EXHIBIT 2.6
EXECUTION COPY
AMENDMENT NO. 3 TO THE AGREEMENT TO SUBLEASE
This Amendment No. 3 to the Agreement to Sublease dated as of
August 25, 2000, among SBC Wireless, Inc., a Delaware corporation (predecessor
entity to SBC Wireless LLC, a Delaware limited liability company), for itself
and on behalf of the other Sublessor Entities, SpectraSite Holdings, Inc., and
Southern Towers, Inc., as previously amended by (i) Amendment No. 1 dated
December 14, 2000, (ii) Amendment No. 2 dated November 14, 2001, and (iii)
certain letter agreements among the parties hereto (as amended and modified, the
"Agreement") is made and entered into as of January 31, 2002. Unless otherwise
defined herein, defined terms shall have such meanings ascribed to them in the
Agreement.
WHEREAS, SBCW, TowerCo and TowerCo Parent desire to amend the
Agreement as more particularly set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:
1. Annex A.
The Excluded Sites listed on Exhibit 1 hereto are
hereby deleted from Annex A to the Agreement and the Substitute Sites
listed on Exhibit 2 hereto are hereby added to Annex A to the
Agreement.
2. Continuing Effect of Agreement.
This Amendment shall not constitute an amendment or
modification of any other provision of the Agreement not expressly
referred to herein. Except as expressly amended or modified herein, the
provisions of the Agreement are and shall remain in full force and
effect.
3. Counterparts.
This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts and all such
counterparts shall be deemed to be one and the same instrument. Each
party hereto confirms that any facsimile copy of such party's executed
counterpart of this Amendment (or its signature page thereof) shall be
deemed to be an executed original thereof.
4. Governing Law.
This Amendment shall be governed by, and interpreted
and construed in accordance with, the laws of the State of New York,
without regard to conflicts of laws or rules.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first above written.
SBC WIRELESS, LLC,
for itself and on behalf of the
Sublessor Entities
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, as attorney-in-fact
SBC TOWER HOLDINGS LLC
By: /s/ Xxxxx Xxx
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Xxxxx Xxx
Vice President
SOUTHERN TOWERS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
SPECTRASITE HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
