113"1-?:T"j1lT3":eron1e1t1,.r.ffi 6;;;#;;ffi "i#i;

Transcription

1 THIS SECOND AMENDMEN To {,AND LEASE AGREEMENT (.,second ztir r 1;;;ctive Date,,), lt-:on:l:^?_t'.#:_"_lf::,i* u' o1 Dq.:^U.r A \ 113"1-?:T"j1lT3":eron1e1t1,.r.ffi 6;;;#;;ffi "i#i; TCP Grand central p.artners, Ltd ("Landrord") and crown castre 'cr c"-i" ny, LLC, a Delaware limited liability company, successor to GTE Mobilnet of Austin rimiteo partnership ("Tenant"). BACKGROUND Pursuant to a LAND LEASE AGREEMENT dated August T, rgg5, (.,Agreement,,), Landlord leased to Tenant a certain portion_of real property located atg726ll2'research Blvd, Austin, Texas 78758, as-more particularly described in pxtriuit B to the Agreement and restated herein as Exhibit B-l ("site"); as evidenced by that certain Memorandu* of L.ase dated August 7, 1995 and recorded october 5, lgg5 in volurne 12537, Page 414 of the Real pioperty Records of Travis County, Texas. A' WI{EREAS, -WP- Developments, LLC is successor in interest to TCp Grand Central Partners, Ltd as Landlord; and B' WFmREAS, Tenant assumed the Agreement under the terms of that Assignment and.assumption Agreeqelt dlted April 1,2000 and recorded at Instrument of the Real Property Records of Travis County, Texas ; and C' WF{EREAS, Tenant and Landlord amended the Agreement executing the First Modification and Ratification of Lease dated_june 6,20001'T'irst Amendment,,), setting forth terms and conditions for the monthly Rent and providing ror itre extension of the dgr"e..nt; ana D. WHEREAS, Tenant exercised options to extend notifications dated July I l, 2005 and July I 6, 20 I d; and E' WHEREAS, Landlord and Tenant ('the Parties") desire to further amend the Agreement as set forth in this Second Amendment. AGREEMENT the Agreement by letter words and phrases having a defined meaning_ in the Agreement have the same respective meanings when used herein unless otherwise "*prrrjy stated. The parties agree as follows: l' Term' The current term of the Agreement, as amended expires on August 31, 2015'. Commencing on November l,20ll, the terir of the Agreement shallbe sixty (60) months and shall terminate october 3l,2016 ("Current Term"). Tie Agreement may be renewed for

2 eight (8) additional terms ("Additional Renewal Terms,,) of sixty (60) months each, commencing November 1, The Additional Renewal Terms strait automatically occur unless Tenant gives written notice in accordance with Paragraph 9 of this Amendment of its decision not to exercise the Additional Renewal Term option tl tie Landlord before expiration of the then Renewal Term. 2' Rent. Section 4 of the Agreement is amended by adding the following: Effective November l,20ll, Rent shall be paid in equal monthly installments during the term in accordance with the following table. The Rent will aiso be increased durin! the first five (5) year Additional Renewal Term ajshown below. During each Additional Renewal Term the Rent will increase by twelve percent (12%) percent of the r;te in effect for trre piio. Additional Renewal Term. Period Annual Rent Monthlv Rent tr/0un- t0/3r/13 $1s $1, n/0t/13- t0/3r/16 $r $1, tt/01/t6- t0/31/21 $r $1, rr/0r/2t- l0/3r/26 $ $1, U/0r/26- t0/3r/3r $ $1, rt/0t/31- t0/31/36 $ $2, tr/0r/36- l0/3t/41 $29, $2, t1/0r/4r- t0/3t/46 s32, $2, rr/0r/46- t0/3t/sr $36, $3, n/01/51- l0/3t/56 $41, $ ' Rent Guarantee Period. Section 4 of the Agreement is hereby amended by the addition of the following new subsection: a) Rent Guarantee Period. Tenant guarantees to pay Rent and other amounts set forth under the Agreement and the Second Amendment for not less than a one hundred eighty (18o)_month period commencing on November l, 2011 and ending on october 3l' 2026 ("Rent Guarantee Period'j. Tenant shall be obligatedio fay Rent and other fees due under the Agreemert and such obligation will-not be subject to early termination by Tenant, unless such termination noiice occurs not less than thirty six (36) months prior to the end of any Additional Renewal Term after October 31, 2026 and Tenant pays the full remaining balance of said Rent due for the then current Additional Renewal Term. Tenant may terminate this Agreement prior to the expiration of the Rent Guarantee Period, however, in such event Tenant shall be required to pay LunaioJine full Rent Tenant agreed to pay Landlord for the remainder oithr Reni Guarantee period. BU#:

3 (: & 4. Section 7: Extensions. Section 7 of the Agreement is hereby amended by deleting the entire Section. 5. Taxes Section 13 of the Agreement is hereby amended by deleting the text in the entire section and replacing the terms as follows: Tenant shall pay annually one percent (1.0%) of (i) the real property taxes assessed against the Site; and (ii) one percent (l.dyr) of Landlord's tax consultant fees for performing tax Ievy protest representation. Landlord shall bill Tenant before April 30s each year for the prior calendar year taxes and Tenant shall reimburse Landlord within sixty (60) days following receipt of billing. Landlord shall provide all reasonable supporting documentation to the Tenant. 6. Expansion Option. -\ As further consideration for Tenant entering into this Second Amendment, during the fr first two (2) years following the Effective Date of this Second Amendment ("Option Period")._,\ Tenantshail-haveaninevo-cableoption(..option,')toleaseuptoama:rimum6r@'"" "o) fffi9 square feet of real property immeaialty adjaoent to and North of the Site (*Additional - Lease Area") having approximately the same dimensions as the existing Site on the same terms and conditions set forth in the Agreement as amended. Exhibit A-2 atiached to this Second Amendment provides the approximate Additional Lease Area to be added to the Site. If Tenant elects to exercise the Option, Tenant shall pay the same Rent per square foot for the Additional Lease Area as the rent paid per square foot by Tenant for the existing Site at the time Tenant exercises the Option. Tenant shall pay additional Taxes for the Additional Lease Area calculated in a like manner as set forth above. Tenant may exercise the Option by providing written notice, including a drawing of the proposed Additional Lease Area, to Landlord at any time during the Option Period. Within thirty (30) days after Tenant's exercise of the Option, Landlord shall execute and deliver an amendment to the Agreemen! a memorandum of lease and/or amendment, and any other documents necessary to grant and record Tenant's interest in the Additional Lease Area. 7. Termination. Section I I of the Agreement is hereby amended by deleting the entire Section. 8. Defaults and Remedies. Section 12 is hereby amended by adding the following language: Tenant's failure to remit sums billed and due for the annual tor prorata share reimbursement shall not be considered a default unless Tenant's payment is made after the sixty (60) days payment period stated under the terms of Section 13 of the Agreement. Upon such event, Tenant will be liable for late charges as set forth in this Section 12. SiteName: Ohlen

4 9' Notice: Section 9 of the Agreement is amended by deleting the entire provision, and substituting the following provision in its place: "All payments, notices, requests, demands or other communications with respect to this Agreement, whether o1 n9t- herein ixpressly provided for, must be in writing *J *1r be deemed to have been delivered either frve (5) business days after being mailed by united states firstclass certified or registered mail, postage prepaid, ietum receipt requested; or the next business dayafter being deposited.with.an bu"-igttt courier service for next-day delivery to the parties at the following addresses (the address"t rniy be changed by eitlr party by giving written notice): Landlord: With a copy to: WP Developments, LLC c/o TCP Realty Services, LLC 1845 Woodall Rogers Freeway, Suite 1030 Dallas, Texas Wp Developments, LLC Attn: Asset Manager 5567 Reseda BIvd., Suite l0g Taruana. CA Tenant: Crown Castle GT Company,LLC c/o Crown Castle USA Inc. Attn: Legal Department 2000 Corporate Drive Canonsburg, PA l0' Additional Terms and Conditions to this Amendment. This Second Amendment incorporates all of the provisions set forth in Schedule I Leased premises Additions describing the terms for Tenant being grant.a ""rtuin rightsl" "rpffi,he use of the Site. I 1' Site 4quiqFent. From and after the Effective Date, Tenant,s Communications as 9:n':t originally described in Exhibit A of the Agreement shall be as shown i" e,.rriui-ie-it" this Second Amendment...12' ReaffirFation: Intention.to be Bound. Except as provided this Second Amendment,eachandeveryte@mentcontainedintheAgreementwill remain in full force and.effect. The parties reaffirm that the representations and warranties made by each of the parties in the Agreement are true and accurate as of the Effective Date. parties The executing this Second Amendment, on behalf of themselves, their *rignr successors, acknowledge and reaffirm their intention to be bound by the terms and conditions "na of the Agreement. BU#:

5 . 13. Frokers. Tenant represents, Tenant has not dealt with any real estate broker, salesperson or finder in connection with this Second Amendment, and no,u"h p"rron initiated or participated in the negotiation of this Second Amendment. 14. S,qbmission. Submission of this Second Amendment by Landlord to Tenant for examination and/or execution shall not constitute a reservation of or opiion for the Site or in any manner bind Landlord and no obligations on Landlord shall arise under this Second Amendment unless and until this Second Amendment is fully signed and delivered by Landlord and Tenant; provided, however, the execution and delivery by Tenant of this Second Amendment to Landlord shall constitute an irrevocable offer by Tenani to lease the Site on the terms and conditions herein contained, which offer may not be revoked for thirty (30) days after such delivery. 15. Limitatio4 of Liabilitv. Neither Landlord nor any principal of Landlord nor any owner of the Building, whether disclosed or undisclosed, shall ti"u" personal -y liability witir respect to any of the provisions of the Agreement, as amended hereuy, or the Site, and if Landlord is in breach or default with respect to Landlord's obligations und"er the Agreement, as hereby, 1m91ded or otherwise, Tenant shall look solely to the rquity interest of Landlord in the Building for the satisfaction of Tenant's remedies or judgments. [Remainder of page intentionally left blank.]

6 IN WITNESS WHEREOF, the parties have caused this Second Amendment to executed as of the Effective Date. Landlord: WP Developments, LLC,a Delaware limited liability corppqny Tenant: Crown, a Delaware Name: Title: copy

7 Schedule I Leased Premises Additions : Tenant understands the existing limitations to expand Tenant's Site on the property and shall endeavor to maximize the use of thle existing Site. In the event Tenant enters into a sublease/license agreement for an additional third parry ro use a portion of the Site (the "Collocation"), Tenant sliall remit to Landlord a one-time Additional Rent payment of Five Thousand and no/100 Dollars ($5,000.00) within thirry (30) days of this execution of such sublease or license agreement. Landlord agrees to take such actions to deliver to Tenant such documents as Tenant reasonably requests in order to effect and memorialize the sublease/license of the Collocation to Tenant. La^nd-lord hereby grants Telant the right to modiff, supplemen! upgrade, replace, remove, refurbish, relocate or expand the equipment related to and lnside the Site at no additional cost to Landlord, including without limitation the utility lines, transmission lines, electronic equipment, antennas, coax, and supporting equipment, within the Site so long as the ownership oi ail such changes is Tenant's and does not involve any third parties not otherwise subleased or licensed to occupy space on the Site under a separate agreement with Tenant, at any time during the term of this Agreement, and Landlord shall cooperate with Tenant in all respecis in connection with the foregoing. All construction, installations and improvements no* oih"reafter placed on the Site shall be: (i) made in accordance with approved plans; (ii) made in compliance with applicable state, local laws and ordinances and following all rules, regulations and general'industry standards for proper installation of such equipment; and (iii) at Tenant's sole cosland expense. Tenant shall include in any Collocation the requirement for the subtenant/licensee to operate subtenant's/licensee's facilities only at the frequency for which the subtenant/licensee has all the requisite Permits. Tenant shall be responsible for repairing any damages caused as a result of any such change, including restoring the Site to the condition that existed prior to the use by Tenant, normal wear and tear accepted.

8 EXHIBIT A.1 Tenantrs premises Tenant's Premises and Equipment occupies the space shown below. AT&T MOBII.JIY l2'-o'xzd'-{' EUILOING ON A '-0. PrD/tREA (PfioFosDJ I r AT&T llaflltt/ i {i-01e'-d" I Lrlll S UlfL tl55a

9 EXHIBIT A.2 The following drawing d9.nic]g the approximate area associated with the Expansion option described in Section 5 of this Second Amendment I z6^ { f**- --]E= f,--ryrsi iml L ,. -_l 2 I - 5 f,i3e Hi ;H q---r $i3$; BU#:

10 EXHIBIT 8.1 Legal Description All of that certain tract or parcel of land being a portion oflot 3, North Park Center Section 2, a subdivision in the City Of Austin, Travis County, Texas, as recorded in Ptat Book 75, Page 289 ofthe plat records oftravis County, Tocas, the herein described tract being more particularly described by metes and bounds as follows: BEGINNING FOR REEERE}{CE at the Southwest corner of the said Iot 3, being at the Northwest corneroflot l, North ParkCenter, a sumivision recorded in Ptat Book?5, Page 241of the Plat Records oftravis County, Toras; THEI.ICE along the coilrmon line of the said Lots I and 3, N 72"5848* E for a distance of 32.M feet to a point for the Southwest corner and PLACE OF BEGINNING hereof, THENCE along the West line ofthe herein-described tract, N l7o0l'12" W for a distance of feet to a point for the hereof;, THENCE along the North line ofthe herein described tract, N 72o58'48'E for a distance of 24.5A fect to a point forthe Northeast corner hereof THENCE along the East line ofthe herein described tract, S l7o0ylz" E for a distance of feet to a point in the common line ofthe said Lots I and 3, for the Southeast corner hereof; THENCE along the conunon line of the said Iots I and 3, S 72058?8" W for a distance of feet to the PLACE OF BEGINNING and containing 980 square feet cf land, more orless- Together with easements for ingress, egr ss and utilities. l0

11 fesoe oto et5tr8 (rnrd w? ) afipse 2 Vfitto,t 2 luarjo?,rg,zh tr>t arl.t41 N-.$ sd.rf 5 lju+a; f )l*g re+u22 l:o+ad Je,l*g :

12 MWRYr:H January 5,2012 Crown Castle 1220 Augusta Drive, Suite 500 Houston, TX Tel Fax Dear Landlord: Thank you fofiioosin Encfosed,t{ a COPY of o transform your relationship with Crown Castle. e Executed Amendment for your records. Should you have any questions, please feel free to contact me at any time. f,*'-)t /o Sincerely, l(/t;'?s, A4^*^la Project Coordinator Crown Castle I nternational Ph:(713) Fax: (724) fu.p- 1.2'Q't L