Site Name:  City of Lawrence, Kansas – Stratford Water Tower

FIRST AMENDMENT TO AGREEMENT TO LEASE OF

CITY OF LAWRENCE, KANSAS PROPERTY

THIS FIRST AMENDMENT TO AGREEMENT TO LEASE OF CITY OF LAWRENCE, KANSAS PROPERTY (“Amendment”) is made this ___ day of ________, 2006 (“Amendment Effective Date”), by and between the City of Lawrence, Kansas, a Municipal Corporation (“City”), and T-Mobile Central LLC, a Delaware limited liability company, as successor in interest to VoiceStream Kansas City, Inc., f/k/a APT Kansas City, Inc. (“Tenant”).

WITNESSETH:

WHEREAS, City and Tenant are parties to an Agreement for the Lease of City of Lawrence, Kansas Property dated June 13, 1997 (collectively, the “Agreement”), the terms of which are incorporated herein by reference, whereby Tenant leases from City certain space on the Property located at 1815 Stratford Road, Lawrence, Kansas, and commonly known as the Stratford Water Tower, which is more particularly described in the Agreement, upon which Tenant owns, operates and maintains a telecommunications facility; and

WHEREAS, the parties agree to modify certain terms and conditions of the Agreement as provided herein.

NOW THEREFORE, for and in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the undersigned, agreeing to be legally bound, covenant and agree as follows:

1. Amended Agreement Terms.  Incorporated herein are certain supplemental Agreement terms which are more fully set forth in the Rider(s) A and B attached to and forming a part of this Amendment. Except as may be expressly modified by Rider(s), the terms and conditions contained in the Agreement shall remain unchanged and shall be deemed to continue in full force and effect for so long as the Agreement is in effect.

2. Capitalized Terms.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

3.             Control.  If there is any inconsistency between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

4.             Counterparts.  This Amendment may be executed in two or more counterparts, all of which shall be considered as one document.

5.             Authority.  The individual or individuals that execute this Amendment represent and warrant that  he/she/they have full authority to do so.

IN WITNESS WHEREOF, the undersigned have executed this Amendment the day and year first above written.

CITY:                                                                                                      TENANT:

City of Lawrence, Kansas                                                                   T-Mobile Central LLC,

a Municipal corporation                                                                     a Delaware limited liability company

Signed:___________________________________                 Signed:______________________________

David L. Corliss                                                                                                    Joe Heikes

Interim City Manager                                                                                          Director, Engineering and Operations

Rider(s) Attached:  A and B                               

RIDER A:  DESCRIPTION OF ADDITIONAL EQUIPMENT

                Paragraph 3 of the Agreement is modified by including the following additional equipment as part of Tenant’s permitted equipment installed on the leased portion of the Property:

Installation of a generator and automatic transfer switch set on a concrete pad conforming to the specifications of the attached drawing. 

RIDER B:  INCREASE IN RENT

Effective as the Amendment Effective Date, the Rent shall increase to $1,408.00 per month, and that Rent amount will remain in effect for the remainder of the first Option Period.  Upon the commencement of the second Option Period, the Rent will increase to $1,619.20 per month.