exv10w48



 





Exhibit 10.48




ASSIGNMENT AGREEMENT



This Assignment Agreement is entered into among Nortel Networks Inc., a Delaware corporation, with
offices at 2221 Lakeside Boulevard, Richardson, TX 75081 (“Nortel”), Triton PCS Equipment Company
LLC, (“Customer”) a Delaware limited liability corporation, having its chief executive office at
1100 Cassatt Road, Berwyn, PA 19312 and SunCom Wireless Operating Company, LLC, a Delaware limited
liability corporation having its executive office at 1100 Cassatt Road, Berwyn, PA 19312
(“Assignee”) effective as of the 15th day of May, 2005 (“Assignment Agreement Effective
Date”).



WHEREAS, Customer and Nortel are parties to a purchase and license agreement dated May 16, 2002
(“Purchase Agreement”); and



WHEREAS, Customer and Assignee are wholly owned subsidiaries of SunCom Wireless, Inc.; and



WHEREAS, Customer wishes to assign all of Customer’s rights and delegate all of its duties and
obligations under the Purchase Agreement to Assignee and wishes Nortel to consent to such
assignment;



NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as
follows:





	 	1.	 	As of the Assignment Agreement Effective Date, Customer assigns, transfers and sets
over to Assignee, all of Customer’s rights, duties and obligations under the Purchase
Agreement including, but not limited to, with respect to any purchase orders issued by
Customer pursuant to the Purchase Agreement prior to the Assignment Agreement Effective
Date. Assignee hereby accepts such assignment of all of Customer’s rights and delegation
of all of Customer’s duties and obligations to the same extent as if Assignee had executed
the Purchase Agreement and purchase orders in place of the Customer.
	 
	 	2.	 	Nortel hereby consents to Customer’s transfer to Assignee of physical possession of all
software (and all copies thereof) that was previously furnished to Customer pursuant to the
Purchase Agreement (“Software”), in connection with Customer’s transfer to Assignee of all
of the associated hardware purchased by Customer pursuant to the Purchase Agreement.
Nortel further hereby consents to the assignment by Customer of all of its rights and the
delegation of all of Customer’s duties and obligations under the Software license
provisions contained in the Purchase Agreement (“License”) to Assignee with respect to such
Software. Such License shall be at no additional charge to the extent of Customer’s then
currently authorized feature, usage, capacity and activation levels. Assignee hereby
accepts such assignment and delegation, including without limitation, the obligation to
hold the licensed Software and associated documentation in confidence for the benefit of
Nortel and/or its suppliers.




 









 






	 	3.	 	Nothing contained in this Assignment Agreement shall be deemed to release Customer or
its successors in interest from any obligations of confidentiality assumed by it pursuant
to the Purchase Agreement with respect to any Software transferred to Assignee or any
Nortel confidential information.
	 
	 	4.	 	Nothing contained in this Assignment Agreement or elsewhere shall be deemed to modify
the rights, warranties, remedies, liabilities and/or any limitation of rights, warranties,
remedies and liabilities contained in the Purchase Agreement. Neither Customer nor
Assignee shall have any greater rights, warranties or remedies against Nortel than are
provided to Customer under the Purchase Agreement.
	 
	 	5.	 	This Assignment Agreement may be executed in duplicate counterparts, each of which
shall be deemed to be an original instrument.
	 
	 	6.	 	This Assignment Agreement constitutes the entire agreement among Nortel, Customer and
Assignee with respect to the subject matter hereof and supersedes all previous agreements,
negotiations, writings, discussions or undertakings of any nature whatsoever. The laws of
the State of New York, exclusive of its conflict of laws provisions, govern this Assignment
Agreement.




IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the date first
set forth above.




	 	 	 
	Triton PCS Equipment Company, L.L.C. 

By Its Manager: SunCom Wireless Management, Inc.	 	
SunCom Wireless Operating Company, L.L.C.

By Its Manager: SunCom Wireless Management, Inc.
	 	 	 
	By:     /s/ David D. Clark
 
	 	
By:     /s/ David D. Clark
 

	Title/Date:  David D. Clark, EVP & CFO, 6/10/05
 
	 	
Title/Date: David D. Clark, EVP & CFO, 6/10/05
 

	 	 	 
	 	 	 
	Nortel Networks, Inc.	 	 
	By:     /s/  R.K. Dodd
 
	 	 
	Title/Date: President NA Carrier Sales

 

          
         June 21, 2005