Item Number:   6c Exhibit A
Date ofMeeting: 10/04/2011

Draft: September 28, 2011

THIS DOCUMENT IS A DRAFT. IT HAS NOT BEEN REVIEWED
OR COMMENTED ON BY THE COUNTERPARTY. IT REMAINS
SUBJECT TO NEGOTIATION AND IS LIKELY TO CHANGE
WITHIN THE PARAMETERS ESTABLISHED BY THE PORT
COMMISSION IF THE REQUESTED ACTION IS APPROVED.

SECOND AMENDMENT TO LICENSE AGREEMENT
for
Wireless Communications Access System


THIS SECOND AMENDMENT TO LICENSE AGREEMENT (the "Second
Amendment") is made as of this
_
day of October 2011 by and between the PORT OF
SEATTLE, a Washington municipal corporation, and NEW CINGULAR WIRELESS PCS,
LLC., a Delaware limited liability company.

WHEREAS, the Port and Licensee are parties to that certain License Agreement for
Wireless Communications Access System dated January 27, 2004 (the "Agreement"); and

WHEREAS, the Agreement was previously amended by that certain First Amendment to
License Agreement dated December 16, 2009 (the "First Amendment"); and

WHEREAS, the parties now wish to further amend the Agreement by expanding the
Licensed Premises to (i) include the remote Consolidated Rental Car Facility and the C-1
Building, (ii) upgrade the WCAS to support 4G technologies, (iii) extend the term of the
Agreement, and (iv) make certain other revisions;

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

1.      Denitions. Capitalized terms that are undened in this Second Amendment shall have
the same meaning specied in the Agreement, as amended. In addition, the following terms
shall have the meaning set forth:

1.1    C-l Building. "C-l Building" shall mean that portion of the passenger terminals
at the Airport located at the base of the C Concourse, constructed by the Port after the date of the
Amendment and to which the Wireless Communications Access System does not currently
extend.

Draft: September 28, 2011

1.2   Consolidated Rental Car Facility. "Consolidated Rental Car Facility" shall mean
the remote Consolidated Rental Car Facility currently under construction by the Port and located
at the comer of International Boulevard and 160th Street South.

2.     Expansion of the Licensed Premises.

2.1   Licensed Premises. In addition to, and not in lieu of, any portion of the existing
Licensed Premises, the Licensed Premises shall specically be expanded to include: (i) the
additional Antenna Site in the Consolidated Rental Car Facility listed on Exhibit 1, (ii) the
additional Antenna Site in the C-1 Building listed on Exhibit 2, (iii) the additional Interior
Equipment Space in the Consolidated Rental Car Facility listed on Exhibit 3, (iv) the additional
Interior Equipment Space in the C-1 Building listed on Exhibit 4, (v) such other and further
Raceways the Consolidated Rental Car Facility and the C-1 Building as reasonably necessary for
Licensee's construction, installation, maintenance, operation and repair of the Wireless
Communications Access System, and (vi) the additional Cable owned by the Port identied on
Exhibit 5.

2.2   Exclusivig.  The exclusivity provided by Section 2.2 of the Agreement shall
specically extend to the expanded Licensed Premises located within the Consolidated Rental
Car Facility and the C-1 Building.

3.     Extension of the Term.

3.1   1%. Provided Licensee substantially completes the expansion and upgrade of
the Wireless Communications Access System as provided in this Second Amendment, the term
of the Agreement shall automatically be extended for a period of seven (7) years from date on
which the last of these expansions and/or upgrades is substantially complete (the "Revised
Extension Term"); provided, however, in no event will the Revised Extension Term extend
beyond July 31, 2019. The Port and Licensee shall conrm the date on which the last of these
expansions and/or upgrades is substantially complete no later than August 31, 2012.

3.2   Additional Renewal. In the event that Licensee submits to the Port a request for
renewal of the Term of the Agreement (as extended by this Second Amendment) at least twelve
(12), but not more than fteen (15), months prior to scheduled expiration of the Revised
Extension Term, the Port may, in its sole and absolute discretion, extend the Term of this
Agreement for one (1) additional ve (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 fails to 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.

Draft: September 28, 2011
4.     Revised Standards.  In addition to, and not in lieu of any requirements set forth in
Sections 7, 9 and 11 of the Agreement, Licensee shall adhere to the following additional
requirements.

4.1   General Requirements re Systems.

4.1.1  The Wireless Communications Access System and Wireless Cellular
Network shall be expanded to include the Licensed Premises within the Consolidated Rental Car
Facility and the C-1 Building so as to cover the public and non-public areas of those structures.

4.1.2  The Wireless Communications Access System and Wireless Cellular
Network shall be consistent with, and capable of supporting, 4G technologies including, but not
limited to, [INSERT SPECIFIC TECHNOLOGY REQUIREMENTS]. In addition, as wireless
technologies evolve, Licensee shall continue to upgrade and improve the Wireless
Communications Access System and Wireless Cellular Network to support such technologies.
[INSERT TRIGGER LANGUAGE FOR IMPROVEMENTS/UPGRADES]

4.1.3  In the event that the Port subsequently expands or materially modies the
passenger terminals at the Airport [INSERT OTHER CONDITIONS], Licensee shall expand the
Wireless Communications Access System and Wireless Cellular Network to cover the public and
non-public areas of any such expanded or materially modied passenger terminals. The Port
specically agrees to expand the Licensed Premises to include Antenna Site, Interior Equipment
Room and/or Raceway and Cable to accommodate such expansion and the same may be done
without formal amendment. The parties shall reasonably cooperate with one another to permit
any such expansion to be accomplished as efciently as reasonably possible.

4.1.4  Any wireless access points installed at any Antenna Site and any Cable
installed as part of the Wireless Communications Access System in the C-1 Building and any
future expansion required under Section 4.1.3 of this Second Amendment shall be capable of
receiving and transmitting IEEE 802.11b and 802.11g compliant wireless data in a manner
consistent with, and shall otherwise be treated as an extension of, the other Shared Assets that are
currently in use in support the Port's Wireless Data System. Licensee shall not otherwise be
required to make any improvements to support the Wireless Data System.

4.2   Expansion Requirements. Licensee shall generally construct the expansion of the
Wireless Communications Access System and Wireless Cellular Network in the Consolidated
Rental Car Facility and C-1 Building in a manner consistent with Article 9 of the Agreement;
provided, however:

4.2.1  Licensee's design for the expansion shall conform to the preliminary
design provided by Licensee as part of the negotiations of this Second Amendment.

4.2.2  With regard the construction of the expansion, Lessee shall develop and
follow a Construction Schedule that will ensure:

3

Draft: September 28, 201]

4.2.2.1 Completion of the expansion of the Wireless Communications
Access System and Wireless Cellular Network in the Consolidated Rental Car Facility no later
than February 13, 2011, specically including testing and optimization; and

4.2.2.2 Completion of the expansion of the Wireless Communications
Access System and Wireless Cellular Network in the C-1 Building no later than July 31, 2012,
specically including testing and optimization;

4.2.3  Notwithstanding Section 9.3 of the Agreement, Licensee shall have no
obligation to provide a Completion Bond with respect to any portion of the work contemplated
by this Second Amendment.

4.2.4  Licensee shall specically submit the information required by Section 9.5
with respect to the expansion as otherwise required by that Section.

4.2.5  While this Second Amendment and the extension of the term granted
hereby are expressly conditioned on Licensee's strict compliance with the time limits for
expansion and upgrade of the Wireless Communications Access System and Wireless Cellular
Network, Licensee shall not otherwise be subject to liquidated damages for the failure to comply
with the deadlines in this Second Amendment.  AND 

4.2.6  The expansion to the Consolidated Rental Car Facility and C-1 Building
will encompass only WCN Assets and/or Shared Assets. As a result, Licensee shall retain
ownership of all improvements made as part of the expansion in either location as provided
under Section 9.8 of the Agreement.

4.3   Upgrade  Requirements.  Licensee  shall  generally  upgrade  the  Wireless
Communications Access System and Wireless Cellular Network in a manner consistent with
Article 11 of the Agreement; provided, however: Licensee shall complete the upgrade of the
Wireless Communications Access System and Wireless Cellular Network no later than July 31,
2012, specically including optimization and testing.

5.     Title to WCN Assets and Shared Assets. For the Revised Extension Term, title to the
WCN Assets and Shared Assets (specically including those installed as part of the expansion
and/or upgrade) 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 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-specic permits and/or
licenses necessary for the operation of the Wireless Communications Access System.

Draft: September 28, 2011
6.     Other Terms Unaffected. Except as expressly set forth in this Second 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 rst
above written.

PORT OF SEATTLE              NEW CINGULAR WIRELESS PCS, LLC
SERVICES, INC.

By:                             By:
Its:                                             Its:

Draft: September 28, 2011
ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNTY OF KING )

On this     day of October, 20] 1 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 afxed my ofcial seal the day and
year rst 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 October, 2011, before me personally appeared                     to me
,
known to be the                           of                         the         that
,      corporation
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 ofcial seal the day and year rst above
written.

(Signature)

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

Draft: September 28, 2011
EXHIBIT 1

Antenna Site in Consolidated Rental Car Facility
-

Draft: September 28, 2011
EXHIBIT 2

Antenna Site in C-l Building 

Draft: September 28, 2011
EXHIBIT 3

Interior Equipment Space in Consolidated Rental Car Facility


Draft: September 28, 2011
EXHIBIT 4

Interior Equipment Space in 01 Building
-























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Draft: September 28, 2011
EXHIBIT 5

Additional Port Cable
























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