Exhibit 4.6
ASSUMPTION AGREEMENT
FOR
IWO HOLDINGS, INC.
This Assumption Agreement (this "Agreement") is entered into as
of
February 10, 2005, by IWO HOLDINGS, INC., a
Delaware corporation (the
"Successor"), and each of the other parties
hereto (the "Guarantors") in
connection with the offering by IWO Escrow
Company (the "Company") of
$150,000,000 in aggregate principal amount
of Senior Secured Floating Rate notes
due 2012 (the "Senior Secured Floating Rate
Notes") and $140,000,000 principal
amount at maturity of its 10.75% Senior
Discount Notes due 2015 (the "Senior
Discount Notes" and, together with the
Senior Secured Floating Rate Notes, the
"Notes"). Capitalized terms used, but not
defined herein, have the meanings
assigned thereto in the Escrow and Security
Agreement, dated as of January 3,
2005 (the "Escrow and Security Agreement"),
by and among the Company, the
Successor, Bear, Stearns & Co. Inc.
("Bear Stearns"), Lehman Brothers Inc.
("Lehman Brothers") and Merrill Lynch,
Pierce, Fenner & Smith Incorporated
("Merrill Lynch") (Bear Stearns, Lehman
Brothers and Merrill Lynch collectively,
the "Initial Purchasers") and U.S. BANK
NATIONAL ASSOCIATION, as escrow agent,
initial collateral agent and trustee.
On the date hereof, the merger of the Company with and into the
Successor pursuant to the Agreement and
Plan of Merger, dated as of February 10,
2005 (the "Escrow Merger"), was
consummated. Section 1.4(c) of the Escrow and
Security Agreement provides that each of
the parties listed on the signature
pages hereto will deliver this Agreement
concurrently with the release of the
Escrow Property, whereby each such party
will agree to assume the continuing
obligations of the Company under the
Registration Rights Agreement (defined
herein) and the Purchase Agreement (defined
herein) as set forth herein.
AGREEMENT
In consideration of the mutual promises, covenants and
conditions
hereinafter set forth, the parties hereto
mutually agree to as follows:
1. REGISTRATION RIGHTS AGREEMENT: Each of the Successor and the
Guarantors hereby agrees that it has
reviewed the Registration Rights Agreement,
dated as of January 6, 2005, between the
Initial Purchasers and the Company (the
"Registration Rights Agreement"), and each
of the Successor and the Guarantors
further agrees, jointly and severally, to
assume each of the continuing
obligations of the Company set forth in the
Registration Rights Agreement, as if
i
