THIRD AMENDMENT TO TOWER LEASE AGREEMENT

Market: South/TN-KY Cell Site Number: CR1123

Cell Site Name: Millington Downtown

Fixed Asset Number: 10021450

THIRD AMENDMENT TO TOWER LEASE AGREEMENT

THIS THIRD AMENDMENT TO TOWER LEASE AGREEMENT (“Third

Amendment”), dated as of the latter of the signature dates below, is by and between the City of Millington, Tennessee, a municipal corporation, having a mailing address of 7930 Nelson

Street, Millington, TV 38053 (“Lessor”) and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive, Suite 13-F West Tower, Atlanta, GA 30324 (“Lessee”).

WHEREAS, Lessor and Lessee entered into a Tower Lease Agreement dated April 8, 1996, which Agreement was amended by First Amendment to Tower Lease Amendment dated October 28, 1996, which Agreement was amended by Second Amendment to Tower Lease Amendment dated April 19, 2012 whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property located at 7938 Church Street, City of Millington, County of Shelby, State of Tennessee (collectively, the "Agreement"); and

WHEREAS, Lessor and Lessee desire to amend the Agreement to allow for the installation of additional antennas, associated cables and other communications instruments; and

WHEREAS, Lessor and Lessee, in their mutual interest, wish to amend the Agreement as set forth below accordingly.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows:

1. Additional Antennas. In addition to the other antennas permitted in the Agreement, Lessor consents to the installation and operation of additional antennas, associated cables and equipment as more completely described on attached Exhibit A-1. Lessor’s execution of this Amendment will signify Lessor’s approval of Exhibit A-1.

2. Rent. Commencing on the first day of the month following the date that Lessee commences construction of the modifications set forth in this Amendment, Rent shall be increased by One Hundred Dollars ($100.00) per month, subject to further adjustments as provided in the Agreement. Upon Lessee’s removal of additional antennas, Rent will revert to the original rate, subject to adjustments as provided in the Agreement, upon thirty (30) days’ prior written notice to Lessor.

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Except as expressly set forth in this First Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference in the Agreement to itself shall be deemed also to refer to this First Amendment.

4. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement.

5. Notices. Section 21 of the Agreement is hereby deleted in its entirety and replaced with the following:

NOTICES. All notices, requests, demands and communications hereunder will be given by first

class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows.

If to Lessor: City of Millington 7930 Nelson Street Millington, TN 38053 Attn: City Clerk

If to Lessee: New Cingular Wireless PCS, LLC

By: AT&T Mobility Corporation,

Attn: Network Real Estate Administration Re: Cell Site # CR1123

Cell Site Name: Millington Downtown Fixed Asset #: 10021450

575 Morosgo Drive NE Atlanta, Ga 30324-3300

With the required copy of legal notice sent to Lessee at the address above, a copy to the Legal Department:

New Cingular Wireless PCS, LLC

Attn: AT&T Legal Department – Network Counsel Re: Cell Site # CR1123

Cell Site Name: Millington Downtown Fixed Asset #: 10021450

208 S. Akard Street Dallas, TX 75202-4206

A copy sent to the Legal Department is an administrative step which alone does not constitute legal notice.

Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein.

IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this First Amendment on the dates set forth below.

“LESSOR”

City of Millington, Tennessee, a municipal corporation By: _______________________ Name: _______________________ Title: ________________________ Date: ________________________ “LESSEE”

New Cingular Wireless PCS, LLC, a Delaware limited liability company, By: AT&T Mobility Corporation Its: Manager

By: _____________________

Name: _______________________ Title: _____________________ Date: ______________________

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I CERTIFY that on ______________ _____, 20__, _______________________________ [name of representative] personally came before me and acknowledged under oath that he or she:

(a) is the ____________________ [title] of _________________________________ [name of corporation], the corporation named in the attached instrument,

(b) was authorized to execute this instrument on behalf of the corporation and (c) executed the instrument as the act of the corporation.

__________________________________________ Notary Public My Commission Expires:_____________________ LESSEE ACKNOWLEDGEMENT CORPORATE ACKNOWLEDGEMENT STATE OF _________________________) ) COUNTY OF _______________________)

I CERTIFY that on ______________ _____, 20__, _______________________________ [name of representative] personally came before me and acknowledged under oath that he or she:

(a) is the ____________________ [title] of _________________________________ [name of corporation], the corporation named in the attached instrument,

(b) was authorized to execute this instrument on behalf of the corporation and (c) executed the instrument as the act of the corporation.

__________________________________________ Notary Public

EXHIBIT “A-1”

Equipment Specifications

(2) DC2-48-60-0-9E Raycap Surge Suppression Systems, (1) 3/8” Fiber Cable,

(2) ¾” Power Cables,

(4) Cantex mini junction boxes

FINAL LOADING (6) DBXLH-9090C-R2M (3) SBNHH-1D65C antennas (3) KRC118048-1 antennas (6) Ericsson RRUS 11 (3) RRUS 32 (3) A2 Modules (2) DC6-48-60-18F Raycap Splitter

(4) DC2-48-60-0-9E Raycap Surge Suppression Systems (2) 3/8” Fiber Cable

(3) ¾” Power Cables

(4) Cantex mini junction boxes (12) 1-1/4” Coax