IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE AGREEMENT September 17, 2007Irrevocable Waiver of Rights Under Exchange Agreement • November 1st, 2007 • Suncom Wireless Holdings, Inc. • Radiotelephone communications
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.
