Exhibit 2.3
IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE
AGREEMENT
September 17, 2007
Reference is hereby made to
(1) that certain Exchange Agreement, dated as of
January 31, 2007, as amended (the ‘Exchange
Agreement”), by and among the Consenting Noteholders (as
defined therein), SunCom Wireless Holdings, Inc., a Delaware
Corporation (the “Company”), and certain of its
Subsidiaries and (2) that certain Agreement and Plan of
Merger, entered into on September 16, 2007 (the “Merger
Agreement”), by and among Company, T-Mobile USA, Inc., a
Delaware corporation (“Parent”), and Tango Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Parent.
If the Merger contemplated by the Merger Agreement is completed,
among other things, the company will become a wholly-owned
subsidiary of Parent, and each outstanding share of common stock of
the Company will be converted into the right to receive $27 per
share, in cash, and the former holders of such shares will have no
continuing equity interest in the Company.
The undersigned hereby irrevocably
waives any right it might have under Section 9.1 of the
Exchange Agreement to designate from and after the Effective Time
(should it occur) any person for election to, or to fill any
vacancy arising at or after the Effective Time (should it occur)
on, the Company’s Board of Directors. The foregoing waiver
shall have no effect if the Merger Agreement is terminated in
accordance with its terms prior to the Effective Time, but
otherwise shall be irrevocable.
Date:
9/17/2007
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PARDUS SPECIAL OPPORTUNITIES
MASTER
FUND L.P.
By: Pardus Capital Management L.P.,
Its Investment
Manager
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By: |
/s/ James Thornton |
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Name: |
James Thornton |
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Title: |
Authorized Officer |
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IRREVOCABLE WAIVER OF RIGHTS UNDER EXCHANGE
AGREEMENT
September 17, 2007
Reference is hereby made to
(1) that certain Exchange Agreement, dated as of
January 31, 2007, as amended (the ‘Exchange
Agreement”), by and among the consenting Noteholders (as
defined therein), SunCom Wireless Holdings, Inc., a Delaware
Corporation (the “Company”), and certain of its
Subsidiaries and (2) that certain Agreement and Plan of
Merger, entered into on September 16, 2007 (the “Merger
Agreement”), by and among Company, T-Mobile USA, Inc., a
Delaware corporation (“Parent”), and Tango Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of parent.
If the Merger contemplated by the Merger Agreement is completed,
among other things, the company will become a wholly-owned
subsidiary of parent, and each outstanding share of common stock of
the company will be converted into the right to receive $27 per
share, in cash, and the former holders of such shares will have no
continuing equity interest in the Company.
The undersigned hereby irrevocably
waives any right it might have under Section 9.1 of the
Exchange Agreement to designate from and after the Effective Time
(should it occur) any perso
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