Master Site Development and Lease Agreement

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





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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





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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





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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.





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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







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"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







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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;





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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 ...