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<br />200511152
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<br />ASSIGNMENT AND ASSUMPTION OF
<br />SITE LEASE
<br />
<br />THIS ASSIGNMENT AND ASSUMPTION OF SITE LEASE (this "Assignment")
<br />is hereby executed August 11,2005 but effective as of the 29th day of July, 2005 by and between
<br />TRINITY WIRELESS TOWERS, INe., a Texas corporation, with a principal place of business
<br />at 2201 W. Royal Lane, Suite 150, Irving, Texas 75063 ("Assignor"), and CROWN CASTLE
<br />TOWERS 05 LLC, a Delaware limited liability company, with a principal place of business
<br />located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 ("Assignee").
<br />
<br />RECITALS
<br />
<br />A. iPCS Wireless, Inc., a Delaware corporation and Johnson Cash-Way Lumber
<br />Company of Grand Island, Nebraska, a Nebraska corporation ("Landlord") entered into that
<br />certain Ground Lease, dated April 25, 2001, (a copy of this Site Lease is attached hereto as
<br />Exhibit A), (the "Site Lease"), for a parcel of real property located in Hall County, Nebraska (the
<br />"Leased Premises").
<br />
<br />B. WHEREAS, on August 29, 2001, iPCS Wireless, Inc., a Delaware corporation
<br />assigned its interest in the Site Lease to Assignor, (a copy of this Assignment Agreement is
<br />attached hereto as Exhibit A).
<br />
<br />e. On July 11, 2005, Assignor, Assignee, MIOP, Inc., TrinTel Communications, Inc.
<br />and Crown Castle Operating Company entered into an Asset Purchase Agreement (the
<br />"Agreement") whereby, among other matters, Assignor agreed to assign its interest in the Site
<br />Lease to Assignee, and Assignee agreed to assume certain of Assignor's rights and obligations
<br />under the Site Lease, as more specifically set forth herein and in the Agreement. This
<br />Assignment is being delivered pursuant to the Agreement.
<br />
<br />D. Assignor desires to assign the Site Lease to Assignee, and Assignee desires to
<br />assume certain rights and obligations under the Site Lease.
<br />
<br />NOW, THEREFORE, in consideration of the promises and mutual covenants contained
<br />herein and other good and valuable consideration each to the other in hand paid and the premises
<br />and covenants hereinafter set forth, Assignor and Assignee agree as follows:
<br />
<br />1. Incorporation of Recitals. The foregoing recitals are true and correct and are
<br />expressly incorporated herein by this reference. Any capitalized terms not defined herein shall
<br />have those meanings as set forth in the Agreement.
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<br />2. Assignment of Assumed Liabilities. Subject to Section 3 below, Assignor hereby
<br />grants, conveys, sells, assigns, transfers and delivers to Assignee all of its rights, title, interest,
<br />duties and obligations under the Site Lease. In addition, Assignor hereby grants, conveys,
<br />assigns, transfers and delivers to Assignee: (a) all of Assignor's rights to easements and/or
<br />licenses which authorize ingress and egress to the Property described in the Site Lease and/or
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