ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this "Assignment")
is made this 5th day of February, 2004, by and between Pinnacle Towers Inc., a
Delaware corporation ("Assignor") whose address is 000 X. Xxxxxxxxx Xxxx, #000,
Xxxxxxxx, XX 00000, and Global Signal Services LLC, a Delaware limited liability
company, ("Assignee") whose address is 000 X. Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, XX 00000.
WHEREAS, Assignor entered into that certain Management Agreement with
Pinnacle Towers Acquisition Inc., dated September 25, 2003, described in Exhibit
"A" attached hereto and incorporated by reference herein (the "Management
Agreement"); and
WHEREAS, Assignor desires to convey, transfer and assign to Assignee all of
its duties, rights, title and interest in and to that certain Management
Agreement (the "Management Agreement" and Assignee has agreed to accept an
assignment thereof; and
WHEREAS, the Management Agreement pertains to certain site management
services all as more particularly set forth in the Management Agreement; and
WHEREAS, Pinnacle Towers Acquisition LLC consents to the assignment.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the sum of $10.00, the mutual
covenants and conditions contained herein, as well as other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The Background Recitals hereinabove are true and correct and are
incorporated herein by this reference.
2. The Assignor hereby assigns to Assignee all of its right, title and
interest in and to the Management Agreement, together with any amendments to the
Management Agreement, and Assignee hereby assumes and agrees to perform all of
the Assignor's obligations under the Management Agreement upon the terms and
conditions set forth in the Management Agreement.
3. Except as expressly set forth herein, the terms of the Management
Agreement shall remain in full force and effect, unaltered by this Assignment.
4. Assignee hereby agrees to completely indemnify and hold harmless
Assignor from and against any and all liability, claims, demands, breaches,
suits or any other cause of action (collectively, the "Claims") relating to,
arising out of, or otherwise in
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connection with the Management Agreement, which Claims relate to the occurrence
or non-occurrence of any event which post date the date of this Assignment.
5. Through the execution of the Assignment, Pinnacle Towers Acquisition
Inc. hereby agrees to release Assignor from any and all liability arising out
of, or otherwise in connection with the Management Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
duly executed as of the date first above written.
Witnesses: ASSIGNOR:
PINNACLE TOWERS INC.,
/s/ Xxxxxxx X. Xxxxxxxx a Delaware corporation
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Name: Xxxxxxx X. Xxxxxxxx
-----------------------------
By: /s/ Xxxxx X. Grain
--------------------------
/s/ Xxxxxxx X. Black Name: Xxxxx X. Grain
----------------------------------- --------------------------
Name: Xxxxxxx X. Black As Its: President
----------------------------- --------------------------
DATED:
--------------------------
STATE OF FLORIDA
COUNTY OF SARASOTA
Execution of the foregoing instrument was acknowledged before me on the 5th
day of February, 2004 by Xxxxx Xxxxx, as President of Pinnacle Towers Inc., a
Delaware corporation, who is duly authorized to execute this instrument on
behalf of the corporation. He is either personally known to me or produced
_________________________ as identification.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public, State of Florida
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My Commission expires: 5/24/04
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(AFFIX NOTARIAL SEAL)
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Witnesses: ASSIGNOR:
GLOBAL SIGNAL SERVICES LLC,
/s/ Xxxxxxx X. Xxxxxxxx a Delaware limited liability company
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------
By: /s/ Xxxxx X. Grain
--------------------------
/s/ Xxxxxxx X. Black Name: Xxxxx X. Grain
----------------------------------- --------------------------
Name: Xxxxxxx X. Black As Its: President
----------------------------- --------------------------
DATED:
--------------------------
STATE OF FLORIDA
COUNTY OF SARASOTA
Execution of the foregoing instrument was acknowledged before me on the 5th
day of February, 2004 by Xxxxx Xxxxx, as President of GLOBAL SIGNAL SERVICES
LLC, a Delaware limited liability company, who is duly authorized to execute
this instrument on behalf of the corporation. He/She is either personally known
to me or produced ___________________________ as identification.
/s/ Xxxxxxxx X. Xxxxxx
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Notary Public, State of Florida
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My Commission expires: 5/24/04
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(AFFIX NOTARIAL SEAL)
Witnesses: PINNACLE TOWERS ACQUISITION INC.,
a Delaware corporation
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Name: By:
----------------------------- -----------------------------------
Name:
---------------------------------
---------------------------------- Title:
Name: --------------------------------
----------------------------- DATED:
--------------------------------
STATE OF
----------------------------
COUNTY OF
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Execution of the foregoing instrument was acknowledged before me on the ___
day of February, 2003 by _______________________, as _______________________of
PINNACLE TOWERS ACQUISITION LLC, a Delaware limited liability company, who is
duly authorized to execute this instrument on behalf of the corporation. He/she
is either personally known to me or produced ______________________________ as
identification.
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Notary Public, State of
---------------
(AFFIX NOTARIAL SEAL)
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GLOBAL SIGNAL SERVICES LLC,
a Delaware limited liability company
----------------------------------
Name: By:
----------------------------- -----------------------------------
Name:
---------------------------------
---------------------------------- Title:
Name: --------------------------------
----------------------------- DATED:
--------------------------------
STATE OF
----------------------------
COUNTY OF
------------------------
Execution of the foregoing instrument was acknowledged before me on the ___
day of February, 2004 by _____________________, as _________________________ of
GLOBAL SIGNAL SERVICES LLC, a Delaware limited liability company, who is duly
authorized to execute this instrument on behalf of the corporation. He/she is
either personally known to me or produced _________________________________ as
identification.
---------------------------------------
Notary Public, State of
---------------
(AFFIX NOTARIAL SEAL)
Witnesses: PINNACLE TOWERS ACQUISITION INC.,
a Delaware corporation
/s/ X. Xxxxxx
----------------------------------
Name: X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxx
/s/ X. Xxxxxx ---------------------------------
---------------------------------- Title: VP & Secretary
Name: X. Xxxxxx --------------------------------
----------------------------- DATED: 2/5/04
--------------------------------
STATE OF NY
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COUNTY OF NY
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Execution of the foregoing instrument was acknowledged before me on the 5th
day of February, 2004 by Xxxxxx X. Xxxxxxx, as VP & Secretary of PINNACLE
TOWERS INC, a Delaware corporation, who is duly authorized to execute this
instrument on behalf of the corporation. He/She is either personally known to me
or produced _____________________________ as identification.
/s/ Xxxxxx Xxxxxxx
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Notary Public, State of NY
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(AFFIX NOTARIAL SEAL)
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