HomeMy WebLinkAboutRESOLUTION - 42-04 - 10/12/2004 - FIRST AMENDMENT/GROUND LEASE AGRMTRESOLUTION NO. 42-04
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
A FIRST AMENDMENT TO THE GROUND LEASE AGREEMENT BETWEEN THE
VILLAGE OF ELK GROVE VILLAGE AND CROWN CASTLE GT COMPANY LLC
(1751 GREENLEAF)
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the
Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois, as follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached documents
marked:
FHLST' AMENDMENT
GROUND LEASE AGREEMENT
a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is
authorized to attest said documents upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its passage and
approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 12th day of October, 2004
APPROVED this 12th day of October 2004
ATTEST:
Ann I. Walsh, Village Clerk
By: Margit C. Thompson, Deputy Village Clerk
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
GroundlewAgmtamend 1751GreealenLdoc
FIRST AMENDMENT
TO
GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT is made this 12th
day of October, 2004, by and between Crown Castle GT Company LLC, a Delaware limited
liability company, as successor -in -interest to Chicago SMSA Limited Partnership, an Illinois
limited partnership ("Crown Castle") and the Village of Elk Grove Village (the "Village").
RECITALS:
Chicago SMSA Limited Partnership ("SMSA") and the Village entered into that certain
Ground Lease Agreement dated August 8, :1996 (the "Ground Lease"), a copy of which is
attached hereto as Exhibit A, for certain property located at 1751 Greenleaf, Elk Grove Village,
Cook County, Illinois (the "Leased Premises").
SMSA assigned its right, title and interest under the Ground Lease to Crown Castle
pursuant to that certain Assignment and Assumption Agreement dated June 25, 2001, which was
recorded on September 18, 2001, with the Cook County Recorder as Document No. 0010865965
(the "Assignment"), a copy of which is attached hereto as Exhibit B.
Crown Castle and the Village wish to amend the Ground Lease to reflect the agreements
set forth herein.
NOW, THEREFORE, in consideration of the above and pursuant to the terms set forth
under the Ground Lease, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
1. (a) With respect to Sprint Com, Inc., a Kansas corporation ("Sprint"), who will be the
second commercial communications provider on the Leased Premises, subject to Section 1(b)
below, Crown Castle shall pay to the Village Three Hundred Seventy -Five Dollars ($375.00) per
month (the "Co -Location Rent") until such time as Sprint's equipment is removed from the
Tower. Crown Castle shall remit the Co -Location Rent to the Village within thirty (30) days
after receipt. Crown Castle shall pay the Village such Co -Location Rent each month beginning
on the first day of the month following the month in which Crown Castle begins to receive rent
from Sprint and continuing until the Ground Lease is terminated in accordance with the terms of
the Ground Lease, unless Sprint's equipment is removed from the Tower as contemplated above.
(b) The Co -Location Rent shall be adjusted to One Thousand Eight Hundred Seventy -
Five Dollars ($1,875.00) per month (the "Adjusted Co -Location Rent"), in lieu of the payment
specified in Section 1(a) above, upon the first to occur of the following:
(i) a third commercial communications provider begins to provide service from
the Leased Premises and begins paying monthly co -location rent to Crown Castle; or
(ii) August 1, 2006.
(c) Crown Castle shall not owe any additional revenue share or other payment to the
Village for rent payments Crown Castle receives from a third commercial communications
provider on the Leased Premises.
(d) This is to clarify that the Co -Location Rent is in addition to the monthly Rent (as
that term is defined in the Ground Lease) Crown Castle is obligated to pay to the Village
pursuant to the terms of the Ground Lease.
2. The Co -Location Rent and the Adjusted Co -Location Rent shall increase on the
anniversary of the Commencement Date (as that term is defined in the Ground Lease) by an
amount equal to four percent (4%) of the Co -Location Rent or the Adjusted Co -Location Rent, as
applicable, for the previous year.
3. Section 2.3(b) of the Ground Lease is deleted in its entirety. Notwithstanding
anything herein to the contrary, Crown Castle's monthly Rent (as that term is defined in the
Ground Lease) payable to the Village shall increase to One Thousand Eight Hundred Seventy -
Five Dollars ($1875.00) on August 1, 2006.
4. Except as amended herein, the terms, provisions and conditions of the Ground Lease
shall remain in full force and effect and shall continue to govern the parties thereof.
IN WITNESS WHEREOF, Crown Castle and the Village have executed this First
Amendment to Ground Lease Agreement to be effective as of the date set forth above.
CROWN CASTLE GT COMPANY LLC,
a Delaware limited liability company
Name: David J. Tanczos
Title: Area President — Great Lakes
VILLAGE OF ELK GROVE VILLAGE
By: Craig B. Johnson
Name: Craig B. Johnson
Its: Mayor
2
cm-EIF1142
GROUND LEASE AGREEMENT
1: Defmfdt as of Terms Used In this Document
1.8 jf"Id Twn
Village offt Grove Ydlege Five (5) Yeah
901 Wellington Avenue
ESc Brow MA IL WW7 1.9 I=
The IrAd Term and any adet ion term or
1.2 lAr dlordh Contact Peron year to year tam descnbed in Section 2 and 3.
V91agaManw
War ofElk Grove Vdlaga
901 WdUogtm Avame
Ek Grove V9tage, IL 60()07
(847)439 3900
• ;
IT F.T.TriTri Z-3 77,nen
V91age of B9c Gmva V91age
901 WdGV=Avema;
lac Grove VMBA IL 6mw
Atte: FummDepartmad
1.4
M998-1017.02
1.5
08-35-104060
1.6 Lw
The laved seal estate 6rlmdmg amab sihich
has a aommom addams of 1751 G:emtrag BSc
Gime VAW b Conk Cbmty, M609% sddrh is
legsltydcomW m Mak A and h madmd io do
dmw= deambed om ExbbaB.
August 1. 1996
1.101aw
Thin around lease Aramnmt indnaing
Biddbite A ardB.
Mugeit
R
$15,000.00 annually payable
$ 1,250.00 moatwy
1.12 Tt=
Chicago SMSA Limdted Pmtnaft am 0nols
b" parmmshBp
1.13 Tam& CoaftdPeraon
SaodmtR.Tnm %M=VwRedEataseAZama
(847)706MO FAX(847)706 O6
1.14 Toods Add=
Qiago SMSALmtitedPattnetahip
do Amaitech CeMdar Set Am
RedEddeDepartma t
1515 Wood6dd Road, Mo 1400
Scbawbcag,:II.6o173
wahacopyto:
Ameritech Cedar Smvices
LeSdDepmUnad,3H78
2000 W. Amaitocb Ceuta Drive
Ho6mmrEwe; U.60195- M
CHI-EBU42
2: Term and Options to Extend:
2.1 IsIdafiy. Landlord bass the Leased Property to Terson for the Initial Term and on the toms
and conditions of this Lease beginning on the Commencement Date at the Initial Rent.
2.2 Option to ExtendThe taof this Lease shall be amomatiaily renewable for faro (4)
additional tams of five (5) years each (opposingm the WW1 Term or any nmewable term at the aonnd cental Gated
below and othemiae upon the am tams and conditions slated in this Lease. UTenam'desim not to extend any
ofim at tam of the Lase, it dhdl On Landlord written notice of its lateoti m to not anend the tam at Isxt
sixty (60) days prion to the expiration of the thea turret term, wheragton the Lease shall be deemed canceled
Won the expiration of the then curet tam.
2.3 Rent Dadog Extension Terms.
a) Ret shall be massed on each anniversary of the Commmommt Ike by an amount aqud In tae
peroet (4%) efda Rent for the prAm yan
W The ret and the Annual Inca m ad incrom dsereA shall W subject b reegetWon by the
parties on the tends (101h) andvemry of die Ccomaoment Dare, provided the Lase is to extended Is the mot the
parties on tenable to agree upon am teens within 30 drys after do 10ds muivasary, the this lease shall tamioae 120
days thereafter. hl no oust shall any new ret be less don dwthenGaretrental.
117,1 •1j•r err c:
a: Additional Yeody Terms.
4: NledwhafftmeaL
4.1 Rest Rant Psymen6 Not lata din bmfbea (14) days diet the Commenoemeot Date, Tenant
slug pg Landlord teat for the fire two (2) fhd calendar months of the b W Term.
42 Bobaegamt Mooth(y Ront Payments. "Efto s'with (ho fust OW dg of the third (3rd)
aktdar mont14 of the )aural Term ret sball bo payable momhy b advance oo WgfiW (1st) dg of so& calendar
man&
4.3 I matioubr Payment. All teat sbaL be pads b Landlord at the Addrew Por Paymeat KRem a
to another perom firm or piece which the Landlord may from time b thne dealp in wrWog at least hMrve
(45) days in advance of a red payment date.
S: Una( Te -red Properly.
Tenant may use the Leased Property for lawibl telecon moniaWos purposes ad related die preparation,
improvements mid mointeoaoce purposes in accordance: whh I al miss and govaumentd regatations.•
CM-EM1/2
6: TaanCa hutallados
6.1. Impeovmenti Taint may kW an swcou immi ue, smunm, equlPaent easdwom
Among.aquipaimit, other puaW ply. exnues, c*k; traatminfon Unc% and militia and metre aa, other
impiowmenta("I7maot Fadlld d') Taint ma Rom dee te dom replace am of these items with slew or dUfamt
items wn the mme or diffaeat s:edtlaWnr so boy a thdr inuallation L otheavin in compasooe with this
Lase mod 4MUahk lawn, odimaes sad Oda.
6.2 Wodwoullim Condswerloa Teosm ageeea that the lawWtba will be completed to a am am
wa owtolib manna eosadarest with Good esgtnoWM Ftaetkec All Oats of the ImWkdM Indudloy, but not
limited to. the oast afmaadin8 Laadbrd's dadrial mvice to Temnt's equlpemod, will be paid by the Recast
6.3 Tide to Vesiam Itemr, Landlord AWL at all times, be the sok sad acdudve ower of the
Lased Property. Tonaat dull at all times be the sole and exdmiw owner of the antenea st uMK46 aukmas,
equipmat endaama, equipmeot, Vhcr Wood property. Exhaa, ably and tnmsmiaian Una aM other
Impro m e siastaUedbyTeoadonlikeLeasedpmperly
6.4 bW= and RVvu. Tama and Its authatimd repraemadva dull have the right of fop=
and egrea to sad Som me Lased PnperW tweaty4=(24) boon a dry, wica C>) days a week
7: Trus.
Tenant shall be solely res =Wo for sad shall dmdy pry all personal paopaly taxa levied snit [erased
agaimt it or its personal p VUIY. Tamm chaff ant be sespoodIk for a4 rest estate, specld m eamenb or
shaUar tsars ndsdoy so We Pmpe* except to the exteet permitted by dames for rhe value of TeftWs laaehold
estate.
I., IndemaNkatto ,
. landlord ad Tauat hereby apes to indemnity. defend and bold ach other haamka Som and Mind
acy claim ofU&ft ar im Som pesmai b&y or property damage is aooadm with the Leasdd properly or
NmW-g 8mm or OWN out B the in and oexepasey of like [.eased Properly by dte Ioddx db MW or its
agents, exapdog, however. sock claims ordaauga a sarybe du to armood by likes acts dtlm iadeas dfiedpatly
err its swells. N&w paaly Wall hope soy dsUgd m ander thin Paragraph mlar sotUied is writing ofs ay aucit
claim or ba whhia mhly 0%badnea des of no* by the otherpaaty of salt of no denim or hta. Dmteg
the ham of This lava. Temat duff arty and mhdds oammeadal 6enard RAW hwmaaoe, aasshsg da
faodlord man sddWmd nomad hsamd fw b& to, a paopmly aI g b or
Wena the prapaly er arhdng nest a<the owseasbip, awiotaaaor, ane or a'aPam7' WaeoL towage mita sack
pdhff shall nor be lea Ihm lipOtt. MAO per aavagmca ger persnad Lijarks sed act leas class gy0,000 00 pa
the Isasoamt Wwoolllmut�� atm tai Taadd� wor UndLorpwl& certificate
a
provWe Lendlad with a oerdSate d
htsnrasa evldeodatg saeh aewaage. .
pt Ladlorra Repmentsdous
In order b htduce Tow t to enter late this lam, Landlord avian% represents and wamats, as of the
desk of Wis Lane and dssoaslad its Term, a follows:
CM-EM142
9.1 Authority. Landlord is ooheat and the owner of the I ascd Properly in he do* Landlord es
full authority to execute deliver, and pedorm this Leave and is sol in de6ah ofany mortgage affecting the Leased
Property.
9.2 No Coademnatbo. Landlord low received oro school or amtmctive notice of any condemnation or
eminent domdn promedings or negodstiona for the purchase of the I eased Property, or any parr, instead of
coodcmnatbd
9.3 No llarecordd LJas. Landlord low not performed and has not cured to be performed envy Mork on
the Leased Properly daring the rix (6) mouths pmooft the dam of uta Lem which eentd on rise to any
ma.`a�Sds or mataialmea's liens. There aro no tommrded esaements or -smeam affatinS the Leased
Property.
10. Inemeats
10.1 Granted. For the term of Lb Inv, laadlod Snots Tenant the Aoora ad Utility Essesocam if
say, described in Exhibits A or B of this Lem and the Rider to the Memarasdum of Lase.
10.3 Moditkations. K subsequent to the dote of tlda Leas; it le rascaabiy 4dermlaed by Teinot mm
am Acorn or LFft Easement ebtaioed does ant or no kmSer adequostdy aura the leased lhoWsy ad Teant s
use meant landlord sSras to I IIt' 2 , with Twat to relocate sub Bersmmts wherie practical. In me event the
Landlord is unable to alocale any Ofihe necessary Faspoeots then at Tenants opth>tt, this Lem may be
terminated upon the payment of rem ler the remainder of rho term or dx (6) mondw, whkhsvar is las.
Its Adpmat.
Tarot may ad udga, or omawim haadw d or a0' post of its lataed in die Agewait or is M Properly
without the prior written sweet efl odlord,provided, however that Tared mgaaipheinterest whhmaauawa'Soho
Ameritxh Corporation or affiliated on* controlled by Am%*& C.apaaboe. landaad may adeip dds Agreement
Wan wrium notice w Tem., culled to 0r assignee swim" ad c(L:aodlerd't oblimbosor heueio irludmg but as
limirad to time ad tam inParagropit 17.1.
12: Ddadta
12.1 By Tarot 4 the even( of de alt wader mis Wes by Temnt, Ladled Ad be goaded so
remedies as shall mea be p wAdW by law, exmpd Lind ord Sell most be cow to dstrda any personal paoPaly
Onduslieg Extorn) ori to Leaned Properly, and provided mat prior to and Sa a wWWm precedent 1% me
exeaeiao of any remedy. Landlord sell #m b Team wzktem autos of echo@ and me soon of ma ddk k. and
Tamed shall have Sixty (A d4w (at, if me dduk amot be and wid s mixt' (30) days, a leopa Pam a
shall bemccummy to care die deh* @Was wkb due a4m4 aller ftc* of So notice withis w" to case do
ddkA durbtS which period no ran* shall be pursued. If Team Loa to on a dAulk in addWoa a aq amen
remadks available to Landlord, the Ladled mq dad So commeacs eviction prooeediop lawidad, bm wr,
Tmnot sell be pmalt d a rix (d) nmm stq Lmm mmipL of a m*m ofcAcdos at 110% of the d m tmrrad
mmmly rent to led an ah ommem dia.
12.2 By Landlord. if Landlord deLaks in our of its obiltatloa ander this I tae, in addition to NW
remedies ava0able at Law or equity, Teaw may perform L.aodlerd's ab Vtion and may offset Gum me rat or any
Omer amounts acs payable Tenets cats and expenses of doing ser NanriWnaodiog anything; else In thio Lease,
CHI-EM142
Tend may defer payment of Amt incl ding the &A feat lam, during any perWd In which Landlord Is is
defiolt in any of its obligations under this Lase; has filled to p vAda or exocote or aux to be provided or
exavled (a) any document reasonably aeoaraty for Tenant's use of the Lased Pmpaty in the manner
contemplated, (b) coq easement; of (e) nay dommed n mu* neoeaary to obtain any title hraaaoce or ether
noes yordesirableinsuranceorconsent
11: caadenusadon.
In the event of condemnation, Tmanrs share of any coodemosdoa awed at pro=* fiam sale in Ilea of
condemnation shell be limited to compensation for Tamnrs leatehold interest, awwooK lmpmvcm=%
transmission Hoa, Wan of budnea and equipment, and Tcauft cora ofrdaadmL Tenant stud eat rcodte any
pan or portion of condemnation awed at sales pmm* mLtiag W compensation far popuay owned by the
Landlord.
14: Casually.
In the event the Lased property Is destroyed or damaged In whole or in put by casualty during the tam
off* Lase Men. at TemoWs option (eserdsed by notion In Laodlosd), dais Lax may be terminated a of she dose
of the event or at any time WkWn ninety (90) days Victualer, and no fader sed dull be doe under the
Termination Section or any other Section of this Lasa.
16: Quiet 1aJayaat
Landlord covenants and ogre- Went spa pay mt by die Teoad of the rental ander this L.ax and cpm
the observance and performnoon of all the oovemsb, terms and conditions as Temsrs put to be observed and
pafa®etL Taunt abaci pmoftb and Oledy bold and aft inn laased Lkdpaq, the dgWs, and txivil gm
grained far Me tam demised wiWan hiodnoce at iatedaeace by Landlord at any cher person and Laud
dud perform all of its "Prions under Wb L.ax.
16: Subofdiaatla,AttarareatandNaa-DWarhua.
16.1 BddIN laeonhra sees. Within dahq (30) days alta the exaadon of thio Laam lasdlod diad
deliver to Toa of executed mWoaht of nbx&odW4 Woromed and a so4sembaooe agroersents with Tempt W
fiam uWbeO ry to TemsL W TaadY dale dupplen, fiom aq edoft aoatgage haft or other paq haft
m mum in the leased Fxpad wbkk may ulx p ecoleoce over TemdY bum in the laced Psapap
Facture by me Landlord Is ddhw my invited abormWioq amramed and maeddmbsaoe spoement dell
eeddeTmaot, at Twufd option, W terminate tds Lae at aW doe Wanda pad to obtva a re hod Ball seat
AM nay oma amounts PU to Lmmood, m4 k coq am Ttmat dud have m &Kpdn b pay rat or oma
amounts ender sub Lade wtd Ladled &Jhw ma created mbmmnatioa, mocomed ad aaoa starbmoe
agmmwm
161 Maniacal Financing. Tamm dud inter loco wootdible wbondiomlaa, naadiambaooe and
attaamed apamentd with the holden of say mar%w treat dod. W Wdmed ab Contract or qhs a ..des
Wstrmtent dated aka the data of coir I.ase, if the aSmomeatr rue la btm atldaday to Tmmt.
CHI-EM142
17: Termination.
17.1 By Tenant. la additlom b termioadoa n ■ mutt of action «bacdou penwm to other pactsof this
Lace, Teooat may tumbate tin km (a) at any doe upon thirty (30) dqe written nods to Landlord and
paymca of six (6) moahs rcubL (b) iamedf w4, without payment of any no not yen due Moving written
notice to ladlord of either n) Tenant's iabOy to am= nwetsup moWq and err Tenant has lou, boa denied or
AM to ad* any nooesmty authorization or radio engineering criteria to use the faand Property as
contemplated in this Leasco or (lq Tenem hes obtained a sod tat which shoos 000tsminedon or building
conditions which, in Taint's jrc vwse, ae w mdtsble for TeaWs p upoom
172 Ey L Wkrd. landlord mg km mets cis Agreement hUmhvg a ddamiadon by a gi.dfied eogioerr
(umg app pr ate imhrmeds widen am pcopaly alibnteo that dip tower demsiq leveh coined gam Tenant's
egoipmmt loured on the Pop sty exceed the Amadeu Ndmd gancluds TOM me'I CAMs 'Safety lards with
Respect to lbmm Expwm to Radio Freqjrimy Elabvm Fiddc: a ser fixdL In ANSI Seandad 093.1.1952 (a any
ANSI Sandrtds which snpenede this owduA at poibb aaoeaible to and idaded for the stand public and the
hmbMW of Tmmt tobring its egdpmmt bdo contpnaom with ash atmdad widdn mmy (6th dryer afar receipt d a
wdfm copy of WdloWs mgloeaiog 6odiogs.
173 Reawval of Equipment. Upon tip vgft on of this Lem or its earlier tertainsdon or
canodLdon kr any rawn. Tenant shell at its sole exprao remove from the leased Property all of Us antenna,
ameone stratum, equipment endows a mdtdng and n=vwg egmpmem, trap mittin5 11=4 other puzood
properly fixmm and other impro s (a xg wAKVetmd wltiag, *hogs, adewatkx and lbmdadoon}
Tana thrall leave all fesdsg uden prior to tbo effierdw. dab of the exphadon, tem inadon or woodladeo,
Lwdiad gopms removal. Tenant dull hoe op b ntscty (9% ohgs afer the dbdn date of the a piradon,
aermimdan, «tamegatlos to complete neaavU of all lkop. u remnt rcptlra any otthe niogy (90) dq period
afer do effecdve cram for the removal. Team shill pq laodlmd the Pon count moothy tent (« hl Poe nae of
somal rind w4welfh (1/12) of die aa" watiO In dvmct for eneh ddro (30) dg period at potion thereof
Tamm mgoha to complete the avowal.
15c Cooperation.
Laodlod agmen to cooperate whh Tamm In any efforts by Tenant to move aq gorecom od permits
notary to nm the paced Property a omtemptaad In this Lege, and to join in am Mpliadon or other
document moomby sequalod yTaamwhhb to (to) oils of 7tanue4 titian rcgaot Dabg Poo term of this
Lam Landlord shall tare no actin wWch dvasdy Mon ton mm pertained on rho Land Prepay. At any
timeaf«thetideofddsLase«PoeCournumm utDate,eitherpngslugapaceoraceaobeamamdany
doommis. «Won at cam to be Wren say adba, rem neomow to any out Poo Intent of Pods Lem
Landlord as= ma m anew the coestrudkn ofsay aft bm or structure an the propaq, round y known as
1731 GwcvW Ent (rove Village, MwK Pont would loto&k with the ddb dgnsn comlog to or going from
Tenant's hc1lby. Team" haw the right in review ad oppow any mc3luolat ploy b approval the Wby
Laodwv% wM approval by Tenant will ant be varemoby withheld.
19: Lege lbmgwctleu.
71ds Lase AO be mnuroed in aoardace with tip laws of the Stan of what the lased Propegy is
located In the oxo dant any provisions of rids Leman legally uueo[arcaWq the orbs prwAdoa daR remain
is efbd
CHI-EM142
20: Ladre Binding Uoderstandlag; No Oral Modification.
Ad prior aodecAandlagr and agreements between the parties aro merged into this Lease, and thio Lease
may ad be modified orally or in any manner ober dna by an agroemeot in writing signed by both pecdit
Presentation of this Lease by Teasot to Landlord shall not constitute an alef amlea the Lease has ban signed by
Tenant, and &b Lease shad not be binding until emannd by bah Landlord and Tmmt.
21: Successors; Separabi ft.
SobJed to the pmvidoos mgardhng assignment ddt Lease droll be binding upon and marc to the benefit
of, the and permitted asslgne Of admtaams atlhe pasties and any grantee of Landlord.
22: Nukes.
All nodoea, regaests and other writings required order this Was (indudiog any wdm of renewal or
termination d0w) must be In wddng and shall be dcemod vdddly gives upon the carder of (i) actual receipt, or
(d) the nowd business dry after do date posted if seat by oerdW mail, reran mocipt requestad, addressed to the
OW party with copies as set out is the landicaft Address and Teaant'a Address (or any oWer address wid is the
United States &at the party to be ratified may have designated to We fender by lite notice).
23: Lease Memorandum.
SimdWeous with We execution or this Lease, Litt: parties have eimaned a Memorandum of Law
Teoat ma y mood the Memorandum of Lease. ff Taufs wavey require a correction to the kgd description
rider attached b tie bkommadum dorefil L, the parties warcane and record or second a modified
m
Memmnd of Law or a supplement to the Mesroraodom of Lase Teaat shall nes bo ra cited to pay rat
dories any period in whkh Landlord rdusa to eaawte a mofiifiatka or supp{emeot
21: Performaw
Time Is of the essabe in dds Leases
25: BrwdastIdufacom
25.1 De Wim As used in No Lease, •iata6uem" with a bsaadastiog activity mune
(A) Ideffim a widda de measiag tide p vWdom of the ncommeoded podia of the
M*Mda Industria Aaodadon MA) and dee cola sad reguWM of de Federal
CommodcRdm Commisskn (FCC) Wer hieCed, or
(B) Amaterial hapairmentofthaquality afeBhaoomdat picture signals onabmadasting
acti ft as may be ddlwd by do FCC at any has dozing We period of operation of activity, as
compared with that which wand be obWned if on other bmodmsw wem broadcasting from the
Lased Propertyor had any cgdpaveot on de Lased Pmputy.
Cffi-EM142
25.2 Interference.
a) To"shad Beim me Tectal FacUes In a menta that will sot sense phytic4 towbanial, m&
6equeney or Wpd imafaaoe to LwAbord and other Imada or Ikeaaees of tin Aapaty, prAded that Iheu instillation
predates Febmay 21, 1986. Ad operations by Tow t shad be is soq&me with all Federal Cammmeatioa
Ca®issimf'Fccr)mrptitem b.
b) Sobseguml to dw installation of Ila Tenant Facilities. I w4ord shad to permit RW& its Isamu or
licensor to install now eguipmeal on the Property Wench oronmt is blosly to cause plryual, meebmic&L radio fiewese
a sips) uaerfaeaee with Tenon's genu==. Sieh iatedacoa shad be deemed a material hteacb by Lsodlatd ht the
event inraf core erasers, Lsudlcrd apses to tales all mson" step oweasaw to alW"W soah orafamoe in a
msmabte time Mind. Landlord shad have the eight to W" equilma t that is in compliance win all FCC mad"
endow "ions.
Q Shoald Laodiad at atoms thereof claim m erfire a with their esisting noddles al uses da to
Tmact Facilities, Taw" shad, at las role ager aid egeme, reoperate with landlord to ddand a if Tarmt FsoWAos are
me ware of mush of imed idafamee Sueh oowmdkn shad imlude tad oot be limited to intamodulaflm st dioc
Sbautd itbe determined by s ooh wAcs dat rub kdafsom b dually aaribut" solely to tha operations of the Tarot
Facilities on do Ptopaty. Tawa, at Its sole ad sad atpens0. shed we its best eCata in ulorty measures to modify the
Tenter Facilities in order to mitigate moh mterfaeme toLmdlad @ resemble aatideclion
26- FAYltenmtaa MliteR
26.1 Definition. ForpurpateofthisLeaw.
(A) •Applieabk Eavh%MeMl Laws' includes tier Comptimstve Eavitoamenul
ltequiose, Compmratico, andLiabdiq Art aro so a11ed •Sapafaad• a "Supalkn• taw'. or sq
todwr Federal, pate or bel staase, tae. ad'inanck code,, ruk, tq dsdm order or doome
scgniatlag, mlatiog to, or Impalag Wath fy or standards of conduct concerning any aaatdoes.
tmdc or daagerea waste, sabsume at same:id, as now or at any time lramAer in ci ct.
(B) " iiaawloor Material• iadador any ha udono, kalo or daWm waste, Skstaooe or
muetiat a that term is dedoed is Applloabb Esvhoommtal Laws.
26.2 No Kneadow Kwledal. Nddw Ste La idlord out; b the bat knowledge of Laomard. my other
pmvm ha aver aced or perraNkd soy Baardoaa Material to be &oed, heW, bated at dispaod of on, ander or
at the basad hgaly a say pat tberetf oar sq pet theism[ has aver berm wed by the iaod WK of m the bat
kwwkdp of tha landlord, by aq aha person calor a a pausaoesa or kmpowy damp site err pauper aIle for
aq llaaniow Matalal.
263 TeaaWs Ltdemolo. Tmat iodemddtY the Landlord and agree to hold the LasdbM har deb
fin anal aplostaq and all bas, Sabdit1e6 damage; ltjo , copy eapeae and t9aimt tiacy and eveq Iniad
whabwm paid, boosted err uArod by or asserted aping Landlord for, with respect t% or as a direct or in iced
salt c& the psrseooe on or under, or the eaM aeepgq kaksm wMap, disebarp, emission db chargbtg at
relaue fmm the Ieamd ftc e or ban at upaa aq land, the atmosphere, or ag wuananae, body of water or
wdlaod, of any llasudoa Material Cmdadtag, whited limitation, any lower, SabWda, damages, inhuries, tau.
cVwm or daims asserted or an&g ander Appdabb Environmental Laws) caused by or In the control of
Tema.
CHI-EM142
26.4 Lufflmd's Indemaily. In all odher case, t.endlord .Weaud the Ta" and sgaes to told the
Tenant harmlen from and apisu say and aU laws. lldiilide damage igjmtw, cc" eapease and olatms M
airy sod evay kind whaftwer psK incurred or WNW by or assated aptost Tenant for. wUh respect to, or as a
throat or iadkmd read[ ot; tho preaesce on or Wet, or the escape, seepap, leakage so"spe, discharge, emiesim
dWdws ng or release from the Leased Pmpcfw or into at spm sad' Lad, the stmwpbom or ane watawwm body
of water or wetland, of are IlaraNan Material (ioduding, without limitation, are bum li"Itle, damages.
iq urlri amts. expense or claims asserted or arising order Applicable EavlmvAmW Laws).
26.5 Survival The pmvitiom of and mdethidap and Indemnifications set ad in tiffs Section shall
surd" the termination of tWs Lease.
AGREED as ofthe later of the two dates below:
LANDLORD
Village ofmGrove Village,
an Illinois municipal corporation
BV.'4ban
8n10:N, ennieT(aallitano
'1W4r Village President
Date: July 23, 1996,
Chicago SMSA United Partnership, as
Illirola limited part wft by its sole general
Penna, Ameritech Mobile Phone Service of
Chicago, lar., an Illinois corporation
Br.,
M ao
Regio&I vice Prgidmt
Dun: S14 [[qu
6
CHI-EM142
LEASE AGREEMENT.
LEGAL DESCRIPTION OF LEASED PROPERTY
(May be added by Teud or amended at a later date.)
AMCI LEASE SITE DESCRIPTION,
A PARCEL OF LAND FOR LEASE SITE PURPOSES LOCATED WITHIN THAT PART OF LOT
19 IN CENTEX INDUSTRIAL PARK UNIT 4, BEING A SUBDIVISION IN SECTION 35, TOWN-
SHIP 41 NORTH, RANGE 11 EAST 13F THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO
THE PLAT THEREOF RECORDED NOVEMBER 41959 AS DOCUMENT NO. 17701036 AND LR
1894159, DESCRIBED AS FOLLOWS,
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST 553.10 FEET OF
SAID LOT 19 WITH THE SOUTH LINE OF LAND DEDICATED FOR ROADWAY IMPROVEMENT
BY DOCUMENT NO. 208041336 SAID SOUTH LINE BEING A LIME 20.00 FEET SOUTH OF
(MEASURED PERPENDICULAR THERETO) AND PARALLEL WITH THE NORTH LINE OF SAID
LOT 191 THENCE N.90.00'00'E, ALONG SAID PARALLEL LINE, 50.00 FEETI THENCE S.00'32'
45'W. PARALLEL WITH THE EAST LINE OF SAID LOT 19, A DISTANCE OF 6.50 FEET
FOR THE POINT OF BEGINNINGi THENCE CONTINUING SAO.32 45'W. ALONG SAID PARALLEL
LINE, 85.00 FEET1 THENCE N90.000'E. PARALLEL WITH THE NORTH LINE OF SAID LOT
19, A DISTANCE OF 60.00 FEET TO THE EAST LINE IIF THE WEST 110.00 FEET OF THE
EAST 55310 FEET OF SAID LOT 191 THENCE K00,321451E. ALONG SAID EAST LINE, 85.00
FEET TO A LINE THAT 1S PARALLEL WITH THE NORTH LINE OF SAID LOT 19 AND
PASSES THROUGH THE POINT OF BEGINNINCv THENCE S.90'00'0VW. ALONG SAID PARALLEL
LINE, 6040 FEET TO THE POINT OF BEGINNING, CONTAINING 5100.23 SQUARE FEET, IN
ELK GROVE TOWNSHIP, COOK COUNTY, ILLINOIS.
ANCI ACCESS EASEMENT DESCRIPTIONt
A PARCEL OF LAND FOR ACCESS EASEMENT PURPOSES LOCATED WITHIN THAT PART Or
LOT 19 IN CENTEX INDUSTRIAL PARK UNIT 4, BEING A SUBDIVISION IN SECTION 35,
TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING
TO THE PLAT THEREOF RECORDED'NOVEMBER P. 1959 AS DOCUMENT NO. 17701036 AND
10
1 i
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s�
t i
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This document was prepared
by and upon recording
return to:
Ph8 vsn Aelstyn, Hal.
Downs Rachlin d Martial PI.I.0
90 Prospect Sued
PO Hos 99
SL 3abnsbary, Vr 059190099
phone; (802)7484324
Fare (802)7484502
0010865965
772l/W72 32 001 Page t of 10
2001-09-1e 12s10a53
rack Canty Recorder 39.50
6010 063"s
see
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ('Assigom"e) a made effective as of the
date this Assignment is fully executed by both pedes, by and between CHICAGO SMSA
T.UUM PARTNERSHIP, an Illinois limited partnership d/b/a Verizon Wingless, with its
principal offices located at do Verizon Wireless, 180 Washington Valley Road, Bedminster, NI
07921 (the 'Assignor), grantor for indexing purposes, and CROWN CASTLE GT
COMPANY LLC, a Delaware limited liability company, with its principal office at do Crown
Castle International Corp., 510 Bering, Suite 500, Houston, Texas 77057 (the 'Assignee),
Snugae for indexing purposes. All terms not otherwise defined hereby shall be defined as met
lbrth in that certain Formation Agreement between OTE Wireless Incorporation, a Delaware
corporation, the Transferring Puuwrddps, the Transferring Corporations, Crown Castle
International Corp., a Delaware corporation, and Crown Castle OT Corp, a Delaware
corporation, dated November 7, 1999, as it may have been heretofore amended (the 'Formation
Agreement).
WITNESSETH
WHEREAS, Assignor desires to assign and Assignee desires to Accept and acquire that
certain site lease, license, easement or similar agreement more particularly described on Exb"
A_I attached hereto and incorporated herein by this reference (the 'Site Lease'), and affecting
the property and/or the premises more particularly described on Exhibit A attached hereto and
incorporated heroin by this reference;
WHEREAS, if recorded, the Site Lease or a memorandum thereof is evidenced of record
as more particularly described on Exhibit B attached hereto And incorporated herein by this
reface;
WHEREAS, Assignor as lessor, landlord or licensor has leased or licensed tower space
on a telecommunications tower and/or ground space to the lessee(s), tenam(s) or licensee(s)
described in that certain lase or license agreemam(s) more particularly described on Exhibit C
attached hereto and incorporated heroin by this reference (the *Tower Lcsse(s));
AM.01110902102N Basi, AriNsee cud Awwpbe(Pemen,Hp'OmY Pw m*)
sixoRova,nasu
IV
WHEREAS, pursuant to the Formation Agreement, Thrasher and the Transferring
Entities agreed to grant, contribute, convey, assign, transfer and deliver to Assignee, and
Assignee agreed to accept and acquire the Thrasher Contributed Assets and to assume the
Thrasher Assumed Liabilities, all as more fully described in the Formation Agreement;
WHEREAS, the Site Lease and the Tower Lease(s) comprise a portion of the Thrasher
Contributed Assets; and
WHEREAS, pursuant to the Formation Agreement, Assignee has as of this date acquired
a substantial portion of the telecommunications towers and certain (elated assets of Assignor in
several states in which Assignor does business, u evidenced in part by a Global Contribution,
Bill of Sale, Assignment and Assumption (the "Global Assignment).
NOW, THEREFORE, Assignor, in consideration of the premises, and other good and In
valuable consideration, the receipt and sufficiency of which aro hereby acknowledged, does C)
hereby (and pursuant to the Global Assignment does) unconditionally grant, tell, convey, asdgn, tf'
transfer, act over and deliver the Site Lease and the Tower Lease(s) unto Assignee, u a portion is
of the Thrasher Contributed Assets, free and clear of all Encumbrances (other than Permitted =
Encumbrimm), u the same exist on the date bareof as tet forth and to the extent provided in the %r"U
Formation Agreement:
Assignee hereby aem" such assignment and agrees to (and pursuant to the Global
Assignment does) assume those Thrasher Assumed Obligations that arise out of the Site Lassa
end Tower Lease(s), as act forth and to the extort provided in the Formation Agreement and
Global Assignment;
Assignor hereby ael mowledges that the Tower Structure located on the premises demised
under the Site Lease, and which comprise a portion of the Thrasher Contributed Assets, has been
granted, sold, conveyed, assigned, transferred, tet over and delivered to Assignee pursuant to and
ruder the Formation Agreement and Global Assignment; and
Assignee hereby admowledges that, as of the date hereof; Assignor has located on such
Tower Structure oertain equipment which is mors particularly described on Exhibit attached
hereto and made a part hereof (the 'Assignors Equipment'), which Assignor's Equipment
comprises a portion of the Thrasher Excluded Assets Assignee further acimowledges that
notwithstanding anything contained heroin to the contrary, no right, tide or interest in the
Thrasher Excluded Assets, including the Assignor's Equipment, is hereby transferred or assigned
to Assignee and all right, tide and interest in and to the same is hereby reserved by and unto
Assignor.
Notwithstanding anything herein to the contrary, the Thrasher Retained Liabilities are
specifically excluded from the Thrasher Assumed Liabilities and shall be retained by Thrasher at
and following the execution and delivery of this instrument and the Global Assignment.
.3.
AnalnaerMrl crani. AMEMr.ea A9Mr Miw(P&1MM pbmN '
surcaovr,mans
Neither the making nor the acceptance of this Assignment shell (i) constitute a waiver or
release by any party of any liabilities, dudes or obligations imposed upon a party by the terms,
conditions and provisions of the Formation Agreement, including, without limitation, the
repreaeatations and warranties and other provisions which the Formation Agreement provides
shall survive the date hereof as limited by the survival periods stated therein or (uj enlarge,
extend, restrict, limit or otherwise modify the tern, conditions and provisions of the Formadon
Agreement, including, without limitation, the period of survival of the. representations and
warranties provided for thaein.
Copies of the Formation Agreement, the Global Assignment and the Site Lome are on
file in the offices of Assignor and Assignee.
[remainder of page intentionally left blank, signature pages
for both Assignor and Assignee follow]
to
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MACROYB,aa773
Signature Page for Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Assignment under seal
as of the day and year first written above.
ASSIGNOR
CHICAGO SMSA MUTED
PARTNERSHIP, an Illinois limited partnership
d/b/a Verizon Wireless
By: CellcoPmuendtip,aDelawaregeneral
partnership, its generals�p!paeerr
By IA+U/tA(Ali.l'ULLt.GW
IV=: BemadetteFaiella
Title: Acting ExecutiveViosPresident
and CTO
ACKNOWLEDGMENT
STATE OF NEW YORK )
COUNTY OFFS(�SOblI�MET
I, A. a Notary Public is and far said County in the
State aforesaid, do hereby testify that Bemadette Faiells, personally (mown to me to be the
Acting Executive Ya presided and CTO of Ceileo Partnership, a Delaware general partnership,
as general partner of Chicago SMSA Limited Partnership, an movois limited partnership, and
Personally known to me to be the same person whoa* name is ubscnbed to the foregoing
instrumem, appeared belm me this day in person and acknowledged that u such officer, she
signed and delivered the said instrument a her free and voluntary act and as the dice and
voluntary ant and deed of said parnlM* for the uses and purposes therein set forth
GIVEN under my had and nmarW seal this%5fdany of 2001.
My Commission expires:
ATW1/I08en U1
INot W Stamp/Sea9
BNMLBM
MOMPUBl1COftItMUM
*Ca11btha8ft*13kM
anw. Arp.alw Awaples(r ram„Iiv)
ELKnlOV4 aa7r7
Signature Page for Assignment and Assumption Agreement
ASSIGNEE:
CROWN CASTLE GT COMPANY LLC, a
Delaware limited liability comparw
ACKKOWLTDGN ENT 19
STATE OF GEORGIA )
COUNTY OF FULTON ) cm
I, Mfiry E Stronn o N q t� q�.a��unty in the State
aforesaid, do hereby fee . r�%LL♦N 1litiNtFi ,
personally °D
$mown to me to be the -- agH�gteptSl3C of Crown Castle OT Company v4
LLC (the *Company") andlaity Imown to ale t� be the same person whose name is
subscribed to the foregoing instrument appeared before me thin day in person and aclmowledged
that as such officer, he/she signed and delivered the said instrument as his&= free and voluntary
act and as the free and voluntary act and deed of the Company for the uses and purposes therein
set forth
GIVEN under my hand and notarial and this A 3 day of August, 2000.
My Commission expires: y E• 6M —
�+A�p [Notarial Stamp/Seaq
sena
6&OIlOIA
ATia111010NU n Ua*Asina a aW ANnO ntPM4a,Mp09=1 m 51
nuc aaov� asses
EXHIBIT "A"
(11.0335 -Ek 0mve)
A parcel of land located within that part of Lot 19 in Centex Industrial Put Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal
Meridian, according to the plat thereof recorded November 2,1959 as Document No.
17701036 and LR 1894159, described as follows:
Commencing at the intersection of the Weal One of the Hast 553.10 feet of said Lot 19
with the South One of land dedicated for roadway improvement by Document No.
20804133, said South line being a line 20.00 feet South of (measured perpendicular
thereto) and parallel with the North line of said Lot 19; thence North 90 degrees 00
minutes 00 seconds Bast, along said parallel line, 50.00 feet; thence South 00 degrees 32
minutes 45 seconds Wast, parallel with the East lineof said Lot 19, a distance of 6.50 fed
for the Point of Beginning; thence continuing South 00 degrees 32 minutes 45 seconds
West, along said parallel One, 85.00 feet; thence North 90 degrees 00 minutes 00 seconds
East, parallel with the North line of said Lot 19, a distance of 60.00 fed to the Bast One of t?J
the West 110.00 fad of the East 553.10 hat of add Lot 19; thence North 00 degrees 32 Ir
minutes 45 seconds East, along said East line, 85.00 fed to aline that is parallel with the W
North Due of said Lot 19 and punas through the Poin of Beginnh.%; thence South 90
degrees 00 minute 00 seconds Wast, along said parallel line, 60.00 feet to the Point of qua
Beginning, containing 5100.23 square feet, in Elk Grove Township, Cook County,
IDinais.
TOGETHER WITH all right, title and interest of grantor in and to the following
described Access Basement:
A parcel of land located within that part ofLot 19 in Centex Industrial Park Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal
Meridian, according to the plat thereof recorded November $ 1959 as Document No.
17701036 and LR 1894159, described as follows:
Beginning at the intersection ofthe West line of the East 553.10 feet of said Lot 19 with
the South line of land dedicated for roadway improvement by Document No. 20804133,
said South line being a One 20.00 fed South of (measured perpendicular thereto) and
parallel with the North line ofsdd Lot 19; thence North 90 degrees 00 minutes 00
seconds East, along odd parallel line 50.00 fed; thence South 00 degree 32 minutes 45
seconds West, parallel with the East line of said Lot 19, a distance of 91.50 fed; theme
South 90 degree 00 minutes 00 seconds West, parallel with the North line of said Lot 19,
a distance of 50.00 feet to the aforesaid West line of the East 553.10 fent of Lot 19;
thence North 00 degrees 32 minute 45 seconds But along said West One, 91.50 fed to
the Point of Beginning, containing 4575.21 square feet in Elk Grove Township, Cook
County,111inois.
Common Address: 1751 Greenleaf~ Elk Grove Village, Illinois 60007
Property identification No.: 08-35.104-060
ATLOIn07410o.l ero
UA33s.aa6
S.ei..119 e„tcoury, npwi.
F��
dated OS108f966Y Yillaga of Elk Grove Ydlage u Lessor aT Chicago SMSA
Least bstruaw" LWfited Pa ,,hip an Minolslimtted partnerahiP has Lesaa
as the Lama Ohave been
haetofore amonded or a a%ned)•
¢¢V3�
rt;
'tn.sursa M2.1
Recording information of Site Lem
Document(s) of record in COOK, Illinois Records as follows:
Date Recorded Book Page Instrument #
09/09/96
96.686459
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suoaovs,uasss
EXHIBIT C
Co -Location Leases
Initial Lease(s) dated as Initial Tenants:
follows:
commenced 1/1/99 Ameritech Mobile Services, Inc.
as the same may have been beretofore amended
It17
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ATLOVICS02332VI IWO AWanme Wd AUWWO o(Pnrcu6ipgewd �WetdJp)
amxoaovs,amu
Aof
1,:,):1
That certain equipment described and bested as follows:
A1119�G+1
Swedcom
ALP9013N
Swedcom
ALPS013N
Swedcom
ALES013N
Swedcom
ALM13N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedoom
AL 9013N
Swedoom
ALM12EIA
Swedoom
ALP90121UA
Swedoom
ALM12N
Max ERP
0.0
TIHal
53
82.7
53
82.7
53 ..
toW
0.0
53
0.0
78
Qj
193.5
78
ifs
0.0
78
0.0
104
p
142.8
104
gra
0.0
104
$$IUure Ply>uaUt
MaOu$)dM Modd HdBht Centerline
124
Together with any receiving ameaoe(e) related thereto and miscellaneous materiels esvocieted
therewith such as, without limitation, the mmna% cable, ladder, coaxial cable, other similar
miscellaneous materiels, and equipment cabinets or ahelteM as applicable.
ATTauresmsavr 20-b AnW--dad A-MPGM OWWWH GOUW F -W -WF)
ar.xaEov►.112305
GLOBAL CONTRIBUTION, BILL OF SALE, ASSIGNMENT AND ASSUMPTION
GLOBAL CONTRIBUTION, BILL OF SALE, ASSIGNMENT AND ASSUMPTION,
dated as of N!`Ri a 2001 between CHICAGO SMSA LIMITED
PARTNERSHIP, an Illinois limited pa hip, d/b/a Verizon Wireless, ("Transferrin Eg ntity")
with its principal offices at c/o Verizon Wireless, 180 Washington Valley Road, Bedminster, NJ
07921, and CROWN CASTLE GT COMPANY LLC, a Delaware limited liability company (the
E "Company"), with its principal offices at c/o Crown Castle International Corp., 510 Bering, Suite
1 500, Houston, Texas 77057, with a Tax ID No. 76-0627250.
WITNESSETH:
i WHEREAS, GTE Wireless Incorporated, a Delaware corporation the Transferring
,
Partnershi sthe Transferring � p Corporations, Crown Castle International Corp., a Delaware
corporation and Crown Castle GT, Corp., a Delaware corporation, entered into a Formation
Agreement (the "Formation Agreement") dated as of November 7,1999, as the same may have been
heretofore amended (the "A cement"), relating to, among other things, the formation of Crown
Castle GT Company, Crown Castle GT Holding Sub, LLC and Crown Castle GT Holding Company
1 LLC;
WHEREAS, pursuant to the Agreement, GTE and the Transferring Entities, including the
Transferring Entity named herein, agreed to grant, contribute, convey, assign, transfer and deliver
to the Company and the Company agreed to accept and acquire the Thrasher Contributed Assets and
to assume the Thrasher Assumed Liabilities, all as more fully described in the Agreement
(capitalized terms which are used but not defined in this Global Contribution, Bill of Sale,
Assignment and Assumption shall have the meaning ascribed to such terms in the Agreement); and
WHEREAS, this Global Contribution, Bill of Sale, Assignment and Assumption ("Global
Assignment ) is executed in connection with the third Closing under the Agreement;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby aclmowledged, and intending
to be legally bound, the parties hereto agree as follows:
j 1. The Transferring Entity hereby grants, contributes, conveys, assigns, transfers and
delivers to the Company all right, title and interest of the Transferring Entity in and to all of the
Thrasher Contributed Assets relating to the Tower Sites identified on Exhibit A. attached hereto and
i incorporated herein for all purposes (the "Subject Sites"), free and clear of all Encumbrances (other
than Permitted Encumbrances), as the same exist on the date hereof as set forth and to the extent
provided in the Agreement.
2. Notwithstanding anything herein to the contrary, the Thrasher Excluded Assets
relating to the Subject Sites are specifically excluded from such Thrasher Contributed Assets and
shall q�� ��
By (initiate) 0 le, Is _ date �..L=1 0. sum s9�9 909
COD update LeaselUcense p H$$ q7 41 Site ID SL 033 Dpi Type
Global Contribution. Bill of Snit. Avignnmt & Astumplion
A7LO1110929507vt kGra„to,,,
be retained by the Transferring Entity at and following the execution and delivery of this instrument
and the consummation of the third Closing.
3. Notwithstanding anything herein to the contrary, the Thrasher Retained Liabilities
relating to the Subject Sites are specifically excluded from the Thrasher Assumed Liabilities relating
to the Subject Sites and shall be retained by the Transferring Entity (and GTE) at and following the
execution and delivery of this instrument and the consummation of the third Closing.
4. The Transferring Entity, from time to time after the date hereof, at the Company's
request, will execute, acknowledge and deliver to the Company such other instruments of
conveyance, assignment and transfer and will take such other actions and execute and deliver such
other documents, certifications and further assurances as the Company may reasonably require in
order to vest more effectively in the Company, or to put the Company more frilly in possession of,
any of the Thrasher Contributed Assets relating to the Subj ect Sites, or to better enable the Company
to complete, perform or discharge any of the Thrasher Assumed Liabilities relating to the Subject
Sites.
5. The Company hereby (a) accepts and acquires the Thrasher Contributed Assets
relating to the Subject Sites from the Transferring Entity and (b) agrees to undertake, assume,
I perform, pay, satisfy and discharge, and on the terns set forth in Article 10 of the Agreement hold
the Transferring Entity harmless from, the Thrasher Assumed Liabilities relating to the Subject Sites,
as set forth and to the extent provided in the Agreement.
6. Nothing in this instrument, expressed or implied, is intended or shall be construed
to confer upon or give to any person or entity, other than the Transferring Entity and the Company
I and their respective successors and assigns, any remedy or claim under or by reason of this
instrument or any term, covenant or condition hereof, and all of the terms, covenants, conditions,
promises and agreements contained in this instrument shall be for the sole and exchlsive benefit of
the Transferring Entity and the Company and their respective successors and assigns.
7. Neither the making nor the acceptance of this instrument or any other instruments of
conveyance, assignment and transfer executed and delivered by the Transferring Entity and the
Company in connection with the transactions contemplated by the Agreement shall (i) constitute a
waiver or release by any party of any liabilities, duties or obligations imposed upon a party by the
terms, conditions and provisions of the Formation Agreement, including, without limitation, the
representations and warranties and other provisions which the Formation Agreement provides shall
survive the date hereof as limited by the survival periods stated therein or (ii) enlarge, extend,
restrict, limit or otherwise modify the terms, conditions and provisions of the Formation Agreement,
including, without limitation, the period of survival of the representations and warranties provided
for therein.
8. This instrument is being executed by the Transferring Entity and the Company and
shall be binding upon the Transferring Entity and the Company, and their respective successors and
assigns, for the uses and purposes above set forth and referred to, and shall be effective as of the date
hereof.
-2-
Global Contribution. Bill of Sale. Assignment and Assumption
A'IUI/10929507vt xonntom
9. This instrument shall be governed by and enforced in accordance with the laws of
the State of Delaware without reference to its choice of law rules.
10. This instrument may be executed in two or more counterparts, each of which is an
original, and all of which together shall be deemed to be one and the same instrument.
[Signatures on following pages]
-3-
ATIA1I10939507v1
Global Contribution, Bill of Sale, Asaignment and Assumption
xosantom
IN WITNESS WHEREOF, the Transferring Entity and the Company have caused this
Global Contribution, Bill of Sale, Assignment and Assumption to be duly executed on the date fust
above written.
CHICAGO SMSA LIMITED
PARTNERSHIP, an Illinois limited
partnership, d/b/a Verizon Wireless,
By: Cellco Partnership, a Delaware general
partner, its general partner
-4-
ATL01110929SOM
ar—
Pame: Bernadette Faiella .
Title: Acting Executive Vice
President and GTO
Global Contribution, Bill at Sale, Assignment eud Assumption
acrantom
Signature Page for Global Contribution, Bill of Sale, Assignment and Assumption
-5-
ATLOII10929507v1
CASTLE GT COMPANY LLC, a
Title: Vice President
Global Con4ibution, Bill of Sale, Assignmenl and Assumption
•omtom
IL0257
IL0260
IL0266
IL0270
IL0275
IL0287
IL0299
IL0308
IL0319
IL0311
IL0323
IL0330
IL0335
IL0340
IL0342
IL0351
IL0475
IL0476
IL0477
IL0481
IL0488
IL0493
IL0496
IL0499
IL0504
IL0508
IL0521
IL0528
IL0532
IL0541
IL0544
IL0545
IL0548
IL0554
IL0567
IL0572
IL0573
IL0577
IL0581
IL0586
IL0591
IL0362
IL0374
IL0378
AT1.01/10929507A
EXHIBIT A
AIT
ANTIOCH
AURORA BAKER
BARTLETT
BELMONT HALL
BULL VALLEY
CHRISTIANA
CRYSTALLAKE
DESPLANE
CVS (LAKE CALUMET)
DES PLAINES OASIS
EDENS JUNCTION
ELK GROVE
EAST MARKHAM
EUCLID
FRANKLIN PARK 2
NORTHLAKE
ROMEOVILLE (NORTH)
NORTH RIVERSIDE
OAKLAWN
ORLAND PARK
PALOS PARK
PETERSON/EDENS
PLAINFIELD
PROSPECT HEIGHTS2
RAND/53
SOUTH ELGIN
SOUTH HOLLAND
SKYWAY
SUGAR GROVE
TAYLOR (MORGAN PARK)
TECHNY
TRI-STATE & TOUHY
VANBUREN
WEST CHICAGO
WHEATON (CAROL STREAM)
WHEELING
WILMINGTON
WOLCOTT (HUBBARD)
WEST ORLAND PARK
ZION
GREENWOOD
HIGGINS/HARLEM
HINES VA
Global Contribution, Bill of Sale, Assignment & Assumption
aG=wm
IL0382
HOMER
IL0387
HUNTLEY
IL0388
HYDE PARK
IL0390
155 & WESTERN (STEVENSON)
IL0396
ITASCA COM ED
IL0397
JEFFERSON & 15TH
IL0398
JOLIET
IL0400
KEDZIE
IL0401
KENSINGTON
IL0409
LIBERTYVILLE
IL0415
LITTLE CITY
IL0422
LOMBARD
IL0432
MARENGO
IL0433
MARKHAM
IL0444
MINOOKA
IL0447
MONEE
IL0449
MORRIS
IL0470
NORRIDGE
IL0921
111TH & KEDZIE
-2-
Global Contribution. Hill of Sale, Assignment and Assumption
A7TA1/10929507r1 aGtantom
This document was prepared
by and upon recording
return to:
Phil van Aelstyn, Esq.
Downs Rachlin 8c Martin PLLC
90 Prospect Street
PO Box 99
St. Johnsbury, VT 05819-0099
Phone: (802)748-8324
Fax: (802)748-8502
0010865965
7721/0072 32 001 Page 1 of 10
2001-09-18 12:10:53
Cook County Recorder 39.50
IIIII I IIII I III I IIII II N II IIII
0010885985
see
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Assignment") is made effective as of the
date this Assignment is fully executed by both parties, by and between CHICAGO SMSA
LIMITED PARTNERSHIP, an Illinois limited partnership d/b/a Verizon Wireless, with its
principal offices located at cto Verizon Wireless, 180 Washington Valley Road, Bedminster, NJ
07921 (the "Assignor"), grantor for indexing purposes, and CROWN CASTLE GT
COMPANY LLC, a Delaware limited liability company, with its principal office at c/o Crown
Castle International Corp., 510 Bering, Suite 500, Houston, Texas 77057 (the "Assignee"),
grantee for indexing purposes. All terms not otherwise defined herein shall be defined as set
forth in that certain Formation Agreement between GTE Wireless Incorporation, a Delaware
corporation, the Transferring Partnerships, the Transferring Corporations, Crown Castle
International Corp., a Delaware corporation, and Crown Castle GT Corp., a Delaware
corporation, dated November 7, 1999, as it may have been heretofore amended (the "Formation
Agreement").
WITNESSETH
WHEREAS, Assignor desires to assign and Assignee desires to 9ccept and acquire that
certain site lease, license, easement or similar agreement more particularly described on Exhibit
-1-1 attached hereto and incorporated herein by this reference (the "Site Lease"), and affecting
the property and/or the premises more particularly described on Exhibit A attached hereto and
incorporated herein by this reference;
WHEREAS, if recorded, the Site Lease or a memorandum thereof is evidenced of record
as more particularly described on Exhibit B attached hereto and incorporated herein by this
reference;
WHEREAS, Assignor as lessor, landlord or licensor has leased or licensed tower space
on a telecommunications tower and/or ground space to the lessee(s), tenant(s) or licensee(s)
described in that certain lease or license agreement(s) more particularly described on Exhibit C
attached hereto and incorporated herein by this reference (the "Tower Lease(s)");
ATLOIA0802832v1 Illinois Auipment and Assumption (PadnerahiptGeneral Putnership)
ELK GROVE, IL0335
WHEREAS, pursuant to the Formation Agreement, Thrasher and the Transferring
Entities agreed to grant, contribute, convey, assign, transfer and deliver to Assignee, and
Assignee agreed to accept and acquire the Thrasher Contributed Assets and to assume the
Thrasher Assumed Liabilities, all as more fully described in the Formation Agreement;
WHEREAS, the Site Lease and the Tower Lease(s) comprise a portion of the Thrasher
Contributed Assets; and
WHEREAS, pursuant to the Formation Agreement, Assignee has as of this date acquired
a substantial portion of the telecommunications towers and certain related assets of Assignor in
several states in which Assignor does business, as evidenced in part by a Global Contribution,
Bill of Sale, Assignment and Assumption (the "Global Assignment").
NOW, THEREFORE, Assignor, in consideration of the premises, and other good and UI
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does tM
hereby (and pursuant to the Global Assignment does) unconditionally grant, sell, convey, assign, M.
transfer, set over and deliver the Site Lease and the Tower Lease(s) unto Assignee, as a portion
of the Thrasher Contributed Assets, free and clear of all Encumbrances (other than Permitted CD
Encumbrances), as the same exist on the date hereof as set forth and to the extent provided in the v-4
Formation Agreement:
Assignee hereby accepts such assignment and agrees to (and pursuant to the Global
Assignment does) assume those Thrasher Assumed Obligations that arise out of the Site Lease
and Tower Lease(s), as set forth and to the extent provided in the Formation Agreement and
Global Assignment;
Assignor hereby acknowledges that the Tower Structure located on the premises demised
under the Site Lease, and which comprise a portion of the Thrasher Contributed Assets, has been
granted, sold, conveyed, assigned, transferred, set over and delivered to Assignee pursuant to and
under the Formation Agreement and Global Assignment; and
Assignee hereby acknowledges that, as of the date hereof, Assignor has located on such
Tower Structure certain equipment which is more particularly described on Exhibit D attached
hereto and made a part hereof (the "Assignor's Equipment"), which Assignor's Equipment
comprises a portion of the Thrasher Excluded Assets. Assignee further acknowledges that
notwithstanding anything contained herein to the contrary, no right, title or interest in the
Thrasher Excluded Assets, including the Assignor's Equipment, is hereby transferred or assigned
to Assignee and all right, title and interest in and to the same is hereby reserved by and unto
Assignor.
Notwithstanding anything herein to the contrary, the Thrasher Retained Liabilities are
specifically excluded from the Thrasher Assumed Liabilities and shall be retained by Thrasher at
and following the execution and delivery of this instrument and the Global Assignment.
2-
ATL01110802832v1 Illinois Assi mens snd Ass ion Psnnershi
gr pl' ( p(General Partnership)
ELK GROVE, IL0335
Neither the making nor the acceptance of this Assignment shall (i) constitute a waiver or
release by any party of any liabilities, duties or obligations imposed upon a party by the terms,
conditions and provisions of the Formation Agreement, including, without limitation, the
representations and warranties and other provisions which the Formation Agreement provides
shall survive the date hereof as limited by the survival periods stated therein or (ii) enlarge,
extend, restrict, limit or otherwise modify the terms, conditions and provisions of the Formation
Agreement, including, without limitation, the period of survival of the representations and
warranties provided for therein.
Copies of the Formation Agreement, the Global Assignment and the Site Lease are on
file in the offices of Assignor and Assignee.
[remainder of page intentionally left blank; signature pages
for both Assignor and Assignee follow]
GO
C7
U;
to
00
-3-
AT[AI/10802832v1 Illinois Assignment and Ass imption(Partnership/General Partnership)
ELKGRGVE, IIA335
Signature Page for Assignment and Assumption Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Assignment under seal
as of the day and year first written above.
ASSIGNOR:
CHICAGO SMSA LIMITED
PARTNERSHIP, an Illinois limited partnership
d/b/a Verizon Wireless
By: Cellco Partnership, a Delaware general
partnership, its general paper
By: _tx 4u VA^
e: Bernadette Faiella
Title: Acting Executive Vice President
and CTO
[Seal]
ACKNOWLEDGMENT
STATE OF NEW YORK )
COUNTY OF Jai t�bSOMERSET //11 )
I, f�f A • Ya Notary Public in and for said County in the
State aforesaid, do hereby certify that Bernadette Faiella, personally known to me to be the
Acting Executive Vice president and CTO of Cellco Partnership, a Delaware general partnership,
as general partner of Chicago SMSA Limited Partnership, an Illinois limited partnership, and
personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that as such officer, she
signed and delivered the said instrument as her free and voluntary act and as the free and
voluntary act and deed of said partnership for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this%50day of4-1'�,2001.
tary Public
My Commission expires:
-a-
A11A1/10802932vl
[Notarial Stamp/Seal]
BABBARAA ENMANN
NOMRYPOUC OF NEWEEMEY
W Commissba D plru AA 30, 2006
W
CD
tT
Lr:
to
w4
Illinwis Auipment and Assumption (Pa nership/General Partnership)
ELK GROVE, IL0333
Signature Page for Assignment and Assumption Agreement
ASSIGNEE:
CROWN CASTLE GT COMPANY LLC, a
Delaware limited liability company
M
ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF FULTON
I, Mary E. StfOnn a N i unty in the State
aforesaid, do hereby certify that iULLY MAWT 6RUSl�tllVtti personally
known to me to be thetof Crown Castle GT Company
LLC (the "Company"), and personally known o met be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged
that as such officer, he/she signed and delivered the said instrument as his/her free and voluntary
act and as the free and voluntary act and deed of the Company for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this a 3 day of Augguustt 2000.
,,ottlolw,,,� Notary Public
My Commission expires: STiQ�
[Notarial Stamp/Seal]
awAm
€ GEORGIA
:. _ oecne,saao
-5-
ATL01/10802832v1 Illinois Assignment and Assumption (Partnership(General Partnership)
ELK GROVE, IU335
EXHIBIT "A"
(I1A335 -Elk Grove)
A parcel of land located within that pall of Lot 19 in Centex Industrial Park Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal
Meridian, according to the plat thereof recorded November 2, 1959 as Document No.
17701036 and LR 1894159, described as follows:
Commencing at the intersection of the West line of the East 553.10 feet of said Lot 19
with the South line of land dedicated for roadway improvement by Document No.
20804133, said South line being a line 20.00 feet South of (measured perpendicular
thereto) and parallel with the North line of said Lot 19; thence North 90 degrees 00
minutes 00 seconds East, along said parallel line, 50.00 feet; thence South 00 degrees 32
minutes 45 seconds West, parallel with the East line -of said Lot 19, a distance of 6.50 feet
for the Point of Beginning; thence continuing South 00 degrees 32 minutes 45 seconds
West, along said parallel line, 85.00 feet; thence North 90 degrees 00 minutes 00 seconds
East, parallel with the North line of said Lot 19, a distance of 60.00 feet to the East line of
the West 110.00 feet of the East 553.10 feet of said Lot 19; thence North 00 degrees 32
minutes 45 seconds East, along said East line, 85.00 feet to a line that is parallel with the
North line of said Lot 19 and passes through the Point of Beginning; thence South 90
degrees 00 minutes 00 seconds West, along said parallel line, 60.00 feet to the Point of
Beginning, containing 5100.23 square feet, in Elk Grove Township, Cook County,
Illinois.
TOGETHER WITH all right, title and interest of grantor in and to the following
described Access Easement:
A parcel of land located within that part of Lot 19 in Centex Industrial Park Unit 4, being
a subdivision in Section 35, Township 41 North, Range 11 East of the Third Principal
Meridian, according to the plat thereof recorded November 2, 1959 as Document No.
17701036 and LR 1894159, described as follows:
Beginning at the intersection of the West line of the East 5 53. 10 feet of said Lot 19 with
the South line of land dedicated for roadway improvement by Document No. 20804133,
said South line being a line 20.00 feet South of (measured perpendicular thereto) and
parallel with the North line of said Lot 19; thence North 90 degrees 00 minutes 00
seconds East, along said parallel line 50.00 feet; thence South 00 degrees 32 minutes 45
seconds West, parallel with the East line of said Lot 19, a distance of 91.50 feet; thence
South 90 degrees 00 minutes 00 seconds West, parallel with the North line of said Lot 19,
a distance of 50.00 feet to the aforesaid West line of the East 553.10 feet of Lot 19;
thence North 00 degrees 32 minutes 45 seconds East, along said West line, 91.50 feet to
the Point of Beginning, containing 4575.21 square feet in Elk Grove Township, Cook
County, Illinois.
Common Address: 1751 Greenleaf, Elk Grove Village, Illinois 60007
Property Identification No.: 08-35-104-060
ATI.OI/10749090vl IL0335 - Elk Grove
Sedion 119 Cook County, Illinois
M
Lt3
CD
aH1
EXHIBTT A -I
Site Lease Description
Lease Instrument dated 08/08/96 by Village of Elk Grove Village, as Lessor and Chicago SMSA
Limited Partnership, an Illinois limited partnership (as Lessee, as the same may have been
heretofore amended or assigned).
ko
w
M
to
ATL01/10802832v1 Illinois Assigrun w ar d Assumption (Pu nership/Oenenl Partnership)
ELK GROVE, IL0335
EXHIBIT B
Recording Information of Site Lease
Document(s) of record in COOK, Illinois Records as follows:
Date Recorded Book
09/09/96
ATL01/10802832vl
Page Instrument #
96-686459
Illinois Assignment and Assumption (Partnership/General PaMership)
ELK GROVE, IL0335
r.
EXHIBIT C
Co -Location Leases
Initial Lease(s) dated as Initial Tenants:
follows:
commenced 111/99 Ameritech Mobile Services, Inc.
as the same may have been heretofore amended
ATLOI/10802832vl
LO
w
CO
an
Illinois Assignment and Assumption (Partnership/General Partnership)
ELK GROVE, IL0335
R
E,)MIT Dv
Assignor's Equipment
That certain equipment described and located as follows:
Manufacturer Model
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP8013N
Swedcom
ALP9012EIA
Swedcom
ALP9012EIA
Swedcom
ALP9012N
Microwave Equipment
Manufacturer Model
Max ERP
T i ht
0.0
53
82.7
53
82.7
53
0.0
53
to
t0
0.0
78
193.5
78
0.0
78
0.0
104
�y
142.8
104
W-4
0.0
104
Structu m
Hei ht Center Line
124
Together with any receiving antenna(s) related thereto and miscellaneous materials associated
therewith such as, without limitation, the mounts, cable, ladder, coaxial cable, other similar
miscellaneous materials, and equipment cabinets or shelters, as applicable.
AT1A1110802832v1 afinoia Anig med end Aemmption (?mtnenWp/Generel PeAnmUp)
ELK GROVE, n11335