Exhibit 10.48**ASSIGNMENT AGREEMENT**This Assignment Agreement is entered into among Nortel Networks Inc., a Delaware corporation, withoffices at 2221 Lakeside Boulevard, Richardson, TX 75081 (“Nortel”), Triton PCS Equipment CompanyLLC, (“Customer”) a Delaware limited liability corporation, having its chief executive office at1100 Cassatt Road, Berwyn, PA 19312 and SunCom Wireless Operating Company, LLC, a Delaware limitedliability corporation having its executive office at 1100 Cassatt Road, Berwyn, PA 19312(“Assignee”) effective as of the 15th day of May, 2005 (“Assignment Agreement EffectiveDate”).WHEREAS, Customer and Nortel are parties to a purchase and license agreement dated May 16, 2002(“Purchase Agreement”); andWHEREAS, Customer and Assignee are wholly owned subsidiaries of SunCom Wireless, Inc.; andWHEREAS, Customer wishes to assign all of Customer’s rights and delegate all of its duties andobligations under the Purchase Agreement to Assignee and wishes Nortel to consent to suchassignment;NOW,THEREFORE, in consideration of the mutual covenants herein contained, the parties agree asfollows: 1. As of the Assignment Agreement Effective Date, Customer assigns, transfers and setsover to Assignee, all of Customer’s rights, duties and obligations under the PurchaseAgreement including, but not limited to, with respect to any purchase orders issued byCustomer pursuant to the Purchase Agreement prior to the Assignment Agreement EffectiveDate. Assignee hereby accepts such assignment of all of Customer’s rights and delegationof all of Customer’s duties and obligations to the same extent as if Assignee had executedthe Purchase Agreement and purchase orders in place of the Customer.  2. Nortel hereby consents to Customer’s transfer to Assignee of physical possession of allsoftware (and all copies thereof) that was previously furnished to Customer pursuant to thePurchase Agreement (“Software”), in connection with Customer’s transfer to Assignee of allof 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 thedelegation of all of Customer’s duties and obligations under the Software licenseprovisions contained in the Purchase Agreement (“License”) to Assignee with respect to suchSoftware. Such License shall be at no additional charge to the extent of Customer’s thencurrently authorized feature, usage, capacity and activation levels. Assignee herebyaccepts such assignment and delegation, including without limitation, the obligation tohold the licensed Software and associated documentation in confidence for the benefit ofNortel and/or its suppliers.
 

 
 3. Nothing contained in this Assignment Agreement shall be deemed to release Customer orits successors in interest from any obligations of confidentiality assumed by it pursuantto the Purchase Agreement with respect to any Software transferred to Assignee or anyNortel confidential information.  4. Nothing contained in this Assignment Agreement or elsewhere shall be deemed to modifythe rights, warranties, remedies, liabilities and/or any limitation of rights, warranties,remedies and liabilities contained in the Purchase Agreement. Neither Customer norAssignee shall have any greater rights, warranties or remedies against Nortel than areprovided to Customer under the Purchase Agreement.  5. This Assignment Agreement may be executed in duplicate counterparts, each of whichshall be deemed to be an original instrument.  6. This Assignment Agreement constitutes the entire agreement among Nortel, Customer andAssignee with respect to the subject matter hereof and supersedes all previous agreements,negotiations, writings, discussions or undertakings of any nature whatsoever. The laws ofthe State of New York, exclusive of its conflict of laws provisions, govern this AssignmentAgreement.IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the date firstset forth above.   Triton PCS Equipment Company, L.L.C.