AGREEMENT & PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

Dated as of September 16, 2007

among

T-MOBILE USA, INC.,

TANGO MERGER SUB, INC.,

and

SUNCOM WIRELESS HOLDINGS, INC.

TABLE OF CONTENTS

		Page
ARTICLE I
THE MERGER
Section 1.01. The Merger			4
Section 1.02. Closing			5
Section 1.03. Effective Time			5
Section 1.04. Effects of the Merger			5
Section 1.05. Certificate of Incorporation and By-laws of the Surviving Corporation			5
Section 1.06. Directors			5
Section 1.07. Officers			6
Section 1.08. Effect on Capital Stock			6
Section 1.09. Exchange of Certificates			7
Section 1.10. Treatment of Restricted Shares			9
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 2.01. Organization and Qualification; Subsidiaries			10
Section 2.02. Capitalization			10
Section 2.03. Authority Relative to this Agreement			11
Section 2.04. No Conflict; Required Filings and Consents			12
Section 2.05. SEC Filings; Financial Statements			13
Section 2.06. Undisclosed Liabilities			14
Section 2.07. Absence of Certain Changes or Events			14
Section 2.08. Litigation			14
Section 2.09. No Violation of Law			15
Section 2.10. Employee Matters; ERISA			15
Section 2.11. Labor and Employment Matters			17
Section 2.12. Environmental Matters			17
Section 2.13. Board Action and Recommendation; Company Stockholder Approval; Takeover Laws, etc.			18
Section 2.14. Opinion of Financial Advisor			19
Section 2.15. Brokers			19
Section 2.16. Tax Matters			19
Section 2.17. Intellectual Property			20
Section 2.18. Certain Contracts			21
Section 2.19. Real Property			23
Section 2.20. Licenses			24
Section 2.21. Related Party Transactions			25
Section 2.22 Insurance			26
Section 2.23. No Other Representations and Warranties			26

		Page
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT
Section 3.01. Organization and Qualification; Subsidiaries			26
Section 3.02. Authority Relative to this Agreement			27
Section 3.03. No Conflict; Required Filings and Consents			27
Section 3.04. Litigation			28
Section 3.05. Capitalization of Merger Sub			28
Section 3.06. Available Funds			28
Section 3.07. Proxy Statement; Other Information			29
Section 3.08. Brokers			29
Section 3.09. No Other Representations and Warranties			29
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE MERGER
Section 4.01. Conduct of Business in the Ordinary Course			29
Section 4.02. Conduct of Business by Parent			33
Section 4.03. No Solicitation			33
ARTICLE V
ADDITIONAL AGREEMENTS
Section 5.01. Company Meeting			36
Section 5.02. Proxy Statement			37
Section 5.03. Notification of Certain Matters			38
Section 5.04. Access to Information			38
Section 5.05. Public Announcements			39
Section 5.06. Best Efforts			39
Section 5.07. Indemnification, Directors’ and Officers’ Insurance			41
Section 5.08. Takeover Laws			43
Section 5.09. Employee Benefits			43
Section 5.10. Rule 16b-3			45
Section 5.11. 700 MHz Auction			45
Section 5.12 Treatment of Senior Notes			45
Section 5.13. Termination of Certain Other Indebtedness			48
Section 5.14 Shareholder Litigation			48
Section 5.15. Exchange Agreement			48
Section 5.16. Site Build-out			49
Section 5.17. Puerto Rico Switch			49
ARTICLE VI
CLOSING CONDITIONS
Section 6.01. Conditions to Each Party’s Obligation to Effect the Merger			49
Section 6.02. Conditions to the Obligations of the Company			50
Section 6.03. Conditions to the Obligations of Parent			50

		Page
Section 6.04. Frustration of Closing Conditions			51
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
Section 7.01. Termination			51
Section 7.02. Effect of Termination			53
Section 7.03. Amendment			54
Section 7.04. Waiver			54
ARTICLE VIII
DEFINITIONS
Section 8.01. Certain Definitions			55
Section 8.02. Other Definitions			57
ARTICLE IX
GENERAL PROVISIONS
Section 9.01. Survival of Representations and Warranties			60
Section 9.02. Notices			60
Section 9.03. Expenses			61
Section 9.04. Headings			61
Section 9.05. Severability			61
Section 9.06. Entire Agreement; No Third-Party Beneficiaries			61
Section 9.07. Assignment			62
Section 9.08. Governing Law			62
Section 9.09. Submission to Jurisdiction; Waivers			62
Section 9.10 Waiver of Jury Trial			62
Section 9.11. Enforcement			62
Section 9.12. Counterparts			63

AGREEMENT AND PLAN OF MERGER

          This AGREEMENT AND PLAN OF MERGER, dated as of September 16, 2007, among SunCom Wireless Holdings, Inc., a Delaware corporation (the “ Company ”), T-Mobile USA, Inc., a Delaware corporation (“ Parent ”), and Tango Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”) (each a “ Party ” and, together, the “ Parties ”).

WITNESSETH:

          WHEREAS, the Parties intend that Merger Sub be merged with and into the Company upon the terms set forth herein, with the Company surviving the Merger as a wholly owned subsidiary of Parent;

          WHEREAS, the Board of Directors of the Company has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (iii) resolved to recommend adoption of this Agreement by the stockholders of the Company;

          WHEREAS, the respective Boards of Directors of each of Parent and Merger Sub have unanimously approved this Agreement and declared it advisable for Parent and Merger Sub to enter into this Agreement;

          WHEREAS, concurrently with the execution and delivery of this Agreement, as an inducement to Parent’s willingness to enter into this Agreement and incur the obligations set forth herein, certain shareholders of the Company have executed a Voting Agreement, dated as of the date hereof (the “ Voting Agreement ”); and

          WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I
THE MERGER

          Section 1.01 The Merger . On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”), at the Effective Time, Merger Sub will merge with and into the Company (the “ Merger ”), whereupon the separate corporate existence of Merger Sub will cease, and the Company will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent.

          Section 1.02 Closing . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York, 10019 at 10:00 a.m., local time, on a date (the “ Closing Date ”) which shall be the third Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as the Company and Parent may agree in writing; provided, however, that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI as of any date, Parent and Merger Sub shall not be required to effect the Closing prior to April 15, 2008.

          Section 1.03 Effective Time . Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “ Certificate of Merger ”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL and the Parties shall take all such further action as may be required by Law to make the Merger effective. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “ Effective Time ”).

          Section 1.04 Effects of the Merger . The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property of the Company and Merger Sub shall vest in the Surviving Corporation, and all liabilities and obligations of the Company and Merger Sub shall become liabilities and obligations of the Surviving Corporation.

          Section 1.05 Certificate of Incorporation and By-laws of the Surviving Corporation . Subject to and consistent with the obligations set forth in Section 5.07 hereof, at the Effective Time, (a) the certificate of incorporation of the Surviving Corporation shall be amended in the merger to read in its entirety as the certificate of incorporation of Merger Sub read immediately prior to the Effective Time, until thereafter amended in accordance with the terms thereof and hereof and applicable Law, except that the name of the Surviving Corporation shall be SunCom Wireless Holdings, Inc., and (b) the by-laws of the Surviving Corporation shall be amended so as to read in their entirety as the by-laws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law, except that the references to Merger Sub’s name shall be replaced by references to SunCom Wireless Holdings, Inc.

          Section 1.06 Directors . From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or as provided by applicable Law.

          Section 1.07 Officers . From and after the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or as provided by applicable Law.

          Section 1.08 Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

               (a) Conversion of Common Stock . Each share of Class A common stock, par value $0.01 per share, of the Company outstanding immediately prior to the Effective Time (each, a “ Share ” and collectively, the “ Shares ”) (including any Restricted Shares as described in Section 1.10 ), other than the Cancelled Shares and the Dissenting Shares, shall be converted automatically into and shall thereafter represent the right to receive $27.00 in cash, without interest (the “ Merger Consideration ”). All Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 1.08 shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration in accordance with Section 1.09 .

               (b) Parent and Merger Sub-Owned Shares . Each Share that is owned by Parent or Merger Sub immediately prior to the Effective Time or held by the Company (as treasury stock or otherwise) immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (the “ Cancelled Shares ”) shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange for such cancellation.

               (c) Conversion of Merger Sub Common Stock . Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

               (d) Dissenters’ Rights . Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such Shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who are entitled to demand and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the

DGCL (the “ Dissenting Shares ”) will not be converted into the right to receive the Merger Consideration, but instead holders of such Dissenting Shares will be entitled to such rights (and only such rights) as are granted by the provisions of Section 262 unless and until any such holder fails to perfect or effectively withdraws, waives or loses its rights to appraisal under the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the provisions of Section 262. If any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company will give Parent prompt notice of any demands received by the Company for appraisals of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, Parent shall have the right to conduct all negotiations and proceedings with respect to such notices and demands and the Company shall have the opportunity to participate in (but not control) such negotiations and proceedings at its own cost. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make or agree to make any payment with respect to any demands for appraisal or settle, or offer to agree to settle, any such demands.

               (e) Adjustments . If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company, or securities convertible or exchangeable into or exercisable for shares of capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted to reflect such change; provided that nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

          Section 1.09 Exchange of Certificates .

               (a) Paying Agent . At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed by Parent and approved in advance by the Company in writing (such approval not to be unreasonably withheld) to act as a paying agent hereunder (and pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company) (the “ Paying Agent ”), in trust for the benefit of holders of the Shares (including the Restricted Shares), cash in U.S. dollars sufficient to pay the aggregate Merger Consideration in exchange for all of the Shares (including the Restricted Shares) outstanding immediately prior to the Effective Time (other than the Cancelled Shares), payable upon due surrender of the certificates that immediately prior to the Effective Time represented such Shares (including the Restricted Shares) (“ Certificates ”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares

7

represented by book-entry (“ Book-Entry Shares ”) pursuant to the provisions of this Article I (such cash being hereinafter referred to as the “ Exchange Fund ”).

          (b) Payment Procedures . As soon as reasonably practicable after the Effective Time and in any event no later than the fifth Business Day following the Closing Date, the Paying Agent shall mail to each holder of record of Shares (including Restricted Shares) whose Shares were converted into the Merger Consideration pursuant to Section 1.08 , (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor cash in an amount equal to Merger Consideration payable in exchange therefor. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Notwithstanding anything in this Agreement to the contrary, each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold, or to cause to be deducted or withheld, from the consideration otherwise payable under this Agreement to any holder of Shares (including, for the avoidance of doubt, Restricted Shares), such amounts as may be required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “ Code ”), the rules and regulations promulgated thereunder, or any applicable provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental or Regulatory Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect of which such deduction or withholding were made.

          (c) Closing of Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to this Article I.

          (d) Termination of Exchange Fund . Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former

holders of Shares for one year after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares or Restricted Shares who have not surrendered their Shares or Restricted Shares in accordance with this Section 1.09 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares or Restricted Shares (subject to any applicable abandoned property, escheat or similar Law) but only as a general creditor thereof for payment of its claim for the Merger Consideration.

               (e) No Liability . Anything herein to the contrary notwithstanding, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent or any other Person shall be liable to any former holder of Certificates or Book-Entry Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

               (f) Lost Certificates . In the case of any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent or the Surviving Corporation, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the amount of the Merger Consideration in respect thereof entitled to be received pursuant to this Agreement.

          Section 1.10 Treatment of Restricted Shares . Except as set forth in Section 4.01 of the Company Disclosure Letter with respect to certain Restricted Shares that may be granted after the date hereof but that will be forfeited at the Effective Time, each Share outstanding immediately prior to the Effective Time, granted subject to vesting or other lapse restrictions pursuant to the Company’s Amended and Restated Stock and Incentive Plan and 2004 Directors’ Stock and Incentive Plan (the “ Company Stock Plans ”) and/or any applicable restricted stock award agreements (collectively, the “ Restricted Shares ”), shall, by virtue of this Agreement, vest and become free of such restrictions immediately prior to the Effective Time and shall be canceled and converted into the right to receive the Merger Consideration in accordance with Section 1.08(a) hereof.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Except as (i) disclosed in the Company SEC Reports filed after December 31, 2004 and prior to the date of this Agreement and only as and to the extent disclosed therein (excluding any forward-looking disclosures set forth in any risk factor section, and any disclosures in any section relating to forward-looking statements) (provided that in no event shall any disclosure in any Company SEC Report qualify or limit the representations and warranties of the Company set forth in Sections 2.02 or 2.03 of this Agreement) or (ii) except as set forth in the letter (the “ Company Disclosure Letter ”) delivered by the Company to Parent and Merger Sub concurrently with the execution of this Agreement (it being agreed that disclosure of any item in any section of the Company Disclosure Letter shall be deemed disclosure with respect to any other section of the Company Disclosure Letter to which the relevance of such item is

reasonably apparent), the Company hereby represents and warrants as of the date hereof to Parent and Merger Sub as follows:

          Section 2.01 Organization and Qualification; Subsidiaries . Section 2.01 of the Company Disclosure Letter sets forth a complete and correct list of the name and jurisdiction of organization of each “significant subsidiary” of the Company as such term is defined in Regulation S-X promulgated by the SEC, as well as the percentage of outstanding equity interests of such “significant subsidiary” owned by the Company or any of its Subsidiaries. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with all requisite corporate power to own its properties and conduct its business as currently conducted. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be so organized, existing and in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Each of the Company’s Subsidiaries has all corporate or similar powers and authority required to own, lease and operate its respective properties and carry on its business as now conducted, except where the failure to have such power and authority has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). Each of the Company and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such qualification necessary, except where the failure to be so licensed or qualified has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). The Company has heretofore furnished, or otherwise made available, to Parent a complete and correct copy of the certificate of incorporation and the bylaws, each as amended to the date hereof, of the Company.

          Section 2.02 Capitalization . (a) The authorized capital stock of the Company consists solely of (i) 580,000,000 Shares, of which, as of the date hereof, 59,341,576 Shares were issued and 59,227,828 Shares were outstanding (including 226,594 outstanding Restricted Shares), and (ii) 70,000,000 shares of Preferred Stock, $0.01 par value, of which, as of the date hereof, none were issued or outstanding. All of the issued and outstanding Shares are validly issued, fully paid and nonassessable.

               (b) Except as set forth in Section 2.02(a) hereof and Section 2.02(b) of the Company Disclosure Letter and for not more than 91,695 Shares reserved for issuance pursuant to the Company Stock Plans as of the date hereof, as of the date hereof, there have not been reserved for issuance, and there are no outstanding (i) shares of capital stock or voting securities of, or other equity ownership interests in, the Company or any of its Subsidiaries; (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital

stock or voting securities of, or other equity ownership interests in, the Company or any of its Subsidiaries; (iii) other rights, options, agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or voting securities of, or other equity ownership interests in, or securities convertible into or exchangeable for shares of capital stock or voting securities of, or other equity ownership interests in, the Company or any of its Subsidiaries (the securities described in clauses (i) through (iii) are collectively referred to herein as the “ Company Securities ”); or (iv) obligations of the Company or any of its Subsidiaries to make any payments directly or indirectly based (in whole or in part) on the price or value of any Company Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except those arising after the date hereof, as permitted by Section 4.01(a)(iv) . There are no preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any Company Securities. Except for the Voting Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting or registration of any shares of capital stock of the Company or preemptive rights with respect thereto.

          (c) From May 16, 2007 to the date hereof, (i) the Company has not declared or paid any dividend or distribution in respect of any Company Securities (other than cash dividends paid to the Company or one of its wholly owned Subsidiaries by a wholly owned Subsidiary of the Company with regard to its capital stock), and (ii) neither the Company nor any of its Subsidiary has issued, sold or repurchased any Company Securities, and their respective Boards of Directors have not authorized any of the foregoing.

          (d) All the outstanding capital stock or limited liability company interests of each of the Company’s Subsidiaries that is owned by the Company or any of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights, and are owned by the Company or one of its Subsidiaries free and clear of any liens, security interest, pledges, charges or encumbrances (“ Liens ”) except for any Permitted Liens referred to in clause (i) of the definition of Permitted Liens. Except for its interests in its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person, or any options, warrants, rights or securities convertible, exchangeable or exercisable therefor.

     Section 2.03 Authority Relative to this Agreement . The Company has the necessary corporate power and authority to enter into this Agreement and subject to, in the case of the consummation of the Merger, obtaining the Company Stockholder Approval, to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the approval and adoption of this Agreement, at the Company Meeting, by the holders of Shares constituting a majority of the outstanding Shares entitled to vote thereon (the “ Company Stockholder Approval ”). This Agreement has been duly executed and delivered by the Company and,

assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

          Section 2.04 No Conflict; Required Filings and Consents . (a) Assuming compliance with the matters referenced in Section 2.04(b) below and the receipt of the Company Stockholder Approval, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) violate or conflict with the Second Restated Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”) or the Second Amended and Restated Bylaws (the “ Bylaws ”) of the Company, (ii) violate or conflict with any law, regulation, court order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any of their respective property is bound or affected, (iii) violate or conflict with the certificate of incorporation or bylaws or similar constituent documents of any of the Company’s Subsidiaries, or (iv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, or result in the loss of any material benefit or right, or result in an acceleration of any rights or amounts due under, or require the consent of any other party to, any contract, instrument, Permit, license, franchise, loan or credit agreement, note, bond, mortgage, indenture, agreement, lease or other obligation (each, a “ Contract ”) to which the Company or any of its Subsidiaries is a party or by which the Company, any of their respective Subsidiaries or any of their respective property is bound or affected, except, in the case of clauses (ii), (iii) and (iv) above, for conflicts, violations, breaches, defaults, rights, results, consents or Liens which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof).

               (b) Other than the filing of the Certificate of Merger pursuant to the DGCL and other filings and/or the receipt of prior approvals, or the expiration of applicable waiting periods, as required by or in connection with (i) the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder, (ii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “ HSR Act ”), (iii) the Federal Communications Commission (the “ FCC ”); (iv) state public service or public utility commissions or similar state regulatory bodies (the “ State Commissions ”), (v) possible foreign Governmental or Regulatory Authorities regulating competition and (vi) any voluntary notification to the Committee on Foreign Investment in the United States (“ CFIUS ”) under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (“ Exon-Florio Act ”) that may be filed by the Parties; and (vii) any filings required pursuant to the rules of any applicable stock exchanges (collectively, the “ Company Required Approvals ”), no material authorization, consent, approval or order of, or filing with, or notice to, any Governmental or Regulatory Authority is necessary, under applicable Law, in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

          Section 2.05 SEC Filings; Financial Statements . (a) The Company and SunCom Wireless, Inc. (“ Operating Sub ”) have timely filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2004 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since December 31, 2004, with any amendments thereto, collectively, the “ Company SEC Reports ”), each of which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) and the Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder. None of the Company SEC Reports contained, when filed with the SEC or, if amended, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than Operating Sub, none of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. As of the date hereof, no principal executive officer or principal financial officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) with respect to any Company SEC Report.

               (b) Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes and schedules, where applicable) (the “ Company Financial Statements ”) fairly present in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to (i) in the case of unaudited statements included (or incorporated by reference) in the Company SEC Reports filed prior to the date hereof, normal year-end adjustments and other adjustments described therein, including the notes thereto, and (ii) in the case of unaudited financial statements included (or incorporated by reference) in the Company SEC Reports filed after the date hereof, normal year-end adjustments as permitted by GAAP and the applicable rules and regulations of the SEC, including the notes thereto. Each of such Company Financial Statements (including the related notes and schedules, where applicable) complied, as of the date of filing, or, if amended, as of the date of such amendment, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) consistently applied during the periods and at the dates involved, except in each case as indicated in such statements or in the notes thereto.

               (c) The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The management of the Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material

information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud within the Company’s Knowledge that involves management or other Company Employees who have a significant role in the Company’s internal controls over financial reporting.

          Section 2.06 Undisclosed Liabilities . Except as permitted or contemplated by this Agreement or consented to by Parent hereunder, the Company and its Subsidiaries taken as a whole, have not incurred since June 30, 2007, any liabilities or obligations of any nature except liabilities or obligations (a) which are reflected or reserved against in the Company Financial Statements dated as of June 30, 2007 or reflected in the notes thereto, (b) which were incurred after June 30, 2007, in the ordinary course of business and consistent with past practices and which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (c) which have been discharged or paid in full in the ordinary course of business, or (d) which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

          Section 2.07 Absence of Certain Changes or Events . Except as permitted or contemplated by this Agreement or consented to by Parent hereunder, since December 31, 2006,

               (a) there has not been any Material Adverse Effect on the Company or an event, change, effect, development, condition or occurrence that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;

               (b) to the date of this Agreement, (i) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of such businesses consistent with past practice; and (ii) neither the Company nor any of its Subsidiaries has taken or agreed to take any action that would be prohibited by subsections (a)(ii), (b)(i), (b)(ii), (d)(B), (d)(C), (d)(D), (d)(E), (i), (j), (k) or (m) of Section 4.01 if taken after the date hereof.

          Section 2.08 Litigation . As of the date hereof, there are no (i) claims, actions, suits, proceedings or investigations pending before any Governmental or Regulatory Authority, including, without limitation, the FCC, or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, or any properties, assets or rights of the Company or any of its Subsidiaries, or (ii) orders, judgments or decrees of any Governmental or Regulatory Authority, including, without limitation, the FCC, against the Company or any of its Subsidiaries, or any properties, assets or rights of the Company or any of its Subsidiaries, except for those that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its

obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof).

          Section 2.09 No Violation of Law . Since December 31, 2004, the businesses of the Company and its Subsidiaries have not been, and are not currently being, conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental or Regulatory Authority (including, without limitation, any stock exchange or other self-regulatory body) (“ Law ”), including, without limitation, the Sarbanes-Oxley Act and the Foreign Corrupt Practices Act of 1977, as amended, except for violations which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). As of the date hereof, no investigation or review by any Governmental or Regulatory Authority with respect to the Company or any of its Subsidiaries is pending, or to the Company’s Knowledge, threatened, nor has any Governmental or Regulatory Authority indicated an intention to conduct the same, except for such investigations or reviews that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). None of the representations and warranties made in this Section 2.09 are being made with respect to Environmental Laws or Tax Laws.

          Section 2.10 Employee Matters; ERISA . (a) Section 2.10(a) of the Company Disclosure Letter contains a list of all material Company Benefit Plans. For purposes of this Agreement, the term “ Company Benefit Plans ” means all employee benefit plans sponsored or maintained by the Company or its Subsidiaries as of the date hereof and covering present or former employees, officers or directors of the Company and of each of its Subsidiaries or the beneficiaries or dependents thereof, or providing benefits to such persons in respect of services provided to any such entity, or with respect to which the Company or any of its Subsidiaries has, or has had, an obligation to contribute or any other liability, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any deferred compensation, bonus, stock option, restricted stock, incentive, profit sharing, retirement, savings, medical, health, life insurance, disability, sick leave, cafeteria or flexible spending, vacation, unemployment compensation, employment, severance or change in control agreements, arrangements, programs, policies or plans and any other benefit arrangements or payroll practice, whether funded or unfunded, insured or uninsured, written or unwritten. With respect to each Company Benefit Plan, the Company has made available to Parent (i) a true and correct copy of each Company Benefit Plan or, in the case of any Company Benefit Plan which is not in written form, an accurate description of the material provisions of such Company Benefit Plan as in effect on the date hereof, (ii) the summary plan description, (iii) the most recent annual report, financial statement and/or actuarial report, (iv) the most recent determination letter from the IRS and/or the Puerto Rico Department of the Treasury, as applicable, including all schedules thereto, (v) any related trust agreements, insurance contracts or documents of any other funding arrangements, (vii) any written communications to or from the IRS or any office or representative of the Department of Labor or the Puerto Rico Department of the Treasury relating to any compliance issues in respect of any

such Company Benefit Plan, and (viii) all amendments, modifications or supplements to any such document. Except to the extent specifically made available to Parent, as of the date hereof there are no material amendments to any Company Benefit Plan that have been adopted or approved, nor has the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new material Company Benefit Plan.

          (b) Except, with respect to clauses (i), (ii) and (iv) only, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to each Company Benefit Plan, (i) each such Company Benefit Plan has been established, operated and administered in all respects with applicable Laws, including, but not limited to, ERISA, the Code and, in each case, the regulations thereunder, (ii) all contributions due from the Company or any of its Subsidiaries to date have been timely made and all amounts properly accrued, (iii) each such Company Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and intended to be qualified under Section 401(a) of the Code or under any similar provision of non-U.S. law has received a favorable determination letter, or has pending an application for such determination from the Internal Revenue Service with respect to those provisions for which the remedial amendment period under Section 401(b) of the Code has not expired or, in the case of a Company Benefit Plan subject to non-U.S. law, has received a favorable determination under the applicable law, and to the Knowledge of the Company, there is no reason why any such determination letter should be revoked or not issued, as applicable, and (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened or anticipated with respect to any such Company Benefit Plan.

          (c) Neither the Company nor its Subsidiaries nor any trade or business, whether or not incorporated, that, together with the Company or any of its Subsidiaries would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA (an “ ERISA Affiliate ”), (i) maintains or contributes to, or has maintained or contributed to, (A) any plan or arrangement that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (B) a “multiemployer plan” within the meaning of Section 3(37) and 4001(a)(3) of ERISA or (C) a “multiple employer plan” within the meaning of Sections 4063/4064 of ERISA or Section 413(c) of the Code or (ii) has incurred or reasonably expects to incur in respect of any Company Benefit Plan or otherwise any liability pursuant to Title I or Title IV of ERISA or penalty, excise Tax or joint and several liability pursuant to any provisions of the Code or ERISA, except for liabilities, penalties or excise Taxes that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. With respect to each Company Benefit Plan that is a “multiemployer plan,” no complete or partial withdrawal from such plan has been made by the Company or any Subsidiary, or, to the Company’s Knowledge, by any other Person, that could result in any liability to the Company or any Subsidiary and if the Company, any Subsidiary or any other Person were to withdraw from any such Company Benefit Plan, such withdrawal would not result in any material liability for the Company.

          (d) With respect to each Company Benefit Plan for which financial statements are required by ERISA, there has been no change in the financial status of such Company Benefit Plan since the date of the most recent such statements except any of the foregoing as

has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (e) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of the Company or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation. Section 2.10(e) of the Company Disclosure Letter sets forth reasonable and accurate estimates of the amount of “excess parachute payments” within the meaning of Section 280G of the Code, that may become payable as a result of the execution or delivery of this Agreement, or the consummation of the transactions contemplated hereby, either alone or in conjunction with any other event (whether contingent or otherwise).

               (f) Neither the Company nor any of its Subsidiaries or ERISA Affiliates has any liability with respect to an obligation to provide health or other non-pension benefits to any person beyond their retirement or other termination of service other than health continuation coverage mandated by Section 4980B of the Code or applicable Law. Since December 31, 2006, neither the Company nor any of its Subsidiaries or ERISA Affiliates has announced any intent or commitment (whether or not legally binding) to create or implement any additional employee benefit plan or to amend, modify or terminate any broad-based Company Benefit Plan in a manner that would materially increase the Company’s costs or costs to be incurred by Parent at or after the Effective Time.

          Section 2.11 Labor and Employment Matters . Neither the Company nor any of its Subsidiaries is party to or bound by any collective bargaining agreements or any other agreements of any kind that reflect or pertain to understandings or practices communicated or agreed on between the Company and any labor organization or representative of any labor organization. There are no labor unions or other labor organizations representing or to the Company’s Knowledge purporting to represent or making any efforts to represent employees of the Company or its Subsidiaries, and there is no pending, or, to the Knowledge of the Company, threatened labor dispute, strike, work stoppage or other concerted labor activity against the Company or its Subsidiaries in each case which has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

          Section 2.12 Environmental Matters . (a) Except for such matters that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each of the Company and its Subsidiaries is in compliance with all applicable Environmental Laws, (ii) the properties currently owned or operated by it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances, (iii) to the Company’s Knowledge, no Hazardous Substances were present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by it or any of its Subsidiaries during the period of ownership or operation by

it or any of its Subsidiaries, (iv) to the Company’s Knowledge, neither it nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property, (v) neither it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that it or any of its Subsidiaries may be in violation of or liable under any Environmental Law (including any claims relating to electromagnetic fields or microwave transmissions), and (vi) to the Company’s Knowledge, neither it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements (other than those of general applicability not specifically related to the Company) with any Governmental or Regulatory Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances (except for such agreements entered into by the Company in the ordinary course of business).

               (b) For purposes of this Agreement, (i) “ Environmental Law ” means any federal, state, Puerto Rico, local, foreign or other law (including common law), statutes, ordinances or codes relating to: (A) the protection, investigation or restoration of the environment or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to person or property in connection with any Hazardous Substance and (ii) “ Hazardous Substances ” means any substance that is: listed, classified or regulated pursuant to any Environmental Law, including without limitation, any “hazardous substance,” “pollutant” or “contaminant” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.), or any “hazardous material” as that term is defined under the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), and also including any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon.

          Section 2.13 Board Action and Recommendation; Company Stockholder Approval; Takeover Laws, etc . (a) The Board of Directors of the Company, at a duly held meeting has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) resolved to recommend (the “ Recommendation ”) that the stockholders of the Company adopt this Agreement and directed that such matter be submitted for consideration by the stockholders of the Company at the Company Meeting, and (iv) approved this Agreement and the Voting Agreement, and the transactions contemplated thereby for purposes of Section 203 of the DGCL, including approving Parent’s (and its Affiliates’) becoming an “interested stockholder” as defined in Section 203 of the DGCL.

               (b) The Company Stockholder Approval is the only vote of the holders of any class or series of the capital stock of the Company required to approve this Agreement, the Merger and the other transactions contemplated hereby.

               (c) No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Certificate of

Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Shares, the Merger or the other transactions contemplated by this Agreement.

          Section 2.14 Opinion of Financial Advisor . The Company has received the opinion of Goldman, Sachs & Co., dated as of September 16, 2007 to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to the holders of Shares. The Company has provided to Parent a correct and complete copy of such opinion or, if such opinion has not been delivered to the Board of Directors in written form as of the execution of this Agreement, then the Company shall make a correct and complete copy of any such opinion received by it available to Parent promptly following its delivery to the Board of Directors in written from.

          Section 2.15 Brokers . Except for Goldman, Sachs & Co., no broker, finder or investment banker is entitled to any brokerage, finder’s or investment banking fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has provided to Parent’s representatives an accurate estimate of the aggregate maximum amount that is or may become payable by the Company in respect of fees to its Representatives (including Goldman, Sachs & Co.) and payments that may become payable to executives and other Company Employees resulting from a change of control of the Company.

          Section 2.16 Tax Matters . Except as would not reasonably be expected to have a Material Adverse Effect on the Company:

               (a) All Tax Returns required to be filed by the Company or its Subsidiaries have been timely filed with the appropriate Governmental or Regulatory Authorities. All such Tax Returns are true, correct and complete. The Company and each of its Subsidiaries have timely paid all Taxes reflected on such Tax Returns and required to be paid by the Company or any of its Subsidiaries when due and payable, except with respect to Taxes which the Company or a Subsidiary is contesting in good faith or for which the Company or a Subsidiary has made adequate provisions in accordance with GAAP;

               (b) No audit, examination or other proceeding with respect to Taxes due from the Company or any of its Subsidiaries, or with respect to any Tax Return of the Company or any of its Subsidiaries, is pending, threatened in writing, or being conducted by any Governmental or Regulatory Authority, and all assessments for Taxes due with respect to completed and settled audits, examinations or any concluded litigation have been fully paid;

               (c) The Company and each of its Subsidiaries (i) have withheld from payments to their employees, independent contractors, creditors, shareholders and any other applicable Person (and timely paid to the appropriate Governmental or Regulatory Authority) proper and accurate amounts and (ii) have in good faith properly calculated and billed sales and use, excise, e911, USF and similar transactions and telecommunications Taxes imposed on services to customers (and timely paid such Taxes to the appropriate Governmental or Regulatory Authority), in each case in compliance with all corresponding Tax provisions of any Governmental or Regulatory Authority for all periods through the date hereof;

               (d) No agreements relating to the allocation or sharing of Taxes exist between the Company and/or any one of its Subsidiaries, on the one hand, and a third party, on the other hand;

               (e) No extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by the Company or any of its Subsidiaries and is currently in effect;

               (f) Neither the Company nor any of its Subsidiaries (1) is, or has been, a member of an affiliated, consolidated, combined or unitary group, other than one of which the Company or a Subsidiary of the Company was the common parent or (2) has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable Law), or as a transferee or successor;

               (g) Neither the Company nor any of its Subsidiaries has executed any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or under any similar provision of applicable Law, in each case, which remains in effect and applies to any open tax year;

               (h) The Company and each of its Subsidiaries have, in all material respects, maintained the books and records required to be maintained pursuant to Section 6001 of the Code and the rules and Treasury Regulations thereunder; and

               (i) Neither the Company nor any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

          It is agreed that the only representations made by the Company in respect of Taxes are those set forth in this Section 2.16 .

          Section 2.17 Intellectual Property . (a) The Company and its Subsidiaries have all right, title and interest in, or a valid and binding license to use, all Intellectual Property and Information Technology currently used in the conduct of the businesses of the Company and its Subsidiaries (the “ Company Intellectual Property ”), except where the failure to have such right, title and interest or have the right to use such Company Intellectual Property has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (b) The Company and its Subsidiaries (i) have not defaulted (except defaults that have been waived) under any license to use any Company Intellectual Property, and (ii) are not as of the date hereof the subject of any proceeding or litigation for infringement of any third party Intellectual Property, except for, in each case, a default, proceeding or litigation that has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (c) Except as has not had or would not reasonably be expected to have a Material Adverse Effect on the Company, (i) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has infringed upon, misappropriated or otherwise violated, or is currently infringing upon, misappropriating or otherwise violating, any Intellectual

Property rights of any other Person, and (ii) to the Company’s Knowledge, no Person has infringed, misappropriated or otherwise violated, or is currently infringing, misappropriating or otherwise violating, any Company Intellectual Property rights.

               (d) Neither the Company nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request alleging that the Company or any of its Subsidiaries, or any products or services distributed, sold or licensed by any of them, may have infringed or may be infringing any Intellectual Property of a third party, except as has not had or would not reasonably be expected to have a Material Adverse Effect on the Company.

          For purposes of this Agreement, “ Intellectual Property ” means patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, copyrights and copyright rights, trade secret and trade secret rights, and other intellectual property rights, and all pending applications for and registrations of any of the foregoing and “ Information Technology ” means the computers, computer software and databases, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment and elements, and associated documentation, in each case, which are necessary for the operation of the business of the Company or any of its Subsidiaries as conducted as of the date of this Agreement.

          Section 2.18 Certain Contracts . (a) Section 2.18 of the Company Disclosure Letter lists, as of the date of this Agreement, each Contract to which the Company or any of its Subsidiaries is a party that:

          (A) would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act or disclosed by the Company on a Current Report on Form 8-K;

          (B) relates to the formation, creation, operation, management or control of any partnership or joint venture with a third party that is material to the business of the Company and the Subsidiaries, taken as a whole;

          (C) relates to (1) any Indebtedness having an outstanding principal amount in excess of $5 million, or (2) the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $5 million;

          (D) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), not yet consummated, of assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract in excess of $5 million;

          (E) is an interconnection or similar agreement in connection with which the Company’s or a Subsidiary of the Company’s equipment, networks and services are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks;

     (F) contains any commitment to (1) provide wireless services coverage in a particular geographic area, (2) build out a non de minimus number of tower sites in a particular geographic area, or (3) sell or provide, or use or pay for, minutes on a wholesale or other non-retail basis, including in respect of any Mobile Virtual Network Operator or wholesaler;

     (G) any roaming agreement that cannot be terminated on 30 days or less notice;

     (H) by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract;

     (I) (i) grants any exclusivity, right of first refusal or similar preferential right to the other party; or (ii) provides for any minimum purchase commitment of at least $1 million by the Company or any of its Subsidiaries;

     (J) relates to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments in excess of $5 million;

     (K) (i) grants to any third party any material Company Intellectual Property (other than in the ordinary course of business in tandem with the use of the Company’s products), or (ii) grants to the Company a license to use any material Intellectual Property owned by a third party (other than commercially available off-the-shelf software);

     (L) contains any non-compete or similar provision that would restrict the ability of the Company or any of its Subsidiaries (or, after the Closing Date, could restrict the ability of Parent or any of its Subsidiaries) to (i) engage in any line of business or to compete with any Person in any line of business, in each case in any geographic location, (ii) engage in business with any Person without the levying of any fine, charge or other payment for doing so, or (iii) provide, sell or distribute any products or services or purchase or otherwise obtain any equipment, components, parts, services or products.

The foregoing Contracts are referred to herein as the “ Specified Contracts .”

          (b) Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) other than with respect to any Specified Contract of the type referred to in clause (L) of Section 2.18(a) , each Specified Contract is valid and binding on the Company and any Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, and (ii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Specified Contract. There is no default under any Specified Contract by the Company or any of its Subsidiaries and no event has occurred

that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries except in any such case which has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof).

          Section 2.19 Real Property . (a) Section 2.19(a) of the Company Disclosure Letter lists all material real property owned by the Company or any Subsidiary as of the date hereof, including, without limitation, all owned transmission towers (if any) on Leased Real Property (the “ Owned Real Property ”). With respect to each Owned Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title to such Owned Real Property, free and clear of all Liens other than Permitted Liens and, with respect to any owned transmission towers on Leased Real Property, other than Real Property Leases, (ii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Owned Real Property or any portion thereof or interest therein, other than, in the case of clauses (i) and (ii) above, any which has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Owned Real Property, except proceedings which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (b) Section 2.19(b) of the Company Disclosure Letter lists all leases, subleases, licenses and other material agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property, including locations on towers and other structures (“ Leased Real Property ”) at which the operations of the Company and any of its Subsidiaries are conducted as of the date hereof (the “ Real Property Leases ”). Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Real Property Lease is valid, binding and in full force and effect and all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current and (ii) no termination event (other than expirations in the ordinary course) or uncured default of a material nature or, to the Knowledge of the Company, allegation of default of a material nature, on the part of the Company or, if applicable, its Subsidiary or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease. Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property which is subject to a Real Property Lease (except with respect to licenses, as to which the Company and its Subsidiaries have a valid license), free and clear of all Liens, except for Permitted Liens. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the Real Property Leases, except such condemnation which has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (c) Section 2.19(c) of the Company Disclosure Letter lists all leases, subleases, licenses and other material agreements under which the Company or any of its Subsidiaries leases, subleases or grants the right to use or occupy any Owned Real Property or Leased Real Property, to any other Person, other than to the Company or any of its Subsidiaries (“ Lessor Leases ”). Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Lessor Lease is valid, binding and in full force and effect and all rent and other sums and charges payable to the Company or any of its Subsidiaries as landlords thereunder are current and (ii) no termination event (other than expirations in the ordinary course) or uncured default of a material nature or, to the Knowledge of the Company, allegation of default of a material nature, on the part of the Company or, if applicable, its Subsidiary or, to the Knowledge of the Company, the tenant thereunder exists under any Lessor Lease.

          Section 2.20 Licenses . (a) Section 2.20(a) of the Company Disclosure Letter sets forth a list, as of the date hereof, of (i) all material permits, franchises, licenses, privileges, immunities, approvals, certificates, orders, authorizations or consents that are granted by any Governmental or Regulatory Authority (including, without limitation, any stock exchange or other self-regulatory body) (“ Permits ”) and operating rights necessary for the operation of the businesses as presently operated by the Company and its Subsidiaries issued or granted to the Company or any of its Subsidiaries by the FCC (the “ FCC Licenses ”), and all Permits issued or granted to the Company or any of its Subsidiaries by public utility commissions regulating telecommunications businesses, including, without limitation, the Junta Reglamentadora de Telecomunicaciones de Puerto Rico (the “ State Licenses ” and collectively with the FCC Licenses and other Permits, the “ Company Licenses ”); (ii) the date on which each FCC License expires or is subject to renewal in accordance with its terms; (iii) all pending applications for Company Licenses that would be Company Licenses if issued or granted; (iv) all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any Company License. Except as has not had and would not reasonably be expected to have a material adverse effect on the Company with respect to the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries in the Commonwealth of Puerto Rico, the Permits necessary for the operation of the businesses as presently operated by the Company and its Subsidiaries in the Commonwealth of Puerto Rico have been granted pursuant to and in accordance with the requirements of applicable Law. As of the date hereof, each of the Company and its Subsidiaries is in compliance with its obligations under each of the FCC Licenses and the rules and regulations of the FCC, and with its obligations under each of the other Company Licenses, except for such failures to be in compliance with the Company Licenses as have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). To the Knowledge of the Company, no notice of violation, order of forfeiture or complaint, proceeding, review or investigation against the Company or any of its Subsidiaries relating to any of the Company Licenses by any Governmental or Regulatory Authority (including, without limitation, the FCC or the Federal Aviation Administration (the “ FAA ”)) is pending or, to the Company’s Knowledge, threatened, nor has any Governmental or Regulatory Authority (including, without

limitation, the FCC or the FAA) indicated in writing an intention to conduct the same, except for such investigations which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof). The FCC Licenses are in full force and effect, meaning that: (A) the orders issuing the FCC Licenses have become effective under the Communications Act; (B) the grant of all of the FCC Licenses to the Company or any of its Subsidiaries has become final; (C) all express FCC-imposed conditions precedent have been satisfied and the FCC Licenses are not subject to any conditions outside the ordinary course; and (D) the FCC actions granting all FCC Licenses, together with all underlying construction permits, have not been reversed, stayed, enjoined, annulled or suspended; and (E) the FCC Licenses have not expired by their own terms or been invalidated or modified by any subsequent FCC action, except, in each case, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to perform its obligations under and consummate the transactions contemplated by this Agreement prior to the End Date (including any applicable extensions thereof).

               (b) All of the currently operating cell sites and microwave paths of the Company and its Subsidiaries in respect of which a filing with the FCC was required have been constructed and are currently operated in all respects as represented to the FCC in currently effective filings, and modifications to such cell sites and microwave paths have been preceded by the submission to the FCC of all required filings, in each case, except for such failures as have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (c) All transmission towers owned by the Company and its Subsidiaries are obstruction-marked and lighted by the Company or its Subsidiaries to the extent required by, and in accordance with, the rules and regulations of the FAA (the “ FAA Rules ”), except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Appropriate notification to the FAA has been made for each transmission tower owned by the Company and its Subsidiaries to the extent required to be made by the Company or any of its Subsidiaries by, and in accordance with, the FAA Rules, in each case, except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

               (d) The Company does not hold any Permits to provide local exchange services or interexchange services.

          Section 2.21 Related Party Transactions . Except for employment-related Contracts filed or incorporated by reference as an exhibit to the Company SEC Reports filed prior to the date of this Agreement or Company Benefit Plans, Section 2.21 of the Company Disclosure Letter sets forth a correct and complete list of the Contracts or arrangements that are in existence as of the date of this Agreement between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (i) current executive officer or director of either the Company or any of its Subsidiaries or any Person that has served as such an executive officer or

director within the last two years or any of such officer’s or director’s immediate family members, (ii) record or beneficial owner of more than 5% of the Shares as of the date hereof, or (iii) to the Company’s Knowledge, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or any of its Subsidiaries) entered into within the last twelve months and, in each case, that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (a “ Related Party Transaction ”). The Company has provided to Parent copies of each Contract or other relevant documentation (including any amendments or modifications thereto) providing for each Related Party Transaction.

          Section 2.22 In