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Home My WebLink AboutRESOLUTION - 5-12 - 1/10/2012 - CONSENT TO ASSIGNMENT TOWER ASSETS NEWCORESOLUTION NO. 5-12 A RESOLUTION AMENDING RESOLUTION NO. 16-11 AND AUTHORIZING THE MAYOR TO EXECUTE A CONSENT TO ASSIGNMENT OF GROUND LEASE AND RELATED TOWER ASSETS (TOWER ASSETS NEWCO VI, LLC)(1060 OAKTON STREET) 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 Consent to the Assignment, 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 document upon the signature of the Mayor. Section 2: That the adoption of this Assignment by the Village provides consent to and approval of said Assignment of Ground Lease and related tower assets from Tower. Assets Newco VI, LLC to Tower Assets Newco II, LLC. Section 3: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 101h day of January 2012. APPROVED this 101h day of January 2012. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Judith M. Keegan, Village Clerk TowercoAssignment IL -3026 TOWER ASSETS NEWCO VI LLC 4091 Viscount Ave. Memphis, Tennessee 38118 December 12, 2011 VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED Village of Elk Grove 901 Wellington Avenue Elk Grove Village, IL 60007-4399 Attn: Village Manager RE: Ground Lease Agreement (as heretofore amended and assigned, if applicable, and together with any related easements or other appurtenances, the " Lease") by and between Village of Elk Grove (the "Landlord") and Tower Assets Newco VI, LLC (as tenant or successor tenant, as applicable, the `Assignor"); Address of Site: 1060 Oakton Elk Grove Village, IL 60007 Dear Landlord, We are restructuring our Tower Assets Newco VI, LLC tower portfolio. Under an assignment agreement, the form of which is attached to this request, Assingor will assign the ground lease and related tower assets associated with this Site to an affiliate, Tower Assets Newco II, LLC (`Assignee"). From and after the effective date of the assignment (the Closing Date"), which is expected to be consummated December 30, 2011, Assignee shall become the "tenant" under the Lease. The actual Closing Date may be earlier of later. Assignee's contact information is the same as Tower Assets Newco VI, LLC: TOWER ASSETS NEWCO II LLC 4091 Viscount Ave. Memphis, Tennessee 38118 901.794.9494 As required by the Lease, we hereby request your consent to the Assignment. Further, we hereby request that Landlord acknowledge that Assignor shall have no further rights or obligations with respect to the Lease, to the extent accruing on and after the Closing Date, and notwithstanding anything in the Lease to the contrary, Landlord hereby releases Assignor from all liability with respect to the foregoing. Nothing herein shall be deemed to release Assignor from its obligations and liabilities under the Lease, to the extent such obligations and liabilities arose or accrued prior to the Closing Date. IL -3026 Furthermore, we hereby request that you confirm that, as of the date hereof, the lease is in full force and effect and no default is outstanding. We ask that you please confirm your consent to the Assignment and your agreement to the provisions of this Letter by signing where indicated below and returning it in the enclosed envelope. Should you have any questions about this Letter or the Assignment, you may contact the undersigned at 800-875-5109, ext 121. Sincerely, TOWER ET NEW O VI, LLC By: N. Jay Lindy Ti le: General Counsel Agreed and Acknowledged: Village of Elk Grove, an Illinois Municipal Corporation By: Craig B. Johnson Print Name: Craig B. Johnson Its: Mayor Date: January 10, 2012 IL -3026 After Recording, Return to: Tower Assets Newco V1, LLC c/o Jay Lindy 4019 Viscount Ave. Memphis, TN 38118 ASSIGNMENT OF LEASE THIS ASSIGNMENT ("Agreement") made and entered into this 30th day December, 2011, by and between Tower Assets Newco VI LLC ("Assignor") and Tower Assets Newco II LLC ("Assignee"). WITNESSETH: WHEREAS, Village of Elk Grove, Illinois, and AT&T Wireless PCS, Inc., as the original tenant and predecessor in interest to Assignor, entered into a Lease Agreement, dated January 3, 1997, and Addendum dated January 3, 1997, and First Amendment to Ground Lease Agreement dated January 27, 2009, and Second Amendment to Ground Lease dates December 7, 2009 ("Lease"), to lease certain premises (the "Premises") located at 1060 Oakton Elk Grove Village, Cook County, IL 60007and as more specifically described in the Lease; and WHEREAS, Assignor desires to assign to Assignee all of Assignor's rights and delegate all of Assignor's duties under the Lease to Assignee; and NOW THEREFORE, in consideration of the premises, promises and covenants of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows: 1. Assignor hereby grants, conveys, sets -over and assigns to Assignee all of Assignor's right, title and interest in and to the Lease, to have and to hold same unto Assignee from the date hereof, for and during the remainder of the term of the Lease and any Renewal Terms thereafter. 2. Assignee hereby assumes all of the obligations and liabilities of Assignor under the Lease for the balance of the term thereof, and covenants with Assignor to observe and perform all conditions and covenants of the Lease in the same manner as if Assignee were the original landlord thereunder from and after the effective date of this Agreement. 3. Except as otherwise provided herein, this Agreement shall be binding upon the parties hereon and their respective heirs, executors, administrators, successors and permitted assigns. IL -3026 IN WITNESS WHEREOF, the parties hereto have executed this Assignment, each entity acting through its duly authorized representative. Witness: ASSIGNOR: Executed ,2011 Print Name: TOWER ASSETS NEWCO VI LLC By: William Orgel Print Name: Its: President STATE OF TENNESSEE COUNTY OF SHELBY Before me, a Notary Public in and for said State and County, duly commissioned and qualified, personally appeared William Orgel, with whom I am personally acquainted, and who, upon oath, acknowledged himself to be the President of TOWER ASSETS NEWCO VI LLC, and that he executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as President. Witness my hand, at office, this _day of 2011. Notary Public My Commission Expires: [Assignee's signature on the next page.] IL -3026 ASSIGNEE: Print Name: I Executed 2011 TOWER ASSETS NEWCO II LLC Print BY: William Orgel Its: President STATE OF TENNESSEE COUNTY OF SHELBY Before me, a Notary Public in and for said State and County, duly cormnissioned and qualified, personally appeared William Orgel, with whom I am personally acquainted, and who, upon oath, acknowledged himself to be the President of TOWER ASSETS NEWCO II LLC, and that he executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as President. Witness my hand, at office, this _day of 2011. Notary Public My Commission Expires: