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Home My WebLink AboutOwnership transfers rel docsAMERICAN TOWER® C O R P O R A T 1 0 N ASSISTANT SECRETARY'S CERTIFICATE I, Chad J. Lindner, a duly elected and acting Assistant Secretary of American Tower Corporation, a Delaware corporation (the "Com an '), hereby certify that: • on October 1, 2013 the Company, through its wholly owned subsidiary American Tower Investments LLC ("AT investments"), completed its acquisition of MIP Tower Holdings LLC, the parent company of Global Tower Partners ("GTP" ); • AT Investments is 98.99% owned by American Towers LLC ("AT U ') and 1.01% owned by ATC TRS II LLC (°ATC TRS !f'); • ATC TRS 11 is a wholly owned subsidiary of AT LLC; • AT LLC is a wholly owned subsidiary of the Company; and • as part of the acquisition, the Company acquired the GTP subsidiaries listed on Exhibit A. IN WITNESS WHEREOF, I have hereunto signed my name as Assistant Secretary of the Company, this 29thday of April 2014. Chad J. Lindner Assistant Secretary Exhibit A ACC Tower Sub, LLC Alternative Networking, Inc. Cell Site NewCo I, LLC Cell Site NewCo 11LLC Cell Tower Lease Acquisition LLC Centennial Towers CR, S,R,L, DCS NewCo, LLC DCS Tower Sub, LLC Global Tower Assets 11, LLC Global Tower Assets 111, LLC Global Tower Assets IV, LLC Global Tower Assets V, LLC Global Tower Assets, LLC Global Tower Brazil, LLC Global Tower DAS, LLC Global Tower Holdings, LLC Global Tower Management, LLC Global Tower Partners do Brazil Partici acoes Ltda, Global Tower Pro erties, LLC Global Tower Services, LLC Global Tower Sites 1, LLC Global Tower LLC GLP Cell Site A, LLC GLP Cell Site 1, LLC GLP Cell Site 11, LLC GLP Cell Site 111, LLC GLP Cell Site IV, LLC GLP Guarantor Sub LLC GLP LLC Gondola Communications Holdings LLC Gondola Holding LLC Gondola Tower Holdings LLC GTP Acquisition Partners I LLC GTP Acquisition Partners 11, LLC GTP Acquisition Partners IE1, LLC _..._._ GTP ANI Holdings, LLC GTP Cellular Sites, LLC GTP Costa Rica Finance LLC GTP Costa Rica HoldCo LLC CR S.R.L, GTP Costa Rica Holding CR S.R,L, GTP Costa Rica LLC GTP Hi h ointe Holdings, LLC GTP Hold Co, I, LLC GTP Holdings, LLC GTP Infrastructure 1, LLC GTP Infrastructure 11, LLC GTP Infrastructure Eli LLC GTP Investments LLC GTP Issuer HoldCo, LLC GTP LATAM Holdco S.L. GTP LATAM Holdings, B.V. GTP LATAM Holdin s Goo eratieve U,A, GTP Latin Management, LLC GTP Operations CR, S.R.L. GTP Panama Holdings, S do R.L, de C.V. GTP Sites HoidCo, LLC GTP South Acquisitions 11, LLC GTP Structures I, LLC _GTP Structures 11, LLC GTP Structures III, LLC GTP Structures Issuer, LLC GTP Structures IV, LLC GTP Structures V, LLC GTP TEC Holdings, LLC GTP Torres CR, S,R.L, GTP Towers Costa Rica Holdcorp. S.R.L. GTP Towers I, LLC GTP Towers II LLC GTP Towers III, LLC GTP Towers Issuer LLC GTP Towers IV, LLC GTP Towers IX, LLC GTP Towers V, LLC GTP Towers VI I, LLC GTP Towers VIII LLC GTPI HoidCo, LLC Highpointe Management, LLC Mid -Atlantic Tower Management, LLC National Tower, LLC PCS Structures Towers, LLC Tower Management, Inc. VIA FEDERAL EXPRESS 799091651647 October .1 r 2012 y3� 4 Public Works Director City of Auburn West Main Street (fld25 P r ValWonAuburn 5telaPtartie Parker Step jl Stephanie r Washington 98001 Asset Planager RE: COMMUNICATIONS SITE ID # WA-501.3 / AUBURN Suile 3i)0 Pare of Coinnx>rcc Esaulevard _�C�it SITE LEASE AGREEMENT DATED SEPTEMBER ].9� `2.005 Boca Ratan, FL 33-18Z-3612 CONSENT FOR USE APPROVAL - WIRELESS TELECOMMUNICATIONS ii: 561-8F3G-3�151 56t slsz 2lcz Dear Landlord: sparkerCogtl>sitea,<:om Referencing] the above -mentioned Lease Agreement between the City of Auburn as Landlord and Global Tower Partners as successor in interest to New Cingular Wireless PCS, LLC, and further to AT&T Wireless Services of Washington, LLC d/b/a AT&T Wireless by AT&T Wireless Services, written approval is required from the Landlord in accordance with Section I.S. Please allow this latter to serve as request for such and indicate approval by executing where indicated below. Should you require additional Information, do not hesitate to contact me. I am the Asset Manager assigned to this facility and an3 happy to assist with this and any other matter, After signature, please forward the original to nee in the prepaid return envelope contained herein (799091651670), if you could also email or fax a copy to my attention, it would be greatly appreciated, My card Is enclosed for your convenience. Under separate cover, I have made our Leasing Department aware of the procedure to enter into a public, way agreement as per `title 20 of the Auburn Code. What is the procedure in place for such an application? I found the documentation list that is necessary for Submission, I look forward to hearing from You. Most sincerely, phanie Lee Parker et Manager osure(s) as stated above City Attorney, Auburn, Washington, U:SPS Certified 7z91, 906 9040 1217 suns Landlord Consent: By: i,1.g-nA_".' W Title: 're-c, Date: _._.-.4j Cis,. 'Q_ Comcast Cable Communications Management, LLC Attention: Business Scrvicos Vice President Date: 11/2/2012 RE: Access 10 Pr,operty Property Addt•ess: 5800 South 316th St AubuniWA 98004 Deal- Comcast: City of Auburn, (the "Ownct•") bcing fife owner of the promises described above (117e "Property"), Hereby consents to the instttltittion, operation, and maintenance by Comcast Coble COtn1)7LI111ea11on5 Management, LLC, on behalf of its affiliates (together, "CO mcast" ), at C'owcest's sole cost and expense, of Comcast's cable and other equipment into, over, under, across, and along iltc Property, to be used by C'omcttst io provide cantnuinictttians sccvices to tenants and other occupants of the Property. Corneas( will caviucl the Otvuer•, or Orvuer'.Y pepi-eseuurlive, be%nre trarh begArs. This i -f1bl- nation It'd/ not be,, used,liw cu?V other, pin pon. .y7)e cntatcrcl plrale run bei- is: Global Trager Prrrtrrers 561.886.3951 crrrcl/arc-nrcrll uclr/rcrss: suarher aaP p ites.c�out. C'omcast shall repair any danjage to the .Property caused by the installation, operation, or maintenance of Co.meast's equip.mont oil the Property. Owool-'s consent will continue for so long as Comeast provides communications services to ten ants or oilier occupants of the Property. Sincerely, Owning F,niity: City ol'Auburn i Accepted and Agreed to by: Comcast Cable Communications Management, LLC By; Nance; 131-coda V1101-ia Title: Vice. President of Business SCI'Viccs Date: (C:omcust rev. Aprit 5, 20121 Global Tower Partners 1801 Clint Moore Road —Suite 110 Boca Raton, Fl, 33487 Phone: 561.995.0320 Fax: 561.995.0321 GLOBAL TOWER PARTNERS November 11, 2008 The City of Auburn 25 West Main St, Auburn WA, 98001 RE: GTP Site Name: Auburn GTP Site ID: WA-5013 Dear Landlord: Global Tower Partners is pleased to announce its recent acquisition of the communication facility located at 5800 SOUTH 316TH STREET, Auburn, WA 98001, which was previously owned by AT&T Mobility Tower Holdings II, LLC("Seller"). Enclosed are the following items: A copy of the internal Assignment and Assumption of Ground Lease and subsequent Bill of Sale of GTP Towers VI I, LLC dated December 24, 2008 for your records. Our EFT information and authorization form for you to complete and return to us— this enables us to pay your rent via electronic deposit directly to your bank account, eliminating mail delays or loss. Please contact Norah Samuels, manager of Accounts Payable at 561-886-3915, if you are unable to complete these forms, or have questions. A form for you to return to us with your contact names, email address, phone numbers, etc. A blank W-9 form for you to return to us with your tax identification number for the required Form 1099 filings with the IRS. Please remember that the name on the W-9 must agree with the name on the rent checks we will send to you. In addition, if there are multiple payees, you must return separate W-9 forms for each payee unless they are married individuals filing joint tax returns. Effectively immediately, all notices and correspondence should be sent to: GTP Towers VII, LLC 1801 Clint Moore Road, Suite 110 Boca Raton, FL 33487-2752 Attention: Beth Henson, Asset Manager Please visit our website at www^gtpsites.com for more information about our company. If you have any questions or concerns, you can reach me by phone (Monday through Friday between 8:30 AM and 5:30 PM Eastern time). To reach me by our toll -free number please call 1.866.487.8977 and ask for me by name. My email address is bhenson@gtpsites.com and our fax number is 561-995-0321. Thank you and we look forward to working with you. Sincerely, ✓`3ef�c ��e�o�c Beth Henson Asset Manager RETURNS J RECEIVE C#y of Auburn Englno r(ng Division GLOBAL TOWER PARTNERS Street Address of the tower: (if known) Name of the landowner(s): Address of Landowner: Person for GTP to contact: (if landowner, please write same) Relationship of contact to landowner (i£ contact person is not landowner) Best time of day for GTP to call GTP ID: WA-5013 �Se (nQ -6�D�--N C"-A n Day Phone. �� - Evening Phone: Fax: Q u 2-.33-� - S�(D Cell Phone: Email c7Z�N Q,, � l f•. Anything we should know or special requests: AT&T Mobility 14500 NE 87th Street Redmond, WA 98052 October 14, 2008 VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED OCT 17 2008 City of Auburn 25 West Main Street Auburn, WA 98001 Attn: Public Works Director RE: Lease Agreement or License Agreement (as heretofore amended and assigned, if applicable, and together with any related easements or other appurtenances, the "Lease") by and between City of Auburn (the "Landlord") and AT&T Mobility LLC, or one of its affiliates, (as tenant or successor tenant, as applicable, the "Assignor"); Address of Site: 5702 S. 316th Street, Auburn, WA 98001 Ladies and Gentlemen: AT&T Mobility LLC ("AT&T") and Global Tower, LLC ("Global Tower"), among other parties, have entered into that certain Purchase Agreement dated as of September 26, 2008 (as amended and assigned from time to time, the "Purchase Agreement"). Under the Purchase Agreement, AT&T, as an affiliate of and on behalf of Assignor, will transfer certain assets that include the Lease to an affiliate of AT&T ("Assignee"), and thereafter transfer 100% of its interest in Assignee to Global Tower (or an affiliate or subsidiary of Global Tower). The foregoing two-step assignment of Assignor's interest in the Lease is referred to in this Letter as the "Transfer". This Letter serves as notice under the Lease that Assignor is transferring the Lease to Assignee pursuant to the Transfer. From and after the effective date of the Transfer (the "Closing Date"), which is expected to be consummated in the fourth quarter of 2008, Assignee shall become the "tenant" under the Lease. The actual Closing Date may be earlier or later. We ask that you please execute the enclosed Estoppel Certificate where indicated and return it in the enclosed addressed, stamped envelope. You will be notified of any change in the notice address and other contact information for the "tenant" under the Lease promptly after the Closing Date. Should you have any questions about this Letter or the Transfer, you may contact Tim Loose of AT&T at 425-702-3036. Very truly yours, AT&T Mobility LLC By: Jon Morris Director, Strategic Real Estate Initiatives With a copy to: City of Auburn 25 West Main Street Auburn, WA 98001 Attn: City Attorney Doc # 01-2250571.1 FA # 10092537 ; Site ID AWE -Auburn Proud Sponsor of the U.S. Olymplo Team - - - - - AT& a�67C 1450 Mobility 11�. 1R500 NE 87th Street by Redmond, WA 98052 October 14, 2008 VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED �� rz)_� City of Auburn 25 West Main Street Auburn, WA 98001 Attn: Public Works Director RE: Lease Agreement or License Agreement (as heretofore amended and assigned, if applicable, and together with any related easements or other appurtenances, the "Lease"} by and between City of Auburn (the "Landlord") and AT&T Mobility LLC, or one of its affiliates, (as tenant or successor tenant, as applicable, the "Assignor"); Address of Site: 5702 S. 316th Street, Auburn, WA 98001 Ladies and Gentlemen: AT&T Mobility LLC ("AT&T") and Global Tower, LLC ("Global Tower"), among other parties, have entered into that certain Purchase Agreement dated as of September 26, 2008 (as amended and assigned from time to time, the "Purchase Agreement"). Under the Purchase Agreement, AT&T, as an affiliate of and on behalf of Assignor, will transfer certain assets that include the Lease to an affiliate of AT&T ("Assignee"), and thereafter transfer 100% of its interest in Assignee to Global Tower (or an affiliate or subsidiary of Global Tower). The foregoing two-step assignment of Assignor's interest in the Lease is referred to in this Letter as the "Transfer". From and after the effective date of the Transfer (the "Closing Date"), which is expected to be consummated in the fourth quarter of 2008, Assignee shall become the "tenant" under the Lease. The actual Closing Date may be earlier or later. Please note, there is a possibility that the assignment of the Lease may take effect after the date on which the change in control of Assignee is effective. If that happens, then the Lease will be directly assigned from Assignor to Assignee by lease assignment, and that direct assignment will be deemed to be the "Transfer" hereunder. This letter, once fully executed and delivered, will be deemed to cover, and consent to, either type of Transfer. We hereby request your consent to the Transfer. 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 that 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. 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. PA # 10092537; Site ID AWE -Auburn 40 Proud Sponsor of the U.S. Olympic Team MM AT&T Mobility 14500 NE 87th Street Redmond, WA 98052 We ask that you please confirm your consent to the Transfer and your agreement to the provisions of this Letter by signing where indicated below and returning it in the enclosed addressed, stamped envelope. You will be notified of any change in the notice address and other contact information for the "tenant" under the Lease promptly after the Closing Date. Should you have any questions about this Letter or the Transfer, you may contact Tim, Loose of AT&T at 425-702-3036, Very truly yours, AT&T Mobility LLC By: Jon Morris Director, Strategic Real Estate Initiatives With a copy to: City of Auburn 25 West Main Street Auburn, WA 98001 Attn: City Attorney Acknowledged, Consented and Agreed to as of , 2008: CITY OF AUBURN By: Name: Title: Doc # 01-2250628.1 FA # 10092537; Site ID AWE -Auburn 'c.7cT Proud Sponwr of the U.J. Qlymplc Team GLOBAL "TOWER PARTNERS e FEB 3 0y of AubuRN Public Woeks DEPARTMENT Global Tower Partners 1801 Clint Moore Road —Salto 215 Roca Raton, FL 33487 Phone: 561.995.0320 Far 561.995.0321 January 30, 3009 RE: Site ID: WA-5013 [5800 South 316 Street, Auburn, WA 98007] NOTICE OF MORTGAGE Dear Landlord: Please be advised that pursuant to the terms of our Agreement, this letter will serve as NOTICE that we are pledging our interest in our Agreement to Bank of New York Mellon. As is required in the event that notice need be given to our Mortgagee, the correct address is Bank of New York Mellon, c/o ABS Structured Finance Services, 101 Barclay Street, Floor 4 West, New York, New York 10286, Attn: Alan Terezian. The pledge of our interest in no way changes either of our current rights and obligations under the Agreement. Thank you in advance for your continued cooperation and assistance. Please be assured of ours. ery!quly yours, Paralegal MR: chr Date: October 29, 2008 To: Rob Roscoe, Risk Manager -- Human Resources From: Chris Thorn, Water quality Programs Coordinator — Utilities Subject: AT&T Cellular Communications Lease — West Hills Springs Property -.. Attached are two pieces of correspondence related to the transfer of ownership of the AT&T cellular tower on the West Hill Springs property. The ownership of the tower is being transferred from AT&T Mobility LLC to Global Tower partner. We were sent an Estoppel Certificate and a letter consenting to the transfer (enclosed in the Certified Mail envelope), both of which we were asked to sign. The second correspondence piece is a change in address for return of the consent forms from Kelly Davis of Black & Veatch Associates. Cynthia LaMothe (Water Engineer) forwarded the Estoppel and letter of consent to Legal for their review. Included are copies of the e-mail correspondence that has ensued. I have been directed to hand this over to "Property Management" (that's you I guess) for dealing with the lease issues involved. If you pass this on to one of your staff, or decide to handle it yourself, I can forward the cover letter and proposed lease agreement amendment that were prepared by Steven Gross of the Legal department. Please give me a call at X5065 if you have any questions. October 24, 2008 City of Auburn Attn: Chris Thorn Cti�,oa:��(t%1ti-LIrt14va. Jov 25 West Main Auburn, WA 98001 RE: CHANGE IN ADDRESS RETURN FOR CONSENT FORMS Dear Mr. Thorn, You recently received notification (via Certified Mail) in a change of an asset transfer from At&t Mobility LLC to Global Tower Partner (GTP). I am an associate with Jim Alderman who was named as the contact to return your signed documents. I will become your primary contact in this matter. If at this time you have not returned the forms to Mr. Alderman please sign and return the Consent and/or Estoppel Agreements in the stamped, self-addressed envelope enclosed for your convenience. If you have any questions and/or concerns, please feel free to contact me directly via phone at 321-363-2378. Thank you in advance for your consideration in this matter; it is appreciated. Regards, Kelly Davis Black & Veatch Associate On behalf of Jim Alderman AT&T Mobility Asset Transfer Team REF# FA10092537 (WA) Mailing Address. 105 Eastwind Court — Sanford, FL - 32773. Chris Thorn From: Steven Gross Sent: Tuesday, October 28, 2008 2:32 PM To: Chris Thorn Cc: Cynthia Lamothe Subject: RE: Cingular Lease amendment Chris, I recommend that the City not sign the acknowledgment letter. I recommend we sign the estoppel certificate, and use the draft cover letter as the City's consent to the transfer. (if that's not clear in the letter, we could add some language.) My main concern with signing their letter is that they would likely consider that to be the end of the required paperwork, where I would strongly recommend that the actual lease be amended. Please let me know -if you have any other questions. Steven L, Gross Assistant City Attorney City of Auburn 253.804.5027 The information contained in this electronic communication is personal, privileged and/or confidential information intended only for the use of the individual(s) or entity(ies) to which it has been addressed. If you read this communication and are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication, other than delivery to the intended recipient is strictly prohibited. If you have received this communication in error, please immediately notify the sender by reply e-mail. Thank you. -----Original Message ----- From: Chris Thorn Sent: Tuesday, October 28, 2008 2:25 PM To: Steven Gross Cc: Cynthia Lamothe Subject: FW: Cingular Lease amendment Steven, Could you please clarify whether the City will sign the acknowledgement letter, or whether the lease agreement amendment is to be signed instead? Thank you, Chris Thorn City of Auburn (253) 804-5065 -----Original Message ----- From: Cynthia Lamothe Sent: Tuesday, October 28, 2008 2:06 PM To: Chris Thorn Subject: RE: Cingular Lease amendment Chris, It seems to me that the City letter Steven drafted should make some reference to the fact that the City will sign the acknowledgement letter for the transfer after the lease agreement amendment is signed and returned to the City. Or maybe the City does not sign the acknowledgement letter at all. Please check with Steven on this. 1 communication, other than delivery to the intended recipient is strictly prohibited. If you have received this communication in error, please immediately notify the sender by reply e-mail. Thank you. 3 Chris Thorn From: Cynthia Lamothe Sent: Friday, October 24, 2008 1:34 PM To: Chris Thorn Subject: FW: Auburn estoppel certificate There is a new attorney in legal by the name of Stephen Gross. They received copies of the letter and certificates and are reviewing them now. Cynthia From: Cynthia Lamothe Sent: Friday, October 24, 2008 1:15 PM To: Stephen King Cc: Dan Held; Chris Thorn Subject: FW: Auburn estoppel certificate Stephen, I received this certificate related to the West Hill Springs leased cell site from Dennis Dowdy today and will be forwarding it for your review and/or signature. Cynthia Cynthia Lamothe, P.E. Water Utility Engineer City of Auburn, Public Works Phone: 253-804-5061 Fax: 253-931-3053 From: Chris Thorn Sent: Friday, October 24, 2008 9:51 AM To: 'Kdavis-721@yahoo.com' Cc: Cynthia Lamothe Subject: Auburn estoppel certificate Ms. Davis, I have tracked down the estoppel certificate that was mailed to Auburn related to the AT&T / Global cell tower. Our Water Engineer, Cynthia LaMothe, is going to have our Legal Department take a look at the certificate (and I would guess the lease agreement), and assuming their okay, we will send it to you. Please respond with your mailing address, etc. so that we can expedite the certificates return. Sincerely, Chris Thorn Water Quality Programs Coordinator City of Auburn 25 West Main Auburn, WA 98001 PH: (253) 804-5065 FX: (253) 931-3053 cthornC@-auburnwa.gov By Certified Mail Return Receipt Requested Receipt No. 71138257147271879295. May 30, 2008 City Of Auburn 25 W Main St Auburn, WA 98001-4916 Re: NOTICE OF NEW LEGAL NOTICE ADDRESS 10092537 - SS02/AUBURN / WA Dear Landlord: AT&T Mobility 3251.0 Network Real Estate Administration 5405 Windward Parkway Alpharetta, GA 30009 CYty of Au = Mua= Wpt JUN 0 9 2006 . CEI Our Wireless Network Real Estate Administration department is moving its office. Effective immediately, all legal notices and other correspondence relating to the cell. site lease referenced above should be sent to AT&T with a copy of that letter sent to AT&T's Legal Department at the following addresses, . By U.S. Postal Service AT&T Network Real Estate Administration Re: 10092537 5405 Windward Parkway P.O. Box 1630 Alpharetta, GA 30009 With a copy to: By U.S. Postal Service AT&T Legal Department Attn: Network Counsel Re: 10092537 P.O. Box .97061 Redmond, WA 98073-9761 By Overnight Courier AT&T Network Real Estate Administration Re: 10092537 12555 Cingular Way P.O. Box 1607 Alpharetta, GA 30009 By Overnight Courier AT&T Legal Department Attn: Network Counsel Re:10092537 16331 ,NE 72nd Way Redmond, WA 98052 KEEP THIS LETTER WITH YOUR LEASE AGREEMENT AND OTHER IMPORTANT LEGAL DOCUMENTS Also, as a reminder, you may contact us with regard to routine matters, but not legal notices at 1-877-231-5447 or email us at RELeaseAdminaawsmail.att.com. We look forward to a continued successful relationship with you. For AT&T, Lisa Herndon Director of Network Real Estate Administration Proud Sponsor of the U.S. Olympic seam clear 're RECEIVED SEP 2 2 2009 September 18, 2009 Chy of Aubuaet PubUc Woaks AepamMatt Denni owdy Public Works Director City of Auburn 25 West Main Street Auburn, WA 98001 CERTIIk IUD MAIL Re: Notice Letter -- Clearwire facility located at the Lakeland Hills Water Tank Dear W. Dowdy, Clearwire US LLC, a Nevada limited liability company ("Clearwire") and City of Auburn, a municipal corporation in the State of Washington entered into a Site Lease Agreement (the "Agreement") on May 12, 2006 for a site located at the Lakeland Hills Water Tank, Auburn, WA (the "Leased Area/Water 'Tank Area"), to install a communications system as described as, "Antenna Facilities". The agreement allows for Clearwire to alter, replace, enhance, and upgrade the Antenna Facilities as necessary within the confines of the Leased Area. Clearwire is currently upgrading the existing technology in the Puget Sound area by overlaying new supporting equipment — Kathrein antennas, Huawei Dap Heads & ClearComm Diplexers. The existing Stella Doradus panel antennas must be upgraded to the Kathrein model, therefore all three antennas are proposed to be replaced. The Huawei Dap Heads upgrade the technology and eventually will be replacing the old BTS units. Clearwire contractor (TCMS) will work with the City Engineering Department to ensure an appropriate location for the new 3" conduit that holds the fiber optic cables for the new upgraded technology. Clearwire hereby provides Notice to the City of Auburn that the above -mentioned upgrade work will be commenced within the next 14-21 days. Please transmit and direct any questions to: Justin Abbott, Select Site Acquisition (206) 790- 4655 -- 5702 Olive Avenue SE, Auburn, WA 98092 or email to Justin.Abbott@SelectSiteAcq.com. Thank you for your cooperation in this matter. Sincerely, z-yyrf Ed Hill NDPM Clearwire US LLC. (425)985-8494 Site Number; WA•TAC148WO8,1 Site Name: Lakeland Hills WT EXECUTION COPY BILL OF SALE This BILL OF SALE (the "Agreement") is made and entered into as of this 20 day of December, 2008, by AT&T Mobility Tower Holdings II LLC, a Delaware limited liability company (the "Seller"), and GTP Towers Issuer, LLC, a Delaware limited liability company (the "Purchaser"), with respect to the conveyance of certain limited liability company membership interests by the Seller to the Purchaser, as contemplated by that certain Purchase Agreement, dated September 26, 2008, by and between AT&T Mobility LLC and Global Tower, LLC (the "Purchase Agreement"), Capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them in the Purchase Agreement. WITNESSETH: WHEREAS, the Purchaser is an affiliate of Global Tower, LLC; WHEREAS, the Seller is the sole member and equity owner of GTP Towers VII, LLC, a Delaware limited liability company ("Newco I'); WHEREAS, the Purchase Agreement provides for, among other things, the sale, transfer, conveyance, assignment and delivery (the "Transfer") of all of Seller's right, title, and interest in and to its membership interests in Newco I, which comprises 100% of the limited liability company membership interest in Newco. I (the "Newco Membership Interests"), free and clear of all Liens, from the Seller to Purchaser for good and valuable consideration in the amount and on the terms and conditions provided therein; and WHEREAS, the Seller now desires to carry out the intent and purpose of the Purchase Agreement by, among other things, executing and delivering this instrument evidencing the Transfer of the Newco Membership Interests from the Seller to Purchaser, NOW, THEREFORE, in consideration of mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. For good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Seller hereby sells, transfers, conveys, assigns and delivers to Purchaser, effective as of the effective time of the Closing under the Purchase Agreement, free and clear of all Liens, all of the Seller's right, title and interest in and to the Newco Membership Interests. Purchaser hereby accepts from Seller the sale, transfer, conveyance, assignment and delivery of all of the Seller's right, title and interest in and to the Newco Membership Interests, free and clear of all Liens. 2. In case at any time after the date hereof any further actions, instruments or documents are reasonably necessary to carry out the purposes of this Agreement, the proper agents, officers, partners and directors, as applicable, of each party shall take such actions or deliver such instruments or documents. 3. This Agreement shall be governed by, enforced and construed in accordance with, the laws of the State of Delaware, without regard to choice of law principles. 4. Notwithstanding any other provisions of this Agreement to the contrary, nothing contained herein shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including the warranties, covenants, agreements, conditions, representations or, in general any of the rights and remedies, and any of the obligations and LEGAL02/31071323v2 indemnifications of the parties set forth in the Purchase Agreement, nor shall this. Agreement expand or enlarge any remedies under the Purchase Agreement, This Agreement is intended only to effect the Transfer of the Newco Membership Interests pursuant to the Purchase Agreement and shall be governed entirely in accordance with the terms and conditions of the Purchase Agreement. This Agreement may not be changed except in writing executed by all of the parties hereto. This Agreement may be executed in one or more counterparts which may be delivered by facsimile or as an attachment to an email transmission, each of which shall be considered an original, but all of which together shall be considered one and the same agreement, [Signatures on Following Page] _2- LEGAL02/31071323v2 IN WITNESS WMEREOIa, this Agreement has been executed as of the date first set forth above. SELLER: PURCHASER: AT&T MOBILITY TOWER HOLDINGS II LLC GTP TOWERS ISSUER, LLC By: AT&T Mobility Corporation, its manager By: 6"" Name, Rick L. Moore Its: Sr. Vice President — Corporate Development By: Name: Terry Armant Its: Senior Vice President Signature .Page to Bill of Sale IN WITNESS WHEREOF, this Agreement has been executed as of the date first set forth above, SELLER: PURCHASER: AT&T MOBILITY TOWER HOLDINGS II LLC GTP TOWERS ISSUER, L.LC By: AT&T Mobility Corporation, its manager By: By: — Name: Rick L. Moore Name: 'ferry Armant Its: Sr, Vice President — Corporate Development lts: Senior Vice President Signature Rage to Bill of Sale When Recorded Return To; LandAmerica Comm'] Lender & Search Services 5600 Cox Road Glen Allen, VA 23060 Prepared By: Global Tower, LLC Attention: Legal Department 1801 Clint Moore Road, Suite 110 Boca Raton; FL'33487 AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment") is entered into as of December 24, 2008, by and among AT&T MOBILITY TOWER HOLDINGS II, LLC, a Delaware limited liability company ("Assignor") and GTP TOWERS VII, LLC, a Delaware limited liability company ("Assignee"). WITNESSETH WHEREAS, the Purchase Agreement dated as of September 26, 2008 (the "Purchase Agreement"), with capitalized terms used herein without definition having the meanings set forth therein), by and between GLOBAL TOWER, LLC and AT&T Mobility LLC provides for the contribution by the Contributing Entities of the Tower Assets to Assignor in connection with the Closing; and WHEREAS, on the Closing Date, Assignor will assign all of its interest in the real property lease described on Exhibit A (the "Lease") to Assignee in accordance with the Purchase Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Purchase Agreement, Assignee and Assignor, intending to be legally bound, agree as follows: AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn 1. Assignment of Lease, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in, to and under the Lease, being the same premises leased to Assignor on an "AS IS" basis without any representations or warranties. Together with, but if and only to the extent Assignor has any such rights: (a) such rights of way and easement on, over, under, across and through the adjoining lands of landlord or of record, extending from Premises to the nearest convenient public road and of standard vehicular width as shall be necessary for ingress and egress to and from Premises; and (b) such other rights of way and/or easements, if applicable to run guy wires to such points on landlord's land to properly support towers and install anchors to secure said guy wires. 2. Acceptance and Assumption of Lease. Assignee hereby accepts the assignment of the Lease and expressly assumes and covenants in favor of Assignor and the Lessor under the Lease (the "Lessor") to discharge and perform., as and when due, all obligations of Assignor accruing, arising out of, or relating to events or occurrences from and after the Closing Date under the Lease. 3, Lessor as Third Party Beneficiary. Assignor and Assignee acknowledge that Lessor and its successors and assigns are intended third party beneficiaries of this Assignment and shall have the right to directly enforce Assignee's obligations and assumptions hereunder to the same extent as if they were a party hereto, 4. Purchase Agreement Controls. Nothing in this Assignment shall be deemed to expand or diminish the scope of the rights of any party to the Purchase Agreement that are contained in the Purchase Agreement. If there is conflict or an apparent conflict between the provisions of this Assignment and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control. S. Counterparts Facsimile Signatures. This Assignment may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. Facsimile signatures on this Assignment shall be deemed to be original signatures. 6. Successors and Assigns. Subject to Section 10.9 of the Purchase Agreement, this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. Further Assurances. Assignor and Assignee agree that, from time to time, each of them will execute and deliver such further instruments of conveyance and transfer and take such other actions as may be reasonably necessary to carry out the purposes and intents of this Assignment and the transactions contemplated hereby. 8. Governing Law, This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. [SIGNATURE PAGES IMMEDIATELYFOLLOWING] AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn [Assignor Signature Page to Assignment and Assumption of Ground Lease] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment to be effective as of the date first above written. Assignor: AT&T MOBILITY TOWER HOLDINGS II, LLC a Delaware limited liability company By: AT&T Mobility Corporation, its manager By: Name: Carolyn tilder Title: Assistant Secretar STATE OF: GEORGIA COUNTY OF: FULTON The foregoing instrument was acknowledged before me this 24th day of December, 2008 by Carolyn Wilder, as Assistant Secretary of AT&T Mobility Corporation, on behalf of he corporation, in its capacity as manager of Assignor. She personally appeared before me, i , rsonally kno ' to me or produced as identification. Witness my hand and official stamp or seal this 24th day of December, 2008. Notary ublic Print Name: ��4� C- Q1V�°®®, •°"NARY ° "" �� My Commission Expires: (NOTARY SEAL]�,0g / 6 pppppp...�{..��.rr.." AT&T Site ID; 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn `Assignee Signature page to Assignment and Assumption of Ground Lease] Assignee: GTP TOWERS VII, LLC a Delaware limited liability company By: AT&T Mobility Corporation, its manager By: Name: Carolyn ilder Title: Assistant Secretary STATE OF: GEORGIA COUNTY OF: FULTON The foregoing instrument was acknowledged before me this 24th day of December, 2008, by Carolyn Wilder, as Assistant Secretary of AT&T Mobility Corporation, on behalf of the corporation, in its capacity as manager of Assignee. She personally appeared before me, i - rsonally known o me or produced as identification. Witness my hand and official stamp or seal this 24th day of December, 200.8. 4 Not Public �� C. L l/�, d�mm Print ame: Y _ °° •° E%� My Commission Expires: s o ( gN9ZOh G [NOTARY SEAL] AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name, Auburn EXHIBIT A AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn Landlord Name: The City of Auburn Original Tenant Name: New "Cingular Wireless PCS, LLC, successor in interest to AT&T Wireless Services of Washington, LLC Current Tenant: AT&T MOBILITY TOWER HOLDINGS II, LLC Lease Exe Date: 9/19/2005 Recording information for Lease: Recorded in King County, WA on 11/04/2005; 920051102000280 Ground Lease Description: See Exhibit A-1 AS EVIDENCED BY EXECUTION OF THE ATTACHED ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNOR MAKES 'NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THIS EXHIBIT. A OR EXHIBIT A -I ATTACHED HERETO. AT&T Site ID: 10092537 GTP Site ID: WA-5013 GTP Site Name: Auburn Exhibit A-1 GTP Site ID: WA-5013 GTP Site Name: Auburn EXHIBIT A-1 A Leasehold Estate, said leasehold beuig a portion of the following described parent parcel: The Northeast Quarter of the Southwest Quarter of Section 11, Township 21 worth, Range 4 East W I L except the ' Nest 693 feet of the North 683 feet of the South 633 feet thereof, and except the South 34D feet thereof conveyed to the City of Auburn for South 316`t Street, by instrument recorded under Recording No. 3603210965 as provided by Resolution. No. 1565 of the City of Auburn; situate in the City of Auburn, County of King, State 'of Washington. AND BEING the same property. conveyed to The Town of AuburA a municipal corporation from A H. Meade by Warranty Deed dated February 15, 1907 and recorded Fe bk=g 15,1907 in Iustnunent No. 463082. Tax Parcel No. 1121049009