<PAGE>

                                                                    Exhibit 10.4

                                                                  EXECUTION COPY


                            SALOMON SMITH BARNEY INC.
                              390 GREENWICH STREET
                            NEW YORK, NEW YORK 10013

                              LEHMAN BROTHERS INC.
                          THREE WORLD FINANCIAL CENTER
                            NEW YORK, NEW YORK 10285

                                                                January 11, 2001


Tritel PCS, Inc.
1010 North Glebe Road
Arlington, Virginia 22201
Attention: Thomas H. Sullivan


                                Tritel PCS, Inc.
                              Consent Solicitation

Ladies and Gentlemen:

Tritel PCS, Inc. (the "Company") has advised Salomon Smith Barney Inc. ("SSBI")
and Lehman Brothers Inc. ("Lehman Brothers"), that the Company desires to
appoint SSBI and Lehman Brothers, on the terms set forth in this Engagement
Letter, to act as joint solicitation agents (each of SSBI and Lehman Brothers, a
"Solicitation Agent" and, together, the "Solicitation Agents") in connection
with the solicitation of consents from the holders of Tritel PCS's 12-3/4%
Senior Subordinated Discount Notes due 2009 (the "Notes") to an amendment (the
"Proposed Amendment") to Section 4.09 of the Indenture dated as of May 11, 1999
(the "Indenture"), as amended, among the Company, Tritel, Inc., Tritel
Communications, Inc., Tritel Finance, Inc. (collectively, the "Guarantors") and
The Bank of New York, as trustee (the "Trustee"). The Company intends to effect
the Proposed Amendment if it receives without revocation the consents of the
holders of record of a majority of the outstanding Accreted Value (as defined in
the Indenture) of the Notes (such consents, the "Requisite Consents"). The
Proposed Amendment, if effected, will be contained in a supplement to the
Indenture (the "Supplemental Indenture") executed by the Company, the Guarantors
and the Trustee. The solicitation of consents to the Proposed Amendment to the
Indenture is herein referred to as the "Consent Solicitation". The holders of
the Notes are herein referred to as the "Holders".

Accordingly, the parties hereto agree as follows:

1. Engagement of the Solicitation Agents. (a) The Company hereby appoints SSBI
and Lehman Brothers as Solicitation Agents and authorizes SSBI and Lehman
Brothers to act as such in connection with the Consent Solicitation. As a
Solicitation Agent, each of SSBI and Lehman Brothers agrees, severally and not
jointly, in accordance with its respective customary practices, to perform those
services in connection with the Consent Solicitation as are customarily
performed by investment banking firms in connection with consent solicitations.
<PAGE>

                                                                               2

(b) The Company expressly acknowledges that all opinions and advice (written or
oral) given by the Solicitation Agents to the Company in connection with their
engagement are intended solely for the benefit and use of the Company (including
its management, directors and attorneys) in considering the Consent
Solicitation, and the Company agrees that no such opinion or advice shall be
used for any other purpose or reproduced, disseminated, quoted or referred to at
any time, in any manner or for any purpose, nor shall any public references to
SSBI or Lehman Brothers be made by the Company (or such persons), without the
prior written consent of SSBI or Lehman Brothers, as applicable, which consent
shall not be unreasonably withheld.

2. No Liability for Acts of Dealers, Banks and Trust Companies. Neither SSBI nor
Lehman Brothers shall have any liability (in tort, contract or otherwise) to the
Company or any other person for any act or omission on the part of another
Solicitation Agent, any broker or dealer in securities ("Dealer") (other than
SSBI or Lehman Brothers, as applicable) or any bank or trust company or any
other person (other than SSBI or Lehman Brothers, as applicable), and neither
SSBI nor Lehman Brothers, as applicable, shall be liable for their respective
acts or omissions in performing their obligations as the Solicitation Agents
hereunder, except to the extent expressly set forth in Annex I hereto. In
soliciting or obtaining consents, neither the Company nor any Dealer, bank or
trust company shall be deemed to be acting as an agent of the Solicitation
Agents or the agent of the Company, and no Solicitation Agent shall be deemed
the agent of the Company, another Solicitation Agent, any Dealer, bank or trust
company or any other person. The Company acknowledges and agrees that, the
Solicitation Agents shall act as independent contractors, and any of their
duties arising out of their engagement pursuant to this Engagement Letter shall
be owed solely to the Company.

3. The Consent Solicitation Material. (a) The Company agrees to furnish the
Solicitation Agents as soon as practicable on or following the date hereof with
as many copies as they may reasonably request of the form of consent, waiver and
letter agreement, the letter to the Holders and any related materials to be used
by the Company in connection with the Consent Solicitation (collectively, as
amended or supplemented from time to time, the "Consent Solicitation Material").

(b) Prior to and during the period of the Consent Solicitation, the Company will
inform the Solicitation Agents promptly after it receives notice or becomes
aware of the happening of any event, or the discovery of any fact, which would
require the making of any change in any Consent Solicitation Material or would
affect in any material respect the truth or completeness of any representation
or warranty contained in this Engagement Letter if such representation or
warranty were being made immediately after the happening of such event or
discovery of such fact. Any such change shall be promptly made to such Consent
Solicitation Material.

(c) The Company represents that the Consent Solicitation Material has been or
will be approved by, and is the sole responsibility of, the Company (except for
information describing the Solicitation Agents) and the Company authorizes the
Solicitation Agents to use the Consent Solicitation Material in connection with
the Consent Solicitation.

4. Withdrawal. If the Company (a) uses or permits the use of any Consent
Solicitation Material (i) which has not been submitted to a Solicitation Agent
for its comments or (b) shall have breached any of its representations,
warranties, agreements or covenants herein, then, in either case, each
Solicitation Agent shall be entitled to withdraw as a
<PAGE>

                                                                               3

Solicitation Agent in connection with the Consent Solicitation without any
liability or penalty whatsoever for such withdrawal and without loss of any
right to indemnification or contribution provided in Annex I hereto or right to
the payment of all expenses payable hereunder which have accrued to the date of
such withdrawal. If a Solicitation Agent shall withdraw pursuant to the
foregoing, the other Solicitation Agent shall have the right, but not the
obligation, exercisable in its sole discretion, to continue as a Solicitation
Agent hereunder, in which event this Agreement shall remain in full force and
effect with respect to such other Solicitation Agent and all amounts payable
hereunder accruing after the date of such Solicitation Agent's withdrawal shall
be payable solely to such other Solicitation Agent.

5. No Solicitation Agent Fee. The Solicitation Agents are not entitled to
compensation for their services hereunder.

6. Payment of Fees and Expenses. The Company agrees to pay the (i) fees and
disbursements of its counsel, (ii) all fees and expenses relating to the
preparation, filing, printing, mailing and publishing of all Consent
Solicitation Material, (iii) all advertising charges in connection with the
Consent Solicitation, (iv) all customary mailing and handling fees and expenses
of Dealers, banks and trust companies in forwarding the Consent Solicitation
Material to their customers, (v) all other fees and expenses in connection with
the Consent Solicitation, (vi) all of the reasonable fees and disbursements of
the Solicitation Agents' counsel and (vii) all of the Solicitation Agents'
travel and other out-of-pocket expenses incurred in connection with or arising
out of the Consent Solicitation.

7. Securityholder Lists. The Company shall provide the Solicitation Agents with
copies of the Company's records showing the names and addresses of, and
principal amounts of Notes held by, all the Holders for purposes of the Consent
Solicitation and will use its reasonable best efforts to cause the Solicitation
Agents to be advised from day-to-day during the period of the Consent
Solicitation as to any transfers of Notes.

8. Representations, Warranties and Covenants of the Company and the Guarantors.
The Company and the Guarantors, jointly and severally, represent, warrant and
covenant to the Solicitation Agents that:

(a) Each of the Company, the Guarantors and each of their corporate
subsidiaries, whether directly or indirectly owned, is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is chartered or organized and is duly qualified to
transact business and is in good standing in each jurisdiction wherein it owns,
leases or operates property or conducts business, except to the extent that the
failure to be so qualified or to be in good standing does not have a material
adverse effect on the Company, the Guarantors and their subsidiaries taken as a
whole.

(b) All necessary corporate and stockholder action has been duly taken by the
Company and the Guarantors to authorize the Consent Solicitation, to authorize
the execution, delivery and performance of this Engagement Letter and the
Supplemental Indentures and all other actions contemplated by this Engagement
Letter and the Consent Solicitation, and no other corporate or stockholder
proceedings are necessary to authorize any such actions. This Engagement Letter
has been duly authorized, executed and delivered by the Company and the
Guarantors and is a legal, valid and binding agreement of each of the Company
and the Guarantors, enforceable against the Company and the Guarantors,
<PAGE>

                                                                               4

respectively, in accordance with its terms, except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally and except for the application of general
principles of equity and public policy.

(c) Each of the Consent Solicitation, the delivery of the Consent Solicitation
Material and the execution, delivery and performance of, and the consummation of
the transactions contemplated by, this Engagement Letter does comply and will
comply with all applicable requirements of law, including, without limitation,
the Securities and Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder, and other applicable regulations of the
Securities and Exchange Commission or any other Federal, state, local or foreign
governmental or regulatory agency, authority or instrumentality, and no consent,
authorization, approval, order, exemption or other action of or filing with any
such agency, authority or instrumentality is required in connection with any of
the Consent Solicitation, the delivery of the Consent Solicitation Material and
the execution, delivery and performance of, and the consummation of the
transactions contemplated by, this Engagement Letter.

(d) None of the Consent Solicitation, assuming receipt of the Requisite
Consents, the execution, delivery and performance of the Supplemental
Indentures, or the execution, delivery and performance of, or the consummation
of the transactions contemplated by, this Engagement Letter do or will conflict
with, result in a breach or violation of, or constitute a default under, (i) any
law or the certificate of incorporation or the bylaws of any of the Company, the
Guarantors or any of their respective subsidiaries or (ii) the terms of any
indenture, mortgage, note or other agreement or instrument to which any of the
Company, the Guarantors or any of their respective subsidiaries is a party or
bound or subject or to which any of their respective properties or assets is
bound or subject or (iii) any judgment, order or decree applicable to any of the
Company, the Guarantors or any of their respective subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its subsidiaries.

(e) No restraining order has been issued against the Company or proceeding,
litigation or investigation initiated or, to the best knowledge of the Company
after due inquiry, threatened against the Company (and no development in any
pending litigation against the Company has occurred) with respect to any of the
Consent Solicitation, the execution, delivery and performance of the
Supplemental Indentures, or the execution, delivery and performance of, or the
consummation of the transactions contemplated by, this Engagement Letter.

(f) The Company is not, nor is it directly or indirectly controlled by, or
acting on behalf of any person which is, (i) an "investment company" within the
meaning of the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder or (ii) a "holding company" within the meaning of, or
subject to regulation under, the Public Utility Holding Company Act of 1935 and
the rules and regulations promulgated thereunder.

(g) On or promptly following the date the Requisite Consents are received, the
Company and the Guarantors will cause the Supplemental Indenture to be executed
and delivered by the Company, the Guarantors and the Trustee. Assuming valid
execution by the Trustee, the Supplemental Indentures will constitute valid and
binding obligations of the Company,
<PAGE>

                                                                               5

except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally and
except for the application of general principles of equity.

(h) Each of the representations and warranties set forth in clauses (a) through
(f) of this Section 8 will be true and complete on and as of the date hereof and
the date the Consent Solicitation is completed.

9. Conditions to the Solicitation Agents' Obligations. The Solicitation Agents'
obligations hereunder shall at all times be subject to the following conditions
(it being understood that each Solicitation Agent may determine in its sole
discretion whether such conditions have been satisfied and may exercise any
rights or remedies with respect thereto without regard to whether the other
Solicitation Agent has exercised its rights or remedies):

(a) All representations, warranties and other statements of the Company
contained herein are now, and at all times during the term of the Consent
Solicitation shall be, true and correct in all material respects, and the
Company and each of the Guarantors at all times shall have performed in all
material respects all of their respective obligations hereunder theretofore to
be performed or satisfied.

(b) No stop order, restraining order or denial of an application for approval
shall have been issued and no litigation shall have been commenced or threatened
with respect to the Consent Solicitation or this Engagement Letter, and no
development in any pending litigation with respect to the Consent Solicitation
or this Engagement Letter shall have occurred by or before any agency, court or
other governmental body of any jurisdiction which a Solicitation Agent believes
in good faith makes it inadvisable for such Solicitation Agent to continue to
act hereunder.

10. Additional Covenants of the Company. (a) Prior to and during the term of the
Consent Solicitation, the Company will advise the Solicitation Agents promptly
of (i) the occurrence of any event, or the discovery of any fact, which could
cause the Company to fail to commence or withdraw or terminate the Consent
Solicitation, (ii) any proposal or requirement to amend or supplement any
Consent Solicitation Material, (iii) any extension, termination, completion or
expiration of the Consent Solicitation, (iv) any communication from the
Securities and Exchange Commission relating to the Consent Solicitation or any
of the Consent Solicitation Material, including any order suspending or
preventing the use thereof, (v) any other material developments in connection
with the Consent Solicitation and (vi) any other information relating to the
Consent Solicitation which the Solicitation Agents may from time to time
reasonably request.

(b) The Company will comply with the Securities Act of 1933 (the "Securities
Act"), the Exchange Act, the Trust Indenture Act of 1939 (the "Trust Indenture
Act"), and the applicable rules and regulations promulgated thereunder, as well
as all applicable stock exchange regulations, in connection with the Consent
Solicitation Material and the Consent Solicitation. If any event shall occur or
condition exist as a result of which it is necessary to amend or supplement any
Consent Solicitation Material in order that such Consent Solicitation Material
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances existing at the time they are delivered to a Holder, not
misleading or if it shall be necessary at any such time to amend or supplement
the Consent Solicitation
<PAGE>

                                                                               6

Material in order to comply with the requirements of the Securities Act, the
Exchange Act or the Trust Indenture Act, the Company will promptly prepare such
amendment or supplement as may be necessary to correct such untrue statement or
omission or to make the Consent Solicitation Material comply with such
requirements. The Company will disseminate, as required, any and all necessary
amendments and supplements to the Consent Solicitation Material and the other
documents to be distributed to the Holders in connection with the Consent
Solicitation and will promptly furnish to the Solicitation Agents true and
accurate copies of each such amendment or supplement prior to the distribution
thereof.

11. Termination; Full Force and Effect. This Engagement Letter shall terminate
upon the date of termination or withdrawal of the Consent Solicitation. The
indemnity and contribution agreements contained in Annex I hereto, the fee and
expense reimbursement agreements contained in Section 6 and the representations,
warranties, covenants and agreements of the Company and the Guarantors set forth
in this Engagement Letter shall remain operative and in full force and effect
regardless of (i) any failure to commence, or the withdrawal, termination or
consummation of, the Consent Solicitation or the termination or assignment of
this Engagement Letter, (ii) any investigation made by or on behalf of any
indemnified party, (iii) any termination of a Solicitation Agent's appointment
hereunder pursuant to Section 4, this Section 11 or otherwise and (iv) the
completion of a Solicitation Agent's services hereunder.

12. Miscellaneous. In the event any one or more of the provisions contained in
this Engagement Letter should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). This Engagement Letter may be executed in
any number of separate counterparts, and all the said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed counterpart by facsimile transmission shall be effective as delivery
of a manually signed counterpart. This Engagement Letter constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
This Engagement Letter, including any right to indemnity or contribution
hereunder, shall inure to the benefit of and be binding upon the Company, the
Solicitation Agents and the other indemnified parties, and each of the
Company's, the Solicitation Agents' and their respective successors and assigns.
Except to the extent provided in Annex I hereto, nothing in this Engagement
Letter is intended, or shall be construed, to give to any other person or entity
any right hereunder or by virtue hereof.

13.  APPLICABLE LAW.  THIS ENGAGEMENT LETTER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.

15. Notices. All notices and other communications required or permitted to be
given under this Engagement Letter shall be in writing and shall be deemed to
have been duly given if delivered personally or sent by registered or certified
mail, return receipt requested, postage prepaid, or by facsimile transmission,
subsequently confirmed in writing as aforesaid, to the parties hereto as
follows:
<PAGE>

                                                                               7

                  (a)      If to the Solicitation Agents:

                           Salomon Smith Barney
                           390 Greenwich Street
                           New York, NY 10013
                           Attention:  General Counsel
                           Fax:  (212) 783-2274
                           Confirm:  (212) 783-7000

                           and

                           Lehman Brothers Inc.
                           Three World Financial Center
                           200 Vessey Street
                           New York, NY 10285
                           Attention:
                           Fax:
                           Confirm:

                           with a copy to:

                           Cravath, Swaine & Moore
                           825 Eighth Avenue
                           New York, NY 10019
                           Attention:  William P. Rogers, Jr.
                           Fax:  (212) 474-3700
                           Confirm:  (212) 474-1000

                  (b)      If to the Company and/or the Guarantors:

                           Tritel PCS, Inc.
                           1010 North Glebe Road
                           Arlington, Virginia 22201
                           Fax: (703) 236-1376
                           Confirm: (703) 236-1122
                           Attention: Thomas H. Sullivan

                           With a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10022
                           Fax: (212) 504-6666
                           Confirm: (212) 504-6000
                           Attention: Brian Hoffmann


Please indicate your acceptance of the provisions hereof by signing the enclosed
copy of this Engagement Letter.
<PAGE>

                                                                               8

If you elect to deliver this Engagement Letter by telecopier, please arrange for
the executed original to follow by next-day courier.


                                              Very truly yours,

                                              SALOMON SMITH BARNEY INC.,

                                              by /s/ Michael S. Zicari
                                              ________________________
                                              Name: Michael S. Zicari
                                              Title: Director



                                              LEHMAN BROTHERS INC.,

                                              by /s/ Steven G. Delaney
                                              ________________________
                                              Name: Steven G. Delaney
                                              Title: Managing Director

ACCEPTED AND AGREED
on January 11, 2001:

TRITEL PCS, INC.,

by /s/ Thomas H. Sullivan
___________________________________
Name: Thomas H. Sullivan
Title: Executive Vice President and
       Chief Financial Officer

ACCEPTED AND AGREED
on January 11, 2001:

TRITEL, INC.,

by /s/ Thomas H. Sullivan
___________________________________
Name: Thomas H. Sullivan
Title: Executive Vice President and
       Chief Financial Officer

ACCEPTED AND AGREED
on January 11, 2001:

TRITEL COMMUNICATIONS, INC.,


by /s/ Thomas H. Sullivan
___________________________________
Name: Thomas H. Sullivan
Title: Executive Vice President and
       Chief Financial Officer
<PAGE>

                                                                               9

ACCEPTED AND AGREED
on January __, 2001:

TRITEL FINANCE, INC.,

by________________________
Name:
Title:
<PAGE>

CONFIDENTIAL                                                             ANNEX I
January 11, 2001                                        to the Engagement Letter



                                 Tritel PCS, Inc.
                                 Indemnification

All capitalized terms used herein but not defined herein shall have the meanings
provided in the Engagement Letter to which this Annex I is attached (the
"Engagement Letter").

1. The Company and the Guarantors, jointly and severally, agree to indemnify and
hold harmless you, your directors, officers, employees and agents and each
person who controls you within the meaning of either the Securities Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, or other expenses reasonably incurred in connection with
investigating or defending any such loss, claim, damage, liability or action,
and each such indemnified party shall have no liability to the Company or its
parents, owners, creditors or security holders for any loss, claim, damage or
liability or other expense, (a) arising out of or based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
Consent Solicitation Material, or any omission or alleged omission to state in
any Consent Solicitation Material a material fact necessary to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading or (ii) any withdrawal, termination or cancelation by the
Company of, or failure by the Company to make or consummate, the Consent
Solicitation according to its terms or (iii) any breach or alleged breach by the
Company or any of the Guarantors of any representation or warranty or failure to
comply with any of the agreements contained in the Engagement Letter or (iv) any
other action or failure to act by the Company, its employees or other agents or
by you at the Company's request or with the Company's consent or (b) otherwise
arising out of, relating to or in connection with or alleged to arise out of,
relate to or be in connection with the Consent Solicitation or the Proposed
Amendment or your role as a Solicitation Agent on or after the date hereof in
connection with either thereof, whether the event allegedly giving rise to such
claim shall have occurred prior to the commencement of, during the period of, or
subsequent to the consummation of, the Consent Solicitation, and, in each case,
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that neither of the Company nor any of the Guarantors shall be liable to the
extent that any such loss, claim, damage or liability arises out of or is based
upon (1) in the case of clause (a)(i), any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by you or on
your behalf specifically for inclusion therein or (2) in the case of clauses
(a)(iv) and (b), that is determined to have resulted primarily from your bad
faith, willful misconduct or gross negligence. This indemnity agreement will be
in addition to any liability which the Company and the Guarantors may otherwise
have.

2. Promptly after receipt by an indemnified party under this Annex I of notice
of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying parties under this Annex
I, notify the indemnifying parties in writing of the commencement thereof; but
the failure so to notify the indemnifying parties (i) will not relieve it from
liability under the first paragraph of this Annex I unless and to the extent it
did not otherwise learn of such action and such failure results in prejudice to
the indemnifying parties of rights and defenses and (ii) will not, in any event,
relieve the indemnifying parties from any obligations to any indemnified party
other than the indemnification obligation provided in the first paragraph of
this Annex I. The indemnifying parties shall be entitled to appoint counsel of
the indemnifying parties'
<PAGE>

                                                                               2

choice at the indemnifying parties' expense to represent the indemnified party
in any action for which indemnification is sought (in which case the
indemnifying parties shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying parties' election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ one
firm or separate counsel (plus local counsel), and the indemnifying parties
shall bear the reasonable fees, costs and expenses of such separate counsel, if
(i) the use of counsel chosen by the indemnifying parties to represent the
indemnified party would present such counsel with a conflict of interest, (ii)
the indemnifying parties shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iii) the indemnifying
parties shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying parties. An indemnifying party will not, without the
prior written consent of the indemnified party, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

3. If the indemnity provided for in the foregoing paragraphs of this Annex I is
judicially determined to be unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
you, the Company and the Guarantors, in lieu of indemnifying such indemnified
party, agrees that the Company and the Guarantors shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Guarantors on the
one hand and by you on the other from the Consent Solicitation or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in the foregoing clause (i), but also the relative fault of
the Company and the Guarantors on the one hand and of you on the other in
connection with the statements, actions or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Guarantors on the one hand and by you on the other shall be determined taking
into account that you are not receiving a fee for acting as a Solicitation
Agent. The relative fault of the Company and the Guarantors on the one hand and
of you on the other (i) in the case of an untrue or alleged untrue statement of
a material fact or an omission or alleged omission to state a material fact,
shall be determined by reference to, among other things, whether such statement
or omission relates to information supplied by the Company or by you and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission and (ii) in the case of any other
action or omission, shall be determined by reference to, among other things,
whether such action or omission was taken or omitted to be taken by the Company
or by you and the parties' relative intent, knowledge, access to information and
opportunity to prevent such action or omission. The obligations of the
Solicitation Agents to contribute hereunder are several and not joint and no
Solicitation Agent (together with its indemnified persons) shall be obligated to
contribute an amount in excess of the benefits it received hereunder.
<PAGE>

                                                                               3

4. The Company, the Guarantors and you agree that it would not be just and
equitable if contribution pursuant to this Annex I were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
For purposes of this Annex I, each person who controls you and each of your
directors, officers, employees and agents shall have the same rights to
contribution as you, subject in each case to the applicable terms and conditions
set forth above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.