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Amendment to Lease AgreementJUN-I[]-~S 1S:q8 FROI.I:S~HS REAL ESTATE ID:2147744704 PAGE 2/13 AMENDMENT TQ_.L~ASE AGRE~ This Amendment, made as of this llth day of August, 1993, by and between HAGER CONTAINERS, INC., a Texas corporation, with its principal place of business at 12855 Valley Branch Lane, Dallas, Texas 75234 (hereinafter called "LESSOR"), and D~J.AS SMSA LIMITED PARTNERSHIP, a Delaware limited partnership, having its principal offices at 17330 Preston Road, suite 100A, Dallas, TeXas 75252 (hereinafter called "LESSEE"); WHEREAS, LESSOR and LESSEE did enter into that certain Lease Agreement dated March 18, 1991 (herein called the "Lea~e"), covering that certain property more particularly described on Exhibit "A" attached hereto and made a part hereof (herein and in the Lease called the "lea~ed premises"), a memorandum of which titled Memorandum of Lease Agreement dated March 18, 1991 is recorded in Volume 91188, Page 2408, Real Property Records, Dallas County, Texas; and WHEREAS, LESSOR is the owner of the leased premises, subject to the Lease and LESSEE is the owner of the leasehold estate in the leased premise~ created by the Lease; and WHEREAS, in paragraph 1 of the Lease, LESSOR leases to LESSEE the leased premises along with a right-of-way for ingress and egress more particularly shown on Exhibit "A" thereto, but said Exhibit "A" does not indicate a definite location of such right-of-way for ingress and ~Fress; and WHEREAS, LESSOR and LESSEE desire to amend the Lease to provide for a means by which the location of such right-of-way for ingress and egress can be established without affecting LESSOR'S intended development of the 4.67 acre tract of land owned by LESSOR and known as Hager Containers Addition, an addition to the City of Coppell, Texas, according to the plat thereof recorded in Volu~e 88206, Page 3786, Plat Records of Dallas County, Texas (the "Property"); NOW, '[~EREFORE, in consideration of the premises and good and valuable consideration, LESSOR and' LESSEE hereby amend the first two sentences of paragraph 1 of the Lease to read az follows: "LESSOR hereby leases to LRSSEE the aforedescribed leased premises, along with the right-of-way for ingress and egress along the gravel roadway extending from Royal Lane along and near the southern boundary of the Hager Containers Addition to the leased premises, which driveway may be u~ed in common with LRSSOR; provided, however, in the event of the development of Hager Containers Addition, such right-of-way may, at 53968 0$0[& ~AL~ST ~0580 -- i -- JUN-I~-85 1S:4~ FROM:SB[.IS REAL ESTATE ID:2147744704 ~AGE 3/1; LESSOR's option, be relocated to any common driveway installed on Hager Containers Addition which would provide ingress and egress from Royal Lane to the leased premises. LESSOR shall grant any and all easements as may be required by the applicable electric and telephone companies for the purpose of servicing LESSEE's equipment located on the lease~ premises, but any such easement shall be located or relocated, as the case may be, so as not to interfere with the development of Hager Containers Addition. The provision set forth in the preceding two sentences shall control over any provision to the contrary concerning ingress/egress set forth in Exhibit "A" hereto. 2. The Lease, as amended hereby shall remain in full force and effect in accordance with its terms and provisions. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day, month and year first above written. HAGER CO~L~S, INC./ B]~ ': ~ . dent T,RSSOR DATJ~S SMSA LIMITED PARTNERSHIP By: Southwestern Bell Mobile Systems, Inc., its general partner S~pph~n .~'Sitton,'V~e B~esident, General Manager-Dallas 3596~ 05014 ~EALE~T ,3'UI,1-1~-!3~ 1.~:,~ l~l~Ol-l.-!3131d~ I~£AL £5TAT£ 1D::21477447~4 I~AG]~ 4/11 THE STATE OF TEXAS S COUNTY OF DALLAS ~ This instrument was acknowledged before me on August ~, 1993 by Ted C. Hager, President of Hager Containers, Inc., a Texas corporation, on behalf of said corporation. (pr inte~' name) My commission expires: THE STATE OF T~S ~ CO~TY OF DAT.T.~ ~ BEFORE ME, the undersigned authority, on this day personally appeared Stephen F. Sitton, Vice President - General Manager - Dallas, of Southwestern Bell Mobile Systems, Inc., a corporation, known to me to be the person, and officer whose ~ame is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Southwestern Bell Mobile Systems, Inc., a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIV~T UNDER MY Fa~ND AND SEAL OF OFFICE, this ~ day of August, A.D. 1993. y ~ublic, Dtate of Texas (Printed name) My commission expires: :F596~ 0501& kF..ALEST ~d)~80 -- 3 - JUN-18-SS 1S:S~ FROM:SBMS REAL ESTATE ID:2147744704 PAGE S/l REAL ESTATE ID:2147744704 PAGE ~artner~htp, LESSEE. BEIN~ a' tra~ of land.: ~it~a~ ~n the ~e~se H~re 8~rve~, 6eserl~ In d~e4 to' Connell Developmen~ Co.any · Re~orts o[ D&Ilas County, ~exas, and bilng more .d~scri~d as follows~ CO~CIN~ a~ s 1" itoh pin at the [nterae~lon of ~he ~lghway 121 ia lO0 f~t ~lgh~-o~-way), said ~ln~ al~o being kh~ No~thweat corner of a 30.508 acre ~rac~ of land as described in deed ~o Baker ~ ~ssoeiate~ 3oln~ Venture ~o. 7 In Volu~-S5013. page 413G of the beet Recoz~s oi Dallas County. Xexas~ Roaa to a-~int for corner; ~ENCE 5o~%h 0' fl' 00' East, V93.0S [~et.leav~ng the said S~th li~e oi Sandy Lake Road' agd along a mu%~al ~ine Agreement a~ recorded i~t Volume 85013, Page 4129; TH~ No~th 89' 49' 00" East, 50.00 fee~ ~o the POINT OP ~CE 9ouCh 0' 11' O0".~a~; 336.65 fee~ to an /zon pin for ~CE ~ou~h 89* 58' 20' West, 606.~2 feet to an iron EGIt;NIN~ and CONT~ININ~ 4.G7~ acres (20~,548 square ~ee~) 1 :S i: Jo? "- e LEASE AGRE~F~NT and between Hager Containers, Inc., 12855 Valley Branch Lane, Dallas, Texas 75234, hereinafter called LESSOR, and Dallas SMSA Limited Partnership, A Delaware Limited Partnership having its principal offices at 17330~reston Road, Suite 100A, Dallas, Texas 75252 hereinafter called LESSEE. WHEREAS, LESSOR, is the owne~ofthe following described real property lying and being situated in the County of Dallas, and State of Texas, and being a tract of land situated in the Jesse Moore Survey, Abstract Ko. 968 in the City of coppell, Dallas county, Texas and also being part of a 20 acre tract of land as described in deed to connell Development Company in Volume 83219, Page 2674 of the Deed Records of Dallas County, Texas, also k~own as Eager Containers Addition, an addition to the City of Coppell, Texas, according to the Platt hereof recorded in Volume 88206, Page 3786, Plat Records of Dallas County, Texas. Said property is further described and shown on F~diibit "A" attached and made a part hereof for ail purposes, and a Dortion thereof is hereinafter refer~_~to as the "leased premises", .Coo~}re feet, more or less, and containing approximately ~o ;e WHEREAS LESSEE desires ~'~e~ said property for the purpose of construction, operation, and maintenance of a radio transmission facility. NOW THEREFORE, in consideration of ~e terms, conditions and rentals hereinafter set forth, LESSOR and LESSEE agree to the following: 1. The LESSOR hereby leases to LESSEE the aforedescribed leased premises along with the right of way for ingress and egress as more particularly shown on Exhibit "A". LESSOR shall grant and all easements as may be 'required by the appropriate electric and telephone companies for the purpose of servicing LESSEE'S equipment. In addition, LESSOR hereby grants to LESSEE the right to use additional property contiquous to the leased premises during construction of the radio transmission facility. Said additional construction easement to be restored as near as reasonably possible to its condition prior to construction by LESSEE. LESSEE shall not use or permit the property to be used for any purpose other than a radio transmission facility wi~lout written consent of LESSOR, said consent not to be unreasonably withheld. 2. LESSOR hereby grants to LESSEE the right, to survey the leased premises. Said survey, if made, shall become Exhibit "B" to this Agreement. JUN-19-8S 15:S~ FROM:SBMS REAL ESTATE ID:2147744704 PAGE 7/1 3. The te~ua of ~is Agreement shall be twenty (20) years begilu~ing on July 1, 1991, or when LESSEE has obtained all necessary ~ertificates, pe~uits and/or other approvals referred to in Pa/'agraph 5., whichever date occurs first. Rent shall be paid in equal monthly i~tallments o~ the first of each mont~, in advance, to LESSOR at its address in Dallas, Texas, or to such other person, fiz~ or place as the LESSOR may from time to time, so designate in writing at least tl~irty (30) days in advance of any rental payment date. The first five (5) year period of this lease shall have an annual rent~l of to be paid in equal mont/~ly installments as aforesaid. The second five (5) year period of this lease shall have an annual rental of to be paid in equal monthly installments as aforesaid. The t/~ird five (5) year period of 't/~is lease shall have an annual ren'tal of to be paid in equal monthly installme:~'ts as aforesaid. The fourth five (5) y~.ar period o£ this le~%se shall have an annual rental of to be paid in equal monthly installments 4. If at the end of twenty (20) years this Agreement has not been terminated by either party giving to the other written notice of an intention to so te~,inate it a-t least six (6) months prior to the end of such term, this Agreement shall continue in force upon ~/~e same covenants, terms and conditions, including rental payments, for a furtI~er telu~ of one (1) yea1-, and so on from year to ~ear ~til terminated by either party giving to the other written not~ce of an intention to so terminate at least six (6) months prior to the end of such term. Provided LESSEE is not in default heretu~der, and ~hall have paid all rent~ and sums due and payable to LESSOR by LESSEE, LESSEE. shall have the right to terminate this Agreement at any time upon' one (1) year's prior written notice from LESSEE to LESSOR. 5fFI~ is understood and agreed that LE$SEE'S abillt~to use the l_~b~remises~' is contingent upon its obtaining, ~~ before o~--.~_.~tlle effective date of thi~ Lease Agreement, all of the certificates, permits, and other' approvals that may be required by any federal, state or local authoritiesTM. LESSEE shall make due and timely application for all such necessary certificate=, permits and other approvals-and promptly furnish copies of s~at~e to LESSOK LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the'leased premises with respect to the proposed use thereof by LESSEE. In the event that any of such applications is finally rejected or any certificate, permit, ~, including any replatking and zoning chan~ to accom0date the firelane JUN-I~-95 15,5~ i'ROI-l:SBM55 REAL ESTATE ID:2147744704 PAE~E license or approval issued to LESSEE is canceled or ot2~erwise withdrawn or %e~,,ina~ by g~vernmental authority ~o that LESSEE in its sole discretion will be unable to use the leased premises for its specified ?_~u~poses, * the LESSEE shall have the right to this ~.~ent. terminate Notice of said termination shall be given to tho LE in writing by certified mail. Ail rental paid for lease of the property to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void, and the parties shall have no further obligations, including the payment of money, to each other. 6. If all or part of the leased premises, or if all or any part of the LESSOR'S land ~%derlying the radio transmission facility or roadway to the leased premises is taken by eminent domain or other action by jurisdictions having the legal right to take said lands, and if any said taking in the sole opinion of LESSEE renders the leased premises unusable for its intended purposes, then at LESSEE'S option this Agreement may be declared null and void and no further force and effect and there shall be no further payment of rents except that which may have been due and payable at the time of said taking. In the event of a partial taking and LESSEE in its sole disaretion wishes to maintain its operations on the lands of the undersigned, LESSOR shall reduce the rental on the leased premises by an amount proportionate to the part of the leased premises taken by eminent domain or other such legal action. 7. LESSEE shall indemnify LESSOR and hold LESSOR harmless against any claim of liability or loss from personal injury or property damage not due to the negligence or willful misconduct of LESSOR or LESSOR'S agents which may arise out of LESSEE'S lease of the property and its operations thereon, excepting, however, such claims or damages as may be due to or caused in whole or in part by the acts of LESSOR, or its agents and servants. In the event of LESSOR ' S negligence or willful misconduct, LESSOR shall so indemnify LESSEE. 8. LESSEE shall have a separate power meter installed' for its. electric service and LESSEE shall pay all costs related, to sai~' electric service. - 9. LESSOR shall be responsible for payment of all ad valorem taxes levied upon the lands of LESSOR. LESSEE shall be responsible for all taxes levied upon the leasehold improvements (including equipment building and tower) on the leased premises. 10. LESSEE, upon termination of this Agreement, shall, within a reasonable period, remove its building, tower and personal property and restore the ground surface of the property as nearly as is reasonably possible to its original condition, reasonable wear and tear excepted. eh, either L~SSOR 0 JUN-lO-S5 15:53 FROM:SBMS REAL ESTATE ID:21477447~4 PAGE JI3N-19-95 15,53 I-'ROI.I=SBMS REAL ESI'A'fE ID:2147'744704 P/AG~ ~/ ~: 11. Any sale by LESSOR of all or part of the leased premises to a purchaser, other than LESSEE, shall be under and subject to this Lease Agreement and LESSEE'S rights hereunder. 12. LESSOR covenants that LESSEE, on paying the rent and performing the covenants by it herein made, shall and may peaceable and quietly have, hold and enjoy the leased premises. 13. This Lease Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Texas. Any litigation concerning this Lease shall be conducted in Dallas, Texas and the parties hereby agree to the venue and personal jurisdiction of these courts. 14. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, postage prepaid, addressed as shown below (or to any other address that the party to be notified may have designed to the sender by like notice): T~SSEE: southwestern Bell Mobile Systems, Inc. Attention: Real Estate Manager 17330 Preston Road, Suite 100A Dallas, Texas 75252 LESSOR: Hager Containers, Inc. 12855 valley Branch Lane Dallas, Texas 75234 Attention: Mr. Ted Hager, President 15. This Agreement may be sold, assigned, or transferred by LESSEE at any time without the consent of the LESSOR, to a subsidiary, partner or affiliate of the LESSEE, or to a successor to the primary business offered by LESSEE. Any other assignment shall require written approval of LESSOR, such consent not to be unreasonably withheld. 16. LESSEE at its sole discretion shall have the right to sublease to others whose primary business is the provision of radS'9' transmission and/or coicmunication ~ervice. 17. This Agreement shall extend to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. 18. At LESSORfS option, this Agreement shall be subordinate to any mortgage by L~SSOR which from time to time may encumber all or part of the leased premises or right of way; provided, however, every such mortgage ~hall recognize the validity of this Agreement in the event of a foreclosure of LESSOR'S interest and also LESSEE'$ right to remain in occupancy of and have access to the leased premises as long as LESSEE is not in default of this Agreement. LESSEE shall execute whatever instruments may reasonably be required to evidence this subordinate clause. In the event the leased property is encumbered by a mortgage, LESSOR JUN-IS-S5 15;~4 FROM:$~MS ~EAL ESTATE ID:2147744704 PAGE 10/1 ~mediately after ~is Ease A~e~ent is exercised, will obtain and f~nish to LESSEE, a non-dlst~bance instrument for each su~ mortgage in recordable fo~. 19. For ~e purpose of providing constructive notice h~eof, LESSOR and LESSEE her~y agree to execute a Memorand~ of Lease A~e~ent, in recordable fo~ and LESSEE shall have Me same recorded in ~e land records of ~e aforesaid county and state. 20. ~SSoR covenants Mat LESSOR is seized of go~ and sufficient title ~d interest to ~e property and has full authority to ~ter into and execute ~is A~eement. LESSOR furth~ covenants that ~ere are no o~er liens, jud~ents or imp~ents of title on ~e property. 21. The parties hereto declare ~at ~ey have read and do understandea~ ~deve~ te~,conditionand¢ov~antcontainedin this Lease and in any doc~ent incorporated by reference. This Lease includes the entire a~e~t betwe~ ~e parties relating hereto and supersedes all prior or contemporaneous negotiations, co~itments, represen~tions, ~itings az~/or oral underst~dings or a~e~ents. The parties signed this Agre~ent for the consideration herein e~ressed. ~y addition to, variation or m~ification of this A~eement shall be void and ineffective %nless in ~iting signed ~ the parties hereto. 22. LESSEE represents that it is a Delaware Limited Partnership in good standing in ~e State of Delaware and ~alified to do business as a foreign limited partnership in the State of Texas and ~at Southwestern Bell Mobile Systems, Inc. is ~e ~ole General Partner of LESSEE responsible for~e operation and control of all of the business of the LESSEE. IN WITNESS ~E~OF, the parties hereto have set their hand and affixed their respective seals the days and year just above written. LESSOR: ~G~ CONTAINERS, INC ...... LESSEE: DALLAS SMSA LIMITED PARTNERSHIP BY ITS GENERAL PARTNER SO~ESTERN BELL MOBILE SYSTA~IS, INC. -'' ~ etti VICE PRESIDENT, GENERAL ~4A~AGER - DALLAS JUN-19-~S 15:S4 FROM:SBHS REAL ESTATE ID:2147744704 PAGE 11/1 JUN-I~-~5 1~:64 FRON;~BH5 REAL ESTATE ID:2147744704 .A C K ~ O W L E D G E H E N T ~ STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned, a Notary Public in and for the state of Texas, on this day personally appeared Ted C. Hager President _ of '- Ha~er Con~i~ers, ~c. known to me to be the D~r~on and officer whose n~m~ i~ subscribed. to the foregoing instrument and acknowledged to me that th~ same was the aot of Eager CQntai~ers, Inc. . ..... , a ~orporation,.and that he executed the same .as the act of such corporation for the purposes and consideration'therein expressed, and in the capacity therein stated. Given under my hand and seal of office on this the 18 day of Msr~ , A.D. 19 91 ~_. . (Rene Jones) Notary Publi~ in and for the State of Texa~ ..... February 27, 1994 ' Commission Expires A C K N O W L w. D G E H ]~ N T THE STATE OF TEXAS COUNTY OF DAIJ.~S BEFORE HE, the undersigned authority, on this day personally appeared T~.o.thy L. Maretti, Vice P~esident - General Manager - Dallas, of Southwegter~'Bell Mobile Systems, Inc., a corporation, known to me to be the person, and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same. was the act of the said Southwestern Bell Mobil'e Systems, Inc., a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. ............................. PAGE 13/1 JUN-19--qS 15:SS FROM:SBMS REAL ESTATE ID:2147744704 ~tt~¢}ted Co and made a part of That certain Lease Agreeme~l~ dated ~//~/~/ by and between Hager Con~ainers, Inc. LESSOR. and Dallas SMSAILi~i~ed Partnership, LESSEE. BEING a' tract of iandi: ~'ituate~l in the 0esse Moore survey, Abstract No. 968 in the .City of C~ppell~ Dallas County, Texas an.~ al~o being part of a 25 a0re tract of lan4 a- described ~ deed to' Connell Deveiopment Company in Volume 83219, Page 2674 of 'the Deed Reoords of DalIa~ County, ~exas, also known as Hager Containers Addition, an addition ti. the C£ty of Coppell~__Texas, a~cor~lng to ~he Plat thereof recorded in Volume ~C~ , Page ~, Plat ~Re~ords of Dallas Co%lnty, Texa~, an~ being more particularly described as follows~ line of Sandy Lake Roal (Thweatt Road) (a 50 foot rl~qht-o£-way } with the Southeasterly line of State Highway 121 (a 100 foot right-of-way), said point al~o be~g th~ Northwest corner of a 3~.S08 sore tract of land as described in deed to Baker & Associates Joint venture No. 7 in Volume-85013, Page 4136 of the Deed Records of Dallas County, TeXas; T~I~.NC~- ~ast, 941.84 feet aIong the So%lth line of Sandy lake Road to a-point for corner; THENCE South 0" 11~ 00# East, 993.06 f~et.leavfng the said South line of Sandy Lake Roa~-and along a mutual Boundary ~ine Agreement as recorded in Volume 8S013, Page 4129; TH~NC~ North 89" 49' 00" East, 50.00 feet to the POINT OF THERCE N~rth 89" 49" 00TM EaSt, 606'&12 feet to an irO~ pin for corset; THENCE South 0" 11' 00".Ea~t~ 336.6~ feet to an iron pin for co~ne~ $ THENCB South 89* 58' 10' West, 606.12 feet to an iron pin for corner: THRNCE NOrth 0" ll' 00" West, 335.00 feet to 'the .~I~ OF EGI~ING an4 CONTAINING ~.673 acres (203,548 square feet) of land, more or less. 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