Item 6g Attach a

Item No.       6g_Attach_A 
Date of Meeting December 15, 2009 
ATTACHMENT A 
FIRST AMENDMENT TO LICENSE AGREEMENT 
for 
Wireless Communications Access System 

THIS FIRST AMENDMENT TO LICENSE AGREEMENT (the "Amendment") is made as
of this 16th day of December 2009 by and between the PORT OF SEATTLE, a Washington
municipal corporation, and NEW CINGULAR WIRELESS PCS, LLC., a Delaware limited liability
company, and predecessor-in-interest to AT&T Wireless Services, Inc. 
WHEREAS, AT&T Wireless Services, Inc, now known as New Cingular Wireless Services,
Inc., assigned its interests in that certain License Agreement for Wireless Communications Access
System dated January 27, 2004 (the "Agreement") to its affiliate New Cingular Wireless
Headquarters, Inc., which in turn merged into New Cingular Wireless PCS, LLC. All references in
this Amendment and the Agreement to "Licensee" shall be deemed to be references to New Cingular
Wireless PCS, LLC. 
WHEREAS, the Port of Seattle and NEW CINGULAR WIRELESS PCS, LLC are parties to
the Agreement and wish to extend the term of the Agreement and, for the extension term, make
certain other revisions to the Agreement; 
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties agree as follows: 
1.     Definitions. Capitalized terms that are undefined in this Amendment shall have the same
meaning specified in the Agreement. 
2.     Extension of the Term. 
2.1    Term. The Term of this Agreement is hereby extended for a period of five (5) years.
Unless sooner revoked, terminated or extended to a later date under any other term or provision of
the Agreement or this Amendment, the extension term shall commence on January 1, 2010 and
terminate on December 31, 2014 (the "Extension Term"). 
2.2    Additional Renewal. In the event that Licensee submits to the Port a request for
renewal of the Term of this Agreement at least twelve (12), but not more than fifteen (15), months
prior to scheduled expiration of the Extension Term, the Port may, in its sole and absolute discretion,
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extend the Term of this Agreement for one (1) additional five (5)-year term. If the Port elects to
exercise this option to extend the Term, the Port shall deliver written notice of that election not more
than sixty (60) days following the receipt of Licensee's request for renewal. If the Port failsto
deliver the written notice of its election within the period set forth, the Port shall automatically be
deemed to have elected not to extend the Term of this Agreement. 
3.     Increase in License Fee.
3.1    Revised Definition of License Fee. For the Exte nsion Term, the definition of
"License Fee" shall mean and refer to the following monthly amounts: 
Number of Carriers Operating on the              Monthly License Fee
Wireless Communications Access System               Amount 
For up to two carriers (i.e. Licensee + 1 other carrier)                  $16,666.66 
For three carriers (i.e. Licensee + 2 other carriers)                     $25,000.00 
For four carriers (i.e. Licensee + 3 other carriers)                     $33,333.33 
For five carriers (i.e. Licensee + 4 other carriers) 
If the fifth carrier is signed ninety (90) days or less           $40,000.00 
after the approval of this Amendment by the Port
Commission, and first operates on the WCAS before
the 7/1/2010, and continues to operate thereafter for
not less than three (3) months. 
If the fifth carrier is signed more than ninety (90) days        $41,666.66 
after the approval of this Amendment by the Port
Commission or does not first operate on the WCAS
before 7/1/2010 or does not operate thereafter for three
(3) months 
For sixth carrier and each additional carrier thereafter, 
If the fifth carrier was signed ninety (90) days or less     Add'l $8,000.00/carrier 
after the approval of this Amendment by the Port
Commission and first operated on the WCAS before
7/1/2010 and operated thereafter for not less than three
(3) months. 
If the fifth carrier was signed more than ninety (90)      Add'l $8,333.33/carrier 
days after the approval of this Amendment by the Port
Commission or did not first operate on the WCAS
before 7/1/2010 or did not operate thereafter for three
(3) months 
For purposes of this Section, the phrase "carrier operating on the Wireless Communications Access
System" shall mean a carrier that has access to the WCAS and the ability to broadcast its signal over
the WCAS and shall include Licensee. For purposes of this Section, "signed" shall mean that both
Licensee and the carrier operating on the Wireless Communications Access System have executed a
written agreement for the carrier's access to, and ability to broadcast its signal over, the WCAS,
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whether or not the carrier has, in fact, begun operating on the Wireless Communications Access
System.
3.2    Adjustment to License Fee. 
3.2.1  The monthly License Fee amounts set forth in Section 3.1 shall be fixed for
calendar year 2010. In each subsequent year during the term of this Agreement, the monthly License
Fee amounts shall be adjusted to reflect any annual growth in the number of Enplaned Passengers at
the airport. To accomplish this, the monthly License Fee amounts for calendar years 2011 through
2014 shall be adjusted by the percentage change in the number of Enplaned Passengers for the most
recent calendar year prior to the adjustment, provided, however in no event will the monthly License
Fee amounts be adjusted downward as a result of a change in the number of Enplaned Passengers
and in no event will the increase in the monthly License Fee amounts for any Agreement Year
(relative to the prior Agreement Year) exceed three percent (3%).
3.2.2  In order to make the adjustments described above in 3.2 above, Port shall
provide Licensee with the Enplaned Passenger calculations for the prior year on or before March 1 of
each calendar year during the Term. The monthly Licensee fee payments for January, February and
March shall be in the amounts payable during the prior year. The License Fee payments for April
and ensuring months shall be adjusted as noted above; in addition, the April payment shall include a
lump sum payment to reflect the Enplaned Passenger adjustment to the License Fee for each of the
first three months of that year.
3.3    Decrease in Carriers. In the event that a carrier ceases operations on the Wireless
Communications Access System, then the Licensee Fee payable under this Agreement shall be
adjusted to the applicable level as set out in Section 3.1 above (as adjusted under Paragraph 3.2)
beginning with the first full calendar month after that carrier ceases operations on the Wireless
Communications Access System. 
3.4    Contract Rent. Given that the value of the WDS Assets was fully amortized over the
original Term of the Agreement, the Port and Licensee agree that the License Fee paid to the Port
shall be the contract rent for the Premises over the Extension Term. 
4.     Right of Termination for Interference. Notwithstanding Section 6.4.3 of the Agreement,
in the event that neither the Port nor the FCC are able to resolve any interference as provided in
Section 6.4.3 of the Agreement, Licensee shall still have the right to terminate the License as
provided in Section 6.4.3, but the Port shall not, in the event of such termination, be required to
pay the Net Book Value of WCAS during the Extension Term. 
5.     Title to WCN Assets and Shared Assets. For the Extension Term, title to the WCN
Assets and Shared Assets shall remain with, and belong solely to, the Licensee. Upon expiration
or earlier termination of this Agreement (and subject to ARTICLE 24 of the Agreement), title to
the WCN Assets (other than the Retained Assets) and Shared Assets then situated on the

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Property shall, subject to the General Warranties and, if applicable, the Post-Acceptance
Warranties, pass automatically to the Port, without payment therefore, and Licensee shall have no
further rights therein. In addition, Licensee shall, upon expiration or earlier termination of this
Agreement, transfer and assign to the Port, without payment therefore, any site-specific permits
and/or licenses necessary for the operation of the Wireless Communications Access System. 
6.     Other Terms Unaffected. Except as expressly set forth in this Amendment, all other
provisions of the Agreement shall remain in full force and effect. 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written. 
PORT OF SEATTLE                NEW CINGULAR WIRELESS PCS, LLC
SERVICES, INC. 

By:                                By: 
Its:                                            Its: 










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ACKNOWLEDGMENTS 
STATE OF WASHINGTON ) 
) ss 
COUNTY OF KING    ) 
On this _____ day of December, 2009 before me personally appeared __________________________, to me
known to be the _________________________________ of the PORT OF SEATTLE, the municipal corporation that
executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and
deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized to
execute said instrument. 
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written. 

(Signature) 
(Print Name) 
Notary Public, in and for the State of Washington, 
residing at 
My Commission expires: 

STATE OF WASHINGTON ) 
) ss 
COUNTY OF KING    ) 
On this _____ day of December, 2009, before me personally appeared _________________________, to me
known to be the ______________________________ of ___________________________, the corporation that
executed the within and foregoing instrument as Licensee, and acknowledged said instrument to be the free and voluntary
act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was authorized
to execute said instrument. 
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above
written. 

(Signature) 
(Print Name) 
Notary Public, in and for the State of Washington, 
residing at 
My Commission expires: 


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