REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.1

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and

entered into as of May 15, 2007, by and among SunCom Wireless Holdings, Inc., a

Delaware corporation (the "Company"), and the purchasers signatory hereto (each

a "Purchaser" and collectively, the "Purchasers").

This Agreement is made pursuant to that certain Exchange Agreement,

dated as of January 31, 2007, among the Company, SunCom Wireless, Inc. (f/k/a

Triton PCS, Inc.) ("Wireless"), SunCom Wireless Investment Company LLC, a

Delaware limited liability company ("SunCom Investment"), and the Purchasers (as

amended, the "Exchange Agreement"), pursuant to which the Company is delivering

52,028,376 shares of its Class A common stock, par value $0.01 per share

("Common Stock"), to SunCom Investment, which will in turn be exchanged by

SunCom Investment for an aggregate of $341,514,000 principal amount of 9-3/8%

Senior Subordinated Notes due 2011 and $390,106,000 principal amount of 8-3/4%

Senior Subordinated Notes due 2011 of SunCom Wireless, Inc., our indirect

wholly-owned subsidiary, which are currently held by the Purchasers, upon the

terms and subject to the conditions set forth therein.

The Company and the Purchasers hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein

that are defined in the Exchange Agreement shall have the meanings given such

terms in the Exchange Agreement. As used in this Agreement, the following terms

shall have the respective meanings set forth in this Section 1:

"Advice" shall have the meaning set forth in Section 5(a).

"Agreement" shall have the meaning set forth in the Preamble.

"Business Day" shall mean any day except Saturday, Sunday or any

other day on which commercial banks in the Commonwealth of Pennsylvania and/or

the State of New York are authorized by law or other governmental action to

close.

"Commission" means the Securities and Exchange Commission.

"Common Stock" shall have the meaning set forth in the Preamble.

"Company" shall have the meaning set forth in the Preamble.

"Disclosure Package" means, with respect to any offering of

securities, (i) the preliminary prospectus, (ii) each Free Writing Prospectus

and (iii) all other information, in each case, that is deemed under Rule 159

promulgated under the Securities Act to have been conveyed to purchasers of

securities at the time of sale of such securities (including a contract of

sale).

"Effective Date" means the date that the Registration Statement

filed pursuant to Section 2(a) or 2(b) is first declared effective by the

Commission.

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"Effectiveness Date" means (a) with respect to the initial

Registration Statement required to be filed pursuant to Section 2(a), the

earlier of: (a)(i) the 120th day following the Closing Date and (ii) the fifth

Trading Day following the date on which the Company is notified by the

Commission that the initial Registration Statement will not be reviewed or is no

longer subject to further review and comments, and (b) with respect to any

additional Registration Statements that may be required pursuant to Section

2(b), the 120th day following the date on which the Company first knows, or

reasonably should have known, that such additional Registration Statement is

required under such Section; provided, however, that in the event the Company

shall have entered into a definitive agreement with respect to a Sale

Transaction or such Sale Transaction has become "probable" (within the meaning

Regulation S-X) prior to the effectiveness of an initial Registration Statement

pursuant to Section 2(a) and before the Effectiveness Date, the Effectiveness

Date shall be extended by an additional 60 days.

"Effectiveness Period" shall have the meaning set forth in Section

2(a).

"Exchange Act" means the Securities Exchange Act of 1934, as

amended.

"Exchange Agreement" shall have the meaning set forth in the

Preamble.

"Filing Date" means (a) with respect to the initial Registration

Statement required to be filed pursuant to Section 2(a), the 20th day following

the Closing Date, and (b) with respect to any additional Registration Statements

that may be required pursuant to Section 2(b), the 30th day following the date

on which the Company first knows, or reasonably should have known, that such

additional Registration Statement is required under such Section; provided,

however, that in the event the Company shall have entered into a definitive

agreement with respect to a Sale Transaction or such Sale Transaction has become

"probable" (within the meaning Regulation S-X) prior to the filing of an initial

Registration Statement pursuant to Section 2(a) and before the Filing Date, the

Filing Date shall be extended by an additional 60 days.

"Free Writing Prospectus" means any "free writing prospectus" as

defined in Rule 405 promulgated under the Securities Act.

"Indemnified Party" shall have the meaning set forth in Section

5(c).

"Indemnifying Party" shall have the meaning set forth in Section

5(c).

"Losses" shall have the meaning set forth in Section 5(a).

"Proceeding" means an action, claim, suit, investigation or

proceeding (including, without limitation, an investigation or partial

proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" means (i) the prospectus included in a Registration

Statement (including, without limitation, a prospectus that includes any

information previously omitted from a prospectus filed as part of an effective

registration statement in reliance upon Rule 430A promulgated under the

Securities Act) or (ii) a Free Writing Prospectus, as amended or supplemented by

any prospectus supplement, with respect to the terms of the offering of any

portion of the Registrable Securities covered by such Registration Statement,

and all other amendments and supplements to the Prospectus, including

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post-effective amendments, and all material incorporated by reference or deemed

to be incorporated by reference in such Prospectus.

"Purchaser" and "Purchasers" shall have the meaning set forth in the

Preamble.

"Registrable Securities" means as to each Purchaser: (i) the Shares

held by such Purchaser and (ii) any securities issued or issuable upon any stock

split, dividend or other distribution, recapitalization or similar event with

respect to any of the securities referenced in (i) above.

"Registration Statement" means the initial registration statement

required to be filed in accordance with Section 2(a) and any additional

registration statement(s) required to be filed under Section 2(b), including (in

each case) the Prospectus, amendments and supplements to such registration

statements or Prospectus, including pre- and post-effective amendments, all

exhibits thereto, and all material incorporated by reference or deemed to be

incorporated by reference in such registration statements.

"Rule 144" means Rule 144 promulgated by the Commission pursuant to

the Securities Act, as such Rule may be amended from time to time, or any

similar rule or regulation hereafter adopted by the Commission having

substantially the same effect as such Rule.

"Rule 415" means Rule 415 promulgated by the Commission pursuant to

the Securities Act, as such Rule may be amended from time to time, or any

similar rule or regulation hereafter adopted by the Commission having

substantially the same effect as such Rule.

"Rule 424" means Rule 424 promulgated by the Commission pursuant to

the Securities Act, as such Rule may be amended from time to time, or any

similar rule or regulation hereafter adopted by the Commission having

substantially the same effect as such Rule.

"Securities Act" means the Securities Act of 1933, as amended.

"Selling Holder Questionnaire" shall have the meaning set forth in

Section 2(c).

"Shares" means the shares of Common Stock beneficially owned by the

Purchasers, including shares of Common Stock issued or issuable to the

Purchasers pursuant to the Exchange Agreement.

"SunCom Investment" shall have the meaning set forth in the

Preamble.

"Suspension Period" shall have the meaning set forth in Section

6(e)(ii).

"Trading Day" means a day on which the principal national securities

exchange or automated quotation system in the United States on which the

Company's Common Stock is listed or quoted or admitted to trading is open for

the transaction of business or, if the Company's Common Stock is not listed or

quoted or admitted to trading on any national securities exchange or automated

quotation system in the United States, any Business Day.

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"Trading Market" means whichever of the New York Stock Exchange, the

American Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global

Market or The NASDAQ Capital Market, on which the Common Stock is listed or

quoted for trading on the date in question.

2. Registration.

(a) On or prior to the Filing Date, the Company shall prepare and

file with the Commission a Registration Statement covering the resale of all

Registrable Securities. The Registration Statement shall be on Form S-3 (except

if the Company is not then eligible to register for resale the Registrable

Securities on Form S-3, in which case such registration shall be on another

appropriate form for such purpose). The Company shall use its commercially

reasonable efforts to cause the Registration Statement to be declared effective

under the Securities Act no later than the Effectiveness Date, and shall use its

commercially reasonable efforts to keep the Registration Statement continuously

effective under the Securities Act until the date which is the earlier of (i)

three (3) years after the Effective Date, (ii) such time as all of the

Registrable Securities have been publicly sold by the Purchasers, or (iii) such

time as all of the Registrable Securities may be sold pursuant to Rule 144(k)

(the "Effectiveness Period"). The Company will use its commercially reasonable

efforts, consistent with the terms of this Agreement, to remain eligible to use

Form S-3 registration or a similar short-form registration.

(b) If for any reason the Commission does not permit all of the

Registrable Securities to be included in the Registration Statement filed

pursuant to Section 2(a), or for any other reason any Registrable Securities are

not included in a Registration Statement filed under this Agreement, or if the

Registration Statement ceases to be effective before the expiration of the

Effectiveness Period, then the Company shall prepare and file as soon as

possible after the date on which the Commission shall indicate as being the

first date or time that such filing may be made, but in any event by its Filing

Date, an additional Registration Statement covering the resale of all

Registrable Securities not already covered by an existing and effective

Registration Statement for an offering to be made on a continuous basis pursuant

to Rule 415, on Form S-3 (except if the Company is not then eligible to register

for resale the Registrable Securities on Form S-3, in which case such

registration shall be on another appropriate form for such purpose). The Company

shall use its commercially reasonable efforts to cause each such Registration

Statement to be declared effective under the Securities Act as soon as possible

but, in any event, no later than its Effectiveness Date, and shall use its

commercially reasonable efforts to keep such Registration Statement continuously

effective under the Securities Act during its entire Effectiveness Period.

(c) Each Purchaser agrees to furnish to the Company a completed

Questionnaire in the form attached to this Agreement as Annex A (a "Selling

Holder Questionnaire"). The Company shall not be required to include the

Registrable Securities of a Purchaser in a Registration Statement who fails to

furnish to the Company a fully completed Selling Holder Questionnaire at least

six Trading Days prior to the Filing Date (subject to the requirements set forth

in Section 3(a)).

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3. Registration Procedures

In connection with the Company's registration obligations hereunder,

the Company shall:

(a) Not less than five Trading Days prior to the filing of a

Registration Statement or any related Prospectus or any amendment or supplement

thereto furnish to the Purchasers and Purchasers' counsels copies of such

documents as proposed to be filed, which documents will be subject to the review

of the Purchasers, except for any amendment or supplement or document (a copy of

which has been previously furnished to the Purchasers) which counsel to the

Company shall advise the Company is required to be filed sooner in order to

comply with applicable law, rules and regulations.

(b) (i) Subject to Section 6(e), prepare and file with the

Commission such amendments, including post-effective amendments, to each

Registration Statement and the Prospectus used in connection therewith as may be

necessary to keep such Registration Statement continuously effective as to the

applicable Registrable Securities for the Effectiveness Period and prepare and

file with the Commission such additional Registration Statements in order to

register for resale under the Securities Act all of the Registrable Securities;

(ii) cause the related Prospectus to be amended or supplemented by any required

Prospectus supplement, and as so supplemented or amended to be filed pursuant to

Rule 424; (iii) respond reasonably promptly to any comments received from the

Commission with respect to each Registration Statement or any amendment thereto

and, as promptly as reasonably possible provide the Purchasers true and complete

copies of all correspondence from and to the Commission relating to such

Registration Statement that would not result in the disclosure to the Purchasers

of material and non-public information concerning the Company; and (iv) comply

in all material respects with the provisions of the Securities Act and the

Exchange Act with respect to the Registration Statements and the disposition of

all Registrable Securities covered by each Registration Statement. Additionally,

upon the written request of the holders of at least 15% of the Registrable

Securities held by the Purchasers, the Company shall file such amendments,

including post-effective amendments, to each Registration Statement, or file

such Prospecuts supplements as are required to permit an underwritten offering

of the Registrable Securities. Such underwritten offering shall be on reasonable

and customary terms to be agreed to by the Purchasers and the Company; provided,

that the Purchasers shall have the right to select the underwriters for such

offering, subject to the agreement of the Company, not to be unreasonably

withheld, delayed or conditioned.

(c) Notify the Purchasers as promptly as reasonably possible (and,

in the case of (i)(A) below, not less than three Trading Days prior to such

filing): (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed; (B) when the

Commission notifies the Company whether there will be a "review" of such

Registration Statement and whenever the Commission comments in writing on such

Registration Statement (the Company shall provide true and complete copies

thereof and all written responses thereto to the Purchasers that would not

result in the disclosure to the Purchasers of material and non-public

information concerning the Company, unless the Purchasers are willing to enter

into a confidentiality agreement covering such non-public information); and (C)

with respect to each Registration Statement or any post-effective amendment,

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when the same has become effective; (ii) of any request by the Commission or any

other Federal or state governmental authority for amendments or supplements to a

Registration Statement or Prospectus or for additional information; (iii) of the

issuance by the Commission of any stop order suspending the effectiveness of a

Registration Statement covering any or all of the Registrable Securities or the

initiation of any Proceedings for that purpose; (iv) of the receipt by the

Company of any notification with respect to the suspension of the qualification

or exemption from qualification of any of the Registrable Securities for sale in

any jurisdiction, or the initiation or threatening of any Proceeding for such

purpose; (v) of the occurrence of any event or passage of time that makes the

financial statements included in a Registration Statement ineligible for

inclusion therein or any statement made in such Registration Statement or

Prospectus or any document incorporated or deemed to be incorporated therein by

reference untrue in any material respect or that requires any revisions to such

Registration Statement, Prospectus or other documents so that, in the case of

such Registration Statement or the Prospectus, as the case may be, it will not

contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading; and

(vi) of the existence of any fact or the happening of any event, during the

Effectiveness Period, that makes any statement of a material fact made in the

Registration Statement, the Prospectus, any amendment or supplement thereto,

untrue, or that requires the making of additions to or changes in the

Registration Statement or the Prospectus in order to make the statements therein

not misleading.

(d) Use its commercially reasonable efforts to avoid the issuance

of, or, if issued, obtain the withdrawal of, (i) any order suspending the

effectiveness of a Registration Statement, or (ii) any suspension of the

qualification (or exemption from qualification) of any of the Registrable

Securities for sale in any jurisdiction.

(e) Upon written request, furnish to each of the Purchasers,

without charge, at least one conformed copy of each Registration Statement and

each amendment thereto and all exhibits promptly after the filing of such

documents with the Commission.

(f) Promptly deliver to each of the Purchasers, without charge, as

many copies of each Prospectus or Prospectuses (including each form of

prospectus) and each amendment or supplement thereto as the Purchasers may

reasonably request. The Company hereby consents to the use of such Prospectus

and each amendment or supplement thereto by the Purchasers in connection with

the offering and sale of the Registrable Securities covered by such Prospectus

and any amendment or supplement thereto.

(g) Prior to any public offering of Registrable Securities, use

its commercially reasonable efforts to register or qualify or cooperate with the

Purchasers in connection with the registration or qualification (or exemption

from such registration or qualification) of such Registrable Securities for

offer and sale under the securities or Blue Sky laws of all jurisdictions within

the United States reasonably requested by a Purchaser proposing to sell

securities in such jurisdiction, to keep each such registration or qualification

(or exemption therefrom) effective during the Effectiveness Period and to do any

and all other acts or things necessary or advisable to enable the disposition in

such jurisdictions of the Registrable Securities covered by the Registration

Statements; provided, that the Company shall not be required to (i) qualify

generally to do business in any jurisdiction where it is not then so qualified

or subject the Company to any material tax in any such jurisdiction where it is

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not then so subject or (ii) file a general consent to service of process in any

such jurisdiction, except in such jurisdictions where the Company is already

subject to service of process.

(h) Cooperate with the Purchasers to facilitate the timely

preparation and delivery of certificates representing Registrable Securities to

be delivered to a transferee pursuant to the Registration Statements, which

certificates shall be free, to the extent permitted by the Exchange Agreement,

of all restrictive legends, and to enable such Registrable Securities to be in

such denominations and registered in such names as the Purchasers may request.

(i) Upon the occurrence of any event contemplated by Section

3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment,

including a post-effective amendment, to the affected Registration Statements or

a supplement to the related Prospectus or any document incorporated or deemed to

be incorporated therein by reference, and file any other required document so

that, as thereafter delivered, no Registration Statement nor any Prospectus will

contain an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein, in

light of the circumstances under which they were made, not misleading.

(j) If requested by the Purchasers, the Company shall cause the

appropriate officers of the Company to (i) prepare and make presentations at any

"road shows" and before analysts and rating agencies, as the case may be, (ii)

take other reasonable actions to obtain ratings for any Registrable Securities

and (iii) otherwise use their reasonable efforts to cooperate as requested by

the underwriters in the offering, marketing or selling of the Registrable

Securities.

(k) The Company shall cause to be furnished to each Purchaser and

to each such underwriter, if any, a signed counterpart, addressed to such

Purchaser or underwriter, of (i) an opinion or opinions of counsel to the

Company and (ii) a comfort letter or comfort letters from the Company's

independent public accountants, each in customary form and covering such matters

of the kind customarily covered by opinions or comfort letters, as the case may

be, as a majority of such Purchasers or the managing underwriter therefor

reasonably requests.

4. Registration Expenses. All fees and expenses incident to the

performance of or compliance with this Agreement by the Company shall be borne

by the Company whether or not any Registrable Securities are sold pursuant to a

Registration Statement. The fees and expenses referred to in the foregoing

sentence (the "Registration Expenses") shall include, without limitation, (i)

all registration and filing fees (including, without limitation, fees and

expenses (A) with respect to filings required to be made with any Trading Market

on which the Common Stock is then listed for trading, and (B) in compliance with

applicable state securities or Blue Sky laws, including reasonable fees and

disbursements of counsel in connection with Blue Sky qualifications of the

securities registered), (ii) fees and disbursements of counsel for the Company,

(iii) fees and expenses of all other Persons retained by the Company in

connection with the consummation of the transactions contemplated by this

Agreement, including and fees and expenses for independent certified public

accountants retained by the Company (including the expenses relating to any

comfort letters or costs associated with the delivery by independent certified

public accountants of any comfort letters requested pursuant to Section 3(k)),

(iv) expenses in connection with the preparation, printing, mailing and delivery

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of any registration statements, prospectuses and other documents in connection

therewith and any amendments or supplements thereto, (v) security engraving and

printing expenses, (vi) fees and expenses of any special experts retained by the

Company in connection with such registration, (vii) reasonable fees and expenses

of one counsel for all of the Purchasers participating in the offering selected

by the Purchasers, (viii) fees and expenses in connection with any review by the

NASD of any underwriting arrangements or other terms of the offering, and all

reasonable fees and expenses of any "qualified independent underwriter,"

including the fees and expenses of any counsel thereto, (ix) reasonable fees and

disbursements of underwriters customarily paid by issuers or sellers of

securities, but excluding any underwriting fees, discounts and commissions

attributable to the sale of Registrable Securities, (x) costs of printing and

producing any agreements among underwriters, underwriting agreements, any "blue

sky" or legal investment memoranda and any selling agreements and other

documents in connection with the offering, sale or delivery of the Registrable

Securities, (xi) transfer agents' and registrars' fees and expenses and the fees

and expenses of any other agent or trustee appointed in connection with such

offering, (xii) reasonable expenses relating to any analyst or investor

presentations or any "road shows" undertaken in connection with the

registration, marketing or selling of the Registrable Securities, and (xiii)

fees and expenses payable in connection with any ratings of the Registrable

Sec