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New Cingular Wireless PCS LLC Second Amendment to Building Lease Agreement (2009) • soSECOND AMENDMENT TO BUILDING LEASE AGREEMENT This SECOND AMENDMENT TO BUILDING LEASE AGREEMENT("Amendment") is made this 16th day of June, 2009, by and between the City of Rancho Palos Verdes ("Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Lessee"), formerly known as LA Cellular and AT&T Wireless. RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California(the "Property"); and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement dated as of November 15, 1988, as amended by that certain First Amendment to Lease Agreement dated June 3, 2008 (collectively, the "Lease"), whereby Lessor leases to Lessee space on the Property for a 280 square foot free-standing building (the "Building"), antenna tower space at the northwest corner of the Lessor's two-story building, and utility connections between Lessee's equipment and antennas for the construction, operation, and maintenance of a communications facility, all as more particularly set forth therein; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) further extend the term thereof, (ii) provide for the automatic extension of the Lease term and (iii) modify certain other provisions of the Lease, all as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defined Terms. Any capitalized terms used in this Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Term. Lessor and Lessee acknowledge and agree that the Lease's current extension term will expire on June 30, 2009 (the "Current Extension Term"). Upon the expiration of the Current Extension Term, the Lease shall automatically be extended for one (1) additional extension term of five (5) years (the "Additional Extension Term") upon the same terms and conditions as amended herein. The Lessor may terminate the Lease by giving written notice thereof to Lessee at least ninety (90) days prior to July 1, 2010 or any July 1st thereafter during the Additional Extension Term. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: Lessee: New Cingular Wireless PCS, LLC dba AT&T Mobile Attn: Network Real Estate Administration Re: Cell Site#: LAC 124; Cell Site Name: Ranch PV(CA) Fixed Asset No.: 10085903 12555 New Cingular Way, Suite 1300 Alpharetta, GA 30004 With a required copy of the notice sent to the addresses above to AT&T Legal at: If sent via certified or registered mail: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC 124; Cell Site Name: Ranch PV(CA) Fixed Asset No.:10085903 P.O. Box 97061 Redmond, WA 98073-9761 Or If sent via nationally recognized overnight courier: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC 124; Cell Site Name: Ranch PV (CA) Fixed Asset No.:10085903 16331 NE 72nd Way Redmond, WA 98052-7827 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and(b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 111/ 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF,the parties hereto have entered into this Amendment as of the latter date written below. LESSOR: City of Rancho Palos Verdes APPROVED TO CONTEN • ATTEST: By: tliA44 BY: _g41/4--5ZRAZgA Larry lark, M ayor Carla Morreale, City Clerk Date: - Date: 6-u 07 APPROVED AS TO FORM: By: Carol W. Lynch, ty Attorney Date: LESSEE: New Lingular Wireless PCS, LLC,a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: 444 Name: ;90, --- Title: 17x;44 .�Si j?T� .s-"Zcicr/ei1/ Date: 4-7--a3---09 4111 TENANT ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) COUNTY OF XS /471,ties ) On 2 3) 2047 before me, i),'n e , the under igneQ, a Notary Public in and for said State,personally appeared 14 ark— 12.i ve r k who proved to me on the basis of satisfactory evidence to be the person whose namekar subscribed to the within instrument and acknowledged to me that he/slacftlyey executed the same in his/lprlthort authorized capacity(iesj and that by his/lyorfthei'r signature(,'on the instrument the person;or the entity upon behalf of which the person(Wacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. '/r r ' OommisMss MqM? Signature ,.� � ^� &imp Casty Name /1 'n1 t.` P1'+'1 ecC� (typed or printed) (Seal) LANDLORD ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) COUNTY OF ) On before me, , the undersigned, a Notary Public in and for said State,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Name (typed or printed) (Seal) 5 2007 Amendment Form