties not included in the Subleased Property) may not be assessed separately (any TowerCo Taxes and Non-TowerCo Taxes which are not separately assessed, "Commonly-Assessed Taxes"). The parties agree as follows with respect to Commonly-Assessed Taxes: (i) SBC shall prepare all returns with respect to Commonly-Assessed Taxes in the ordinary course and with the same degree of diligence that it exercises with respect to similar tax compliance matters; (ii) upon the preparation of such returns, SBC shall submit each such return (together with all relevant work papers) to TowerCo for its approval (which approval shall not be unreasonably withheld and shall be limited to matters which bear on the TowerCo Taxes); (iii) TowerCo shall respond to SBC's submission not later than fifteen (15) days following the date on which SBC submits each such return for TowerCo's approval (with failure to respond being deemed approval of such return); (iv) in the event that any adjustment of a return is necessary, SBC shall take reasonable steps to make such adjustment(s) (which shall be subject to the same approval

process provided in clauses (ii) and (iii) above) including, if necessary, by filing an amended return; and (v) TowerCo's share of such Commonly-Assessed Taxes shall be determined based on the underlying facts and circumstances, taking into account the basis for accessing such Commonly-Assessed Taxes in the relevant jurisdiction at the time, subject to the agreement of SBC and TowerCo each of which shall seek such agreement in good faith. TowerCo shall reimburse SBC or the applicable Sublessor for TowerCo's share of Commonly-Assessed Taxes within 30 days after request, which request shall be accompanied by the relevant portions of the applicable tax return and all relevant work papers. If the Parties cannot agree on the allocation of any Commonly-Assessed Taxes or on the manner of paying or reporting the same, the Parties shall submit the dispute to an independent accounting firm acceptable to the Parties, and the resolution of such firm (which resolution shall be consistent with the foregoing provisions of this Section 15(c)) shall be binding on the Parties. TowerCo and SBC shall each bear 50% of the cost of such determination. TowerCo and SBC shall cooperate with each other, and make available to each other such information as shall reasonably be necessary, in connection with the preparation of tax returns for Commonly-Assessed Taxes and any audit or judicial or administrative proceeding relating to the same. The Parties shall retain information relating to Commonly-Assessed Taxes for a period of four years following the close of the taxable year to which information relates, provided that in the case of an audit or proceeding relating to Commonly-Assessed Taxes the relevant information shall be retained until there is a final adjudication of the same.

SECTION 16. Utilities.

TowerCo shall make all arrangements for, and thereafter shall pay, or cause to be paid, when due all charges for connection of all utilities and services to such Site for the use of Space Subtenants, including, but not limited to, electricity, telephone, power, and other utility used or consumed by Space Subtenants of such Site. As among SBC (together with the SBC Affiliates) and all new Space Subtenants, TowerCo shall cause utility charges to be separately metered, and SBC or the SBC Affiliate (as the case may be) shall be separately responsible for its own utility charges.

SECTION 17. Governmental Permits.

(a) In addition to and not in limitation of the provisions of Section 11(a) of this Sublease, TowerCo shall, at its own cost and expense, provide SBC all necessary and appropriate information requested by SBC for SBC to obtain and maintain in effect all certificates, permits, licenses and other approvals relating to FAA or FCC regulations and TowerCo shall, at its own cost and expense, obtain and maintain in effect all certificates, permits, licenses and other approvals (other than those relating to FCC and FAA regulations) and comply with all Laws, required or imposed by governmental authorities (other than those relating to FCC or FAA regulations), in connection with the operation and maintenance of the Subleased Property of each Site (including Tower and Improvements thereon). As part of TowerCo's obligation to provide information, TowerCo shall provide SBC access to data, including resistance changes, necessary to monitor the lighting systems at each Site to the extent in TowerCo's possession.

(b) TowerCo shall cooperate with SBC in SBC's efforts to obtain and maintain in effect any certificates, permits, licenses and other approvals and to comply with any Laws required or imposed on SBC or the SBC Affiliates by governmental authorities, applicable to the Reserved Space of each Site.

(c) SBC shall, at its own cost and expense, obtain and maintain in effect all certificates, permits, licenses and other approvals and 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, FCC regulations. With the cooperation of TowerCo set out in Section 17(a) hereof, SBC, at TowerCo's cost and expense, also shall obtain and maintain in effect all certificates, permits, licenses, and other approvals required or imposed by governmental authorities in connection with FAA or FCC regulations relating to the operation and maintenance of the Subleased Property of each Site (including the Towers and Improvements thereon). The cost of obtaining and maintaining such FCC or FAA permits or approvals shall be reimbursed to SBC in accordance with Section 17(f).

(d) SBC shall cooperate with TowerCo in TowerCo's efforts to provide required information and to comply with all Laws required or imposed by governmental authorities, applicable to each Site.

(e) SBC shall be afforded access to all of TowerCo's records, books, correspondence, instructions, blueprints, permit files, memorandum and similar data relating to the compliance of the Towers with all applicable Laws or if SBC otherwise provides reasonable justification therefore, except privileged documents or where disclosure is prohibited by law. TowerCo shall also provide SBC with an electronic interface or other real time access to TowerCo's Tower administration database which shall enable access to detailed information concerning collocations. Such information shall be open for inspection and copying upon reasonable notice by SBC, at its cost, and its authorized representatives at reasonable hours at TowerCo's principal office and shall be retained by TowerCo for period of three (3) years after the expiration of this Sublease.

(f) The cost of SBC's obtaining and maintaining all FCC and FAA permits and approvals relating to the operation and maintenance of the Subleased Space (excluding the Reserved Space) and TowerCo Work shall be borne by TowerCo in accordance with Sections 12(b)(i) and 17(c) (the "Reimbursable Costs"). SBC and TowerCo have agreed on the Reimbursable Costs pursuant to a separate agreement. SBC shall provide TowerCo with an invoice for Reimbursable Costs on a monthly basis, which amount shall be paid by TowerCo to SBC within ten (10) business days of TowerCo's receipt of such invoice. If the organizational structure of SBC's FCC and FAA compliance department materially changes or the cost of obtaining and maintaining FCC and FAA permits materially changes, the parties agree to use good faith efforts to negotiate modifications to the Reimbursable Costs agreement described above and the respective responsibilities of the parties with respect to FAA and FCC compliance work.

SECTION 18. No Liens.

(a) TowerCo shall not create or permit any Lien (other than Permitted Liens) 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, SBC may cause it to be discharged and may pay the amount of such Lien in order to do so. If SBC makes any such payment, all amounts paid by SBC shall be payable by TowerCo to SBC upon demand. "Permitted Liens" means, as to each Site:
(i) Permitted Subleasehold Mortgages of TowerCo's subleasehold interest in such Site and Permitted Subleasehold Pledges; (ii) Space Subtenants' sublease interests in the Subleased Space of such Site; (iii) Liens existing on the Site Commencement Date for such Site; (iv) Liens arising by, through or under SBC, its Affiliates or any other occupant of the Reserved Space; (v) Liens for taxes not yet due and payable or which are being contested in good faith in accordance with the provisions of Section 15; (vi) Liens created by the underlying fee owners of the Leased Sites; (vii) easements, rights of way and similar encumbrances provided that such encumbrances do not have a material adverse effect on the use or enjoyment of such Site or the Reserved Space and are approved by SBC, such approval not to be unreasonably withheld or delayed; and
(viii) mechanics' liens for amounts which are not more than thirty (30) days overdue.

(b) TowerCo may, at TowerCo's sole cost and expense, in its own name and on its own behalf or in the name of and on behalf of the Sublessor, 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, unsatisfied and undischarged during the period of such contest and any appeal therefrom; provided, however, that, if any Site, the Subleased Property of any Site or any part thereof are subject to imminent danger of loss or forfeiture by virtue of or by reason of such claim of Lien, such claim of Lien shall be complied with forthwith or TowerCo shall deposit with the Sublessor a sum of money reasonably required by the Sublessor as security to protect the Subleased Property of such Site from any such loss or forfeiture. The Sublessor, at the sole cost and expense of TowerCo, shall cooperate fully with TowerCo in any such contest.

(c) Any Permitted Subleasehold Mortgage or Permitted Subleasehold Pledge 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 SBC and each SBC Affiliate.

(d) Within ten (10) days after the granting of any Permitted Subleasehold Mortgage or Permitted Subleasehold Pledge, TowerCo shall deliver to SBC 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 SBC a copy of such recorded documents.

(e) The Sublessor 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 SBC's or its Affiliate's use or enjoyment of the Reserved Space of such Site or on the ownership by the Sublessor of the Tower on such Site, including without limitation the operation of SBC's Communications Equipment thereon.

(f) Other than as provided in Section 21, SBC 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, SBC

shall cause the same to be discharged by payment, satisfaction or posting of bond within thirty (30) days after demand therefor by TowerCo. If SBC 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 SBC to TowerCo upon demand. Nothing in this Sublease shall prohibit SBC or an SBC Affiliate from permitting a Lien against its interest under the Ground Lease or Reserved Space of any Site subject to (i) the restrictions on Transfer set forth in Section 25 and (ii) SBC's and the Sublessor's obligations pursuant to
Section 35(e) hereof in the event TowerCo exercises its right to acquire all or portion of the Sites. Notwithstanding the foregoing, any Lien against SBC's interest under the Ground Lease shall only be permitted if such Lien is either subject to and subordinate to this Sublease and the purchase option contained herein or such lienholder executes an NDA substantially similar to the NDA provided for in Section 21.

(g) SBC may, at SBC'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, unsatisfied and undischarged during the period of such contest and any appeal therefrom; provided, however, that, if the Subleased Property of any Site or any part thereof are subject to imminent danger of loss or forfeiture by virtue of or by reason of such claim of Lien, such claim of Lien shall be complied with forthwith or SBC shall deposit with TowerCo a sum of money reasonably required by TowerCo as security to protect TowerCo's interest in the Subleased Property of such Site from any such loss or forfeiture. TowerCo, at the sole cost and expense of SBC, shall cooperate fully with SBC in any such contest.

(h) SBC hereby waives any lien rights it may have concerning each Space Subtenant's Improvements and Communications Equipment.

SECTION 19. Condemnation.

(a) If there occurs a Taking of all or a Substantial Portion of any Site, other than a Taking for temporary use, then either Party shall have the right to terminate this Sublease as to such Site by written notice to the other Party within thirty (30) days of the occurrence of such Taking whereupon 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.

(b) If there occurs a Taking of less than a Substantial Portion of any Site, then this Sublease and all duties and obligations of TowerCo under this Sublease in respect of such Site shall remain unmodified, unaffected and in full force and effect. TowerCo shall promptly proceed to reconstruct, restore and repair the remaining portion of the Subleased Property of such Site (to the extent feasible) to a condition substantially equivalent to the condition thereof prior to the Taking. TowerCo shall be entitled to apply the Award received by TowerCo to the reconstruction, Restoration and repair of any Subleased Property of any Site from time to time as such work progresses. If the cost of the repair work exceeds the Award recovered by TowerCo, TowerCo shall pay the excess cost. If the Award exceeds the cost of the repair work, the excess shall be paid to the Sublessor.

(c) If there occurs a Taking of any Subleased Property of any Site or any portion thereof, for temporary use, then this Sublease shall remain in full force and effect as to such Site for the remainder of the then current term; provided, however, that during such time as TowerCo shall be out of possession of such Subleased Property by reason of such Taking, the failure to keep, observe, perform, satisfy and comply with those terms and conditions of this Sublease compliance with which are effectively impractical or impossible as a result of TowerCo's being out of possession of such Subleased Property shall not be an event of default hereunder. The Award for any such temporary Taking payable for any period prior to the Site Expiration Date shall be paid to TowerCo and, for any period thereafter, to the Sublessor.

SECTION 20. Waiver of Subrogation; Indemnity.

(a) Except as provided in this Sublease, to the extent permitted by applicable Laws, TowerCo and SBC 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 SBC (as the case may be) under the terms of this Sublease, regardless of cause or origin.

(b) Subject to the provisions of Section 20(a) above, TowerCo agrees to indemnify and to hold each SBC Indemnitee harmless from any and all Claims, with respect to bodily injury, personal injury or property damage suffered or incurred by such SBC Indemnitee by reason of, or arising out of TowerCo's sublease or lease, as the case may be, 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, including, without limitation, Sections 12, 14 and 17, hereof; (ii) any Claims against any SBC Indemnitee 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 any SBC Indemnitee in respect of the matters contained in such provision. If any action or proceeding is brought against any SBC Indemnitee by reason of any such Claim, TowerCo upon notice from such SBC Indemnitee covenants and agrees to defend such action or proceeding at its expense.

(c) Subject to the provisions of Section 20(a) above, SBC 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 SBC's obligations and covenants under this Sublease (including, without limitation, SBC's covenants under Section 17(c) hereof); (ii) any Claims against TowerCo arising out of or resulting from SBC's

use, operation, maintenance or occupancy of SBC's Communications Equipment or the Reserved Space, to the extent TowerCo is not responsible therefor under the terms of this Sublease, (iii) SBC's failure to comply with any applicable Laws or with the directives of FCC and FAA as to SBC'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 SBC's agents, employees, engineers, contractors, subcontractors, licensees or invitees; and (v) any other provision of this Sublease which provides that SBC shall indemnify and hold harmless TowerCo or any Affiliate thereof in respect of the matters contained in such provision. If any action or proceeding is brought against TowerCo by reason of any such Claim, SBC upon notice from TowerCo covenants and agrees to defend such action or proceeding at its expense.

SECTION 21. Subordination and Attornment.

(a) This Sublease and all rights of TowerCo therein, and all interest or estate of TowerCo in the Subleased Property of each Site, or any portion thereof, shall be subordinate to any and all Mortgages, which at any time during the Term, may be placed upon the Subleased Property, or any portion thereof, by SBC or any SBC Affiliate, and to any replacements, renewals, amendments, modifications, extensions or refinancing thereof, and to each and every advance made under any Mortgage; provided, however, that the subordination and attornment contained herein shall not be effective unless the existing or any future Mortgagee thereunder shall execute and deliver an NDA in favor of TowerCo, in form reasonable satisfactory to TowerCo and its lenders providing that: (i) such Mortgagee will at all times fully recognize TowerCo's rights under this Sublease, including the purchase option contained herein, and in the event of a foreclosure under any such Mortgage shall not disturb TowerCo's possession of the Subleased Property and will recognize such purchase option, so long as no event of default shall have occurred and be subsisting hereunder, and so long as TowerCo shall attorn to the purchaser upon such foreclosure; and (ii) that upon Mortgagee acquiring title to the Subleased Property, TowerCo shall attorn directly to such Mortgagee. TowerCo shall agree to such other terms and conditions in the NDA as may be reasonably required by such Mortgagee, provided that such terms and conditions do not affect TowerCo's rights, nor increase or alter any of TowerCo's obligations, under this Sublease.

(b) Subject to the provision of Section 21(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.

(c) The applicable Sublessor shall enter into a subordination, non-disturbance and attornment agreement with any Space Subtenants at such Space Subtenant's request. Such agreement shall be in form reasonably satisfactory to the applicable Sublessor and the applicable Space Subtenant and shall provide, among other things, that Sublessor shall not terminate such Space Subtenant's subleasehold interest in the applicable Site by reason of TowerCo's default hereunder or the early termination of this Sublease due to a default by TowerCo or otherwise, so long as the Space Subtenant is not in default in the performance of the terms, provisions and conditions contained in the applicable sublease beyond notice and grace.

SECTION 22. Environmental Covenants.

(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 SBC, 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 Superfund 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 Materials Transportation Act: and the Occupational Safety and Health Act of 1970 ("OSHA").

(b) As to each Site, SBC represents and warrants to TowerCo that, as of the Site Commencement Date for such Site, (i) to the best of SBC'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 any environmental report heretofore delivered to TowerCo; (ii) to the best of SBC's knowledge except for such deminimus quantities that would not trigger a reporting or remediation obligation under any applicable Environmental Law, 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 any environmental report heretofore delivered to TowerCo; (iii) to the best of SBC'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 SBC's knowledge, the Land of such Site is in compliance with all applicable Environmental Laws; and (v) to the best of SBC'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 SBC means actual knowledge of the management of SBC and such actual knowledge will be imputed to the management of SBC if the Hazardous Materials were brought to the Site by a SBC Group Member.

(c) Except for any matters for which SBC assumes responsibility pursuant to this Sublease, 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, use 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 and shall require all Space Subtenants to do the same: (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 SBC in writing if TowerCo receives any notice, letter, citation, order, warning, complaint, claim or demand that: (w) TowerCo or any Space Subtenant 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 or any Space Subtenant 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) SBC covenants and agrees that as to each Site: (i) SBC 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 SBC shall have the right to bring, use 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) SBC 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) SBC 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) SBC 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) SBC shall promptly notify TowerCo in writing if SBC receives any notice, letter, citation, order, warning, complaint, claim or demand that: (w) SBC 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) SBC 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. SBC further covenants and agrees that the covenants contained in this Section 22(d) and the

indemnifications provided for in Section 22(f) shall also apply with respect to
(i) any operations or activities of SBC conducted upon space at a Site other than the Reserved Space, and (ii) any operations of any SBC Affiliate upon any Reserved Space or any space at a Site other than the Reserved Space.

(e) Unless resulting or arising solely from the negligent or willful acts or omissions of SBC or SBC's Affiliates, employees, agents, engineers, contractors, subcontractors, licensees or invitees, or from any other acts or omissions of such parties in violation of this Sublease, TowerCo agrees to indemnify and hold SBC and SBC Indemnitees harmless from and against any and all Claims, including Claims of any and every kind whatsoever paid, incurred, suffered by, or asserted against SBC or SBC Affiliates 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) a Release of any Hazardous Materials or 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, operated or used by or on behalf of TowerCo, which violation or Release 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 22 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 22.

(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, or from any other acts or omissions of such parties in violation of this Sublease, SBC agrees to indemnify and hold TowerCo and TowerCo Indemnitees 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: (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) a Release of any Hazardous Materials or 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, operated or used by or on behalf of SBC, which violation or Release 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 SBC in this
Section 22 is or becomes false or untrue in any material respect; or (v) the violation or breach of, or the failure of SBC or any SBC Affiliate to fully and completely keep, observe, satisfy, perform and comply with, any agreement, term, covenant, condition, requirement, provision or restriction of this Section 22.

(g) Notwithstanding anything to the contrary in this Sublease, in the event any Claim of a type giving rise to indemnification obligations under Section 22 is asserted against a TowerCo Indemnitee and it cannot be readily determined that it was the act or omission of SBC or its Affiliate 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 SBC Indemnitees in respect of such Claim pursuant to Section 22(e), and SBC shall have no obligation or liability to any TowerCo Indemnitee in respect of such Claim unless and until it is finally determined that SBC's or its Affiliate's act or omission gave rise to such Claim. The provisions of this Section 22 shall survive the applicable Site Expiration Date or earlier termination of this Sublease. The foregoing provisions of this Section 22 are not intended to limit the generality of any of the other provisions of this Sublease.

SECTION 23. Insurance.

(a) SBC shall procure, and shall maintain in full force and effect at all times during the Term as to the Sites, the following types of insurance with respect to the Reserved Space of the Sites, and, if applicable, any of the Available Space subleased to SBC or its Affiliates pursuant to Section 24(d), paying as the same become due all premiums therefor:

(i) commercial general public liability insurance insuring against all liability of SBC, its Affiliates and their respective 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 Sites and, if applicable, any of the Available Space subleased to SBC or its Affiliates pursuant to Section 24(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 SBC or its Affiliates to the extent required by any Laws.

(b) SBC shall pay all premiums for the insurance coverage which SBC 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 SBC may, at SBC's option and election, participate in the self-insurance program of SBC Communications Inc. or otherwise self-insure to the extent reasonable in light of the financial condition of SBC from time to time with respect to all or a portion of the risks required to be insured against by SBC under this Section 23. If SBC elects to be covered by and participate in its self insurance and risk management programs, SBC shall notify TowerCo of such election. From time to time, upon reasonable request by TowerCo, SBC 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 SBC and the applicable Sublessor as additional insureds; 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 SBC and the applicable Sublessor except after the insurer gives SBC ten (10) days' written notice of cancellation. If TowerCo elects to be covered by and participate in its self insurance and risk management programs or those of SpectraSite Communications Inc. or TowerCo Parent as permitted in Section 23(f), TowerCo shall notify SBC of such election. From time to time, upon reasonable request by SBC, TowerCo shall furnish to SBC the information concerning its risk management and self insurance policies and programs in effect at the time of such request.

(e) All policy amounts set forth in this Section 23 shall be reset every five
(5) years during the Term to increase by an amount not less than the CPI Change over the five (5) year period, except to the extent the Parties otherwise agree.

(f) TowerCo and SBC shall not, on their 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 23(c), unless the other Party thereto is named therein as an additional insured. The Parties agree that, all policies of insurance required by this
Section 23 may contain such loss retention provisions or deductibles as is reasonable in light of financial conditions of the Parties from time to time. In addition and notwithstanding anything to the contrary contained in this Section
23(c), TowerCo shall be permitted to satisfy its obligations under Section
(c)(iii) hereof by participating in its self- insurance program or that of

SpectraSite Communications Inc. or TowerCo Parent for such risk coverage to the extent reasonable in light of the financial condition of TowerCo, SpectraSite Communications Inc. or TowerCo Parent, as applicable, from time to time. TowerCo and SBC shall immediately notify the other Party hereto whenever any such separate insurance is taken out and shall deliver to SBC original certificates evidencing the same.

(g) As to the Subleased Property and Reserved Space of each Site, all policies of insurance shall be written on companies rated A:VII 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 23 may contain such loss retention provisions or deductibles as is reasonable in light of financial conditions of the Parties.

(h) Nothing in this Section 23 shall prevent SBC or TowerCo from obtaining insurance of the kind and in the amount provided for under this Section 23 under a blanket insurance policy or policies (evidence thereof reasonably satisfactory to the other Party shall be delivered to the other Party by the insuring Party) which may cover other properties owned or operated by the insuring Party as well as the Subleased Property, the Reserved Space or the Available Space; provided, however, that any such policy of blanket insurance shall: (i) specify the amounts thereof to the extent such amounts are used to meet the initial limits required pursuant to this Section 23; and (ii) provide that such policies of blanket insurance shall, as respects the Subleased Property or Reserved Space of each Site, contain the various provisions required of such an insurance policy by the foregoing provisions of this Section 23.

SECTION 24. Right of Substitution; Right of First Refusal.

(a) Notwithstanding anything to the contrary contained herein, SBC shall have the right (for the benefit of itself or any SBC Affiliate) to modify and/or replace, at SBC's expense, SBC's or any SBC Affiliates' Communications Equipment at any Site provided said replacement Communications Equipment does not increase the weight or sail area of SBC's or such SBC Affiliate's Communications Equipment (excluding the microwave dishes) on the Tower as of the date hereof by more than ten percent (10%) and otherwise does not cause overall Tower capacity to be exceeded. SBC also shall have the right to make any Alterations to the Site that it reasonably deems necessary to increase the capacity of or otherwise augment, strengthen or enhance a Tower (a "Sublessor Alteration"). Except with respect to replacement or substitution of identical or substantially identical equipment in the identical space, the following provisions shall apply with respect to any modification, expansion, replacement, addition or relocation of Communications Equipment by SBC or any SBC Affiliate (in each case, an "SBC Alteration") and any Sublessor Alteration under this Sublease.

(i) Prior to commencing any such SBC Alteration or Sublessor Alteration, SBC shall obtain TowerCo's written approval (which approval shall not be unreasonably withheld, conditioned or delayed, so long as such modifications or replacements do not violate the applicable provisions of this Sublease) of detailed plans and specifications accurately describing the proposed SBC Alteration or Sublessor Alteration.

TowerCo shall either approve or disapprove such plans and specifications in writing within ten (10) business days of TowerCo's receipt of such plans and specifications failing which TowerCo shall be deemed to have approved SBC's' proposed plans and specifications.

(ii) SBC agrees to comply with the reasonable directions and requirements which TowerCo, in its good faith discretion, may from time to time establish in connection with such modifications, expansions, replacements, additions and relocations or Sublessor Alterations, as the case may be, provided that such directions and requirements do not
(i) unreasonably interfere with SBC's or the applicable SBC Affiliate's ordinary course of business or operations, or (ii) derogate or diminish any rights of SBC or any SBC Affiliate under this Sublease. Such requirements may include, at TowerCo's request, the preparation, at SBC's cost and by a professional engineer licensed in the state in which the Site is located and reasonably satisfactory to TowerCo, of a structural analysis which details the effect of the SBC Alteration or the Sublessor Alteration, as the case may be, on the Tower and TowerCo's operations.

(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 SBC shall have the Right of Substitution (for the benefit of itself or any SBC Affiliate) as to such Available Space. The Right of Substitution pursuant to this Section 24(b) may be exercised by SBC at any time, and from time to time, without limit, upon written notice to TowerCo, provided that no such relocation shall impair the structural integrity of the Tower. If SBC elects to exercise its Right of Substitution, then, upon completion of the relocation of the Communications Equipment of SBC or its Affiliate on the Tower and Improvements thereon, the previously existing Reserved Space of the applicable Site shall automatically be released by SBC or its Affiliate and concurrently therewith, the Available Space on such Site to which the Communications Equipment of SBC or its Affiliate has been relocated shall automatically become and constitute the Reserved Space of such Site subject to
Section 5. The terms of this Section 24(b) shall be self-operative, and no further instrument shall be required to evidence any Substitution; provided, however, that upon the request of either SBC or TowerCo, the Parties shall promptly execute such instruments as may be reasonably required to further evidence such Substitution, including without limitation an amendment to Exhibit A or the applicable Site Designation Supplement. SBC or its Affiliate shall, at such Person's cost and expense, complete the relocation of its Communications Equipment and return the previously existing Reserved Space to its original condition, ordinary wear and tear excepted.

(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 notify SBC and Sublessor by sending 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 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 or other equipment on each Tower, the rent payable for such antenna or other equipment on the Tower (including any escalation provisions), and the term of each Space Subtenant sublease and any renewals thereof, which term in no event shall bind Sublessor to a term (including renewals) which extends beyond

the Site Expiration Outside Date of the Site in question unless Sublessor shall have consented to such extended term in writing, such consent not to be unreasonably withheld or delayed (the "Economic Offer"). SBC 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 24(b) in respect of such Available Space, or
(y) exercise the Right of First Refusal in respect of such Available Space pursuant to Sections 24(e) and (f), or (z) exercise both, if with respect to multiple Sites. If TowerCo intends to sublease Available Space at multiple Sites, SBC shall not be entitled to exercise either its Right of Substitution and/or its Right of First Refusal as to any Available Space unless SBC 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 Sites that TowerCo intends to sublease.

(d) If SBC exercises the Right of Substitution as to any Available Space, then such Available Space shall become "Reserved Space" for all purposes of this Sublease and be subject to the provisions of Section 5. If SBC exercises the Right of First Refusal as to such Available Space, then TowerCo shall sublease the Available Space to SBC (or the designated SBC Affiliate) for the sublease term set forth in the applicable Economic Offer. For the first three hundred
(300) times that SBC exercises its Right of First Refusal pursuant to this
Section 24, the rent for such space shall be equal to the lesser of (i) the rent provided for in the Economic Offer or (ii) an amount of rent that bears the same proportion to the SBC Leaseback Charge charged with respect to the Site(s) at which such Available Space is located as the Available Space with respect to which SBC exercises the Right of First Refusal bears to the Reserved Space of such Site(s). With respect to any exercise by SBC of its Right of First Refusal after the first three hundred (300) times, the rent for any additional space leased pursuant to such exercise of the Right of First Refusal shall be the amount specified in the Economic Offer. SBC (or the designated SBC Affiliate) and TowerCo shall execute a sublease agreement in the form substantially similar to the BTS Sublease (as defined in the Build-to-Suit Agreement), as modified to reflect the rental rate as herein above provided for and the sublease term in the applicable Economic Offer, or in any other form acceptable to TowerCo and SBC and, SBC shall, for all purposes of this Sublease, become a Space Subtenant of such Available Space at the rate prescribed above.

(e) If SBC fails to notify TowerCo as to its election to exercise its Right of Substitution or its Right of First Refusal within the aforesaid 10-day period under Section 24(c), then SBC's options referred to in Section 24(c) with respect to such Available Space shall expire and TowerCo shall be entitled to sublease such Available Space to the potential Space Subtenant within 90 days after SBC's receipt of the Economic Offer (which ninety (90) day period shall be extended so long as TowerCo is diligently endeavoring to conclude such sublease) upon, in all material respects, the terms and conditions contained in the applicable Economic Offer.

(f) If TowerCo subleases any Available Space of any Site to the potential Space Subtenant as provided above, TowerCo shall promptly provide SBC a copy of the final definitive sublease with the Space Subtenant (the "Final Agreement"). If the economic terms of the Final Agreement are not the same or better for TowerCo, in all material respects, than those of the Economic Offer, then, in addition to any other remedies SBC may have, SBC may require that the SBC Leaseback Charge for the Site in question 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 90 days after SBC's receipt of the applicable Economic Offer (which ninety (90) day period shall be extended so long as TowerCo is diligently endeavoring to conclude such sublease), then the restrictions provided in this
Section 24 shall again apply 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 SBC in accordance with the provisions of this Section 24.

SECTION 25. Assignment and Subletting.

(a) Without the prior written consent of SBC, TowerCo may not assign, sublease, mortgage or otherwise transfer this Sublease or any of TowerCo's rights hereunder in whole or in part except that (A) TowerCo may assign all of its rights under this Sublease, without SBC's consent, to any parent, subsidiary or Affiliate of TowerCo; (B) TowerCo may sublease Available Space provided that it complies with the applicable provisions of Section 24(c) hereof; and (C) TowerCo may, with SBC's consent not to be unreasonably withheld (provided that such consent will not be required in the case of a transaction described in Clause (A)), assign this Sublease in its entirety to a successor corporation or entity to TowerCo by way of merger, consolidation or other reorganization or to any Person acquiring all or substantially all of TowerCo's assets; provided that in the case of an assignment under Subsection (A) such assignee (i) is not a SBC Competitor and (ii) assumes all of TowerCo's obligations hereunder, which assumption need apply only with respect to obligations arising from and after the date of such transfer; and in the case of an assignment under Subsection (C) such assignee (i) is a Permitted TowerCo Transferee, (ii) is not a SBC Competitor and (iii) assumes all of TowerCo's obligations hereunder, which assumption need apply only with respect to obligations arising from and after the date of such transfer; provided further that TowerCo may make a partial assignment of this Sublease upon the prior written consent of SBC to be provided in its sole and absolute discretion. Upon any permitted assignment under (A) or
(C), TowerCo shall be released from its obligations under this Sublease from and after the date of such assignment but shall not be released from any liabilities arising prior to the date of such transfer. Upon any permitted assignment under Subsection (C) above (other than to any parent, subsidiary or Affiliate of TowerCo), TowerCo Parent shall, with SBC's written consent not to be unreasonably withheld, be released from its obligations under this Sublease from and after the date of such assignment but shall not be released from any liabilities arising prior to the date of such transfer. Notwithstanding the foregoing, TowerCo may enter into Permitted Subleasehold Pledges and Permitted Subleasehold Mortgages, in which case the Permitted Subleasehold Collateral Assignee with respect thereto shall have the right to exercise remedies under any such mortgage, pledge, hypothecation or other collateral transfer in a manner consistent with the provisions of this and every other agreement between TowerCo and SBC made in connection with this transaction. TowerCo acknowledges that it shall not be permitted to enter into a Permitted Subleasehold Mortgage with respect to all or any portion of a Site prior to the Closing of such Site in accordance with Section 4.1 of the Agreement to Sublease.

(b) SBC and each Sublessor shall have the unrestricted right during the Term, subject to any required consent of any Ground Lessor, to sell, convey, transfer, assign or otherwise dispose (but not to sublease other than a sublease of the

Reserved Space to a SBC Affiliate which conducts its wireless activities at the Reserved Space, which Sublease shall be permitted without TowerCo's consent) of SBC's or such Sublessor's interest in and to any Site (including SBC's or a SBC Affiliate's interest in and to the Subleased Property of such Site), in whole or in part (a "Transfer") to: (i) a SBC Affiliate; (ii) a Permitted Transferee; or
(iii) any other Person (a "Non-Qualifying Transferee"); provided, however, that with respect to subsections (ii) and (iii) above, neither SBC nor such Sublessor may assign its interest in the Reserved Space except in conjunction with the sale or other transfer of all or a portion of an SBC Affiliate's wireless business on a Site by Site basis, and provided further that SBC may not assign its interest in the Reserved Space without transferring the corresponding Ground Lease, and vice versa. Upon any permitted Transfer of this Sublease in its entirety by SBC or any Sublessor, the assignee shall assume all of SBC's or any Sublessor's obligations hereunder arising from and after the date of such Transfer. In the event of any Transfer by SBC or a SBC Affiliate to a Non-Qualifying Transferee or to a SBC Affiliate which is not a Permitted Transferee, SBC shall not be relieved of its obligations hereunder. In the event of any other Transfer by SBC or a SBC Affiliate, all obligations under this Sublease of the Person effecting such Transfer shall cease and terminate with respect to the Site or Sites in question, excluding any liabilities arising prior to the date of such Transfer, and TowerCo shall look only and solely to the Person to whom SBC's or such SBC Affiliate's interest in and to such Site (including SBC's or such SBC Affiliate's interest in and to the Subleased Property thereof or any portion thereof) is Transferred for performance of all of SBC's or such SBC Affiliate's duties and obligations under this Sublease with respect to such Site arising after the date of such Transfer (provided that the transferee assumes all of SBC's or such SBC Affiliate's obligations hereunder, which assumption need only apply with respect to obligations arising from and after the date of such Transfer or, in the case of a partial assignment, enters into the "New Sublease Documents," as defined below). Upon any permitted Transfer of this Lease in whole or in part under clause 25(b)(ii) (other than an assignment to any parent, subsidiary or Affiliate of Wireless Guarantor), Wireless Guarantor shall be released from its obligations under this Sublease from and after the date of such Transfer with respect to the Site(s) which are the subject of such Transfer but shall not be released from any liabilities arising prior to the date of such Transfer. For purposes of the provisions of this Section 25(b) relating to the release of a Sublessor, SBC, an SBC Affiliate or Wireless Guarantor from their respective obligations under the Sublease following a "Transfer", the term "Transfer" shall not include a mortgage, pledge, lien or other similar collateral assignment for security purposes or a sublease.

Notwithstanding the foregoing, in the event of a Transfer by SBC or a SBC Affiliate to a Non-Qualifying Transferee, if either (x) such Non-Qualifying Transferee ultimately becomes a Permitted Transferee or (y) subject to the consent of TowerCo, which consent may not be unreasonably withheld, no unwaived event of default on the part of such Non-Qualifying Transferee occurs in respect of such Sites for three (3) years after the date of such Transfer to such transferee, SBC or such SBC Affiliate, as applicable, and Wireless Guarantor shall be released (effective as of the date on which either of the conditions set forth in (x) or (y) is satisfied) from any and all obligations under this Sublease as to such Sites for obligations arising after the effective date of such release, and upon SBC's request TowerCo shall confirm such release in writing.

Except as expressly provided in Section 25(b), wherever under or in connection with this Sublease SBC or any SBC Affiliate Transfers its right, title or interest, in whole or in part, in or to this Sublease or any Site, SBC or such SBC Affiliate shall be released from performing any and all obligations under this Sublease arising after the date of such Transfer in respect of the right, title or interest so Transferred and under the applicable Ground Lease, and TowerCo hereby acknowledges such release. At or prior to any partial assignment of this Sublease, TowerCo 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 TowerCo and such assignee relative rights, vis-a-vis TowerCo's or such assignee's rights and obligations under the New Sublease Documents no less favorable to TowerCo and such assignee than those afforded by the Sublease and the Site Designation Supplements with respect to the rights and obligations of SBC and TowerCo, and are otherwise in form and substance reasonably satisfactory to TowerCo and such assignee.

(c) Without limiting the generality of the other provisions of this Sublease, any assignment of interest pursuant to this Sublease and any sublease permitted under ss. 25(a) shall be effectuated by ten (10) days' written notice of such assignment or sublease, which notice shall include the name, address, and telephone number of the assignee. Each Party hereby agrees that any attempt of such Party to assign or otherwise Transfer its interest in this Sublease or any of its rights hereunder, in whole or in part, in violation of Section 25 shall constitute a default under this Sublease and shall be null and void ab initio

(d) In the event that a Ground Lease restricts TowerCo's ability to sublease space on the Leased Property, the applicable Sublessor agrees that it shall use commercially reasonable efforts to assist and cooperate with TowerCo in obtaining any such necessary consents, at TowerCo's sole cost and expense, from the Ground Lessor.

SECTION 26. Estoppel Certificate.

Either Party, from time to time upon ten (10) days' prior request by the other Party, shall execute, acknowledge and deliver to the requesting Party, or to a person designated by such requesting Party, a certificate stating that this Sublease is unmodified and in full effect (or, if there have been modifications, that this Sublease is in full effect as modified, and setting forth such modifications) and the dates to which Rent and other sums payable under this Sublease have been paid, and either stating that to the knowledge of the signer of such certificate no default exists hereunder or specifying each such default of which the signer has knowledge. The requesting Party, at such Party's cost and expense, shall cause such certificate to be prepared for execution by the requested Party. Any such certificate may be relied upon by any prospective Permitted Collateral Assignee, Mortgagee or purchaser of the Subleased Property of each Site.

SECTION 27. Holding Over.

If TowerCo remains in possession of the Subleased Property of any Site after expiration or termination of the then current Term as to such Site without any express written agreement by SBC, then TowerCo shall be and become a tenant at sufferance, and there shall be no renewal or extension of this Sublease by operation of law. This section shall be deemed to be an "agreement expressly providing otherwise" within the meaning of Section 232-c of the Real Property law of the State of New York.

SECTION 28. Rights of Entry and Inspection.

(a) TowerCo shall permit SBC and SBC's representatives, agents and employees to enter the Subleased Property of any Site at all reasonable times for the purposes of inspecting such Subleased Property, showing the Site to prospective purchasers and Mortgagees, making any repairs or replacements or performing any maintenance, and performing any work on the Site that SBC may consider necessary to prevent or cure deterioration, waste or unsafe conditions. Nothing in this
Section 28 shall imply or impose any duty or obligation upon SBC to enter upon any Site at any time for any purpose, or to inspect the Subleased Property at any time, or to perform, or pay the cost of, any work which TowerCo is required to perform under any provision of this Sublease, and SBC has no such duty or obligation.

(b) SBC shall permit TowerCo and TowerCo's representatives to inspect SBC's and the SBC Affiliates' 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.

SECTION 29. A Party's Right to Act for the Other Party; SBC Set-Off Right.

(a) In addition to and not in limitation of any other remedy SBC may have under this Sublease, if TowerCo fails to make any payment or to take any other action (or to cause any Space Subtenant to take any action) when and as required under this Sublease, including without limitation Sections 11(a) and 17 and Exhibit C, SBC 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, SBC shall give TowerCo at least ten (10) days prior written notice of SBC's intended 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 SBC 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 (and SBC shall have full access to the Sites for such purpose), the payment of insurance premiums which TowerCo is required to pay under this Sublease, the payment of Ground Rents which TowerCo is required to pay under the Ground Leases and the payment of Taxes and Assessments which TowerCo is required to pay under this Sublease. SBC 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. An amount equal to one hundred twenty percent (120%) of the total amount of the costs and expenses (including salaries and benefits of employees) incurred by SBC or SBC Affiliates in accordance with this Section 29, is referred to as the "Reimbursable Maintenance Expenses" of SBC, shall be due and payable by TowerCo upon demand and bear interest at the rate of eighteen percent (18%) per annum from the date of demand until paid by TowerCo. SBC shall have the right to set off against any SBC Leaseback Charges due under Section 10 hereof the amount of any Reimbursable Maintenance Expenses and any other amounts due and owing by TowerCo or TowerCo Parent to SBC or any SBC Affiliates hereunder.

(b) For purposes of this Section, the term "Emergency" means any event that causes, has caused or is likely to cause, (i) any bodily injury, personal injury or property damage; (ii) the suspension, revocation, termination or any other adverse material effect as to any licenses and/or permits; (iii) any adverse effect on the ability of SBC or its Affiliates or any Space Subtenants to operate Communications Equipment; or (iv) any failure of any Site to comply in any material respect with applicable Laws.

SECTION 30. Defaults and Remedies.

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

(i) If SBC or a SBC Affiliate fails to perform any material obligations pursuant to the applicable Ground Lease for a Site that SBC or a SBC Affiliate 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 SBC written notice thereof; or

(ii) if SBC, or with respect to any covenant required to be complied with by any SBC Affiliate, such SBC Affiliate, shall materially violate or breach, or shall materially fail to fully and completely 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 SBC written notice thereof, or, if such failure shall be incapable of cure within thirty
(30) days, if SBC 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 30(i), SBC breached any material representation or warranty in this Sublease as to any Site as of the date when made.

(iv) if SBC 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 SBC 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 SBC commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by SBC 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 SBC 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 SBC 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 SBC 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 SBC and (1) an order for relief is entered in such proceeding, or (2) such proceeding is consented to or acquiesced in by SBC 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 SBC 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 SBC 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 SBC 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 SBC or is not dismissed within thirty (30) days after the date upon which it was brought.

(v) if any Sublessor 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 a Sublessor 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 a Sublessor commences a voluntary proceeding under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by a Sublessor 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 a Sublessor 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 a Sublessor 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 such Sublessor 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 a Sublessor and (1) an order for relief is entered in such proceeding, or (2) such proceeding is consented to or acquiesced in by such Sublessor 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 a Sublessor 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 such Sublessor 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 a Sublessor 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 such Sublessor 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 SBC under Section 30(a)(iv), TowerCo may terminate this Sublease by giving SBC written notice of termination, and this Sublease shall be terminated at the time designated by TowerCo in its notice of termination to SBC whereupon SBC shall be obligated to refund to TowerCo all Rent for the rental periods occurring after the effective date of such termination. Upon the occurrence of any event of default by SBC under Sections 30(a)(i)-(a)(iii) as to the Reserved Space of a Site or with respect to a Sublessor under Section 30(a)(v), TowerCo may terminate this Sublease as to the applicable Site by giving SBC 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 SBC whereupon SBC shall be obligated to refund to TowerCo the Rent allocable to such Site for the rental periods

occurring after the effective date of such termination. Notwithstanding the foregoing, if SBC fails to pay any portion of a SBC Leaseback Charge because SBC or a SBC Affiliate, acting in good faith, reduced the amount of SBC Leaseback Charges paid to TowerCo in giving effect to a mistaken belief that it made Reimbursable Maintenance Expenses under Section 29(a) that SBC or a SBC Affiliate 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, SBC 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 30(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 timely pay Ground Rent as provided in Section 3(d) or otherwise fails to make payment of any amount due hereunder and such failure continues for ten (10) days after the date such payment was due and payable or, with respect to the payment of Ground Rent, for such longer grace period as may be provided for in the applicable Ground Lease, or

(ii) (x) TowerCo shall materially violate or breach, or shall materially fail to fully and completely 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 SBC gives TowerCo written notice thereof, or, if such failure can be cured, but not 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 29(a) exceeds $4,000 on at least two occurrences within the same Sublease Year, whether or not reimbursed by TowerCo; or

(iii)Subject to Section 30(i), any representation or warranty made by TowerCo in this Sublease shall be false or misleading in any material respect on the date as of which made (or deemed made); or

(iv) TowerCo or TowerCo Parent shall materially violate or breach, or shall materially fail to fully and completely observe, keep, satisfy or perform any obligation for money borrowed involving not less than $5,000,000 in principal amount 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;

(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; or

(vi) If the leaseback to SBC of the Reserved Space at any Site is rejected by TowerCo under Section 365 of the Federal Bankruptcy Code.

(e) Upon the occurrence of any event of default by TowerCo under Section 30(d),
Section 14(c) or Section 14(d) in respect of any Site, SBC 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 SBC in its notice of termination to TowerCo, unless otherwise provided herein. Upon the occurrence of events of default (whether of the same or different types) by TowerCo under Section 30(d) in respect of more than fifty
(50) Sites during any consecutive five (5) year period or portion thereof, SBC 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 SBC in its notice of termination to TowerCo.

(f) SBC and each Sublessor may pursue any remedy or remedies provided in this Sublease, including without limitation Section 30(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) SBC or the applicable SBC Affiliate may exercise the Withdrawal Right as to any Site immediately and without further act, pursuant to Section 9; or (iv) SBC or

the applicable Sublessor may perform, on behalf of TowerCo, TowerCo's obligations under the terms of this Sublease pursuant to Section 29, in which event SBC shall have the right to set off all Reimbursable Maintenance Expenses against the SBC Leaseback Charges SBC is required to pay. If the amount of Reimbursable Maintenance Expenses exceeds the SBC Leaseback Charges payable by SBC hereunder and TowerCo does not reimburse SBC or each Sublessor the full amount of such excess within ten (10) days following SBC's written demand therefor, SBC and the Sublessors may terminate this Sublease in respect of all or any of the Sites pursuant to Section 30(e) and shall be reimbursed thereof.

(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 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. 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 its 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 SBC under Section 30(a)(iii) or in respect of TowerCo under Section 30(d)(iii), if the other Party gives notice after one (1) year following:

(i) the applicable Site Commencement Date with respect to the Site in question 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.

(j) Upon the occurrence of any event of default by TowerCo under this Section 30 in respect of any Site, the applicable Sublessor shall give every Permitted Subleasehold Collateral Assignee of which Sublessor has written notice a written

notice of, and an opportunity to cure within forty-five (45) days after receipt of such Sublessor's written notice of default, all existing defaults hereunder. In the event the Permitted Subleasehold Collateral Assignee fails to cure defaults as to any Site within such forty-five (45) day period, such Sublessor may terminate this Agreement as to such Site. The parties hereto agree that prior to the date upon which such Sublessor has the right to terminate this Agreement as to such Site, any Permitted Subleasehold Collateral Assignee may, at its option, be substituted and replace TowerCo as Sublessee hereunder (and TowerCo agrees to relinquish all rights hereunder) by assuming and agreeing to be bound by each and every term, covenant, condition, agreement, requirement, restriction and provision set forth in this Agreement, and subject to all rights, title, and interest of the applicable Sublessor; provided that in the event there have been more than fifty (50) events of default within any five (5) year period and SBC gives notice under Section 30(d) hereof of its election to terminate this Sublease, such Permitted Subleasehold Collateral Assignee may, prior to termination of this Agreement by the applicable Sublessor, transfer its interests under this Agreement in its entirety after providing evidence satisfactory to SBC that the proposed assignee is not an SBC Competitor and has appropriate industry experience, the capability and the financial ability to perform the obligations of TowerCo hereunder and under any other agreements relating to or concerning the transactions between SBC and TowerCo, in which event this Sublease shall not terminate.

SECTION 31. Quiet Enjoyment.

TowerCo shall, subject to the terms and conditions of this Sublease, peaceably and quietly hold and enjoy the Subleased Property of each Site during the Term without hindrance or interruption from SBC or any Person claiming by, through or under SBC, so long as no event of default has occurred and is continuing hereunder.
SECTION 32. No Merger.

There shall be no merger of this Sublease or the subleasehold interest or estate created by this Sublease in any Site with the superior estate held by the Sublessor thereof, by reason of the fact that the same person or entity may acquire, own or hold, directly or indirectly, both the subleasehold interest or estate created by this Sublease in any Site and such superior estate; and this Sublease shall not be terminated, in whole or as to any Site, except as expressly provided herein.

SECTION 33. Broker and Commission.

(a) All negotiations in connection with this Sublease have been conducted by and between TowerCo and SBC without the intervention of any person or other Party as agent or broker other than Goldman, Sachs & Co. which is advising SBC's parent, SBC Communications Inc., in connection with this Sublease and related transactions.

(b) TowerCo and SBC 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 other than the advisor's fee payable to Goldman, Sachs & Co. which shall be payable by SBC Communications Inc. TowerCo and SBC shall, and do hereby indemnify, defend and

hold harmless each other from and against the Claims 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.

SECTION 34. Recording of Memorandum of Ground Lease.

(a) Subject to the applicable provisions of the Agreement to Sublease, upon the execution of this Sublease, TowerCo may, at its cost and expense (i) cause the Ground Leases or memorandum of Ground Leases for the Sites to be filed in the appropriate County property records, unless such Ground Leases expressly prohibit such recording; and (ii) promptly following the execution of each Site Designation Supplement, cause a memorandum of sublease with respect to the applicable Site to be filed in the appropriate County property records unless the Ground Lease for the applicable Site prohibits such recording.

(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 hereto or to the Site Designation Supplements or to the memorandum of sublease after the date hereof. After making such corrections, TowerCo shall re-record such memorandum of sublease to reflect such corrections, if requested by either Party. 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 or to the memorandum of sublease for such Site, if such changes are requested by either Party to evidence any permitted changes in the description of the Reserved Space respecting such Site, including, without limitation changes in SBC's or such SBC Affiliate's antennas or other parts of its Communications Facility at such Site. In addition to and not in limitation of the foregoing, either Party shall have the right, at its sole expense, to cause any amendment to such memorandum of Sublease to be recorded, including without limitation in connection with such changes.

SECTION 35. Purchase Options.

(a) Right to Purchase. If this Sublease shall not have been earlier terminated, or an event of default by TowerCo shall not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), TowerCo shall have an option, exercisable no earlier than one hundred eighty (180) days and no later than one hundred twenty (120) days prior to each Site Expiration Outside Date (the "Option Trigger Window") to elect to purchase all (but not less than all) of the Sites (excluding, in all cases, SBC's Improvements and any Space Subtenant's Improvements on such Site(s)) then subleased under this Sublease which have the same Site Expiration Outside Date, at a purchase price equal to the aggregate of the Option Purchase Price Amounts and any additional amounts determined pursuant to Section 3(i) hereof for the applicable Sites and on the other terms and subject to the conditions herein specified. TowerCo may exercise such purchase option by submitting to SBC in writing an offer for all of such Sites within the Option Trigger Window. The applicable Sublessors shall be obligated to sell, and TowerCo shall be obligated to buy, all such Sites at a closing to be effective as of the relevant Site Expiration Outside Date. SBC shall use commercially reasonable efforts to obtain
(i) all consents to TowerCo's purchase of Leased Sites pursuant to this Section

35 that may be required by the Ground Leases encumbering such Sites and a waiver of any right of first refusal or similar provision in any Ground Lease giving the Ground Lessor the right to acquire the Site or Tower in question as a result of the exercise of such right and (ii) all approvals, waivers or releases from any contractual obligation under any colocation agreements, master agreements or other contracts or agreements in existence on the date hereof which would be violated by the transfer of any Site to TowerCo pursuant to this Section 35. In the event that SBC cannot obtain such consents or waivers on or prior to the closing date determined pursuant to Section 35(b), then SBC shall, at TowerCo's option, enter into alternative arrangements mutually acceptable to SBC and TowerCo which do not violate the terms of the applicable Ground Leases or other agreements and which provide TowerCo with rights and benefits comparable to those afforded by an assignment. Except as provided in this Section 35, TowerCo shall have no right or option to purchase the Sites subject to this Sublease.

(b) Payment of the Purchase Price. TowerCo shall pay to SBC (as agent for the applicable Sublessors) the Option Purchase Price Amounts and any additional amounts determined pursuant to Section 3(i) hereof for the applicable Sites in cash or immediately available funds on or prior to the closing of such sale. At the closing of such sale, SBC shall transfer or cause to be transferred the purchased Sites, at TowerCo's expense, to TowerCo and the Term as to such Sites shall end. Risk of loss for the Sites purchased pursuant to Section 35 shall pass from the applicable Sublessor(s) to TowerCo upon payment of the purchase price therefor. This Sublease shall remain in full force and effect with respect to Sites subject to TowerCo's binding election under Section 35(a) until the applicable Site Expiration Outside Date.

(c) Transfer by SBC. Any transfer of Sites by SBC or any SBC Affiliate to TowerCo pursuant to this Section 35 shall include:

(i) an assignment of Sublessor's interest in any Ground Lease for such Site, a transfer of fee simple title to the Land for any Site which is an Owned Site, a transfer of Sublessor's interest in the applicable Tower and related assets (other than SBC Improvements, including SBC's and all SBC Affiliates' current or future Communications Equipment) and all appurtenances thereto; provided that for so long as the Ground Lease, as amended, modified, or extended, is still in effect, SBC or any SBC Affiliate shall be entitled to continue to lease the Reserved Space on each such Site from TowerCo for successive 1 year terms at rental rate equal to the lesser of the then current market rental rates for comparable locations as mutually agreed to by SBC or such SBC Affiliate and TowerCo on an annual basis prior to the commencement of each lease year or the Leaseback Charge then being charged, provided that the Leaseback Charge shall thereafter be subject to increase on an annual basis at the beginning of each 1-year term in an amount equal to the CPI Change; provided, further however, if TowerCo and SBC or the applicable SBC Affiliate fail to agree on a rental rate for one or more of the Sites, such rental rate shall be determined for each applicable Site by Ernst & Young or another nationally recognized independent accounting firm mutually acceptable to SBC or the applicable SBC Affiliate and TowerCo. The cost of the determination of the rental rate shall be shared equally by SBC and TowerCo. SBC or the applicable SBC Affiliate shall have the right to elect to terminate any such lease with respect to a Site as of the expiration of each annual term by giving no less than sixty (60) days prior written notice of such termination to TowerCo;

(ii) to the extent legally transferable, all rights of SBC or any Sublessor under or pursuant to warranties, representations and guarantees made by suppliers or manufacturers in connection with such Site, but excluding any rights to receive amounts under such warranties, representations and guarantees representing reimbursements for items paid by SBC or a Sublessor; and

(iii) to the extent legally transferable, all known and unknown rights, claims, credits, causes of action, or rights to commence any causes of action or rights of setoff of SBC or a Sublessor against third parties relating to such Site arising on or after the date of transfer, including unliquidated rights under manufacturers' and vendors' warranties, but excluding all amounts representing reimbursements for items paid by SBC or a Sublessor.

(d) Evidence of Transfer. The Sublessor and TowerCo shall enter into assignments, deeds (with warranties of title as to Sublessor's actions only), bills of sale and such other documents and instruments as the other may reasonably request to evidence any transfer of such Sites.

(e) No Warranties. Any transfer of a Site by a Sublessor or TowerCo pursuant to this Sublease shall be "AS IS" and without any warranty whatsoever by SBC or TowerCo, except that in any transfer of a Site by a Sublessor to TowerCo pursuant to this Sublease, Sublessor shall warrant that it has not previously transferred title to such Site that is so transferred and that each such Site is free of Liens created by or through SBC or any SBC Affiliate.

(f) Failure to Transfer by SBC. In the event SBC fails to transfer, in accordance with the provision of this Section 35 or to make alternative arrangements, in accordance with the provisions of Section 35(a), one or more of the Sites for which TowerCo has properly exercised its option under this Section 35 by giving to SBC written notice of its election to purchase such Sites within the Option Trigger Window and provided that TowerCo has complied with all of its other obligations under this Section 35, this Sublease shall automatically be extended (such extension to be at TowerCo's expense) (i) with respect to a Leased Site, until the sooner to occur of (A) the date which is ninety-nine (99) years from the relevant Site Expiration Outside Date(s) or (B) one day prior to the expiration of the relevant Ground Lease (as the same may be renewed or extended pursuant to Section 3 hereof), and (ii) with respect to an Owned Site, for a period of ninety-nine (99) years from the Site Expiration Outside Date, upon receipt by SBC of the applicable Option Purchase Price Amount(s); provided, however, that such extension shall not preclude any other remedy or remedies provided in this Sublease or provided for or allowed by law or in equity by reason of such failure. In the event of such extension of the term of the Sublease as provided herein, SBC shall have the right to lease the Reserved Space at the applicable Sites pursuant to the terms of clause 35(c)(i) above. Such extension shall be conditioned on TowerCo's acquisition of (and the payment of the Option Purchase Price Amount(s) for) the balance of Sites which were the subject of the option closing in question and the receipt of any consent, waiver or release required under the applicable Ground Leases or other agreements or contracts in existence on the date hereof (which consents, waivers or releases the parties shall use commercially reasonable efforts to obtain).

SECTION 36. Net Lease.

This Sublease (along with the corresponding Site Designation Supplement) is a net lease and, except as otherwise expressly provided in Sections 13, 19 and 30 hereof, shall not terminate, nor shall TowerCo be entitled to any abatement, reduction, setoff, counterclaim, defense or deduction with respect to any Rent or other sum payable hereunder. Except as otherwise expressly provided in Sections 13, 19 and 30 hereof, the obligation of TowerCo under this Sublease or any Site Designation Supplement shall not be affected by reason of: (a) any damage to or destruction of any Site or any part thereof by any cause whatsoever; (b) any condemnation of any of the Site; (c) any prohibition, limitation, restriction or prevention of TowerCo's use or enjoyment of a Site by any person; (d) any matter affecting title to any Site or any part thereof; (e) any loss of possession by TowerCo of a Site or any portion, by reason of title paramount or otherwise; (f) the invalidity or unenforceability of any provision hereof or the impossibility or illegality of performance by SBC or TowerCo or both; (g) any action of any federal, state, local or foreign Governmental Authority; or (h) any other cause or occurrence whatsoever, whether similar or dissimilar to the foregoing. The parties intend that the obligations of TowerCo hereunder shall continue unaffected unless such obligations shall have been modified or terminated pursuant to an express provision of this Sublease.

SECTION 37. Compliance with Specific FCC Regulations.

(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 SBC'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 SBC to minimize any confusion or unnecessary duplication that could result in similar signage being posted with respect to any of SBC'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) SBC acknowledges and agrees that its (and any SBC Affiliates') 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 SBC's (and any SBC Affiliates') Communications Equipment. SBC 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. SBC 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 SBC's (and its Affiliates') transmission equipment at or near any Site in respect of any Reserved Space on such Site.

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

SECTION 38. Guaranty.

(a) TowerCo Parent's Guaranty. TowerCo Parent unconditionally guarantees to SBC, the Sublessors, the SBC Affiliates, and each SBC Indemnitee (collectively, the "beneficiaries", individually a "beneficiary") 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 "TowerCo Obligations"). TowerCo Parent agrees that if TowerCo defaults at any time during the Term of this Sublease or any Site Designation Supplement in the performance of any of the TowerCo Obligations, TowerCo Parent shall faithfully perform and fulfill all TowerCo Obligations and shall pay to the applicable beneficiary all attorneys' fees, court costs, and other expenses, costs and disbursements incurred by the applicable beneficiary on account of any default by TowerCo and on account of the enforcement of this guaranty.

If TowerCo defaults under this Sublease or any Site Designation Supplement, and the applicable beneficiary elects to enforce the provisions of this Section 38, the applicable beneficiary shall promptly give TowerCo Parent written notice thereof, which notice shall constitute an exercise of the applicable beneficiary's rights against TowerCo Parent pursuant to this Section
38. Following the receipt of such notice by TowerCo Parent, TowerCo Parent 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 TowerCo Parent under this Section 38.

This guaranty obligation of TowerCo Parent shall be enforceable by the applicable beneficiary in an action against TowerCo Parent without the necessity of any suit, action, or proceedings by the applicable beneficiary of any kind or nature whatsoever against TowerCo, without the necessity of any notice to TowerCo Parent 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 TowerCo Parent to which TowerCo Parent might otherwise be entitled, all of which notices TowerCo Parent hereby expressly waives. TowerCo Parent hereby agrees that the validity of this guaranty and the obligations of TowerCo Parent hereunder shall not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by the applicable beneficiary against TowerCo any of the rights or remedies reserved to the applicable beneficiary pursuant to the provisions of this Sublease or the applicable Site Designation Supplement or any other remedy or right which the applicable beneficiary may have at law or in equity or otherwise.

TowerCo Parent covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of TowerCo Parent hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Sublease or 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 a beneficiary and TowerCo, or by any unilateral action of either a beneficiary or TowerCo, or by an extension of time that may be granted by a beneficiary to TowerCo or any indulgence of any kind granted to TowerCo, or any dealings or transactions occurring between a beneficiary and TowerCo, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangements, assignment for the benefit of creditors, receivership, or trusteeship affecting TowerCo. TowerCo Parent 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.

All of the beneficiaries' 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.

TowerCo Parent hereby waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. TowerCo Parent 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 a beneficiary to any security held by such beneficiary.

(b) Wireless Guarantor's Guaranty. Wireless Guarantor unconditionally guarantees to TowerCo and each TowerCo Indemnitee (collectively, the "beneficiaries", individually a "beneficiary") the full and timely payment and performance and observance of all of the terms, provisions, covenants and obligations of SBC and each Sublessor under this Sublease and each Site Designation Supplement (the "SBC Obligations"). Wireless Guarantor agrees that if SBC or a Sublessor defaults at any time during the Term of this Sublease or any Site Designation Supplement in the performance of any of the SBC Obligations, Wireless Guarantor shall faithfully perform and fulfill all SBC Obligations and shall pay to the applicable beneficiary all attorneys' fees,

court costs, and other expenses, costs and disbursements incurred by the applicable beneficiary on account of any default by SBC or a Sublessor and on account of the enforcement of this guaranty.

If SBC or the applicable Sublessor defaults under this Sublease or any Site Designation Supplement, and the applicable beneficiary elects to enforce the provisions of this Section 38, the applicable beneficiary shall promptly give Wireless Guarantor written notice thereof, which notice shall constitute an exercise of the applicable beneficiary's rights against Wireless Guarantor pursuant to this Section 38. Following the receipt of such notice by Wireless Guarantor, Wireless Guarantor shall have the same period of time as is afforded to SBC or the applicable Sublessor under this Sublease or the applicable Site Designation Supplement to cure such default, but no such cure period shall diminish the SBC Obligations of Wireless Guarantor under this Section 38.

This guaranty obligation of Wireless Guarantor shall be enforceable by the applicable beneficiary in an action against Wireless Guarantor without the necessity of any suit, action, or proceedings by the applicable beneficiary of any kind or nature whatsoever against SBC or the applicable Sublessor, without the necessity of any notice to Wireless Guarantor of such default or breach under this Sublease or the applicable Site Designation Supplement, and without the necessity of any other notice or demand to Wireless Guarantor to which Wireless Guarantor might otherwise be entitled, all of which notices Wireless Guarantor hereby expressly waives. Wireless Guarantor hereby agrees that the validity of this guaranty and the obligations of Wireless Guarantor hereunder shall not be terminated, affected, diminished, or impaired by reason of the assertion or the failure to assert by the applicable beneficiary against SBC or the applicable Sublessor any of the rights or remedies reserved to the applicable beneficiary pursuant to the provisions of this Sublease or the applicable Site Designation Supplement or any other remedy or right which the applicable beneficiary may have at law or in equity or otherwise.

Wireless Guarantor covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of Wireless Guarantor hereunder shall not be affected, modified, or diminished by reason of any assignment, renewal, modification or extension of this Sublease or 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 a beneficiary and SBC or any Sublessor, or by any unilateral action of either a beneficiary or SBC or any Sublessor, or by an extension of time that may be granted by a beneficiary to SBC or any Sublessor or any indulgence of any kind granted to SBC or any Sublessor, or any dealings or transactions occurring between a beneficiary and SBC or any Sublessor, including, without limitation, any adjustment, compromise, settlement, accord and satisfaction, or release, or any bankruptcy, insolvency, reorganization, arrangements, assignment for the benefit of creditors, receivership, or trusteeship affecting SBC or any Sublessor. Wireless Guarantor 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.

All of the beneficiaries' 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.

Wireless Guarantor hereby waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. Wireless Guarantor further waives any right to require that an action be brought against SBC or any other person or to require that resort be had by a beneficiary to any security held by such beneficiary.

SECTION 39. Tax Indemnities.

(a) Income Tax Indemnity.

(1) Tax Assumptions. In entering into this Sublease and related documents, the SBC Group has made the following assumptions regarding the characterization of the transactions contemplated hereunder for federal income tax purposes (the "Tax Assumptions"):

(i) for federal income tax purposes, the Sublease will be treated as a "true lease" with respect to all of the Subleased Property, the members of the SBC Group will be treated, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, as the owners and Sublessors of the Subleased Property, and TowerCo will be treated as the lessee of the Subleased Property;

(ii) following the execution of this Sublease, the SBC Group will be entitled to deduct, pursuant to Section 168(b) of the Code, depreciation deductions with respect to the adjusted tax basis in the Subleased Property using the same depreciation method(s) as in effect immediately before the execution of this Sublease ("Federal Depreciation Deductions");

(iii)prepaid Rent will be characterized as a loan under section 467 of the Code and Treasury Regulations issued thereunder and the SBC Group will be entitled to deduct interest attributable thereto;

(iv) the only amounts that any SBC Group Member will be required to include in gross income with respect to the transactions contemplated by this Sublease and related documents will be (A) Rent as it accrues in accordance with the terms of this Sublease and the application of
Section 467 of the Code and Treasury Regulations issued thereunder; (B) any indemnity (including any gross up) pursuant to this Sublease;
(C) any amounts paid or otherwise recognized pursuant to a voluntary sale or other disposition by any SBC Group Member (other than a sale or disposition attributable to a default by TowerCo and/or the exercise of remedies by SBC or any SBC Affiliate under this Sublease) of any Subleased Property; and (D) proceeds upon TowerCo's exercise of the purchase option pursuant to Section 35 of this Sublease; and

(v) the combined effective federal and net state income tax rate applicable to each SBC Group Member will be 39 percent (the "Assumed Rate"), comprised of 35 percent for the assumed federal rate and 4 percent (which is net of federal income tax benefits) for the assumed state rate.

(2) TowerCo's Representations and Covenants. TowerCo hereby represents and covenants to each SBC Group Member as follows:

(i) TowerCo, any Affiliate of TowerCo, any assignee or sublessee of TowerCo, and any user (other than SBC or its Affiliates) of any portion of the Subleased Property will not claim depreciation deductions as the owner of any of the Subleased Property for federal income tax purposes during the Term (and thereafter unless TowerCo purchases such property pursuant to Section 35 hereof), with respect to such Subleased Property or portion thereof, except with respect to Alterations financed by TowerCo or such assignee, sublessee, or other user, nor will they take any other action in connection with filing a Tax return or otherwise which would be inconsistent with the treatment of the SBC Group Members as the direct or indirect owners and Sublessors of the Subleased Property for federal income tax purposes;

(ii) none of the Subleased Property will constitute "tax-exempt use property" as defined in Section 168(h) of the Code as a result of the status of TowerCo or any assignee, sublessee, or user (other than SBC or its Affiliates) of the Subleased Property;

(iii)to the best of TowerCo's knowledge, on the Site Commencement Date, no Alterations to any of the Subleased Property will be required in order to render any of the Subleased Property complete for its intended use by TowerCo except for ancillary Severable Alterations that are customarily selected and furnished by lessees of property similar in nature to the Subleased Property;

(iv) Except to the extent that TowerCo may make Non-Conforming Alterations pursuant to Section 3(i) hereof, TowerCo has no current plan or intention of making any Alteration or repair with respect to any of the Subleased Property that would not be treated as severable improvements or permitted nonseverable improvements within the meaning of Revenue Procedure 75-21, 1975-1 C.B. 715, or Revenue Procedure 79-48, 1979-2 C.B. 599; (v) TowerCo has no current plan or intention of making any Alteration or repair with respect to any of the Subleased Property the value of which as of the end of the Term with respect to such Subleased Property would compel TowerCo to exercise any of the purchase options under Section 35 of this Sublease;

(vi) TowerCo is not obligated to exercise any of the purchase options provided in Section 35 of this Sublease, it has not decided whether it will exercise any of the purchase options provided in Section 35 of this Sublease, and it has no plans to enter into or incur such obligation or to make such decision in the immediate future;

(vii)TowerCo has no reason to believe that the fair market value of any Subleased Property, determined at the end of the applicable Term (taking into account inflation or deflation), is equal to or greater than the Option Purchase Price Amount of such Subleased Property; and

(viii) TowerCo believes that the Rent with respect to any Subleased Property is no greater than the fair rental value of such Subleased Property throughout the Term.

(3) Indemnity for Tax Losses.

(ix) If, as a result of

(A) the inaccuracy of any representation of TowerCo, or the breach of any covenant of TowerCo, set forth in Section 39(a)(2) hereof;

(B) any act of TowerCo, or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBC or its Affiliates) during the Term, other than any act required under the Transaction Documents;

(C) the failure by TowerCo to perform any act required of it under any of the Transaction Documents;

(D) the failure by TowerCo to perform any act reasonably requested by any SBC Group Member provided that (1) such act is not inconsistent with the obligations of TowerCo and other requirements under the Transaction Documents, (2) such act does not have any adverse effect on TowerCo, and (3) such SBC Group Member or SBC agrees to reimburse TowerCo for all reasonable costs incurred in connection with performing such act;

(E) any disposition of Subleased Property attributable to a default by TowerCo and/or the exercise of remedies under this Sublease; or

(F) the bankruptcy of TowerCo,

any SBC Group Member (each a "Tax Indemnitee") shall not claim on the relevant income tax return (based upon a written opinion from independent tax counsel that there is no reasonable basis that is consistent with the standards provided for in ABA Formal Opinion 85-352 as in effect on the date hereof for claiming) all or any portion of the Federal Income Tax Benefits, shall lose the right to claim all or any portion of the Federal Income Tax Benefits, shall suffer a loss of, disallowance of, or delay in obtaining all or any portion of the Federal Income Tax Benefits, or shall be required to recapture all or any portion of the Federal Income Tax Benefits, or any Tax Indemnitee shall suffer an Inclusion
(any such event being referred to as a "Tax Loss"), then, within thirty (30)
days after receipt of a written demand from or on behalf of the Tax Indemnitee describing in reasonable detail the Tax Loss and the computation of the amount payable (a "Tax Indemnity Notice"), TowerCo shall pay to such Tax Indemnitee as an indemnity the amount specified in the Tax Indemnity Notice. Subject to other adjustments required by this Section 39(a)(3)(i), such indemnity payment shall be calculated in the Tax Indemnity Notice to equal, on an After-Tax Basis, the sum of (y) the amounts of any additional federal and state income taxes payable by such Tax Indemnitee for the taxable year calculated at the Assumed Rate as the result of such Tax Loss and any interest thereon (calculated to the date such payment is made using the actual interest rates for underpayments of tax applicable to the relevant periods), plus (z) the amount of any penalties and additions to tax actually payable as a result of such Tax Loss and attributable thereto. At the option of such Tax Indemnitee, the indemnity payment shall be determined on a periodic, or "pay as you go," basis, with each such payment reduced for any reduction in Taxes also calculated at the Assumed Rate resulting from any Tax benefits realized by such Tax Indemnitee as a result of the event

giving rise to the indemnity payment. Alternatively, at the option of such Tax Indemnitee, the indemnity payment shall be a net lump-sum amount, taking into account all past and anticipated future Tax Losses and Tax savings at the Assumed Rate, and using a discount rate equal to the Applicable Federal Rate (as defined in Code section 1274(d)(1) then in effect) to present value future Tax Losses and Tax savings. Any indemnity payment made pursuant to this Section 39(a)(3)(i) shall be made on an "After-Tax Basis" which means that any such payment shall also include a "gross-up" for any federal or state income Taxes (determined at the highest marginal applicable federal and state rates then in effect) payable by such Tax Indemnitee with respect to the receipt or accrual of such indemnity payment, including such gross-up. Notwithstanding any other provision of this Section 39(a)(3)(i) to the contrary, TowerCo shall not be required to make any payment under this Section 39(a)(3)(i) earlier than, (a) in the case of a Tax Loss that is not being contested pursuant to Section 39(d) hereof, the date such Tax Indemnitee (or the common parent of the consolidated group in which it is a member, as the case may be) files the applicable federal income Tax return, estimated or final as the case may be, which would first properly reflect the additional federal income Tax that would be due as a result of the Tax Loss and (b) in the case of a Tax Loss that is being contested pursuant to Section 39(d) hereof, thirty (30) days after the date on which a Final Determination is made (or as otherwise provided in Section 39(d)).

(ii) Verification of Calculations. TowerCo may timely request that any Tax Indemnity Notice be verified by Ernst & Young or another nationally recognized independent accounting firm selected by TowerCo and reasonably acceptable to such Tax Indemnitee. Such verification shall be at TowerCo's expense unless such accounting firm determines that the amount payable by TowerCo is more than ten percent less than the amount shown on the Tax Indemnity Notice, in which event the Tax Indemnitee shall pay such costs. In order to enable such independent accountants to verify such amounts, the Tax Indemnitee shall provide to such independent accountants (for their confidential use and not to be disclosed to TowerCo or any other person) all information reasonably necessary for such verification.

(4) Exceptions. Notwithstanding any provision of this Section 39(a) to the contrary, TowerCo shall not be required to make any payment to any Tax Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss occurs as a result of one or more of the following events:

(i) Except to the extent of any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBC or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBC Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, a determination that the Sublease is not a "true lease" for federal income tax purposes or such Tax Indemnitee is not the owner or Sublessor of the applicable Subleased Property;

(ii) Except to the extent caused by any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBC or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBC Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, the voluntary sale, assignment, transfer, or other disposition or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Subleased Property or portion thereof by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition
(A) contemplated by the Transaction Documents or otherwise; (B) otherwise resulting from the exercise by any SBC Group Member of its rights or performance of its obligations under the Transaction Documents; or (C) attributable to a default by TowerCo and/or exercise of remedies under this Sublease;

(iii) the gross negligence or willful misconduct of such Tax Indemnitee;

(iv) penalties, interest, or additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Sublease and related documents;

(v) the inclusion in income by any SBC Group Member on its U.S. federal income tax return of any amount attributable to an Inclusion unless
(x) such Inclusion is supported by a written opinion of independent tax counsel that there is no reasonable possibility of success in taking the position that the amount is not includable in income, or
(y) such Inclusion shall be due to the failure of TowerCo timely to provide Tax Indemnitee with information reasonably available to TowerCo that is timely requested in writing by the Tax Indemnitee and necessary for the Tax Indemnitee to exclude such amounts from income; and

(vi) any failure of the Tax Indemnitee to have taken all the actions, if any, required of it by Section 39(d) hereof to contest the Loss and such failure materially prejudices the ability to contest, and TowerCo has a reasonable basis for such contest (other than a failure attributable in whole or part to the failure of TowerCo to follow the procedures set forth in Section 39(d) hereof).

(b) General Tax Indemnity.

(1) Except as provided in Section 39(b)(2), TowerCo agrees to pay and to indemnify, protect, defend, save, and keep harmless each SBC Group Member on an After-Tax Basis, from and against any and all taxes, impositions, fees, levies, assessments, duties, withholdings, governmental claims, or other charges of any nature whatsoever (together with any related interest, fines, penalties, or additions to tax), including without limitation, rental, income, withholding,

sales, use, transfer, leasing, personal or real property, excise, receipts, franchise, value-added, stamp, filing, recording, documentation, or license taxes, however imposed or asserted, by any United States state or local government or taxing authority (all the foregoing being herein collectively called "Taxes" or, separately a "Tax", upon or with respect to (A) any of the Subleased Property, any portion thereof, or any interest therein (B) the acquisition, purchase, sale, financing, leasing, subleasing, ownership, maintenance, repair, redelivery, alteration, insuring, control, use, operation, delivery, possession, repossession, location, storage, refinancing, refund, transfer of title, registration, reregistration, transfer of registration, return, or other disposition thereof of any of the Subleased Property or any portion thereof, or interest therein, (C) the rental payments, receipts, or earnings arising from the Subleased Property, any portion thereof, or any interest therein, or payable pursuant to the Sublease, or any other payment or right to receive payment pursuant to any related document, or (D) any Alteration, removal, substitution, maintenance, or repair of any of the Subleased Property.

(i) Exclusions from General Tax Indemnity. The provisions of Section 39(b)(1) shall not apply to, and TowerCo shall have no liability under
Section 39(b)(1) with respect to:

(ii) Taxes on any SBC Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or by any foreign or international taxing authority that would have been imposed without regard to the execution of this Sublease and related documents and the transactions contemplated thereunder;

(iii)Taxes on any SBC Group Member, including without limitation, sales and transfer Taxes, that result from any transfer by any SBC Group Member of any of the Subleased Property other than a sale, assignment, transfer, or disposition (I) attributable to a default by TowerCo and/or exercise of remedies under this Sublease or related documents;
(II) resulting from any maintenance, repair, Alteration, substitution, relocation, or removal of or any addition to any of the Subleased Property or portion thereof or interest therein, (III) resulting from any loss, damage, destruction, theft, taking, casualty, condemnation, confiscation, expropriation, or seizure of any Subleased Property or portion thereof or interest therein; or (IV) resulting from any subleasing, permitting use thereof, or relinquishing possession of any Subleased Property or portion thereof or interest therein;

(iv) Taxes imposed by any jurisdiction on any SBC Group Member solely as a result of its activities in such jurisdiction unrelated to the transactions contemplated by the Sublease and related documents;

(v) Taxes on any SBC Group Member that result from the willful misconduct or gross negligence of any such member or an Affiliate thereof or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or an Affiliate thereof under the Transaction

Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of TowerCo or an Affiliate under the Transaction Documents);

(vi) Taxes which are attributable to any period or circumstance occurring after the expiration or earlier termination of this Sublease, except to the extent attributable to (I) a failure of TowerCo or any of its transferees or sublessees or users of the Subleased Property (other than SBC or its Affiliates) to fully discharge its obligations under the Sublease and related documents, or (II) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Sublease and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination;

(vii)any Tax that is being contested in accordance with the provisions of
Section 39(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d) and payment is not otherwise required pursuant to Section 39(d); or

(viii) Taxes imposed on any SBC Group Member that are United States federal or state net income Taxes of any such member.

The provisions of this Section 39(b)(2) shall not apply to any Taxes imposed in respect of the receipt or accrual of any payment made by TowerCo on an After-Tax Basis.

(2) Reports. If any report, return, certification, or statement is required to be filed with respect to any Tax that is subject to indemnification under this
Section 39(b), TowerCo shall timely prepare and file the same to the extent permitted by law (except for (i) any report, return, or statement relating to any net income Taxes or, (ii) any report, return, or statement relating to any other Taxes described in Section 39(b)(2)(i) or any Taxes in lieu of or enacted in substitution for any of the foregoing, except that, in such cases, TowerCo shall timely provide information necessary to file such report, return, or statement or (iii) any other report, return, certification, or statement which any SBC Group Member has notified TowerCo that such member intends to prepare and file); provided that any such member shall have furnished TowerCo, at TowerCo's expense, with such information reasonably necessary to prepare and file such returns as is within such member's control. TowerCo shall either file such report, return, certification, or statement and send a copy of such report, return, certification, or statement to the member, or, where not so permitted to file, shall notify the member of such requirement within a reasonable period of time prior to the due date for filing (without regard to any applicable extensions) and prepare and deliver such report, return, certification, or statement to the member. In addition, within a reasonable time prior to the time such report, return, certification, or statement is to be filed, TowerCo shall, to the extent permitted by law, cause all billings of such Taxes to be made to each SBC Group Member in care of TowerCo, make payment thereof, and furnish written evidence of such payment. TowerCo shall furnish promptly upon written request such data, records and documents as any SBC Group Member may reasonably require of TowerCo to enable such member to comply with requirements of any taxing jurisdiction arising out of such member's participation in the transactions contemplated by this Sublease and related documents.

(3) Payments. Any Tax indemnified under this Section 39(b) shall be paid directly when due to the applicable taxing authority if direct payment is permitted, or shall be reimbursed to the appropriate SBC Group Member on demand if paid by such member in accordance herewith. Except as otherwise provided in this Section 39(b), all amounts payable to a SBC Group Member hereunder shall be paid promptly in immediately available funds, but in no event later than the later of (i) ten (10) Business Days after the date of such demand or (ii) two
(2) Business Days before the date the Tax to which such amount payable hereunder relates is due or is to be paid and shall be accompanied by a written statement describing in reasonable detail the Tax and the computation of the amount payable. Such written statement shall, at TowerCo's request, as long as payment is not delayed, be verified by Ernst & Young, or another nationally recognized independent accounting firm selected by such member. Such verification shall be at TowerCo's expense unless the accounting firm determines that the amount payable by TowerCo is more than ten percent less than the amount shown on such written statement, in which event, the applicable SBC Group Member shall pay such costs. In the case of a Tax subject to indemnification under this Section 39(b) which is properly subject to a contest in accordance with Section 39(d), TowerCo (i) shall be obligated to make any advances with respect to such Tax whenever required under Section 39(d) and (ii) shall pay such Tax (in the amount finally determined to be owing in such contest) on an After-Tax Basis prior to the latest time permitted by the relevant taxing authority for timely payment after a final determination.

(c) Tax Savings. If, by reason of any payment made to or for the account of any Tax Indemnitee by TowerCo pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by TowerCo to or for the account of the Tax Indemnitee, then the Tax Indemnitee shall pay to TowerCo an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to TowerCo pursuant to this sentence; provided, however, that (A) the Tax Indemnitee shall not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by TowerCo with respect to the Tax being refunded or reduced pursuant to Section 39(a) or 39(b), as the case may be, over (y) the amount of all prior payments by the Tax Indemnitee to TowerCo hereunder with respect to such Tax provided that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to TowerCo as a result of this subclause (A) shall be carried forward and reduce TowerCo's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 hereof; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" shall be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund shall be treated as a Tax for which TowerCo must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) or 39(b) other than the Section 39(a)(4)(iii),
39(a)(4)(iv), or 39(b)(2)(iv)).

(d) Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss against which TowerCo may be required to

indemnify pursuant to Section 39(a) or 39(b) (a "Tax Claim"), such Tax Indemnitee shall promptly notify TowerCo thereof and provide TowerCo with relevant information thereto; provided, however, that the failure by the Tax Indemnitee to provide any such information shall not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of the contest hereunder. TowerCo may require the Tax Indemnitee to contest such Tax Claim at TowerCo's expense and, in that event, the Tax Indemnitee shall consult with TowerCo in good faith, but the Tax Indemnitee shall retain ultimate control over such contest. Notwithstanding the immediately preceding sentence, the Tax Indemnitee shall not be obligated to contest such Tax Claim unless (1) prior to taking the first such required action, TowerCo shall have furnished to the Tax Indemnitee, in the case of a contest with respect to federal income Taxes, with an opinion of a nationally recognized, independent tax counsel chosen by TowerCo and reasonably acceptable to the Tax Indemnitee, or, in the case of a contest with respect to other Taxes, with an opinion of a qualified tax counsel chosen by TowerCo and reasonably acceptable to the Tax Indemnitee, to the effect that there is a reasonable basis that is consistent with the standards provided for in ABA Formal Opinion 85-352 as in effect (on the date hereof) for the position to be asserted in contesting the matter in question, (2) no event of default by TowerCo under this Sublease shall have occurred and be continuing, (3) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Subleased Property or the imposition of criminal penalties, (4) TowerCo shall have acknowledged, in writing, that the contest is with respect to a liability that is indemnifiable by TowerCo pursuant to the terms of this Section 39(d), (5) if TowerCo reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, TowerCo shall loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and shall fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee shall not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of TowerCo, which consent shall not be unreasonably withheld. If TowerCo requests in writing that the Tax Indemnitee accept a settlement of a claim offered by the IRS (other than an offer conditioned upon the Tax Indemnitee's agreement with respect to any issue wholly or partly unrelated to the transactions contemplated by the Transaction Documents), the Tax Indemnitee shall either accept such settlement offer or agree with TowerCo that TowerCo's liability pursuant to Section 39 hereof shall be limited to an amount calculated on the basis of such settlement offer. The Tax Indemnitee shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court.

SECTION 40. General Provisions.

(a) Notices. Whenever any notice, demand or request is required or permitted under this Agreement, such notice, demand or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile (with a copy to be sent by nationally recognized courier for next business day delivery) to the

number for each Party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response, or action in response, to any notice, demand or request must be given shall commence to run from the date of receipt of the notice, demand or request by the addressee thereof. Any notice, demand or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided 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.

If to TowerCo:

Southern Towers, Inc.

c/o SpectraSite Communications, Inc. 100 Regency Forest Drive, Suite 400 Cary, North Carolina 27511 Attention: General Counsel Telecopy: (919) 468-8522

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Mitchell L. Berg Bruce A. Gutenplan Telecopy: (212) 757-3990

If to SBC or any SBC Affiliate:

SBC Tower Holdings LLC
17330 Preston Road, Suite #100A
Dallas, TX 75252

Attention: General Counsel Telecopy: 972-733-2021

with a copy to:

SBC Communications Inc. 175 E. Houston
4th Floor
San Antonio, TX 78205 Attention: Vice President and Assistant General Counsel Telecopy: (210) 351-3488

If to TowerCo Parent:

SpectraSite Holdings, Inc. c/o SpectraSite Communications, Inc. 100 Regency Forest Drive, Suite 400 Cary, North Carolina 27511 Attention: General Counsel Telecopy: (919) 468-8522

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Mitchell L. Berg Bruce A. Gutenplan Telecopy: (212) 757-3990

If to Wireless Guarantor:

SBC Wireless, LLC

c/o SBC Wireless, Inc. 17330 Preston #100A
Dallas, TX 75252
Attention: General Counsel Telecopy: (972) 773-2021

(b) Facsimile as Writing. The Parties expressly acknowledge and agree that, notwithstanding any statutory or decisional law to the contrary, the printed product of a facsimile transmittal shall be deemed to be "written" and a "writing" for all purposes of this Sublease.

(c) Binding Effect. This Sublease shall be binding upon and enforceable against, and shall inure to the benefit of, the Parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

(d) Headings. The use of headings, captions and numbers in this Sublease is solely for the convenience of identifying and indexing the various provisions in this Sublease and shall in no event be considered otherwise in construing or interpreting any provision in this Sublease.

(e) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUBLEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS SUBLEASE (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO TERMINATE THIS SUBLEASE, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS SUBLEASE.

(f) Exhibits. Each and every exhibit referred to or otherwise mentioned in this Sublease is attached to this Sublease and is and shall be construed to be made a part of this Sublease by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full and at length every time it is referred to or otherwise mentioned.

(g) Defined Terms. Capitalized terms used in this Sublease shall have the meanings ascribed to them at the point where first defined, irrespective of where their use occurs, with the same effect as if the definitions of such terms were set forth in full and at length every time such terms are used.

(h) Pronouns. Wherever appropriate in this Sublease, personal pronouns shall be deemed to include the other genders and the singular to include the plural.

(i) Severability. If any term, covenant, condition or provision of this Sublease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Sublease or the 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.

(j) Non-Waiver. Failure by any Party to complain of any action, non-action or breach of any other Party shall not constitute a waiver of any aggrieved Party's rights hereunder. Waiver by any Party of any right arising from any breach of any other Party shall not constitute a waiver of any other right arising from a subsequent breach of the same obligation or for any other default, past, present or future.

(k) Rights Cumulative. All rights, remedies, powers and privileges conferred under this Sublease on the Parties shall be cumulative of and in addition to, but not restrictive of or in lieu of, those conferred by law.

(l) Time of Essence. Time is of the essence of this Sublease. Anywhere a day certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Sublease. If any date set forth in this Sublease shall fall on, or any time period set forth in this Sublease shall expire on, a day which is a Saturday, Sunday or federal or state holiday, such date shall automatically be extended to, and the expiration of such time period shall automatically to be extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other non-business day. The final day of any time period under this Sublease or any deadline under this Sublease shall be the specified day or date, and shall include the period of time through and including such specified day or date.

(m) Applicable Law. This Sublease shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of New York, without regard to conflicts of law. Notwithstanding the foregoing, to the extent the application of the law of the state in which the affected Site is located is mandatory rather than permissive (such as, by way of example, with respect to the taking of possession of leased premises by a lessor or procedural matters relating to the exercise of remedies with respect to leased premises by a lessor), the laws of such state shall govern.

(n) Entire Agreement. This Sublease, together with all other agreements executed contemporaneously herewith, contains the entire agreement of the Parties with respect to the subject matter hereof, and all representations, warranties, inducements, promises or agreements, oral or otherwise, between the Parties not embodied in this Sublease shall be of no force or effect.

(o) Modifications. This Sublease shall not be modified or amended in any respect except by a written agreement executed by the Parties in the same manner as this Sublease is executed.

(p) Counterparts. This Sublease may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

(q) Attorneys' Fees. In the event of any litigation arising under or in connection with this Sublease, the prevailing Party shall be entitled to recover from the other Party the expenses of litigation (including reasonable attorneys' fees, expenses and disbursements) incurred by the prevailing Party.

(r) Authority. Each Party hereto warrants and represents that such Party has full and complete authority to enter into this Sublease and that each individual executing this Sublease on behalf of such Party has been fully authorized to execute this Sublease on behalf of such Party and that such Party is bound by the signature of such representative.

(s) Counsel. Each Party hereto warrants and represents that such Party has been afforded the opportunity to be represented by counsel of its choice in connection with the execution of this Sublease and has had ample opportunity to read, review, and understand the provisions of this Sublease.

(t) No Construction Against Preparer. No provision of this Sublease shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party's having or being deemed to have prepared or imposed such provision.

(u) Power of Attorney by SBC Group; Authorization.

(i) The Sublessors and each of them, hereby irrevocably constitute and appoint SBC (the "Agent") as their agent to enter into, modify, amend or otherwise change this Sublease, any Site Designation Supplement or any of their respective terms or provisions, to take all actions and to execute all documents necessary or desirable to effect the terms of this Sublease, and to take all actions and to execution all documents which may be necessary or desirable in 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 Sublease and the Site Designation Supplements. The Sublessor, and each of them, agree that service of process upon the Agent in any action or proceeding arising under or pertaining to the Sublease shall be deemed to be valid service of process upon such Sublessor, and each of them, and any claim by TowerCo against the Sublessors, or any of them, in respect to the Sublease may be asserted against, and settled with, the Agent. The Agent shall be deemed to have accepted the appointment herein upon its execution of this Sublease.

(ii) Nothing contained herein shall be deemed to make the Agent liable to the Sublessors because of service in its capacity as agent. In performing any of its duties hereunder, the Agent shall not incur any liability to the Sublessors 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 the Sublessors, 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]

SIGNATURE PAGE TO LEASE AND SUBLEASE

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:

SOUTHERN TOWERS, INC.

By /s/Glen Spivak
  -----------------------------------------------
    Glen Spivak
     Vice President

SOUTHERN TOWERS OF DELAWARE, INC.

By /s/Glen Spivak
  -----------------------------------------------
    Glen Spivak
     Vice President

SBC TOWER HOLDINGS LLC,
a Delaware limited liability company
By: New Southwestern Bell Mobile Systems, Inc.,
its Managing Member

By /s/Gregory L. Gibson
  -----------------------------------------------
     Gregory L. Gibson, as attorney-in-fact

TOWERCO PARENT:

SPECTRASITE HOLDINGS, INC.

By /s/Richard Byrne
  -----------------------------------------------
   Richard Byrne
     Executive Vice President

WIRELESS GUARANTOR:

SBC WIRELESS, LLC

By /s/Kathy Rehmer
  -----------------------------------------------
     Kathy Rehmer, as attorney-in-fact

EXHIBIT 10.3

AGREEMENT TO BUILD TO SUIT

By and Among

SBC WIRELESS, LLC,

for itself and as Agent for certain SBCW Parties Designated on the signatures Page Hereof,

and

SPECTRASITE HOLDINGS, INC.

[TowerCo Parent]

and

SPECTRASITE COMMUNICATIONS, INC.

[Vendor, a wholly-owned subsidiary of TowerCo Parent]

                                                                                                               Page

                                TABLE OF CONTENTS


                                                                                                               Page


                                    Article I
                                   Definitions

Section 1.01. Definitions. .......................................................................................1
Section 1.02. Use of Words and Phrases. .........................................................................10

                                   Article II
                               Agreement Documents


                                   Article III
                     Scope Of Work; Nature Of The Engagement

Section 3.01. Engagement of Vendor. .............................................................................11
Section 3.02. Identification of Collocation Sites. ..............................................................12
Section 3.03. Term.  14
Section 3.04. Time for Commencement and Completion. .............................................................14
Section 3.05. Relationship. .....................................................................................14
Section 3.06. Project Personnel. ................................................................................15
Section 3.07. Familiarity with Project and BTS Sites. ...........................................................16
Section 3.08. Quality Standard. .................................................................................16
Section 3.09. Books and Records of Vendor, Right of Inspection by SBCW. .........................................16
Section 3.10. Scope of the Project. .............................................................................17
Section 3.11. Available BTS Sites in Event of Condemnation. .....................................................19
Section 3.12. Additional Provisions Regarding SBCW Parties. .....................................................19

                                   Article IV
                              Vendor's Undertakings

Section 4.01. Vendor's Undertakings. ............................................................................22
Section 4.02. Governmental Requirements and Permits. ............................................................23

                                    Article V
                             Pre-Construction Phase

Section 5.01. Proposal of BTS Sites; Development Plan. ..........................................................25
Section 5.02. Due Diligence .....................................................................................26
Section 5.03. Utilities. ........................................................................................27

                                   Article VI
                               Construction Phase

Section 6.01. General. ..........................................................................................28
Section 6.02. Performance of the Work ...........................................................................28
Section 6.03. Implementation Plan. ..............................................................................29

Section 6.04. Site Schedule. ....................................................................................29
Section 6.05. Quality Review. ...................................................................................30
Section 6.06. Compliance with Requirements, Permits, Bonds and Insurance during Construction ....................30
Section 6.07. Work Permits. .....................................................................................30
Section 6.08. Construction by Vendor. ...........................................................................31
Section 6.09. Site Data. ........................................................................................31
Section 6.10. Warranty. .........................................................................................31
Section 6.11. Access and Inspection. ............................................................................32
Section 6.12. Completion. .......................................................................................33

                                   Article VII
                             Guaranty Of Obligations

Section 7.01. TowerCo Parent's Guaranty. ........................................................................34

                                  Article VIII
                 Vendor's Additional Obligations As To Bts Sites

Section 8.01. Hazardous Waste and Contamination Investigation. ..................................................35
Section 8.02. Geotechnical Subsurface and Soil Investigation. ...................................................35
Section 8.03. Additional Environmental Requirements .............................................................36
Section 8.04. FAA/FCC Compliance. ...............................................................................37

                                   Article IX
                              Agreement To Sublease

Section 9.01. Execution of the Site Designation Supplement. .....................................................37
Section 9.02. Effect of Sublease and Site Designation Supplement. ...............................................38

                                    Article X
                                    Insurance

Section 10.01. Vendor's Insurance Requirements. .................................................................38
Section 10.02. Evidence of Insurance. ...........................................................................39
Section 10.03. Waiver of Subrogation. ...........................................................................39

                                   Article XI
                              Liability; Indemnity

Section 11.01. Liquidated Damages. ..............................................................................39
Section 11.02. Indemnity of SBCW. ...............................................................................40
Section 11.03. Relationship to Insurance. .......................................................................41
Section 11.04. No Third-Party Beneficiaries. ....................................................................41

                                   Article XII
                    Additional Representations And Warranties

Section 12.01. SBCW's Representations and Warranties.............................................................41
Section 12.02. Vendor's Representations and Warranties. .........................................................41
Section 12.03. TowerCo Parent's Representations and Warranties. .................................................42

                                  Article XIII
                             Default And Termination

Section 13.01. Default by Vendor. ...............................................................................42
Section 13.02. Obligations upon Termination. ....................................................................44
Section 13.03. Termination of Agreement by Vendor in Respect of SBCW's Bankruptcy. ..............................44

                                   Article XIV
                                  Force Majeure

Section 14.01. Force Majeure. ...................................................................................45
Section 14.02. Effect of Force Majeure. .........................................................................46

                                   Article XV
                      Fire or Other Casualty; Condemnation

Section 15.01. Obligation to Reconstruct; Use of Insurance Proceeds. ............................................46
Section 15.02. Condemnation of the Tower or Site; Application of Compensation. ..................................46

                                   Article XVI
                                  Miscellaneous

Section 16.01. Notices ..........................................................................................47
Section 16.02. Assignment, Binding Effect. ......................................................................48
Section 16.03. Authorized Representatives. ......................................................................49
Section 16.04. Headings. ........................................................................................49
Section 16.05. Annexes, Exhibits and Schedules. .................................................................49
Section 16.06. Publicity. .......................................................................................49
Section 16.07. Severability. ....................................................................................49
Section 16.08. Waiver. ..........................................................................................50
Section 16.09. Rights Cumulative. ...............................................................................50
Section 16.10. Time of Essence, Prompt Responses. ...............................................................50
Section 16.11. Applicable Law. ..................................................................................50
Section 16.12. Waiver of Jury Trial. ............................................................................50
Section 16.13. Entire Agreement. ................................................................................50
Section 16.14. Modifications. ...................................................................................51
Section 16.15. Counterparts. ....................................................................................51
Section 16.16. No Brokers. ......................................................................................51
Section 16.17. Power of Attorney by SBCW Parties; Authorization. ................................................51

Annex and Schedules

Annex A Specifications
Annex B Vendor Responsibility Matrix
Annex C Project Data Requirements; Form of SARF Annex D Form of Candidate Sheet; Notice to Proceed Annex E Form of Punch List

Schedule 8.04              Rules, Policies, Regulations and Interpretations of SBCW Relating to or in Connection
                           with Applicable FAA and FCC Regulations
Schedule 3.10(c)           Terms under which SBCW may acquire Sites and develop and construct its own Towers and
                           transfer such Towers to Southern Towers, Inc., an Affiliate of Vendor
Schedule 3.12(a)
Schedule 3.12(b)

AGREEMENT TO BUILD TO SUIT

THIS AGREEMENT, made and entered into as of the 14th day of December, 2000 by and between SBC WIRELESS, LLC, a Delaware limited liability company ("SBCW"), for itself and as Agent for certain SBCW Parties (as defined in Section 1.01) designated on the signature pages hereto, SPECTRASITE HOLDINGS, INC., a Delaware corporation ("TowerCo Parent"), and SPECTRASITE COMMUNICATIONS, INC., a wholly-owned subsidiary of TowerCo Parent and a Delaware corporation ("Vendor").

W I T N E S S E T H:

WHEREAS, SBCW desires for Vendor to identify potential cell site locations within specified search areas located within the Territory for build-to-suit sites and to cause each such cell site selected by SBCW to be acquired or leased by Vendor and to be developed, among other things, causing a tower and other improvements to be designed, constructed and installed thereon, for the non-exclusive use and occupancy by SBCW or SBCW Parties pursuant to the BTS Sublease; and

WHEREAS, SBCW 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 and intend to bind hereby only Vendor, SBCW and the SBCW Parties;

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:

Article I Definitions

Section 1.01. Definitions.

(a) The following capitalized terms shall have the following respective meanings for purposes of this Agreement:

"Acquisition" means the acquisition by Vendor of a fee simple title to or ground lease interest in each BTS Site, all investigations, examinations, tests and inspections, and other due diligence activities incidental thereto, and all legal activities incidental 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. "Affiliation" means, with respect to two Persons, the relationship of such Persons as Affiliates of each other.

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

"Agreement to Sublease" means the Agreement to Sublease dated August 25, 2000, among TowerCo Parent, Vendor, SBC TowerCo Inc. and the other Sublessor Entities named therein.

"BTS Rent" has the meaning given to such term in the BTS Sublease.

"BTS Markets" has the meaning given to such term in Section 3.12(a).

"BTS Sites" means the cell tower site locations located within the Territory that are or will be owned or leased by Vendor or TowerCo Affiliates: (i) on which Vendor constructs or is to construct Towers and Improvements pursuant to this Agreement; and (ii) on which SBCW or a SBCW Party leases the Leased Space. BTS Sites include Completed BTS Sites but excludes TowerCo Existing Sites.

"BTS Sublease" means the Sublease (BTS) of even date herewith among TowerCo Parent, SpectraSite Communications, Inc. or SpectraSite Wireless Towers, Inc. and SBCW.

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

"Cingular" means Cingular Wireless, LLC or its successor, if any, by merger, consolidation or sale of all or substantially all of Cingular's or its successor's assets.

"Claim" has the meaning given to such term in Section 11.02.

"Collocation Services" has the meaning given such term in
Section 3.02.

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

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

"Completion," "Complete" or "Completed" means (i) Vendor's receipt of zoning approvals and other Permits in accordance with all Governmental Requirements, and all applicable FAA approvals and/or antennas structure registration ("ASR") approvals (FCC Form 854 and 854R) have been appropriately filed; (ii) Vendor's completion of all

items of construction in accordance with the Specifications and the requirements of all Governmental Authorities so that SBCW or an SBCW Party can use the Leased Space of the BTS Site without interference in the 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 Vendor or SBCW, as the case may be, of the Completion Certificate;
(v) ready access by SBCW or an SBCW Party, its employees, agents and invitees, to (A) during the construction period, the entire BTS Site (including Tower and Improvements) and (B) after the Completion of construction, the Leased Space; (vi) all the fixtures and equipment to be installed by Vendor are installed and in good operating order; (vii) the BTS Site is clean; and (viii) the Tower and the Improvements are ready for the installation of SBCW's Improvements.

"Completion Certificate" means, as to each BTS Site, the certificate of completion issued by the party which developed the BTS Site (Vendor or SBCW, as the case may be) and countersigned by the other party 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 F attached hereto.

"Completion Data" means height verification certifications via 1-A survey, tape drop or some other agreed method, center line measurements, exact location of all equipment on a Tower, and where required, marking and lighting verification and correct posting of Tower registration numbers.

"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.

"Compliance Data" means a 1-A survey of exact Tower location, certified by a registered surveyor, together with a topography map plot confirming the location and providing the address of the BTS Site, FAA/FCC height verifications as certified by either a surveyor or an independent contractor authorized to perform height measurements in accordance with SBCW specifications, FAA approvals, where required (FAA forms 7460-1, 7460-2), FCC Tower registration forms, where required (FCC forms 854 and 854-R), certification that the Tower registration number is posted at the BTS Site as required by the FCC regulations, certification that correct marking/lighting is in place in accordance with FAA requirements, and a completed NEPA/EPA checklist demonstrating environmental compliance.

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

"Contract Manager" has the meaning given to such term in
Section 3.06(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, whether through the ownership of voting securities, by contract or otherwise.

"Designated SBCW Parties" has the meaning given to such term in Section 3.12(a).

"Due Diligence Package" means collectively the documents in the form of Annex G-2 and information collected by Vendor 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.

"Environmental, 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 and all provisions of FCC regulation 1.1307 et seq.

"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.

"Existing POPs" means the sum of the POPs shown in Schedule 3.12(b) to this Agreement.

"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 13 hereof.

"Future Designated SBCW Party" has the meaning given to such term in Section 3.12(a).

"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 a given BTS Site, the ground lease, easement or other right of use pursuant to which Vendor or a TowerCo Affiliate holds a leasehold interest, leasehold estate or other possessory interest therein.

"Ground Lease Effective Date" means, as to any Ground Lease, the date of execution and delivery by Vendor or a TowerCo 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 BTS Sublease.

"Implementation Plan" means, as to each Site, a plan to be prepared by Vendor 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 H.

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

"Leased Space" has the meaning given to such term in the BTS Sublease; except that (i) regardless of the actual number of antennas and related equipment placed on the Leased Space of any BTS Site at the time of the execution of the applicable Site Designation Supplement, the Leased Space of such BTS Site shall include space for, and be capable of supporting the following equipment or the tower load equivalent of: (x) up to twelve (12) panel antennas consistent with the
(12) panel antenna arrays and related equipment specified in Annex K, and (y) a microwave dish placed seventeen feet (17') below (measured center-line to center-line) the location of such panels; provided, however, that the size of such antennas and microwave dish shall not exceed that of SBCW's configuration(s) for antennas and microwave dishes as more particularly described in Annex K, and (ii) shall include a sector frame for such antennas. With respect to any sublease entered into at a Third Party Site as hereinafter provided, the Leased Space shall be the demised premises described in such sublease.

"Liquidated Damages" has the meaning given to such term in
Section 11.01.

"Market Transfer" has the meaning given to such term in
Section 3.12(c).

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

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

"Original Market" has the meaning given to such term in
Section 3.12(b).

"Original Market Business" has the meaning given to such term in Section 3.12(b).

"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 SBCW'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 Use" has the meaning given to such term in the BTS Sublease.

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

"Potential Collocation Sites" has the meaning given to such term in Section 3.02.

"Project" means Vendor's performance of the Work and construction of the Towers on the BTS Sites and the provision of the Collocation Services if requested by SBCW.

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

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

"SBCW" has the meaning given to such term in the Preamble to this Agreement; provided that when appropriate "SBCW" shall also mean the SBCW Party which becomes (or is contemplated to become) a lessee of space at a site pursuant to this Agreement.

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

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

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

"SBCW Party" means corporations, partnerships, limited liability companies or other entities which are Affiliates of Cingular and whose names are set forth on the signature pages hereof, and such additional Persons as become SBCW Parties pursuant to Section 3.12 of this Agreement. For purposes of this Agreement, except as provided in
Section 3.12 of this Agreement, any Person which becomes an Affiliate of Cingular after the date hereof is deemed not to be an SBCW Party.

"SBCW Sublease" has the meaning given to such term in Section 16.02.

"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 SBCW.

"Services" means all services required to be performed or procured by Vendor subject and pursuant to the terms and conditions of this Agreement including, without limitation: (i) identification of potential new locations for BTS Sites within each designated search

area and presentation of such potential BTS Sites to SBCW for final selection; (ii) Acquisition of BTS Sites; (iii) construction and installation of a Tower and Improvements on each of the BTS Sites; and
(iv) the identification of Potential Collocation Sites on TowerCo Existing Sites and the provision of other Collocation Services if requested by SBCW, all as more particularly described in this Agreement, including the Annexes.

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

"Site Data Package" means collectively the documents in the form of Annex G-1 attached hereto and the information collected by TowerCo Parent pursuant thereto.

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

"Site Schedule" means a timetable prepared by Vendor and reasonably approved in writing by SBCW with respect to each BTS Site that 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 H and conforming to the dates provided in this Agreement.

"SMS Agreement" means that certain Site Management Agreement between Pacific Bell Mobile Services and Site Management Solutions, Inc., dated July 27, 1999, as amended by the Addendum to Agreement of even date therewith.

"Sold Market" has the meaning given to such term in Section 3.12(d).

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

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

"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, SBCW's or SBCW Party's use and operation of the Leased 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 SBCW's or a SBCW Party's use and operation of the Leased Space on such BTS Site, including Communications Equipment.

"Swap Market" has the meaning given to such term in Section 3.12(b).

"Swap Market Business" has the meaning given to such term in
Section 3.12(b).

"Term" has the meaning given to such term in Section 3.03.

"Territory" means the United States of America, Puerto Rico and the U.S. Virgin Islands.

"Third Party" has the meaning given to such term in Section 3.12(c).

"Third Party Site" has the meaning given to such term in
Section 3.02.

"Threshold" has the meaning given to such term in Section 3.12(c).

"Tower" means a wireless transmission tower structure. Towers shall not include TowerCo Existing Sites and shall not include rooftops, steeples, chimneys, water towers or other existing structures, or other structures that would constitute "owned neutral host infrastructure" or "in-building applications."

"TowerCo Existing Sites" means all wireless transmission towers, now or hereafter owned or leased or operated under capital leases by Vendor, TowerCo Parent or by any entity Controlled by TowerCo Parent and located within the Territory, provided, however, that BTS Sites shall not constitute TowerCo Existing Sites.

"TowerCo Parent" has the meaning given to such term in the Preamble to this Agreement.

"Transferred Markets" has the meaning given to such term in
Section 3.12(c).

"Vendor Indemnitee" has the meaning given to such term in
Section 11.02.

"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.

Section 1.02. Use of Words and Phrases.

(a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number. "Herein," "hereby," "hereunder," "hereof," "herein before," "hereinafter," and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used.

(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) SBCW 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 or copies of such writing and any and all amendments, supplements, modifications, renewals, extensions, restatements or replacements of or to the same from time to time.

Annex A                   Specifications
Annex B                   Vendor Responsibility Matrix
Annex C                   Project Data Requirements; Form of SARF
Annex D                   Form of Candidate Sheet; Notice to Proceed
Annex E                   Form of Punch List
Annex F                   Certificate of Completion
Annex G                   Form of Site Data Package; Form of Due Diligence Package
Annex H                   Form of Site Schedule
Annex I                   Collocation Services on TowerCo Existing Sites Summary
Annex J                   [Intentionally Deleted]
Annex K                   SBCW Standard Configuration
Annex L                   Minimum Standards for BTS Sites
Annex M                   Minimum Standards for Potential Collocation Sites
Annex N                   Existing Contracts

Schedule 8.04             Rules, Policies, Regulations and Interpretations of SBCW Relating
                          to or in Connection with Applicable FAA and FCC Regulations
Schedule 3.10(c)          Terms under which SBCW may acquire Sites and develop and construct
                          its own Towers and transfer such Towers to Southern Towers, Inc.,
                          an Affiliate of Vendor
Schedule 3.12(a)          Affiliates of Cingular bound by this Agreement
Schedule 3.12(b)          BTS Markets

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

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

Article III Scope Of Work; Nature Of The Engagement

Section 3.01. Engagement of Vendor.

(a) SBCW hereby engages Vendor, for the Term of this Agreement as provided in
Section 3.03, to develop and construct Towers and Improvements on the BTS Sites (subject to any right of SBCW to terminate this Agreement under any applicable provision of this Agreement), and perform the Services all as required by this Agreement. SBCW reserves the right to construct and install all of the Constructed Improvements and its Communications Equipment on the BTS Sites; provided, however, that SBCW shall have the right to request that Vendor construct and install one or more concrete equipment pads or raised platforms capable of accommodating SBCW's or SBCW Party's buildings, huts or equipment shelters at each BTS Site. The parties acknowledge that all Constructed Improvements developed and constructed by SBCW or Vendor on any BTS Site are intended to constitute a part of SBCW's Improvements, and are not intended to be shared by Space Subtenants or constitute a part of the Improvements. The parties further acknowledge that Improvements, other than Constructed Improvements, do not constitute a part of SBCW's Improvements. Vendor hereby accepts such engagement in accordance with the terms and conditions of this Agreement. Vendor shall construct the Tower and Improvements at each BTS Site in accordance with the Implementation Plan and applicable Site Schedule. Vendor shall perform and be responsible for all responsibilities assigned to Vendor in the Vendor Responsibility Matrix attached hereto as Annex B. In addition to the engagement provided for in this Section 3.01, Vendor acknowledges and agrees that SBCW may engage Vendor on behalf of any Affiliate of SBCW or of the SBCW Parties (e.g., Bell South wireless companies) to develop and construct up to a maximum of one hundred (100) Towers and Improvements on BTS Sites located within the Territory and to perform the Services as required under this Agreement for such Towers. Upon the occurrence of the applicable events hereinafter described in this Agreement, the applicable Affiliate of the SBCW Parties shall occupy the Leased Space subject to the terms of the BTS Sublease.

(b) Subject to Sections 3.02(a) and 3.02(b), Vendor's 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 BTS Rent by SBCW pursuant to the BTS Sublease (notwithstanding that such BTS Rent may be paid to an Affiliate of Vendor). The parties agree that the BTS Rent payable by SBCW with respect to the Leased Space of any Completed BTS Site or TowerCo Existing Site shall be $1400 per month, or such greater amount as is provided in the BTS Sublease for any sites which become subject to the BTS Sublease on or after the first anniversary hereof, subject to an annual increase as provided in the BTS Sublease. This Section 3.01(b) shall survive any expiration or termination of this Agreement.

Section 3.02. Identification of Collocation Sites.

(a) Vendor may, without delaying any of its obligations under this Agreement, including, without limitation, its obligations pursuant to Article 5, at any time during the Term, provide SBCW with a written notice proposing any TowerCo Existing Site or any wireless transmission tower ("Third Party Site") owned, leased or operated by any third party ("Third Party Owner"), within a search area specified in the applicable SARF that would be suitable for the collocation of SBCW's Communications Equipment ("Potential Collocation Sites"). SBCW shall either accept the proposed site, or at SBCW's option, in the event that SBCW reasonably believes that such site does not satisfy the minimum standards set forth in Annex M, reject such site by sending notice of such election in writing to Vendor within fifteen (15) days after the notice thereof. In addition, SBCW may reject a Potential Collocation Site in writing within fifteen (15) days after SBCW's receipt of Vendor's notice thereof if there then exists an alternative site within such search area that, in SBCW's judgment, is also suitable for the collocation of SBCW's Communications Equipment but that is available to SBCW upon economic terms and conditions that are, in SBCW's judgment, more favorable to SBCW. In the event SBCW pursues a Potential Collocation Site (other than a Third Party Site), Vendor shall provide SBCW with Compliance Data, a Site Data Package and a Due Diligence Package with respect to such site within fifteen (15) days after receipt of SBCW's notice. With respect to Third Party Sites, (A) the Due Diligence Package shall also include (i) a copy of the Third Party Owner's standard form of sublease ("Third Party Sublease"), if any, and (ii) copies of any existing leases of space at such Third Party Site, to the extent the same are made available by the Third Party Owner (the items to be delivered pursuant to this sentence, the "Third Party Deliveries"); and (B) Vendor shall use commercially reasonable efforts to deliver the Due Diligence Package to SBCW within 45 days after receipt of SBCW's notice (it being agreed that failure to so deliver such Due Diligence Package within such 45-day period shall not be a breach of this Agreement but shall permit SBCW to revoke its notice that it wishes to pursue such Third Party Site). With respect to Third Party Sites, SBCW shall have ten (10) business days from its receipt of the Due Diligence Package to reject such Potential

Collocation Site if the Third Party Sublease is not satisfactory to SBCW in its reasonable judgment. If SBCW elects to become a tenant on a TowerCo Existing Site, Vendor shall sublease the Leased Space thereon to SBCW or its Affiliate pursuant to the BTS Sublease and SBCW and Vendor shall execute a Site Designation Supplement for such TowerCo Existing Site. In the event that SBCW elects to become a tenant on a TowerCo Existing Site on which there are existing tenants, SBCW shall sublease the Leased Space subject to all provisions in existing leases of space at such TowerCo Existing Site which give the tenants under such leases rights that are superior to those of SBCW (provided that such provisions have been made available to SBCW as part of the Due Diligence Package). In the event that SBCW elects to become a tenant on a Third Party Site, Vendor shall use reasonable efforts to cause the Third Party Owner to sublease the Leased Space to SBCW or its Affiliate pursuant to a form reasonably approved by SBCW and acceptable to the Third Party Owner. SBCW shall pay Vendor for Vendor's search costs in connection with such accepted Third Party Site (which costs shall include the cost of preparing and/or obtaining the Third Party Deliveries) at the then current market rates for such search services. If SBCW rejects a Potential Collocation Site as provided above in the event there exists a suitable alternative site within the applicable search area, Vendor shall have no further obligation with respect to that Potential Collocation Site and SBCW shall be entitled to pursue such alternative site without reference to this Agreement. Furthermore, if SBCW rejects or does not pursue a Potential Collocation Site, Vendor shall keep performing all of its obligations hereunder, including, without limitation, performing search Services in such search area as provided in Article 5.

(b) If SBCW is interested in a Potential Collocation Site, Vendor may, upon written notice thereof to SBCW, offer the performance of certain other Collocation Services and the fees for such services set forth in Annex I (the "Collocation Services") with respect to such Potential Collocation Site; provided, that Vendor acknowledges that at any time during the Term, SBCW shall have the right to engage any Person other than Vendor to perform such Collocation Services. If the terms, conditions and fees in connection with such Collocation Services are acceptable to SBCW, SBCW may engage Vendor to perform such Collocation Services upon written notice to Vendor within five (5) Business Days after receipt by SBCW of the offer from Vendor. If SBCW elects to engage Vendor to perform such Collocation Services pursuant to this Section 3.02(b), such Collocation 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 Collocation Services. Vendor hereby acknowledges and agrees that any and all fees in connection with performance of any Collocation Services shall be due and payable only if SBCW installs its Communications Equipment on a Potential Collocation Site. SBCW shall retain Vendor to install all lines, antennas and SBCW's other Communications Equipment on all TowerCo Existing Sites and BTS Sites ("Installation Services") provided that SBCW and Vendor agree on the cost of the Installation Services, such cost to be based upon the current market rates for the Installation Services for the area in which the site is located. If Vendor performs the Installation Services, the Installation Services shall be performed in accordance with the provisions of the immediately preceding sentence and SBCW shall pay the agreed-upon costs thereof within 10 days after delivery of a reasonably detailed invoice therefor.

Section 3.03. Term.

(a) Subject to Article 13, this Agreement shall commence on the Effective Date, and shall continue until the fifth (5th) anniversary of the Effective Date (the "Term"), plus such additional time as may be required (i) for an aggregate number of new Towers to be developed and Completed by either Vendor or SBCW (either itself or through a third party pursuant to Section 3.10(c)) equal to the number of Towers that SBCW elected, pursuant to Section 3.10(d), to become "Substitute Sites" under the Agreement to Sublease and (ii) for the parties to satisfy their respective obligations hereunder to the extent such obligations arose or accrued prior to such fifth (5th) anniversary.

(b) Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that upon execution of a Site Designation Supplement with respect to any site pursuant to this Agreement and the BTS Sublease, except with respect to those provisions of this Agreement which survive the expiration or termination hereof, the BTS 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 or TowerCo Existing Site.

Section 3.04. Time for Commencement and Completion.

Vendor and SBCW acknowledge that the time for Scheduled Commencement Date and Completion of the BTS Site will be determined by the applicable Implementation Plan and the Site Schedule. Vendor's unexcused failure to Complete any BTS Site in accordance therewith shall subject Vendor to the Liquidated Damages pursuant to Section 11.01.

Section 3.05. Relationship.

Vendor agrees to furnish its best skill and judgment in performing its obligations hereunder, and to cooperate with SBCW in furthering SBCW's interests. Except as expressly provided in Section 8.01, SBCW, Vendor and TowerCo Parent, in the performance of this Agreement will be acting in their individual capacities and not as employees, partners, joint venturers, agents or associates of one another. In the performance of this Agreement, Vendor is, and shall at all times during the term of this Agreement be, an independent contractor. Nothing contained in this Agreement creates the relationship of a joint venture, partnership, association or agency between the parties. No party shall have any authority to bind or otherwise obligate the other. Persons retained by either party as employees or agents shall not, solely by reason thereof, be deemed to be employees or agents of the other party.

Section 3.06. Project Personnel.

(a) Vendor shall, at its own cost and expense, employ only competent and able personnel for the performance of the Services and all of Vendor's obligations under this Agreement, including, without limitation, contractors and subcontractors that are properly licensed and legally qualified to construct the Towers and Improvements and complete the Work on each BTS Site and/or provide the Collocation Services. Vendor shall make available to SBCW a list of its principal contractors and subcontractors, and SBCW shall have the right to request a particular contractor or subcontractor be removed from the list for the Project so long as such request is based upon commercially reasonable criteria. 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 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 3.06(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 reasonably requested by SBCW, 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 SBCW shall pay any direct costs associated with any such suitable experts that are in addition to those required pursuant to Section 3.06(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) SBCW reserves the right to require Vendor to immediately remove and exclude any Person or entity employed by or otherwise working for Vendor, its agents, consultants, contractors, subcontractors or advisors, from any BTS Site or TowerCo Existing Site, at SBCW'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 any removal or exclusion requested pursuant to this
Section 3.06(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. Unless SBCW otherwise consents in writing, as to each BTS Site, Vendor shall (i) allocate sufficient personnel to devote 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.

Section 3.07. Familiarity with Project and BTS Sites.

Vendor represents and warrants that Vendor is familiar with projects similar to the Project, is or will become familiar with the Specifications applicable to the Towers and Improvements, will visit and examine each BTS Site and the surrounding locale, and knows or will know the working conditions in and around each BTS Site.

Section 3.08. Quality Standard.

Vendor agrees to perform its obligations and furnish its Services hereunder properly, diligently, and in good faith, in accordance with the standards of its profession, and in accordance with all applicable Governmental Requirements. Vendor shall implement quality control procedures, which shall be sufficient to ensure compliance with the Specifications and shall otherwise maintain quality standards for the Services at least equal to the normal quality standards applied in the industry prior to the date of this Agreement.

Section 3.09. Books and Records of Vendor, Right of Inspection by SBCW.
Vendor shall keep such accounts as may be necessary for its proper financial management of the Project under this Agreement. The system of accounting employed by Vendor shall be such as is reasonably satisfactory to SBCW. SBCW shall be afforded access to all of Vendor's records, books, correspondence, instructions, drawings, plans, blueprints, specifications, receipts, vouchers, memoranda and similar data relating to the Project and this Agreement to the extent relating to SBCW's intended use, Vendor's compliance with the terms hereof, Vendor's and each BTS Site's and TowerCo Existing Site's compliance with Governmental Requirements, the structural integrity of the Improvements, or if SBCW otherwise provides reasonable justification therefor, except for privileged documents or where disclosure is prohibited by law. Such books and records shall be open for inspection and copying upon reasonable written notice by SBCW, at its cost, and its authorized representatives at reasonable hours at Vendor's principal office and shall be retained by Vendor for a period of three (3) years after the expiration of the BTS Sublease.

Section 3.10. Scope of the Project.

(a) Subject to the terms and conditions of this Agreement, SBCW, for itself and as agent for the SBCW Parties, hereby grants to Vendor for the Term the exclusive right to develop new Towers which SBCW elects to have constructed in the Territory; provided that the foregoing shall not apply with respect to Sites subject to the existing contracts listed in Part A of Annex N annexed hereto (the "Existing Contracts") and the Eastern Transportation Corridor Sites listed in Part B of Annex N (the "ETC Sites"). Except as provided in Section 3.12 of this Agreement, the exclusive rights provided to Vendor hereunder shall only apply to SBCW and the SBCW Parties set forth on the signature pages to this Agreement, and their respective successors and assigns (but, subject to the provisions of Section 3.12 hereof, only if and for so long as such Persons and such entity is an Affiliate of Cingular).

(b) Notwithstanding anything to the contrary contained herein and subject to Article 13, the parties agree that during the Term, Vendor shall have the exclusive right and obligation to perform all Services on the BTS Sites pursuant to this Agreement other than Collocation Services and except as expressly provided in this Agreement to the contrary, and shall have an affirmative obligation to Complete the Work on any such BTS Sites in strict compliance with the provisions of this Agreement; provided, however, that if at any time during the Term, Vendor's right and obligation to perform Services on the BTS Sites is suspended or terminates (i) in respect of any BTS Site pursuant to Section 13.01(b)(i), then SBCW shall have the right to engage any Person to perform any and all Services on such BTS Site, or (ii) pursuant to Section 13.01(b)(ii), then SBCW shall have the right to engage any Person to perform any and all Services on any or all BTS Sites. SBCW reserves the right to construct and install all of the Constructed Improvements and its Communications Equipment on the BTS Sites; provided, however, that SBCW shall have the right to request that Vendor construct and install one or more concrete equipment pads or raised platforms capable of accommodating SBCW's or SBCW Party's buildings, huts or equipment shelters.

(c) Notwithstanding anything to the contrary contained herein, SBCW reserves the right, either directly or through a SBCW Party or any third party, to acquire Sites and thereafter to develop and construct its own Towers pursuant to the terms summarized on Schedule 3.10(c) hereof. Following Completion of such Towers, such Towers shall be sold to Vendor (or to SpectraSite Wireless Towers, Inc., an Affiliate of Vendor) for an amount calculated in accordance with the schedule of costs agreed to by the parties and attached to Schedule 3.10(c). Upon the sale of any such Tower to Vendor (or SpectraSite Wireless Towers, Inc.), said Tower shall be deemed to be a BTS Site and SBCW or a SBCW Party shall occupy the Leased Space subject to the terms of the BTS Sublease. In acquiring, developing and constructing its own Towers as aforesaid, SBCW or the applicable SBCW Party may retain one or more third party consultants and/or contractors to perform the work associated therewith, but the retaining of such entities shall not otherwise relieve SBCW from its obligations under this Agreement. The obligation of SBCW to sell Towers that it has developed to Vendor (or SpectraSite Wireless Towers, Inc.) shall not apply to (i) Sites controlled

by SBCW or SBCW Parties with respect to which, as of the date of the Agreement to Sublease, actual construction has commenced, defined as the issuance of building permits for such Site, or (ii) the ETC Sites, unless SBCW obtains a waiver of the right of first refusal to purchase the ETC Sites from Site Management Solutions, Inc. ("SMS") or if SMS fails to exercise such right of first refusal pursuant to the SMS Agreement or if such right of first refusal is otherwise terminated or determined to be invalid or unenforceable.

(d) At any time on or before the "Final Closing Date" under the Agreement to Sublease, SBCW may elect to have any Towers that are being developed by either Vendor or by SBCW (either itself or through a third party pursuant to Section 3.10(c)) become "Substitute Sites" pursuant to the Agreement to Sublease rather than become BTS Sites under this Agreement and the BTS Sublease. For such Tower to so become a Substitute Site, such Tower must satisfy all of the conditions and criteria set forth in the Agreement to Sublease for Substitute Sites and, in addition:

(i) if such Tower is being developed by Vendor, no later than thirty (30) days before the anticipated date of Completion of such Tower, Vendor shall provide to SBCW Vendor's reasonable good faith estimate of (A) Vendor's actual, direct out-of-pocket costs of acquiring the applicable Site and developing and constructing such Tower (including all Site acquisition costs and other "hard" and "soft" costs), plus (B) Vendor's personnel and related costs reasonably allocated to such Tower based on the amount spent by such personnel on such Site acquisition and development and construction, and, if SBCW shall elect to have such Tower become a Substitute Site (which election shall be made in writing no later than fifteen (15) days after receipt of Vendor's calculation), upon Completion of such Tower, SBCW shall acquire such Tower from Vendor for an amount equal to the actual amounts under (A) plus (B) above (calculated as of ---- the Completion Date), plus (C) a profit margin equal to Vendor's customary profit margin for arms-length ---- agreements to develop Towers for third parties. Following the acquisition of such Tower by SBCW, such Tower shall be leased to Vendor's Affiliate, Southern Towers, Inc. pursuant to the Agreement to Sublease and shall be governed by the Agreement to Sublease and the SBCW Sublease rather than by this Agreement; and

(ii) if such Tower is being developed by SBCW (either itself or through a third party pursuant to Section 3.10(c)), and if SBCW shall elect to have such Tower become a Substitute Site (which election shall be made in writing no later than fifteen (15) days before the anticipated date of Completion of such Tower), then upon Completion, such Tower shall be leased to Vendor's Affiliate, Southern Towers, Inc. pursuant to the Agreement to Sublease and shall be governed by the Agreement to Sublease and the SBCW Sublease rather than by this Agreement.

Transaction and transfer costs associated with a Tower becoming a "Substitute Site" as set forth in this Section 3.10(d) shall be governed by paragraph 7 of Schedule 3.10(c).

Section 3.11. Available BTS Sites in Event of Condemnation.

If prior to the execution of a Site Designation Supplement for a BTS Site, any condemnation occurs as to any BTS Site so as to render such BTS Site unsuitable for the Permitted Use, Vendor shall, at the request of SBCW, perform all its obligations hereunder in respect of a replacement site for such condemned BTS Site satisfactory to SBCW consistent with the requirements of Article 5, as if such replacement site were a BTS Site hereunder, including without limitation, Acquisition of such replacement site, the construction of a Tower and Improvements on any selected BTS Site pursuant to and in accordance with Article 6 and the further subleasing of a portion of such BTS Site to SBCW or its Affiliate pursuant to the BTS Sublease and a Site Designation Supplement. The monthly amounts payable in respect of such replacement BTS Site shall be equal to the amount of the BTS Rent that would have been payable in respect of the replaced condemned BTS Site. The Site Schedule, Scheduled Commencement Date and Completion Date for any such replacement site shall be determined by Vendor and SBCW consistently with the construction schedules applicable to BTS Sites in general. This Agreement shall survive the Term indefinitely to the extent necessary to give effect to this Section 3.11.

Section 3.12. Additional Provisions Regarding SBCW Parties.

(a) This Agreement shall be binding on (i) SBCW and those other Affiliates of Cingular listed in Schedule 3.12(a) hereof and (ii) all Affiliates of Cingular which now or hereafter directly hold FCC licenses to engage in the PCS or cellular communications business in the FCC markets listed in Schedule 3.12(b) annexed hereto (the "BTS Markets"), whether or not such Affiliates are signatories to this Agreement (the "Designated SBCW Parties"); provided that in the case of any SBCW Party other than SBCW, (i) such SBCW Party shall be bound by this Agreement only so long as such SBCW Party is an Affiliate of Cingular and (ii) the cessation of such SBCW Party's Affiliation with Cingular shall, for purposes of this Section 3.12, be deemed a transfer of such SBCW Party's PCS or cellular business in an FCC market, as further provided in Section 3.12(b); and provided further, that if SBCW ceases to be an Affiliate of Cingular, it shall no longer be bound by this Agreement with respect to FCC markets (if any) as to which it holds FCC licenses to engage in the PCS or cellular communications business (and such cessation of Affiliation shall, for purposes of this Section 3.12, be deemed a transfer of SBCW's PCS or cellular business in such markets, as further provided in Section 3.12(b)) but shall (x) remain obligated (or cause a Person reasonably satisfactory to Vendor to be obligated) under Section 3.12(b) and (c) to take the actions referred to in clauses (i), (ii) and (iii) of said Sections with respect to any of SBCW Parties then bound by the Agreement which cease to be Affiliates of Cingular as a result of the transaction in question and (y) shall retain (or cause a Person reasonably satisfactory to

Vendor to assume) its obligations hereunder as agent and attorney-in-fact and its other obligations which do not relate specifically to the construction or other provision of individual towers (but only where, after the application of clause (x) of this sentence, multiple Persons which are Affiliates of each other remain bound by this Agreement with respect to one or more FCC markets). Any Person which hereafter becomes a Designated SBCW Party (i.e., an Affiliate of Cingular which directly holds an FCC license to engage in the PCS or cellular communications business in a BTS Market) (a "Future Designated SBCW Party") shall, upon becoming such an Affiliate, automatically be deemed an SBCW Party hereunder, and, upon request, SBCW shall promptly cause such Person to execute and deliver to Vendor a counterpart of this Agreement. The Designated SBCW Parties shall be bound by this Agreement only with respect to the BTS Markets. Schedule 3.12(b) sets forth the Designated SBCW Parties in existence on the date hereof and the BTS Markets in which they conduct business;

(b) If any SBCW Party consummates a "swap" transaction pursuant to which it transfers its PCS or cellular communications business (the "Original Market Business") in any FCC market or, in the case of a Designated SBCW Party, any BTS Market (the "Original Market") in exchange for another Person's PCS or cellular communications business (the "Swap Market Business") in another FCC market (the "Swap Market"), then SBCW shall, at its option, either (i) cause the transferee of the Original Market Business to assume all of the transferor's obligations under this Agreement with respect to the Original Market (in which event the transferor shall have no obligations under this Agreement with respect to the Swap Market), (ii) cause the transferor to become bound by this Agreement with respect to the Swap Market (in which event the transferee shall have no obligations under this Agreement with respect to the Original Market) or (iii) cause one or more SBCW Parties (which may be Future Designated SBCW Parties) to become bound by this Agreement with respect to one or more FCC markets which are not then subject to this Agreement and which, in the aggregate, afford build-to-suit opportunities comparable to, or more favorable to Vendor than, those afforded by the Original Market (in which event the transferor and transferee shall have no obligations hereunder with respect to the Original Market or the Swap Market). For purposes of this Section 3.12, the following shall constitute a transfer of an SBCW Party's PCS or cellular communications business in an FCC market: (i) a transfer of such SBCW Party's license to conduct business within such FCC market; or (ii) a transfer of the stock or other equity interests in such SBCW Party (or in any entity which owns a direct or indirect interest in such SBCW Party), or a merger, consolidation or other transaction, as a result of which (in each case) such SBCW Party ceases to be an Affiliate of Cingular;

(c) If an SBCW Party transfers (any such transfer, a "Market Transfer") to a Person which is not an Affiliate of Cingular (a "Third Party") its PCS or cellular communications business in one or more FCC markets or, in the case of a Designated SBCW Party, one or more BTS Markets (in each case, the "Transferred Markets") and such transfer is not a swap transaction of the nature referred to in Section 3.12(b) or a transfer required to be effected for regulatory purposes, then SBCW shall, at SBCW's option, either (i) cause the transferee to

assume all of the transferor's obligations under this Agreement with respect to one or more of such Transferred Markets, and/or (ii) cause one or more SBCW Parties (which may be Future SBCW Designated Parties) to become bound by this Agreement with respect to one or more FCC markets which are not then subject to this Agreement, such that the Transferred Markets referred to in clause (i) and the markets referred to in clause (ii), taken together, afford build-to-suit opportunities comparable to, or more favorable to Vendor than, those afforded by all of the Transferred Markets included in such Market Transfer, taken as a whole; provided that the foregoing requirement shall not apply until SBCW Parties have consummated transfers after the date hereof to one or more Third Parties (not including swap transactions of the nature described in Section 3.12(b) but including transfers required to be effected for regulatory purposes) with respect to BTS Markets with aggregate POPs at the time of such transfer(s) in excess of 17 1/2% of Existing POPs (the "Threshold"); and provided further that in determining whether the Threshold has been reached SBCW shall be given credit for the POPs of any FCC market which SBCW or an SBCW Party has elected to make subject to this Agreement after the date hereof and which was not so made subject to this Agreement pursuant to Section 3.12(b) or the foregoing provisions of this Section 3.12(c) (provided that SBCW shall be given credit for a portion of the POPs (such portion to be agreed to by SBCW and Vendor in the exercise of their reasonable discretion) of any FCC market made subject to this Agreement pursuant to Section 3.12(b) or the foregoing provisions of this
Section 3.12(c) to the extent such market provides superior build-to-suit opportunities to those afforded by the Original Market (in the case of clause
(iii) of the first sentence of Section 3.12(b)) or the Transferred Markets (in the case of this Section 3.12(c));

(d) Notwithstanding anything to the contrary contained in the foregoing, in the case of a transfer of an SBCW Party's PCS or cellular communications business in an FCC market or, in the case of a Designated SBCW Party, a BTS Market, whether in a swap transaction or otherwise (in each case, the "Sold Market"), the transferee shall be required to assume such SBCW Party's obligations under this Agreement with respect to all sites in such Sold Market, if any, as to which Vendor shall have commenced performing its services hereunder and the transferee shall have the same rights vis-a-vis Vendor with respect to such sites as are afforded the transferor under this Agreement (or, in the alternative, SBCW shall reimburse Vendor for its costs incurred in performing such services). In the event the assignee elects to assume such obligations, Vendor and such assignee shall enter into an agreement that affords Vendor and such assignee relative rights in respect of the applicable sites no less favorable to such assignee or Vendor than those afforded SBCW or Vendor, as applicable, under this Agreement;

(e) SBCW shall, not less than fifteen (15) days prior to effecting any transfer of an SBCW Party's PCS or cellular communications business in any FCC market (or in the case of a Designated SBCW Party, in a BTS Market), give Vendor written notice of such transfer. In addition, promptly after any Future Designated SBCW Party becomes an Affiliate of Cingular, SBCW shall give notice of such event to Vendor;

(f) If, under the preceding provisions of this Section 3.12, any Person which is not an Affiliate of Cingular becomes bound by this Agreement with respect to an FCC market, then such Person and the applicable Affiliate of Vendor shall, at the time such Person becomes so bound, enter into New Sublease Documents (as defined in the BTS Sublease) with respect to such FCC market;

(g) SBCW represents and warrants that the SBCW Parties which are signatories to this Agreement were, as of April 4, 2000, all of the subsidiaries of SBC Communications Inc. which directly held FCC licenses to engage in the PCS or cellular communications business in the Territory (except for businesses in Indianapolis and New Orleans) and that since April 4, 2000 none of such subsidiaries has sold or otherwise transferred any portion of such business (except for businesses in Indianapolis and New Orleans). SBCW further represents and warrants that the SBCW Parties which are signatories to this Agreement are direct or indirect subsidiaries of SBCW or (to the extent set forth in Schedule 3.12(b) annexed hereto) SBC Communications Inc.

Article IV Vendor's Undertakings.

Section 4.01. Vendor's Undertakings.

(a) Commencing on the Effective Date of this Agreement, Vendor agrees to furnish the Services for and on behalf of SBCW and to perform such Services in an expeditious manner consistent with the interests of SBCW. In the performance of the Services, Vendor shall furnish its best skill and judgment (i) in accordance with the standards established by the industry, (ii) consistent with good development and construction practices and efficient business practices, (iii) utilizing skill and judgment available throughout its organization in the performance of this Agreement to provide its professional knowledge, 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 SBCW fully informed of all Governmental Requirements that affect, in any material respect, the Services to be performed hereunder and shall promptly notify in writing SBCW 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.

(c) In addition to the Services, as described in this Agreement, Vendor shall have such other duties and responsibilities reasonably and customarily required for developments similar to the development of each BTS Site as may be required or necessary from time to time during the design, development, construction, equipping and Completion of each BTS Site, which other duties and responsibilities shall be deemed to be within the scope of this Agreement; provided, however, that SBCW shall not incur any costs or expenses for or in connection with any such services for BTS Sites.

Section 4.02. Governmental Requirements and Permits.

(a) Vendor shall obtain, or cause to be obtained, the consent or approval of all Governmental Authorities and all Permits necessary for the development of each BTS Site. Vendor shall advise SBCW in writing of any potential issues or problems, including without limitation any delays in connection with obtaining any approvals from Governmental Authority.

(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 in its own name, except where prohibited by applicable laws, and SBCW 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 obtain 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, if SBCW agrees, 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 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 13.01(a)(i), would constitute an event of default hereunder.

(e) If Vendor has not obtained any Permit required for the Construction of the Tower and Improvements on any BTS Site, or for the Permitted Use thereof or any other required Permit by the applicable Scheduled Commencement Date set forth in the applicable Site Schedule, but in no event later than one hundred twenty
(120) days after SBCW issues a Notice to Proceed for any BTS Site, then, at any time thereafter, SBCW will have the right, at SBCW's sole option, to (i) assume

responsibility for obtaining such Permit by written notice to Vendor, and Vendor shall reimburse SBCW for any costs, fees, or expenses (including reasonable attorneys' fees and expenses) incurred in pursuing and obtaining such Permit; provided, however, that any reimbursement in excess of $20,000 shall be subject to Vendor's pre-approval; provided, further, however, that if Vendor fails to approve any reimbursement in excess of $20,000, then SBCW shall have the right to pursue obtaining such Permits and shall be liable for any costs, fees and expenses incurred in connection therewith in excess of $20,000, and provided, further, however, that any election under this clause (i) shall be without prejudice to SBCW's right to elect either one of the options set forth in clause
(ii) or (iii) below with respect to such BTS Site; (ii) reject the BTS Site at no cost or expense to SBCW, whereupon SBCW shall have the right to engage any Person to perform Services in respect to such BTS Site or an alternative site within the applicable SARF; or (iii) reject the BTS Site and cause Vendor to propose additional potential cell sites as alternatives, in accordance with
Section 5.01. If SBCW makes the election in clause (ii) above and shall, either itself or through a third party, acquire a site and develop a tower within the applicable SARF, then the provisions of Section 3.10(c) hereof shall govern the acquisition of such site, the development of such tower and the sale of such tower to Vendor.

(f) Vendor shall comply with all Governmental Requirements in performing its obligations under this Agreement, the BTS Sublease and each Site Designation Supplement. Vendor shall indemnify, and hold harmless, each SBCW 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 SBCW 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 SBCW's written request, revise the Due Diligence Package to provide a Tower height which, while meeting SBCW's requirements, will, in SBCW's judgment, be permitted in a timely fashion consistent with 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 SBCW'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 SBCW'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 SBCW's and Vendors requirements. In the event that SBCW 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, SBCW's Communications Equipment shall be relocated to the permanent Tower at Vendor's sole cost and expense, and under the direction of SBCW

(h) Notwithstanding anything to the contrary contained herein, Vendor may, but shall not be required 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; provided, however, that Vendor shall not pursue a Permit Appeal Action that in any way involves SBCW or uses SBCW's name or represents any interest of SBCW absent prior consultation with SBCW and express written consent from SBCW to take such Permit Appeal Action. Vendor shall notify SBCW if Vendor desires to initiate Permit Appeal Action with respect to any BTS Site and, following the giving of such notice, SBCW shall promptly respond in writing whether it has any objection to Vendor initiating such Permit Appeal Action. If SBCW shall so object, then SBCW shall no longer be obligated under Section 3.10 to exclusively engage Vendor to perform the Services on such BTS Site and SBCW 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.

Article V Pre-Construction Phase

Section 5.01. Proposal of BTS Sites; Development Plan.

(a) From time to time during the Term in connection with SBCW's need for a new Tower, SBCW shall issue a search area request form ("SARF") to Vendor pursuant to Attachment A to Annex C attached hereto. Promptly after receipt of each SARF, but in no event later than thirty (30) days after the giving of such notice, Vendor shall perform searching services in the search area designated in such SARF by using diligent, good faith efforts, consistent with the standards set forth in Section 4.01, to identify at least three (3) potential BTS Site locations, unless otherwise agreed, within each radio frequency search area identified in such SARF and to prepare a preliminary Site Schedule and a Site Data Package collecting the information set forth in Annex G-1 attached hereto, to the extent required by SBCW prior to issuance of the Notice to Proceed for presenting such potential sites to SBCW for final selection. No site shall be required to be proposed unless Vendor reasonably believes that such site meets the requirements for proposed BTS Sites set forth in Annex L to this Agreement (the "Minimum Standards for BTS Sites") of this Agreement for BTS Sites in all material respects and that it will be possible, with the exercise of diligent efforts, to obtain the Permits necessary to construct the Tower and Improvements. Within fifteen (15) days after receipt of Vendor's proposal, SBCW shall in writing either accept or, if SBCW reasonably believes that such sites do not satisfy the standards set forth in Annex M or would not accommodate the configuration of equipment designated in Annex K (such conditions, the "SBC Minimum Requirements"), reject one or more of the proposed BTS Sites and, in the event SBCW accepts such proposed site, such site shall become a BTS Site. If none of the sites proposed by Vendor for any search area are accepted by SBCW, Vendor shall have an additional thirty (30) days in which to propose additional potential BTS Sites. SBCW shall accept one or more of the additional proposed BTS Sites or, at SBCW's option, in the event that SBCW reasonably believes that such sites do not satisfy the SBC Minimum Requirements, reject the proposed BTS

Sites in writing within fifteen (15) days after receipt of Vendor's proposal. If SBCW shall accept more than one proposed BTS Site or additional proposed BTS Site, then Vendor may, in its reasonable judgment, select one such Site and pursue that Site rather than the others accepted by SBCW. If none of the proposed BTS Sites are accepted by SBCW or if Vendor is unable, notwithstanding diligent efforts, to propose a site that meets the requirements of this Section 5.01 within the time period set forth herein, Vendor shall have no further obligation to search for potential sites in response to such SARF, and SBCW shall be entitled to pursue such site without reference to this Agreement.

(b) Vendor will provide SBCW with methodology for each search ring and keep logs demonstrating reasons for rejecting potential BTS Sites, including why viable alternative locations were rejected. SBCW has the right to inspect these logs upon reasonable notice.

(c) SBCW's right to select any proposed BTS 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 SBCW's written notice of the acceptance of a proposed site as a BTS Site, SBCW shall deliver to Vendor a Notice to Proceed with respect such BTS Site in the form of Annex D attached hereto, to be completed and returned to SBCW in accordance with Section 5.02. Acceptance of the proposed BTS Site does not constitute final acceptance of the construction which shall be governed by
Section 6.12 hereof.

(d) 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 SBCW for its approval, which approval shall not be unreasonably withheld or delayed, an Implementation Plan and a final Site Schedule with respect to such BTS Site, which shall include, among other things, design services, preparation of a development plan, and coordination of construction activities.

Section 5.02. Due Diligence

During the pre-construction phase, Vendor shall, on its own or through one or more qualified consultants approved by SBCW: (i) compile and review all reasonably available existing data with respect to each BTS Site from an owner or a ground lessor of such BTS Site and any and all Governmental Authorities having jurisdiction thereof, and any other Persons who may have relevant information necessary to develop each BTS Site; (ii) for TowerCo Existing Sites, within ten (10) days following acceptance by SBCW pursuant to Section 3.02(a), Vendor shall provide Compliance Data to SBCW, (iii) on new construction of BTS Sites, Vendor shall within ten (10) days from initial acceptance by SBCW pursuant to Section 5.01, provide the 1A survey and proposed heights and power/ emissions data to SBCW for requisite filing with the FAA and within three (3) months provide environmental compliance data which will be required before FCC Form 854 can be filed to register the structure; (iv) Vendor shall cause to be

performed any and all analyses, examinations, investigations, tests and inspections of each BTS Site, including, but not limited to, environmental studies, surveys, geotechnical studies, soil borings and the like and cause to be accurately completed and returned to SBCW with respect to each BTS Site, the Due Diligence Package in the form attached hereto as Annex G-2 containing all necessary or reasonably available information; (v) make, or cause to be made, inquiries of all Governmental Authorities and Persons who will furnish electric power, telephone service or any other utility to each BTS Site as to any matters which may affect or be necessary to the Development of each BTS Site; and (vi) determine all Governmental Requirements necessary for the Development of each BTS Site, including, but not limited to, the Tower and Improvements, zoning laws or regulations. Vendor shall perform or supervise the activities described in items (i) through (vi) above, and, shall deliver to SBCW copies of all written reports, memoranda or material correspondence prepared by or for Vendor with respect to the foregoing. SBCW and Vendor shall each have the right to reject any BTS Site that in the respective party's reasonable belief fails to comply with the SBC Minimum Requirements or the Minimum Standards for BTS Sites, as applicable, or other requirements of this Agreement based on the results of the information contained in Site Data Package, Compliance Data, Due Diligence Package or other due diligence performed by Vendor or SBCW, as applicable.

If, notwithstanding Vendor's diligent efforts, Vendor is unable to acquire or negotiate a Ground Lease for any site which meets the SBC Minimum Requirements and which is otherwise reasonably acceptable to Vendor by the date on which the construction phase is to commence pursuant to the Site Schedule, the Vendor shall not be required to acquire or enter a Ground Lease for or to construct or complete such site. In such event, SBCW shall have the right to engage any Person to perform Services in respect to such BTS Site or an alternative site within the applicable SARF; provided, however, that if SBCW shall exercise such right and shall, either itself or through a third party, acquire a Site and develop a tower within the applicable SARF, then the provisions of Section 3.10(c) hereof shall govern the acquisition of such Site, the development of such tower and the sale of such tower to Vendor.

Section 5.03. Utilities.

Vendor shall negotiate with the utility companies servicing each BTS Site a plan for the provision of services to such BTS Site including without limitation electricity, and other shared utilities required on each BTS Site. Vendor shall make applications for such utility companies to furnish services to such BTS Site as may be adequate for the Permitted Use of the BTS Site by SBCW and all Space Subtenants. Vendor shall cause such utility companies to provide connections to such BTS Site. In the case of telephone company connection facilities, all obligations shall remain with Vendor to the effect connections required for the Permitted Use of the BTS Site under the BTS Sublease, with exception that Vendor shall utilize SBCW as its agent to work with the local telephone company on the development of the servicing plan. SBCW shall reimburse Vendor for the cost of procuring and installing the connections referred to herein, such reimbursement to be allocated on an equitable basis with other lessees of space on the Tower.

Article VI
Construction Phase

Section 6.01. General.

(a) The parties shall hold progress meetings, and Vendor shall submit progress reports to SBCW, in accordance with the Implementation Plan or otherwise on a weekly, bi-weekly or monthly basis as may be agreed between parties. Progress reports will show for each BTS Site, at a minimum, and not by way of limitation, all dates and schedules referred to in the Implementation Plan and the Site Schedule, any anticipated delays, other relevant information, and the corresponding activity period. Included in the information provided by Vendor to SBCW shall be an estimate of when the equipment shelter can be placed and when the equipment can be activated. In addition, SBCW may request and Vendor shall facilitate progress meetings with Vendor's key managers and subcontractors, including the establishment of oversight committees to monitor specific work in progress on BTS Sites at times and locations agreed upon by SBCW and Vendor in writing no less than seven (7) days prior to such meetings. Progress reports shall be for planning purposes and monitoring compliance with this Agreement.

(b) Should any information or approval be required from SBCW 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 SBCW to act without affecting the progress or sequence of the Work. Such request shall provide a reasonable time for a response by SBCW.

(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.

(d) Following completion of the Tower and Improvements, Vendor has five (5) Business Days in which to provide Completion Data to SBCW. Upon acceptance of the Completion Data, SBCW shall, within five (5) Business days of receipt of the Completion Data, either issue approval of this Completion Data or provide a written explanation of the deficiency if SBCW does not accept the Completion Data.

Section 6.02. Performance of the Work

Vendor shall have the responsibility and obligation to perform the Work in accordance with Annex A. Vendor shall provide a management team or a

representative on each BTS Site to provide supervision and administration of the Completion of the Work for each such BTS Site. Vendor shall establish and implement coordination and communication procedures between Vendor and SBCW. Vendor shall establish and implement procedures for reviewing and processing requests for clarifications and interpretations of the Specifications, including, without limitation, drawings and technical specifications, schedule adjustments, and such other procedures as may be required to Complete the Project. Vendor shall receive operation and maintenance manuals, warranties and guarantees for materials and equipment used in the Completion of the Project and shall deliver this information to SBCW upon Completion of the Project.

Section 6.03. Implementation Plan.

The Implementation Plan will set forth in detail the various tasks for construction and completion of the construction of the Tower and the Improvements for each BTS Site. Any material changes in the Implementation Plan shall be subject to written approval by SBCW, not to be unreasonably withheld or delayed. Vendor shall commence the Work pursuant to the Implementation Plan, using such means and methods of construction as will maintain the progress of the Work substantially in accordance with the Site Schedule for each BTS Site and shall cause Completion of each BTS Site in accordance with the requirements of the Site Schedule for such BTS Site.

Section 6.04. Site Schedule.

(a) To enable the Towers and the Improvements to be planned, scheduled and Completed in an orderly and expeditious manner, Vendor acknowledges and agrees that each Site Schedule shall be consistent with the Specifications and each stage of the Implementation Plan. As shall be provided in each Site Schedule for a BTS Site, following finalization of construction plans and receipt of required regulatory approvals, Vendor has eight (8) weeks to construct the BTS Site. Vendor and SBCW may agree to extend this date for a BTS Site in the applicable Site Schedule or otherwise in a writing between the parties.

(b) Upon the occurrence of an event of Force Majeure, 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 SBCW, 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 reasonable approval by SBCW. Within five
(5) Business Days after the receipt of any request from Vendor for a change to any Site Schedule, SBCW shall notify Vendor in writing of its approval or disapproval of such proposed change. Failure of SBCW 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 SBCW 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 SBCW 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.

Section 6.05. Quality Review.

Vendor shall establish and implement a program to monitor the quality of the construction, as set forth in the Implementation Plan. The purpose of the program shall be to assist in guarding against defects and deficiency in the Work. At any time and from time to time, SBCW may, in its discretion, and without need to demonstrate cause, conduct an independent program to monitor the quality of the construction and Vendor's compliance with its obligations hereunder.

Section 6.06. Compliance with Requirements, Permits, Bonds and Insurance during Construction

Vendor shall comply with all Environmental, Health and Safety Requirements as they relate to the construction of the Towers and the Improvements or the provision of Collocation Services 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. SBCW has the right to audit Vendor's compliance with Environmental, Health and Safety Requirements upon reasonable notice. Vendor shall indemnify and hold harmless each of the SBCW 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 SBCW'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 10, necessary or advisable for the commencement of construction and Completion of the Work with respect to each BTS Site or the provision of Collocation Services.

Section 6.07. Work Permits.

Vendor shall be the applicant for any and all necessary Permits for the applicable Work. 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 ensuring that all applications for the Permits are diligently prepared and filed, and pursued and obtained.

Section 6.08. Construction by Vendor.

(a) Vendor, at Vendor's sole cost and expense, shall cause the Towers and the Improvements to be constructed and installed diligently and in a timely fashion, with workmanship and materials in accordance with standards generally prevailing in the industry and in any event, in accordance with the Specifications, the Implementation Plan for each BTS Site and all applicable laws. SBCW will have the right to approve or reject the quality of all materials, equipment and systems to be used in the Completion of the Towers and Improvements that are different from or not in conformity with the Specifications. Vendor shall supervise the work and activities of the contractors, subcontractors, engineers and other Persons engaged in the design, development, construction and installation of the Towers and Improvements. Vendor shall obtain, or cause to be obtained, all warranties. Vendor shall cause the construction of a Tower and other Improvements on each BTS Site in accordance with this Agreement, including the applicable Site Schedule and on or before the Site Completion Date.

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

Section 6.09. Site Data.

In performing Services hereunder, Vendor shall compile data concerning each BTS Site and furnish such data to SBCW, all in accordance with the procedures set forth in Annex C and Annex G, including all Compliance Data and Completion Data.

Section 6.10. Warranty.

Vendor does hereby warrant and guarantee that the Tower and Improvements on each BTS Site and all workmanship and materials incorporated therein will be constructed in accordance with the Specifications and will be free from defects in workmanship and materials: (i) as to the Tower (to the extent constructed by Vendor as opposed to SBCW), for a period commencing on the Completion Date for such BTS Site and ending upon the expiration of the term of the Site Designation Supplement, after giving effect to any and all extensions thereof, and (ii) as to the Improvements and Constructed Improvements (to the extent made by Vendor as opposed to SBCW), for a period of one (1) year commencing on the Completion Date (the "Warranty Period"). In addition, at SBCW's request, Vendor shall assign to SBCW a nonexclusive right to enforce all warranties respecting materials used by Vendor in Completing each BTS Site and shall secure any and all consents from the suppliers of such materials to make such assignment effective or enforce any such warranties on behalf of SBCW. If any defect or deviation should exist, develop, be discovered or appear within

the Warranty Period, Vendor, at its sole cost and expense, immediately upon demand, shall fully and completely repair, correct and eliminate such defect or deviation. The foregoing warranties and guarantees are cumulative of and in addition to, and not restrictive of or in lieu of, any and all other warranties and guarantees provided for or required by the Specifications, any other provision of this Agreement or applicable laws, and shall survive the expiration or termination of this Agreement.

Section 6.11. Access and Inspection.

(a) The construction shall be performed in such a manner as will permit SBCW to inspect each BTS Site. SBCW may, at its election, conduct or have conducted such inspections as it deems necessary at each BTS Site. If SBCW notifies Vendor of any observed defects or nonconformities with the Specifications, Vendor shall promptly correct any defect or nonconformity in such time and manner as will permit Completion of each BTS Site in accordance with the Site Schedule for such BTS Site. The failure of SBCW to inspect any BTS Site, however, will not in any way limit, waive, or otherwise affect the rights of SBCW with respect to any of Vendor's warranties or obligations under this Agreement.

(b) SBCW will have access to any BTS Site during all working hours, and will have the right to observe the Work performed; provided, however, that SBCW shall not delay, hinder or interfere with the performance of the Work. SBCW's inspection of any Work will not relieve Vendor of any of its obligations to perform the Work in accordance with this Agreement, including without limitation the Specifications, except to the extent a specific deviation from the Specifications at any BTS Site is or has been accepted in writing by SBCW. Work found not to be in accordance with the Specifications shall be replaced or re-performed by Vendor, except to the extent a specific deviation from the Specifications is or has been accepted in writing by SBCW. SBCW will have the right to reject materials and workmanship which are defective or not in conformance with the Specifications. Rejected Work at any BTS Site must be promptly removed from such BTS Site. Failure on the part of SBCW to reject defective or nonconforming Work will not be construed to imply an acceptance of such Work; provided, however, to the extent a specific deviation from the Specifications is or has been accepted in writing by SBCW, such deviation shall not be deemed to be defective or nonconforming Work.

(c) Should SBCW consider it necessary or advisable at any time before Completion to examine Work already completed therein, Vendor shall, on request of SBCW, 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, SBCW shall pay all expenses of such examination and restoration of the Work. The Site Schedule as to affected BTS Site shall be equitably adjusted.

Section 6.12. Completion.

(a) Promptly following the Completion of the Work at any BTS Site in accordance with the requirements of the Specifications and the requirements of this Agreement, including without limitation the construction of the Tower and the Improvements on such BTS Site and the performance of the final cleanup thereon, Vendor shall issue a Completion Certificate with respect to such BTS Site. Not later than twenty (20) days after receipt of such Completion Certificate, SBCW shall provide Vendor with written notice stating (i) SBCW agrees that the Work as to such BTS Site is Completed, in which case SBCW shall countersign such Completion Certificate within such 20-day period, or (ii) SBCW rejects such BTS Site as not Completed, provided SBCW includes an explanation in reasonable detail of the respects in which such BTS Site is not Completed and provides a punch-list in the form of Annex E annexed hereto (the "Punch List") indicating the particulars of any 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. Subject to the provisions of Section 6.12(d), SBCW shall commence payment to Vendor of the BTS Rent applicable to such BTS Site pursuant to the BTS Sublease: (i) if SBCW fails to either countersign the Completion Certificate or issue the Punch List within twenty (20) days after SBCW's receipt of the Completion Certificate, upon expiration of such 20-day period; (ii) if SBCW countersigns the Completion Certificate within such 20-day period, when SBCW countersigns the Completion Certificate; (iii) if SBCW issues the Punch List within such 20-day period and the site is Substantially Complete, when SBCW issues the Punch List; or (iv) if SBCW issues the Punch List within such 20-day period and the site is not Substantially Complete, when the site is Substantially Complete.

(b) In addition to any right SBCW may have under Section 6.11, SBCW will have the right to (i) inspect any BTS Site at any time after SBCW 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 SBCW 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 and SBCW's countersigning thereof, such BTS Site shall constitute a completed and accepted BTS Site (a "Completed BTS Site"). SBCW shall have the right to commence the installation of its Communications Equipment at a BTS Site from and after Substantial Completion thereof or, with Vendor's prior written consent (not to be unreasonably withheld or delayed), prior to such Substantial Completion.

(d) Notwithstanding Sections 6.12(a) and (c), if at any time before the execution of the Completion Certificate or the Site Designation Supplement with respect to any BTS Site, SBCW commences the installation of its Communications Equipment or Improvements on such BTS Site, the parties shall deliver a Site

Designation Supplement with respect to the applicable BTS Site and SBCW shall be obligated to pay Vendor (or SpectraSite Wireless Towers, Inc., an Affiliate of Vendor) the applicable BTS Rent with respect to such BTS Site; provided, however, that in either case SBCW shall have the right to defer, accrue, and withhold payment of, the applicable BTS Rent until such BTS Site is Completed. Not later than thirty (30) days after any such BTS Site is Complete, SBCW shall pay such accrued BTS Rent, without interest.

Article VII Guaranty Of Obligations

Section 7.01. TowerCo Parent's Guaranty.

(a) TowerCo Parent hereby unconditionally guarantees to SBCW the full and timely performance and observance of all of the terms, provisions, covenants and obligations of Vendor under this Agreement (the "Obligations"). TowerCo Parent agrees that if Vendor defaults at any time during the term of this Agreement in the performance of any of the Obligations, TowerCo Parent shall faithfully perform and fulfill all Obligations and shall pay to SBCW all attorneys' fees, court costs, and other expenses, costs and disbursements incurred by SBCW on account of any default by Vendor and on account of the enforcement of this guaranty.

(b) If Vendor defaults under this Agreement and SBCW elects to enforce the provisions of this Section 7.01, SBCW shall promptly give TowerCo Parent written notice thereof, which notice shall constitute an exercise of SBCW's rights against TowerCo Parent pursuant to this Section 7.01. Following the receipt of such notice by TowerCo Parent, TowerCo Parent 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 TowerCo Parent under this Section 7.01.

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

(d) TowerCo Parent covenants and agrees that this guaranty is an absolute, unconditional, irrevocable and continuing guaranty. The liability of TowerCo Parent 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 SBCW and Vendor, or by any unilateral action of either SBCW or Vendor, or by an extension of time that may be granted by SBCW to Vendor or any indulgence of any kind granted to Vendor, or any dealings or transactions occurring between SBCW 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. TowerCo Parent 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 SBCW'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) TowerCo Parent hereby waives presentment demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, and notice of acceptance. TowerCo Parent 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 SBCW to any security held by SBCW.

Article VIII Vendor's Additional Obligations As To Bts Sites

Section 8.01. Hazardous Waste and Contamination Investigation.

(a) Prior to the Ground Lease Effective Date for any BTS Site, Vendor shall cause the Environmental Assessment on such BTS Site to be performed. Vendor shall provide SBCW with copies of any and all such Environmental Assessments.

(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 SBCW in writing of such condition and its effect upon the Site Schedule. SBCW reserves the right to reject any proposed BTS Site if, in SBCW's sole discretion, it determines the environmental condition creates an unreasonable risk or liability. 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.

Section 8.02. Geotechnical Subsurface and Soil Investigation.

(a) Vendor shall obtain, perform and analyze all reasonably appropriate geotechnical data, soil and subsurface tests and other soil engineering tests and reports necessary to the design, engineering, permitting, and construction of the Tower and the Improvements (except that the provisions of this Section 8.04 shall not apply to the Environmental Assessment).

(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 SBCW 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 SBCW 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 SBCW shall no longer be obligated under Section 3.09 to 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 reasonable approval of SBCW.

Section 8.03. Additional Environmental Requirements

Prior to commencement of construction in respect of any BTS Site and as part of the Compliance Data provided to SBCW, Vendor shall perform an analysis to determine whether (i) the proposed site will be located in an officially designated wilderness area or preserve; (ii) the facility may affect federally listed, threatened or endangered species or designated critical habitats; (iii) the facility may affect districts, site buildings, structures, objects, or other cultural resources listed, or eligible for listing, in the National Register of Historic Places; (iv) the facility may affect Indian religious sites; (v) the potential site is located within a 100-year floodplain; (vi) the construction of the facility will involve a significant change in surface features (e.g., wetland fill, deforestation, or water diversion); (vii) the structure will be equipped with high intensity white lights and be located in or near a residential neighborhood; including any future modifications to the rules as directed by the FCC. Vendor shall deliver the results of each such analysis to SBCW upon completion of such analysis, together with a written certification to the results thereof based on the consulting reports received by Vendor, including Vendor's certification that there is no condition of the type described in clauses (i); (ii); (iii); (iv); (v); (vi); or (vii). This data will also include letters and/or other documentation from the governmental agencies with responsibility for these matters, including but not limited to the State Historical Preservation Officer, U.S. Fish and Wildlife, and the U.S. Army Corps of Engineers. If it is found that any condition listed in this Section 8.03 is present at any BTS Site, an Environmental Assessment must be prepared by the Vendor and provided to SBCW. SBCW will be responsible for filing the Environmental Assessment, upon approval of the data contained therein, with the FCC. If any of conditions listed herein are present, no construction may be commenced on a BTS Site until the required FCC applications have been granted

and notice of such grant is provided to Vendor by SBCW's authorized representative, and the applicable Site Schedule shall be adjusted accordingly. All costs and expenses incurred by Vendor in connection with or relating to Vendor's compliance with the requirements of this Section 8.03 shall be borne by Vendor. If, notwithstanding anything to the contrary contained herein, Vendor discovers that any of the conditions described in clauses (i)-(vii) of this
Section 8.03 exist and any of these conditions shall have a material adverse effect on the construction, operation or value of such Site, Vendor shall not be obligated to construct or complete such Site.

Section 8.04. FAA/FCC Compliance.

Vendor hereby expressly agrees to comply with any and all rules, policies, regulations and interpretations of SBCW relating to or in connection with SBCW's compliance with the applicable FAA and FCC regulations, as such rules, policies, regulations and interpretations are described in Schedule 8.04.

Article IX
Agreement To Sublease

Section 9.01. Execution of the Site Designation Supplement.

Upon the Commencement Event (as hereinafter defined) with respect to a site, SBCW shall sublease the Leased Space of such BTS Site or TowerCo Existing Site from the applicable Sublessor under the BTS Sublease pursuant to the BTS Sublease and SBCW and the applicable Sublessor Entity under the BTS Sublease shall execute a Site Designation Supplement for such BTS Site or TowerCo Existing Site, thereby supplementing the BTS Sublease so as to cause such BTS Site or TowerCo Existing Site to be covered thereby. SBCW shall designate the specific location of the Leased Space on each BTS Site or TowerCo Existing Site to be initially occupied by SBCW or its Affiliate and the Site Designation Supplement shall reflect such location. As used herein, the term "Commencement Event" shall mean: (i) in the case of a BTS Site, the earlier to occur of (A)
(i) if SBCW fails to either countersign the Completion Certificate or issue the Punch List within twenty (20) days after SBCW's receipt of the Completion Certificate, upon expiration of such 20-day period; (ii) if SBCW countersigns the Completion Certificate within such 20-day period, when SBCW countersigns the Completion Certificate; (iii) if SBCW issues the Punch List within such 20-day period and the site is Substantially Complete, when SBCW issues the Punch List; or (iv) if SBCW issues the Punch List within such 20-day period and the site is not Substantially Complete, when the site is Substantially Complete and (B) the date on which SBCW begins installing its Communications Equipment or Improvements on such BTS Site; (ii) in the case of a TowerCo Existing Site, the earlier of (A) the date agreed to by SBCW and Vendor and (B) the date on which SBCW begins installing its Communications Equipment or Improvements on such TowerCo Existing Site; or (iii) in the case of a site on which a Tower is developed by SBCW or an SBCW Party pursuant to Section 3.10(c), the date on which Completion of such Tower on such site (or the interest of SBCW or an SBCW Party therein) has occurred and such Tower has been transferred to Vendor or SpectraSite Wireless Towers, Inc.

Section 9.02. Effect of Sublease and Site Designation Supplement.

The parties acknowledge and agree that upon the Completion of a BTS Site or the final acceptance of an TowerCo Existing Site by SBCW, in addition to any obligations of Vendor hereunder that survive, the respective duties and responsibilities of the parties pertaining to the sublease of such BTS Site or TowerCo Existing Site by Vendor (or by Southern Towers, Inc., an Affiliate of Vendor) to SBCW shall be set forth and governed by the BTS Sublease and a Site Designation Supplement for such BTS Site or TowerCo Existing Site.

Article X Insurance
Section 10.01. Vendor's Insurance Requirements.

Throughout the term of this Agreement, Vendor shall carry and maintain in force the following insurance:

(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 and all TowerCo Existing Sites on which SBCW or its Affiliates are a tenant. So long as such self insurance is reasonable in light of the financial condition of Vendor form time to time, SBCW agrees that Vendor may, at Vendor's option, self insure with respect to all or a portion of the risks required to be insured against by Vendor under this Section 10.01(d).

Section 10.02. Evidence of Insurance.

Promptly following SBCW's reasonable requests made from time to time, Vendor shall furnish SBCW with appropriate certificates evidencing the insurance required to be maintained by Vendor hereunder. If Vendor for any reason fails to obtain and/or maintain in force any of the insurance required under Section 10.01, then Vendor shall, and Vendor does hereby agree to, indemnify each SBCW Indemnitee against, and hold, save, and defend each SBCW Indemnitee harmless from, any and all claims, demands, actions, causes of action, suits, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and court costs incurred in enforcing this indemnity and otherwise) which such SBCW Indemnitee may suffer or incur, or which may be asserted against such SBCW Indemnitee, whether meritorious or not, against which such SBCW Indemnitee would or should have been insured under any required insurance which Vendor does not for any reason obtain or maintain in force.

Section 10.03. Waiver of Subrogation.

Each insurance policy maintained by Vendor with respect to the Project shall contain a waiver of subrogation clause, or shall name both SBCW and against Vendor as insured parties thereunder, so that no insurer shall have any claim over or against SBCW, by way of subrogation or otherwise, with respect to any claims which are insured under any such policy, except for workers compensation insurance.

Article XI Liability; Indemnity

Section 11.01. Liquidated Damages.

(a) Except as expressly provided in this Agreement, if, as a result of an Excusable Delay, Vendor delays in performing any of its obligations pursuant to any Site Schedule, then SBCW shall adjust any Site Schedule pursuant to Section 6.04(b) so as to allow Vendor to perform the obligations which Vendor could not perform due to such Excusable Delay. If Vendor delays in performing any of its obligations pursuant to any Site Schedule for any reason other than an Excusable Delay, then SBCW will have the option, exercisable in its sole discretion, to

allow Vendor to perform the obligations which Vendor could not perform due to such delay to a later time; provided, however, that no such adjustment shall be effective unless evidenced by a writing executed by SBCW.

(b) If Vendor fails to meet its obligation to Substantially Complete any BTS Site in accordance with the applicable Site Schedule, in addition to constituting a breach by Vendor, SBCW 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 month or partial month 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. If after sixty (60) days the BTS Site is still not Substantially Complete, SBCW shall no longer be obligated to engage Vendor to perform the Services on such BTS Site and SBCW shall be free to engage any Person to complete the Tower. Improvements and Constructed Improvements on such BTS Site.

(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 SBCW under this Section 11.01 constitute liquidated damages and not penalties, that the injuries to SBCW 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 SBCW may not assert other damages separate from and in addition to the Liquidated Damages for losses related to delay.

Section 11.02. Indemnity of SBCW.

(a) Vendor shall, and Vendor does hereby agree to, indemnify and hold harmless each SBCW Indemnitee from and against any loss, damage, including without limitation any direct or indirect, special, incidental or consequential damages, liability, cost, expense, action or claim, including reasonable attorneys' fees and amounts paid in 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; (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 3.06(d); (iv) Vendor's breach of any representation or warranty in this Agreement, including without limitation its warranty pursuant to Section 6.10; or (v) failure of Vendor to comply with any obligation under this Agreement as to Governmental Requirements.

(b) SBCW shall, and SBCW does hereby agree to, indemnify and hold harmless Vendor, Vendor's Affiliates, and the respective directors, officers, employees, agents, contractors, subcontractors, advisors and consultants of Vendor and Vendor's Affiliates (each, a "Vendor Indemnitee") 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 SBCW, but only to the extent (i) such injury, death or damage is caused by SBCW in connection with (x) SBCW's installation of any Constructed Improvements or any of SBCW Communications Equipment, (y) inspections pursuant to Section 6.11 or
(z) the provisions of Section 6.12(d) relating to SBCW'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.

Section 11.03. Relationship to Insurance.

In no event shall the indemnification provisions of Section 11.02 above diminish, affect impede or impair, in any manner whatsoever, the benefits to which any SBCW Indemnitee may be entitled under any insurance policy required by this Agreement or otherwise with respect to the Project or under the terms of any waiver of any subrogation contained therein.

Section 11.04. No Third-Party Beneficiaries.

None of the duties and obligations of Vendor under this Agreement shall in any way or in any manner be deemed to create any liability of Vendor to, or any rights in, any person or entity other than the SBCW Indemnitees and the Vendor Indemnitees.

Article XII Additional Representations And Warranties

Section 12.01. SBCW's Representations and Warranties.

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

Section 12.02. Vendor's Representations and Warranties.

(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 SBCW that at all times during the term of this Agreement, Vendor shall have sufficient funds available to Complete the Project in accordance with this Agreement, including, without limitation, the Implementation Plan and Site Schedules.

Section 12.03. TowerCo Parent's Representations and Warranties.

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

Article XIII Default And Termination

Section 13.01. Default by Vendor.

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

(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 other than the breaches described in clauses (ii), (iii) (iv), (v) and (vi) below, and does not cure or remedy such failure to perform within ten (10) days after receipt of written notice from SBCW 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 ten (10) day period, and SBCW 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 ten (10) days after receipt of written notice from SBCW and thereafter proceeds diligently and in good faith to cure the default within thirty (30) days from the date of receipt of notice of such default;

(ii) If, (x) in any consecutive twelve (12) month period, SBCW becomes entitled to the Liquidated Damages pursuant to Section 11.01(b) in excess of $200,000 in respect of any BTS Sites or (y) SBCW becomes entitled to Liquidated Damages pursuant to Section 11.01(b) in the amount of $15,000 in respect of any BTS Site;

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

(iv) if Vendor breaches the provisions of Section 5.01(a);

(v) if Vendor breaches the provisions of Section 5.02 hereof;

(vi) 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 SBCW 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, SBCW 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 13.01(a)(i), (ii)(y), (iii), (iv) or (v), SBCW may, at its option, either (x) suspend its obligations with respect to such BTS Site until such default is cured by Vendor or terminate its obligations to engage Vendor to perform Services in respect of such BTS Site pursuant to
Section 3.10, by giving Vendor written notice thereof, and thereafter SBCW shall have the right to engage any Person to perform Services in respect of such BTS Site or an alternative site within the applicable SARF or (y) terminate this Agreement as to such BTS Site by giving Vendor written notice of termination and, thereafter SBCW shall have the right to engage any Person to perform Services in respect to such BTS Site or an alternative site within the applicable SARF; or

(ii) upon the occurrence of any event of default: (A) under Sections
13.01 (a)(ii)(x) or (vi), or (B) with respect to more than ten percent (10%) or more of the proposed cell sites accepted by SBCW pursuant to
Section 5.01 during any twelve (12) consecutive month period under Sections 13.01(a)(i), (ii)(y), (iii), (iv) or (v), SBCW may, at its option, either:
(x) suspend its obligations until such default is cured by Vendor or

terminate its obligations to engage Vendor to perform Services (including, without limitation, with respect to any or all BTS Sites) pursuant to
Section 3.10, by giving Vendor written notice thereof, and thereafter SBCW shall have the right to engage any Person to perform 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 SBCW in its notice of termination to Vendor.

(c) SBCW will have the right to recover from Vendor all costs and expenses incurred by SBCW in enforcing its rights and remedies hereunder, including attorneys' fees and expenses paid or incurred by SBCW 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. Notwithstanding anything to the contrary contained herein, no party shall be liable to the others 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.

(d) The termination of this Agreement by SBCW 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 or any representations or warranties theretofore made by Vendor.

Section 13.02. Obligations upon Termination.

Upon the termination of this Agreement, Vendor shall promptly:

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

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

Section 13.03. Termination of Agreement by Vendor in Respect of SBCW's Bankruptcy.

Vendor may terminate this Agreement with respect to all BTS Sites for cause in the event of occurrence of any of the following, after which Vendor shall continue performing its duties and obligations hereunder accrued prior to the effective date of such termination, but shall cease searching for or attempting to acquire any additional cell sites:

(a) A trustee or receiver is appointed to take possession or control of all or substantially all of SBCW'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 SBCW, to cure all other events of default, and to pay all damages incurred by Vendor as a result of all events of default.

(b) SBCW 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 SBCW in any involuntary proceeding against SBCW 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 SBCW and shall continue for a period of forty-five (45) days after commencement without dismissal.

Article XIV Force Majeure

Section 14.01. Force Majeure.

An event of "Force Majeure" shall mean the following events or circumstances, to the extent that they delay the Completion of any BTS Site or the performance of Vendor of its other duties and obligations under this Agreement in respect of a BTS Site:

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

(b) Material 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 material 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

(f) strikes, walkouts, labor disputes or other third party events or conditions to the extent there is no alternative available to comply with the obligations of this Agreement; provided that Vendor is using commercially reasonable efforts

to mitigate the effect of such event or condition, and, provided, further that if such event or condition causes a delay in performance for a period greater than forty five (45) days, then SBCW shall have the right to terminate this Agreement as to the affected BTS Site.

Section 14.02. Effect of Force Majeure.

Vendor shall be entitled to an adjustment of the Site Schedule for Force Majeure, but only for the number of days due to such causes and only to the extent that such occurrences actually delay the Completion of such BTS Site. The extent of any such adjustment is subject to the prior written approval of SBCW, not to be unreasonably withheld or delayed. Under no circumstances shall a Force Majeure event result in any extension of the Term.

Article XV Fire or Other Casualty; Condemnation

Section 15.01. Obligation to Reconstruct; Use of Insurance Proceeds.

In the event of destruction or damage to any Tower or other Improvements by fire or other casualty prior to Completion, Vendor shall restore, reconstruct and repair any such destruction or damage by fire or other casualty such that the Tower and the Improvements shall be in accordance with the Specifications. Vendor shall use all available insurance proceeds for restoration, reconstruction or repair, as required by this Agreement, and SBCW shall consent to such use of insurance proceeds as required. The parties agree to adjust the Site Schedule in order to extend the timetable for the Completion of Work with respect to any destroyed or damaged Towers or Improvements.

Section 15.02. Condemnation of the Tower or Site; Application of Compensation.

In the event that a Tower or a BTS Site, or both, or any part thereof, is damaged or taken by the exercise of the power of eminent domain at any time prior to the Completion Date, Vendor shall apply the compensation awarded to and received by it to restoration, reconstruction and repair of the Tower; provided, however, that the Tower can (i) be restored, reconstructed or repaired, and (ii) be commercially feasible for its Permitted Use as contemplated by the BTS Sublease after the Taking (as defined in the BTS Sublease). The parties agree to adjust the Site Schedule in order to extend the timetable for the Completion of Work with respect to the taken Tower or BTS Site.

Article XVI
Miscellaneous

Section 16.01. Notices

Whenever any notice, demand, request, advice or other communication is required or permitted under this Agreement such notice, demand or request shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or be sent by nationally recognized commercial courier for next Business Day delivery so long as such commercial courier requires the recipient to sign a receipt evidencing delivery, to the addresses set forth below or to such other addresses as are specified by written notice given in accordance herewith:

SBCW or SBCW Party:          SBC Wireless, LLC
                             c/o SBC Wireless, Inc.
                             17330 Preston, #100A
                             Dallas, Texas 75252
                             Attention:  General Counsel
                             Facsimile No.:  (972) 733-2021

                             with a copy to:

                             SBC Communications Inc.
                             175 E. Houston
                             San Antonio, Texas 78205
                             Attention:  Vice President and Assistant
                             General Counsel
                             Facsimile No.:  (210) 351-3488

TowerCo Parent:              SpectraSite Holdings, Inc.
                             100 Regency Forest Drive, Suite 400
                             Cary, North Carolina 27511
                             Attention: General Counsel
                             Facsimile No.: (919) 468-8522

                             with a copy to:

                             Paul, Weiss, Rifkind, Wharton & Garrison
                             1285 Avenue of the Americas
                             New York, New York  10019-6064
                             Attention:  Mitchell L. Berg, Bruce A
                                         Gutenplan
                             Facsimile No.: (212) 757-3990

Vendor:                      SpectraSite Communications, Inc.
                             100 Regency Forest Drive, Suite 400
                             Cary, North Carolina 27511
                             Attention: General Counsel
                             Facsimile No.: (919) 468-8522

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York  10019-6064
Attention:  Mitchell L. Berg, Bruce A
            Gutenplan
Telephone No.:  (212) 373-3000
Facsimile No.:  (212) 757-3990

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.

Section 16.02. Assignment, Binding Effect.

The rights of the parties under this Agreement are personal to the parties and, subject to the provisions of Section 3.12, may not be assigned without the prior written consent of the other party, except that (i) Vendor may retain third party contractors to perform its obligations hereunder and may delegate any of its obligations hereunder to wholly-owned direct or indirect subsidiaries of TowerCo Parent and assign any rights relating thereto to such subsidiaries, provided that the retaining of such third parties or such delegation or assignment shall not relieve or release Vendor from its obligations hereunder and (ii) TowerCo Parent and Vendor may collaterally assign, mortgage, pledge, hypothecate or otherwise collaterally transfer their interest in this Agreement to any Permitted Subleasehold Collateral Assignee (as defined in that certain Lease and Sublease, dated the date hereof, by and between SBC Tower Holdings LLC and Southern Towers, Inc. (the "SBCW Sublease")), and any such Permitted Subleasehold Collateral Assignee (as defined in the SBCW Sublease) shall have the right to exercise remedies under any such mortgage, pledge, hypothecation or other collateral transfer in the manner consistent with the provisions of this and every other agreement between TowerCo Parent, Vendor and SBCW made in connection with this transaction. This Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective legal representatives, successors and permitted assigns.

Section 16.03. Authorized Representatives.

Any consent, approval, authorization or other action required or permitted to be given or taken under this Agreement by SBCW or Vendor, as the case may be, shall be given or taken by one or more of the Contract Managers or other authorized representatives of each party. The written statements and representations of the Contract Managers or any other authorized representative of SBCW or Vendor shall be binding upon the party for whom the applicable Contract Managers or such other person is an authorized representative, and the other party hereto shall have no obligation or duty whatsoever to inquire into the authority of any Contract Managers or such other authorized representative to take any action which he proposes to take.

Section 16.04. Headings.

The use of headings, captions and numbers in this Agreement is solely for the convenience of identifying and indexing the various provisions in this Agreement and shall in no event be considered otherwise in construing or interpreting any provision in this Agreement

Section 16.05. Annexes, Exhibits and Schedules.

Each and every annex, exhibit and schedule referred to or otherwise mentioned in this Agreement is attached to this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each annex and exhibit were set forth in full and at length every time it is referred to or otherwise mentioned.

Section 16.06. Publicity.

Neither party will advertise or publish any information related to this Agreement without the prior written approval of the other party, except to the extent previously disclosed by a party in accordance with the then existing agreements of the parties.

Section 16.07. Severability.

If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the 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.

Section 16.08. Waiver.

Failure by either party to complain of any action, non-action or default of the other party shall not constitute a waiver of any aggrieved party's rights hereunder. Waiver by either party of any right arising from any default of the other party shall not constitute a waiver of any other right arising from a subsequent default of the same obligation or for any other default, past, present or future.

Section 16.09. Rights Cumulative.

All rights, remedies, powers and privileges conferred under this Agreement on the parties shall be cumulative of and in addition to, but not restrictive of or in lieu of, those conferred by law or equity.

Section 16.10. Time of Essence, Prompt Responses.

Time is of the essence of this Agreement. Anywhere a day certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Agreement. The parties recognize and agree that the time limits and time periods provided herein are of the essence of this Agreement. The parties mutually agree to exercise their mutual and separate good faith reasonable efforts to consider and respond promptly and as expeditiously as is reasonably possible notwithstanding any time period provided in this Agreement.

Section 16.11. Applicable Law.

This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

Section 16.12. Waiver of Jury Trial.

To the maximum extent permitted by law, the parties hereby knowingly, voluntarily and intentionally waive the right to a trial by jury in respect of any litigation based hereon, arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statement (whether verbal or written) or action of either party or any exercise by any party of their respective rights under this Agreement (including, without limitation, any action to terminate this Agreement, and any claim or defense asserting that this Agreement was fraudulently induced or is otherwise void or voidable). This waiver is a material inducement for the parties to enter into this Agreement.

Section 16.13. Entire Agreement.

This Agreement contains the entire agreement of SBCW and Vendor with respect to the engagement of Vendor as the Vendor for the Project, and all representations, warranties, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Agreement shall be of no force or effect.

Section 16.14. Modifications.

This Agreement shall not be modified or amended in any respect except by a written agreement executed by both parties.

Section 16.15. Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

Section 16.16. No Brokers.

(a) SBCW and Vendor hereby represent, agree and acknowledge that no real estate broker or other person, except Goldman, Sachs & Co., which is an advisor to SBCW's parent, SBC Communications Inc., is entitled to claim or to be paid a commission as a result of the execution and delivery of this Agreement including any of the Exhibits, or any proposed improvement use, disposition or lease of any or all of the BTS Site.

(b) SBCW and Vendor warrant and represent to each other that there are no broker's commissions or fees payable in connection with this Agreement by reason of their respective dealings, negotiations or communications other than the advisor's fee payable to Goldman, Sachs & Co. which shall be payable by SBC Communications Inc. SBCW and Vendor shall, and do hereby indemnify, defend and hold harmless each other from and against the Claims 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 Agreement.

Section 16.17. Power of Attorney by SBCW Parties; Authorization.

(a) SBCW Parties and each of them, hereby irrevocably constitute and appoint SBCW (the "Agent") as their agent to modify, amend or otherwise change this Agreement or any of its terms or provisions, to take all actions and to execute all documents necessary or desirable to effect the terms of this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith, to give and receive consents and all notices hereunder, to negotiate and settle claims for identification, and to perform any other act arising under or pertaining to the Agreement (including, without limitation, issuing an SARF to Vendor and accepting or rejecting any BTS Site or TowerCo Existing Site proposed by Vendor for use by such SBCW Party, the issuance of a Completion Certificate with respect thereto or any other matter pertaining to a BTS Site or the Project). SBCW Parties, 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 SBCW Parties.

(b) Nothing contained herein shall be deemed to make the Agent liable to SBCW Parties because of service in its capacity as agent. In performing any of its duties hereunder, the Agent shall not incur any liability to SBCW Parties 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 SBCW Parties, 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.

SIGNATURE PAGE TO SPECTRASITE BUILD-TO-SUIT AGREEMENT

IN WITNESS WHEREOF, SBCW, TowerCo Parent 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.

SBCW:
SBC WIRELESS, LLC,
for itself and for certain of its Affiliates, some
of whose names appear below

By: /s/Kathy Rehmer
   -----------------------------------
   Kathy Rehmer, as attorney-in-fact

VENDOR:
SPECTRASITE COMMUNICATIONS, INC.

By:/s/Glen Spivak
   -----------------------------------
    Glen Spivak
    Vice President

TOWERCO PARENT:
SPECTRASITE HOLDINGS, INC.

By: /s/Richard Byrne
   -----------------------------------
    Richard Byrne
    Title: Executive Vice President

[Signatures continued on next page]

SIGNATURE PAGE TO SPECTRASITE BUILD-TO-SUIT AGREEMENT

SBCW PARTIES:

ABILENE SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMARILLO SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ----------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMCELL OF ATLANTIC CITY, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERICAN CELLULAR NETWORK
COMPANY, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERITECH MOBILE COMMUNICATIONS,
LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERITECH WIRELESS COMMUNICATIONS,
LLC

By: SBC WIRELESS, LLC, its manage

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AURORA/ELGIN CELLULAR TELEPHONE,
LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CELL SOUTH OF NEW JERSEY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CHAMPAIGN CELLTELCO

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CINCINNATI SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CORPUS CHRISTI SMSA LIMITED
PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

C-SW CELLULAR PARTNERSHIP

By: SOUTHWESTERN BELL MOBILE
SYSTEMS, LLC, its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
          Kathy Rehmer
          as Attorney-in-Fact by
          Power-of-Attorney

By: AMERICAN CELLULAR NETWORK LLC,
its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
          Kathy Rehmer
          as Attorney-in-Fact by
          Power-of-Attorney

DALLAS SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

DECATUR CELLULAR TELEPHONE COMPANY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

DELAWARE VALLEY PCS COMMUNICATIONS, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
  ----------------------
    Kathy Rehmer
    as Attorney-in-Fact
    by Power-of-Attorney

DETROIT SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, Genera
Partner

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
   --------------------
   Kathy Rehmer
   as Attorney-in-Fact
   by Power-of-Attorney

EASTERN MISSOURI CELLULAR LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
   ---------------------
    Kathy Rehmer
    as Attorney-in-Fact
    by Power-of-Attorney

GARY CELLULAR TELEPHONE COMPANY

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

HOUMA THIBADOUX CELLULAR PARTNERSHIP

By: SBC WIRELESS, LLC, its General
Partner

By:/s/Kathy Rehmer
   -----------------------------------
     Kathy Rehmer
     as Attorney-in-Fact by Power-of-
     Attorney

JOLIET CELLULAR TELEPHONE, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

KANSAS CITY SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

LUBBOCK SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MADISON SMSA LIMITED PARTNERSHIP

By: AMERICAN MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MCALLEN-EDINBURG-MISSION SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MIDLAND-ODESSA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MILWAUKEE SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 8 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 9B1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 11/12 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

NEHOLDINGS, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by Power-of-
   Attorney

OKLAHOMA CITY SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

OKLAHOMA RSA 3 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

OKLAHOMA RSA 9 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

PACIFIC TELESIS MOBILE SERVICES, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

ST. JOSEPH SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SAN ANTONIO SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS LLC,
its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SBMS CELLULAR TELECOMMUNICATIONS BLOOMINGTON LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SBMS CELLULAR TELECOMMUNICATIONS SPRINGFIELD LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SNET CELLULAR LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   -------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

SOUTHWESTERN BELL MOBILE SYSTEMS LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

SOUTHWESTERN BELL WIRELESS, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SPRINGWICH CELLULAR LIMITED PARTNERSHIP

By: SNET CELLULAR LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
     Kathy Rehmer
     as Attorney-in-Fact by
     Power-of-Attorney

TEXAS RSA 6 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 7B 1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
       Kathy Rehmer
       as Attorney-in-Fact by
       Power-of-Attorney

TEXAS RSA 9B 1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 9B4 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 18 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 19 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ----------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 20B1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

OPEKA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

VINELAND CELLULAR TELEPHONE
COMPANY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   -------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

WASHINGTON/BALTIMORE CELLULAR LIMITED PARTNERSHIP

By: WASHINGTON/BALTIMORE
CELLULAR HOLDCO LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

WICHITA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
     Kathy Rehmer
     as Attorney-in-Fact by
     Power-of-Attorney

WORCESTER TELEPHONE COMPANY

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

CCPR OF THE VIRGIN ISLANDS, INC.

By:/s/Paul R. Driscoll
   -----------------------------
      Paul R. Driscoll
      Vice President

CCPR SERVICES, INC.

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

PINE BLUFF CELLULAR, INC.

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

PINNACLE CELLULAR LIMITED PARTNERSHIP

By: OZARK CELLULAR
CORPORATION, as general partner

By:/s/Paul R. Driscoll
   ------------------------------------
      Paul R. Driscoll
      Vice President

RADIOFONE HOLDINGS, INC.

By:/s/Paul R. Driscoll
   ------------------------------
     Paul R. Driscoll
     Vice President

SAN JUAN CELLULAR TELEPHONE COMPANY

By: CCPR, INC., General Partner

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

USVI CELLULAR TELEPHONE
CORPORATION

By:/s/Paul R. Driscoll
   ------------------------------
     Paul R. Driscoll
     Vice President

EXHIBIT 10.4

AMENDMENT NO. 1 TO THE AGREEMENT TO BUILD TO SUIT

Amendment No. 1 (this "Amendment"), dated as of January 31, 2001, to the Agreement to Build to Suit (the "Agreement"), dated as of December 14, 2000, by and among SBC Wireless, LLC ("SBCW"), for itself and as Agent for the SBCW Parties (as defined in Section 1.01 of the Agreement) designated on the signature page thereto), SpectraSite Holdings, Inc. ("TowerCo Parent") and SpectraSite Communications, Inc. ("Vendor"). Unless otherwise defined herein, capitalized terms shall have such meanings as ascribed to them in the Agreement.

WHEREAS, SBCW, Vendor and TowerCo Parent desire to amend the Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereby agree as follows:

hereafter  be  amended  in  accordance   with  the  provisions
hereof."

Section 3.12 is hereby amended as follows:

2.1 The following parenthetical is hereby inserted after the word "POPs" the first and third times it appears in Section 3.12(c): "(determined by reference to Schedules 3.12(a) and 3.12(b) to this Agreement, as such Schedules may hereafter be amended in accordance with the provisions hereof)."

2.2 The following clause (h) is added at the end of Section 3.12:

"(h) Notwithstanding anything to the contrary contained herein, promptly after POPs for the year 2000 have been published by the authorities described at the end of Schedule 3.12(b), Schedules 3.12(a) and 3.12(b) shall be amended to replace the POPs reflected thereon with the POPs for the year 2000 as so published, and from and after such amendment, each reference to POPs included in this Agreement, shall refer to the POPs which appear on Schedules 3.12(a) and 3.12(b), as so amended."

Schedule 3.12(a) is hereby deleted in its entirety and replaced by Schedule 1 attached hereto and made a part hereof.

Schedule 3.12(b) is hereby deleted in its entirety and replaced by Schedule 2 attached hereto and made a part hereof.

This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all such counterparts shall be deemed to be one and the same instrument. Each party hereto confirms that any facsimile copy of such party's executed counterpart of this Amendment (or its signature page thereof) shall be deemed to be an executed original thereof.

This Amendment shall be governed by, and interpreted and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws or rules.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the day and year first above written.

SBCW:
SBC WIRELESS, LLC,

as attorney-in-fact for the SBCW Parties listed on Exhibit A pursuant to Section 16.17 of the Agreement

By:/s/Kathy Rehmer
   ------------------------------------------
         Kathy Rehmer, as attorney-in-fact

VENDOR:
SPECTRASITE COMMUNICATIONS, INC.

By:/s/ Glen Spivak
   ------------------------------------------
            Glen Spivak
            Vice President

TOWERCO PARENT:
SPECTRASITE HOLDINGS, INC.

By:/s/ Richard Byrne
   ------------------------------------------
             Richard Byrne
             Executive Vice President

SBCW PARTIES:

ABILENE SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMARILLO SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ----------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMCELL OF ATLANTIC CITY, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERICAN CELLULAR NETWORK
COMPANY, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERITECH MOBILE COMMUNICATIONS,
LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AMERITECH WIRELESS COMMUNICATIONS,
LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

AURORA/ELGIN CELLULAR TELEPHONE,
LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CELL SOUTH OF NEW JERSEY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CHAMPAIGN CELLTELCO

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CINCINNATI SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

CORPUS CHRISTI SMSA LIMITED
PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

C-SW CELLULAR PARTNERSHIP

By: SOUTHWESTERN BELL MOBILE
SYSTEMS, LLC, its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
          Kathy Rehmer
          as Attorney-in-Fact by
          Power-of-Attorney

By: AMERICAN CELLULAR NETWORK LLC,
its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
          Kathy Rehmer
          as Attorney-in-Fact by
          Power-of-Attorney

DALLAS SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

DECATUR CELLULAR TELEPHONE COMPANY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

DELAWARE VALLEY PCS COMMUNICATIONS, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
  ----------------------
    Kathy Rehmer
    as Attorney-in-Fact
    by Power-of-Attorney

DETROIT SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
   --------------------
   Kathy Rehmer
   as Attorney-in-Fact
   by Power-of-Attorney

EASTERN MISSOURI CELLULAR LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC,
its manager

By:/s/Kathy Rehmer
   ---------------------
    Kathy Rehmer
    as Attorney-in-Fact
    by Power-of-Attorney

GARY CELLULAR TELEPHONE COMPANY

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

HOUMA THIBADOUX CELLULAR PARTNERSHIP

By: SBC WIRELESS, LLC, its General
Partner

By:/s/Kathy Rehmer
   -----------------------------------
     Kathy Rehmer
     as Attorney-in-Fact by Power-of-
     Attorney

JOLIET CELLULAR TELEPHONE, LLC

By: AMERICAN CELLULAR NETWORK
LLC, its manager

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

KANSAS CITY SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

LUBBOCK SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MADISON SMSA LIMITED PARTNERSHIP

By: AMERICAN MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MCALLEN-EDINBURG-MISSION SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MIDLAND-ODESSA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MILWAUKEE SMSA LIMITED PARTNERSHIP

By: AMERITECH MOBILE
COMMUNICATIONS LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 8 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 9B1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

MISSOURI RSA 11/12 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

NEHOLDINGS, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by Power-of-
   Attorney

OKLAHOMA CITY SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

OKLAHOMA RSA 3 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

OKLAHOMA RSA 9 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
  -------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

PACIFIC TELESIS MOBILE SERVICES, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

ST. JOSEPH SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SAN ANTONIO SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS LLC,
its General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SBMS CELLULAR TELECOMMUNICATIONS BLOOMINGTON LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SBMS CELLULAR TELECOMMUNICATIONS SPRINGFIELD LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SNET CELLULAR LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   -------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

SOUTHWESTERN BELL MOBILE SYSTEMS LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
   Kathy Rehmer
   as Attorney-in-Fact by
   Power-of-Attorney

SOUTHWESTERN BELL WIRELESS, LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

SPRINGWICH CELLULAR LIMITED PARTNERSHIP

By: SNET CELLULAR LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
     Kathy Rehmer
     as Attorney-in-Fact by
     Power-of-Attorney

TEXAS RSA 6 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 7B 1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
       Kathy Rehmer
       as Attorney-in-Fact by
       Power-of-Attorney

TEXAS RSA 9B 1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 9B4 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 18 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 19 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ----------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

TEXAS RSA 20B1 LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

OPEKA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ------------------------------
    Kathy Rehmer
    as Attorney-in-Fact by
    Power-of-Attorney

VINELAND CELLULAR TELEPHONE
COMPANY LLC

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   -------------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

WASHINGTON/BALTIMORE CELLULAR LIMITED PARTNERSHIP

By: WASHINGTON/BALTIMORE
CELLULAR HOLDCO LLC, General
Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   --------------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

WICHITA SMSA LIMITED PARTNERSHIP

By: SOUTHWESTERN BELL WIRELESS
LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
     Kathy Rehmer
     as Attorney-in-Fact by
     Power-of-Attorney

WORCESTER TELEPHONE COMPANY

By: SOUTHWESTERN BELL MOBILE
SYSTEMS LLC, General Partner

By: SBC WIRELESS, LLC, its manager

By:/s/Kathy Rehmer
   ---------------------------
      Kathy Rehmer
      as Attorney-in-Fact by
      Power-of-Attorney

CCPR OF THE VIRGIN ISLANDS, INC.

By:/s/Paul R. Driscoll
   -----------------------------
      Paul R. Driscoll
      Vice President

CCPR SERVICES, INC.

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

PINE BLUFF CELLULAR, INC.

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

PINNACLE CELLULAR LIMITED PARTNERSHIP

By: OZARK CELLULAR
CORPORATION, as general partner

By:/s/Paul R. Driscoll
   ------------------------------------
      Paul R. Driscoll
      Vice President

RADIOFONE HOLDINGS, INC.

By:/s/Paul R. Driscoll
   ------------------------------
     Paul R. Driscoll
     Vice President

SAN JUAN CELLULAR TELEPHONE COMPANY

By: CCPR, INC., General Partner

By:/s/Paul R. Driscoll
   ------------------------------
      Paul R. Driscoll
      Vice President

USVI CELLULAR TELEPHONE
CORPORATION

By:/s/Paul R. Driscoll
   ------------------------------
     Paul R. Driscoll
     Vice President