Schedule No - AT&T



SERVICES: LICENSE AGREEMENT

(SPACE AND ASSETS)

. THIS LICENSE AGREEMENT (the “License”) dated as of April 1, 2000, is between PACIFIC BELL TELEPHONE COMPANY, a California corporation (“Pacific Bell Telephone Company”), and SBC ADVANCED SOLUTIONS, INC., a Delaware corporation (“SBC ASI”), with reference to the following facts:

RECITALS

A. Pacific Bell Telephone Company 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. The parties intend to transfer to SBC ASI the performance of certain functions currently being performed internally by Pacific Bell Telephone Company at Pacific Bell Telephone Company Buildings utilizing Pacific Bell Telephone Company Assets;

C. In connection with the functional transfer of services to SBC ASI, Pacific Bell Telephone Company is seeking or will be seeking approval from the California Public Utilities Commission (“CPUC”) pursuant to Section 851 of the Public Utilities Code for the lease of portions of Buildings where these functions are being performed (“Space”) and the transfer of Assets to SBC ASI; and

D. Pending approval by the CPUC of its application(s) pursuant to Section 851the parties desire to license the use of Space and Assets to SBC ASI.

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”), Pacific Bell Telephone Company licenses to SBC ASI the right to use and occupy the Space (individually and collectively) described and depicted in Exhibit “A” (as may be 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. Pacific Bell Telephone Company licenses to SBC ASI Assets described and depicted in Exhibit “B” (as may be amended from time to time), attached hereto and incorporated by reference. For purposes of this License, Assets shall include (i) capital assets which are classified as assets under the Uniform System of Accounts for Telephone Companies (Part 32) whose original cost exceeds $2,000 (and $500 for personal computers), (ii) expense assets whose original cost is $2,000 or less (and less than $500 for personal computers) such as furniture, office equipment, computer peripheral equipment, tools and office supplies, (iii) software licenses for mainframe computers, mid-range systems and PC desktop including a perpetual license for a software development tool, and (iv) intellectual properties.

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 Pacific Bell Telephone Company’s Building(s), Space or Assets, and SBC ASI 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, the Space may be used by SBC ASI for any administrative and other general office purposes, including without limitation, the right to install, construct, add, maintain, repair and remove trade fixtures, improvements, alterations, furniture, and other personal property, and for no other purpose. SBC ASI may use the Assets in any manner consistent with the intended purpose and design of that particular Asset, subject only to restrictions of applicable Third Party Contracts.

2.2 Compliance with Laws. SBC ASI shall not use the Space or Assets, or any part thereof, or suffer or permit SBC ASI’ 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 ASI 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. Subject to early termination rights of the parties, the term (“Term”) of the License shall commence on the date first shown above, and shall continue until terminated by either party or CPUC approval of its application(s) pursuant to Section 851has occurred, whichever is first to occur.

3.2 Recovability of License. Notwithstanding any other provision of this License to the contrary, Pacific Bell Telephone Company reserves the right to terminate this License or the licensing of any Space or Asset subject to this License, at any time for any reason or no reason whatsoever, upon written notice to SBC ASI. SBC ASI may terminate this License at any time upon written notice to Pacific Bell Telephone Company.

4. Fees.

4.1 Space. SBC ASI shall pay Pacific Bell Telephone Company a license fee as set forth in Exhibit “A”, plus all other applicable charges in compliance with all rules, decisions and regulations related to transactions between Pacific Bell Telephone Company and affiliated companies (“Affiliate Transaction Rules”).

4.2 Assets. SBC ASI shall pay Pacific Bell Telephone Company a license fee for each Asset as set forth in Exhibit “B” consistent with all Affiliate Transaction Rules.

4.3 Other Charges. All charges and other monetary obligations provided for hereunder, including without limitation, any reimbursements owed by SBC ASI to Pacific Bell Telephone Company shall constitute a covenant by SBC ASI and condition of Pacific Bell Telephone Company’s performance hereunder. To ensure that the requirements set forth in the Affiliate Transaction Rules, Licensor will have the right, from time to time, to true-up the charge payable hereunder.

5. Improvements and Utilities.

5.1 Improvements. Subject to prior written approval of Pacific Bell Telephone Company and the Affiliate Transaction Rules, at its sole cost and expense, SBC ASI shall have the right to attach, install and construct alterations and improvements to and on the Space (“Improvements”). All of SBC ASI’ 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 become the property of Pacific Bell Telephone Company upon the termination of this License or any right to use the Space where such Improvements were constructed.

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, Pacific Bell Telephone Company 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).

6. Surrender. Upon the termination of this License or any right to use Space or Assets, SBC ASI shall surrender the affected Space and/or Assets to Pacific Bell Telephone Company in good condition and repair, ordinary wear and tear excepted. SBC ASI shall repair at its expense any and all damage to the Space or Asset caused by SBC ASI.

7. Assignment. SBC ASI 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 ASI 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 ASI shall keep and maintain the Space in good, neat, clean and sanitary condition, including without limitation, all necessary repairs. SBC ASI 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 Pacific Bell Telephone Company, SBC ASI 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 caused this Schedule to be executed, in duplicate, by their duly authorized representative as of the dates set forth below.

|LICENSEE: |LICENSOR: |

|SBC Advanced Solutions , Inc. |Pacific Bell Telephone Company |

|By: | |By: | |

|Name: |Dale Robertson |Name: |Cynthia Marshall |

|Title: |Senior Vice President and Chief Financial Officer |Title: |Vice President-Regulatory |

| | | | |

EXHIBIT “B”

ASSETS - License

ASSET LICENSING FEE

I. Capital Assets

Bill Reference # Description Acct. No. Monthly Fee

854-701-530 Motor Vehicles 2112 $121,440.58

854-701-531 Other Work Tools/Equip. 2116 $ 18,085.40

854-701-532 Office Support Eqpt. 2123.1 $ 526.26

854-701-533 General Purpose Computers 2124 $ 8,313.42

Total Capital Assets $148,365.66

II. Expense Assets

Bill Reference # Description Acct. No. Monthly Fee

854-701-534 Other Work Tools/Equip. 2116 $ 1,849.17

854-701-535 Furniture 2122 $296,883.40

854-701-536 Office Support Equip. 2123.1 $ 2,750.54

854-701-537 Office Communications 2123.2 $ 4,884.59

854-701-538 General Purpose Computers 2124 $ 11,259.31

854-701-539 Digital Electronic Switch 2212 $ 312.45

Total Capital Assets $317,939.47

III. Software Licenses

Bill Reference # Description Monthly Fee

854-701-540 Licensed Software $7,473.40

IV. Intellectual Properties

Bill Reference # Description Monthly Fee

854-701-541 Intellectual Properties License Fee $52,048.18

|LICENSEE: |LICENSOR: |

|SBC Advanced Solutions, Inc. |Pacific Bell Telephone Company |

|By: | |By: | |

|Name: | |Name: | |

|Title: | |Title: | |

| | | | |

The Rates Exhibited are Subject to True-up by Pacific Bell Telephone Company

EXHIBIT B

Original

April 1, 2000

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