Item Number:   60 Exhibit B]
Date of Meeting: 10/04/2011



FIRST AMENDMENT TO LICENSE AGREEMENT
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for
Wireless Communications Access System


THIS FIRST AlVIENDMENTTO 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, andNEW CINGULARWIRELESS PCS, LLC, a Delaware limited liability
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company, and predecessor-in-interest to AT&T Wireless Services, Inc.

WHEREAS, AT&T Wireless Sen/ices, Inc, now known asNew Cingular Wireless Services,
.
Inc., assigned its interests in that certain License Agreement for Wireless Communications Access           i
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System dated January 27, 2004 (the f'Agreement") to its afliate New Cingular Wireless
Headquarters, Inc., which in turn merged into New Cingular Wireless PCS, LLC. All references in
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this Amendment and the Agreement to "Licensee" shall be deemed to be references to New Cingular           3
Wireless PCS, LLC.
.
WHEREAS, the Port ofSeattle andNEWCINGULAR WIRELESS PCS, LLC are parties to
the Agreement and wish to extend the term of the Agreement and, for the extension tenn, make
ceitain other revisions to the Agreement;

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

1.     Denitions. Capitalized terms that are undened in this Amendment shall have the same
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meaning specied in the Agreement.
2.     Extension of the Tenn.

2.1   Term. The Term ofthis Agreement is hereby extended for a period ofve (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'f).

2.2   Additional Renewal. In the event that Licensee submits to the Port a request for
- renewal ofthe Term of this Agreement at least twelve (12), but not more than fteen (15), months
prior to scheduled expiration ofthe Extension Term, the Port may, in its sole and absolute discretion,            i
_
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 ofthat election not more

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than sixty (60) days following the receipt of Licensee's request for renewal. If the P01t 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.

3.     Increase in License Fee.

3.1   Revised Denition of License Fee.  For the Extension Term, the denition of
"License Fee" shall mean and refer to the following monthly amounts:

Number of Carriers Operating on the 
Wireless Communications Access S stem               Amount
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For three carriers i.e. Licensee + 2 other carriers
For four carriers (i.e. Licensee +-3 other carriers                     $33,333.33
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For ve carriers i.e. Licensee + 4 other carriers) 
If thefth carrier is signed ninety (90) days or less
$40,000.00
after the approval of this Amendment by the Port
Commission, and rst operates on the WCAS before 
the 7/1/2010, and continues to operate thereafter for
not less than three (3) months.
If thefifth carrier is signed more than ninety (90) days.
$41,666.66
after the'approval of this Amendment by the Port
Commission or does not rst operate on the WCAS
before 7/1/2010 or does not operate thereafter for three

For sixth carrier and each additional carrier thereafter,
If theh 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 rst. operated on the WCAS before
7/1/2010 and operated thereafter for not less than three
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(3) months.
If thefth carrier was signed more than ninety (90)      Add'l $8,333.33/ca1'rier
days after the approval of this Amendment by the Port 
Commission or did not rst operate on the WCAS
before 7/1/2010 or did not operate thereafter for three
(3 months
For purposes ofthis 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 pulposes ofthis 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,
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 forth1n Section 3.1 shall be fixed for
calendal
year 2010 In each subsequent yea1 du1ing the term of this Agieement, the monthly
License Fee amounts shall be adjusted to Ieect any annual growthin the numbel of Enplaned
Passengers at the airport. To accomplish this, the monthly License Fee amounts for calendar years
201 1 through 2014 shall be adjusted by the percentage change in the number ofEnplaned 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 Tenn. The monthly Licensee fee payments for Janualy, 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 reect the Enplaned Passenger adjustment to the License Fee for
each of the rst 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 rst ill calendar month after that carrier ceases operations on the Wireless
Communications Access System.

3.4   Contract Rent. Given that the value ofthe 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 ofWCAS 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 1emain with, and belong solely to, the Licensee Upon expiration
or ea1lICl tennination Of this Agreement (and subject to ARTICLE 24 of the Aglcement), title to
the WCN Assets (othei than the Retained Assets) and Shared Assets then situated on the
Prope1ty shall, subject to the Genelal 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 Sitespecic
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 rst
above written.

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

By:                             By:
Its:                      '
.     Itsz'

ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
'
COUNTY OF KJNG      ,)

On this     day ofDecember, 2009 before me personain appeared                      to me
known to be the '   ofthe PORT OF SEATTLE, the municipal corporation that
executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntaly act and
deed of said corporation, for the uses and proposes therein mentioned, and 011 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 dayand 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 ofDecember, 2009, before me personally appeared                      to me
,
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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 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: