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Published: 2008-03-26

Engineering Service Contract - Alamosa PCS LLC and Hicks & Ragland Engineering Co. Inc.



                          ENGINEERING SERVICE CONTRACT
                    SYSTEM DESIGN AND CONSTRUCTION INSPECTION


         AGREEMENT made July 27, 1998, between ALAMOSA PCS, LLC. (hereinafter
called the "Owner") and HICKS & RAGLAND ENGINEERING CO., INC. (hereinafter
called the "Engineer").

         WHEREAS, the Owner proposes to implement certain additions,
rehabilitations or improvements to its system (all such improvements,
rehabilitation, new construction with its associated facilities being
hereinafter called the "Project" TEXAS 907); and

         WHEREAS, the Owner desires the Engineer to perform certain engineering
services in connection with the Project; and

         WHEREAS, the Engineer represents that it has access to sufficient
experienced personnel and equipment to perform such engineering services for the
Project.

         NOW, THEREFORE, in consideration of the mutual undertakings herein
contained, the parties hereto agree as follows:

SECTION 1. FINANCING OF THE PROJECT. The financing of the Project, including
costs of materials, construction, installation, and engineering will be the
responsibility of the Owner.

SECTION 2. GENERAL OBLIGATION. The Engineer shall diligently and competently
render engineering services which shall be reasonably necessary or advisable for
the expeditious, economical, and sound design of that portion of the Project
included in the Attachments and for such other preparatory work as is necessary
to place such portion of the Project in service, except where such duties are
excluded from the terms of this Agreement.

2.01 DESCRIPTION OF PROJECT. The Engineer shall perform the services identified
in the Attachments for the Owner's Project as described in general below.

Provide Engineering Services for implementation of a PCS system in the Owner's
Markets. The Owner, as an Affiliate of Sprint, has the rights to serve areas in
Texas, New Mexico, Colorado and Arizona as defined in the Sprint agreement
Service Area. The Scope of Work is outlined in Attachment C. The Contract will
cover the deployment of mobile switching centers and base stations for the
pre-op period, year 1 and year 2. Estimates are based upon the deployment of
three switching centers: Lubbock, Albuquerque and El Paso. Estimates are also
based upon deployment of owner supplied base station estimates. The estimated
fees are based upon base station deployment as follows: pre op - 103 base
stations, year 1 - 89 base stations, and year 2 - 25 base stations. The Pre op
period will run through December 1998. Year 1 services will be from January 1999
through December 1999. Year 2 services will be from January 2000 through
December 2000. This contract excludes services associated with tower and site
work which will be provided by others.

SECTION 3. TERMS AND CONDITIONS.

3.01 INSURANCE. The Engineer shall take out and maintain throughout the contract
period the following minimum insurance:

a.   Workmen's compensation insurance in statutory limits covering all employees
     of the Engineer who shall perform any of the obligations of the Engineer
     hereunder, whether or not such insurance is required by the laws of the
     State governing the employment of any such employee. If any employee is not
     subject to the workmen's compensation 


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     laws of such State, such insurance shall extend to such employee, voluntary
     coverage to the same extent as though such employee were subject to such
     laws.

b.   Public liability and property damage liability insurance covering all
     operations under the contact; limits for bodily injury or death, not less
     than $1,000,000 for each occurrence; for property damage, not less than
     $1,000,000 for each occurrence and $1,000,000 aggregate for occurrences
     during the policy period.

c.   Automobile liability insurance on all vehicles used in connection with the
     contract whether owned, non-owned, or hired; public liability limits of not
     less then $1,000,000 for one person and $1,000,000 for each occurrence;
     property damage limit of $1,000,000 for each occurrence.

The Engineer shall furnish the Owner a certificate evidencing compliance with
the foregoing requirements which shall provide not less than thirty (30) days
prior written notice to the Owner of any cancellation or material reduction in
the insurance.

3.02 PROJECT SCHEDULE. The Engineer shall prepare in collaboration with the
Owner, a work and progress report schedule.

3.03 PLANS AND SPECIFICATIONS. Complete and detailed plans and specifications,
drawings, maps, and other documents as required for the construction of the
Project (all of the foregoing being herein sometimes collectively called the
"Plans and Specifications"), shall be prepared by the Engineer, pursuant to the
various Attachments to this Agreement, and made a part hereof.

3.04 GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Texas.

3.05 STANDARDS. All maps, drawings, plans, specifications, estimates, studies
and other documents required to be prepared or submitted by the Engineer under
this Agreement shall conform to industry standards generally acceptable at the
date of this Agreement.

3.06 TERMINATION BY OWNER. The Owner may at any time terminate this Agreement
for cause by giving notice to the Engineer, in writing, to that effect not less
than thirty (30) days prior to the effective date of termination specified in
this notice. Such notice shall be deemed given if delivered or mailed to the
last known address of the Engineer. From and after the effective date specified
in such notice this Agreement shall be terminated. In the event of such
termination, the Owner shall immediately pay Engineer for all work performed on
a Time & Expense basis prior to the date of termination.

3.07 TERMINATION BY THE ENGINEER. The Engineer may at any time terminate this
Agreement by giving notice to the Owner, in writing, to that effect not less
than thirty (30) days prior to the effective date of termination specified in
this notice. Such notice shall be deemed given if delivered or mailed to the
last known address of the Owner. From and after the effective date specified in
such notice this Agreement shall be terminated, except that the Engineer shall
be entitled to receive compensation for services performed hereunder, computed
and payable as set forth in Section 3, 3.06 and 3.13.

3.08 OWNERSHIP OF DOCUMENTS. All reports, plans, specifications, computer files
and other documents prepared by the Engineer as instruments of service shall
remain the property of the Engineer. The Engineer shall retain all common law,
statutory and other reserved rights including copyrights.

3.09 EMPLOYEES' QUALIFICATIONS. The obligations and duties to be performed by
the Engineer under this Agreement shall be performed by persons qualified to
perform such duties efficiently. The Engineer, if the Owner shall so direct,
shall promptly replace any resident engineer or other person employed by the
Engineer in connection with the Project.

The term engineer or resident engineer as used in this Agreement shall mean a
person properly trained and experienced to perform the services required under
the terms of this Agreement, and does not mean that the person performing those
duties must be a licensed or a registered professional engineer.


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3.10 LICENSE. The engineer shall comply with all applicable statutes pertaining
to engineering and warrants that David E. Sharbutt who will be in responsible
charge of the Project possesses license number 41663 issued to him by the State
of Texas on the 30th day of June, 1977.

3.11 PAYMENTS OF ENGINEER'S EMPLOYEES. Prior to the time when any payment shall
be made to the Engineer pursuant to this Agreement, the Engineer, as requested
by the Owner, shall furnish to the Owner, as a condition precedent to such
payment, a certificate to the effect that all salaries or wages earned by the
employees of the Engineer in connection with the Project have been fully paid by
the Engineer up to and including a date not more than thirty (30) days prior to
the date of such invoice. Before the time when the final payment provided to be
made pursuant to this Agreement shall be made to the Engineer by the Owner, the
Engineer shall also furnish to the Owner as a condition precedent to such
payment a certificate that all of the employees of the Engineer have been paid
by him for services rendered by them in connection with the Project, and that
all other obligations which might become a lien upon the Project have been paid.

3.12 ENGINEER'S RECORDS. The Owner shall have the right to inspect and audit all
payrolls, records, and accounts of the Engineer relevant to the work for the
Purposes of this Agreement and the Engineer agrees to provide all reasonable
facilities necessary for such inspection and audit.

3.13 COMPENSATION. For the purpose of this Agreement, compensation for each type
of work covered by the Attachments and thereby made a part of this Agreement
shall be as outlined below.

     a.   TIME & EXPENSE. The Owner shall pay the Engineer for all services
          performed pursuant this Agreement, "Time & Expense" compensation as
          defined below (not to exceed the Guaranteed Maximum Fee amount defined
          in Form P506).

          1.   TIME RATES. For services defined as Time & Expense, the Time
               rates will include all costs associated with the employee except
               for those listed in 2 and 3 below. The hourly rates are
               identified in the Attachments and will be multiplied by the
               number of hours expended in each job category to determine the
               Time Rates.

          2.   EXPENSE RATES. These will include subsistence expense, if any,
               paid to (or on behalf of) employees, plus reasonable
               transportation cost of employees, plus a fee of 7% of billed
               labor to cover the cost of prints, mailing and transportation
               expenses relating to printed and other materials and equipment,
               and telephone and telecommunications expenses.

          3.   TEST EQUIPMENT AND COMPUTER USAGE. The Owner will pay the
               Engineer for the costs of test equipment and computer usage as
               identified in the Attachments.

          4.   REVIEW OF RATES. The Time rates and Test Equipment and Computer
               Usage rates attached are valid until July 1, 1999. Beginning on
               July 1, 1999 and on each subsequent anniversary of this Agreement
               new Rates shall be mutually agreed to by both Parties, until
               Completion or Termination of this Agreement.

     b. GUARANTEED MAXIMUM FEE. The engineering cost identified in Form P506 as
        the Guaranteed Maximum Fee is based upon the time and expense billing of
        the project as defined in 2.01 Description of the Project.

CONTINGENCIES. The Guaranteed Maximum Fee in this engineering contract is based
upon a set amount of construction. In the implementation of a PCS project there
are many uncertainties. The fees do not include any contingency costs that may
or may not have been projected by the Owner. These contingencies, should they
occur, will require additional engineering to ensure that the Owner's system
performs as required. Should any additional sites, beyond those identified in
2.01 Description of Project, require additional engineering expenditures, the
Guaranteed Maximum Fee of this contract will be automatically amended to add any
additional sites the owner requires due to any contingencies. The Guaranteed


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Maximum Fee will be amended upward on a per site fee. The per site fee will be
the amount of the Guaranteed Maximum Fee of the original scope divided by the
number of sites in the original scope.

INCENTIVE BONUS. The Owner and the Engineer mutually agree to strive to complete
the work defined in this Agreement at a cost less that the Guaranteed Maximum
Fee (GMF) amount defined in Form P506. As an incentive to reduce the cost of
engineering, if the total billing for the project is less than the amount
defined as the GMF, the Engineer will be paid an amount equal to 50% of the
difference between the GMF and the total billing as an Incentive Bonus. The
incentive bonus will be paid based upon the identified periods on the P506 forms
as follows.

         PRE OP INCENTIVE. The amount of incentive payable at the conclusion of
the pre op period will be 75% of the calculated incentive amount due. The
remaining 25% will be held as a reserve for future periods. The incentive amount
due is calculated by taking the GMF for the pre op period less the actual
billing as follows.

               Incentive amount = [Pre op GMF - Pre op billing]*50% 
               Incentive payable = incentive amount * 75%

         The incentive payable will be determined within 45 days after the
completion of the pre op period as defined in this agreement.

         YEAR 1 INCENTIVE. The amount of incentive payable at the conclusion of
the year 1 period will be 75% of the calculated incentive amount due. The
remaining 25% will be held as a reserve for future periods. The incentive amount
due is calculated by taking the GMF for all periods to date less the actual
billing for all periods as follows.

               Incentive amount = [Pre op GMF + Year 1 GMF - Pre op billing - 
               Year 1 times billing]*50%
               Incentive payable = incentive amount * 75% - pre op incentive 
               payable

         The incentive payable will be determined within 45 days after the
completion of the year 1 period as defined in this agreement.

         YEAR 2 (CONTRACT) INCENTIVE. The amount of incentive payable at the
conclusion of the contract which is the year 2 period is calculated by taking
the GMF for all periods to date less the actual billing for all periods as
follows.

               Incentive amount = [Total GMF - Total billing]*50% 
               Incentive payable = incentive amount - total incentive paid to 
               date

         The incentive payable will be determined within 45 days after the
completion of the Contract period as defined in this agreement.

3.14 TAXES. Compensation payable to the Engineer under any of the attachments to
this Agreement shall be in addition to taxes, or levies, (excluding Federal,
State and Local Income Taxes), which may be assessed against the Engineer by the
State or political sub-division directly on services performed or payments for
services performed by the Engineer pursuant to this Agreement. Such taxes or
levies, which the Engineer may be required to collect or pay, shall, in turn, be
added by the Engineer to invoices submitted to the Owner pursuant to this
Agreement.

3.15 INTEREST. Interest at the rate of TWELVE percent (12%) per annum shall be
paid by the Owner to the Engineer on any unpaid balance due the Engineer,
commencing thirty (45) days after the due date, provided that the delay in
payment beyond due date shall not have been caused by any conditions within the
control of the Engineer. Such compensation shall be paid ten (10) days after the
amount of the interest has been determined.

         All amounts received by Engineer shall be applied first to accrued
unpaid interest and then to outstanding invoices for services and associated
expenses.

3.16 NON-ASSIGNMENT. The obligations of the Engineer under this Agreement shall
not be assigned without the approval in writing of the Owner.

3.17 ATTACHMENTS. The following listed Attachments, when checked in appropriate
boxes, are attached to and made a part of this Agreement, by this reference.

/ XX /  Attachment A - Hourly Billing Rates


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/ XX /  Attachment B - Test Equipment and Computer Usage Rates

/ XX /  Attachment C - PCS Engineering Services

/ XX /  Form P506  - Guaranteed Maximum Fee for PCS Engineering Services

3.18 SERVICE ADDITION. If after execution of this Agreement, a service not
listed as an Attachment in Paragraph 3.17 above is added to a this Agreement, an
amendment to this Agreement is required.

3.19 INVOICE INFORMATION. The Engineer shall furnish to the Owner detailed
itemized invoices on a monthly basis.

3.20 ENGINEERING FEE. The total cost of engineering shall not exceed the
Guaranteed Maximum Fee as set out in Form P506. Any change to the Scope of Work
outlined in Attachment C will require a contract amendment.

3.21 COMPENSATION FOR CORRECTIONS. No compensation shall be due or payable to
the Engineer, pursuant to this Agreement, for any engineering services performed
by the Engineer in connection with effecting of corrections to the Design of the
Project, when such corrections are required as a direct result of negligence by
the Engineer to properly fulfill any of his obligations as set forth in this
Agreement.

3.22 COMPENSATION PAYMENT. Compensation payable shall be due and payable ten
(10) days after approval of the Owner of the services performed. The Engineer's
invoice shall include detail of the services performed. The Owner must notify
the Engineer within ten (10) days of receipt of invoice of any discrepancies
which require correction or of any additions as a precedent for payment of such
charges. If no discrepancies are noted within ten (10) days of receipt of
invoice, the invoice will be considered to be approved. On invoices where
discrepancies are noted, all charges not identified for correction will be
considered approved and shall be due ten (10) days from the date of the
notification.

3.23 INDEMNIFICATION. Engineer shall hold Owner and Owner's employee's agents,
officers, and directors, harmless from any and all claims for injuries to
persons or for damage to property happening by reason of any negligence, default
or misconduct, on the part of the Engineer, his agents, servants or employees,
during the performance of this contract. This indemnity shall include, but not
be limited to, all expenses of litigation, court costs and reasonable attorney's
fees.

Owner shall hold Engineer and Engineer's employee's agents, officers, and
directors, harmless from any and all claims for injuries to persons or for
damage to property happening by reason of any negligence, default or misconduct,
on the part of the Owner, his agents, servants or employees, during the
performance of this contract. This indemnity shall include, but not be limited
to, all expenses of litigation, court costs and reasonable attorney's fees.

3.24 LIMITATION OF LIABILITY. In no event will Engineer be liable for
consequential damages, including lost profits, loss of investment, or other
incidental damages incurred from Owner's investment based on the Scope of Work
to be performed by Engineer under this Agreement. The Engineer's total liability
for work performed shall never exceed the amount paid by the Owner for services
performed under this Agreement.

3.25 FORCE MAJEURE. If the performance of the Agreement, or of any obligation
hereunder is prevented, restricted or interfered with by reason of fires,
breakdown of plant, labor disputes, embargoes, government ordinances or
requirements, civil or military authorities, acts of God or the public enemy,
acts or omissions of carriers, or other causes beyond the reasonable control of
the party whose performance is affected, then the party affected, upon giving
prompt notice to the other party, shall be excused from such performance on a
day-for-day basis to the extent of such prevention, restriction, or interference
(and the other party shall likewise be excused from performance of its
obligations on the day-for-day basis to the extent such party's obligations
relate to the performance so prevented, restricted or interfered with); provided
that the party so affected shall use its best efforts to avoid or remove such
causes.

3.26 DISPUTES. Owner and Engineer agree to submit to non-binding arbitration as
a first step toward resolution of any disputes arising under this contract.


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3.27 SOLICITATION TO HIRE EMPLOYEES. Owner and Engineer acknowledge and agree
that each party has invested significant time and resources in the recruitment
and training of its employees. Therefore, to the extent permitted by applicable
law, both parties agree that, during the term of this Agreement and for one (1)
year thereafter, that neither party will directly or indirectly solicit or seek
to employ the employees of the other party except as by mutual agreement of the
Owner and Engineer.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.




                                                  ALAMOSA PCS, LLC.
                                       -----------------------------------------
                                                        Owner



                                       BY
                                         ---------------------------------------
                                                      President



ATTEST:



------------------------------------
            Secretary


                                         HICKS & RAGLAND ENGINEERING CO., INC.
                                       -----------------------------------------
                                                       Engineer



                                       BY
                                         ---------------------------------------
                                                    Vice President

ATTEST:



------------------------------------
      Assistant Secretary


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                                  ADDENDUM I TO
                   ENGINEERING SERVICE CONTRACT SYSTEM DESIGN
                           AND CONSTRUCTION INSPECTION

         This Addendum contains certain changes, additional or supplemental
terms and provisions to that certain Engineering Service Contract System Design
and Construction Inspection Agreement (the "Hicks & Ragland Agreement") entered
into contemporaneously with and by the same parties as the Engineering Service
Contact System Design and Construction Inspection Agreement dated July 27, 1998,
by and between Alamosa PCS LLC, as "Owner", and Hicks & Ragland Engineering Co.,
Inc., as "Engineer". Except for the express modifications made in this Addendum,
the Engineering Service Contract System Design and Construction Inspection
Agreement continues in full force and effect.

         The Hicks & Ragland Agreement is modified as follows:

         1.       Paragraph 3.01 shall delete the last sentence thereof and
                  substitute the following:

                  "The Engineer shall furnish the Owner a certificate evidencing
                  compliance with the foregoing requirements showing the Owner
                  and Sprint Spectrum L.P., a Delaware Limited Partnership,
                  WirelessCo, L.P., a Delaware Limited Partnership, and
                  SprintCom, Inc., a Kansas Corporation, as additional insured.
                  Such certificates and policies of insurance shall provide not
                  less than thirty (30) days written notice to the Owner and all
                  additional insureds of any cancellation or material reduction
                  in the insurance."

         2.       Paragraph 3.04 is changed to read as follows:

                  "3.04 GOVERNING LAW AND PERFORMANCE. 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."

         3.       Paragraph 3.06 will be changed to read as follows:

                  "3.06 TERMINATION BY OWNER. The Owner may terminate this
                  Agreement for cause. Such termination may be made only after
                  first giving the Engineer written notice giving the Engineer
                  at least ten (10) days to cure any default or breach of the
                  contract by Engineer. If Engineer fails to cure said default
                  or breach within this twenty (20) day notice, the Owner may
                  then give ten (10) days written notice prior to the effective
                  date of termination of this Agreement. Such notice shall be
                  deemed given if delivered or mailed to the last known address
                  of the Engineer. From and after the effective date specified
                  in such termination notice this Agreement shall be terminated.
                  In the event of such termination, the Owner shall immediately
                  pay Engineer compensation for services performed hereunder,
                  computed and payable as


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ADDENDUM I TO                                                        PAGE 1 OF 7
ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   9
                  set forth in Section 3, less any damages caused by the
                  termination. Cause for termination shall include, but not be
                  limited to, gross negligence in the performance of its duties
                  under this Agreement, willful or intentional breach or
                  habitual neglect of its duties under this Agreement,
                  intentional disregard of the terms and provisions of the
                  Agreement, misconduct in the performance of a duty called for
                  under the terms of this Agreement, or committing dishonest
                  acts."

         4.       Paragraph 3.07 shall be changed to read as follows:

                  3.07 TERMINATION BY THE ENGINEER. The Engineer may terminate
                  this Agreement for cause. Such termination may be made only
                  after first giving the Owner written notice giving the Owner
                  at least ten (10) days to cure any default or breach of the
                  contract by Owner. If Owner fails to cure said default or
                  breach within this twenty (20) day notice, the Engineer shall
                  then give ten (10) days written notice prior to the effective
                  date of termination of this Agreement. Such notice shall be
                  deemed given if delivered or mailed to the last known address
                  of the Owner. From and after the effective date specified in
                  such termination notice this Agreement shall be terminated. In
                  the event of such termination, the Engineer shall be entitled
                  to receive compensation for services performed hereunder,
                  computed and payable as set forth in Section 3. Cause for
                  termination shall include, but not be limited to, gross
                  negligence in the performance of its duties under this
                  Agreement, willful or intentional breach or habitual neglect
                  of its duties under this Agreement, intentional disregard of
                  the terms and provisions of the Agreement, misconduct in the
                  performance of a duty called for under the terms of this
                  Agreement, or committing dishonest acts."

         5.       Paragraph 3.10 shall have added thereto the following
                  sentence:

                  "In addition to the Texas license set forth above, David E.
                  Sharbutt possesses New Mexico license number 66655; Colorado
                  license number 15576; and Arizona license number 11828."

         6.       Paragraph 3.13(a)(4) shall have added thereto the following:

                  "In the event that the parties shall fail to mutually agree on
                  any new Rates, in that event, there shall be no change in the
                  Rates and the Time Rates and Test Equipment and Computer Usage
                  rates attached throughout the entire term of this Agreement.
                  Such failure to mutually agree on any new Rates shall not be a
                  breach nor a cause for a breach of this Agreement. Provided,
                  however, that owner shall not unreasonably withhold consent to
                  new Rates which are at or below Engineer's normal and usual
                  Rates for such services to Engineer's clients and customers."


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ADDENDUM I TO                                                        PAGE 2 OF 7
ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   10
         7.       Paragraph 3.13(b) shall have added thereto the following:

                  "Notwithstanding anything herein to the contrary or apparently
                  to the contrary, the foregoing incentive bonus shall only be
                  earned by the Engineer, if the Engineer performs its services
                  within the time frames called for as set forth in the
                  finalized version of the Business Plan for the Sprint
                  Affiliate or Sprint Management Agreement, which is the basis
                  of this Agreement. Attached hereto marked Attachment D and
                  incorporated herein by this reference as if copied herein in
                  full is a Time Line based upon that finalized version of the
                  Business Plan referred to above. The Engineer agrees that in
                  order to be entitled to any incentive bonus as set forth in
                  this provision, that the Engineer must complete all of those
                  services called for to be made and completed by the Engineer
                  within the time frames set forth in the Attachment D. If for
                  any reason there is a delay in providing the services of the
                  Engineer under this Agreement, which delay is within the
                  definition of force majeure as set forth in Paragraph 3.25, or
                  any matter over which the Engineer has no control, in that
                  event, the Engineer shall be entitled to an extension of the
                  Time Line items equal to the number of days delay caused by
                  such matters within the definition of force majeure as set
                  forth in Paragraph 3.25, or any matter over which the Engineer
                  has no control. If the Engineer does not meet the Time Line as
                  set forth in Attachment D, in that event, the Engineer shall
                  not be entitled to the incentive bonus for any or all of the
                  three (3) incentive bonuses set forth above, being the pre op
                  incentive, the year one incentive in the year two (contract)
                  incentive. If the Engineer does not provide its services
                  within the time frame for any of these incentive periods, the
                  Engineer may nonetheless be entitled to earn the incentive
                  bonus for any other incentive period, if the Engineer provides
                  its services within the time frames for any of the incentive
                  bonuses referred to above. Engineer also agrees that at the
                  time of the execution of this Agreement and at the time of any
                  change in the Time rates in this Agreement, that the Time
                  rates of this Agreement for Engineer's services, shall be at
                  or below Engineer's normal and usual rate for such services to
                  Engineer's clients and customers."

         8.       Paragraph 3.15 shall be changed by deleting in the second line
                  thereof the word thirty and (45) and substituting therefor the
                  word sixty and (60).

         9.       Paragraph 3.23 shall be changed by adding the following
                  paragraph:

                  "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 


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ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   11
                  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."

         10.      Paragraph 3.26 is hereby changed to read as follows:

                  "3.26 DISPUTES. Owner and Engineer agree to the following in
                  regard to any disputes between them arising under this
                  contract.

                           1. MEDIATION. Owner and Engineer 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, Owner and Engineer agree to arbitrate
                           any dispute arising under this contract. This
                           arbitration shall occur only after the mediation
                           process described herein.

                           2. ARBITRATION. Owner and Engineer 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 ss. 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
                           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
                           ss. 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 


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ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   12
                           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 judgment 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 ss. 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.

                                            (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
                                            arbitrator.


================================================================================
ADDENDUM I TO                                                        PAGE 5 OF 7
ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   13
                                            (iii) The hearing must be held
                                            within thirty (30) days of the date
                                            on which the third arbitrator is
                                            selected.

                                            (iv) Hearing briefs must be selected
                                            within ten (10)
                                            days of the hearing date.

                                            (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
                                            witnesses.

                                            (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
                                            seek 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


================================================================================
ADDENDUM I TO                                                        PAGE 6 OF 7
ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION


   14


                                            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.

         The foregoing Addendum is hereby agreed to this 27th day of July, 1998.


                                           OWNER

                                           ALAMOSA PCS LLC


                                           By /s/ David Sharbutt
                                              ----------------------------------
                                                  DAVID E. SHARBUTT, Chairman


                                           ENGINEER

                                           HICKS & RAGLAND ENGINEERING CO., INC.


                                           By /s/ W. D. Stull
                                              ---------------------------
                                              W. Don Stull                (Name)
                                              ---------------------------
                                              Vice President             (Title)
                                              ---------------------------


/s/ Paula Sexton
----------------------------------
Assistant Secretary


         Approved as to the Mediation and Arbitration provisions in paragraph 10
above.

                                           Crenshaw, Dupree & Milam, L.L.P.



                                           By: /s/ Jack McCutchin, Jr.
                                              ----------------------------------
                                              Jack McCutchin, Jr.
                                              Attorneys for Alamosa PCS LLC


                                              /s/ Paula Sexton
                                              ----------------------------------
                                              Paula Sexton
                                              Attorney for Hicks & Ragland 
                                              Engineering Co., Inc.


================================================================================
ADDENDUM I TO                                                        PAGE 7 OF 7
ENGINEERING SERVICE CONTRACT SYSTEM DESIGN AND CONSTRUCTION INSPECTION

   15
                   AMENDMENT TO ENGINEERING SERVICE CONTRACT 
                   SYSTEM DESIGN AND CONSTRUCTION INSPECTION 

        This Amendment, made this 1st day of September, 1999, contains certain
changes, additional or supplemental terms and provisions to the Engineering
Service Contract System Design and Construction Inspection dated July 27, 1998
and Addendum I thereto of same date ("Engineering Service Contract") by and
between ALAMOSA PCS LLC and Hicks & Ragland Engineering Co., Inc. Except for the
express modifications made in this Amendment, the Engineering Service Contract
as previously amended by Addendum I thereto continues in full force and effect.

In consideration of the mutual undertakings herein contained, the parties agree
to amend the Engineering Service Contract as follows:


1.      Pursuant to Paragraph 3.13.b of the Engineering Service Contract, the
        Guaranteed Maximum Fee is automatically amended to add additional sites.
        The Guaranteed Maximum Fee is amended upward on a per site fee. The per
        site fee is the amount of the Guaranteed Maximum Fee of the original
        scope divided by the number of sites in the original scope. The per site
        fee is $24,442 calculated using the original Guaranteed Maximum Fee of
        $5,304,000 and 217 sites as noted in Paragraph 2.01 of the Engineering
        Service Contract. The addition of sites is as follows:


MARKET ORIGINAL SITES CURRENT SITES CHANGE IN SITES Phase I Albuquerque/Santa Fe 47 67 20 El Paso/Las Cruces 43 38 (5) Laredo 13 20 7 Phase 2A Lubbock 21 26 5 Amarillo 14 21 7 Midland/Odessa 18 15 (3) Phase 2B Abilene/San Angelo 25 26 1 Prescott/Flagstaff 6 12 6 Pueblo/Grand Junction 14 14 -- Phase 3A Eagle Pass/Del Rio 3 6 3 Farmington 3 3 -- Roswell/Carlsbad 6 6 -- Gallup 4 4 -- Phase 3B I-17 -- 13 13 I-25 -- 17 17 --------------------------------------------------------------------------------------- TOTALS 217 288 71
Engineering Service Contract Amendment 1 September 1, 1999 16 Therefore, the increase in the Guaranteed Maximum Fee is $1,735,382 (71 sites at $24,442 per site). The amended Guaranteed Maximum Fee is $7,039,382. 2. The Pre-Op period is extended from December 1998 through August 1999. The Year 1 services will be from September 1999 through August 2000. The Year 2 services will be from September 2000 through August 2001. The base station deployment schedule is changed as follows: PRE-OP: Albuquerque/Santa Fe 67 sites 80% 54 net sites El Paso/Las Cruces 38 sites 100% 38 net sites Laredo 20 sites 95% 19 net sites Lubbock 26 sites 95% 24 net sites Midland/Odessa 15 sites 95% 14 net sites Amarillo 21 sites 90% 19 net sites ------------------------------------------------------------ TOTAL NET PRE-OP SITES 168 YEAR 1: Albuquerque/Santa Fe 67 sites 20% 13 net sites Laredo 20 sites 5% 1 net sites Lubbock 26 sites 5% 2 net sites Midland/Odessa 15 sites 5% 1 net sites Amarillo 21 sites 10% 2 net sites Abilene/San Angelo 26 sites 100% 26 net sites Prescott/Flagstaff 12 sites 100% 12 net sites Pueblo/Grand Junction 14 sites 100% 14 net sites Eagle Pass/Del Rio 6 sites 100% 6 net sites Farmington 3 sites 100% 3 net sites Roswell/Carlsbad 6 sites 100% 6 net sites Gallup 4 sites 100% 4 net sites ------------------------------------------------------------ TOTAL NET YEAR 1 SITES 90 YEAR 2: I-17 13 sites 100% 13 net sites I-25 17 sites 100% 17 net sites ------------------------------------------------------------ TOTAL NET YEAR 2 SITES 30
Attached are revised estimated fee schedules (H&R Form P506C) that reflect the amended number of sites and deployment schedule. 3. Pursuant to Paragraph 3.13.a.4, attached is a revised Attachment A reflecting the new time rates as of July 1, 1999 for the designated classifications. Engineering Service Contract Amendment 2 September 1, 1999 17 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. ALAMOSA PCS, LLC. -------------------------------------- Owner ATTEST: /s/ PAULA SEXTON BY /s/ DAVID SHARBUTT -------------------------------- -------------------------------------- Secretary Chairman HICKS & RAGLAND ENGINEERING CO., INC. -------------------------------------- Engineer ATTEST: /s/ EILEEN G. HILDEBRAND BY /s/ RICK OVERMAN -------------------------------- -------------------------------------- Assistant Secretary Chief Operating Officer Engineering Service Contract Amendment 3 September 1, 1999 EX-10.15 21 MASTER SITE DEVELOPMENT/LEASE AGREEMENT AS AMENDED 1 EXHIBIT 10.15 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 North, 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 substantially 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 location 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 communications 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 susceptible 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 located 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 2 location of new towers to be constructed. 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 whenever 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 each 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 that 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. Upon 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 agreements 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 zoning 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 Specialty 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 the 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 Customer 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 and 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 of 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 in 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 planned 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 services 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 3 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 refusal, 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 right 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 4 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 with 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 regulatory 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 with 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 obtain 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 5 3. Term. 3.1 Term of Agreement. 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 notice 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 completion 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 of 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 rights 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 any 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 Specialty 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 each 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 rental 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 calculated 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 every 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 6 "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 such 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 converting 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. Customer 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 portions 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 7 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 Customer 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 reimburse 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 Customer'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, employees 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 and 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 equipment 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 wireless 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 determined 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 approval of: 7.1.1 Customer's plans for Installation or alteration work; and 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 8 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 damage 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 the 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 applicable 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 tower 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 to 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 of $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. Notwithstanding 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 terms 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 9 7.2 Liens. Customer must keep the Site free from 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 must 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 such 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 bonding. 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 10 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 the 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 ("measurable 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 interference 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 installing 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 Customer 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 event 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 correct 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 this 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 11 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 period, 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 Section 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 takes 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 causing 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 interference 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 shall 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 eliminate 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 extend 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 resulting 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 this 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 Customer 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 shall 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 12 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 against 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 Independent 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 material 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' Compensation 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 permit 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 that 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 will 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 which 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 excepted. 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 13 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 termination 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 towers. 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 exist. MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 13 14 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 restoration 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 at 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 communications 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 will 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 authority. Specialty will notify MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 14 15 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 applicable 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 16 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, in 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 to require that Customer remediate any Environmental Hazards located MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 16 17 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 or 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 governing 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 Act, 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, contain 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 govern 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 stock or assets, so long as any such purchaser, sublessee, assignee or transferee has a MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 17 18 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 transferred, 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 this 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 Financing 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 authorizes 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 Agreement 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 and 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 remedies 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 connection with the preparation of this Agreement. MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 18 19 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) business 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 occupants 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 all 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 20 25. Prime Lease The parties 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 applicable 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 contradiction 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 applicable 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 the 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 right 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 Customer 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 such other third parties shall be decreed MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 20 21 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 22 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 into 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 expressed 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 23 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 24 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 25 (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 arbitrator. (iii) The hearing must be held within thirty (30) days of the date on which the third arbitrator is selected. (iv) Hearing briefs must be selected within ten (10) days of the hearing date. (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 witnesses. (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 seek ADDENDUM I TO MASTER SITE DEVELOPMENT AND LEASE AGREEMENT - PAGE 4 26 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 27 The foregoing Addendum is hereby agreed to this 20th day of August, 1998, to be effective the 27th day of July, 1998. CUSTOMER ALAMOSA PCS LLC By /s/ David Sharbutt ------------------------------------ DAVID E. SHARBUTT, Chairman SPECIALTY 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 EX-10.18 22 EMPLOYMENT AGREEMENT - JERRY BRANTLEY 1 EXHIBIT 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into this date by and between ALAMOSA PCS LLC, a Texas Limited Liability Company, having its principal executive office located at 4747 S. Loop 289, Lubbock, Texas 79424 (the "Company"), and JERRY BRANTLEY, an individual residing at San Antonio, Texas (the "Employee"). WITNESSETH: WHEREAS, the parties are entering into this Agreement to set forth and confirm their respective rights and obligations with respect to the Employee's employment by the Company. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows: 1. EMPLOYMENT; TERM; DUTIES. The Company hereby employs the Employee as Chief Operating Officer. The term of the Employee's employment, pursuant to this Agreement, will commence on October 1, 1998, (the "Commencement Date") and will continue for a period of three (3) years, or the termination of this Agreement, as described in Section 5 hereof, whichever shall occur first. The Employee hereby accepts such employment, and agrees to devote his full time and effort to the business and affairs of the Company with such duties consistent with the Employee's position as may be assigned to him from time to time by the Board of Managers of the Company. The Company may employ a Chief Executive Officer, and, if so directed by the Board of Managers, Employee shall report to and perform such duties as may be assigned by said Chief Executive Officer. 2. COMPENSATION. In consideration of all services rendered by the Employee during the term of his employment, pursuant to this Agreement, the Company will provide the Employee with the following compensation: (a) BASE SALARY. The Company will pay the Employee a base salary at the annual rate of $175,000.00, payable semi-monthly in accordance with the Company's payroll practices from time to time in effect. The Company will review the Employee's salary at least once each year and may, in its discretion, increase the Employee's salary. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to impose any obligation on the Company or any of its subsidiaries to continue to employ the Employee, or on the Employee to remain in the employ of the Company or any of its subsidiaries. (b) BONUS. In addition to the Employee's base salary, for each quarter the Employee is employed by the Company, beginning April 1, 1999, the Employee is entitled to a Quarterly Bonus of $15,000.00 for each calender quarter in which the milestones (the "Milestones") set forth in the attached EXHIBIT "A", which is incorporated by this reference as if copied at length, 1 2 are met or exceeded. This Bonus will be paid at the end of each month. If the Milestones are not met, Employee is entitled to a portion of the Quarterly Bonus, calculated based on the pro rata portion of the Milestones met. For each calender quarter in which the Exceptional Milestones as set forth in Exhibit "A" are met or exceeded, Employee is entitled to an additional $15,000.00 Quarterly Bonus. The bonuses provided for in this subsection 2(b) are referred to herein, individually and collectively, as the "Quarterly Bonus(es)." (1) In lieu of the Quarterly Bonuses, Employee shall receive a bonus of $5,000.00 per month (the "Monthly Bonus") for the first six (6) months of this Agreement. The Monthly Bonus is nonrefundable, and is not conditioned on meeting or exceeding the Milestones. (2) Any Quarterly Bonus after the first six (6) months of this Agreement to which Employee is entitled to under this subsection 2(b) must be paid in full no later than forty-five (45) days after the end of the calender quarter for which the Quarterly Bonus was earned. (c) EMPLOYEE STOCK OPTIONS. The Employee shall be granted stock options in three series; the 8% Option Series, the 15% Option Series, and the 25% Option Series. Over the term of the agreement each stock option series shall give the employee the right to purchase a 0.5% interest in the Company, up to a total of 1.5%, at the Exercise Price at any time after January 1, 2004 but before its expiration date on January 5, 2008. (1) Vesting of Options. The options shall vest over three years. The first options shall vest on the first day following the one-year anniversary of the Commencement Date. On that day, three stock options, one from each series, shall be vested giving the employee the right to purchase 0.16667% of the Company with each option. For each month of the Employee's continued employment following the one-year anniversary, an option from each series for the purchase of 0.013889% of the Company shall vest. This monthly vesting shall continue until such time as the employee has options to purchase a maximum of 1.5% of the Company, a 0.5% interest in the Company through each series. (2) Calculation of the Exercise Price. The Exercise Price for each option shall increase monthly by the Monthly compounded rate as specified for each option. The 8% Option shall have an Exercise Price that shall increase 8% annually or a Monthly compounded rate of 0.64340%. The 15% Option shall have an Exercise Price that shall increase 15% annually or a Monthly compounded rate of 1.17149%. The 25% Option shall have an Exercise Price that shall increase 25% annually or Monthly compounded rate of 1.8769%. 2 3 (i) The Exercise Price for each option shall increase each month. The Exercise Price shall be calculated each month by multiplying (i.) the Exercise Price for the previous month, times (ii.) one plus the Monthly compounded rate. For the purposes of this calculation, the starting period for the calculation of the Exercise Price for each option shall be September 30, 1998, and the initial Exercise Price shall be the product of the Committed Capital for Alamosa times the percent interest represented by the Option. Committed Capital for Alamosa is, initially, $48,500,000 as set forth in EXHIBIT "A" to the Regulations of Alamosa PC LLC which is incorporated by this reference as if copied at length. Committed Capital may increase or decrease, and the Exercise Price shall be adjusted to reflect any such increases or decreases. (3) Distributions in Excess of the Distribution of Available Cash. If during any month, the Company shall make any distributions to the Members of the Company greater than the distribution of Available Cash as required by subsection 5.2 of the Regulations of Alamosa PCS LLC, which is incorporated by this reference as if copied at length, then the Exercise Price shall be reduced. The Exercise Price shall be reduced by an amount equal to (i.) the difference between the actual distribution and the distribution of Available Cash required by the Regulations, times (ii.) the percent interest represented by the Option. (4) Expiration. All Options shall expire January 5, 2008. (5) Exercise of Options. The Employee must give the Company at least sixty (60) days notice of his desire to exercise any of his vested options. The Employee shall have two methods of exercising his options. First, the Employee may purchase for cash an interest in the Company by paying the exercise price of the options. This method may be used to purchase an interest in whole or in part. Second, the Employee may notify the Company that he wishes to exercise the options under the Cashless Exercise Provisions outlined below. (i) If the Employee wishes to exercise his options under the Cashless Exercise Provisions, he shall notify the Company in writing at least sixty (60) days prior to the desired exercise date. The Cashless exercise date may occur only at the end of the annual accounting year. Within fifteen (15) days of receiving notice, the Company shall appoint an independent appraiser who is an expert in the valuation of wireless telecommunication businesses to prepare an estimated value for the Company within forty-five (45) days after his 3 4 appointment, the Company Value. Such value shall not include any provisions for a minority or marketability discount. If the Employee does not agree with the Company appointed appraiser's valuation of the business, he may hire, at his own expense, a second independent appraiser who is an expert in the valuation of wireless telecommunication businesses to prepare a second valuation. If the second valuation is within 10% of the valuation prepared by the Company's appointed appraiser, the Company Value shall be the arithmetic mean of the two (2) valuations. If the two (2) valuations are not within 10% of each other, the Company and Employee will appoint and split the cost of hiring a third independent appraiser who is an expert in the valuation of wireless telecommunication businesses to prepare a third valuation. If two (2) of the fair market values determined by the appraisers are within 10% of one another, and the third value is not within 10% of the other fair market values, then the Company Value will be the arithmetic mean of the two (2) more closely aligned fair market values. If none of the three (3) valuations are within 10% of each other, then the Company Value will be the average of all three (3) valuations. (ii) Using the Company Value estimated above, the value of the Employee's options shall be calculated. The value of an option shall be the value of the Company, times the percent interest represented by the option, less the Exercise Price of the option, less any unpaid balance of Employee's loan as described in Paragraph 7(b). The sum of all such option values shall be the Total Option Value. (iii) In exchange for the Employee's options, the Company shall then issue an interest in the Company equal to the Total Option Value, divided by the Company Value. (6) Termination of Employment. If the Employee's employment is terminated prior to September 30, 2001, for any reason, the Company shall have the absolute right to purchase the Employee's stock options at the Total Option Value described above, at any time after October 2, 2003. 3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in all incentive, retirement, profit-sharing, life, medical, disability and other benefit plans and 4 5 programs (collectively "Benefit Plans") as are from time to time generally available to other executives of the Company with comparable responsibilities, subject to the provisions of those programs. Without limiting the generality of the foregoing, the Company will provide the Employee with basic health and medical benefits on the terms that such benefits are provided to other executives of the Company with comparable responsibilities. The Employee will also be entitled to a minimum of three (3) weeks paid vacation per year. Vacation time must be used during the year in which it accrues. Unused vacation time may not be carried over into the next employment year. Unused vacation time will not be paid to the Employee upon termination of the Employee's employment. 4. REIMBURSEMENT OF EXPENSES. (a) The Company will promptly reimburse the Employee, in accordance with the Company's policies and practices in effect from time to time, for all expenses reasonably incurred by the Employee in performance of the Employee's duties under this Agreement. (b) In addition to reimbursed expenses, Employee is entitled to $600.00 per month for a vehicle allowance plus the standard mileage rate allowed by the Internal Revenue Service, and set forth in a Revenue Procedure ("Rev. Proc.") each year. (1) In 1998, the standard mileage rate is 32.5(cent) per mile as set forth in Rev. Proc. 97-58, 1997-52 I.R.B. 24, 12/27/97. (2) Business mileage does not include commuting from Employee's residence to the Company's headquarters. (3) Employee is responsible for proper substantiation and reporting of business mileage and/or actual expenses. (4) Employee acknowledges that the payment to him of a monthly vehicle allowance plus the standard mileage rate may result in taxable income if the business portion of actual automobile expenses is less than the total amount paid to employee under this subsection, or if employee does not maintain the records required by the Internal Revenue Code and the Regulations thereunder. Employee has been advised to consult a tax advisor to determine the taxability of payments under this subsection, and the record keeping requirements associated with the travel and expenses associated with such payments. 5. TERMINATION. The Employee's employment by the Company: (a) shall terminate upon the Employee's death or disability (as defined below); (b) may be terminated by the Company without cause at any time beginning on the first day of the thirteenth (13th) month after the Commencement Date; (c) may be terminated by the Company for cause (as defined below) at any time. 5 6 (a) The term "disability" means a physical or mental impairment which renders the Employee unable to carry out the Employee's duties under this Agreement for more than ninety (90) days in any twelve-month period. (b) The term "cause" means (i) the Employee's willful and continued failure substantially to perform the Employee's duties with the Company, (ii) any material breach of this Agreement by Employee which is not cured within thirty (30) days after notice from the Company thereof, (iii) commission of any act of fraud, embezzlement or dishonesty by the Employee, (iv) any act or omission which constitutes a breach of that certain Sprint PCS Management Agreement dated July 17, 1998 ("the Sprint Agreement"); or (v) any other intentional misconduct by the Employee adversely affecting the business or affairs of the Company in a material manner. The term "intentional misconduct by the Employee adversely affecting the business or affairs of the Company" shall mean such misconduct that is detrimental to the business or the reputation of the Company as it is perceived both by the general public and the telecommunications industry. 6. CONSEQUENCES OF TERMINATION. (a) CONSEQUENCES OF TERMINATION FOR CAUSE. If the Employee's employment is terminated for cause, (i) this Agreement terminates immediately, (ii) except as may have vested or accrued or been paid or become payable prior to the date of such termination or otherwise required under applicable law, from and after such date, the Company shall be under no obligation to pay the Employee any compensation (base salary or bonus) pursuant to this Agreement, and (iii) the Employee's benefits and rights under any Benefit Plan shall be paid, retained or forfeited in accordance with the terms of such plan; provided, however, that Employer shall have no obligation to make any payments toward these benefits for Employee from and after termination. (b) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR DISABILITY. If the Employee's employment is terminated because of the Employee's death or disability, (i) this Agreement terminates immediately, (ii) the Employee or his legal representative or estate, as the case may be, will be entitled to receive any base salary due to the Employee through the last day of employment, plus any accrued but unpaid bonus, to which the Employee may have been entitled on the last day of employment, but had not yet received, and (iii) the Employee's benefits and rights under any Benefit Plan shall be paid, retained or forfeited in accordance with the terms of such plan; provided, however, that Employer shall have no obligation to make any payments toward these benefits for Employee from and after termination. (c) CONSEQUENCES OF TERMINATION FOR ANY REASON OTHER THAN FOR CAUSE OR EMPLOYEE'S DEATH OR DISABILITY. 6 7 (1) If the Employee's employment is terminated, prior to September 30, 2001, for any reason other than for cause or Employee's death or disability, (i) the Company will pay the Employee, in full satisfaction of all of its compensation (base salary and bonus) obligations under this Agreement, an amount (the "Termination Payment") equal to the sum of any base salary due to the Employee through the last day of employment, plus any accrued but unpaid bonus, to which the Employee may have been entitled on the last day of employment, but not yet received; (ii) in the event of termination without cause, the Company will pay the Employee severance pay equal to six (6) months' base salary; and (iii) the Employee's benefits and rights under any Benefit Plan, other than any basic health and medical benefit plan, shall be paid, retained or forfeited in accordance with the terms of such plan; provided, however, that Employer shall have no obligation to make any payments toward these benefits for Employee from and after termination. (2) The Termination Payment a. will be in addition to any salary and bonus otherwise paid during the fiscal year in which the Termination Event occurs; b. will be subject to offset for any advances, amounts receivable, loans (except for the loan in subsection 7(b) herein), including accrued interest, outstanding on the date of the Termination Event; and c. will not be subject to offset on account of any remuneration paid or payable to the Employee for any subsequent employment the Employee may obtain, whether during or after the period during which the Termination Payment is made, and the Employee shall have no obligation whatever to seek any subsequent employment. (3) For purposes of this Agreement, the term "Termination Event" shall mean (i) the Employee's receipt of a Non-Continuation Notice from the Company, or, (ii) termination of the Employee's employment by the Company for any reason other than for cause or the Employee's death or disability, or (iii) the Employee's submission of a Non-Continuation Notice to the Company notifying the Company of the Employee's voluntary termination of employment. a. "Non-Continuation Notice" means written notice from the Employee or the Company to the other that the Employee or 7 8 the Company does not wish to continue the Employee's employment hereunder. 7. EMPLOYEE'S OFFICE/RELOCATION. Initially, the Employee's office will be located in the Company's offices in Lubbock, Texas. In the event the Employee relocates to a location outside the San Antonio, Texas, area, the Company will (a) pay or reimburse the Employee for reasonable relocation expenses; including (i) two (2) house-hunting trips not to exceed $1,000.00 per trip, (ii) the reasonable cost to pack, transport, and unpack Employee's household goods and vehicles, (iii) real estate sales commission up to six percent (6%) real estate commission paid in connection with the sale of Employee's current residence, (iv) six (6) months' temporary housing expense, not to exceed $1,500.00 per month, and (v) $2,500.00 to cover incidental expenses related to the relocation; and (b) upon Employee's providing the Company with written notice as to Employee's intent to relocate, loan Employee $100,000.00 for a period of fifteen (15) years at the Wall Street Journal prime rate of interest then in effect. (1) The loan shall be payable in equal monthly installments of principal and interest until paid in full, said payments beginning one (1) year after the date the loan is advanced, for a loan amortization period of fourteen (14) years. (2) If Employee's employment with the Company terminates, prior to September 30, 2001, for any reason, the loan, plus any accrued interest, is due and payable within two (2) years after the date of termination. (3) The loan shall be secured by Employee's Stock Options provided in this Agreement. 8. NON-COMPETITION BY EMPLOYEE. During the term of this Agreement, the Employee shall not, directly or indirectly, either as an Employee, Employer, Consultant, Agent, Principal, Partner, Corporate Officer, Director or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatever with the business of the Company. For these purposes, the business of the Company is the PCS business, including all aspects of PCS, within the Service Area as that term is defined in the Schedule of Definitions referred to in and incorporated by reference into the Sprint Agreement. Furthermore, upon the expiration of this Agreement or the termination of this Agreement, prior to September 30, 2001, for any reason, the Employee expressly agrees not to engage or participate, directly or indirectly, either as an Employee, Employer, Consultant, Agent, Principal, Partner, Stockholder, Corporate Officer, Director or in any other individual or representative capacity, in any business located within and/or doing business within the Service Area as defined above, that is in competition with the business of the Company for a period of two (2) years. The parties agree that the Company has a legitimate interest in protecting the business and goodwill of the Company that has developed in the areas of the Company's business and in the geographical areas 8 9 of this Covenant Not To Compete as a result of the operations of the Company. The parties agree that the Company is entitled to protection of its interests in these areas. The parties further agree that the limitations as to time, geographical area, and scope of activity to be restrained do not impose a greater restraint upon Employee than is necessary to protect the goodwill or other business interest of the Company. The parties further agree that in the event of a violation of this Covenant Not To Compete, that the Company shall be entitled to the recovery of damages from Employee and/or an injunction against Employee for the breach or violation or continued breach or violation of this Covenant. This Covenant Not To Compete shall not prohibit the Employee from owning or purchasing any corporate securities that are regularly traded on a recognized stock exchange or over-the-counter market. 9. CONFIDENTIAL INFORMATION OF EMPLOYEE. During the time of the Employee's employment by the Company, the Company will provide to Employee certain information that is confidential to the Company. This confidential information will include, but not be limited to, client, customer and/or mailing lists as well as marketing information as well as information containing other contacts within the PCS and telecommunications industries. Such information may also include information that may constitute a trade secret as to the Company. This confidential information belongs to the Company and is vital to the Company's business. The disclosure of this confidential information could be harmful to the Company's business. 10. NO DISCLOSURE OF CONFIDENTIAL INFORMATION. The parties agree that the Employer has a legitimate interest in protecting this confidential information of the Company. The parties agree that the Company is entitled to protection of its interests in this confidential information. Employee agrees that Employee will not disclose to anyone or any third party any of the confidential information referred to in the preceding paragraph. Employee acknowledges that the disclosure of the above described confidential information belonging to the Company to anyone or any third party could cause monetary loss and damages to the Company. The parties further agree that in the event of a violation of this covenant against non-disclosure of confidential information, that the Company shall be entitled to a recovery of damages from Employee and/or an injunction against Employee for the breach or violation or continued breach or violation of this covenant. 11. EXCEPTIONS TO NON-DISCLOSURE AND NON-COMPETITION COVENANTS. Notwithstanding anything herein to the contrary or apparently to the contrary, the following shall not be a violation or breach of the non-disclosure of confidential information and/or the non-competition covenants contained in this Agreement. Employee may invest in an entity involved in the PCS or telecommunications industries, provided that Employee is only an investor and such investment does not in any way involve actual active control of or actual active management of the entity. The mere investment by Employee in an entity involved in the PCS or telecommunications industries, without any control and without any management of the entity, will not be a violation of the non-disclosure and non-competition covenants contained in this Agreement. While such passive role shall not be deemed to be a breach of these covenants, Employee shall not disclose any trade secrets of the Company to any third party or entity. 9 10 12. DISPUTES. The Company and Employee agree to the following in regard to any disputes between them arising under this Agreement. (a) MEDIATION. The Company and Employee agree to mediate any dispute arising under this Agreement. 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 Agreement. The parties shall attempt, in good faith, to agree to a mediator. If unable to so agree, the parties, in that event, will move to arbitration as provided in this Agreement and there will be no mediation. If this good faith mediation effort fails to resolve any dispute arising under this Agreement, the Company and Employee agree to arbitrate any dispute arising under this Agreement. This arbitration shall occur only after the mediation process described herein. (b) ARBITRATION. The Company and Employee 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 Agreement 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). (c) DEMAND FOR ARBITRATION. If a dispute should arise under this Agreement, either party may within thirty (30) days make a demand for arbitration by filing a demand in writing with the other. (d) 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 two so named. The arbitrators among themselves shall appoint a presiding arbitrator. 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. (e) 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 within the Service Area as defined herein or within the State of Texas. 10 11 (f) 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 judgment 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). (g) COSTS OF ARBITRATION. The costs and expenses of arbitration, including the fees of the arbitrators, shall be advanced by the Company, but will ultimately be borne by the losing party or in such proportions as the arbitrators shall determine. (h) CONDUCT OF ARBITRATION. Any arbitration brought under the terms of this Agreement shall be conducted in the following manner: (1) Time Limitations. The parties agree that the following time limitations shall govern the arbitration proceedings conducted under the terms of this Agreement: (a) Any demand for arbitration must be filed within thirty (30) days of the date the mediation is deemed unsuccessful, or thirty (30) days after the date of the written request for mediation, whichever is later. (b) 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 arbitrator. (c) The hearing must be held within sixty (60) days of the date on which the third arbitrator is selected. (d) Hearing briefs must be submitted no later than ten (10) days after the hearing. (e) The arbitration award must be made within thirty (30) days of the receipt of hearing briefs. (2) 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: 11 12 (a) Each party may notice no more than three (3) depositions in total, including both witnesses adherent to the adverse party and third-party witnesses. (b) 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. (c) 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. (d) 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 seek 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. (e) 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 presiding arbitrator to resolve such discovery disputes. The presiding arbitrator shall prescribe the procedure by which such disputes are resolved. Any discovery dispute may be handled by telephone conference among the parties and the presiding arbitrator. 13. SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, provided that the Employee need only be a senior executive officer with the 12 13 authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms to which the Employee would be entitled hereunder if the Company terminated the Employee's employment without Cause, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The Company may not assign this Agreement, except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company, provided such acquiror expressly assumes and agrees in writing to perform this Agreement as provided in this Section. The Employee may not assign his rights or delegate his duties or obligations under this Agreement. 14. NOTICE. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly made or given when hand delivered, one (1) business day after being transmitted by telecopier (confirmed by mail) or sent by overnight courier against receipt, or five (5) days after being mailed by registered or certified mail, postage prepaid, return receipt requested, to the party to whom such communication is given at the address set forth below, which address may be changed by notice given in accordance with this Section: If to the Company: Alamosa PCS LLC P. O. Box 65700 Lubbock, Texas 79464-5700 Attn: David E. Sharbutt, Chairman With Copy to: Jack McCutchin, Jr. Crenshaw, Dupree & Milam, L.L.P. P. O. Box 1499 Lubbock, Texas 79408-1499 If to the Employee: Jerry Brantley 14639 Snip San Antonio, Texas 78248 With Copy to: Paul T. Curl 300 Convent, Suite 2500 San Antonio, Texas 78205 15. MISCELLANEOUS. (a) SEVERABILITY. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or 13 14 unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. (b) NO ORAL MODIFICATION, WAIVER OR DISCHARGE. No provisions of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing signed by the Employee and such officer as may be designated by the Board of Managers of the Company to execute such a waiver, modification or discharge. No waiver by either party hereto at any time of any breach by the other party hereto of, or failure to be in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement or in the documents attached as Exhibits to this Agreement. (c) ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto represent the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings, express or implied, between the Employee and the Company with respect to the subject matter hereof. (d) SECTION HEADINGS FOR CONVENIENCE ONLY. The section headings herein are for the purpose of convenience only and are not intended to define or limit the contents of any section. (e) EXECUTION IN COUNTERPARTS. The parties may sign this Agreement in counterparts, all of which shall be considered one and the same instrument. (f) GOVERNING LAW AND PERFORMANCE. 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. * * * * * 14 15 DATED this 2nd day of October, 1998, to be effective October 1, 1998. COMPANY ALAMOSA PCS LLC By /s/ David E. Sharbutt -------------------------------------- DAVID E. SHARBUTT, Chairman EMPLOYEE /s/ Jerry W. Brantley ----------------------------------------- JERRY W. BRANTLEY Approved as to the mediation and arbitration provisions in Paragraph 12 above. CRENSHAW, DUPREE & MILAM, L.L.P. By /s/ Jack McCutchin, Jr. -------------------------------------- JACK McCUTCHIN, JR. Attorneys for Alamosa PCS LLC /s/ Paul T. Curl ----------------------------------------- PAUL T. CURL Attorney for Employee Attachment: Exhibit "A" - The Milestones