Amendment to Lease & Sublease



 Exhibit 10.7 
 AMENDMENT TO LEASE AND SUBLEASE 
 This AMENDMENT TO LEASE AND SUBLEASE (the
“Amendment”) made and entered into as of this 30th day of September, 2008 (the “Amendment Date”), is entered into by and between SPECTRASITE, LLC, a Delaware limited liability company, f/k/a
SpectraSite Holdings, Inc., a Delaware corporation (“TowerCo Parent”), AMERICAN TOWER ASSET SUB II, LLC, a Delaware limited liability company, successor in interest to Southern Towers, Inc., a Delaware corporation
(“TowerCo”), SBC WIRELESS, LLC, a Delaware limited liability company (“Wireless Guarantor”), and SBC TOWER HOLDINGS LLC, a Delaware limited liability company, for itself and as Agent for
the SBC Group Members (“SBC”). 
 RECITALS 
  

	A.	On December 14, 2000, TowerCo and SBC entered into that certain Lease and Sublease, as previously amended by numerous letter agreements (as amended, the
“Sublease”). 

  

	B.	The parties desire to further modify certain terms contained in the Sublease pertaining to SBC’s Withdrawal Right and the SBC Leaseback Charge. 

  

	C.	This Amendment, the Second Amendment to SLMA, the First Amendment to MLA and the Dobson Settlement (each as defined in paragraph 6(b) hereof) are being entered into as the result of
discussions between TowerCo and SBC and each party’s affiliates to resolve issues which have arisen between the respective parties. 

 NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00) in hand paid and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
to and confirm the following: 
 1.     Withdrawal. 
 Except with respect to the Sites listed on Exhibit A to this Amendment (the Sites listed on Exhibit A are hereby defined as
“Withdrawal Eligible Sites”), the first sentence of Section 9(a) of the Sublease is hereby deleted in its entirety and replaced with the following: 
 “Notwithstanding anything to the contrary contained herein, SBC will have the Withdrawal Right
for the benefit of itself and any SBC Affiliate, exercisable in respect of any Site on the date that is the last day of the 215th month following
the applicable Site Commencement Date and on each five year anniversary of such date thereafter.” 
 With respect to the Withdrawal Eligible Sites, withdrawals completed on or after the 215th month following the
applicable Site Commencement Date shall be subject to the provisions of the Sublease and will not require a Withdrawal Right Replacement Site as defined below. 
 With respect to the Withdrawal Eligible Sites, withdrawals completed before the 215th month are subject to the following: 
 (i) As of the Withdrawal Date, the SBC Leaseback Charge payable for each Withdrawal
Eligible Site shall be deemed to equal [    ]*, which amount shall increase by [    ]* on January 1, 2012 and each January 1st
thereafter, compounded annually. 
 *Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission (the
“Commission”). 







 (ii) The SBC Leaseback Charge under section (i) above shall continue to be due and
payable monthly until the later of (i) the commencement of the designated Withdrawal Right Replacement Site or (ii) the date SBC submits an Equipment Notice under the DSEA. Provided that if SBC does not submit an Equipment Notice under the
DSEA, the SBC Leaseback Charge under section (i) above shall continue to be due and payable monthly until the later of (i) the commencement of the designated Withdrawal Right Replacement Site or (ii) the date SBC provides notice of
the removal of its Communications Equipment from the Site, at SBC’s sole cost, including the cost to repair any damage caused during such removal. 
 (iii) As used herein a “Withdrawal Right Replacement Site”
means a Schedule Tower Space License for New Sites (w) executed by the Licensee (as defined in the MLA) and which commences on or after November 30, 2010, (x) subject to the terms of the MLA, (y) providing for a Commencement Date
occurring on or after the Withdrawal Date of the Withdrawal Eligible Site and (z) having an initial monthly License Fee greater than or equal to [    ]*, which amount shall increase by [    ]* on January 1, 2012 and each
January 1st thereafter, compounded annually (such License Fee to be determined in accordance with the terms of the MLA, and subsequent to the
commencement of such Schedule shall escalate in accordance with the terms of the MLA). SBC shall designate such Withdrawal Right Replacement Site in substantial conformity to Exhibit B. Each Schedule commencing after the Withdrawal
Date of a Site which meets the foregoing requirements of a Withdrawal Right Replacement Site is eligible for designation. 
 (iv) As used herein, the “DSEA” means that certain Decommissioning Sites Equipment Agreement dated September 14, 2006, by and between American Towers, Inc., and Cingular Wireless LLC. The DSEA is hereby
incorporated by reference, provided that for the purposes hereof all references in the DSEA to “Licensor” shall be deemed to refer to TowerCo, and all references to “Licensee” shall be deemed to refer to SBC. SBC and TowerCo
acknowledge and agree that as of the Amendment Date the term of the DSEA has expired, and further that for the purpose of this Amendment only the terms of the DSEA shall be in full force and effect as though the DSEA has not expired and as though
each Withdrawal Eligible Site were a DSA (as defined in the DSEA). SBC hereby acknowledges that, in addition to the other terms and conditions contained in the DSEA, the terms contained in paragraph 2(c) requiring the payment of the Equipment Fee
(as defined therein) shall apply hereunder. 
 (v) Notwithstanding anything to the contrary herein or in the SLMA, if the
Licensee (as defined in the SLMA) has not yet satisfied the Minimum Commitment as of the applicable Withdrawal Date then upon the election to treat a qualifying Schedule as a Withdrawal Right Replacement Site, such Schedule shall no longer be
eligible to count towards Licensee’s satisfaction of the Minimum Commitment. 
 With respect to SBC’s exercise of its Withdrawal
Right, both parties acknowledge that SBC has provided the required notices, as required under the Sublease, for the Withdrawal Eligible Sites. 
 2.     SBC Leaseback Charge. 
 Notwithstanding anything to the contrary contained in Section 10(b) of the Sublease, except as otherwise provided under Section 10(f) of the Sublease (as amended by this Amendment), from and after the Amendment Date through and
including the 154th month after the applicable Site Commencement Date, the SBC Leaseback payable to TowerCo with respect to each Site shall increase
on each anniversary of the Effective Date (as such term is defined in the Sublease) by an amount equal to [    ]* of the SBC
Leaseback Charge in effect for such Site immediately preceding such anniversary. 
 *Confidential Treatment Requested. Omitted portions filed with the
Commission. 
  

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 Section 10(f) of the Sublease is hereby deleted in its entirety and replaced with the following:

 “Notwithstanding anything to the contrary contained herein, effective as of the
date that is the first day of the month following the 155th month after the applicable Site Commencement Date, the then current SBC Leaseback Charge
payable to TowerCo with respect to each Site shall automatically be modified to be the SBC Leaseback Charge in effect as of the last day of the 155th month after the applicable Site Commencement Date reduced by [    ]*. 
 Subsequent to the foregoing modification, the SBC Leaseback Charge will no longer escalate pursuant
to Section 10(b), but shall automatically increase on each anniversary of the Effective Date (as such term is defined in the Sublease) by an amount equal to [    ]*
 of the SBC Leaseback Charge in effect for such Site immediately preceding such anniversary.” 
 3.     Ratification / Counterparts. Except as amended hereby, the Sublease remains in full force and effect and unchanged. As amended hereby, the Sublease is hereby ratified and confirmed by the parties
hereto. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one instrument. 
 4.     Authority. Each party hereto represents and warrants to the other that all necessary authorizations required for the execution and performance of this Amendment
have been given and that the undersigned officer of a party is duly authorized to execute this Amendment and bind the party for which it signs. 
 5.     Defined Terms. Any capitalized terms used herein but not defined herein shall have the meaning assigned to such term under the Sublease. 
 6.     Independence of Agreements; Condition Precedent; Board Approval Contingency. 
 (a) TowerCo and SBC acknowledge and agree that this Amendment, the Second Amendment to SLMA, First Amendment to MLA and the Dobson Settlement are each
being entered into by TowerCo, SBC or each party’s respective affiliates as a resolution of discussions between such parties. The foregoing notwithstanding, TowerCo and SBC acknowledge and agree that each party’s performance under each of
this Amendment, the Second Amendment to SLMA, the First Amendment to MLA and the Dobson Settlement is independent of such parties performance under any of the foregoing and that nonperformance by one party under any of the foregoing does not excuse
the performance of the other party under any of the other agreements. 
 (b) This Amendment and the parties’ rights and obligations
hereunder are contingent upon the delivery to TowerCo and SBC of fully executed original counterparts of the following documents to be executed contemporaneously with this Amendment: (i) the Second Amendment to the Site License Modification
Agreement between American Towers, Inc. and Cingular Wireless, LLC dated October 31, 2005 (“Second Amendment to SLMA”) (ii) the First Amendment to the Master Tower Space License Agreement between American Towers,
Inc. and Cingular Wireless, LLC dated October 31, 2005 (“First Amendment to MLA”), and (iii) the Settlement Agreement between American Tower, L.P. and Dobson Cellular Systems, Inc. (“Dobson
Settlement”). 
 (c) In addition to the foregoing contingency, this Amendment and the parties’ rights and obligations
hereunder are contingent upon the approval of the transaction contemplated herein by TowerCo’s Board of Directors and SBC’s Board of Directors, if required pursuant to each company’s internal policies and procedures (the
“Board Approval”). If such approval is required and TowerCo and/or SBC, as applicable, has not obtained the respective Board Approval by October 31, 2008, this Amendment shall automatically be null and void ab
initio and be of no further force and effect. If such 
 *Confidential Treatment Requested. Omitted portions filed with the Commission. 

  

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approval is required, TowerCo and/or SBC shall each notify the other party in writing that it has obtained such Board Approvals promptly after same are
obtained. If such approval is not required, TowerCo and/or SBC shall each notify the other party in writing that it has made such determination by or before October 31, 2008. 
 7.     Confidentiality. TowerCo and SBC hereby agree that the terms and conditions of this Amendment are confidential, and such terms and conditions shall not be disclosed by
either party hereto without the prior written consent of the other party, provided however, that the restrictions contained herein shall not apply to the extent such disclosure may otherwise be required by law. In the event that disclosure is
required by law, the party so required to disclose shall immediately (and prior to disclosure) notify the other party that based on legal advice received by such party from its counsel, such disclosure is required, and the parties agree to act
reasonably and cooperate in good faith with each other to make such required disclosure on a mutually agreeable basis. 
 [SIGNATURE PAGE
FOLLOWS] 
 *Confidential Treatment Requested. Omitted portions filed with the Commission. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date aforesaid.

 TowerCo / TowerCo Parent: 
  

							
	AMERICAN TOWER ASSET SUB II, LLC,
 a Delaware limited liability company, successor
in interest to Southern Towers, Inc.
	  	SPECTRASITE, LLC,
 a Delaware limited liability company, f/k/a
 SpectraSite Holdings, Inc.
 By: American Tower Corporation, its sole member


				
	By:	 	 /s/ Steven Moskowitz
	  	By:	 	 /s/ Steven Moskowitz
  

				
	Name:	 	 Steven Moskowitz
	  	Name:	 	Steven Moskowitz
				
	Title:	 	 President, US Tower Division
	  	Title:	 	President, US Tower Division
				
	Date:	 	 9/30/2008
	  	Date:	 	 9/30/2008
  

			
	SBC / Wireless Guarantor:	  		 	
		
	SBC TOWER HOLDINGS LLC,
 a Delaware limited liability company, for itself and as
Agent for the SBC Group Members
	  	New Cingular Wireless PCS, LLC
 (f/k/a SBC WIRELESS, LLC)
 By: AT&T Mobility Corporation, its Manager

				
	By:	 	 /s/ Austin Summerford
	  	By:	 	 /s/ Rick L. Moore
  

				
	Name:	 	 Austin Summerford
	  	Name:	 	Rick L. Moore
				
	Title:	 	 Vice President
	  	Title:	 	Vice President, Corporate Development
				
	Date:	 	 9/30/2008
	  	Date:	 	 9/30/2008
  


  

			
	  
 Approved as to form by American Tower Legal Department
  
 By:             /s/ Ronald
Tucceri                                        

  
	 	

  
 *Confidential Treatment
Requested. Omitted portions filed with the Commission. 
  

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 EXHIBIT A 
 WITHDRAWAL ELIGIBLE SITES 
 [See Attached] 
 *Confidential Treatment Requested. Omitted portions filed with the Commission. 







 Exhibit A 
 Withdrawal Eligible Sites 
  

					
	 AT&T Fixed Asset #
	  	ATC Lease #	  	ATC Site #
	 10000701
	  	SSI17013	  	300391
	 10007697
	  	SSI17048	  	308184
	 10001081
	  	SSI17050	  	308144
	 10008753
	  	SSI17067	  	308009
	 10008520
	  	SSI17068	  	309263
	 10003310
	  	SSI17077	  	309276
	 10003390
	  	SSI17236	  	309339
	 10003401
	  	SSI17241	  	309352
	 10003510
	  	SSI17260	  	309434
	 10003531
	  	SSI17261	  	309453
	 10003529
	  	SSI17264	  	309452
	 10003555
	  	SSI17266	  	309470
	 10035734
	  	SSI17267	  	309471
	 10003454
	  	SSI17291	  	309387
	 10003637
	  	SSI17293	  	309517
	 10009690
	  	SSI17320	  	306684
	 10003426
	  	SSI17343	  	309366
	 10011518
	  	SSI17376	  	305505
	 10011424
	  	SSI17382	  	305536
	 10008522
	  	SSI17401	  	309309
	 10003610
	  	SSI17433	  	309502
	 10035729
	  	SSI17456	  	309374
	 10003089
	  	SSI17523	  	305983
	 10009907
	  	SSI17548	  	304018
	 10003300
	  	SSI17579	  	309259
	 10003880
	  	SSI17600	  	308187
	 10000405
	  	SSI17601	  	306022
	 10034835
	  	SSI17670	  	304119
	 10008523
	  	SSI17684	  	309321
	 10003457
	  	SSI17701	  	309389
	 10003564
	  	SSI17721	  	309476
	 10003591
	  	SSI17724	  	309492
	 10003639
	  	SSI17729	  	309518
	 10003360
	  	SSI17829	  	309320
	 10003463
	  	SSI17833	  	309395
	 10003593
	  	SSI17850	  	309494
	 10003627
	  	SSI17854	  	309511
	 10003534
	  	SSI17862	  	309455
	 10011757
	  	SSI17963	  	307507
	 10011737
	  	SSI17980	  	307563
	 10011736
	  	SSI17981	  	307633
	 10010255
	  	SSI18029	  	304117
	 10008657
	  	SSI18087	  	303842
	 10009913
	  	SSI18097	  	306663
	 10003049
	  	SSI18109	  	305957
	 10011732
	  	SSI18114	  	307562

 *Confidential Treatment Requested. Omitted portions filed with the Commission. 








					
	 AT&T Fixed Asset #
	  	ATC Lease #	  	ATC Site #
	 10003460
	  	SSI18188	  	309392
	 10003689
	  	SSI18202	  	309392
	 10005077
	  	SSI18248	  	303878
	 10010245
	  	SSI18318	  	306018
	 10003516
	  	SSI18319	  	309440
	 10003588
	  	SSI18329	  	309489
	 10011752
	  	SSI18373	  	307505
	 10011754
	  	SSI18471	  	307361
	 10003307
	  	SSI18483	  	309273
	 10010062
	  	SSI18529	  	306642
	 10003159
	  	SSI18544	  	306002
	 10011782
	  	SSI18600	  	307522
	 10011739
	  	SSI18604	  	307565
	 10000362
	  	SSI18703	  	306051
	 10003388
	  	SSI18784	  	309338
	 10005841
	  	SSI18805	  	304155
	 10008731
	  	SSI18810	  	304173
	 10009669
	  	SSI18887	  	306674
	 10005149
	  	SSI19346	  	303922
	 10005250
	  	SSI19367	  	304008
	 10005087
	  	SSI19379	  	303890
	 10005117
	  	SSI19430	  	303913
	 10001103
	  	SSI19453	  	308171
	 10041441
	  	SSI19508	  	308132
	 10001062
	  	SSI19522	  	308124
	 10006935
	  	SSI19595	  	304691
	 10003592
	  	SSI22055	  	309493
	 10010912
	  	SSI27379	  	308672
	 10035935
	  	SSI27436	  	310140
	 10036540
	  	SSI29130	  	309313
	 10003419
	  	SSI30528	  	309364
	 10011924
	  	SSI32084	  	310760
	 10011939
	  	SSI32091	  	310773
	 10011974
	  	SSI32130	  	310810
	 10010406
	  	SSI27371	  	308671
	 10011478
	  	SSI18075	  	305466
	 10011510
	  	SSI17317	  	305494
	 10011538
	  	SSI18491	  	305524
	 10041380
	  	SSI19218	  	308115
	 10001074
	  	SSI17344	  	308137
	 10041431
	  	SSI19440	  	308146
	 10001085
	  	SSI17391	  	308149
	 10041442
	  	SSI18697	  	308152
	 10008332
	  	SSI17056	  	308163
	 10001098
	  	SSI19405	  	308166
	 10003885
	  	SSI17163	  	308188

 *Confidential Treatment Requested. Omitted portions filed with the Commission. 







 EXHIBIT B 
 FORM OF WITHDRAWAL DESIGNATION 
 DATE 
 American Tower 
 10 Presidential Way 
 Woburn, MA 01801

 ATTN: Contracts Manager 
 Re: Withdrawal Right Designation
 
 Dear Sir/Madam: 
 This confirmation is being sent
pursuant to Section 1(b) of that certain Amendment to Sublease dated                     . See Background section below for relevant information
and definitions. 
  

					
	 	  	 Withdrawal Eligible Site
	  	Withdrawal Replacement Site
	 SBC Site Number
	  		  	
	 SBC Site Name
	  		  	
	 TowerCo Site Number
	  		  	
	 TowerCo Site Name
	  		  	
	 TowerCo Lease Number
	  		  	
	 Withdrawal Eligible Site Termination
 Date
	  		  	
	 Withdrawal Right Replacement
 Site Commencement Date
	  		  	

 Background:    This designation is being sent pursuant to Section 1(b) of
that certain Amendment to Sublease dated                     ,
                     between American Tower Asset Sub II, LLC, a Delaware limited liability company, successor in interest to Southern Towers, Inc,
(“TowerCo”), SpectraSite Communications, LLC, a Delaware limited liability company, f/k/a SpectraSite Holdings, Inc. (“TowerCo Parent”), SBC Tower Holdings, LLC, a Delaware limited liability company (SBC) and SBC Wireless, LLC, a
Delaware limited liability company (Wireless Guarantor). 
 Pursuant to Section 1(b) of the foregoing Amendment to Sublease, the SBC Leaseback Charge
payable for the Withdrawal Eligible Site shall continue to be due and payable monthly until the later of (i) the commencement of the designated Withdrawal Right Replacement Site or (ii) the date SBC submits an Equipment Notice under the
Decommissioning Sites Equipment Agreement dated September 14, 2006. Provided that if SBC does not submit an Equipment Notice under the Decommissioning Sites Equipment Agreement dated September 14, 2006, the SBC Leaseback Charge shall
continue to be due and payable monthly until the later of (i) the commencement of the designated Withdrawal Right Replacement Site or (ii) the date SBC provides notice of the removal of its Communications Equipment from the Site. If it is
later determined that SBC’s equipment was not removed in accordance with Section 1(b), then SBC will pay all rents or other amounts which would have otherwise accrued under the Withdrawal Eligible Site until the date that such equipment is
properly removed. Capitalized terms used in this letter, but not defined herein shall have the meanings assigned to such term in the aforementioned Amendment to Sublease. 
 SIGNATURES ON NEXT PAGE 
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 Please sign both originals of this letter below to confirm your receipt of this letter and agreement with its contents,
and return one to me for our records. 
 Regards, 
 Confirmed: 
  
  
 Signature 
  
  
  
 Name: 
  
  
  
 Title: 
  
  
  
 Date: 
 *Confidential Treatment Requested. Omitted portions filed with the Commission.