HomeMy WebLinkAbout1999 - Assignment of Leases - Tower Parent Corporation / Tower Asset Sub - 9906010443990b010443
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RETURN TO:
CSC
UGC FILINGS DEPL
P.O. BOX 1110
ALBANY, NY 12201-1110
P 2 OC71 -IIC-f k
King County, Washington
Site ID WA-0233 / Name ELMO - SPAA
Assessor Parcel Number: 032304-9057
This Document was
prepared by:
HAZEL & THOMAS, P.C.
P.O. Box 12001
Falls Church, VA 22042
Attn: C..Honigberg, ESQ.
ASSIGNMENT OF LEASES
This Assignment of Leases ("Assignment") is made and entered into effective as of the
day of April, 1999, by and between Tower Parent Corp., a Delaware corporation and
affiliate of Nextel, as hereinafter defined, ("Parent Co."), and Tower Asset Sub, Inc., a Delaware
corporation and an affiliate of Nextel and Parent Co. ("Tower Sub").
WITNESSETH:
WHEREAS, Nextel West Corp., a Delaware corporation, d/b/a Nextel Communications
("Nextel"), Parent Co., Tower Sub, and certain other parties designated therein have entered into
an Agreement and Plan of Merger dated February 10, 1999, as amended (the "Merger
Agreement"), which contemplates, inter alia, the conveyance, assignment, transfer and delivery
of Nextel's tower assets, and the continuing lease by Nextel of certain ground and/or platform
space on such tower assets pursuant to a Master Site Lease Agreement of even date herewith (the
"Master Lease");
WHEREAS, Nextel is either the tenant or the successor in interest to the tenant, as
the case may be, to that certain April 22, 1998 lease by and between Seattle Police Athletic
Association, Inc., a Washington Corp. as landlord and Nextel West Corp., a Delaware
corporation as tenant (as the same may have heretofore been assigned, modified or
supplemented, the "Prime Lease");
WHEREAS, pursuant to the Prime Lease, Nextel's tower assets include without limitation
rights, title and interests in and to a certain parcel of real property in King County, Washington
(the "Property"), and all subleases and sublicenses between Nextel as sublessor or sublicensor
SCANNED
9906010443
and third party sublessees and sublicensees, if any (collectively, the "Tenant Leases"), being the
same Property and Tenant Leases assigned to Parent Co. from Nextel by Assignment of Leases of
even date herewith, intended to be filed immediately prior to this instrument.
WHEREAS, in connection with the conveyance, assignment, transfer and delivery of
Nextel's tower assets, Parent Co. desires to assign to Tower Sub, and Tower Sub desires to
assume all of Nextel's rights, title and interests in and to the Prime Lease, the Property and the
Tenant Leases, if any;
NOW, THEREFORE, for and in consideration of the foregoing, the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are incorporated herein by reference and
made a part of this Assignment.
2. Incorporation of Exhibits. The Property, and/or the underlying parcel of real
property owned by landlord of which the Property is a part, is more particularly described on
Exhibit A hereto which is incorporated by this reference. The Tenant Leases, if any, are listed on
Exhibit B hereto which is incorporated by this reference.
3. Assignment and Assumption. Parent Co. does hereby assign, transfer, set over,
and deliver to Tower Sub all of Parent Co.'s rights, title and interests in and to the Prime Lease,
including without limitation all related easements, ancillary agreements and other appurtenant
rights pertaining to and running with the real property subject to the Prime Lease, the Property,
and the Tenant Leases. Tower Sub does hereby accept, assume and agree to be bound by all the
terms and conditions which are the responsibility of the lessee or tenant under the Prime Lease,
all the terms and conditions of all related easements and ancillary agreements, and all the terms
and conditions which are the responsibility of the sublessor or sublicensor under each of the
Tenant Leases, and which arise, are incurred, or are required to be performed from and after the
date of this Assignment.
4. Reconvevance. Notwithstanding anything to the contrary contained herein, in the
event Nextel exercises its option pursuant to the terms of the Master Lease to re -acquire from
Tower Sub its rights, title and interests in the Property, then all of Tower Sub's interest therein
shall automatically re -convey to Nextel. The parties hereby agree to execute any instrument or
other documents required to evidence any such re -conveyance.
5_ Further Assurances. The parties hereby agree to perform, execute and/or deliver
or cause to be performed, executed and/or delivered any and all such further acts and assurances
as may reasonably be required to confirm the transfers made pursuant to this Assignment.
6. Counterparts. This Assignment may be executed in two or more counterparts, all
of which taken together shall constitute one and the same instrument.
7. Governing Law. , This Assignment shall be governed and construed in accordance
with the laws of the State of Delaware without reference to its conflicts of laws principles.
Notwithstanding the foregoing, to the extent that the law of the state in which the real property
subject to the Prime Lease is located is mandatory rather than permissive for the issue in question
(such as, by way of example only, with respect to possession), the laws of the state in which the
real property is located shall govern.
8. Successors and Assigns. The terms and conditions of this Assignment shall run
with the property and shall be binding on and inure to the benefit of the successors and permitted
assignees of the respective parties.
9906010443
[Signatures on next page.]
9906010443
Site ID WA-0233
IN WITNESS WHEREOF, the.parties have caused this Assignment to be duly executed
and delivered effective as of the date first above written.
Witness -
e (Ai
Witness
Tower Parent Corp.,
a Delaware corporation
By:
[SEAL]
Name: Glen F. Spivak
Its: Vice President
By: % [SEA -Li"-
Name: Ried Zulager
Its: Secretary
Tower Asset Sub, Inc.,
a Delaware corporation
By: -Vs--•-,
Name: Richard J. Byrne
Its: Vice President
By:
Name: Ried Zulager
Its: Secretary
Address of Assignee/Grantee:
c/o SpectraSite Communications, Inc.
8000 Regency Parkway, Suite 570
Cary, NC 27511
Attn: General Counsel
State of Virginia )
) ss:
County of Fairfax )
and
Corporate Acknowledgment Site ID WA-0233
On April 16, 1999, before me, the undersigned officer, personally appeared:
(a) Glen F. Spivak, with an address at 1505 Farm Credit Drive, McLean, VA 22102,
(b) Ried Zulager, with an address at 1505 Farm Credit Drive, McLean, VA 22102
personally known and acknowledged himself/herself/themselves to me (or proved to me on the
basis of satisfactory evidence) to be the
[a] Vice President, and
[b) (Assistant) Secretary,
respectively of Tower Parent Corp., a Delaware corporation (hereinafter, the "Corporation") and
that as such officer(s), being duly authorized to do so pursuant to its bylaws or a resolution of its
board of directors, executed, subscribed and acknowledged the foregoing instrument for the
purposes therein contained, by signing the name of the Corporation by himself/herself/themselves
in his/her/their authorized capacities as such officer(s) as his/her/thew free and voluntary act and
deed and the free and voluntary act and deed of said Corporation.
Witness my hand and official seal as of the foregoing acknowledgments:
9906010443
C-71r{,
Notary Public
My commission expires:
Y PUBLIC
STATE OF VIRGINIA
MARIA GUIDRY
MY COMMISSION EXPIRES
JANUARY , 2002
(SEAL]
9906010443
Corporate Acknowledgment Site ID WA-0233
State of Virginia )
) ss:
County of Fairfax )
On April 16, 1999, before me, the undersigned officer, personally appeared:
(a) Richard J. Byrne, with an address at 1505 Farm Credit Drive, McLean, VA 22102,
and
(b) Ried Zulager, with an address at 1505 Farm Credit Drive, McLean, VA 22102
personally known and acknowledged himself/herself/themselves to me (or proved to me on the
basis of satisfactory evidence) to be the
[a] Vice President, and
[b] (Assistant) Secretary,
respectively of Tower Asset Sub, Inc., a Delaware corporation, (hereinafter, the "Corporation")
and that as such officer(s), being duly authorized to do so pursuant to its bylaws or a resolution of
its board of directors, executed, subscribed and acknowledged the foregoing instrument for the
purposes therein contained, by signing the name of the Corporation by himself/herself/themselves
in his/her/their authorized capacities as such officer(s) as his/her/their free and voluntary act and
deed and the free and voluntary act and deed of said Corporation.
Witness my hand and official seal as of the foregoing acknowledgments:
Notary Public
My commission expires:
P PUBLIC
STATE OF VIRGINIA
MARIA M, GU1DPX
MY COMMISSION F.YPIRES
JA.RILN: `''"'
[SEAL]
EXHIBIT A Site ID WA-0233
Site Name ELMO - SPAA
Legal Description
The description(s) below or attached hereto identifies the following:
aUnderlying Parcel Owned by Landlord.
®- Leased Property.
9906010443
to the Agreement dated 1-4
Washington corporation, as Lessor,
as Lessee.
EXHIBIT A
DESCRIPTION OF LAND
, 1998, by and between Seattle Police Athletic Association, Inc., a
d Nextel West Corp., a Delaware corporation, dba Neste] Communications
The Land is described and/or depicted as follows (metes and bounds description):
THAT PORTION OP THE SOUTHWEST QUARTER OF SECTION 3, TOWNSHIP 23 NORTH,
RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTH LLE OF SECTION 3, TOWNSHIP 23
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, AND
THE -CENTERLINE OF THE OLD SEATTLE TACOMA INTERURBAN RAILWAY RIGHT OF WAY;
THENCE NORTH 76°42'05" EAST 50.00 FEET ON A RADIAL OF THE CURVE OF SAID
RIGHT OF WAY TO A POINT ON THE NORTHEASTERLY MARGIN THEREOF;
THENCE NORTHWESTERLY ON A CURVE TO THE LEFT WITH A RADIUS OF 2914.93 FEET A
DISTANCE OF 48.42 FEET TO AN INTERSECTION WITH THE NORTH LINE OF THE CEDAR
RIVER PIPE LINE -LIGHT OF WAY AND THE TRUE POINT OF BEGINNING;
THENCE NORTHWESTERLY ON SAID CURVE TO THE LEFT 337.90 FEET TO A POINT OF
TANGENCY;
THENCE NORTH 20°53'36.5" WEST 213.283 FEET TO THE LINE OF AN EXISTING
07 CONCRETE WALL;
tti THENCE NORTH 68°48'07" EAST ALONG THE SOUTHERLY SIDE OF SAID WALL AND SAME
PRODUCED A DISTANCE OF 350.005 FEET;
THENCE SOUTH 20°53'36.5* EAST 215.144 FEET;
CDTHENCE ON A CURVE TO THE RIGHT WITH A RADIUS OF 3264.93 FEET A DISTANCE OF
C 482.10 FEET TO AN INTERSECTION WITH THE NORTH LINE OF THE CEDAR RIVER PIPE
LINE RIGHT OF WAY;
2) THENCE NORTH 78°41'10" WEST 363.46 FEET ALONG SAID NORTH LINE TO THE TRUE
*17 POINT OF BEGINNING.
Page 8
September 1997
06
4/13,96
9906010443
EXHIBIT B
Page 1 of 2
DESCRIPTION OF PREMISES
to the Agreement dated 14 %/1- , 1998, by and between Seattle Police Athletic Association, Inc., a
Washington corporation, as Lessor, d Nextel West Corp., a Delaware corporation, dba Nextel Communications
as Lessee.
The Premises are described and/or depicted as follows:
Notes.
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4.
10204.49
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IGflK POLICE Al/LZIC AS3at
PARCEL Na Cant L00
1
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♦N
SURVEY — OVERALL SITE PLAN
salt: r-x
This Exhibit may be replaced by a land survey of the Premises once it is received by Lessee.
Setback of the Premises from the Land's boundaries shall be the distance required by the applicable governmental
authorities.
Width of access road shall be the width required by the applicable governmental authorities, including police and
fve departments.
The type, number and mounting positions and locations of antennas and transmission lines are illustrative only.
Actual types, numbers, mounting positions may vary from what is shown above.
Page 9
September 1997
994601044d
EXHIBIT B
Page 2 of 2
DESCRIPTION OF PREMISES
to the Agreement dated 1,1 ZZ , 1998, by and between Seattle Police Athletic Association; Inc., a
Washington corporation, as Lessor, d Nextel West Corp., a Delaware corporation, dba Nextel Communications
as Lessee.
The Premises are described and/or depicted as follows:
Moles:
SURVEY — ENLARGED SITE PLAN
This Exhibit may be replaced by a land survey of the Premises once it is received by Lessee.
Setback of the Premises from the Land's boundaries shall be the distance required by the applicable governmental
authorities.
Width ofaccess road shall be the width required by the applicable governmental authorities, including police and
fire departments.
The type, number and mounting positions and locations of antennas and transmission lines are illustrative only.
Actual types, numbers, mounting positions may vary from what is shown above.
Sublessor/Sublicensor
None
9906010443
EXHIBIT B
List of Tenant Leases
(if applicable)
Site ID WA-0233
Site Name ELMO - SPAA
! Sublessee/Sublicensee I Lease Date