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Master Site Development and Lease Agreement - Alamosa PCS LLC and Specialty Capital Services Inc.

MASTER SITE DEVELOPMENT AND LEASE AGREEMENT






THIS AGREEMENT, made this day of August, 1998 (the "Effective Date"), between ALAMOSA PCS, LLC, a
Texas limited liability company, with its principal offices located at 6688 N. Central Expressway, Suite 850, Dallas, Texas, ("Customer") and Speciality Capital Services, Inc., a Nevada corporation with its principal offices located as 12001 Hwy. 14 Nort
h, Cedar Crest, New Mexico, 87008 ("Specialty").



W I T N E S S E T H:



WHEREAS, Specialty provides site acquisition, zoning, construction, site development, site maintenance and site leasing services for wireless communications facilities located in the United States of America;



WHEREAS, Customer desires to lease space on certain wireless communications towers or platforms to be constructed and owned by Specialty ("Leased Sites"); and



WHEREAS, Specialty and Customer desire to set forth terms and conditions upon which Specialty will construct and Customer will lease from Speciality Leased Sites located in the areas identified in Exhibit "A" hereto.



NOW THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the parties agree as follows:



1. Leased Sites.



1.1 Leased Site Schedules. This Agreement and each Leased Site Schedule in su
bstantially the form attached hereto as Exhibit "B" ("Leased Site Schedule") executed in connection with this Agreement contain the basic terms and conditions upon which each Leased Site will be constructed and leased by Specialty to Customer. The locatio
n
of each Leased Site is individually referred to in this Agreement as a "Site." Each Leased Site Schedule will describe the specific location, description and the size of the Site to which it pertains and contain a precise description of the wireless comm
u
nications platform or tower to be constructed by Speciality on the Site. Customer will indicate its interest in obtaining a Leased Site Schedule for a particular Site by completing and forwarding to Specialty either search rings for a particular area or a

written notice identifying particular Sites for implementation pursuant to this Agreement. Upon receipt of search rings, Specialty will, at its sole expense, promptly inventory and review all existing elevated structures within each search ring that are s
u
sceptible of locating a Site, including existing roof top sites, water tank sites, towers and other elevated structures. The purpose of this inventory and review process is to identify sites on which Customer's wireless transmission facilities can be loca
t
ed or co-located with other carriers thereby minimizing the need for construction of new towers. Upon completion of this inventory and review, Speciality and Customer will analyze the results and review Customer's search rings in order to (i) identify the
specific roof top sites, water tank sites, existing towers and other existing elevated structures to be utilized by Customer and (ii) determine the number and





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 1







location of new towers to be construct
ed. Customer and Specialty understand and agree that so long as Customer's time-to-market, and RF engineering criteria are satisfied, Customer's wireless transmission facilities will be co-located on existing structures within the applicable search rings
w
henever possible. After Customer and Specialty determine that a new tower will be constructed within a given search ring or location, Specialty will locate and identify to Customer a proposed Site for construction of the new tower. Upon identification of
e
ach proposed Site for construction of a new tower, Customer will have three (3) business days in which to notify Specialty whether the proposed Site is acceptable to Customer. If Customer deems the Site acceptable or if Customer fails to notify Specialty
t
hat it deems the Site unacceptable within three (3) business days after the proposed Site is identified to Customer, then Customer will forward an executed Leased Site Schedule to Specialty whereupon, Specialty will, at its sole expense, promptly complete

the site acquisition, lease procurement and zoning (collectively, "Site Acquisition and Zoning Services") of the Site and construct the Leased Site in accordance with the time frames and specifications set forth in Exhibit 2 to the Lease Site Schedule. Up
o
n completion of the Lease Site, Specialty will lease the Leased Site to Customer pursuant to this Agreement and the applicable Lease Site Schedule. To the extent requested by Customer, Specialty will use its best efforts to utilize existing bulk siting ag
r
eements or other favorable siting arrangements available to Customer, coordinate all zoning and permitting related activities with Customer and allow Customer to participate in such zoning and permitting processes to ensure consistency with Customer zonin
g
and permitting practices and procedures. Specialty intends to utilize Specialty personnel and existing subcontractor relationships to perform Site Acquisition and Zoning Services. However, if requested by Customer, Specialty will agree to utilize or work

with individuals and/or subcontractors designated by Customer (assuming such individuals and/or subcontractors are willing to work with Specialty and meet Specialty's pricing objectives to Customer). If Customer identifies one or more specific Sites to Sp
e
cialty for which Site Acquisition and Zoning Services already have been completed, then Customer will forward an executed Leased Site Schedule to Specialty describing the Site, whereupon, Specialty will, at its sole expense, promptly enter into or accept
t
he assignment of the underlying site lease or sublease, construct the Leased Site in accordance with the time frames and specifications set forth in Exhibit 2 to the Leased Site Schedule, and, upon completion of the Leased Site, lease the Leased Site to C
u
stomer as described in the Leased Site Schedule, and, upon completion of the Leased Site, lease the Leased Site to Customer as described in the Leased Site Schedule. Each Leased Site Schedule will become a part of this Agreement only upon its execution an
d delivery by both Customer and Specialty. The parties acknowledge and agree that the specifications for each Leased Site will be sufficient to facilitate co-location of additional tenants on the Leased Site following completion.



1.2 Improvement o
f Existing Sites. Where an existing communications tower or platform (including existing roof top sites, water tank sites, towers and other elevated structures, owned or otherwise controlled by a party other than Specialty) in any of the areas identified
i
n Exhibit "A" is selected by Customer for the co-location of a wireless transmission facility, Customer agrees to engage Specialty to perform any necessary Site Acquisition and Zoning Services and to construct any necessary improvements to implement the p
l
anned facility, provided Specialty's fees for performing such services are competitive with those available from contractors ("qualified competing contractors") of similar expertise, quality and reputation to Specialty. Specialty will provide such service
s at competitive prices that are not higher than the average prices available in the given market for like services from qualified competing contractors, provided, however, that if Customer believes





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 2







that the pricing offered by Specialty is not competitive, then Customer will have the right to obtain bids from qualified competing contractors for the same services (including, without limitation, construction management services) as those proposed to be
provided by Specialty. If Customer obtains a pricing bid for the required services from a qualified competing contractor that is other than Specialty's proposed pricing, then Customer shall notify Specialty and Specialty shall have the right of first ref
u
sal, exercisable by notifying Customer within seven (7) days following receipt of such notice from Customer, to meet the bid upon the same terms and conditions as set forth in the bid. If Specialty declines to meet the bid, then Customer will have the rig
ht to hire the qualified competing contractor to perform the work with respect to that site (subject to the qualified competing contractor's provision of certificates of insurance consistent with the provisions of this Agreement).



1.3 Use of Additional Sites. If during the initial term of this Agreement Customer desires to install additional wireless transmission facilities in any of the areas identified in Exhibit "A," then the following provisions shall apply:



1.3.1 If (i) Specialty owns, controls or manages an

existing roof top site, water tank site, tower or

other elevated structure within any of the areas

identified in Exhibit "A" that meets Customer's

predetermined coverage requirements (for purposes of

this Agreement, Customer's predetermined coverage

requirement shall include but not be limited to

location, height above ground level, antenna

configuration and radiation center) for such

additional wireless transmission facilities, (ii) the

required antenna space can be made available to

Customer within a mutually agreed upon period of time

that meets Customer's implementation requirements for

the additional wireless transmission facilities,

(iii) the placement of Customer's antennas, coaxial

cabling and other equipment on the subject structure

and the location of Customer's base station equipment

at the subject location will not require material

structural modification of the subject structure or

interfere with the contractual or other rights or

existing tenants at the location, then Customer may

request a Leased Site Schedule for the subject

structure and lease the required antenna space on the

subject structure pursuant to this Agreement for a

monthly lease price that does not exceed the

applicable monthly lease price set forth on Exhibit

"C." If Customer requests a Leased Site Schedule

pursuant to this Section 1.3.1, then Specialty shall

have ten (10) days from receiving notice of

Customer's request for a Leased Site Schedule to

notify Customer whether the subject structure is

available for Customer's purposes. In the event

Specialty fails to respond within said ten (10) days,

the subject structure will be deemed unavailable. In

connection with Customer's assessment of any

additional Sites, Specialty shall provide, at no

charge to Customer (i) for a period of up to

twenty-one (21) days, access to the subject structure

and necessary documentation for the purpose of

determining the suitability of the subject structure

(Customer shall supply, at Customer's expense, all

equipment and materials needed to conduct such tests)

and (ii) a copy of the Prime Lease (as hereinafter

defined), if any, applicable to the Site and such

other documentation applicable to the Site as

Customer shall reasonably





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 3







request (subject to any restrictions regarding

confidentiality or disclosure as may be contained in

or otherwise applicable to such documents). Specialty

shall supply at Specialty's expense, the labor to

install one (1) antenna and one (1) coaxial cable to

conduct a suitability test at each Site. In order to

facilitate the parties compliance with the provisions

of this Section 1.3, Specialty agrees to provide

Customer with a list of all roof top sites, water

tank sites, towers or other elevated structures

within any of the areas identified in Exhibit "A"

that are owned, controlled or managed by Specialty

and to update this list from time to time as

necessary during the initial term of this Agreement.



1.3.2 If (i) Specialty does not own, control or manage an

existing roof top site, water tank site, tower or

other elevated structure within any of the areas

identified in Exhibit "A" that meets Customer's

predetermined coverage requirements for such

additional wireless transmission facilities, (ii) no

other existing roof top site, water tank site, tower

or other elevated structure within any of the areas

identified in Exhibit "A" meets Customer's

predetermined coverage requirements for such

additional wireless transmission facilities, (iii)

Customer determines to obtain a new tower to locate

such additional wireless transmission facilities, and

(iv) Specialty is willing to construct the new tower

within a mutually agreed upon time period that meets

Customer's construction schedule and lease the

required antenna space to Customer for a monthly

lease price that does not exceed the applicable

monthly lease price set forth on Exhibit "C," then

Customer shall request a Leased Site Schedule for the

new tower and lease the required antenna space on the

new tower pursuant to this Agreement.



2. Customer's Use of the Leased Site



Customer may use the Leased Site only for the installation, operation and maintenance of unmanned radio communications equipment consistent wit
h the terms of this Agreement and the applicable Leased Site Schedule. Customer must, at Customer's sole expense, comply with all laws, orders, ordinances, regulations and directives of applicable federal, state, county and municipal authorities or regula
t
ory agencies including, without limitation, the Federal Communications Commission ("FCC"), that are applicable to the installation or operation of Customer's equipment at the Site. Customer must operate its equipment in a manner that does not interfere wi
t
h the operation of the communications facility or any prior existing users of the communications facility. Specialty agrees to cooperate with Customer, at Customer's expense, in executing such documents or applications required in order for Customer to ob
tain such licenses, permits or other governmental approval needed for Customer's permitted use of the Site.



Notwithstanding the foregoing, Specialty shall obtain, at Specialty's expense, any municipal permits necessary for the initial installation
of the Leased Site. Customer will maintain its equipment at the Site in a reasonable condition and in a manner that will not interfere with other uses of the Site.





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 4







3. Term.



3.1 Term of A
greement. The initial term of this Agreement shall be five (5) years commencing on the Effective Date. The term of this Agreement will be automatically renewed for three (3) additional terms of five (5) years each unless Customer provides Specialty with n
otice of intention not to renew at last six (6) months prior to the expiration of the then current term.



3.2 Term of Leased Site Schedule. Each Site leased by Specialty to Customer pursuant to a Leased Site Schedule shall be leased for an initial
term of five (5) years with the commencement date ("Commencement Date") of the term of each particular Leased Site Schedule being as of the first (1st) day of the earlier of (i) the month following the completion of installation of Customer's antennas and

coaxial at the Site or (ii) if the Leased Site is a newly constructed site constructed for Customer and the Leased Site is completed within the time frame for completion set forth in the applicable Leased Site Schedule, the second month following completi
o
n f the Leased Site. The term of each particular Leased Site Schedule shall automatically be extended for up to three (3) additional five (5) year terms unless Customer terminates it at the end of the then current term by giving Specialty written notice o
f
the intent to terminate at least six (6) months prior to the end of the then current term; provided, however, that the term of all Leased Site Schedules shall immediately terminate upon the termination or expiration of this Agreement. If Specialty's righ
t
s in any Site are derived from a prime lease or other agreement with a third party (a "Prime Lease"), a copy of such Prime Lease will be attached as Exhibit 4 to the applicable Leased Site Schedule. Notwithstanding the foregoing, if Specialty's rights in
a
ny Site are derived from a Prime Lease and such Prime Lease has a shorter term or extension terms than those provided for under this paragraph, then Customer's right to extend the Leased Site Schedule applicable to such Site shall only be for as long as S
pecialty retains its interest in the same applicable property pursuant to such Prime Lease.



4. Rent



4.1 Rental Payments. The annual rental shall be paid in equal installments beginning on the Commencement Date and continuing on the first day of e
ach and every month thereafter. Payments shall be made to Speciality, or such other person, firm or place as Specialty may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. The amount of the annual r
e
ntal shall be that amount designated on the applicable Leased Site Schedule which amount shall be adjusted on each Adjustment Date according to the formula set forth in Section 4.2. The rental amounts designated on each Leased Site Schedule shall be calcu
lated according to the schedule set forth in Exhibit "C."



4.2 Rental Payment Adjustment. The annual rental payment identified in this Agreement shall be adjusted (collectively "Adjusted Fee") on the first anniversary of the Effective Date and ever
y annual anniversary thereafter ("Adjustment Date") by the following formula:



Adjusted Fee = Base Fee + ((IR-IL)YIL) + Base Fee







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 5







"Base Fee" shall mean the applicable annual rental or other fees identified in this Agreement which, for the purposes of the formula identified above, shall remain the same as set forth in this Agreement as of the Effective date.



IR is the Consumer Price Index for the month which is three (3) months

immediately preceding the month in which the Adjustment Date occurs.



IL is the Consumer Price Index for the month which is three (3) months

immediately preceding the month of the Effective Date.



"Consumer Price Index" shall mean the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor for Urban Wage Earners and Clerical Workers for All Items (CPI-W) - U.S
. City average or shall mean the successor thereto. In the event the Consumer Price Index is converted to a different standard reference base or otherwise revised, the determination of Adjusted Fee for the Adjustment Date shall be made with the use of suc
h
conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics, or if the Bureau should fail to publish the same, then with the use of such conversion factor, formula or table for convert
i
ng the Consumer Price Index as may be published by Prentice Hall, Inc., or any other nationally recognized publisher or similar statistical information. If the Consumer Price Index ceases to be published and there is no successor thereto, such other index
as Customer and Specialty may agree upon shall be substituted for the Consumer Price Index, and if they are unable to agree, then such matter shall be submitted to arbitration in accordance with the terms of Section 18.



4.3 Additional Rent. Custo
mer shall pay as additional rent any taxes or other assessments, including but limited to real estate or personal property taxes, that are (i) levied against the Leased Sites or the improvements thereon and (ii) attributable to the improvements, or portio
n
s thereof, that are constructed or installed by or on behalf of Customer. Specialty will provide reasonable documentation of real estate or personal property taxes attributable to the improvements, or portions thereof, that are constructed or installed by
or on behalf of Customer.



4.4 Interest. Any fee or other payment not paid within ten (10) business days of when due shall bear interest until paid at the lesser of:



4.4.1 The rate of ten percent (10%) per annum; or



4.4.2 The maximum rate allowed under applicable law.



5. Relationship of the Parties. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.



6. Access



Customer shall have free access during the term of a Leased Site Schedule to the applicable Site twenty-four (24) hours per day, seven (7) days per week. Customer acknowledges that with







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 6







respect to Sites where Specialty's rights are derived from a Prime Lease, notwithstanding this Section 6, Customer's access rights to the Site are subject to any restrictions on access to the Site as are set forth in such Prime Lease. In the event Custome
r
or its agents or contractors perform any work at a Site, Specialty will be guaranteed by Customer that Specialty will not experience any down time in operation or any other operations at the communications facility and Customer will indemnify and reimbur
s
e Specialty for any and all claims of liability or losses by any third party resulting from any such down time in operation and any actual damages or losses sustained by Specialty resulting from any such down time in operation directly attributable to Cus
t
omer's or its agent's or contractor's work at a Site. Specialty shall furnish Customer with necessary devices for the purpose of ingress and egress to the said Site and communications facility. It is agreed, however, that only authorized engineers, employ
e
es or properly authorized contractors of Customer or persons under their direct supervision will be permitted to enter said Site. Customer will retain ownership of all buildings, equipment and appurtenances Customer installs at any Site; provided; however
, that the removal of said equipment will not adversely affect the integrity of any structure.



7. Improvements and Construction of Leased Sites



7.1 Approved Communications Facility. Customer has the right, at Customer's sole cost and expense, to
erect, maintain, replace and operate at the Site, only that communications facility specified on the Leased Site Schedule. It is understood that Customer shall have the right at each and every Site, subject to compliance with the terms of this Agreement a
n
d particularly those set forth in this Section, to replace the equipment described in a Leased Site schedule with similar and comparable equipment so long as: (a) there is no greater wind loading, structural loading, size, weight or height; and (b) the eq
u
ipment operates at the frequency or range of frequencies designated in the applicable Leased Site Schedule, or at the frequency or range of frequencies identified in Customer's current licenses or successor licenses thereto, for the transmission of wirele
s
s communications signals of that given Site. It is understood that any such replacement equipment must be frequency compatible with then existing uses of the Site and that any change in frequency shall not adversely impact the business of Specialty, as de
t
ermined within Specialty's sole discretion. Prior to commencing any Installation or material alteration of a communications facility and prior to accessing the communications tower structure for any reason whatsoever, Customer must obtain Specialty's appr
oval of:



7.1.1 Customer's plans for Installation or alteration work;



7.1.2 The identity of the contractor performing the

installation or material alteration or in any way

accessing the tower structure itself.



Specialty's approval must not be unreasonably withheld or delayed. All of Customer's installation and alteration work must be performed:



7.1.3 At Customer's sole cost and expense;





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 7







7.1.4 In a good and workmanlike manner, using the care and

skill ordinarily used by members of the profession

practicing under similar conditions at the same time

and in the same geographic area;



7.1.5 In accordance with applicable building codes; and



7.1.6 Must not adversely affect the structural integrity or

maintenance of the Leased Site or any structure on or

use of the Leased Site.



Said erection, maintenance, replacement and operation will in no way d
amage or interface with any existing tenant's use of or existing operations at the communications facility. If damage or interference is caused by Customer and Customer fails to make such repairs immediately after notice by Specialty, Specialty may make t
h
e repairs and the reasonable costs thereof shall be payable to Specialty by Customer on demand. If Customer does not make payment to Specialty within thirty (30) days after such demand, Specialty shall have the right to immediately terminate the applicabl
e Leased Site Schedule. No materials may be used in the installation of the antennas or transmission lines that will cause corrosion or rust or deterioration of the tower structure or its appurtenances.



After completion of the initial construction
by Specialty and acceptance of a Leased Site by Customer, any structural alterations to a structure on the Leased Site must be designed, at Customer's sole cost and expense, by a structural engineer licensed in the jurisdiction where the Site is located.

Notwithstanding the foregoing, for any structural alterations on a tower, such structural engineer must either be approved by the lower manufacturer or by Specialty. For structural alterations requiring a municipal permit, the structural engineer must be
satisfactory to the local municipality.



Following the initial installation of Customer's equipment at a Site, any Installation, material alteration or removal of such equipment by Customer and any activities whatsoever requiring access to the towe
r structure at the Site, must be performed by Specialty or by a contractor reasonably acceptable to Specialty (which acceptance may specifically include a requirement that all such contractors provide to Specialty, at least three (3) business days prior t
o
performing any such installation, material alteration or removal, certificates of insurance consistent with the provisions of this Agreement). Specialty's consent thereto shall not be unreasonably withheld or delayed. In the event that Specialty does not

perform such installation, material alteration or removal, Customer must engage Specialty's project manager to monitor, inspect and approve all activities performed by or on behalf of Customer at the initial rate of $70.00 per hour not to exceed a total o
f
$2,000.00 per Site for any given installation, material alteration or removal project. The hourly rate and the maximum charge for the project manager shall be adjusted on each Adjustment Date pursuant to the formula set forth in Section 4.2. Notwithstand
i
ng anything to the contrary contained in this Agreement, Specialty, with respect to any work to be performed at a Site, shall have the right of first refusal to meet any bona fide bid selected by Customer for the performance of such work upon the same ter
m
s and conditions as set forth in the bid. Specialty shall have seven (7) business days after the receipt of such bid to notify Customer whether Specialty intends to meet such bid and perform the work in accordance with the bid. In the event Specialty does
not notify Customer within such time, Customer may proceed to contract with said bidder subject to Specialty's approval as set forth above.







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 8







7.2 Liens. Customer must keep the Site free fro
m any liens arising from any work performed, materials furnished or obligations incurred by or at the request of Customer. If any lien is filed against the Site as a result of the acts or omissions of Customer's employees, agent or contractors, Customer m
u
st discharge the lien or bond the lien off in a manner reasonably satisfactory to Specialty within thirty (30) days after Customer receives written notice from any party that the lien has been filed. If Customer fails to discharge or bond any lien within
s
uch period, then, in addition to any other right or remedy of Specialty, Specialty may, at Specialty's election, discharge the lien by either paying the amount claimed to be due or obtaining the discharge by deposit with a court or a title company or by b
o
nding. Customer must pay on demand any amount paid by Specialty for the discharge or satisfaction of any lien, and all reasonable attorneys' fees and other legal expenses of Specialty incurred in defending any such action or in obtaining the discharge of
such lien, together with all necessary disbursements in connection therewith.



7.3 Waiver of Specialty's Lien



7.3.1 Specialty waives any lien rights it may have

concerning Customer improvements which are deemed

Customer's personal property and not fixtures and

Customer has the right to remove the same at any time

without Specialty's consent.



7.3.2 Specialty acknowledges that Customer has or may enter

into a financing arrangement including promissory

notes, security agreements and other similar

documents (collectively, "Financing Agreement") for

the financing of the Customer improvements at the

Sites (the "Collateral") with a third party or

parties (the "Financing Entity"). In connection

therewith, Specialty (i) consents to the installation

of the Collateral; (ii) disclaims any interest in the

Collateral, as fixtures or otherwise; and (iii)

agrees that the Collateral shall be exempt from

execution, foreclosure, sale, levy, attachment, or

distress for any Rent due or to become due and that

such Collateral may be removed at any time without

recourse to legal proceedings. Customer agrees to

notify Specialty in writing that Customer has entered

into the Financing Agreement and of the identity of

the Financing Entity. Any removal of property made

pursuant to this Section 7.3 shall be made consistent

with the provisions of this Agreement.



7.4 Possession. Taking possession of the Site by Customer is conclusive evidence that Customer:



7.4.1 Accepts the Site as suitable for the purposes for

which they are leased;



7.4.2 Accepts the Site and any structure on the Site and

every part and appurtenance thereof AS IS, with all

faults; and





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 9







7.4.3 Waives any claims against Specialty in respect of

defects in the Site or the Leased Sites and its

appurtenances, their habitability or suitability for

any permitted purposes, except:



7.4.3.1 If otherwise expressly provided

hereunder;



7.4.3.2 If resulting from the negligence or

willful misconduct of Specialty,

Specialty's employees, agents or

contractors;



7.4.3.3 If resulting from any known claim by a

third party not identified by Specialty

in Specialty's representations under

this Agreement; or



7.4.3.4 If Specialty had actual knowledge of

such defects and did not disclose such

defects to Customer.



For the purposes of this provision, Customer is deemed to have taken possession on the Commencement Date of the respective Leased Site Schedule.



8. Interference



Specialty and Customer understand that Customer and other current or future users of Leased Sites will utilize th
e Leased Sites for the transmission of wireless communication signals. Customer agrees to have installed at each Leased Site transmitting and receiving equipment of a type and frequency that will not cause measurable interference as defined by the FCC ("m
e
asurable interference") to other users of such Leased Site. In addition, Customer agrees that it will not change the manner in which it uses its equipment after the date such equipment is installed at a Leased Site to a manner that causes measurable inter
f
erence to other current users of such Leased Site. Specialty agrees that it will prohibit any future tenants of a Leased Site who take possession after the date of execution by Customer of a Leased Site Schedule with respect to such Leased Site from insta
l
ling transmitting and receiving equipment of a type and frequency that will cause measurable interference to Customer. In addition, Specialty agrees that it will prohibit any tenant that took possession of space on the Leased Site prior to execution by Cu
s
tomer of a Lease Site Schedule with respect to such Leased Site from changing the manner in uses its equipment at the Leased Site after Customer's execution of such Leased Site Schedule to a manner that causes measurable interference to Customer. In the e
v
ent that Customer's equipment causes measurable interference to other users of a Leased Site, Customer will take all steps necessary to correct and eliminate such interference to other users of a Leased Site, Customer will take all steps necessary to corr
e
ct and eliminate such interference within forty-eight (48) hours of Customer's receipt of notice of such interference from Specialty; provided, however, that if (i) upon receipt of such notice, Customer continuously and diligently endeavors to correct and

eliminate such interference, and (ii) notwithstanding Customer's efforts to correct and eliminate such interference, such interference cannot be corrected and eliminated within said forty-eight (48) hour period, then Customer shall notify Specialty of thi
s fact, whereupon the period during which Customer shall have the right to cure such interference pursuant to this Section 8 shall be extended automatically for an additional period not to exceed thirty (30) days following the







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 10







expiration of such initial forty-eight (48) hour period as long as Customer continuously and diligently endeavors to correct and eliminate said interference, unless prior to the expiration of such additional thirty (30) day p
eriod, Specialty notifies Customer that such interference materially and adversely affects another user's use of the Leased Site, in which case Customer's right to extend the period during which it has the right to cure such interference pursuant to this
S
ection 8 shall terminate forty-eight (48) hours after Customer's receipt of such notice, unless, prior to such time, Customer ceases operation from the Leased Site until said interference is eliminated. In the event that any equipment of any future tenant

to the extent that the tenant's equipment is malfunctioning or is difference or being operated differently from when Customer installed its equipment, or the communications facility causes measurable interference, Specialty will require that said tenant t
a
kes all steps necessary to correct and eliminate the interference within seventy-two (72) hours of Specialty's receipt of notice from Customer; provided, however, that if (i) upon receipt of such notice, Specialty and/or the other user whose equipment is
c
ausing such interference (the "other user") continuously and diligently endeavors to correct and eliminate such interference, and (ii) notwithstanding Specialty's and/or such other user's efforts to correct and eliminate such interference, such interferen
c
e cannot be correct and eliminated within said forty-eight (48) hour period, then Specialty shall promptly notify Customer of this fact, whereupon the period during which Specialty shall have the right to cure such interference pursuant to this Section 8
s
hall be extended automatically for an additional period not to exceed thirty (30) days following the expiration of such initial forty-eight (48) hour period as long as Specialty and/or the other user continuously and diligently endeavors to correct and el
i
minate such interference, unless prior to the expiration of such additional thirty (30) day period, Customer notifies Specialty that such interference materially and adversely affects Customer's use of the Leased Site, in which case Specialty's right to e
x
tend the period during which it has the right to cure such interference pursuant to this Section 8 shall terminate forty-eight (48) hours after Specialty's receipt of such notice, unless, prior to such time, the other user ceases operation from the Leased
Site until said interference is eliminated.



9. Indemnification



Customer shall indemnify and hold Specialty and all subsidiary companies and affiliates harmless against any claim of liability or loss from bodily injury and/or property damage resu
lting from or arising out of Customer's and/or any of its subcontractors', servants', agents' or invitees' use or occupancy of the Site, including but not limited to any claim of liability or loss associated with any Environmental Hazards as defined in th
i
s Agreement, excepting, however, such claims or damages as may be caused by the negligence or willful misconduct of Specialty, or its subcontractors, servants, agents or invitees. If Specialty is made a party to any litigation commenced by or against Cust
omer for any of the above reasons, then Customer shall protect and hold Specialty harmless and pay all costs, penalties, charges, damages, expenses and reasonable attorneys' fees incurred or paid by Specialty in connection therewith.



Specialty sha
ll indemnify and hold Customer and all subsidiary companies and affiliates harmless against any claim of liability or loss from bodily injury and/or property damage resulting from or arising out of Specialty's and/or any of its subcontractors', servants',
agents' or invitees' use of occupancy of the Site, including but not limited to any claim of liability or loss associated with any Environmental Hazards as defined in this Agreement, excepting, however, such claims or damages







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 11







as may be due to or caused by the negligence or willful misconduct of Customer, or its subcontractors, servants, agent or invitees. If Customer is made a party to any litigation commenced by or agai
nst Specialty for any of the above reasons, then Specialty shall protect and hold Customer harmless and pay all costs, penalties, charges, damages, expenses and reasonable attorneys' fees incurred or paid by Customer in connection therewith.



10. Insurance



Customer shall maintain at its expense throughout the term of this Agreement, general liability insurance with a combined single limit of Five Million ($5,000,000.00) Dollars for bodily injury and property damage. Coverage shall include Independ
ent Contractors Liability. At execution of this Agreement, Customer shall provide a Certificate of Insurance to Specialty, evidencing Specialty as an additional insured and which shall contain a provision for thirty (30) day notice of cancellation or mate
r
ial change to Specialty. Customer shall also maintain Auto Liability insurance in an amount no less than One Million ($1,000,000.00) Dollars combined single limit for bodily injury and/or property damage. Customer must also maintain statutory Workers' Com
pensation Insurance and Employee's Liability for the statutory limit but in no event less than One Million ($1,000,000.00) Dollars.



All insurers will be rated A or better and must be licensed to do business in the jurisdiction where the respective
Sites are located. The provision of insurance required in this Agreement shall not be construed to limit or otherwise affect the liability of Customer.



Customer will not do or permit to be done in or about the Leased Sites nor bring or keep or p
ermit to be brought to the Leased Sites anything that: (a) is prohibited by any insurance policy carried by Specialty covering the Site, any improvements thereon, or the Leased Sites; or (b) will increase the existing premiums for any such policy beyond t
h
at contemplated for the additional of Customer's communications facility. Specialty acknowledges and agrees that the installation of Customer's communications facility upon the Leased Sites in accordance with the terms and conditions of this Agreement wil
l be considered within the underwriting requirements of any of Specialty's insurers and such premiums contemplate the addition of the communications facility.



The parties hereby waive any and all rights of action for negligence against the other w
hich may hereafter since on account of damages to the premises or Site resulting from any fire, or other casualty of the kind covered by standard fire insurance policies, regardless of whether or not, or in what amounts, such insurance is now or hereafter
carried by the parties, or either of them. Customer and Specialty shall each obtain a Waiver of Subrogation from their respective insurance companies in which said insurance companies also waive their respect rights to recover.



11. Surrender of Leased Site



Customer, upon termination of the Agreement or the applicable Leased Site Schedule, shall have removed its equipment, personal property and all fixtures and have restored the Leased Site to its original condition, reasonable wear and tear excep
ted. If such time for removal causes Customer to remain on the Site after termination of this Agreement or the applicable Leased Site Schedule, Customer shall pay rent at one and one-half times the then existing annual rate until such time as the







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 12







removal of the equipment, personal property and all fixtures are completed. Nothing in this provision shall be construed as providing Customer the right to hold over and Specialty, immediately upon the te
rmination or expiration of the Agreement or the applicable Leased Site Schedule, shall have the right to evict Customer from the Leased Sites.



12. Representation, Warranties and Covenants



12.1 Specialty. Specialty warrants, with respect to each particular Leased Site Schedule that:



12.1.1 Specialty, or the entity for which Specialty

possesses the management rights, owns good,

marketable fee simple title or has a good and

marketable leasehold interest or has the right as a

manager or has a valid license or easement in the

land on which the Site is located and has the right

of access thereto;



12.1.2 Specialty will not permit or suffer the installation

and existence of any other improvement upon the

structure land of which the Site is a portion if such

improvement materially interferes with transmission

or reception by Customer's wireless transmission

facilities at the Site;



12.1.3 None of the Leased Sites, to the best knowledge of

Specialty, is contaminated by any Environmental

Hazards as defined below;



12.1.4 Electrical service is available to Customer at each

and every Site with the understanding that Customer

will pay for all utility services needed to operate

its communications facility; and



12.1.5 Specialty will keep, at Specialty's expense, the

communications tower structure in good repair as

required by law and applicable state and local codes

and regulations and shall also comply with all rules

and regulations enforced by the FCC and FAA with

regard to the lighting, marking and painting of



12.2 Customer. Customer warrants, with respect to each particular Leased Site Schedule that:



12.2.1 Customer will maintain its equipment, antennas,

transmission lines and other appurtenances in proper

operating condition and maintain same as to

appearance and safety;



12.2.2 All installations and operations by Customer in

connection with this Agreement shall meet with all

applicable rules, codes and regulations of

governmental authorities, including, without

limitation, the FCC and the municipality, county and

state in which such installations and operations







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 13







Specialty specifically assumes no responsibility for

the licensing, operation and/or maintenance of

Customer's radio equipment; and



12.2.3 Customer is responsible for bringing telephone

service to the Leased Site or for otherwise obtaining

access from the Leased Site to telephone service and

Customer will pay for all utility services needed to

operate its communications facility.



12.3 Mutual. Each party represents and warrants to the other party:



12.3.1 It has full right, power and authority to make this

Agreement and to enter into the Leased Sites

Schedules;



12.3.2 The making of this Agreement and the performance

thereof will not violate any laws, ordinances,

restrictive covenants, or other agreements under

which such party is bound;



12.3.3 That such party is qualified to do business in any

states in which the Sites are located; and



12.3.4 All persons signing on behalf of such party were

authorized to do so by appropriate corporate or

partnership action.



12.4 No Brokers. Specialty and Customer represent to each other that neither has had any dealings with any real estate brokers or agents in connection with this Agreement.



13. Casualty or Condemnation



13.1 Casualty. If there is a casualty to any structure upon which a Customer communications facility is located, Specialty must within ninety (90) days repair or restore the structure. During said period of repair or
restoration, all rent and other fees identified in this Agreement applicable to that Site shall be abated. Upon completion of such repair or restoration, Customer is entitled to reinstall Customer's communications facility. In the event such repairs or re
s
toration will reasonably require more than ninety (90) days to complete, Customer is entitled to terminate the applicable Leased Site Schedule upon thirty (30) days prior written notice. During any period during which Customer's equipment cannot function
a
t a Site due to a casualty to any structure upon which a Customer communications facility is located, subject to the terms of this Agreement regarding interference and relations with other tenants, Customer shall be afforded the right to locate portable c
ommunications equipment at the Site.



13.2 Condemnation. If there is a condemnation of the Site, including without limitation a transfer of the Site by consensual deed in lieu of condemnation, then the Leased Site Schedule for the condemned Site wi
ll terminate upon transfer of title to the condemning authority, without further liability to either party under this Agreement. Customer is entitled to pursue a separate condemnation award for Customer's communications facility from the condemning author
ity. Specialty will notify







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 14







Customer within ten (10) business days following Specialty's receipt of notice of condemnation with respect to a Site.



14. Default



14.1 Customer's Default. The occurrence of any one or more of the following events constitutes an "event of default" by Customer under this Agreement:



14.1.1 If Customer falls with respect to a total of five (5)

or more Sites to pay any fee or other sums payable by

Customer within twenty (20) business days of

Customer's receipt of written request for payment;



14.1.2 Breach of any representation, warranty or covenant

set forth in this Agreement including any Leased Site

Schedule, with the exception of the non- payment of

any fee or other sums by Customer, which is not cured

within thirty (30) days of receipt of written notice,

except such thirty (30) day cure period will be

extended as reasonably necessary to permit Customer

to complete the cure so long as Customer commences

the cure within such thirty (30) day period and

thereafter continuously and diligently pursues and

completes such cure;



14.1.3 If any petition is filed by or against Customer,

under any section or chapter of the present or any

future federal Bankruptcy Code or under any similar

law or statute of the United States or any state

thereof (and with respect to any petition filed

against Customer, such petition is not dismissed

within ninety (90) days after the filing thereof), or

Customer is adjudged bankruptcy or insolvent in

proceedings filed under any section or chapter of the

present or any future Bankruptcy Code or under any

similar law or statute of the United States or any

state thereof;



14.1.4 If a receiver, customer or trustee is appointed for

Customer or for any of the assets of Customer and

such appointment is not vacated within sixty (60)

days of the date of appointment;



14.1.5 If Customer becomes insolvent or makes a transfer in

fraud of creditors; or



14.1.6 If Customer's equipment is found to be interfering as

described to this Agreement and said interference is

not timely corrected as provided herein.



14.2 Specialty's Remedies. If an event of default occurs, Specialty (without notice or demand except as expressly required above) may terminate this Agreement including applicabl
e Leased Site Schedules, in which event Customer will immediately surrender the Sites to Specialty. Customer will become liable for damages equal to the total of;



14.2.1 The actual costs of recovering the Sites;







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 15









14.2.2 The rent earned as of the date of termination, plus

interest thereon from the date due until paid;



14.2.3 The amount by which any rents, fees and other

benefits that Specialty would have received under the

applicable Leased Site Schedules for the remainder of

the term under the applicable Leased Site Schedule

after the time of award subject to Specialty's duty

to mitigate damages as set forth below;



14.2.4 All other sums of money and damages owing by Customer

to Specialty.



Specialty may elect any one or more of the foregoing remedies with respect to this Agreement or to any particular Leased Sites Schedules.



14.3 Specialty's Default. If Specialty is in breach of an representation, warranty or covenant set forth in this Agreement and such breach is not cured within thirty (30) days of receipt of written notice thereof, except such thirty (30) day cure

period will be extended as reasonable necessary to permit Specialty to complete the cure so long as Specialty commences the cure within such thirty (30) day period and thereafter continuously and diligently pursues and completes such cure. Customer may, i
n addition to any other remedy available at law or in equity, at Customer's option upon written notice:



14.3.1 Terminate the applicable Leased Site Schedule; or



14.3.2 Incur any expense reasonably necessary to perform the

obligation of Specialty specified in such notice and

invoice Specialty for the actual expenses, together

with interest as set forth herein from the date

named. Any invoice shall be accompanied by

documentation reasonably detailing actual expense. If

Specialty fails to reimburse the costs within thirty

(30) days of receipt of written notice, then Customer

is entitled to offer and deduct such expenses from

the fees or other charges next becoming due under any

Leased Site Schedule.



Customer may elect any one or more of the foregoing remedies with respect to any particular Leased Site Schedule.



14.4 Duty to Mitigate Damages. Specialty and Customer shall endeavor in good faith to mitigate damages arising under this Agreement.



15. Environmental Matters



Specialty represents and warrants that to the best of Specialty's knowledge there are no Environmental Hazards on any Site. Nothing in this Agreement or in any Leased Site Schedule will be construed or interpreted t
o require that Customer remediate any Environmental Hazards located







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 16







at any Site unless Customer or Customer's officers, employee, agents or contractors placed the Environmental Hazards on the Site.



Customer will not bring to, transport across or dispose of any Environmental Hazards on any particular Leased Sites o
r Site without Specialty's prior written approval, which approval shall not unduly be withheld or delayed. Customer's use of any approved substances constituting Environmental Hazards must comply with all applicable laws, ordinances and regulations govern
ing such use.



The term "Environmental Hazards" means hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other fuels (including crude oil or any fraction or derivative thereof) and underground
storage tanks. The term "hazardous substances" shall be defined in the Comprehensive Environmental Response, Compensation, and Liability Act, and any regulations promulgated pursuant thereto. The term "pollutants" shall be as defined in the Clean Water A
ct, and any regulations promulgated pursuant thereto. This Section shall survive termination of the Agreement and any particular Leased Site Schedule.



16. Covenant of Quite Enjoyment



Specialty covenants that Customer, on paying the rent and performing all the terms, covenants and conditions of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Sites.



17. Entire Agreement



It is agreed and understood that this Agreement, including all Leased Site Schedules, contai
n all the agreements, promises and understandings between Specialty and Customer and that no verbal or oral agreements, promises or understandings shall be binding upon either Specialty or Customer in any dispute, controversy or proceeding at law, and any
addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the parties.



18. Governing Laws Arbitration



The laws of the State of Texas, disregarding conflict of law principles, shall gover
n this Agreement. Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of either party, be finally determined and settled by arbitration in the city of Dallas,
Texas in accordance with the rules and procedures of the American Arbitration Associations, and judgment upon the award may be entered in any court having jurisdiction hereof.



19. Assignment



This Agreement may not be sold, subleased, assigned or
transferred by Customer without prior approval or consent of Specialty; provided, however, that Customer may assign its interest to its parent company, any subsidiary or affiliate or to any successor-in-interest or entity acquiring 51% or more of its sto
ck or assets, so long as any such purchaser, sublessee, assignee or transferee has a







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 17







net worth of $25,000,000.00 as defined by generally accepted accounting principles. It is understood that any such assignment shall not relieve Customer of any liability for performance of this Agreement. Customer acknowledges that Customer is the current

holder of all requisite FCC licenses necessary for it to lawfully provide the wireless services that it intends to offer utilizing the Leased Sites identified in Exhibit "A." As to other entities, this Agreement may not be sold, subleased, assigned or tra
nsferred, in whole or in part, without the written consent of Specialty, for any purpose, which consent may be withheld in Specialty's absolute discretion.



Specialty consents to the assignment by Customer of this Agreement to the Financing Entity
described in Paragraph 7.3 above as security for the payment of all indebtedness and performance of obligations under the Financing Agreement; provided that, such assignment shall not constitute assumption by the Financing Entity of any obligations under
t
his Agreement unless and until the Financing Entity elects to assume Customer's rights and obligations herein in the event Customer defaults under the Financing Agreement or any agreement with the Financing Entity related thereto. In such event, the Finan
c
ing Entity may, but shall have no obligation to take in its name or in the name of Customer or otherwise, such actions as the Financing Entity may, at any time or from time to time deem necessary to utilize the Leased Site. Customer hereby irrevocably aut
horizes Specialty to accept such performance by the Financing Entity. Any such assignment does not relieve Customer of any liabilities or obligations for performance identified in this Agreement.



20. Severability



If any provision of this Agreemen
t or any Leased Site Schedule is invalid or unenforceable with respect to any party, the remainder of this Agreement, or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, is not to be affected an
d each provision of this Agreement is valid and enforceable to the fullest extent permitted by law.



21. No Waiver



No provision of this Agreement will be deemed to have been waived by either party unless the waiver is in writing and signed by the
party against whom enforcement is attempted. The rights granted in this Agreement are cumulative of every other right or remedy that the enforcing party may otherwise have at law or in equity or by statute and the exercise of one or more rights or remedie
s will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.



22. Representation



Each of the parties acknowledges and agrees that it has been represented by counsel and that it has participated in the drafting
of this Agreement. Accordingly, it is the intention and agreement of the parties that the language, terms and conditions of this Agreement are not to be construed in any way against or in favor of any party hereto by reason of the responsibilities in conn
ection with the preparation of this Agreement.







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 18



23. Notices



Any notice or demand required to be given in this Agreement shall be made by certified mail, return receipt requested, or reliable overnight courier, to the address of the other party set forth below:



As to Customer: ALAMOSA PCS, LLC

P.O. Box 65700

Lubbock, Texas 79424

Attention: David Sharbutt



WITH A COPY TO:



-----------------------



-----------------------



-----------------------

Attention:

-------------



As to Specialty: Specialty Capital Services, Inc.

12001 Hwy 14 North

Cedar Crest, New Mexico 87008

Attention: Jeffrey A. Howard, Vice President



WITH A COPY TO: OmniAmerica, Inc.

2 Summit Park Drive, Suite 105

Cleveland, Ohio 44131

Attention: F. Howard Mandel, Vice President

and General Counsel



Any such notice or demand is deemed received three (3) bu
siness days following deposit in the United States Mails addressed as required above. Specialty or Customer may from time to time designate any other address for this purpose by giving written notice to the other part.



24. Binding Effect



This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto. The parties further agree that all of the provisions in this Agreement shall affect and bind any and all tenants or occupan
t
s of the Site who come upon the same through or by agreement with either party. Each party shall be fully responsible to ensure that any and all tenants or occupants of the Site who come upon the same through or by agreement with that party comply with al
l of the terms and provisions of this Agreement and such party shall be fully liable and responsible for any breaches of this Agreement by its tenants or occupants.









MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 19



25. Prime Lease



The pa
rties acknowledge that Specialty's rights in the Site may be derived from a Prime Lease in which Specialty is lessee, sublessee, grantee, licensee or assignee therein. If this is the case, a copy of said Prime Lease shall be attached as Exhibit 4 to the a
p
plicable Leased Site Schedule, and the following provisions shall be applicable. In the event approval of the prime lessor, grantor or licensor is required in the Prime Lease, the effectiveness of any Leased Site Schedule concerning such property shall be

specifically subject to the obtaining of such approval. Further, all the terms, conditions and covenants contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of any Prime Lease affecting the Site that is

the subject of the particular Leased Site Schedule. In the event any o the provisions of the Prime Lease supersede or contradict the terms of this Agreement, such terms of this Agreement shall be deemed deleted or superseded to the extent of the contradic
t
ion as applicable to the space utilized by Customer. Further, Customer agrees to be bound by and agrees to perform all the acts and responsibilities required of the lessee, sublessee, grantee, licensee or assignee pursuant to the Prime Lease as are applic
a
ble to the access and occupancy of the premises utilized by Customer. Lastly, in the event the Prime Lease terminates for any reason, the Leased Site Schedule relating to the Site covered by said Prime Lease, shall be deemed to have terminated effective t
he date of the termination of the Prime Lease.



26. Termination



In the event any previously approved zoning or governmental permit affecting the use of the property as a communications facility is withdrawn or terminated, the Leased Site Schedule
relating to the property covered by said permit or approval shall be deemed to have been terminated effective the date of the termination of the permit or approval. In addition to any other rights to terminate a Leased Site Schedule, Specialty has the rig
h
t to terminate a Leased Site Schedule and all of Customer's right to the premises leased pursuant to the Leased Site Schedule if any equipment placed on the Site by Customer unreasonably interferes with any equipment located on said Leased Site and Custom
er fails to resolve such interference problem as provided above.



27. Supercedes



This Agreement revokes and supersedes any other oral or written agreements between the parties, whether or not in writing, that pertain to the subject matter described herein.



28. Non-Disclosure



The parties agree that without the express written consent of the other party, neither party shall reveal, disclose or promulgate to any third party the terms of this Agreement or any portion thereof, except to such
third party's auditor, accountant or attorney or investors or to a governmental agency if required by regulation, subpoena or government order to do so.



29. Third Parties



Any obligations imposed on Customer in this Agreement shall be equally and fully applicable to any other third parties that Customer brings on to the property or comes upon the property through or under the authority of Customer. Any breach by su
ch other third parties shall be decreed







MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 20





a breach by Customer under this Agreement and Customer shall be fully liable and responsible to Specialty pursuant to the terms of this Agreement for such breach.



IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the Effective Date.





ALAMOSA PCS LLC





By: /s/ David Sharbutt

-----------------------------------

Name: David Sharbutt

-----------------------------

Title: Chairman

----------------------------



SPECIALTY CAPITAL SERVICES, IN.





By: /s/ Michael Budagher

-----------------------------------

Name: Michael Budagher

-----------------------------

Title: Chairman

----------------------------





MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 21



ADDENDUM I TO

MASTER SITE DEVELOPMENT AND LEASE AGREEMENT





This Addendum contains certain changes, additional or supplemental terms and provisions to that certain Master Site Development and Lease Agreement (the "Master Site Agreement") entered int
o contemporaneously with and by the same parties as the Master Site Development and Lease Agreement dated the 20th day of August, 1998, by and between Alamosa PCS LLC, as "Customer", and Specialty Capital Services, Inc., as "Specialty". Except for the exp
ressed modifications made in this Addendum, the Master Site Development and Lease Agreement continues in full force and effect.



The Master Site Development and Lease Agreement is modified as follows:



1. Paragraph 1.1 shall have added thereto the following:



"The parties acknowledge that the initial portions of this

Agreement are being done in a very short time frame. If for

any reason a site is located and in a good faith effort to

provide such short time frame services, Specialty should incur

expenses in acquiring a site, doing extensive research

involved a site such as soil surveys, environmental reports,

seeking zoning and other licenses for locating a site, and

after incurring such expenses for reasons caused by the

customer such site should change, in that event, Alamosa will

pay, as additional consideration under this Agreement, all

such amounts. This reimbursement on a cost basis only with no

additional added expense or cost, shall occur only in those

events in which customer shall change the site location and in

which Specialty has incurred such additional time and

expense."



2. Paragraph 3.2 shall have added thereto the following:



"In the event that a Prime Lease shall terminate for any

reason during the terms of this Agreement, and such

termination of a Prime Lease cause the loss of a site,

Specialty agrees to make its best efforts to attempt to secure

a substitute for the site lost by the termination of the Prime

Lease with no obligation to actually substitute the site."



3. Paragraph 9 shall have added thereto the following:



"In the event that either party hereto shall provide the

indemnification set forth in the preceding paragraphs of this

Section, in that event, the party to whom indemnification is

given shall have the right to choose and approve of any

attorneys or firm of attorneys who may represent them in any

matter for which indemnification is being provided by the

other party. The costs of such representation shall be paid by

the party who is providing the indemnification and shall be

paid at the normal and usual rates of such attorneys and in

the manner to which is normal and usual for such

representation."



ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 1







4. Paragraph 10 shall have added thereto the following:



"Specialty shall furnish the Customer a certificate evidencing

compliance with the foregoing requirements showing the

Customer and Sprint Spectrum L.P., a Delaware Limited

Partnership, Wireless Co, L.P., a Delaware Limited

Partnership, and SprintCom, Inc., a Kansas Corporation, as

additional insureds. Such certificates and policies of

insurance shall provide not less than thirty (30) days written

notice to the Customer and all additional insureds of any

cancellation or material reduction in the insurance."



5. Paragraph 18 shall be changed to read as follows:



"18. GOVERNING LAW; PERFORMANCE AND ARBITRATION. This

Agreement shall be governed by the laws of the State of Texas

and shall be deemed to be executed in and performance called

for in Lubbock, Lubbock County, Texas. Any dispute or

controversy arising under, out of, or in connection with this

Agreement, shall be determined and settled by mediation or by

arbitration as follows:



1. MEDIATION. Customer and Specialty agree to mediate

any dispute arising under this contract. In the event

of any dispute, the parties, within thirty (30) days

of a written request for mediation, shall attend, in

good faith, a mediation in order to make a good faith

reasonable effort to resolve any dispute arising

under this contract. If this good faith mediation

effort fails to resolve any dispute arising under

this contract, Customer and Specialty agree to

arbitrate any dispute arising under this contract.

This arbitration shall occur only after the mediation

process described herein.



2. ARBITRATION. Customer and Specialty agree, as

concluded by the parties to this Agreement on the

advice of their counsel, and as evidenced by the

signatures of the parties and of their respective

attorneys, it is agreed that all questions as to

rights and obligations arising under the terms of

this contract are subject to arbitration and such

arbitration shall be governed by the provisions of

the Texas General Arbitration Act (Texas Civil

Practice and Remedies Code Section 171.001 et seq as

it may be amended from time to time).



3. DEMAND FOR ARBITRATION. If a dispute should arise

under this contract, either party may within thirty

(30) days make a demand for arbitration by filing a

demand in writing with the other.



4. APPOINTMENT OF ARBITRATORS. The parties to this

Agreement may agree on one arbitrator, but in the

event that they cannot so agree, there shall be three

arbitrators, one named in writing by each of the

parties within thirty (30) days after demand for

arbitration is made, and a third to be chosen by the





ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 2







two so named. Should either party fail to timely join

in the appointment of the arbitrators, the

arbitrators shall be appointed in accordance with the

provisions of Texas Civil Practice and Remedies Code

Section 171.041.



5. HEARING. All arbitration hearings conducted under

the terms of this Agreement, and all judicial

proceedings to enforce any of the provisions of this

Agreement, shall take place in Lubbock County, Texas.

The hearing before the arbitrators of the matter to

be arbitrated shall be at the time and place within

that County selected by the arbitrators or if deemed

by the arbitrators to be more convenient for the

parties or more economically feasible, may be

conducted in any city of the State of Texas.



6. ARBITRATION AWARD. If there is only one

arbitrator, his or her decision shall be binding and

conclusive. The submission of a dispute to the

arbitrators and the rendering of their decision shall

be a condition precedent to any right of legal action

on the dispute. A judgement confirming the award of

the arbitrators may be rendered by any court having

jurisdiction; or the court may vacate, modify, or

correct the award in accordance with the provisions

of the Texas General Arbitration Act (Texas Civil

Practice and Remedies Code Section 171.087 et seq as

it may be amended from time to time).



7. NEW ARBITRATORS. If the arbitrators selected,

pursuant to Paragraph c., above, shall fail to render

a decision within thirty (30) days of the date of

hearing, they shall be discharged, and three new

arbitrators shall be appointed and shall proceed in

the same manner, and the process shall be repeated

until a decision is finally reached by two of the

three arbitrators selected.



8. COSTS OF ARBITRATION. The costs and expenses of

arbitration, including the fees of the arbitrators,

shall be borne by the losing party or in such

proportions as the arbitrators shall determine.



9. CONDUCT OF ARBITRATION. Any arbitration brought

under the terms of this Agreement shall be conducted

in the following manner:



a. Time Limitations. The parties agree that

the following time limitations shall govern

the arbitration proceedings conducted under

the terms of this Agreement:



(i) Any demand for arbitration must

be filed within thirty (30) days of

the date on which the dispute arises

or the alleged breach occurs.





ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 3







(ii) Each party must select an

arbitrator within thirty (30) days

of receipt of notice that an

arbitration proceeding has

commenced. In the event that no such

selection is made, the arbitrator

selected by the other party may

conduct the arbitration proceeding

without selecting any other



(iii) The hearing must be held

within thirty (30) days of the date

on which the third arbitrator is



(iv) Hearing briefs must be selected

within ten (10) days of the hearing



(v) The arbitration award must be

made within thirty (30) days of the

receipt of hearing briefs.



b. Discovery in Arbitration Proceedings. The

parties agree that discovery may be

conducted in the course of the arbitration

proceeding in accordance with the following

provisions:



(i) Each party may notice no more

than three (3) depositions in total,

including both witnesses adherent to

the adverse party and third-party



(ii) Each party may serve no more

than twenty-five (25) requests for

admission on the other party. No

requests may be served within ten

(10) days of the date of hearing,

unless the parties otherwise

stipulate. All requests for

admission shall be responded to

within ten (10) days of service of

the requests, unless the parties

otherwise stipulate.



(iii) Each party may serve no more

than fifty (50) interrogatories on

the other party. No interrogatory

shall contain subparts, or concern

more than one topic or subject of

inquiry. Interrogatories may not be

phrased so as to circumvent the

effect of this clause. No

interrogatories may be served within

ten (10) days of the date of

hearing, unless the parties

otherwise stipulate. All

interrogatories shall be responded

to within ten (10) days of service

of the interrogatories, unless the

parties otherwise stipulate.



(iv) Each party may serve no more

than ten (10) requests for

production of documents on the other

party. No request for production of

documents shall contain subparts, or





ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 4







more than one type of document.

Requests for production of documents

may not be phrased so as to

circumvent the effect of this

clause. Unless the parties otherwise

stipulate, requests for production

of documents may not be served

within ten (10) day of the date of

hearing, and all requests for

production of documents shall be

responded to within ten (10) days of

service of the requests.



(v) If any party contends that the

other party has served discovery

requests in a manner not permitted

by this Section, or that the other

party's response to a discovery

request is unsatisfactory, the party

may request the arbitrators to

resolve such discovery disputes. The

arbitrators shall prescribe the

procedure by which such disputes are

resolved."



6. Paragraph 28 shall be changed to read as follows:



"28. NON-DISCLOSURE. The parties agree that without the

express written consent of the other party, neither party

shall reveal, disclose or promulgate to any third party the

terms of this Agreement or any portion thereof, except to such

third party's auditor or accountant or attorney or investors

or to a governmental agency if required by regulation,

subpoena or government order to do so, or to customer's bank

or other financial institutions lending money to customer."



7. Paragraph 12.2.3 shall have added thereto the following:



"Notwithstanding the foregoing, customer shall be responsible

for bringing telephone service to the leased site, and once

such service is brought to the leased site, Speciality shall

be responsible for all installation of that service or

otherwise obtaining access to that service from the tower or

other location being provided by Speciality under this

Agreement."







ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 5





The foregoing Addendum is hereby agreed to this 20th day of August, 1998, to be effective the 27th day of July, 1998.





ALAMOSA PCS LLC





By /s/ David Sharbutt

------------------------------------

DAVID E. SHARBUTT, Chairman







SPECIALTY CAPITAL SERVICES, INC.





By /s/ Jeffrey A. Howard

------------------------------------

Jeffery A. Howard (Name)

------------------------------

Vice President (Title)

-----------------------------



Approved as to the Mediation and Arbitration provisions in paragraph 5 above.



CRENSHAW, DUPREE & MILAM, L.L.P.





By /s/ Jack McCutchin, Jr.

------------------------------------

Jack McCutchin, Jr.

Attorneys for Alamosa PCS LLC





/s/ Jeffrey A. Howard

---------------------------------------

Jeffrey A. Howard

Attorney for Specialty Capital

Services, Inc.





ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 6