IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE AGREEMENT September 17, 2007
Exhibit 2.3
IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE AGREEMENT
September 17, 2007
September 17, 2007
Reference is hereby made to (1) that certain Exchange Agreement, dated as of January 31, 2007,
as amended (the ‘Exchange Agreement”), by and among the Consenting Noteholders (as defined
therein), SunCom Wireless Holdings, Inc., a Delaware Corporation (the “Company”), and certain of
its Subsidiaries and (2) that certain Agreement and Plan of Merger, entered into on September 16,
2007 (the “Merger Agreement”), by and among Company, T-Mobile USA, Inc., a Delaware corporation
(“Parent”), and Tango Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent. If the Merger contemplated by the Merger Agreement is completed, among other things, the
company will become a wholly-owned subsidiary of Parent, and each outstanding share of common stock
of the Company will be converted into the right to receive $27 per share, in cash, and the former
holders of such shares will have no continuing equity interest in the Company.
The undersigned hereby irrevocably waives any right it might have under Section 9.1 of the
Exchange Agreement to designate from and after the Effective Time (should it occur) any person for
election to, or to fill any vacancy arising at or after the Effective Time (should it occur) on,
the Company’s Board of Directors. The foregoing waiver shall have no effect if the Merger
Agreement is terminated in accordance with its terms prior to the Effective Time, but otherwise
shall be irrevocable.
Date: 9/17/2007
PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P. By: Pardus Capital Management L.P., Its Investment Manager |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Authorized Officer |
IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE AGREEMENT
September 17, 2007
September 17, 2007
Reference is hereby made to (1) that certain Exchange Agreement, dated as of January 31, 2007,
as amended (the ‘Exchange Agreement”), by and among the consenting Noteholders (as defined
therein), SunCom Wireless Holdings, Inc., a Delaware Corporation (the “Company”), and certain of
its Subsidiaries and (2) that certain Agreement and Plan of Merger, entered into on September 16,
2007 (the “Merger Agreement”), by and among Company, T-Mobile USA, Inc., a Delaware corporation
(“Parent”), and Tango Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
parent. If the Merger contemplated by the Merger Agreement is completed, among other things, the
company will become a wholly-owned subsidiary of parent, and each outstanding share of common stock
of the company will be converted into the right to receive $27 per share, in cash, and the former
holders of such shares will have no continuing equity interest in the Company.
The undersigned hereby irrevocably waives any right it might have under Section 9.1 of the
Exchange Agreement to designate from and after the Effective Time (should it occur) any person for
election to, or to fill any vacancy arising at or after the Effective Time (should it occur) on,
the company’s board of Directors. The foregoing waiver shall have no effect if the Merger
Agreement is terminated in accordance with its terms prior to the Effective Time, but otherwise
shall be irrevocable.
[INTENTIONALLY LEFT BLANK]
HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P. | ||||
By: | Highland Crusader GP, L.P., its general partner | |||
By: | Highland Crusader GP, LLC., its general partner | |||
By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President Strand Advisors, Inc., General Partner of Highland Capital Management L.P. |
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HIGHLAND CREDIT STRATEGIES MASTER FUND, L.P. | ||||
By: | Highland General Partners, L.P., its general partner | |||
By: | Highland GP Holdings LLC, its general partner | |||
By: | Highland Capital Management, LP, its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President Strand Advisors, Inc., General Partner of Highland Capital Management L.P. |
HIGHLAND CDO OPPORTUNITY MASTER FUND, L.P. | ||||
By: | Highland CDO Opportunity Fund GP, L.P., its general partner |
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By: | Highland CDO Opportunity Fund GP, LLC, its general partner |
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By: | Highland Capital Management, L.P., its sole member | |||
By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President Strand Advisors, Inc., General Partner of Highland Capital Management L.P. |
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HIGHLAND SPECIAL OPPORTUNITIES HOLDING COMPANY |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Secretary | |||
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC. |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Officer |
RESTORATION OPPORTUNITIES FUND |
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By: | /s/ R. Xxxxxx Xxxxxxxxx | |||
Name: | R. Xxxxxx Xxxxxxxxx | |||
Title: | Senior Vice President | |||
HIGHLAND CREDIT STRATEGIES FUND |
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By: | /s/ R. Xxxxxx Xxxxxxxxx | |||
Name: | R. Xxxxxx Xxxxxxxxx | |||
Title: | Senior Vice President | |||
HIGHLAND CREDIT OPPORTUNITIES CDO, LTD. | ||||
By: | Highland Capital Management, L.P., Its collateral manager |
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By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President Strand Advisors, Inc. General Partner of Highland Capital Management, L.P. |
HIGHLAND CREDIT OPPORTUNITIES CDO, L.P. | ||||
By: | Highland Credit Opportunities CDO GP, L.P., its general partner |
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By: | Highland Credit Opportunities CDO GP, LLC., its general partner |
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By: | Highland Capital Management, L.P., its sole member |
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By: | Strand Advisors, Inc., its general partner | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President Strand Advisors, Inc., General Partner of Highland Capital Management L.P. |
IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE AGREEMENT
September 17, 2007
September 17, 2007
Reference is hereby made to (1) that certain Exchange Agreement, dated as of January 31, 2007,
as amended (the ‘Exchange Agreement”), by and among the Consenting Noteholders (as defined
therein), SunCom Wireless Holdings, Inc., a Delaware Corporation (the “Company”), and certain of
its Subsidiaries and (2) that certain Agreement and Plan of Merger, entered into on September 16,
2007 (the “Merger Agreement”), by and among Company, T-Mobile USA, Inc., a Delaware Corporation
(“Parent”), and Tango Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent. If the Merger contemplated by the Merger Agreement is completed, among other things, the
company will become a wholly-owned subsidiary of Parent, and each outstanding share of common stock
of the Company will be converted into the right to receive $27 per share, in cash, and the former
holders of such shares will have no continuing equity interest in the Company.
The undersigned hereby irrevocably waives any right it might have under Section 9.1 of the
Exchange Agreement to designate from and after the Effective Time (should it occur) any person for
election to, or to fill any vacancy arising at or after the Effective Time (should it occur) on,
the Company’s Board of Directors. The foregoing waiver shall have no effect if the Merger
Agreement is terminated in accordance with its terms prior to the Effective Time, but otherwise
shall be irrevocable.
Date: 9/18/2007
XXXXXX XXXXX CAPITAL LLC |
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By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
LISPENARD STREET CREDIT (MASTER), LTD. | ||||
By: | XxXxxx Xxxxx Capital LLC, its investment manager | |||
By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
POND VIEW CREDIT (MASTER), L.P. | ||||
By: | XxXxxx Xxxxx Capital LLC, its investment manager | |||
By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||