Data Services Affiliate Oversight Group

Data Services Affiliate Oversight Group

Addendum License Agreement (Space and Assets)

SBC Advanced Solutions, Inc. to SBC California

ASI/PB090104

GSA Contract No. ASI000390

September 01, 2004

THIS ADDENDUM LICENSE AGREEMENT (the “License” or “Agreement”) dated as of September 1, 2004, is between SBC Advanced Solutions, Inc., a Delaware corporation and an affiliate of SBC California (“Licensor”), and PACIFIC BELL TELEPHONE COMPANY, a California corporation (“SBC California” or “Licensee”), with reference to the following facts:

RECITALS

A. SBC Advanced Solutions, Inc. owns or leases certain improved real properties (“Building(s)”) and owns certain assets, including without limitation, capital assets, expense assets, software assets, intellectual properties, and other anticipated expenditures (“Assets”);

B. SBC California is desirous of licensing certain space and/or Assets within the Building(s), and SBC Advanced Solutions, Inc. is desirous of licensing certain space and/or Assets within the Buildings to Licensee.

C. This License is added to and shall be considered part of the General Services Agreement Contract Number ASI000390 between the parties.

AGREEMENTS

NOW, THEREFORE, based upon the foregoing recitals and for good and valuable consideration which is hereby acknowledged and in consideration of the terms, conditions, and covenants as herein provided, the parties agree as follows:

1. License.

1.1 Space. Subject to the terms and conditions of any leases affecting the Building(s) or other applicable contracts concerning Assets (collectively, “Third Party Contracts”), SBC Advanced Solutions, Inc. licenses to SBC California the non-exclusive right to use and occupy the administrative and/or central office space within the Buildings (“Space”) described in Exhibit “A”, as amended from time to time, attached hereto and incorporated by reference, together with the non-exclusive right to use all common areas and other amenities within the Building(s) used in common by other occupants of the Building(s).

1.2 Assets. SBC Advanced Solutions, Inc. licenses to SBC California the non-exclusive right of use and enjoyment of the assets described in Exhibits “B”, “C”, “D”, and “E”, as amended from time to time attached hereto and incorporated by reference.

1.3 License. Notwithstanding anything contained herein to the contrary, this License shall not confer or be deemed to confer any property interest or right in SBC Advanced Solutions, Inc.’s Building(s), Space or Assets, and SBC California hereby acknowledges that the rights conferred hereunder shall constitute merely a license to use the Space and Assets solely for the purposes set forth herein.

2. Use.

2.1 Use. Subject to applicable Third Party Contracts and assurance that use will not interfere with our use (or the use of our lessees or other licenses) of non-licensed property at the same location, the Space and Assets may be used by SBC California for any purpose and design of that particular Space or Asset, subject only to restrictions of applicable Third Party Contracts.

2.2 Compliance with Laws. SBC California shall not use the Space or Assets, or any part thereof, or suffer or permit SBC California’s agents or contractors to do anything in or about the Space or with the Assets that would be in violation or breach of any applicable Third Party Contract, or any applicable law, statute, zoning restriction, ordinance, or governmental law, code, rule or regulation affecting the condition, use or occupancy of the Space. SBC California shall not commit any public or private nuisance or any other act or practice which might or would materially disturb the quiet enjoyment of any occupant of the Building(s).

3. Term.

3.1 Termination. The term (“Term”) of the License shall commence on the date shown on Exhibit A and/or B, and shall continue until terminated by either of the parties.

3.2 Revocability of License. Notwithstanding any other provision of this License to the contrary, SBC Advanced Solutions, Inc. reserves the right to terminate this License or the licensing of any Space or Asset identified on Exhibits “A”, “B”, “C”, “D”, and/or “E”, upon written notice to Licensee. This License and the licensing of Space and Assets identified on Exhibits “B”, “C”, “D”, and “E”, are made conditional upon the right of SBC Advanced Solutions, Inc., either upon order of the California Public Utilities Commission or upon its own decision to commence or resume the use of such space and/or assets whenever, in the interest of its patrons or customers, it shall appear necessary or desirable to do so. SBC California may terminate this License at any time upon 30 day written notice to SBC Advanced Solutions, Inc.

4. Fees.

4.1 Space. SBC California shall pay SBC Advanced Solutions, Inc. a license fee in accordance with all rules, decisions and regulations related to transactions between SBC California and affiliated companies (“Affiliate Transaction Rules”) as set forth in Exhibit “A”. Licensee shall pay such fees and charges in the manner required by such Affiliate Transaction Rules and practices.

4.2 Assets. SBC California shall pay SBC Advanced Solutions, Inc. a license fee in accordance with all Affiliate Transaction Rules as set forth in Exhibit “B” “C”, “D”, and “E”. SBC California shall pay such fees and charges in the manner required by such Affiliate Transaction Rules and practices.

4.3 Other Charges. All charges and other monetary obligations provided for hereunder, including without limitation, any reimbursements owed by SBC California to SBC Advanced Solutions, Inc. shall constitute a covenant by SBC California and condition of SBC Advanced Solutions, Inc.’s performance hereunder.

5. Improvements and Utilities.

5.1 Improvements. Subject to prior written approval of SBC Advanced Solutions, Inc. and the Affiliate Transaction Rules, at its sole cost and expense, SBC California shall have the right to attach, install and construct alterations and improvements to and on the Space (“Improvements”). All of SBC California’s work conducted within the Space or in connection with this License shall be performed lien free in a good workmanlike manner and in compliance with all applicable Third Party Contracts, laws, regulations, and codes. All Improvements installed shall immediately become the property of SBC Advanced Solutions, Inc. but such improvements shall be subject to the License granted herein.

5.2 Utilities and Building Services. Subject to Affiliate Transaction Rules regarding the payment of charges or reimbursement of charges and any applicable leases or contracts, unless otherwise agreed to by the parties, SBC Advanced Solutions Inc. shall furnish utility services to the Space, maintain and repair all common areas of the Building(s), and operate, maintain and repair the Building and all Building systems (e.g. electrical, mechanical, structural, heating, ventilation and air conditioning) under the same standards, policies and procedures it applies to non-licensed space.

6. Surrender. Upon the termination of this License or any right to use Space or Assets, SBC California shall vacate and surrender the affected Space and/or Assets to SBC Advanced Solutions, Inc. in good condition and repair, ordinary wear and tear excepted. SBC California shall repair at its expense any and all damage to the Space or Asset caused by SBC California.

7. Assignment. SBC California may not transfer, convey, or assign this License or any rights contained in this License, sublicense any Space or Asset, hypothecate, or encumber any rights or licenses contained herein, or otherwise subject any Space or Asset to a lien, deed of trust, mortgage, security interest or assignment; except that SBC California may transfer, convey, sublicense, and assign any rights hereunder to any other direct or indirect subsidiary of SBC Communications Inc. subject only to the terms and conditions of applicable Third Party Contracts.

8. Repairs, Maintenance, and Operations. At its sole cost and expense, SBC California shall keep and maintain the Space in good, neat, clean and sanitary condition, including without limitation, all necessary repairs. SBC California shall maintain all Assets in good working order and condition, and shall repair and replace all Assets, as necessary, at its sole cost and expense.

9. Environmental .

9.1 Compliance with Environmental Laws. Except with the written permission of SBC Advanced Solutions, Inc., SBC California shall not use, generate, manufacture, produce, store, release, discharge, or dispose of any Hazardous Materials (as defined below), on, under or about the Space or Building, or transport to or from the Space any Hazardous Materials (as defined below) or allow its employees, agents, or contractors, to do so except in compliance with any and all Environmental Laws (as defined below) and this License.

9.2 Environmental Laws. “Environmental Laws” mean all applicable statutes, regulations, rules, ordinances, codes relating to the protection of human health or the environment.

9.3 Hazardous Materials. “Hazardous Material” means any chemical substance: (i) the presence of which requires investigation, regulation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; (ii) which is or becomes defined as a “hazardous waste” or “hazardous substance” under any federal, state or local statute, regulation or ordinance or amendments thereto.

10. Miscellaneous.

10.1 No Third Party Beneficiaries. Nothing contained in this License is intended or shall be construed as creating or conferring any property or possessory interest in the Space or Assets, any rights, benefits or remedies upon any person or entity not a party to this License, unless otherwise expressly set forth herein.

10.2 Entire Agreement. Except as otherwise provided, this Agreement (including any associated affiliate transaction General Services agreement) embodies the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior negotiations, expressions of intent, representations, or agreements between the parties hereto, and accordingly there are no oral or written agreements existing between the parties regarding the subject matter hereof as of the date hereof which are not expressly set forth herein and covered hereby. And further, it is agreed that the provisions of this Agreement may not be altered except by a written instrument duly executed by the parties hereto.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.4 Binding on Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of each party.

10.5  Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this License as of the date first above written.

LICENSOR: / LICENSEE;LICENSEE:
SBC Advanced Solutions, Inc. / Pacific Bell Telephone Company Pacific Bell Telephone Company
By: / By: By:
Name: / Thomas Kuckelman / Name:Name: / John Berringer
Title: / Vice President – Finance, Data Services / Title:Title: / VP-SVC OPS NORTHERN CA AND
NEVADA

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