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HomeMy WebLinkAboutAgenda - 10-16-2018 8-g - Assignment of Leasehold Interest to Chapel Hill Carrboro City Schools 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: October 16, 2018 Action Agenda Item No. 8-g SUBJECT: Assignment of Leasehold Interest to Chapel Hill Carrboro City Schools DEPARTMENT: County Attorney ATTACHMENT(S): INFORMATION CONTACT: Assignment Documents John Roberts, 919-245-2318 PURPOSE: To assign to Chapel Hill Carrboro City Schools (CHCCS) any and all rights and interest in cellular antenna leases that were acquired as part of a prior bond financing in which CHCCS deeded Culbreth Middle School (Culbreth) to the County and grant access easements to those cellular antennas. BACKGROUND: In February 2014 the Board of Commissioners approved an installment financing project that included construction of a science wing at Culbreth. As part of the financing project, CHCCS deeded Culbreth to the County. Prior to this, beginning as early as 1998, CHCCS had entered into lease agreements with GTE Mobilnet, New Cingular Wireless and Bellsouth Carolinas (cellular companies) to lease space at Culbreth for the installation of wireless antennas that assist those companies in providing services to customers. In return for leasing space to the Cellular Companies, CHCCS is compensated a negotiated rate. Recently the property was subjected to a title examination in anticipation of renewal of the leases and the cellular companies discovered the transfer of ownership. This transfer impacts the lease between CHCCS and the cellular companies and creates a situation in which CHCCS cannot receive the negotiated compensation. Attorneys for CHCCS have requested the Board of Commissioners assign any rights in the antenna leases that may have been acquired by the County through the transfer of Culbreth back to CHCCS. CHCCS also requests the County, as property owner, grant access easements across the Culbreth property to the cellular companies and their successors so that they may access the antennas due to their desire to slightly modify the original access easements. Once the documents are approved by the Board of Commissioners, they will be presented to the CHCCS Board of Education for approval. FINANCIAL IMPACT: There is no financial impact associated with this assignment. SOCIAL JUSTICE IMPACT: There is no Orange County Social Justice Goal impact associated with this assignment. RECOMMENDATION(S): The Manager recommends the Board assign the County's interest in the communications antenna leases to CHCCS, grant access easements to those antennas, and authorize the County Manager to execute the necessary assignment documents. 2 Prepared by: Parker Poe Adams&Bernstein LLP P.O.Box 389 Raleigh,NC 27602 Return to: Parcel ID: 9777-99-9032 Cross Index With:Book 1849,Page 546; Book 1861,Page 586 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("Assignment") is made effective as of this day of , 2018 ("Effective Date"), by ORANGE COUNTY, NORTH CAROLINA ("Assignor"), with an address of P.O. Box 8181, Hillsborough, NC 27278, and the CHAPEL HILL — CARRBORO CITY SCHOOLS BOARD OF EDUCATION ("Assignee"), with an address of 750 South Merritt Mill Road, Chapel Hill,NC 27516. WHEREAS, Assignee was the previous owner of that property located at 225 Culbreth Road (Parcel ID # 9777-99-9032), Chapel Hill, Orange County, North Carolina, and being further described in that certain deed recorded in Book 5743, Page 496 in the Orange County Register of Deeds ("Registry") ("Assignor's Property"); and WHEREAS, Assignee and GTE Mobilnet of Raleigh Incorporated ("GTE Mobilnet"), entered into that certain Light Standard Lease Agreement dated October 23, 1998 (as assigned, the "GTE Mobilnet Lease"), whereby Assignee leased to GTE Moblinet an approximately 864 square feet parcel of Assignor's Property (together with access easements, utility easements, and rights of way, being the "Leased Premises"). Notice of the GTE Mobilnet Lease is provided by Culbreth BU 814444/ Chapel Hill BU 813283 1 PPAB 4354410x2 3 and the Premises is described in that Memorandum of Lease Agreement recorded in the Registry in Book 1849, Page 546; and WHEREAS, Assignee and BellSouth Carolinas PCS, L.P., a Delaware limited liability company, d/b/a Bellsouth Mobility DCS ("BellSouth"), entered into that Option and Lease Agreement dated November 6, 1998 (as amended and assigned, the "BellSouth Lease") (the GTE Mobilnet Lease and the BellSouth Lease hereinafter collectively referred to as the "Lease Agreements"), whereby Assignee leased to BellSouth a portion of Assignor's Property (together with access easements, utility easements, and rights of way, being the "Property"). Notice of the BellSouth Lease is provided by and the Property is described in that Memorandum and Amendment of Lease recorded in the Registry in Book 1861, Page 586; and WHEREAS, Assignee conveyed all of its right, title and interest in Assignor's Property to Assignor pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Assignor hereby desires to assign any and all of Assignor's right, title, and interest in the Lease Agreements to Assignee. NOW, THEREFORE, for mutual promises contained herein, the parties hereto agree as follows: 1. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease Agreements. The recitals are incorporated herein by reference. 2. Assignor hereby transfers, assigns and conveys unto Assignee, its successors and assigns, any and all of Assignor's right, title and interest in the Lease Agreements (the "Assigned Rights"). 3. Assignor hereby represents, warrants, covenants and agrees as follows: (a) Assignor has full right and authority to execute and deliver this Assignment and to assign the Assigned Rights to Assignee, and all consents, approvals and authorizations necessary for Assignor to consummate the transaction contemplated hereby have been obtained; (b) Assignor is the lawful owner of the Assigned Rights, no other party has any interest in or claim against the Assigned Rights, the Assigned Rights are free from all liens, and Assignor will warrant and defend the same against the lawful claims and demands of all persons whomsoever; and (c) Assignor is the current lessor under the Lease Agreements, the Lease Agreements are in full force and effect, and no default exists under the Lease Agreements on the part of either Assignor, as lessor, or the lessee thereunder, and, to Assignor's knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by either lessor or lessee under the Lease Agreements. 4. This Assignment may be executed in multiple counterparts, each of which may be treated as an original and which together shall constitute one and the same instrument. Culbreth BU 814444/ Chapel Hill BU 813283 PPAB 4354410x2 -2- 4 IN WITNESS WHEREOF, the parties, having read the foregoing and intending to be legally bound hereby, have executed this Assignment under seal with an intended Effective Date as of the day and year first written above. ASSIGNOR: Orange County,North Carolina By: (SEAL) Print Name: Title: STATE OF COUNTY OF I certify that the following person personally appeared before me this day, acknowledging to me that he or she signed the foregoing Assignment Agreement under seal: Orange County, North Carolina, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Culbreth BU 814444/ Chapel Hill BU 813283 PPAB 4354410x2 -3 - 5 IN WITNESS WHEREOF, the parties, having read the foregoing and intending to be legally bound hereby, have executed this Assignment under seal with an intended Effective Date as of the day and year first written above. ASSIGNEE: Chapel Hill - Carrboro City Schools Board of Education By: (SEAL) Print Name: Title: STATE OF COUNTY OF I certify that the following person personally appeared before me this day, acknowledging to me that he or she signed the foregoing Assignment Agreement under seal: Chapel Hill — Carrboro City Schools Board of Education, by , its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Culbreth BU 814444/ Chapel Hill BU 813283 PPAB 4354410x2 -4- 6 FIRST AMENDMENT TO LIGHT STANDARD LEASE AGREEMENT (BU 814444) THIS FIRST AMENDMENT TO LIGHT STANDARD LEASE AGREEMENT ("First Amendment") is made effective this day of , 2018 ("Effective Date"), by and between, CHAPEL HILL — CARRBORO CITY SCHOOLS BOARD OF EDUCATION ("Landlord"), with a mailing address of 750 S. Merritt Hill Road, Chapel Hill, North Carolina 27516, CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company ("Tenant"), with a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564, and ORANGE COUNTY, NORTH CAROLINA ("Property Owner"), with a mailing address of PO Box 8181, Hillsborough, North Carolina 27278. WHEREAS, Landlord and GTE Mobilnet of Raleigh Incorporated ("GTE Mobilnet") entered into that certain Light Standard Lease Agreement dated October 23, 1998 (the "Lease"), whereby Landlord leased to GTE Mobilnet a portion of land being described as an 864 square feet portion of that property (said leased portion being the "Leased Premises") located at 225 Culbreth Road (Parcel ID # 9777-99-9032), Chapel Hill, Orange County, State of North Carolina, and being further described in Book 5743, Page 496 in the Orange County Register of Deeds ("Registry"), together with those certain access, utility and/or maintenance easements and/or rights of way granted in the Lease and in the Easement Agreement (as defined below). Notice of the Lease is provided by, and the Leased Premises is described in that certain Memorandum of Lease Agreement ("Memorandum") dated October 23, 1998, and recorded on December 29, 1998, in Book 1849, Page 546 in the Registry; and WHEREAS, Landlord granted an access and utilities easement to GTE Mobilnet pursuant to that certain Easement Agreement recorded on December 29, 1998, in the Registry in Book 1849, Page 554; and WHEREAS, Landlord conveyed to Property Owner its right, title, and interest in the Leased Premises pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Property Owner and Landlord entered into that certain Lease recorded on January 15, 2014 ("Orange County Lease"), in the Registry in Book 5743, Page 518, whereby Property Owner leased the underlying property, which contains the Leased Premises, to Landlord; and WHEREAS, Property Owner and Landlord have entered into an Assignment Agreement of even date herewith, whereby Property Owner assigned all of its right, title and interest in the Lease to Landlord; and WHEREAS, the term of the Lease commenced on November 1, 1998, and has an original term, including all Extended Term(s) (as defined in the Lease), that will expire on October 31, 2018 ("Original Term"), and Landlord and Tenant now desire to amend the terms of the Lease to provide for additional Extended Term(s)beyond the Original Term, and to make other changes. Site Name: Culbreth BU: 814444 - 1 - PPAB 4184478v2 7 NOW THEREFORE, in exchange for the mutual promises contained herein, Landlord, Tenant, and Property Owner agree to amend the Lease as follows: 1. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease. The recitals in this First Amendment are incorporated herein by this reference. 2. The first sentence of Section 2(b) of the Lease is replaced with the following: Tenant is hereby granted the option to extend the Initial Term of this Lease for one (1) additional period of ten (10) years, followed by four(4) additional periods of five (5) years each, immediately followed by one (1) additional period commencing on November 1, 2038, and expiring twenty-five (25) years after the Effective Date of the First Amendment (as defined in the First Amendment) (each of the foregoing terms being an "Extended Term"). The parties agree that the intent of the foregoing is to extend the term of the Agreement to expire twenty-five (25) years from the Effective Date of this First Amendment. 3. As additional consideration for amending the Lease in accordance with this First Amendment, on November 1, 2018, the annual rent shall increase to Forty One Thousand Four Hundred and 00/100 Dollars ($41,400.00) per year. Following such increase, the annual rent shall continue to adjust pursuant to the terms of the Lease. Rent shall be paid annually, in advance. 4. Section 3(c) of the Lease is amended by adding the following paragraph to the end thereto: Commencing on November 1, 2019, and every year thereafter (each an "Adjustment Date"), the annual rent shall increase by an amount equal to three and one-half percent(3.5%) of the annual rent in effect for the year immediately preceding the Adjustment Date. 5. The parties agree to amend the description of the Leased Premises to be as shown as the "Lease Area" in Exhibit A attached hereto and incorporated herein, and described as the "Tower Lease" by metes and bounds on Exhibit B attached hereto and incorporated herein, and Landlord does hereby lease same to Tenant for those uses provided for in the Lease. Exhibit A and Exhibit B attached to this First Amendment shall replace any and all descriptions of the Leased Premises. 6. (a) The parties agree to amend the description of the Access Easement granted in the Lease to reflect the access and utility easement shown as the "Access/Utility Easement" in Exhibit A attached hereto and described as the "Access/Utility Easement" by metes and bounds in Exhibit B attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Lease, including, without limitation, those terms provided for in Section 6 of the Lease. The description of the Access Easement attached hereto as Exhibit A and Exhibit B shall replace the description of the Access Easement attached as Exhibit "D"to the Lease. Site Name: Culbreth BU: 814444 -2- PPAB 4184478v2 8 (b) The parties agree to amend the description of the Utility Easement granted in the Lease to reflect the utility easement shown as the "Utility Easement" in Exhibit A attached hereto and described as the "Utility Easement" by metes and bounds in Exhibit B attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Lease, including, without limitation, those terms provided for in Section 6 of the Lease. The description of the Utility Easement attached hereto as Exhibit A and Exhibit B shall replace the description of the Access Easement attached as Exhibit "E"to the Lease; provided, however, in the event the location(s) of any of Tenant's or its subtenants' or licensees' existing utilities routes are not depicted or described on Exhibit A or Exhibit B, Tenant's easement rights over such area(s) shall remain in full force and effect. 7. Section 8 of the Lease is deleted in its entirety and replaced with the following: 8. Insurance. Tenant shall, at its expense, maintain commercial general liability insurance with liability limits of not less than Three Million Dollars ($3,000,000) for injury to or death of one or more persons and for damage to or destruction of property in any one occurrence, which limits may be met by a combination of primary and excess or umbrella insurance. Landlord shall be named as an additional insured, as its interest may appear, and the policies shall contain cross liability provisions. Tenant may carry said insurance under a blanket policy. Insurance required hereunder shall be maintained by insurance companies rated A or better by A.M. Best Rating Services. Tenant shall deliver to Landlord, upon request, certificates evidencing the existence and amounts of such insurance. The policy shall provide thirty(30) days prior written notice of cancellation when the insurer cancels for any reason other than non-payment of premium to Landlord. Tenant shall have the right to fulfill its insurance obligation under this paragraph pursuant to self-insurance, provided that Tenant shall have satisfied all requirements of any applicable law, regulation or direction relating to self- insurance. If Tenant elects self-insurance, Tenant shall provide Landlord with a letter of self-insurance at any time within thirty(30) days after Landlord's request thereof. The letter of self-insurance shall describe the program which Tenant proposes to institute, which program shall establish coverage protection for Landlord in amounts not less than the limits hereinabove set forth. Landlord shall have the right to review and approve any proposed self-insurance program, with such review and approval not to be unreasonably withheld. 8. Section 22 of the Lease is amended by deleting Tenant's notice address and inserting the following: Tenant: Crown Castle GT Company LLC c/o Crown Castle USA Inc. General Counsel Attn: Legal-Real Estate Department 2000 Corporate Drive Canonsburg, Pennsylvania 15317-8564 Site Name: Culbreth BU: 814444 -3 - PPAB 4184478v2 9 9. As additional consideration for amending the Lease in accordance with this First Amendment, Tenant agrees to pay to Landlord Twenty-Five Thousand and 00/100 Dollars ($25,000.00)within sixty(60) days of full execution of this First Amendment by both parties. 10. Upon expiration or termination of the Orange County Lease, the Lease will continue in full force and effect notwithstanding such expiration or termination, and the party then in possession of the Leased Premises shall automatically assume all rights and obligations of Landlord under the Lease without any interruption in the term or Tenant's possession under the Lease. 11. Representations, Warranties and Covenants of Landlord. Landlord represents, warrants and covenants to Tenant as follows: (a) Landlord is duly authorized to and has the full power and authority to enter into this First Amendment and to perform all of Landlord's obligations under the Lease as amended hereby. (b) Tenant is not currently in default under the Lease, and to Landlord's knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Tenant under the Lease. 12. Representation, Warranties and Covenants of Property Owner. Property Owner represents, warrants and covenants to Tenant as follows: (a) Property Owner is duly authorized to and has the full power and authority to enter into this First Amendment and to bind Property Owner. (b) Except as expressly identified in this First Amendment, Property Owner owns the Leased Premises free and clear of any mortgage, deed of trust, or other lien secured by any legal or beneficial interest in the Leased Premises, or any right of any individual, entity or governmental authority arising under an option, right of first refusal, lease, license, easement or other instrument other than any rights of Tenant arising under the Lease as amended hereby and the rights of utility providers under recorded easements. (c) Property Owner acknowledges that the Leased Premises, as defined, shall include any portion of Property Owner's property on which communications facilities or other Tenant improvements exist on the date of this First Amendment. 13. Property Owner does hereby consent to Landlord's lease of the Leased Premises to Tenant, as amended herein,pursuant to Section 10.1 of the Orange County Lease. 14. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this First Amendment and at such other times as may be reasonably requested by Tenant. In the event the Leased Premises is transferred, the succeeding Landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in rent to the new Landlord. Landlord's failure to provide the IRS Form W-9 within thirty (30) Site Name: Culbreth BU: 814444 -4- PPAB 4184478v2 10 days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. 15. In all other respects, the remainder of the Lease shall remain in full force and effect. Any portion of the Lease that is inconsistent with this First Amendment is hereby amended to be consistent with this First Amendment. All of the provisions hereof shall inure to the benefit of and be binding upon Landlord and Tenant, and their personal representatives, heirs, successors and assigns. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, it being understood that all parties need not sign the same counterparts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Site Name: Culbreth BU: 814444 -5 - PPAB 4184478v2 11 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this First Amendment to be duly executed on the day and year first written above. LANDLORD: Chapel Hill — Carrboro City Schools Board of Education By: (SEAL) Print Name: Title: Site Name: Culbreth BU: 814444 -6- PPAB 4184478v2 12 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this First Amendment to be duly executed on the day and year first written above. TENANT: Crown Castle GT Company LLC, a Delaware limited liability company By: (SEAL) Print Name: Title: Site Name: Culbreth BU: 814444 -7- PPAB 4184478v2 13 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this First Amendment to be duly executed on the day and year first written above. PROPERTY OWNER: Orange County, North Carolina By: (SEAL) Print Name: Title: Site Name: Culbreth BU: 814444 -8- PPAB 4184478v2 14 EXHIBIT A [ATTACHED HERETO] Site Name: Culbreth BU: 814444 -9- PPAB 4184478v2 15 EXHIBIT B Page 1 of 2 TOWER LEASE A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04'40" W FOR A DISTANCE OF 565.91 FEET TO THE POINT OF BEGINNING THENCE,N 12° 13' 47" E FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE, S 77° 46' 13" E FOR A DISTANCE OF 36.00 FEET TO A POINT; THENCE, S 12° 13'47" W FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE,N 77° 46' 13" W FOR A DISTANCE OF 36.00 FEET TO THE POINT OF BEGINNING, CONTAINING 864 SQFT -AND- 0.02 ACRES. UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 18.92 FEET TO THE POINT OF BEGINNING THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 10.00 FEET TO A POINT; THENCE DEPARTING SAID TOWER LEASE, S 12° 13' 47" W FOR A DISTANCE OF 29.44 FEET TO A POINT; THENCE, S 21- 03' 24" W FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 68° 56' 36" W FOR A DISTANCE OF 10.12 FEET TO A POINT; THENCE,N 21- 03' 25" E FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 12° 13'47" E FOR A DISTANCE OF 27.89 FEET TO A POINT ON SAID TOWER LEASE, ALSO BEING THE POINT OF BEGINNING, CONTAINING 336 SQFT - AND- 0.008 ACRES. Site Name: Culbreth BU: 814444 PPAB 4184478v2 16 EXHIBIT B Page 2 of 2 ACCESS/UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE,N 12° 13'47" E FOR A DISTANCE OF 0.87 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID TOWER LEASE, S 67° 07' 38" W FOR A DISTANCE OF 10.95 FEET TO A POINT; THENCE, S 87° 49' 59" W FOR A DISTANCE OF 87.81 FEET TO A POINT; THENCE,N 86° 45' 29" W FOR A DISTANCE OF 25.10 FEET TO A POINT; THENCE,N 03° 41' 18" E FOR A DISTANCE OF 317.63 FEET TO A POINT; THENCE,N 04° 03' 50" E FOR A DISTANCE OF 344.38 FEET TO A POINT ON THE SOUTHERN PUBLIC RIGHT OF WAY OF CULBRETH ROAD; THENCE ALONG SAID RIGHT OF WAY, S 77° 57' 45" E FOR A DISTANCE OF 40.39 FEET TO A POINT; THENCE DEPARTING SAID RIGHT OF WAY, S 04° 03' 50" W FOR A DISTANCE OF 338.65 FEET TO A POINT; THENCE, S 03° 41' 18" W FOR A DISTANCE OF 300.70 FEET TO A POINT; THENCE,N 87° 49' 59" E FOR A DISTANCE OF 68.56 FEET TO A POINT; THENCE,N 67° 07' 38" E FOR A DISTANCE OF 18.74 FEET TO A POINT ON SAID TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 12° 13'47" W FOR A DISTANCE OF 18.33 FEET TO THE POINT OF BEGINNING, CONTAINING 27630 SQFT -AND- 0.02 ACRES. Site Name: Culbreth BU: 814444 PPAB 4184478v2 17 Prepared by: Parker Poe Adams&Bernstein LLP P.O.Box 389 Raleigh,NC 27602 Return to: Crown Castle 1220 Augusta, Suite 500 Houston,Texas 77057 Parcel ID: 9777-99-9032 Cross Index with Book 1849,Page 546 Book 1849,Page 554 MEMORANDUM OF FIRST AMENDMENT TO LIGHT STANDARD LEASE AGREEMENT THIS MEMORANDUM OF FIRST AMENDMENT TO LIGHT STANDARD LEASE AGREEMENT ("Amended Memorandum") is made effective this day of , 2018, by and between CHAPEL HILL — CARRBORO CITY SCHOOLS BOARD OF EDUCATION ("Landlord"), with a mailing address of 750 S. Merritt Hill Road, Chapel Hill, North Carolina 27516, CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company ("Tenant"), with a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564, and ORANGE COUNTY, NORTH CAROLINA ("Property Owner"), with a mailing address of PO Box 8181, Hillsborough,North Carolina 27278. WHEREAS, Landlord and GTE Mobilnet of Raleigh Incorporated ("GTE Mobilnet") entered into that certain Light Standard Lease Agreement dated October 23, 1998 (the "Lease"), whereby Landlord leased to GTE Mobilnet a portion of land being described as an 864 square feet portion of that property (said leased portion being the "Leased Premises") located at 225 Culbreth Road (Parcel ID # 9777-99-9032), Chapel Hill, Orange County, State of North Carolina, and being further described in Book 5743, Page 496 in the Orange County Register of Deeds ("Registry"), together with those certain access, utility and/or maintenance easements and/or rights of way granted in the Lease and in the Easement Agreement (as defined below). Notice of the Lease is provided by, and the Leased Premises is described in that certain Site Name: Culbreth BU: 814444 - 1 - PPAB 4184478v2 18 Memorandum of Lease Agreement ("Memorandum") dated October 23, 1998, and recorded on December 29, 1998, in Book 1849, Page 546 in the Registry; and WHEREAS, Landlord granted an access and utilities easement to GTE Mobilnet pursuant to that certain Easement Agreement recorded on December 29, 1998, in the Registry in Book 1849, Page 554; and WHEREAS, Landlord conveyed to Property Owner its right, title, and interest in the Leased Premises pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Property Owner and Landlord entered into that certain Lease recorded on January 15, 2014 ("Orange County Lease"), in the Registry in Book 5743, Page 518, whereby Property Owner leased the underlying property, which contains the Leased Premises, to Landlord; and WHEREAS, Property Owner and Landlord have entered into an Assignment Agreement of even date herewith, whereby Property Owner assigned all of its right, title and interest in the Lease to Landlord; and WHEREAS, the term of the Lease commenced on November 1, 1998, and has an original term, including all Extended Term(s) (as defined in the Lease), that will expire on October 31, 2018 ("Original Term"), and Landlord and Tenant now desire to amend the terms of the Lease to provide for additional Extended Term(s) beyond the Original Term, and to make other changes; and WHEREAS, Landlord, Tenant and Property Owner made and entered into a First Amendment to Light Standard Lease Agreement of even date herewith ("First Amendment") and pursuant to the terms of, and for that consideration recited in, the First Amendment, the parties wish to hereby amend certain provisions of the Lease, and provide this Amended Memorandum as notice thereof, as follows: 1. Landlord does hereby lease and grant unto Tenant, its successors and assigns, the Leased Premises for five (5) additional Extended Terms beyond the Original Term, such that the Lease expires twenty-five (25) years from the Effective Date of the First Amendment (as defined in the First Amendment) in the year 2043, unless sooner terminated as provided in the Lease. 2. The parties agree to amend the description of the Leased Premises to be as shown as the "Lease Area" in Exhibit A attached to the First Amendment and attached hereto and incorporated herein, and described as the "Tower Lease" by metes and bounds on Exhibit B attached to the First Amendment and attached hereto and incorporated herein, and Landlord does hereby lease same to Tenant for those uses provided for in the Lease. Exhibit A and Exhibit B attached to the First Amendment and attached hereto shall replace any and all descriptions of the Leased Premises. 3. (a) The parties agree to amend the description of the Access Easement granted in the Lease to reflect the access and utility easement shown as the "Access/Utility Easement" Site Name: Culbreth BU: 814444 -2- PPAB 4184478v2 19 in Exhibit A attached to the First Amendment and attached hereto and described as the "Access/Utility Easement" by metes and bounds in Exhibit B attached to the First Amendment and attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Lease, including, without limitation, those terms provided for in Section 6 of the Lease. The description of the Access Easement attached hereto as Exhibit A and Exhibit B shall replace the description of the Access Easement attached as Exhibit "D"to the Lease. (b) The parties agree to amend the description of the Utility Easement granted in the Lease to reflect the utility easement shown as the "Utility Easement" in Exhibit A attached to the First Amendment and attached hereto and described as the "Utility Easement" by metes and bounds in Exhibit B attached to the First Amendment and attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Lease, including, without limitation, those terms provided for in Section 6 of the Lease. The description of the Utility Easement attached hereto as Exhibit A and Exhibit B shall replace the description of the Access Easement attached as Exhibit "E" to the Lease; provided, however, in the event the location(s) of any of Tenant's or its subtenants' or licensees' existing utilities routes are not depicted or described on Exhibit A or Exhibit B, Tenant's easement rights over such area(s) shall remain in full force and effect. 4. This Amended Memorandum contains only selected provisions of the First Amendment, and reference is made to the full text of the Lease and the First Amendment for their full terms and conditions, which are incorporated herein by this reference. Except as otherwise provided in the First Amendment and this Amended Memorandum, the terms and conditions of the Lease remain in full force and effect. This Amended Memorandum may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, it being understood that all parties need not sign the same counterparts. A copy of the Lease and its amendments are located at the office of the Tenant. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Site Name: Culbreth BU: 814444 -3 - PPAB 4184478v2 20 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this Amended Memorandum to be duly executed on the day and year first written above. Landlord: Chapel Hill — Carrboro City Schools Board of Education By: (SEAL) Print Name: Title: STATE OF NORTH CAROLINA COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of First Amendment to Light Standard Lease Agreement under seal: Chapel Hill — Carrboro City Schools Board of Education, by , its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Culbreth BU: 814444 -4- PPAB 4184478v2 21 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this Amended Memorandum to be duly executed on the day and year first written above. Tenant: Crown Castle GT Company LLC, a Delaware limited liability company By: (SEAL) Print Name: Title: STATE OF COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of First Amendment to Light Standard Lease Agreement under seal: Crown Castle GT Company LLC, a Delaware limited liability company, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Culbreth BU: 814444 -5 - PPAB 4184478v2 22 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal, and have caused this Amended Memorandum to be duly executed on the day and year first written above. Property Owner: Orange County, North Carolina By: (SEAL) Print Name: Title: STATE OF NORTH CAROLINA COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of First Amendment to Light Standard Lease Agreement under seal: Orange County, North Carolina, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Culbreth BU: 814444 -2- PPAB 4184478v2 23 EXHIBIT A [ATTACHED HERETO] Site Name: Culbreth BU: 814444 PPAB 4184478v2 24 EXHIBIT B Page 1 of 2 TOWER LEASE A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04'40" W FOR A DISTANCE OF 565.91 FEET TO THE POINT OF BEGINNING THENCE,N 12° 13' 47" E FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE, S 77° 46' 13" E FOR A DISTANCE OF 36.00 FEET TO A POINT; THENCE, S 12° 13'47" W FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE,N 77° 46' 13" W FOR A DISTANCE OF 36.00 FEET TO THE POINT OF BEGINNING, CONTAINING 864 SQFT -AND- 0.02 ACRES. UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 18.92 FEET TO THE POINT OF BEGINNING THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 10.00 FEET TO A POINT; THENCE DEPARTING SAID TOWER LEASE, S 12° 13' 47" W FOR A DISTANCE OF 29.44 FEET TO A POINT; THENCE, S 21- 03' 24" W FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 68° 56' 36" W FOR A DISTANCE OF 10.12 FEET TO A POINT; THENCE,N 21- 03' 25" E FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 12° 13'47" E FOR A DISTANCE OF 27.89 FEET TO A POINT ON SAID TOWER LEASE, ALSO BEING THE POINT OF BEGINNING, CONTAINING 336 SQFT - AND- 0.008 ACRES. Site Name: Culbreth BU: 814444 PPAB 4184478v2 25 EXHIBIT B Page 2 of 2 ACCESS/UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE,N 12° 13'47" E FOR A DISTANCE OF 0.87 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID TOWER LEASE, S 67° 07' 38" W FOR A DISTANCE OF 10.95 FEET TO A POINT; THENCE, S 87° 49' 59" W FOR A DISTANCE OF 87.81 FEET TO A POINT; THENCE,N 86° 45' 29" W FOR A DISTANCE OF 25.10 FEET TO A POINT; THENCE,N 03° 41' 18" E FOR A DISTANCE OF 317.63 FEET TO A POINT; THENCE,N 04° 03' 50" E FOR A DISTANCE OF 344.38 FEET TO A POINT ON THE SOUTHERN PUBLIC RIGHT OF WAY OF CULBRETH ROAD; THENCE ALONG SAID RIGHT OF WAY, S 77° 57' 45" E FOR A DISTANCE OF 40.39 FEET TO A POINT; THENCE DEPARTING SAID RIGHT OF WAY, S 04° 03' 50" W FOR A DISTANCE OF 338.65 FEET TO A POINT; THENCE, S 03° 41' 18" W FOR A DISTANCE OF 300.70 FEET TO A POINT; THENCE,N 87° 49' 59" E FOR A DISTANCE OF 68.56 FEET TO A POINT; THENCE,N 67° 07' 38" E FOR A DISTANCE OF 18.74 FEET TO A POINT ON SAID TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 12° 13'47" W FOR A DISTANCE OF 18.33 FEET TO THE POINT OF BEGINNING, CONTAINING 27630 SQFT -AND- 0.02 ACRES. Site Name: Culbreth BU: 814444 PPAB 4184478v2 26 Prepared by: Parker Poe Adams&Bernstein LLP P.O.Box 389 Raleigh,NC 27602 Return to: Crown Castle 1220 Augusta, Suite 500 Houston,Texas 77057 Cross Index:Book 1849,Page 546; Book 1849,Page 554 PIN: 9777-99-9032 FIRST AMENDMENT TO EASEMENT AGREEMENT This First Amendment to Easement Agreement ("First Amendment") is entered into on this day of , 2018, by and between CHAPEL HILL — CARRBORO CITY SCHOOLS BOARD OF EDUCATION ("Grantor"), with a mailing address of 750 S. Merritt Hill Road, Chapel Hill,North Carolina 27516, CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company ("Grantee"), with a mailing address of c/o Crown Castle USA Inc., 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564, and ORANGE COUNTY, NORTH CAROLINA ("Property Owner"), with a mailing address of PO Box 8181, Hillsborough,North Carolina 27278. WHEREAS, Grantor and GTE Mobilnet of Raleigh Incorporated ("GTE Mobilnet") entered into an Easement Agreement dated October 23, 1998 (the "Easement Agreement"), which was recorded on December 29, 1998, in Book 1849, Page 554 in the Orange County Register of Deeds ("Registry"), in which Grantor granted GTE Mobilnet certain non-exclusive easements for ingress, egress and utilities over portions (said portions collectively being the "Easement Tracts") of that property located at 225 Culbreth Road (Tax Parcel #9777-99-9032), Chapel Hill, Orange County, State of North Carolina, and being further described in Book 5743, Page 496 in the Registry("Parent Parcel"); and WHEREAS, Grantor leased to GTE Mobilnet an 864 square feet portion of the Parnet Parcel (said portion being the "Leased Premises") in that certain Light Standard Lease Culbreth,NC BU 814444 1 PPAB 4231906v5 27 Agreement ("Lease Agreement") dated October 23, 1998, as evidenced by that certain Memorandum of Lease Agreement ("Memorandum") dated October 23, 1998, and recorded on December 29, 1998, in Book 1849, Page 546 in the Registry; and WHEREAS, Grantor conveyed to Property Owner its right, title, and interest in the Parent Parcel pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Grantee is successor in interest in the Easement Agreement and the Lease Agreement to GTE Mobilnet; and WHEREAS, the parties now wish to amend the description of the Easement Tracts and Leased Premises. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Easement Agreement as follows: 1. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Easement Agreement. 2. The descriptions of the Easement Tracts granted in the Easement Agreement are amended to reflect those non-exclusive easements more particularly shown and described as the "Access/Utility Easement" on Exhibit A attached hereto and as the "Utility Easement" on Exhibit B attached hereto, respectively. Grantor and Property Owner do hereby grant such non-exclusive appurtenant easements and rights-of-way to Grantee, its successors and assigns, for the benefit and use by Grantee and its affiliates, and each of their employees, agents, representatives, customers, sublessees, licensees, contractors and subcontractors, for the ingress and egress to and from the Leased Premises, seven days per week, twenty-four hours per day, on foot or motor vehicle, including trucks, together with the right to install, replace and maintain utility wires, poles, cables, conduits and pipes in, on and under said easements and rights-of-way. In the event the location(s) of any of Grantee's or its lessees', licensees', and/or sub-easement holders' existing utilities and/or access routes are not depicted or described on Exhibit A or Exhibit B attached hereto, Grantee's easement rights over such area(s) shall remain in full force and effect. Exhibit A attached hereto shall replace Exhibit D to the Easement Agreement. Exhibit B attached hereto shall replace Exhibit E to the Easement Agreement. The modified easements and rights-of-way granted herein shall be binding on and inure to the benefit of Grantee and its lessees, licensees, successors and assigns. 3. The description of the Leased Premises described in the Easement Agreement is amended to reflect that 864 square feet portion of the Parent Parcel more particularly shown and described as "Tower Lease" on Exhibit C attached Culbreth,NC BU 814444 2 PPAB 4231906v5 28 hereto. Exhibit C attached hereto shall replace Exhibit A to the Easement Agreement. 4. Each and all of the covenants and provisions contained herein (a) are made as an appurtenance for the benefit of the Leased Premises; (b) will create mutual equitable servitudes upon the Leased Premises and the Parent Parcel and shall be covenants running with the land; (c) will bind every person having any fee, leasehold or other interest in any portion of the Leased Premises or the Parent Parcel to the extent that such portion is affected or bound by any term, covenant or provision set forth herein; and (d) will inure to the benefit of the parties and their respective successors and assigns as to the Leased Premises and the Parent Parcel. 5. In all other respects, the remainder of the Easement Agreement shall remain in full force and effect and is incorporated herein by this reference, and the parties do hereby ratify the Easement Agreement and the terms and conditions therein. 6. This First Amendment shall be governed by the laws of the State where the Easement Area is located. 7. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Culbreth,NC BU 814444 3 PPAB 4231906v5 29 IN WITNESS WHEREOF, Grantor, Property Owner, and Grantee have signed this instrument under seal, and have caused this First Amendment to be duly executed on the day and year first written above. Grantor: Chapel Hill — Carrboro City Schools Board of Education By: (SEAL) Print Name: Title: STATE OF NORTH CAROLINA COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of First Amendment to Light Standard Lease Agreement under seal: Chapel Hill — Carrboro City Schools Board of Education, by , its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Culbreth,NC BU 814444 4 PPAB 4231906v5 30 Property Owner: Orange County,North Carolina By: (SEAL) Print Name: Title: STATE OF NORTH CAROLINA COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing First Amendment to Easement Agreement under seal: Orange County, North Carolina, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Culbreth,NC BU 814444 5 PPAB 4231906v5 31 Grantee: Crown Castle GT Company LLC, a Delaware limited liability company By: (SEAL) Print Name: Title: STATE OF COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing First Amendment to Easement Agreement under seal: Crown Castle GT Company LLC, a Delaware limited liability company, by , its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Culbreth,NC BU 814444 6 PPAB 4231906v5 32 EXHIBIT A ACCESS/UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE,N 12° 13' 47" E FOR A DISTANCE OF 0.87 FEET TO THE POINT OF BEGINNING THENCE DEPARTING SAID TOWER LEASE, S 67° 07' 38" W FOR A DISTANCE OF 10.95 FEET TO A POINT; THENCE, S 87° 49' 59" W FOR A DISTANCE OF 87.81 FEET TO A POINT; THENCE,N 86° 45' 29" W FOR A DISTANCE OF 25.10 FEET TO A POINT; THENCE,N 03° 41' 18" E FOR A DISTANCE OF 317.63 FEET TO A POINT; THENCE,N 04° 03' 50" E FOR A DISTANCE OF 344.38 FEET TO A POINT ON THE SOUTHERN PUBLIC RIGHT OF WAY OF CULBRETH ROAD; THENCE ALONG SAID RIGHT OF WAY, S 77° 57' 45" E FOR A DISTANCE OF 40.39 FEET TO A POINT; THENCE DEPARTING SAID RIGHT OF WAY, S 04° 03' 50" W FOR A DISTANCE OF 338.65 FEET TO A POINT; THENCE, S 03° 41' 18" W FOR A DISTANCE OF 300.70 FEET TO A POINT; THENCE,N 87° 49' 59" E FOR A DISTANCE OF 68.56 FEET TO A POINT; THENCE,N 67° 07' 38" E FOR A DISTANCE OF 18.74 FEET TO A POINT ON SAID TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 12° 13'47" W FOR A DISTANCE OF 18.33 FEET TO THE POINT OF BEGINNING, CONTAINING 27630 SQFT -AND- 0.02 ACRES. Culbreth,NC BU 814444 PPAB 4231906v5 33 EXHIBIT B UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO A POINT ON A 864 SQUARE FOOT TOWER LEASE; THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 18.92 FEET TO THE POINT OF BEGINNING THENCE ALONG SAID TOWER LEASE, S 77° 46' 13" E FOR A DISTANCE OF 10.00 FEET TO A POINT; THENCE DEPARTING SAID TOWER LEASE, S 12° 13' 47" W FOR A DISTANCE OF 29.44 FEET TO A POINT; THENCE, S 21- 03'24" W FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 68° 56' 36" W FOR A DISTANCE OF 10.12 FEET TO A POINT; THENCE,N 21- 03' 25" E FOR A DISTANCE OF 4.83 FEET TO A POINT; THENCE,N 12° 13' 47" E FOR A DISTANCE OF 27.89 FEET TO A POINT ON SAID TOWER LEASE, ALSO BEING THE POINT OF BEGINNING, CONTAINING 336 SQFT - AND- 0.008 ACRES. Culbreth,NC BU 814444 PPAB 4231906v5 34 EXHIBIT C TOWER LEASE A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWNSHIP OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE FOUND ON THE SOUTHERN MOST CORNER OF SAID PARCEL AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550'-N:778289' THENCE,N 14° 04' 40" W FOR A DISTANCE OF 565.91 FEET TO THE POINT OF BEGINNING THENCE,N 12° 13' 47" E FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE, S 77° 46' 13" E FOR A DISTANCE OF 36.00 FEET TO A POINT; THENCE, S 12° 13'47" W FOR A DISTANCE OF 24.00 FEET TO A POINT; THENCE,N 77° 46' 13" W FOR A DISTANCE OF 36.00 FEET TO THE POINT OF BEGINNING, CONTAINING 864 SQFT -AND- 0.02 ACRES. Culbreth,NC BU 814444 PPAB 4231906v5 35 SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT THIS SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT ("Second Amendment") is made effective this day of , 2018 ("Effective Date"), by and between the CHAPEL HILL— CARRBORO CITY SCHOOLS BOARD OF EDUCATION ("Landlord"), with a mailing address of 750 S. Merritt Hill Road, Chapel Hill, North Carolina 27516, NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, and the successor by merger with BellSouth Personal Communications LLC, a Delaware limited liability company, dated December 31, 2004, for itself and as general partner of BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited partnership ("Tenant"), with a mailing address of New Cingular Wireless PCS, LLC, Suite 13-F West Tower, 575 Morosgo Drive, Atlanta, Georgia 30324, and ORANGE COUNTY, NORTH CAROLINA ("Property Owner"), with a mailing address of P.O. Box 8181, Hillsborough,North Carolina 27278. WHEREAS, Landlord and BellSouth Carolinas PCS, L.P., a Delaware limited liability company, d/b/a BellSouth Mobility DCS ("BellSouth"), entered into that certain Option and Lease Agreement dated November 6, 1998 (as amended and assigned, the "Agreement"), whereby Original Landlord leased to BellSouth a portion of that property (said leased portion being the "Property") located at 225 Culbreth Road (Parcel ID # 9777-99-9032), Chapel Hill, Orange County, North Carolina, which property is described in Book 5743, Page 496 in the Orange County Register of Deeds ("Registry"), together with those certain access, utility and/or maintenance easements and/or rights of way granted in the Agreement. The Agreement is evidenced by, and the Property is described in, that Memorandum and Amendment of Lease ("First Amendment") recorded on January 22, 1999, in Book 1861, Page 586 of the Registry, which amended the description of the Property and established the commencement date of the Agreement as November 19, 1998; and WHEREAS, Landlord conveyed its right, title, and interest in the Property to Property Owner pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Property Owner and Landlord entered into that certain Lease recorded on January 15, 2014 ("Orange County Lease"), in the Registry in Book 5743, Page 518, whereby Property Owner leased the underlying property, which contains the Property, to Landlord; and WHEREAS, Property Owner and Landlord have entered into an Assignment Agreement of even date herewith, whereby Property Owner assigned all of its right, title and interest in the Agreement to Landlord; and WHEREAS, the term of the Agreement commenced on November 19, 1998, and has an original term, including all extension terms, that will expire on November 18, 2023 ("Original Term"), and Landlord and Tenant now desire to amend the terms of the Agreement to provide for additional extension terms beyond the Original Term, and to make other changes. NOW THEREFORE, in exchange for the mutual promises contained herein, Landlord, Tenant and Property Owner agree to amend the Agreement as follows: Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 1 PPAB 4180506V3 36 1. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The recitals in this Second Amendment are incorporated herein by this reference. 2. The first sentence of Section 3 of the Agreement is replaced with the following: TENANT shall have the option to extend the term of this Agreement for seven (7) additional consecutive five (5) year periods, and then for one (1) additional period commencing on November 19, 2038, and expiring twenty-five (25) years from the Effective Date of the Second Amendment (as defined in the Second Amendment). The parties agree that the intent of the foregoing is to extend the term of the Agreement to expire twenty-five (25) years from the Effective Date of this Second Amendment. 3. As additional consideration for amending the Agreement in accordance with this Second Amendment, on November 1, 2018, the annual rent shall increase to Forty-One Thousand Four Hundred and 12/100 Dollars ($41,400.12) per year. Following such increase, the annual rent shall continue to adjust pursuant to the terms of the Agreement. This rent increase replaces and is in lieu of the regular rent increase scheduled to occur pursuant to the Agreement in 2018. 4. Section 4 of the Agreement is amended by deleting the rent for the fourth rental term and the sentence at the end of Section 4 and adding the following in its place: Commencing on November 1, 2019, and every year thereafter (each an "Adjustment Date"), the annual rent shall increase by an amount equal to three and one-half percent(3.5%) of the annual rent in effect for the year immediately preceding the Adjustment Date. Beginning November 1, 2018, the parties agree that rent will be paid annually. 5. Section 5 of the Agreement is amended by replacing "fourth (4th)" in each place it appears with"final". 6. The parties agree to amend the description of the Property to be as shown as the "Lease Area" in Exhibit A attached hereto and incorporated herein, and described as the "Lease Area" by metes and bounds on Exhibit B attached hereto and incorporated herein, and Landlord does hereby lease same to Tenant for those uses provided for in the Agreement. Exhibit A and Exhibit B attached to this Second Amendment shall replace any and all descriptions of the Property. 7. (a) The parties agree to amend the description of the Right of Way, as same was amended in the First Amendment, to reflect the access and utility easement shown as the "Access/Utility Easement" in Exhibit A attached hereto and described as the "Access/Utility Easement" by metes and bounds in Exhibit B attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Agreement, Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 2 PPAB 4180506V3 37 including, without limitation, those terms provided for in Section 1 of the Agreement. The description of the Right of Way attached hereto as Exhibit A and Exhibit B shall replace the description of the Right of Way attached as Exhibit A to the Agreement. (b) In addition to any easements and rights of way granted in the Agreement for utilities, Landlord does hereby grant an easement and right of way to Tenant, its successors and assigns, for the benefit and use by Tenant and its affiliates, and each of their employees, agents, representatives, customers, sublessees, licensees, contractors and subcontractors, for the right to install, replace and maintain utility wires, poles, cables, conduits and pipes in, on and under said easement and right of way, as same is shown as the "Utility Easement" in Exhibit A attached hereto and described as the "Utility Easement" by metes and bounds on Exhibit B attached hereto; provided, however, in the event the location(s) of any of Tenant's or its subtenants' or licensees' existing utility routes are not depicted or described on Exhibit A or Exhibit B, Tenant's easement rights over such area(s) shall remain in full force and effect. 8. Section 21 of the Agreement is amended by deleting Tenant's notice addresses in their entirety and replacing them with the following: TENANT: AT&T Network Real Estate Administration Re: 10017380 Suite 13-F West Tower 575 Morosgo Drive Atlanta, Georgia 30324 WITH A COPY TO: AT&T Legal Department-Network Attn: Network Counsel Re: 10017380 208 S. Akard Street Dallas, Texas, 75202-4206 WITH A COPY TO: Crown Castle South LLC c/o Crown Castle USA Inc. General Counsel Attn: Legal-Real Estate Department 2000 Corporate Drive Canonsburg, Pennsylvania 15317-8564 9. The Agreement is amended by adding a new Section 27 to the end thereto: 27. Insurance. TENANT shall, at its expense, maintain commercial general liability insurance with liability limits of not less than Three Million Dollars ($3,000,000) for injury to or death of one or more persons and for damage to or destruction of property in any one occurrence, which limits may be met by a combination of primary and excess or umbrella insurance. LANDLORD shall be named as an additional insured, as its interest may appear, and the policies shall contain cross liability provisions. TENANT may carry said Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 3 PPAB 4180506V3 38 insurance under a blanket policy. Insurance required hereunder shall be maintained by insurance companies rated A or better by A.M. Best Rating Services. TENANT shall deliver to LANDLORD, upon request, certificates evidencing the existence and amounts of such insurance. The policy shall provide thirty (30) days prior written notice of cancellation when the insurer cancels for any reason other than non-payment of premium to LANDLORD. TENANT shall have the right to fulfill its insurance obligation under this paragraph pursuant to self-insurance, provided that TENANT shall have satisfied all requirements of any applicable law, regulation or direction relating to self-insurance. If TENANT elects self-insurance, TENANT shall provide LANDLORD with a letter of self- insurance at any time within thirty(30) days after LANDLORD's request thereof. The letter of self-insurance shall describe the program which TENANT proposes to institute, which program shall establish coverage protection for LANDLORD in amounts not less than the limits hereinabove set forth. LANDLORD shall have the right to review and approve any proposed self-insurance program, with such review and approval not to be unreasonably withheld. 10. As additional consideration for amending the Agreement in accordance with this Second Amendment, Tenant agrees to pay to Landlord Twenty-Five Thousand and 00/100 Dollars ($25,000.00) ("Signing Bonus") within sixty (60) days of full execution of this Second Amendment by the parties. Landlord acknowledges that the Signing Bonus may be paid by Crown Castle South LLC, a Delaware limited liability company("Crown"), on behalf of Tenant. By signing this Second Amendment, Landlord agrees to accept the Signing Bonus from Crown, and Landlord further agrees that the acceptance by Landlord of the Signing Bonus will be a complete accord and satisfaction of that said obligation. Upon payment of the Signing Bonus, Landlord waives and releases Tenant and Crown from any and all claims Landlord may have pursuant to the Agreement (or otherwise)related to or arising out of the Signing Bonus. 11. Upon expiration or termination of the Orange County Lease, the Agreement will continue in full force and effect notwithstanding such expiration or termination, and the party then in possession of the Property shall automatically assume all rights and obligations of Landlord under the Agreement without any interruption in the term or Tenant's possession under the Agreement. 12. Representations, Warranties and Covenants of Landlord. Landlord represents, warrants and covenants to Tenant as follows: (a) Landlord is duly authorized to and has the full power and authority to enter into this Second Amendment and to perform all of Landlord's obligations under the Agreement as amended hereby. (b) Tenant is not currently in default under the Agreement, and to Landlord's knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Tenant under the Agreement. Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 4 PPAB 4180506V3 39 13. Representations, Warranties and Covenants of Property Owner. Property Owner represents, warrants and covenants to Tenant as follows: (a) Property Owner is duly authorized to and has the full power and authority to enter into this Second Amendment and to bind Property Owner. (b) Except as expressly identified in this Second Amendment, Property Owner owns the Property free and clear of any mortgage, deed of trust, or other lien secured by any legal or beneficial interest in the Property, or any right of any individual, entity or governmental authority arising under an option, right of first refusal, lease, license, easement or other instrument other than any rights of Tenant arising under the Agreement as amended hereby and the rights of utility providers under recorded easements. (c) Property Owner acknowledges that the Property, as defined, shall include any portion of Property Owner's property on which communications facilities or other Tenant improvements exist on the date of this Second Amendment. 14. Property Owner does hereby consent to Landlord's lease of the Property to Tenant, as amended herein,pursuant to Section 10.1 of the Orange County Lease. 15. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this Second Amendment and at such other times as may be reasonably requested by Tenant. In the event the Property is transferred, the succeeding Landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form W-9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from Rent payments. 16. In all other respects, the remainder of the Agreement shall remain in full force and effect. Any portion of the Agreement that is inconsistent with this Second Amendment is hereby amended to be consistent with this Second Amendment. All of the provisions hereof shall inure to the benefit of and be binding upon Landlord and Tenant, and their personal representatives, heirs, successors and assigns. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, it being understood that all parties need not sign the same counterparts. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 5 PPAB 4180506V3 40 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal and have caused this Second Amendment to be duly executed on the day and year first written above. Landlord: Chapel Hill—Carrboro City Schools Board of Education By: (SEAL) Print Name Title Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 6 PPAB 4180506V3 41 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal and have caused this Second Amendment to be duly executed on the day and year first written above. Tenant: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation, a Delaware corporation Its: Manager By: (SEAL) Gram Meadors AVP Sourcing Operations, Strategic Lease Management Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 7 PPAB 4180506V3 42 IN WITNESS WHEREOF, Landlord, Tenant and Property Owner have signed this instrument under seal and have caused this Second Amendment to be duly executed on the day and year first written above. Property Owner: Orange County, North Carolina By: (SEAL) Print Name Title Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 8 PPAB 4180506V3 43 EXHIBIT A [ATTACHED HERETO] S Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3 44 EXHIBIT B PAGE 1 OF 2 LEASE AREA A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO THE POINT OF BEGINNING; THENCE, S 89° 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE,N 000 26' 41" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE,N 89° 33' 19" E FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE S 000 26' 41" E A DISTANCE OF 21.16 FEET TO THE POINT OF BEGINNING, CONTAINING 448 SQFT -AND- 0.010 ACRES. ACCESS/UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO A POINT ON A PREVIOUSLY MENTIONED 448 SQFT LEASE AREA; THENCE, ALONG SAID LEASE AREA, THENCE, S 890 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 21.16 FEET TO THE POINT OF BEGINNING; THENCE, ALONG SAID LEASE AREA, S 00° 26' 41" E FOR A DISTANCE OF 20.00 FEET TO A POINT; THENCE, DEPARTING SAID LEASE AREA, N 79° 34' 04" W FOR A DISTANCE OF 164.90 FEET TO A POINT; THENCE,N 540 27' 36" W FOR A DISTANCE OF 61.27 FEET TO A POINT; THENCE,N 08° 59' 25" E FOR A DISTANCE OF 135.12 FEET TO A POINT; THENCE, N 04° 29' 35" E FOR A DISTANCE OF 869.57 FEET TO A POINT ON THE PUBLIC RIGHT OF WAY OF CULBRETH ROAD, A DEDICATED PUBLIC RIGHT OF WAY; THENCE, ALONG SAID RIGHT OF WAY, S 77° 53' 42" E FOR A DISTANCE OF 20.18 FEET TO A POINT; S Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3 45 EXHIBIT B PAGE 2 OF 2 THENCE, DEPARTING SAID RIGHT OF WAY, S 04° 29' 35" W FOR A DISTANCE OF 867.68 FEET TO A POINT; THENCE, S 08° 59' 25" W FOR A DISTANCE OF 123.54 FEET TO A POINT; THENCE, S 54° 27' 36" E FOR A DISTANCE OF 44.41 FEET TO A POINT; THENCE S 790 25' 48" E A DISTANCE OF 156.71 FEET TO THE POINT OF BEGINNING, CONTAINING 24,205 SQFT -AND- 0.556 ACRES. UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO A POINT ON A 448 SQFT LEASE AREA; THENCE, ALONG SAID LEASE AREA, S 89° 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 89° 33' 19" E FOR A DISTANCE OF 7.00 FEET TO THE POINT OF BEGINNING; THENCE, DEPARTING SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 16.41 FEET TO A POINT; THENCE,N 890 33' 19" E FOR A DISTANCE OF 5.00 FEET TO A POINT; THENCE, S 000 26' 41" E FOR A DISTANCE OF 16.41 FEET TO A POINT ON A PREVIOUSLY MENTIONED LEASE AREA; THENCE, ALONG SAID LEASE AREA, S 89° 33' 19" W FOR A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING, CONTAINING 82 SQFT -AND- 0.002 ACRES. S Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3 46 Prepared by: Parker Poe Adams&Bernstein LLP P.O.Box 389 Raleigh,NC 27602 Return to: Crown Castle 1220 Augusta, Suite 500 Houston,Texas 77057 Parcel ID: 9777-99-9032 Cross-Index Book 1861,Page 586 MEMORANDUM OF SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT THIS MEMORANDUM OF SECOND AMENDMENT TO OPTION AND LEASE AGREEMENT ("Amended Memorandum") is made effective this day of 12018, by and between the CHAPEL HILL— CARRBORO CITY SCHOOLS BOARD OF EDUCATION ( "Landlord"), with a mailing address of 750 South Merritt Mill Road, Chapel Hill, North Carolina 27516, NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, and the successor by merger with Bellsouth Personal Communications LLC, a Delaware limited liability company, dated December 31, 2004, for itself and as general partner of BellSouth Carolinas PCS, L.P., a Delaware limited partnership ("Tenant"), with a mailing address of New Cingular Wireless, Suite 13-F West Tower, 575 Morosgo Drive, Atlanta, GA 30324, and ORANGE COUNTY, NORTH CAROLINA ("Property Owner"), with a mailing address of P.O. Box 8181, Hillsborough,North Carolina 27278. WHEREAS, Landlord and BellSouth Carolinas PCS, L.P., a Delaware limited liability company, d/b/a BellSouth Mobility DCS ("BellSouth"), entered into that certain Option and Lease Agreement dated November 6, 1998 (as amended and assigned, the "Agreement"), whereby Original Landlord leased to BellSouth a portion of that property (said leased portion being the "Property") located at 225 Culbreth Road (Parcel ID # 9777-99-9032), Chapel Hill, Orange County, North Carolina, which property is described in Book 5743, Page 496 in the Orange County Register of Deeds ("Registry"), together with those certain access, utility and/or maintenance easements and/or rights of way granted in the Agreement. The Agreement is evidenced by, and the Property is described in, that Memorandum and Amendment of Lease S Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 1 PPAB 4180506V3 47 ("First Amendment") recorded on January 22, 1999, in Book 1861, Page 586 of the Registry, which amended the description of the Property and established the commencement date of the Agreement as November 19, 1998; and WHEREAS, Landlord conveyed its right, title, and interest in the Property to Property Owner pursuant to that North Carolina General Warranty Deed recorded on January 15, 2014, in the Registry in Book 5743, Page 496; and WHEREAS, Property Owner and Landlord entered into that certain Lease recorded on January 15, 2014 ("Orange County Lease"), in the Registry in Book 5743, Page 518, whereby Property Owner leased the underlying property, which contains the Property, to Landlord; and WHEREAS, Property Owner and Landlord have entered into an Assignment Agreement of even date herewith, whereby Property Owner assigned all of its right, title and interest in the Agreement to Landlord; and WHEREAS, the term of the Agreement commenced on November 19, 1998, and has an original term, including all extension terms, that will expire on November 18, 2023 ("Original Term"), and Landlord and Tenant now desire to amend the terms of the Agreement to provide for additional extension terms beyond the Original Term, and to make other changes. WHEREAS, Landlord, Tenant and Property Owner made and entered into a Second Amendment to Option and Lease Agreement of even date herewith ("Second Amendment") and pursuant to the terms of, and for that consideration recited in, the Second Amendment, the parties wish to hereby amend certain provisions of the Agreement, and provide this Amended Memorandum as notice thereof, as follows: 1. Landlord does hereby lease and grant unto Tenant, its successors and assigns, the Property for three (3) additional five (5) year extension terms beyond the Original Term, immediately followed by one (1) additional period commencing on November 19, 2038, and expiring twenty-five (25) years from the Effective Date of the Second Amendment (as defined in the Second Amendment), such that the Original Term and all extension terms of the Agreement shall expire twenty-five (25) years from the Effective Date of the Second Amendment in the year 2043,unless sooner terminated as provided in the Agreement. 2. The parties agree to amend the description of the Property to be as shown as the "Lease Area" in Exhibit A attached to the Second Amendment and attached hereto and incorporated herein, and described as the "Lease Area" by metes and bounds on Exhibit B attached to the Second Amendment and attached hereto and incorporated herein, and Landlord does hereby lease same to Tenant for those uses provided for in the Agreement. Exhibit A and Exhibit B attached to the Second Amendment attached hereto shall replace any and all descriptions of the Property. 3. (a) The parties agree to amend the description of the Right of Way, as same was amended in the First Amendment, to reflect the access and utility easement shown as the Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 2 PPAB 4180506V3 48 "Access/Utility Easement" in Exhibit A attached to the Second Amendment and attached hereto and described as the "Access/Utility Easement"by metes and bounds in Exhibit B attached to the Second Amendment and attached hereto, and Landlord does hereby grant said easement for those uses provided for and in accordance with the terms of the Agreement, including, without limitation, those terms provided for in Section 1 of the Agreement. The description of the Right of Way attached hereto as Exhibit A and Exhibit B shall replace the description of the Right of Way attached as Exhibit A to the Agreement. (b) In addition to any easements and rights of way granted in the Agreement for utilities, Landlord does hereby grant an easement and right of way to Tenant, its successors and assigns, for the benefit and use by Tenant and its affiliates, and each of their employees, agents, representatives, customers, sublessees, licensees, contractors and subcontractors, for the right to install, replace and maintain utility wires, poles, cables, conduits and pipes in, on and under said easement and right of way, as same is shown as the "Utility Easement" in Exhibit A attached to the Second Amendment and attached hereto and described as the "Utility Easement" by metes and bounds on Exhibit B attached to the Second Amendment and attached hereto; provided, however, in the event the location(s) of any of Tenant's or its subtenants' or licensees' existing utility routes are not depicted or described on Exhibit A or Exhibit B, Tenant's easement rights over such area(s) shall remain in full force and effect. 4. This Amended Memorandum contains only selected provisions of the Second Amendment, and reference is made to the full text of the Agreement and the Second Amendment for their full terms and conditions, which are incorporated herein by this reference. Except as otherwise provided in the Second Amendment and this Amended Memorandum, the terms and conditions of the Agreement remain in full force and effect. This Amended Memorandum may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, it being understood that all parties need not sign the same counterparts. A copy of the Agreement and its amendments are located at the office of the Tenant. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 3 PPAB 4180506V3 49 IN WITNESS WHEREOF, the parties hereto have signed this instrument under seal and have executed this Amended Memorandum as of the date first above written. Landlord: Chapel Hill—Carrboro City Schools Board of Education By: (SEAL) Print Name Title STATE OF COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of Second Amendment to Option and Lease Agreement under seal: Chapel Hill — Carrboro City Schools Board of Education, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 4 PPAB 4180506V3 50 IN WITNESS WHEREOF, the parties hereto have signed this instrument under seal and have executed this Amended Memorandum as of the date first above written. Tenant: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation, a Delaware corporation Its: Manager By: (SEAL) Gram Meadors AVP Sourcing Operations, Strategic Lease Management STATE OF COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he signed the foregoing Memorandum of Second Amendment to Option and Lease Agreement under seal: New Cingular Wireless PCS, LLC, a Delaware limited liability company, by its Manager, AT&T Mobility Corporation, a Delaware corporation, by Gram Meadors, its AVP Sourcing Operations, Strategic Lease Management. Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 5 PPAB 4180506V3 51 IN WITNESS WHEREOF, the parties hereto have signed this instrument under seal and have executed this Amended Memorandum as of the date first above written. Property Owner: Orange County,North Carolina By: (SEAL) Print Name Title STATE OF COUNTY OF I certify that the following person(s) personally appeared before me this day, each acknowledging to me that he or she signed the foregoing Memorandum of Second Amendment to Option and Lease Agreement under seal: Orange County, North Carolina, by its Date: By: Print Name: Notary Public [SEAL OR STAMP] My Commission Expires: Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 6 PPAB 4180506V3 52 EXHIBIT A [ATTACHED HERETO] Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3 53 EXHIBIT B PAGE 1 OF 2 LEASE AREA A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO THE POINT OF BEGINNING; THENCE, S 89° 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE,N 000 26' 41" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE,N 89° 33' 19" E FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE S 000 26' 41" E A DISTANCE OF 21.16 FEET TO THE POINT OF BEGINNING, CONTAINING 448 SQFT -AND- 0.010 ACRES. ACCESS/UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO A POINT ON A PREVIOUSLY MENTIONED 448 SQFT LEASE AREA; THENCE, ALONG SAID LEASE AREA, THENCE, S 890 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 21.16 FEET TO THE POINT OF BEGINNING; THENCE, ALONG SAID LEASE AREA, S 00° 26' 41" E FOR A DISTANCE OF 20.00 FEET TO A POINT; THENCE, DEPARTING SAID LEASE AREA, N 79° 34' 04" W FOR A DISTANCE OF 164.90 FEET TO A POINT; THENCE,N 540 27' 36" W FOR A DISTANCE OF 61.27 FEET TO A POINT; THENCE,N 08° 59' 25" E FOR A DISTANCE OF 135.12 FEET TO A POINT; THENCE, N 04° 29' 35" E FOR A DISTANCE OF 869.57 FEET TO A POINT ON THE PUBLIC RIGHT OF WAY OF CULBRETH ROAD, A DEDICATED PUBLIC RIGHT OF WAY; THENCE, ALONG SAID RIGHT OF WAY, S 77° 53' 42" E FOR A DISTANCE OF 20.18 FEET TO A POINT; Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3 54 EXHIBIT B PAGE 2 OF 2 THENCE, DEPARTING SAID RIGHT OF WAY, S 04° 29' 35" W FOR A DISTANCE OF 867.68 FEET TO A POINT; THENCE, S 08° 59' 25" W FOR A DISTANCE OF 123.54 FEET TO A POINT; THENCE, S 54° 27' 36" E FOR A DISTANCE OF 44.41 FEET TO A POINT; THENCE S 790 25' 48" E A DISTANCE OF 156.71 FEET TO THE POINT OF BEGINNING, CONTAINING 24,205 SQFT -AND- 0.556 ACRES. UTILITY EASEMENT A PORTION OF ALL THAT CERTAIN PARCEL OF LAND LYING IN THE TOWN OF CHAPEL HILL, COUNTY OF ORANGE, STATE OF NORTH CAROLINA, DESCRIBED IN DEED BOOK 5743 PAGE 496, FURTHER DESCRIBED AS: COMMENCING FROM AN EXISTING IRON PIPE, FOUND ON SOUTHERN MOST PROPERTY CORNER OF SAID PROPERTY, AND HAVING NORTH CAROLINA STATE PLANE COORDINATES E:1980550' -AND-N:778289'; THENCE, N 250 44' 44" W FOR A DISTANCE OF 149.59 FEET TO A POINT ON A 448 SQFT LEASE AREA; THENCE, ALONG SAID LEASE AREA, S 89° 33' 19" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 21.16 FEET TO A POINT; THENCE, ALONG SAID LEASE AREA, N 89° 33' 19" E FOR A DISTANCE OF 7.00 FEET TO THE POINT OF BEGINNING; THENCE, DEPARTING SAID LEASE AREA, N 00° 26' 41" W FOR A DISTANCE OF 16.41 FEET TO A POINT; THENCE,N 890 33' 19" E FOR A DISTANCE OF 5.00 FEET TO A POINT; THENCE, S 000 26' 41" E FOR A DISTANCE OF 16.41 FEET TO A POINT ON A PREVIOUSLY MENTIONED LEASE AREA; THENCE, ALONG SAID LEASE AREA, S 89° 33' 19" W FOR A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING, CONTAINING 82 SQFT -AND- 0.002 ACRES. Site Name: Chapel Hill 368-207 Crown BU: 813283 Cingular Site: 10017380 PPAB 4180506V3