SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

SCHEDULE 13D
(Rule 13d 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d 2(a)

(Amendment No. )*

SunCom Wireless Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

86722Q108

(CUSIP Number)

Dennis Crilly
DiMaio Ahmad Capital LLC
245 Park Ave
New York, NY 10167
Tel: 212-328-7900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 15, 2007

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d 1(e), 13d 1(f) or 13d 1(g), check the following box ¨

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d 7 for other parties to whom copies are to be sent.

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 86722Q108                                         SCHEDULE 13D                                     Page 2 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		Lispenard Street Credit (Master), Ltd.
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)¨	¨
			(b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
	7.	SOLE VOTING POWER
		-0-
NUMBER OF	8.	SHARED VOTING POWER
SHARES
BENEFICIALLY		5,591,760 – See Item 5
OWNED BY
EACH	9.	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON WITH
	10.	SHARED DISPOSITIVE POWER
		5,591,760 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                        ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		IV

CUSIP No. 86722Q108                                         SCHEDULE 13D                               Page 3 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		Pond View Credit (Master), L.P.
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨
			(b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		Caymans Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		-0-
	8.	SHARED VOTING POWER
		901,938 – See Item 5
	9.	SOLE DISPOSITIVE POWER
		-0-
	10.	SHARED DISPOSITIVE POWER
		901,938 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                         ¨
				¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		PN

CUSIP No. 86722Q108                                              SCHEDULE 13D                                              Page 4 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		DiMaio Ahmad Capital LLC
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨
			(b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		-0-
	8.	SHARED VOTING POWER
		6,493,698 – See Item 5
	9.	SOLE DISPOSITIVE POWER
		-0-
	10.	SHARED DISPOSITIVE POWER
		6,493,698 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                       ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		IA/OO

CUSIP No. 86722Q108                                         SCHEDULE 13D                                                Page 5 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		DiMaio Ahmad Management LLC
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨
			(b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		-0-
	8.	SHARED VOTING POWER
		6,493,698 – See Item 5
	9.	SOLE DISPOSITIVE POWER
		-0-
	10.	SHARED DISPOSITIVE POWER
		6,493,698 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                     ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		OO

CUSIP No. 86722Q108                                  SCHEDULE 13D                                      Page 6 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		Jack DiMaio
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨
			(b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		U.S.
	7.	SOLE VOTING POWER
		-0-
NUMBER OF	8.	SHARED VOTING POWER
SHARES
BENEFICIALLY		6,493,698 – See Item 5
OWNED BY
EACH	9.	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON WITH
	10.	SHARED DISPOSITIVE POWER
		6,493,698 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                                   ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		IN

CUSIP No. 86722Q108                                      SCHEDULE 13D                                                 Page 7 of 14 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
		Nasser Ahmad
2.	CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨
			(b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS*
		AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
		U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		-0-
	8.	SHARED VOTING POWER
		6,493,698 – See Item 5
	9.	SOLE DISPOSITIVE POWER
		-0-
	10.	SHARED DISPOSITIVE POWER
		6,493,698 – See Item 5
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		6,493,698 – See Item 5
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                                                  &# 168;
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.96% – See Item 5
14.	TYPE OF REPORTING PERSON*
		IN

Page 7 of 14

SCHEDULE 13D

Item 1. Security and Issuer.

     This statement on Schedule 13D relates to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of SunCom Wireless Holdings, Inc., a Pennsylvania corporation (“Holdings” or the “Issuer”). The principal executive offices of the Issuer are located at 1100 Cassatt Road, Berwyn, PA 19312.

     The information set forth in the Exhibits to this Schedule 13D is hereby expressly incorporated herein by reference, and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits.

Item 2. Identity and Background

     (a) This statement is filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) Lispenard Street Credit (Master), Ltd, a Cayman Islands corporation (“Lispenard”); (ii) Pond View Credit (Master), L.P., a Cayman Islands limited partnership (“Pond View”); (iii) DiMaio Ahmad Capital LLC, a Delaware limited liability company (“DA Capital”); (iv) DiMaio Ahmad Management LLC, a Delaware limited liability company (“DA Management”); (v) Jack DiMiao, and (vi) Nasser Ahmad. The directors and executive officers of Lispenard are named on Schedule A hereto. The general partner of Pond View is Pond View Holdings LLC (“Pond View Holdings”), a Delaware limited liability company. The managing member of Pond View Holdings is Pond View Partners LLC (“Pond View Partners”), a Delaware limited liability company. The managing members of Pond View Partner s are Jack DiMaio and Nasser Ahmad.

     Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement, except to the extent of its or his pecuniary interest in such securities.

     The Reporting Persons expressly disclaim membership in a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act.

     (b) The address of the principal business office of each of the Reporting Persons is c/o DiMaio Ahmad Capital LLC, 245 Park Ave, New York, NY 10167.

     (c) The principal business of Lispenard and Pond View is to act as an investment vehicle. The principal business of DA Capital, a registered investment adviser, is acting as investment adviser and/or manager to other persons, including Lispenard and Pond View. DA Capital may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of other persons, including Lispenard and Pond View. The principal business of DA Management is serving as the managing member of DA Capital. DA Management may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of DA Capital. The principal business of Mr. DiMaio is serving as the managing member of DA Management and a managing partner of DA Capital. Mr. DiMaio may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of DA Capital and/or DA Management. The pr incipal business of Mr. Ahmad is serving as the managing member of DA Management and a managing partner of DA Capital. Mr. Ahmad may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of DA Capital and/or DA Management. The principal business of Pond View Holdings LLC is serving as the general partner of Pond View. The principal business of Pond View Partners is serving as the managing member of Pond View Holdings.

     (d) and (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, or the directors or executive officers of Lispenard, has been convicted in a criminal proceeding or was a party to a civil proceeding, in either case of the type specified in Item 2(d) or (e) of Schedule 13D.

      (f) Messrs. DiMaio and Ahmad are citizens of the U.S.A.

                                                                                                            Page 8 of 14

Item 3. Source and Amount of Funds or Other Consideration.

     The Reporting Persons have acquired an aggregate of 6,493,698 shares of Common Stock (the “Shares”), which are reported herein, through the exchange of senior subordinated debt of SunCom Wireless, Inc. (f/k/a Triton PCS, Inc.) (“Wireless”), an indirect subsidiary of the Issuer, in the aggregate principal amount of $91,314,000 beneficially owned by Lispenard and Pond View.

Item 4. Purpose of Transaction.

     The Reporting Persons acquired the Shares pursuant to an exchange transaction whereby the Issuer contributed Common Stock to its direct subsidiary and the direct parent of Wireless, SunCom Wireless Investment Company LLC (“Investco”), and Investco delivered the Shares to the Reporting Persons in exchange for all of the 9-3/8% Senior Subordinated Notes due 2011 and the 8 3/4 Senior Subordinated Notes due 2011 (collectively, the “Wireless Notes”) beneficially owned by the Reporting Persons, as part of a recapitalization by the Issuer (the “Recapitalization”).

       The Reporting Persons originally acquired Wireless Notes for investment purposes.

     On January 31, 2007, DA Capital on behalf of Lispenard and Pond View (collectively, the “DA Capital Entities”), the Issuer and certain other unrelated parties listed on the signature pages thereto entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which, among other things, the parties agreed to effect the Recapitalization. Pursuant to the Exchange Agreement, the parties thereto, including holders of approximately 98.3% of the outstanding Wireless Notes (the “Noteholders”), implemented the Recapitalization through an equity-for-debt exchange (the “Exchange”) with a final exchange ratio of 71.114 shares of Company Class A Stock (after giving effect to the Merger (as defined herein)), for each $1,000 principal amount of Wireless Notes exchanged by the participating Noteholders, including the DA Capital Entities. Based on the DA Capital Entities’ ownership of the Wireless Notes immediately prior to the closing of the Exchange, the DA Capital Entities received approximately 6,493,698 shares of Common Stock in the Exchange, which amount reflects the conversion contemplated by the Merger described herein.

     To effect the Exchange, the Issuer contributed shares of Common Stock to Investco and Investco delivered such Common Stock to the DA Capital Entities and other consenting Noteholders in exchange for their Wireless Notes in accordance with the exchange ratio and the provisions of the Exchange Agreement. In addition, the holders of its Common Stock at a specially called meeting on April 20, 2007 (the “Special Meeting”) approved (i) the Exchange and (ii) the Agreement and Plan of Merger (the “Merger Agreement”), between the Issuer and SunCom Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into concurrently with the execution of the Exchange Agreement pursuant to which, immediately prior to the Exchange, Merger Sub was merged with and into the Issuer (the “Merger”) for the purpose of (x) effecting the conversion of each outstanding share of common stock of the Issuer into 0.1 share of Common Stock, (y) effecting certain amendments to the certificate of incorporation of the Company and (z) granting certain additional rights to the holders of Common Stock of the Company immediately prior to the Merger, as more fully described in the Exchange Agreement.

     Pursuant to the Exchange Agreement, the DA Capital Entities supported and implemented the Recapitalization. Contemporaneously with the consummation of the Exchange, the size of the board of directors of the Company (the “Board of Directors”) was increased to ten and the Board was reconstituted with two of the existing members continuing to serve on the Board, two of the ten members being appointed by the DA Capital Entities and the remaining six of the ten members being appointed by certain other Noteholders who were parties to the Exchange Agreement. One member of the reconstituted Board appointed by the DA Capital Entities is James Volk and the other is yet to be appointed. A copy of the Exchange Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

     As a condition to the DA Capital Entities’ participation in the Exchange, the DA Capital Entities and other holders of the Notes have executed “exit consents” that became effective upon the consummation of the Exchange and that remove substantially all of the restrictive covenants from the Wireless Notes remaining after the Exchange. Certain restrictive covenants that may not be amended without the consent of each holder of the Wireless Notes affected, such as those relating to the payment of principal and accrued interest on the Wireless Notes, have not been modified by these exit consents.

Page 9 of 14

     In connection with the Exchange and as an inducement for the DA Capital Entities and certain other Noteholders to enter into the Exchange Agreement, the DA Capital Entities, certain holders of Common Stock of the Issuer (the “Lock-up Stockholders”) and certain other Noteholders entered into a Lock-up and Voting Agreement simultaneously with the execution of the Exchange Agreement on January 31, 2007 (the “Lock-up Agreement”). Pursuant to the Lock-up Agreement, the Lock-up Stockholders agreed to vote their shares of Common Stock in favor of the Recapitalization, the Exchange Agreement and the Merger until the earliest to occur of (i) the closing of the transactions contemplated by the Exchange Agreement; (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) the written agreement of the Noteholders that are signatories to the Lock-up Agreement to terminate the Lock-up Agreement, and (iv) May 31, 2007. At the Special Meeting and consistent with the Lock-up Agreement, the Lock-up Stockholders voted their shares in favor of the Recapitalization, the Exchange Agreement and the Merger. In addition to the voting agreement, the Lock-up Stockholders agreed to not, directly or indirectly, (i) support, solicit, seek, formulate or encourage any plan that would compete with the Recapitalization, (ii) object, oppose or take any action that may hinder or impair or that is inconsistent with the Recapitalization and (iii) transfer the Lock-up Stockholders’ shares of Common Stock unless certain restrictions, including that any transferee would agree in writing to be bound by the terms and conditions of the Lock-up Agreement, are met. As a result of the closing of the transactions contemplated by the Exchange Agreement on May 15, 2007, the Lock-up Agreement is no longer effective. A copy of the Lock-up Agreement is attached hereto as Exhibit 2 and incorporated herein by reference.

     In addition, on May 15, 2007, the DA Capital Entities, the Company and the purchasers listed on the signature page thereto entered into a Registration Rights Agreement pursuant to which, among other things, the Company granted certain registration rights to the DA Capital Entities and such purchasers in connection with the shares of Class A Stock issued to the DA Capital Entities and such purchasers in the Exchange. Specifically, the Company has agreed to put in place a “shelf” registration statement covering such Class A Stock and to keep such shelf registration statement in effect until the earlier of three years following the Exchange or the date upon which all securities received by the participating holders of the Wireless Notes in the Exchange may be resold without restriction under Rule 144(K) promulgated under the Securities Act of 1933, as amended. Additionally, the holders of at least 15% of the Class A Stock received by the holders of the Wireless Notes in the Exchange may require the Company to amend the shelf registration statement or to file a prospectus supplement and certain other actions necessary to permit an underwritten offering of the Class A Stock held by such holders. A copy of the Registration Rights Agreement is attached hereto as Exhibit 3 and incorporated herein by reference.

     The Reporting Persons continue to review the DA Capital Entities’ investment in the Issuer. Certain of the Reporting Persons have in the past and may continue in the future to engage in discussions with management, the Board of Directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board of Directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, certain of, or all of, the Reporting Persons may in the future take such actions with respect to the DA Capital Entities’ investment in the Company as they deem appropriate includin g, without limitation, purchasing additional shares of Common Stock or selling some or all of the Shares held by some, or all, of the DA Capital Entities, engaging in short selling of or any hedging or similar transactions with respect to the Shares, seeking to influence the management or strategic direction of the Company and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) As of May 15, 2007, (i) Lispenard may be deemed to beneficially own 5,591,760 shares of Common Stock, which represents approximately 9.44% ¹ of the outstanding Common Stock; (ii) Pond View may be deemed to beneficially own 901,938 shares of Common Stock, which represents approximately 1.52% ¹ of the outstanding Common Stock; (iii) DA Capital may be deemed to beneficially own 6,493,698 shares of Common Stock, which represents approximately 10.96% ¹ of the outstanding Common Stock; (iv) DA Management may be deemed to beneficially own 6,493,698 shares of Common Stock, which represents approximately 10.96% ¹ of the outstanding Common Stock; (v) Mr. DiMaio may be deemed to beneficially own 6,493,698 shares of Common Stock, which represents approximately 10.96% ¹ of the outstanding Common Stock and (vi) Mr. Ahmad may be deemed to beneficially own 6,493,698 shares of Common Stock, which represents approximately 10.96% ¹ of the outstanding Common Stock.

Page 10 of 14

     (1) This calculation is based on 59,221,898 shares of the Issuer’s Common Stock outstanding as of May 15, 2007, according to information received from the Issuer, as a result of the Exchange.

(b)
	Sole	Shared	Sole	Shared
	Voting Power	Voting Power	Dispositive Power	Dispositive Power
Lispenard Street Credit (Master),	0	5,591,760	0	5,591,760
Ltd
Pond View Credit (Master), L.P.	0	901,938	0	901,938
DiMaio Ahmad Capital LLC	0	6,493,698	0	6,493,698
DiMaio Ahmad Management LLC	0	6,493,698	0	6,493,698
Jack DiMaio	0	6,493,698	0	6,493,698
Nasser Ahmad	0	6,493,698	0	6,493,698

(c)        Except as described above, there have been no transactions in the Common Stock by any of the Reporting Persons during the past sixty days.

(d)	Not applicable.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     On January 31, 2007, Lispenard and Pond View entered into the Exchange Agreement, a copy of which is attached hereto as Exhibit 1.

     On January 31, 2007, Lispenard and Pond View entered into the Lock-up Agreement, a copy of which is attached hereto as Exhibit 2.

     On May 15, 2007, Lispenard, Pond View, the Company and the purchasers listed on the signature page thereto entered into a Registration Rights Agreement pursuant to which, among other things, the Company granted certain registration rights to Lispenard, Pond View and such purchasers in connection with the shares of Class A Stock issued to Lispenard, Pond View and such purchasers in the Exchange, as more fully described under Item 4 of this Schedule 13D Statement. A copy of the Registration Rights Agreement is attached hereto as Exhibit 3 and incorporated herein by reference.

     Other than as provided herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons or any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Exchange Agreement, dated as of January 31, 2007, by and among the Consenting Noteholders (as defined therein), SunCom Wireless Holdings, Inc., SunCom Wireless, Inc., and SunCom Wireless Investment Company LLC

Exhibit 2: Lock-up and Voting Agreement, dated as of January 31, 2007, by and among the Identified Bondholders (as defined therein) and the Stockholders (as defined therein)

Page 11 of 14

Exhibit 3: Registration Rights Agreement, dated as of May 15, 2007, among the Company and the purchasers listed on the signature page thereto.

Exhibit 4: Joint Filing Agreement, by and among the Reporting Persons, dated May 25, 2007.

Page 12 of 14

SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 25, 2007

Lispenard Street Credit (Master), Ltd.

By: DiMaio Ahmad Capital LLC, its investment manager

By: /s/ W. Weley Higgins   
Name: W. Wesley Higgins
Title: Chief Operating Officer

Pond View Credit (Master), L.P.

By: DiMaio Ahmad Capital LLC, its investment manager

By:  /s/ W. Weley Higgins   
Name: W. Wesley Higgins
Title: Chief Operating Officer

DiMaio Ahmad Capital LLC

By: DiMaio Ahmad Management LLC, its managing member

By: /s/Jack DiMaio   
Name: Jack DiMaio
Title: Authorized Person

DiMiao Ahmad Management LLC

By: /s/Jack DiMaio   
Name: Jack DiMaio
Title :Authorized Person

Jack DiMaio

/s/Jack DiMaio    

Nasser Ahmad

/s/Nasser Ahmad     

Page 13 of 14

EXECUTIVE OFFICERS AND DIRECTORS
OF
LISPENARD STREET CREDIT (MASTER), LTD.

     The names of the Directors and the names and titles of the Executive Officers of Lispenard Street Credit (Master), Ltd. (“Lispenard”) and their principal occupations are set forth below. The business address of each of the Directors or Executive Officers is as set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Item 2(d) or (e) of Schedule 13D.

Name	Present Principal	Business Address	Citizenship
	Occupation or Employment
	and Business Address (if
	applicable)
W. Wesley Higgins	Chief Operating Officer,	c/o DiMaio Ahmad	U.S.
	DiMaio Ahmad Capital	Capital LLC, 245 Park
	LLC	Ave, New York, NY
		10167
Stuart T. Brankin	Director, Aston Corporate	Aston Corporate	U.K.
	Management	Managers, The Charles
		Building, PO Box 1981
		GT, Grand Cayman,
		Cayman Islands, BWI
Desmond Campbell	Director, Aston Corporate	Aston Corporate	U.K.
	Management	Managers, The Charles
		Building, PO Box 1981
		GT, Grand Cayman,
		Cayman Islands, BWI

Page 14 of 14

EX-1

Exhibit 1

EXCHANGE AGREEMENT

     This Exchange Agreement (the “Agreement”), dated as of January 31, 2007, is made by and among:

(a)	The undersigned holders (each, a “Consenting Noteholder” and collectively the “Consenting Noteholders”) of certain 9-3/8% Senior Subordinated Notes due 2011 (the “9-3/8% Notes”) and/or 8-3/4% Senior Subordinated Notes due 2011 (the “8-3/4% Notes” and together with the 9-3/8% Notes, the “Notes”), in each case issued by SunCom Wireless, Inc. (f/k/a Triton PCS, Inc.) (“Wireless”); and
(b)	SunCom Wireless Holdings, Inc. (“Holdings”), the indirect parent of Wireless, Wireless and SunCom Wireless Investment Company LLC (“Investco”), the direct subsidiary of Holdings and direct parent of Wireless (each of the foregoing, together with the Consenting Noteholders, a “Party”, and collectively, the “Parties”).

RECITALS

     WHEREAS, Holdings, through its subsidiaries, is a leading provider of wireless communications services in the southeastern United States and in certain territories of the United States;

     WHEREAS, Investco, upon consultation with Holdings, has determined to effect a recapitalization concerning or impacting, inter alia, the Notes in accordance with the terms of this Agreement (the “Recapitalization”);

     WHEREAS, the Parties intend to implement the Recapitalization through an equity-for-debt exchange (the “Exchange”) and consent to amendment of the indentures governing the Notes (the “Amendments”);

     WHEREAS, to effect the Exchange, Holdings shall contribute shares of its Class A common stock, $.01 par value (the “Class A Stock”) to Investco, and Investco shall deliver such Class A Stock to the Consenting Noteholders in exchange for their Relevant Interests;

     WHEREAS, Holdings shall submit the Exchange and the Merger Agreement (as defined herein) to the vote of the holders of its Class A Stock for approval (the “Shareholder Vote”);

     WHEREAS, certain of the holders of the Notes and Holdings, Investco and Wireless have engaged in good faith negotiations with the objective of reaching an agreement with regard to restructuring the outstanding indebtedness and liabilities of, and equity interests in, Holdings and its subsidiaries in accordance with the terms set forth in this Agreement;

     WHEREAS, each of the Parties has reviewed, or has had the opportunity to review, this Agreement with the assistance of professional legal and financial advisors of its own choosing;

     WHEREAS, concurrently with the execution and delivery of this Agreement, Holdings and SunCom Merger Corp., a wholly-owned subsidiary of Holdings (“Merger Sub”), have

entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, immediately prior to the Exchange, Merger Sub will be merged with and into Holdings (the “Merger”) for the purpose of (i) effecting the conversion of each outstanding share of Class A Stock into 0.1 share of Class A Stock, (ii) effecting certain amendments to the certificate of incorporation of Holdings and (iii) granting certain additional rights to the holders of Class A Stock of Holdings immediately prior to the Merger;

     WHEREAS, each Consenting Noteholder desires to agree to support and implement the Recapitalization and, to the extent it owns any Class A Stock, to vote to adopt the Merger Agreement and to vote to approve the Exchange, and Holdings and Investco desire to obtain the commitment of the Consenting Noteholders to take such action, in each case subject to the terms and conditions set forth herein; and

     WHEREAS, concurrently with the execution and delivery of this Agreement, certain holders of the Class A Stock, following the conversion of shares of Class B common stock, par value $0.01 per share, of Holdings (“Class B Stock”), held by certain of such holders to Class A Stock, have executed a Voting and Lock-up Agreement with certain of the Consenting Noteholders whereby such holders of Class A Stock have agreed, among other things, to vote to adopt the Merger Agreement, to vote to approve the Exchange, and to otherwise support and implement the Recapitalization.

     NOW, THEREFORE, in consideration of the foregoing and the promises, mutual covenants and agreements set forth herein and for other good and valuable consideration, the Parties agree as follows:

Section 1. Certain Definitions.

      For purposes of this Agreement, the term:

     “Acquisition Proposal” shall mean any proposal, offer or inquiry from a third party for or with respect to the acquisition, directly or indirectly, of beneficial ownership (as defined under Rule 13(d) of the Exchange Act) of assets, securities or ownership interests of or in Holdings, Wireless or Investco or any of their subsidiaries representing 50% or more of the consolidated assets of Holdings and its subsidiaries taken as a whole, or of an equity interest representing a 50% or greater economic interest in Holdings and its subsidiaries taken as whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, share exchange, liquidation, dissolution, recapitalization, tender offer, exchange offer or similar transaction with respect to Holdings, Investco, Wireless or any of their subsidiaries, including without limitation, a S ale Transaction.

     “Action” shall mean any action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, arbitration, audit or investigation by or before any Governmental Entity or any other Person.

    “Agreement” shall have the meaning ascribed thereto in the Preamble.

    “Amendments” shall have the meaning ascribed thereto in the Recitals.

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      “Assets” shall mean, with respect to any Person, any land, buildings, improvements, leasehold improvements, Fixtures and Equipment and any other assets, real or personal, tangible or intangible, owned or leased by such Person or any of its subsidiaries.

     “Beneficial Owner” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

     “Board” means the board of directors of Holdings.

     “Break-Up Fee” shall have the meaning ascribed thereto in Section 11.2(b) .

     “Chase Release Parties” shall have the meaning ascribed thereto in Section 8.2(d) .

     “Class A Stock” shall have the meaning ascribed thereto in the Recitals.

     “Class B Stock” shall have the meaning ascribed thereto in the Recitals.

      “Closing” shall have the meaning ascribed thereto in Section 2.2(a) .

      “Closing Date” means the date the Closing occurs.

      “Common Stock” shall mean the Class A Stock and the Class B Stock together.

      “Company SEC Reports” shall have the meaning ascribed thereto in Section 5(b)(i). 

      “Consenting Noteholder” shall have the meaning ascribed thereto in the Preamble.

      “Continuing Directors” shall have the meaning ascribed thereto in Section 9.1.

       “Designated Defaults” shall mean any default arising from failure to perform or comply with Sections 4.01, 4.04, 4.05, 4.06, 4.14, 4.15, 4.16, 4.17, 4.18, 4.20 and 5.01 of the Indenture, dated as of January 19, 2001, as supplemented by the Supplemental Indenture, dated as of November 18, 2004 and the Second Supplemental Indenture, dated as of January 27, 2005 and of the Indenture, dated as of November 14, 2001, as supplemented by the Supplemental Indenture, dated as of November 18, 2004 and the Supplemental Indenture, dated as of January 27, 2005.

      “D&O Insurance” shall have the meaning ascribed thereto in Section 8.2(b) .

      “8-3/4% Notes” shall have the meaning ascribed thereto in the Preamble.

      “Exchange” shall have the meaning ascribed thereto in the Recitals.

      “Exchange Act” shall have the meaning ascribed thereto in Section 5(b)(i).

      “Exchange Consideration” shall have the meaning ascribed thereto in Section 2.1.

      “Expenses” shall have the meaning ascribed thereto in Section 11.2(a) .

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     “FCC Approval” shall have the meaning ascribed thereto in Section 8.5(b) .

     “Fixtures and Equipment” shall mean, with respect to any Person, all of the furniture, fixtures, furnishings, machinery and equipment owned or leased by such Person and located in, at or upon the Assets of such Person.

     “GAAP” shall have the meaning ascribed thereto in Section 5(b)(ii).

     “Governmental Entities” shall mean all courts, regulatory or administrative agencies, commissions or other governmental authorities, bodies or instrumentalities with jurisdiction, including for the avoidance of doubt any self regulatory organizations.

     “Holdings” shall have the meaning ascribed thereto in the Preamble.

     “HSR Act” shall have the meaning ascribed thereto in Section 6.2.

     “Indemnitees” shall have the meaning ascribed thereto in Section 8.2(a) .

     “Investco” shall have the meaning ascribed thereto in the Preamble.

     “Lien” shall mean any claim, lien, pledge, option, right of first refusal, charge, security interest, deed of trust, mortgage, restriction, hypothecation or encumbrance.

     “Material Adverse Effect” shall mean an event or condition that has had or reasonably could have a material adverse effect on the business, assets or financial performance of Holdings and its consolidated subsidiaries, taken as a whole, other than any effect resulting from (i) conditions, developments or circumstances (including, without limitation, economic, political or regulatory conditions, federal or state governmental actions, proposed or enacted legislation or proposed or enacted regulations) that are applicable to the wireless communications industry in general or that adversely affect the markets in which Holdings and its subsidiaries operate generally or affect industries related to the telecommunications business generally (including, without limitation, the introduction of any technological changes in the telecommunications industry), (ii) any change in the United States o r foreign economies or securities or financial markets in general, (iii) any action taken by Holdings, Investco, Wireless or the Consenting Noteholders in furtherance of the transactions contemplated hereby and consistent with the terms of this Agreement, (iv) the public announcement of the Exchange, the consummation of the transactions contemplated hereby, or the public announcement of the New Board’s intention to pursue strategic alternatives, including a Sale Transaction, or (v) changes in the nature of competition affecting the business of Holdings and its subsidiaries, taken as a whole (including, without limitation, competition resulting from the introduction of any new technological changes in the telecommunications industry).

     “Material Contract” shall have the meaning ascribed thereto in Section 7.2(c) .

     “Materials” shall have the meaning ascribed thereto in Section 9.2.

     “Merger” shall have the meaning ascribed thereto in the Recitals.

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     “Merger Agreement” shall have the meaning ascribed thereto in the Recitals.

     “Merger Sub” shall have the meaning ascribed thereto in the Recitals.

     “New Board” shall have the meaning ascribed thereto in Section 9.1.

     “New Investment Bank” shall have the meaning ascribed thereto in Section 9.2.

     “9-3/8% Notes” shall have the meaning ascribed thereto in the Preamble.

     “Notes” shall have the meaning ascribed thereto in the Preamble.

     “Party” shall have the meaning ascribed thereto in the Preamble.

     “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, real estate investment trust, other organization (whether incorporated or unincorporated), governmental agency or instrumentality, or any other legal entity.

     “Potential Purchasers” shall have the meaning ascribed thereto in Section 9.2.

     “PPM” shall have the meaning ascribed thereto in Section 4(d).

     “Proxy Statement” shall have the meaning ascribed thereto in Section 7.1(b) .

     “Recapitalization” shall have the meaning ascribed thereto in the Recitals.

     “Recapitalization Document” shall have the meaning ascribed thereto in Section 3.1(a)(i) .

     “Relevant Interests” shall have the meaning ascribed thereto in Section 4(a).

     “Requisite Noteholders” means Consenting Noteholders representing at least 85% in aggregate principal amount of all outstanding Notes subject to the Agreement.

     “Restricted Period” shall have the meaning ascribed thereto in Section 3.2. “Sale Transaction” shall have the meaning ascribed thereto in Section 9.2. “SEC” shall have the meaning ascribed thereto in Section 3.1(a)(ii) .

     “Securities Act” shall have the meaning ascribed thereto in Section 4(d).

     “Shareholder Vote” shall have the meaning ascribed thereto in the Recitals.

     “Stockholders Meeting” shall have the meaning ascribed thereto in Section 7.1(b) .

     “SunCom Release Parties” shall have the meaning ascribed thereto in Section.8.2(d) .

     “Superior Proposal” shall mean an Acquisition Proposal that the Board determines in good faith (after consultation with the New Investment Bank or, if the New Investment Bank

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shall not have been appointed or shall no longer be serving as financial advisor to Holdings, another financial advisor of national reputation, and in light of all relevant circumstances, including all the terms and conditions of such proposal and the Exchange) to be more favorable to Holdings’ stockholders than consummating the Exchange.

                   “Transfer” shall have the meaning ascribed thereto in Section 3.2.

                   “Unsolicited Proposals” shall have the meaning ascribed thereto in Section 9.2.

                   “Voting and Lock-Up Agreement” shall have the meaning ascribed thereto in the Recitals.    

                   “Wireless” shall have the meaning ascribed thereto in the Preamble.

Section 2. Exchange.

2.1. Exchange.

     Subject to the terms and conditions of this Agreement, at the Closing, each Consenting Noteholder will exchange its Relevant Interests, by transferring the applicable Notes to Investco pursuant to Section 2.2, for the number of shares of Class A Stock specified opposite such Consenting Noteholder’s name on Schedule I hereto (the “Exchange Consideration”), which Schedule shall be updated as necessary prior to Closing to reflect any acquisitions or dispositions of Relevant Interests pursuant to the provisions of Sections 3.2, 3.3 and 4(b) and which reflects an exchange ratio of 71.113944 shares of Class A Stock for each $1,000 principal amount of Notes. The terms of the Class A Stock shall be as set forth in the certificate of incorporation of Holdings as it will be amended in the Merger (as defined herein). In lieu of any fractional shares of Class A Stock to be issued to the Cons enting Noteholders as Exchange Consideration, each Consenting Noteholder shall be entitled to receive cash from Investco equal to the product obtained by multiplying (A) the fractional share interest to which such Consenting Noteholder (after taking into account all shares of Class A Stock to be received by such Consenting Noteholder) would otherwise be entitled to receive by (B) (i) if the Class A Stock is listed on the New York Stock Exchange, the per share closing price of the Class A Stock on the Closing Date as listed on the New York Stock Exchange (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, as reported by any other authoritative source) or (ii) if the Class A Stock is not listed on the New York Stock Exchange, the per share closing price of the Class A Stock on the Closing Date as listed on the over-the-counter bulletin board or other exchange or quotation system on which the Class A Stock is traded at such time.

2.2.	Delivery and Payment.
	(a)	The closing of the Exchange (the “Closing”) will occur at the offices of Wachtell, Lipton, Rosen & Katz, 51 W. 52nd St., New York, New York 10019 or at such place or places as mutually may be agreed upon by the Parties, at 10:00 A.M., New York City time, as promptly as practicable but in no event later than the third (3rd ) business day after the satisfaction or (to the extent permitted by applicable law) waiver of all of the conditions (other than those conditions that by their

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nature are to be satisfied at Closing, but subject to the fulfillment or waiver of those conditions) set forth in Section 10.

(b)

Delivery of the Notes at the Closing will be made to Investco by or on behalf of the Consenting Noteholders and Investco shall deliver to the Consenting Noteholders Class A Stock representing the Exchange Consideration (which Class A Stock shall be delivered by Holdings to Investco immediately prior to the Closing). Delivery of the Notes will be made through the facilities of The Depository Trust Company. At closing, each Consenting Noteholder shall also deliver to Investco a letter of transmittal in customary form transferring the Notes to Investco (which letter of transmittal shall also include information as to the tax basis of the Consenting Noteholder in the Notes being transferred).

2.3. Exit Consent.

     Each of the Consenting Noteholders who validly Exchanges its Notes pursuant to this Agreement will be deemed, by tendering its Notes for exchange, to have delivered a consent to the adoption of the Amendments, in substantially the form attached as Exhibit A hereto, effective immediately prior to the Closing. The Consenting Noteholders, with the cooperation of the other Parties hereto, shall instruct the Depository Trust Company, as record holder of the Notes, as necessary to effect such consent under the indentures governing the Notes prior to the Closing.

2.4. Form of Exchange Consideration.

There will be placed on the certificates for the shares of Class A Stock issued as Exchange Consideration a legend stating in substance:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

2.5. Taxes.

     Holdings, Investco and Wireless will be responsible for all sales and similar transfer taxes which may be due by the Consenting Noteholders as a result of the Exchange as set forth in this Section 2 except to the extent that such taxes are imposed because Notes are held other than in the name of the registered holder.

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Section 3. Lock-Up of Consenting Noteholders.

3.1.	Support of Recapitalization.
	(a)	Each of the Consenting Noteholders, as long as each such Consenting Noteholder remains the legal owner, Beneficial Owner and/or the duly authorized investment adviser or manager with respect to any Notes and/or Common Stock, agrees that, so long as this Agreement shall be in full force and effect and shall not have been validly terminated pursuant to Section 11 hereof, it will:
		(i)	from and after the date hereof not directly or indirectly seek, solicit, support, formulate or encourage any other plan, sale, proposal or offer of reorganization, merger, restructuring or recapitalization of Holdings and/or its subsidiaries that could reasonably be expected to prevent, delay or impede the Recapitalization of Holdings and its subsidiaries as contemplated herein or in any other document prepared, executed or filed in connection with implementation of the Recapitalization, including, without limitation, the Merger Agreement (hereinafter, each a “Recapitalization Document”);
		(ii)	agree to permit disclosure in any filings by Holdings or Wireless with the Securities and Exchange Commission (the “SEC”) of the substance of this Agreement and the aggregate (but not the respective) Notes and the aggregate (but not the respective) Common Stock held by all Consenting Noteholders; provided that Holdings and Wireless shall not disclose the amount of the Notes or Common Stock held by any individual Consenting Noteholder, except as may be otherwise required by applicable law; and provided further that the Consenting Noteholders and their advisors will have the right to review and comment upon any such disclosure prior to any filing with the SEC; and
		(iii)	appear, by proxy or in person, at the Stockholders Meeting or otherwise cause its Class A Stock to be counted as present thereat for purposes of calculating a quorum and respond to any other request by Holdings for written consent, if any, and, unless otherwise expressly consented to in writing by Holdings, in its sole discretion, vote, or cause to be voted, all such Consenting Noteholder’s Class A Stock Beneficially Owned by such Consenting Noteholder as of the relevant time (A) in favor of the Exchange and the transactions contemplated thereby, including the issuance of the shares of Class A Stock, through Investco, to the Consenting Noteholders in exchange for the Notes held by such Consenting Noteholders (B) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (C) against any proposal made in opposition to, or in competition or inconsistent with, the Recapitalization and the Recapitali zation Documents, including the adoption thereof or the consummation thereof, (D) against any extraordinary dividend,

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	distribution or recapitalization by Holdings or change in the capital structure of Holdings (other than pursuant to or as explicitly permitted by the Recapitalization Documents) and (E) against any action or agreement that would reasonably be expected to result in any condition to the consummation of any Recapitalization Document not being fulfilled. Each Consenting Noteholder hereby revokes any and all previous proxies granted with respect to its Class A Stock. By entering into this Agreement, each Consenting Noteholder hereby grants a proxy appointing Holdings, with full power of substitution, as such Consenting Noteholder’s attorney-in-fact and proxy, for and in such Consenting Noteholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Consenting Noteholder with respect to its Class A Stock in the manner contemplated by this Section 3.1(a)(iii) as such proxy or it substitutes shall, in Holdings’ sole discretion, deem proper with respect to its Class A Stock. The proxy granted by each Consenting Noteholder pursuant to this Section 3.1(a)(iii) is, subject to the penultimate sentence of this Section 3.1(a)(iii), irrevocable and is coupled with an interest and is granted in order to secure such Consenting Noteholder’s performance under this Agreement and also in consideration of the Holdings and Investco entering into this Agreement. If any Consenting Noteholder fails for any reason to be counted as present or to vote such Consenting Noteholder’s Class A Stock in accordance with the requirements of this Section 3.1(a)(iii) (or anticipatorily breaches such section), then Holdings shall have the right to cause to be present or vote such Consenting Noteholder’s Class A Stock in accordance with the provisions of this Section 3.1(a)(iii). The proxy granted by each Consenting Noteholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the valid termination of this Agreement in accordance with Section 11, not to attempt to revoke (subject to the preceding sentence), frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 3.1(a)(iii).
(b)	Each of Holdings, Investco, Wireless and each Consenting Noteholder (so long as it is a holder of any Note or share of Common Stock) further agrees that, so long as this Agreement shall be in full force and effect and shall not have been validly terminated pursuant to Section 11 hereof, it shall not:
	(i)	object to, or otherwise commence any proceeding opposing, any of the terms of this Agreement or any Recapitalization Documents;
	(ii)	take any action which is inconsistent with, or that would delay approval or confirmation of any of the Exchange, the Merger Agreement, the Amendments or any of the other Recapitalization Documents; or

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(iii)  in its capacity as the holder of any Notes, initiate any Action with respect to its rights under such Notes or the applicable
indentures governing such notes,   except for any claims for any Designated Defaults.

3.2. Transfer of Claims, Interests and Securities.

     Each of the Consenting Noteholders hereby agrees, for the period beginning on the date of this Agreement and ending on the earlier of (i) the date of the Closing and (ii) the date of the termination of this Agreement pursuant to Section 11(such period, the “Restricted Period”), that it shall not sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Notes or Common Stock (or any right related thereto, including any voting or consent rights associated with such Notes and/or Common Stock), unless the transferee thereof agrees in writing, on terms substantially similar to those set forth in Exhibit B hereto, to assume and be bo und by this Agreement, and to assume the rights and obligations of a Consenting Noteholder under this Agreement and delivers such writing to each of Holdings, Investco and counsel to the Consenting Noteholders at or prior to the time of the relevant Transfer (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). Holdings and Investco shall promptly acknowledge any such Transfer in writing, and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, each of Holdings and Investco shall be deemed to have acknowledged that its obligations to the Consenting Noteholders hereunder shall be deemed to constitute obligations in favor of the relevant transferee as a Consenting Noteholder hereunder. Any sale, transfer or assignment of any Note or share of Common Stock that does not comply with the procedure set forth in the first sentence of this Section 3.2 shall be deemed void ab initio. Each Consenting Noteholder further agrees to authorize and hereby authorizes Holdings and its subsidiaries to effect a stop transfer order with respect to all of the Notes and Common Stock owned by such Consenting Noteholder and agrees that an appropriate legend may be placed on the Notes and Common Stock with respect to the transfer restrictions set forth in this Section 3.2 and that such Consenting Noteholder will submit such Notes and certificates for Common Stock to Holdings for the inclusion of such legend.

3.3. Further Acquisition of Notes and Equity Interests.

     This Agreement shall in no way be construed to preclude any Consenting Noteholder or any of its respective subsidiaries from acquiring additional Notes and/or Common Stock; provided, however, that any such additional Notes or Common Stock acquired by a Consenting Noteholder or any subsidiary thereof shall automatically be deemed to be subject to the terms of this Agreement; and provided further that each such Consenting Noteholder agrees that it shall not create any subsidiary or other affiliated entity for the sole purpose of acquiring any Notes or shares of Common Stock. Upon the request of Holdings and Investco, each Consenting Noteholder shall, in writing and within five (5) business days, provide an accurate and current list of all Notes and Common Stock that i t and any affiliate holds at that time, provided that the individual holdings of any Consenting Noteholder and its affiliates shall be kept confidential and not disclosed by Holdings or Investco, subject to applicable law.

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Section 4. Representations of Consenting Noteholders.

     Each of the Consenting Noteholders, severally for itself, represents and warrants to Holdings and Investco, as of the date hereof and as of the Closing, as follows, all of which are continuing representations and warranties:

(a)	Such Consenting Noteholder is the legal owner, Beneficial Owner and/or the investment advisor or manager for the legal or Beneficial Owner of the Notes set forth on Schedule I hereto (to be updated as necessary at the Closing) (collectively, the “Relevant Interests”). Such Consenting Noteholder will convey good and valid title to the Relevant Interests, free and clear of any Liens.
(b)	There are no Notes of which such Consenting Noteholder is the legal owner, Beneficial Owner and/or investment advisor or manager for such legal or Beneficial Owner which are not part of its Relevant Interests other than Notes in which such Consenting Noteholder holds an interest pursuant to or subject to a contract with an unaffiliated third party which third party has failed to deliver title to, or return possession of, such Notes to such Consenting Noteholder in accordance with such contract (“Undelivered Interests”); provided, however, that such Undelivered Interests shall automatically become Relevant Interests upon the receipt of title, or, as the case may be, possession, by such Consenting Noteholder.
(c)	Such Consenting Noteholder has full power to vote and/or dispose of the aggregate principal amount of the Relevant Interests.
(d)	Such Consenting Noteholder is an “accredited investor” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Such Consenting Noteholder is acquiring the Class A Stock for his, her or its own account, for investment purposes only and not with a view to the distribution of the Class A Stock, except in compliance with the Securities Act and applicable state securities laws. Such Consenting Noteholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its prospective investment in the Class A Stock and is able, without materially impairing his, her or its financial condition, to hold the Class A Stock for an indefinite period of time and to suffer a complete loss on such investment. Such Consenting Noteholder has received and reviewed the confidential private placement memorandum (the “PPM”) which outlines the contemplated structure of the Exchange and includes applicable disclosures relating to an investment in the Class A Stock, and has had the opportunity to ask questions of the management of Holdings and its subsidiaries to the extent necessary to evaluate an investment in the Class A Stock.

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Section 5. Representations of Holdings, Investco and Wireless.

     Each of Holdings, Wireless and Investco represents and warrants to the Consenting Noteholders, as of the date hereof and as of the Closing, as follows, all of which are continuing representations and warranties:

(a)      All shares of Class A Stock subject to issuance as specified in Section 2.1 hereof will be duly authorized upon consummation of the Merger and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be validly issued, fully paid and nonassessable.

(b)         (i)   Each of Holdings and Wireless has filed with the SEC all reports, schedules, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2003 (collectively, the “Company SEC Reports”). As of their respective dates, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Holdings and Wireless with the SEC pursuant to the Exchange Act after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Exchange Act, and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Investco is not currently subject to the reporting requirements of Section 13 and Section 15(d) of the Exchange Act.

   (ii)  Each of the most recent audited and unaudited consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Holdings and Wireless and their consolidated subsidiaries as of its date, and each of the most recent audited and unaudited consolidated statements of income, stockholders’ equity and cash flows of Holdings and Wireless included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of Holdings and Wireless and their subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year- end audit adjustments), in each case in accordance with U.S. generally accepted accounting princip als (“GAAP”) consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act.

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	(iii)	Except as set forth in the Company SEC Reports, neither Holdings, Wireless nor any of their subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Holdings or Wireless or in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Holdings or Wireless, as applicable, as of September 30, 2006, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) on or after September 30, 2006 and prior to the date hereof, and (iii) other liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(iv)	Holdings represents that there are not any outstanding options or warrants for the purchase of any class of its equity.
(c)	Holdings, Wireless and Investco and each of their subsidiaries is in compliance with all foreign, federal, state and local laws and regulations applicable to their operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither Holdings, Wireless, Investco nor any of their subsidiaries has received any written notice since January 1, 2003, or has knowledge, after due inquiry, of any written notice received by it at any time, asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which written notice has not been resolved as required thereby or otherwise to the reasonable satisfaction of the party sending the notice, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for circumstances that, individually or in the aggregate, would not constitute a Material Adverse Effect, Holdings, Wireless and Investco have all permits, licenses, franchises, certificates, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities that are required in order to permit Holdings, Wireless and Investco to carry on their respective businesses as currently conducted.
(d)	Except as set forth in Company SEC Reports filed prior to the date of this Agreement, there is no Action (i) instituted, (ii) pending and served upon Holdings, Wireless, Investco or any of their subsidiaries, or (iii) to the knowledge, after due inquiry, of Holdings, Wireless and Investco, pending and not served upon Holdings, Wireless, Investco or any of their subsidiaries, or overtly threatened, in each case against Holdings, Wireless, Investco or any of their subsidiaries or any of their respective Assets which, individually or in the aggregate, directly or indirectly, would reasonably be expected to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against Holdings, Wireless, Investco, any of their subsidiaries or any of their respective Assets or any statute, rule or order of any Governmental Entity

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	applicable to Holdings, Wireless, Investco or any of their subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(e)	Each of Holdings, Wireless and Investco has filed all tax returns required to be filed and paid all taxes shown thereon to be due, including any interest and penalties, or provided adequate reserves for the payment thereof, except for those being contested in good faith and which are listed on Schedule 5(e) hereto or to the extent that failure to so file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(f)	Assuming the exchange of, and only of, all Relevant Interests held by the Consenting Noteholders as of the date of this Agreement and reflected on Schedule I hereto, immediately after the Exchange, each of the Consenting Noteholders or their successors and assigns will hold a ratable share of 87.00481% of the Common Stock on a fully diluted basis (assuming the issuance of all of the Class A Stock identified on Schedule 7.2), such ratable share to be determined based on the fraction equal to the face amount of such Consenting Noteholder’s Relevant Interests divided by the total face amount of the outstanding Relevant Interests owned by all of the Consenting Noteholders.

Section 6. Mutual Representations and Warranties.

     Each Party makes the following representations and warranties to each of the other Parties, all of which are continuing representations and warranties:

6.1. Enforceability.

     This Agreement is a legal, valid, and binding obligation of the Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally or is subject to general principles of equity, whether considered in a proceeding at law or in equity.

6.2. No Consent or Approval.

     Except as expressly provided in this Agreement (including approval and/or the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the FCC Approval), and, as to Holdings, subject to the Shareholder Vote, no consent or approval is required by any other Person or entity in order for it to carry out the provisions of this Agreement.

6.3. Power and Authority.

     It has all requisite power and authority to enter into this Agreement and, subject, in the case of Holdings, to the Shareholder Vote, to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement and the Recapitalization.

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6.4. Authorization.

     Subject, in the case of Holdings, to the Shareholder Vote, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

6.5. Governmental Consents.

     The execution, delivery and performance by it of this Agreement does not and shall not require any registration or filing with consent or approval of, or notice to, or other action to, with or by, any Governmental Entity, except for the FCC Approval and such filings and approvals as may be necessary and/or required under the federal securities laws, any state securities laws or the HSR Act.

6.6. No Conflicts.

     The execution, delivery and performance of this Agreement does not and shall not: (i) subject to the receipt of the FCC Approval and the receipt of all approvals and/or the expiration of any applicable waiting period under the HSR Act, violate the provision of law, rule or regulations applicable to it or any of its subsidiaries; (ii) violate its certificate of incorporation, bylaws or other organizational documents or those of any of its subsidiaries; or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party.

Section 7. Undertakings of Holdings, Investco and Wireless.

7.1.	Affirmative Undertakings
	(a)	Except as otherwise expressly provided in this Agreement, each of Holdings, Investco and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice.
	(b)	Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall

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	use all reasonable efforts to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with o utside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the Board may withdraw or modify its recommendation.
(c)	Holdings agrees to execute and deliver to the Consenting Noteholders for counter- execution, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, on or before the Closing.
(d)	Holdings shall use its reasonable best efforts to contest and/or appeal the delisting of the Class A Stock from the New York Stock Exchange.

7.2. Negative Undertakings

     Except as required by applicable law and subject to Section 7.1(b), Holdings, Investco and Wireless shall, and shall cause each of their subsidiaries to, take no actions inconsistent with the prompt consummation of the Recapitalization, the Exchange, the Merger and the other transactions contemplated by this Agreement. Each of Holdings, Investco and Wireless shall not, and shall not permit any of its subsidiaries to, except (i) as expressly permitted or required by this Agreement or the Merger Agreement, (ii) as set forth on Schedule 7.2, or (iii) as otherwise agreed to in writing by the Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed:

(a)

sell or convey any of its material Assets or any interests therein, except in the ordinary course of business consistent with past practice; provided, that Holdings and its subsidiaries may consummate the pending sales of (i) its wireless license and wireless communications network in the Athens, Georgia market to Cingular Wireless LLC and (ii) certain wireless communications towers located in North Carolina, South Carolina and eastern Tennessee to SBA Towers II LLC, a wholly- owned subsidiary of SBA Communications;

(b)

change its method of accounting or any accounting principle, method, estimate or practice, except as may be required by GAAP or any other applicable requirements of law;

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(c)	cancel, terminate or amend any contract involving revenues or expenditures in excess of $250,000 (a “Material Contract”), or enter into any Material Contract, other than in the ordinary course;
(d)	acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Holdings and its subsidiaries, taken as a whole or which would be material Assets;
(e)	enter into any joint ventures, strategic partnerships or alliances, except in the ordinary course of business consistent with past practice and not involving the formation of a new entity;
(f)	enter into any contract the effect of which would be to grant to a third party any license to use any intellectual property, except in the ordinary course of business consistent with past practice;
(g)	adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization, including without limitation by entering into any Acquisition Proposal; provided, that nothing shall prohibit Holdings or its subsidiaries from entering into or supporting an Acquisition Proposal if Holdings and Investco terminate this Agreement pursuant to Section 11.1(h) to accept a Superior Proposal, subject to the compliance with Section 9.2 hereof;
(h)	except as required by law or contract currently binding on Holdings or Investco, (i) enter into, adopt, amend or terminate any employee benefit plan, (ii) increase the compensation or benefits payable to any employee or pay any amounts to employees not otherwise due, except for promotions, raises, increases and the renewal of any employment contracts for non-executive officers, in case of each such promotion, raise, increase and renewal in the ordinary course of business, (iii) grant or accelerate the vesting of any equity-based awards for the benefit of any employee, (iv) enter into any new, or amend any existing, collective bargaining agreement or similar agreement with respect to any employee or (v) provide any funding for any rabbi trust or similar arrangement;
(i)	amend its certificates of incorporation or bylaws (or comparable instruments);
(j)	(i) other than in the ordinary course of business consistent with past practice, assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (ii) make any loans, advances or capital contributions to or investments in any other Person other than (A) those to customers in the ordinary course of business consistent with past practice and (B) travel and business expense advances to employees in the ordinary course of business consistent with past practice; or (iii)

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	incur indebtedness other than trade indebtedness or working capital loans in the ordinary course;
(k)	other than in the ordinary course of business consistent with past practice, enter into any contract that contains non-competition restrictions, including any restrictions purporting to relate to the conduct of the business of Holdings and its subsidiaries or any geographic restrictions;
(l)	other than in the ordinary course of business consistent with past practice or as set forth in the annual budget of Holdings, Wireless or Investco, as applicable, as in effect as of the date hereof, authorize any new capital expenditure or expenditures that, individually or in the aggregate, exceed $250,000;
(m)	initiate, compromise, or settle any litigation or arbitration proceedings (i) involving payments by Holdings or its subsidiaries in excess of $1,500,000 in the aggregate or (ii) relating to this Agreement or the transactions contemplated hereby;
(n)	issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to issue, deliver, sell, authorize, pledge or otherwise encumber, any shares of capital stock, voting debt or any securities derivative of or convertible into shares of capital stock or voting debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or voting debt or any securities convertible into shares of capital stock or voting debt, or enter into other agreements or commitments of any character obligating Holdings or any of its subsidiaries to issue any such securities or rights;
(o)	engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of its affiliates other than any direct or indirect wholly-owned subsidiaries;
(p)	alter, through merger, liquidation, reorganization, restructuring or in any other manner, the corporate structure or ownership of Investco, Wireless or any other subsidiary;
(q)	amend any of the Reorganization Documents without the prior written approval of the Consenting Noteholders, except for changes in the Proxy Statement or to documents incorporated by reference therein in response to any comments received by the SEC (subject to the right of the Consenting Noteholders to review and comment on such amendments as provided in Section 7.1(b)); or
(r)	agree in writing or otherwise to take any of the actions described in (a) through (q) above.

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Section 8. Additional Covenants.

8.1.	No Solicitation of Transactions.
	None of Holdings, Wireless, Investco or any of their subsidiaries shall, nor shall they authorize or permit, directly or indirectly, any officer, director, employee, agent, investment banker, financial advisors, attorney, broker, finder or other agent or representative to, initiate or solicit (including by way of furnishing non-public information or assistance) any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Notwithstanding anything to the contrary contained herein, neither (i) the taking of any of the actions contemplated or permitted by Section 9.2 nor (ii) any of the actions taken by Holdings, Wireless, Investco or any of their subsidiaries prior to the date of this Agreement, shall be deemed to be a breach of Section 8.1.
8.2.	D&O Insurance; Indemnification; Release.
	(a)	All rights to exculpation and indemnification for acts or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the respective current or former directors, officers or employees (collectively, “Indemnitees”), as the case may be, of Holdings or its subsidiaries as provided in their respective charter documents and bylaws or in any agreement shall survive the Closing and shall continue in full force and effect for a period of not less than six years following the closing of the Closing. Holdings and its subsidiaries shall indemnify, defend and hold harmless, and advance expenses to Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Closing, to the fullest extent permitted by: (i) the charter documents and bylaws of Holdings or any of its subsidiaries (including Wireless) as in effect on November 21, 2006; and (ii) any indemnification agreements of Holdings or its subsidiaries or other applicable contract, in each case as in effect on November 21, 2006. Holdings and the Consenting Noteholders covenant and agree, for a period of six years following the Closing, not to amend, modify or terminate any such charter documents, bylaws or agreements in any manner adverse to the Indemnitees with respect to such rights to indemnification and advancement of expenses.
	(b)	In furtherance of the foregoing, at the Board’s election, (A) Holdings and its subsidiaries shall obtain prior to the Closing “tail” insurance policies with a claims period of at least six years from the Closing with respect to directors’ and officers’ liability insurance in amount and scope no less favorable than the existing policy or policies of Holdings and its subsidiaries for claims arising from facts or events that occurred on or prior to the Closing; or (B) if Holdings and its subsidiaries shall not have obtained such tail policy, after the Closing, the New Board will cause Holdings and its subsidiaries to provide, for a period of not less than six years after the Closing, the Indemnitees who are insured under Holdings’ current directors’ and officers’ insurance policy with an insurance policy that

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	provides coverage for events occurring at or prior to the Closing that is no less favorable, taken as a whole, than the existing policy of Holdings and its subsidiaries or, if substantially equivalent insurance coverage is unavailable, the best available coverage (in either case, the “D&O Insurance”). Holdings and its subsidiaries covenant and agree to maintain such D&O Insurance for a claims period of at least six years from the Closing and at such coverage amounts and shall not terminate or modify the D&O Insurance coverage in any manner adverse to the Indemnitees.
(c)	Sections 8.2(a) and 8.2(b) are intended for the irrevocable benefit of, and to grant third party rights to, the Indemnitees and shall be binding on all successors and assigns of Holdings and its subsidiaries. The Indemnitees shall be entitled to enforce the covenants contained in Sections 8.2(a) and 8.2(b).
(d)	Effective as of and subject to the occurrence of the Closing, each of the Consenting Noteholders hereby releases and forever discharges all of Holdings and its subsidiaries and all of the Indemnitees (collectively, the “SunCom Release Parties”) and each of J.P. Morgan Partners (23A SBIC), L.P., J.P. Morgan SBIC LLC, Sixty Wall Street SBIC Fund, L.P, J.P. Morgan Capital, L.P., Sixty Wall Street Fund, L.P., their respective current and former directors, officers, partners and employees, and Arnold L. Chavkin (collectively, the “Chase Release Parties”), from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, know n or unknown, matured or unmatured, relating to or arising out of acts or omissions of the SunCom Release Parties or Chase Release Parties occurring prior to the Closing in their capacity, with respect to the SunCom Release Parties, as obligors to the Consenting Noteholders or as stockholders, directors, officers and employees of Holdings and/or any of its subsidiaries, and with respect to the Chase Release Parties, as stockholders of Holdings or directors, officers, partners and employees of such Chase Release Parties, respectively; provided, however, that such release does not extend to acts of theft or fraud committed by any of the SunCom Release Parties or the Chase Release Parties against any Consenting Noteholder. This Section 8.2(d) is intended for the irrevocable benefit of, and to grant third party rights to, the SunCom Release Parties and the Chase Release Parties and shall be binding on all successors and assigns of each of the Consenting Noteholders. The SunCom Release Parties and the Chase Release Parties shall be entitled to enforce the provisions of this Section 8.2(d).
(e)	Effective as of and subject to the occurrence of the Closing, each of the SunCom Release Parties hereby releases and forever discharges (and prior to the Closing, each of the Chase Release Parties will release and forever discharge) each of the Consenting Noteholders from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known or unknown, matured or

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unmatured, relating to or arising out of acts or omissions by such Consenting Noteholder related to Holdings and its subsidiaries and the transactions contemplated by this Agreement, including the Exchange and the Merger; provided, however, that such release does not and will not extend to acts of theft or fraud committed by any Consenting Noteholder against the SunCom Release Parties or Chase Release Parties.

(f)

Effective as of and subject to the occurrence of the Closing, each of Holdings and its subsidiaries hereby releases and forever discharges each of the Chase Release Parties from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known or unknown, matured or unmatured, relating to or arising out of acts or omissions by such Chase Release Parties related to Holdings and its subsidiaries and the transactions contemplated by this Agreement, including the Exchange and the Merger; provided, however, that such release does not and will not extend to acts of theft or fraud committed by any Chase Release Party against Holdings or any of its subsidiaries. Thi s Section 8.2(f) is intended for the irrevocable benefit of, and to grant third party rights to, the Chase Release Parties and shall be binding on all successors and assigns of each of Holdings and its subsidiaries. The Chase Release Parties shall be entitled to enforce the provisions of this Section 8.2(f).

8.3. Confidentiality/Publicity.

     Except as required by applicable law, Holdings and Investco on the one hand and the Consenting Noteholders on the other hand shall not, and shall not permit any of their subsidiaries to, make public disclosures in respect of the transactions contemplated by this Agreement without the consent, not to be unreasonably withheld, conditioned or delayed, of the other. Except as required by applicable law, Holdings and Investco shall not, and shall not permit any of their subsidiaries to, issue any press release in respect of the transactions contemplated by this Agreement without the consent of a majority in interest of the outstanding principal amount of the Notes held by the Consenting Noteholders, not to be unreasonably withheld, conditioned or delayed.

8.4. Timing of the Exchange.

     The Parties will use their commercially reasonable efforts to (i) finalize and file with the SEC the preliminary Proxy Statement within three (3) business days following the date of this Agreement and (ii) cause the consummation of the Exchange to occur within three (3) months following the date of this Agreement.

8.5.	Efforts to Consummate.
	(a)	Subject to the terms and conditions set forth in this Agreement, each of the Parties hereto shall, and shall cause any of its subsidiaries to, use its commercially reasonable efforts (subject to, and in accordance with, applicable law) to take

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	promptly, or to cause to be taken, all actions, and to do promptly, or to cause to be done, and to assist and to cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective the Recapitalization, Merger and Exchange, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, if any, (iii)      defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Merger Agreement or the consummatio n of the transactions contemplated hereby and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated hereby.
(b)	Subject to the terms and conditions herein provided and without limiting the foregoing, each of Holdings and the Consenting Noteholders will (i) promptly, but in no event later than fifteen (15) days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x)      determining whether any filings are required to be made with, or consents,  permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, including but not limited to approvals from the FCC approving the transactions contemplated by the Exchange (the “FCC Approval”), and (iii) use commercially reasonable efforts to take, or to cause to be taken, all other actions and to do, or to cause to be done, all other things necessary, proper or advisable to consummate and make effective the Exchange, the Merger and the other transactions contemplated hereby.
(c)	In furtherance and not in limitation of the covenants of the Parties contained in this Section 8.5 if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Exchange, the Merger or any other transaction contemplated by this Agreement, each of Holdings, Investco and Wireless shall use its respective commercially reasonable efforts, and the Consenting Noteholders shall cooperate in all respects with Holdings, Investor or Wireless, to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Exchange, the Merger or any other transactions contemplated hereby.  Notwithstanding the foregoing or any o ther provision of this Agreement, nothing in this Section 8.5 shall limit a Party’s right to terminate this Agreement pursuant to Section 11.1(c) or 11.1(d) so long as such party has, prior to such termination, complied with its obligations under this Section 8.5.

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Section 9. Governance.

9.1. Board Makeup

     Effective immediately upon consummation of the Exchange, the Board will be reconstituted as follows (collectively, the “New Board”): (i) Michael E. Kalogris, the Chairman and Chief Executive Officer, and Scott I. Anderson, Chairman of the Audit Committee of the Board (together, the “Continuing Directors”), will remain on the Board and (ii) the remaining three current directors will resign from the Board. Immediately prior to the effectiveness of the resignations of any of the members of the existing Board, the Board will act to (A) increase the size of the Board to ten members and (B) approve the appointment, effective immediately following the resignation of the three current directors other than the Continuing Directors, of (i) three (3) new directors designated by Highland Capital Management, L.P., at least one (1) of which will be independent (as determined by the New Board) under New York Stock Exchange Rules, (ii) three (3) new directors designated by Pardus Capital Management L.P., a number (not less than one (1)) to be determined of which will be independent (as determined by the New Board) under New York Stock Exchange Rules and (iii) two (2) new directors designated by DiMaio Ahmad Capital LLC, each of which will be independent (as determined by the New Board) under New York Stock Exchange Rules, to fill the vacancies created by the resignation of such directors and the expansion of the Board. The directors appointed by the Persons set forth in the immediately preceding sentence (together with the Person making such appointment) are set forth on Schedule II hereto. Each such newly appointed director will be deemed to be in the class (e.g. class I, II or III) indicated next to such director’s name on Schedule II hereto. If either of the two Continuing Directors ceases to serve as a director for any reason, unt il the earlier of the consummation of a Sale Transaction (as defined below) and the termination of the Sale Transaction process by the New Board, the remaining Continuing Director will be entitled to select a replacement with relevant qualifications and experience, and Holdings and the Parties hereto with board appointment rights shall use their commercially reasonable efforts to cause such selected replacement to be appointed by the Board to fill the vacancy; provided that any such replacement must be reasonably acceptable to and consented to by the Board, which consent shall not be unreasonably withheld or delayed. Notwithstanding the designation rights of particular Consenting Noteholders set forth above, each of the newly appointed directors appointed to the New Board shall have relevant background and experience and shall otherwise be reasonably acceptable to and consented to by the Board, which consent shall not be unreasonably withhe ld or delayed. In the event that a director designated pursuant to clause (B) of this Section 9.1 ceases to serve as director for any reason prior to the 2008 annual meeting of stockholders of Holdings, the vacancy resulting thereby shall be filled by an individual designated and nominated by the Person that nominated the director who has ceased to serve, provided that the individual so nominated shall have relevant background and experience and shall otherwise be reasonably acceptable to and consented to by the remainder of the Board, which consent shall not be unreasonably withheld or delayed, and Holdings and the Parties hereto with board appointment rights shall take all action necessary to promptly elect, if necessary, such successor or replacement director to the Board as soon as possible after the date of such vacancy. Each director appointed to the Board shall execute a confidentiality agreement in form and substance reasonably satisfactory to Holdings prior to assuming his or her position on the Boa rd. The Parties agree that the Recapitalization Documents, including any proxy

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solicitation materials, shall reflect the arrangements set forth in this paragraph as and to the extent required by law.

9.2. Sale Transaction

     Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a “Sale Transaction”)) should be pursued by the Board. Promptly upon the execution of this Agreement, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, including a Sale Transaction. Specifically, Holdings and the Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Board and the Consenting Noteholders (the “New Investment Bank”) on terms mutually acceptable to the Board and the Consenting Noteholders for the purpose of advising Holdings and its subsidiaries and the Board on a Sale Transaction; (ii) the New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, “Materials”) necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a data room for purposes of facilitating a Sale Transaction; and (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers (“Potential Purchasers”) that it reasonably believes may be interested in participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction) and (B) as the New Investment Bank may reasonably determine to be desirable, enter into customary and appropriate confidentiality agreements with one or more of such Potential Purchasers; provided, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the effective date of the Exchange (except that the New Investment Bank and counsel to Holdings and Investco may negotiate the terms of the confidentiality agreements referred to in (B) above). Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1), at any time prior to the Closing the Board shall have the right to review unsolicited proposals from third parties for an Acquisition Proposal, including but not limited to a Sale Transaction and any unsolicited proposals resulting from the actions of Holdings and its subsidiaries pursuant to this Section 9.2 (“Unsolicited Proposals”) and respond in good faith to any such proposals, including negotiating and executing any appropriate confidentiality agreements with such third parties, providing financial, legal and other information to such third parties, and negotiating the terms with respect to such proposal, or taking such other actions as the Board deems appropriate in exercising its fiduciary duties. Upon receipt of any Unsolicited Proposal, Holdings agrees that it shall use the New Investment Bank in connection with the evaluation and negotiation of such proposal; provided, that the New Investment Bank shall agree in writing not to disclose the existence or terms of any Unsolicited Proposal, including the identity of the parties thereto, to any of the Consenting Noteholders or their representatives.

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Section 10. Conditions.

(a)	The respective obligations of each Party to effect the Exchange shall be subject to the satisfaction at or prior to the Closing of the following conditions:
	(i)	The Exchange and the Merger Agreement shall have been approved by holders of a majority of the outstanding Class A Stock at the Stockholders Meeting, and the Merger shall have been consummated;
	(ii)	The waiting periods (and any extensions thereof) applicable to the Reorganization under the HSR Act shall have been terminated or shall have expired;
	(iii)	The FCC Approval shall have been obtained;
	(iv)	All filings required to be made prior to the Closing by any Party or any of its respective subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents, approvals and authorizations would not cause a Material Adverse Effect;
	(v)	No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the consummation of the Exchange or the Merger; and
	(vi)	At least 91.25% of the total outstanding principal amount of the Notes are tendered for exchange at the Closing by the Consenting Noteholders pursuant to Section 2.1.
(b)	The obligations of the Consenting Noteholders to effect the Exchange shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
	(i)	The representations and warranties of Holdings, Wireless and Investco contained in this Agreement shall be true and correct (without regard to any materiality or Material Adverse Effect qualifier contained therein), on and as of the Closing as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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	(ii)	Each of Holdings, Wireless and Investco shall have performed or complied in all material respects with all obligations required by this Agreement to be performed or complied with by it at or prior to the Closing;
	(iii)	Each of J.P. Morgan Capital, L.P. and Sixty Wall Street Fund, L.P. shall have converted all their shares of Class B Stock into shares of Class A Stock prior to the record date for the Stockholders Meeting and shall have entered into the Voting and Lock-Up Agreement;
	(iv)	The Consenting Noteholders shall have received (or will receive at the Closing) payment in cash of all interest accrued through the Closing in respect of the Notes held by them and tendered in the Exchange; and
	(v)	Since September 30, 2006, there shall not have been any change, circumstance or event which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(c)	The obligations of Holdings, Wireless and Investco to effect the Exchange shall be subject to the satisfaction at or prior to the Closing of the following additional conditions:
	(i)	The representations and warranties of the Consenting Noteholders contained in this Agreement shall be true and correct (without regard to any materiality qualifier contained therein), on and as of the Closing as if made at and as of such date, except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Consenting Noteholders to consummate the transactions contemplated by this Agreement;
	(ii)	The Consenting Noteholders shall have performed or complied in all material respects with all obligations required by this Agreement to be performed or complied with by it at or prior to the Closing; and
	(iii)	Supplemental indentures including the Amendments shall have been validly executed and delivered by Wireless and the trustee under the indentures governing the Notes.

Section 11. Termination.

11.1. Termination Events.

     This Agreement may be terminated at any time before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the Consenting Noteholders, as the case may be, as follows:

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	(a)	by mutual written consent of each of the Requisite Noteholders and Holdings, Investco and Wireless;
	(b)	by either the Requisite Noteholders or Holdings, Investco and Wireless, if delivery of a proxy statement to the holders of the Class A Stock in respect of the Shareholder Vote does not take place on or before April 30, 2007;
	(c)	by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007;
	(d)	by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the Exchange or the Merger, and such order, decree or injunction shall have become final and nonappealable;
	(e)	by the Requisite Noteholders, if either of Holdings, Investco or Wireless has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the Agreement pursuant to this Section 11.1(e), is delivered by the Requisite Noteholders to Holdings, Investco and Wireless;
	(f)	by Holdings, Investco and Wireless, if any of the Consenting Noteholders has breached any material provision of this Agreement and any such breach remains uncured for a period of five (5) days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the Agreement pursuant to this Section 11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders;
	(g)	by Holdings, if the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal;
	(h)	by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or
	(i)	by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is not obtained.
11.2.	Expenses; Break-Up Fee.
	(a)	Except as otherwise provided in this Section 11.2, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such Expenses. As used in this Agreement, “Expenses” includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party

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	hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the preparation, printing, filing and mailing of the Proxy Statement and PPM and the solicitation of stockholder approvals and all other matters related to the transactions contemplated hereby.
(b)	Notwithstanding the foregoing, if (i) (A) an Acquisition Proposal has been received by Holdings, Investco, Wireless or any of their subsidiaries, or their respective representatives or advisors, or at the time of such termination an Acquisition Proposal has been publicly proposed or publicly announced and this Agreement is terminated by Holdings, Investco and Wireless pursuant to Section 11.1(b) or Section 11.1(c) or by the Requisite Noteholders pursuant to Section 11.1(e) and (B) within twelve (12) months from the date of termination of this Agreement, Holdings or any of its subsidiaries shall consummate such Acquisition Proposal (or enter into a definitive agreement with respect to such Acquisition Proposal that is subsequently consummated), (ii) this Agreement is terminated by Holdings pursuant to Section 11.1(g), or (iii) this Agreement is terminated by the Requisite Noteholders pursuant to Section 11.1(h), then Holdings shall pay the Consenting Noteholders an amount equal to the Break-Up Fee, by wire transfer of immediately available funds to an account designated by the Consenting Noteholders, within (x) in the case of clause (i) above, within two business days following the consummation of the applicable Acquisition Proposal and (y) in the case of clause (ii) and (iii) above, within two business days after the termination of this Agreement. Holdings’s payment of a Break-Up Fee to Section 11.2 shall be the sole and exclusive remedy of the Consenting Noteholders against Holdings and any of its subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the occurrences giving rise to such payment; provided that this limitation shall not apply in the event of a willful breach of this Agreement by Holdings, Investco or Wireless. In no event shall Holdings be required to pay more than one Break-Up Fee pursuant to this Section 11.2. The “Break-Up Fee” shall be an amount to each Consenting Noteholder equal to 2.0% of the total outstanding principal amount of the Notes held by such Consenting Noteholder as of the date of this Agreement, as indicated for such Consenting Noteholder on Schedule I hereto.
(c)	Whether or not the Exchange is consummated, Holdings agrees that it shall cause Wireless to pay, on a monthly basis, the reasonable fees and expenses of Wachtell, Lipton, Rosen & Katz (billed in the manner that the firm has previously billed Holdings), counsel to the Consenting Noteholders, incurred, whether before or after the date hereof, in connection with the transactions contemplated by this Agreement; provided, that the aggregate amount of such fees and expenses that Holdings shall be required to pay shall not exceed $1,000,000.

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11.3. Effect of Termination.

     In the event of termination of this Agreement by either the Consenting Noteholders or Holdings and Investco as provided in Section 11.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Consenting Noteholders or Holdings or Investco or their respective officers, members or directors, as applicable, except as (i) set forth in Section 11.2, (ii) with respect to any actual liabilities or damages incurred or suffered by a Party as a result of the willful breach by the other Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement, and (iii) with respect to provisions hereof that expressly survive the termination of this Agreement.

Section 12. Effectiveness of the Agreement.

     This Agreement shall become effective when Holdings and Investco and counsel to the Consenting Noteholders shall have received counterparts hereof duly executed and delivered by: (i) Consenting Noteholders holding Relevant Interests constituting at least 91.25% of the aggregate outstanding principal amount of the Notes; and (ii) Holdings, Investco and Wireless.

Section 13. No Waiver of Participation and Reservation of Rights.

     Except as expressly provided in this Agreement (including, without limitation, the provisions of Sections 3.1(b)(iii) and 8.2), nothing herein is intended to, does, or shall be deemed in any manner to waive, limit, impair, or restrict the ability of each of the Consenting Noteholders to protect and preserve its rights, remedies and interests, including without limitation, its claims against Holdings, Investco and Wireless. Without limiting the foregoing sentence in any way, if the transactions contemplated by this Agreement are not consummated or if this Agreement is otherwise terminated for any reason, the Parties each fully reserve any and all rights, remedies and interests.

Section 14. Miscellaneous Terms.

14.1.	Binding Obligation, Assignment, No Recourse.
	(a)	Binding Obligation. Subject to, in the case of Holdings, the Shareholder Vote, this Agreement is a legally valid and binding obligation of the Parties and their respective successors, assigns, heirs, executors, administrators and representatives, enforceable in accordance with its terms, and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators and representatives. Except as set forth in Section 8.2 hereof, nothing in this Agreement, express or implied, shall give to any Person, other than the Parties and their respective successors, assigns, heirs, executors, administrators and representatives, any benefit or any regal or equitable right, remedy or claim under this Agreement. The agreements, representations, warranties, covenants and obligations of the Consenting Noteholders contained in this Agreement are, in all respects, several and not joint. Except for the obligations of the Consenting Noteholders under Sections 2.5, 4, 6, 8.2, 8.3, 9, 11.2(a), 11.2(c), 13 and 14, all obligations of the Consenting Noteholders under this Agreement shall terminate upon consummation of the Closing.

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(b)

Assignment. No rights or obligations of any Party under this Agreement may be assigned or transferred to any other Person except as provided in Section 3.2 hereof.

(c)

No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as Parties hereto and no past, present or future affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any Party hereto shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

14.2. Further Assurances.

     The Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, from time to time, to effectuate the agreements and understandings of the Parties, whether the same occurs before or after the date of this Agreement.

14.3. Headings.

     The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction or interpretation of any term or provision hereof.

14.4. Governing Law.

     THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF. By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in either a state or federal court of competent jurisdiction in the State of New York. By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any suc h action, suit or proceeding.

14.5.	Complete Agreement, Interpretation and Modification.
	(a)	Complete Agreement. The Agreement and the other agreements referenced herein constitute the complete agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, between or among the Parties with respect thereto.

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(b)	Interpretation. This Agreement is the product of negotiation by and among the Parties. Any Party enforcing or interpreting this agreement shall interpret it in a neutral manner. There shall be no presumption concerning whether to interpret the Agreement for or against any Party by reason of that Party having drafted this Agreement, or any portion thereof, or caused it or any portion thereof to be drafted.
(c)	Modification of the Agreement. This Agreement may only be modified, altered, amended or supplemented by an agreement in writing signed by Holdings, Investco and the Requisite Noteholders; provided, however, that if the modification or amendment at issue materially adversely impacts the economic treatment or rights of any Consenting Noteholder, the agreement in writing of such Consenting Noteholder whose economic treatment or rights are materially adversely impacted shall also be required for such modification or amendment.
(d)	Waiver. At any time prior to the Closing, any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered pursuant hereto and (c) waive compliance by any other Party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

14.6. Specific Performance.

     The Parties understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement by any Party, and further understand and agree that each non-breaching Party shall be entitled to seek (upon proper proof) the remedy of specific performance and injunctive or other equitable relief, including attorneys fees and costs, as a non-exclusive remedy of any such breach; provided, however, that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such a remedy.

14.7. Execution of Agreement.

     This Agreement may be executed and delivered (by facsimile or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

14.8. Independent Due Diligence and Decision-Making.

     Each Consenting Noteholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions and prospect of Holdings and its subsidiaries.

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14.9. Consideration.

     Holdings, Investco and each Consenting Noteholder hereby acknowledge that no additional consideration shall be due or paid to the Consenting Noteholders for their agreement to vote in favor of the Recapitalization or to tender in the Exchange or to consent to the Amendments in accordance with the terms and conditions of this Agreement, other than Holdings’ and Investco’s agreements to use commercially reasonable efforts to consummate the Recapitalization in accordance with the terms and conditions of this Agreement.

14.10. Notices.

     All notices hereunder shall be deemed given if in writing and delivered, if sent by telecopy, courier or by registered or certified mail (return receipt requested) to the following addresses and telecopier numbers (or at such other addresses or telecopier numbers as shall be specified by like notice):

(a)	If to Holdings, Wireless and/or Investco, to:
SunCom Wireless Holdings, Inc.           1100 Cassatt Road           Berwyn, Pennsylvania 19312           Attention: General Counsel           (610) 651-5900 (phone)           (610) 722-4288 (facsimile)
	with copies to:
Weil, Gotshal & Manges LLP         767 Fifth Avenue          New York, NY 10153          Attention:     Simeon Gold, Esq.                              Marcia L. Goldstein, Esq.           Telecopier: (212) 310-8007

	Weil, Gotshal & Manges LLP         200 Crescent Court, Suite 300         Dallas, Texas 75201        Attention:      W. Stuart Ogg, Esq.         Telecopier: (214) 746-7777
(b)      If to a Consenting Noteholder or a transferee thereof, to the addresses or telecopier numbers set forth on Schedule III hereto (or as directed by any  transferee thereof), as the case may be, with a copy to:

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Wachtell, Lipton, Rosen & Katz LLP
51 West 52nd Street
New York, New York 10019
Attention:    Scott Charles, Esq.
Telecopier:  (212) 403-2000

     Any notice given by delivery, mail or courier shall be effective when received. Any notice given by telecopier shall be effective upon oral or machine confirmation of transmission.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

SUNCOM WIRELESS HOLDINGS, INC.
By:  /s/ Eric Haskell
Name:	Eric Haskell
Title:	Executive Vice President and
	Chief Financial Officer
SUNCOM WIRELESS INVESTMENT COMPANY LLC
By: /s/ Eric Haskell
Name:	Eric Haskell
Title:	Executive Vice President and
	Chief Financial Officer
SUNCOM WIRELESS, INC.
By:  /s/ Eric Haskell
Name:	Eric Haskell
Title:	Executive Vice President and
	Chief Financial Officer

[SIGNATURES CONTINUED ON FOLLOWING PAGES]

[Signature Page to Exchange Agreement]

PARDUS EUROPEAN SPECIAL OPPORTUNITIES
MASTER FUND L.P.

By: Pardus Capital Management LP, its Investment
Manager

By: Pardus Capital Management LLC, its general partner

By: /s/ Karim Samii              

       Name: Karim Samii

       Title: Sole Member

[Signature Page to Exchange Agreement]

CAPITAL RESEARCH AND MANAGEMENT
COMPANY, for and on behalf of American High-Income
Trust      

By:    /s/ Michael J. Downer

       Name: Michael J. Downer

       Title: Vice President and Secretary

CAPITAL RESEARCH AND MANAGEMENT
COMPANY, for and on behalf of The Bond Fund of
America, Inc.    

By:    /s/ Michael J. Downer   

       Name: Michael J. Downer

       Title: Vice President and Secretary

CAPITAL RESEARCH AND MANAGEMENT
COMPANY, for and on behalf of The Income Fund of
America, Inc.    

By:    /s/ Michael J. Downer

       Name: Michael J. Downer

       Title: Vice President and Secretary

[Signature Page to Exchange Agreement]

LISPENARD STREET CREDIT (MASTER), LTD
By: DiMaio Ahmad Capital LLC, its investment manager

By: /s/ Wes Higgins     

       Name: Wes Higgins

       Title: Partner and Chief Operating Officer

POND VIEW CREDIT (MASTER), L.P.
By: DiMaio Ahmad Capital LLC, its investment manager

By: /s/ Wes Higgins     

       Name: Wes Higgins

       Title: Partner and Chief Operating Officer

[Signature Page to Exchange Agreement]

HIGHLAND CREDIT OPPORTUNITIES CDO, L.P.
By: Highland Credit Opportunities CDO GP, L.P., its general partner
By: Highland Credit Opportunities CDO GP, LLC, its general partner
By: Highland Capital Management, L.P., its sole member
By: Strand Advisors, Inc., its general partner
By:   /s/Mark K. Okada
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
HIGHLAND SPECIAL OPPORTUNITIES HOLDING
COMPANY
By: Highland Capital Management, L.P., as Collateral Manager
By: Strand Advisors, Inc., its general partner
By: /s/Mark K. Okada
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.

[Signature Page to Exchange Agreement]

HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
By: Highland Crusader Fund GP, L.P., its general partner
By: Highland Crusader GP, LLC., its general partner
By: Highland Capital Management, L.P., its sole member
By: Strand Advisors, Inc., its general partner
By:   /s/Mark K. Okada      ______________
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
HIGHLAND CREDIT STRATEGIES MASTER FUND, L.P.
By: Highland General Partner, L.P., its general partner
By: Highland GP Holdings LLC, its general partner
By: Highland Capital Management, LP, its sole member
By: Strand Advisors, Inc., its general partner
By:    /s/Mark K. Okada
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.

[Signature Page to Exchange Agreement]

HIGHLAND CDO OPPORTUNITY MASTER FUND, L.P.
By: Highland CDO Opportunity Fund GP, L.P., its general partner
By: Highland CDO Opportunity Fund GP, LLC., its general partner
By: Highland Capital Management, L.P., its sole member
By: Strand Advisors, Inc., its general partner
By:  /s/Mark K. Okada
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.
By:   /s/Mark K. Okada
	Name: Mark K. Okada
	Title: Officer

[Signature Page to Exchange Agreement]

EX-2

Exhibit 2

LOCK-UP AND VOTING AGREEMENT

     This LOCK-UP AND VOTING AGREEMENT (this “Agreement”) is dated as of January 31, 2007, by and among the Persons executing this Agreement as “Identified Bondholders” on the signature pages hereto (each an “Identified Bondholder” and collectively, the “Identified Bondholders”), and the Persons executing this Agreement as “Stockholders” on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

RECITALS

     WHEREAS, simultaneously with the execution of this Agreement, the Identified Bondholders, SunCom Wireless Investment Company, LLC, a Delaware limited liability company (“SunCom Investment”), and SunCom Wireless Holdings, Inc., a Delaware corporation (the “Company”), and SunCom Wireless, Inc. (f/k/a Triton PCS, Inc.) (“Wireless”) have entered into an Exchange Agreement (as it may be amended, supplemented, modified or waived from time to time, the “Exchange Agreement”), which provides, among other things, for the delivery by the Company to SunCom Investment of up to 48,304,431 shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Comm on Stock”), which will in turn be exchanged (the “Exchange”) by SunCom Investment for $302,115,000 principal amount of the 9-3/8% Senior Subordinated Notes due 2011 and $377,139,000 principal amount of the 8-3/4% Senior Subordinated Notes due 2011 (collectively, the “SunCom Wireless Notes”) of SunCom Wireless, Inc., an indirect wholly-owned subsidiary of the Company, which are currently held by the Identified Bondholders, upon the terms and subject to the conditions set forth therein;

     WHEREAS, simultaneously with the execution of this Agreement, the Company and SunCom Merger Corp., a Delaware corporation (“Merger Sub”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, upon the terms and subject to the conditions set forth therein;

     WHEREAS, each Stockholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, that number of shares of Class A Common Stock set forth next to such Stockholder’s name on Schedule A hereto; and

     WHEREAS, as an inducement to the Identified Bondholders entering into the Exchange Agreement and incurring the obligations therein, the Identified Bondholders have required that each Stockholder enter into this Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

	I. CERTAIN DEFINITIONS
Section 1.1 Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Exchange Agreement.
Section 1.2	Other Definitions. For the purposes of this Agreement:

(a)	“Beneficial Owner” or “Beneficial Ownership” with respect to any
securities means having “beneficial ownership” of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act).
(b)	“Legal Actions” means any claims, actions, suits, demand letters, judicial,
administrative or regulatory proceedings, or hearings, notices of violation, or investigations.
(c)	“Permits” means all authorizations, licenses, consents, certificates,
registrations, approvals, orders and other permits of any Governmental Entity.
(d)	“Representative” means, with respect to any particular Person, any
director, officer, employee, agent or other representative of such Person, including any
consultant, accountant, legal counsel or investment banker.
(e)	“Transfer” means, with respect to a security, the sale, grant, assignment,
transfer, pledge, encumbrance, hypothecation or other disposition of such security or the
Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to
effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of
any voting power of such security or other rights in or of such security, the granting of any proxy
with respect to such security, depositing such security into a voting trust or entering into a voting
agreement with respect to such security.

II. AGREEMENT TO VOTE

     Section 2.1 Agreement to Vote. Subject to the terms and conditions hereof, each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the closing of the transactions contemplated by the Exchange Agreement; (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) the written agreement of the Identified Bondholders to terminate this Agreement, and (iv) May 31, 2007 (such earliest occurrence being the “Expiration Time”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s stockholders, however called, or in any other circumstances (including any sought action by written consent) upon which a stockholder vote or other stockholder consent or stockholder approval is sought (any such m eeting or other circumstance, a “Stockholders’ Meeting”), the Stockholder will (y) appear at such a meeting or otherwise cause its Class A Common Stock to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company for written stockholder consent, if any, and, unless otherwise expressly consented to in writing by the Identified Bondholders, in their sole discretion, (z) vote, or cause to be voted, or take such action by written stockholder consent with respect to, all of such Stockholder’s Class A Common Stock Beneficially Owned by such Stockholder as of the relevant time (A) in favor of the Exchange and the transactions contemplated thereby, including the issuance of the shares of Class A Common Stock, through SunCom Investment, to the Identified Bondholders in exchange for the SunCom Wireless Notes held by such Identified Bondholders, (B) in favor of the adoption of the Merger A greement and the approval of the transactions contemplated thereby, including the Merger, (C) against any proposal made in opposition to, or in competition or inconsistent with, the Exchange, the Exchange Agreement, the Merger and/or the Merger Agreement, including the adoption thereof or the consummation thereof, (D) against any

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extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Exchange Agreement or the Merger Agreement) and (E) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Exchange Agreement or the Merger Agreement not being fulfilled. The Identified Bondholders will give the Stockholders prompt written notice of the Expiration Time.

     Section 2.2 Additional Agreements. Each Stockholder, as long as such Stockholder remains the record or Beneficial Owner of any Class A Common Stock, agrees that it will from and after the date hereof not directly or indirectly seek, solicit, support, formulate or encourage any other plan, sale, proposal or offer of reorganization, merger, restructuring or recapitalization of the Company and/or its subsidiaries that could reasonably be expected to prevent, delay or impede the Recapitalization of the Company and its subsidiaries as contemplated in the Exchange Agreement or in any other Recapitalization Document. Each Stockholder agrees it shall not (i) object to, or otherwise commence any proceeding opposing, any of the terms of the Exchange Agreement or any Recapitalization Documents or (ii) take any action which is inconsistent with, or that would delay approval or confirmation of any of the Exchange, the Merger Agreement, the Amendments or any of the other Recapitalization Documents.

     Section 2.3 Additional Shares. This Agreement shall in no way be construed to preclude any Stockholder from acquiring additional Class A Common Stock, provided, however, that each Stockholder hereby agrees, while this Agreement is in effect, promptly to notify the Identified Bondholders of the number of any new shares of Class A Common Stock with respect to which Beneficial Ownership is acquired by such Stockholder, if any, after the date hereof and before the Expiration Time. Any such shares of Class A Common Stock shall automatically become subject to the terms of this Agreement as though owned by such Stockholder as of the date hereof.

     Section 2.4 Restrictions on Transfer, Etc. Except as provided for herein, each Stockholder agrees, from the date hereof until the Expiration Time, not to directly or indirectly Transfer any shares of Class A Common Stock, unless (i) the transferee thereof agrees in writing, on terms reasonably satisfactory to the Identified Bondholders, to assume and be bound by this Agreement, and to assume the rights and obligations of a Stockholder under this Agreement and delivers such writing to counsel to the Identified Bondholders at or prior to the time of the relevant Transfer (each such transferee becoming, upon the Transfer, a Stockholder hereunder) or (ii) such Stockholder has already voted, consented to or approved (as the case may be) once, in favor of the Exchange and the Merger Agreement as required by Section 2.1 above, and such vote, consent or approval has become irrevocable under applicable law. Each Stockholder further agrees to authorize and hereby authorizes the Identified Bondholders and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the shares of Class A Common Stock owned by such Stockholder and that this Agreement places limits on the voting of such Class A Common Stock, and further agrees that an appropriate legend may be placed on the shares of Class A Common Stock owned by such Stockholder with respect to the restrictions on transfer set forth in this Section 2.4 and that such Stockholder will submit such certificates to the Identified Bondholders and the Company for the inclusion of such legend; provided, that such legend shall be removed upon the earlier of (i) the Expiration Time and (ii) immediately prior to any Transfer not in violation of the first sentence of this Section 2.4.

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III. REPRESENTATIONS AND WARRANTIES

     Section 3.1 Representations and Warranties of Stockholders. Each Stockholder, severally and not jointly, represents and warrants to the Identified Bondholders as of the date of this Agreement and at all times during the term of this Agreement, as follows:

     (a) Such Stockholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a legal, valid and binding agreement of such Stockholder enforceable by the Identified Bondholders against such Stockholder in accordance with its terms, subject to (i) the effects of bankruptcy and similar laws affecting creditors’ rights generally, (ii) principles of equity and (iii) the implied covenant of good faith and fair dealing.

     (b) Such Stockholder is the record and Beneficial Owner and has good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement), of the Class A Common Stock set forth next to such Stockholder’s name on Schedule A hereto, and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of such shares of Class A Common Stock without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such shares of Class A Common Stock. Except (i) with respect to shares of Class A Common Stock owned by Arnold L. Chavkin (the “Chavkin Shares”) and (ii) 34,750 shares of Class A Common St ock Beneficially Owned by J.P. Morgan Partners (23A SBIC), L.P. that are not listed on Schedule A (the “Excluded Shares”), the shares of Class A Common Stock set forth next to such Stockholder’s name on Schedule A hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Stockholder as of the date hereof, and, except for such shares of Class A Common Stock, the Stockholder does not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Class A Common Stock, Class B Common Stock or any securities convertible into Class A Common Stock or Class B Common Stock.

     (c) Other than the filing by such Stockholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by such Stockholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s properties or assets (including such Stockholder& #146;s Class A Common Stock or Class B Common Stock) may be bound, (iii) violates any order or law applicable to such Stockholder or any of such Stockholder’s properties or assets (including such Stockholder’s Class A Common Stock or Class B Common Stock), or

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(iv) results in a Lien upon any of such Stockholder’s properties or assets (including such Stockholder’s Class A Common Stock or Class B Common Stock).

IV. ADDITIONAL COVENANTS

     Section 4.1 Disclosure. Each Stockholder hereby authorizes the Identified Bondholders and the Company to publish and disclose in any announcement or disclosure required by the SEC or other Governmental Entity such Stockholder’s identity and ownership of the Class A Common Stock and the nature of such Stockholder’s obligations under this Agreement; provided that, to the extent practicable, each such Stockholder shall have a reasonable opportunity to review and comment on any such announcement or disclosure prior to its publication, filing or disclosure.

     Section 4.2 Non-Interference; Further Assurances. Each Stockholder agrees that, prior to the termination of this Agreement, such Stockholder shall not take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Stockholder of its obligations under this Agreement (it being agreed that Transfers not prohibited by Section 2.4 are permitted actions). Each Stockholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by the Identified Bondholders to confirm and assure the rights and obligations set forth in this Agreement.

     Section 4.3 Releases.

           (a)        Effective as of and subject to the occurrence of the Closing, each of the Identified Bondholders release and forever discharge each of J.P. Morgan Partners (23A SBIC), L.P., J.P. Morgan SBIC LLC, Sixty Wall Street SBIC Fund, L.P, J.P. Morgan Capital, L.P., Sixty Wall Street Fund, L.P., their respective current and former directors, officers, partners and employees, and Arnold L. Chavkin (collectively, the “Chase Release Parties”), from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known or unknown, matured or unmatured, relating to or arising out of acts or omissions of the Chase Release Parties occurring prior to the Closing in their capacity as stockholders or directors of the Company or directors, officers, partners and employees of such Chase Release Parties, respectively; provided, however, that such release does not extend to acts of theft or fraud committed by any of the Chase Release Parties against any Purchaser. This Section 4.3(a) is intended for the irrevocable benefit of the Chase Release Parties and shall be binding on all successors and assigns of each of the Identified Bondholders.

         (b)         Effective as of and subject to the occurrence of the Closing, each of J.P. Morgan Partners (23A SBIC), L.P., J.P. Morgan Capital, L.P. and Sixty Wall Street Fund, L.P., on behalf of the Chase Release Parties, release and forever discharge each of the Identified Bondholders from any and all claims, counterclaims, causes of action, demands, obligations, sums of money, contract, agreements, or damages, whether in law or in equity, that they had, now have, may have, or may have had against them, whether liquidated or unliquidated, known

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or unknown, matured or unmatured, relating to or arising out of acts or omissions by such Identified Bondholders related to the Company and its subsidiaries and the transactions contemplated by the Exchange Agreement, including the Exchange and the Merger; provided, however, that such release does not and will not extend to acts of theft or fraud committed by the Identified Bondholders against Chase Release Parties.

V. TERMINATION

     Section 5.1 Termination. This Agreement shall terminate without further action at the Expiration Time.

     Section 5.2 Effect of Termination. Upon termination of this Agreement, the rights and obligations of all the parties will terminate and become void without further action by any party except for the provisions of Section 4.3, Section 5.1, this Section 5.2 and Article VI, which will survive such termination. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any willful breach of this Agreement prior to the time of termination.

VI. GENERAL

     Section 6.1 Notices. Any notice, request, instruction or other communication under this Agreement shall be in writing and delivered by hand or overnight courier service or by facsimile, (i) if to a Stockholder, to the address set forth below such Stockholder’s name on the signature pages hereto, and (ii) if to an Identified Bondholder, to the address set forth below such Identified Bondholder’s name on the signature pages hereto. Each such communication will be effective (A) if delivered by hand or overnight courier service, when such delivery is made at the address specified in this Section 6.1, or (B) if delivered by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6.1 and appropriate confirmation is received.

     Section 6.2 Parties in Interest. Other than with respect to the parties to this Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     Section 6.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the laws of another state otherwise to govern this Agreement.

     Section 6.4 Severability. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision will be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of that provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity

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or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction.

     Section 6.5 Assignment. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto, in whole or part (whether by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempt to do so shall be null and void (it being agreed that any Transfer not prohibited by Section 2.4 shall be permitted).

     Section 6.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

     Section 6.7 Interpretation. The headings in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement. Definitions apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references in this Agreement to Articles and Sections refer to Articles and Sections of this Agreement unless the context requires otherwise. The words “include,” “includes” and “including” are not limiting and will be deemed to be followed by the phrase “without limitation.” The phrases “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be inclusive and not exclusive unless the context requires otherwise. Unless the context requires otherwise, any agreements, documents, instruments or laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or laws as from time to time amended, modified or supplemented, including (i) in the case of agreements, documents or instruments, by waiver or consent and (ii) in the case of laws, by succession of comparable successor statutes. All references in this Agreement to any particular law will be deemed to refer also to any rules and regulations promulgated under that law. References to a Person will refer to its predecessors and successors and permitted assigns.

     Section 6.8 Amendments. This Agreement may not be amended except by the express written agreement signed by each Stockholder and Identified Bondholders representing at least 85% in aggregate principal amount of the SunCom Wireless Notes.

     Section 6.9 Extension; Waiver. At any time prior to the Effective Time, Identified Bondholders representing at least 85% in aggregate principal amount of the SunCom Wireless Notes, on the one hand, and the Stockholders, on the other hand, may (i) extend the time for the performance of any of the obligations of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (iii) waive compliance with any of the covenants or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

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     Section 6.10 Fees and Expenses. Except as expressly provided in this Agreement, each party is responsible for its own fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and counsel) in connection with the entry into of this Agreement and the consummation of the transactions contemplated hereby.

     Section 6.11 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

     Section 6.12 Rules of Construction. The parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or other document.

     Section 6.13 Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

     Section 6.14 Counterparts; Effectiveness; Execution. This Agreement may be executed in any number of counterparts, all of which are one and the same agreement. This Agreement will become effective and binding upon each Stockholder when executed by such Stockholder and the Identified Bondholders. This Agreement may be executed by facsimile signature by any party and such signature is deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

     Section 6.15 Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement in accordance with Article V the parties to this Agreement will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

     Section 6.16 Submission to Jurisdiction. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in either a state or federal court of competent jurisdiction in the State of New York. By execution and delivery of this Agreement, each of the parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding.

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     Section 6.17 Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation, controversy or other Legal Action directly or indirectly arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (i) no Representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a Legal Action, (ii) such party has considered the implications of this waiver, (iii) such party makes this waiver voluntarily and (iv) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.17.

                   Section 6.18 Chavkin Shares and Excluded Shares. Notwithstanding anything herein to

the contrary, this Agreement shall not apply to the Chavkin Shares or the Excluded Shares.

                                    [Remainder of page intentionally left blank. Signature Page Follows.]

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     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed as of the date first above written.

IDENTIFIED BONDHOLDERS:

LISPENARD STREET CREDIT (MASTER), LTD

By: DiMaio Ahmad Capital LLC, its investment manager

By: _/s/_Lawrence Wolfson
       Name: Lawrence Wolfson
         Title:  Partner

POND VIEW CREDIT (MASTER), L.P.

By: DiMaio Ahmad Capital LLC, its investment manager

By: _/s/_Lawrence Wolfson
       Name: Lawrence Wolfson
         Title:  Partner

[Signature Page to Lock-Up and Voting Agreement]

HIGHLAND CREDIT OPPORTUNITIES CDO, L.P.

By: Highland Credit Opportunities CDO GP, L.P., its general
      partner

By: Highland Credit Opportunities CDO GP, LLC, its general
      partner

By: Highland Capital Management, L.P., its sole member

By: Strand Advisors, Inc., its general partner

By: /s/ Mark K. Okada             
    Name: Mark K. Okada
    Title: Executive Vice President Strand Advisors, Inc.,
    General Partner of Highland Capital Management, L.P.

HIGHLAND SPECIAL OPPORTUNITIES HOLDING
COMPANY

By: Highland Capital Management, L.P., as Collateral Manager

By: Strand Advisors, Inc., its general partner

By: /s/ Mark K. Okada                  
     Name: Mark K. Okada
     Title: Executive Vice President Strand Advisors, Inc.,
     General Partner of Highland Capital Management, L.P.

[Signature Page to Lock-Up and Voting Agreement]

HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.

By: Highland Crusader Fund GP, L.P., its general
      partner

By: Highland Crusader GP, LLC., its general partner

By: Highland Capital Management, L.P., its sole
      member

By: Strand Advisors, Inc., its general partner

By: /s/ Mark K. Okada              
     Name: Mark K. Okada 
     Title: Executive Vice President Strand Advisors, 
     Inc., General Partner of Highland Capital
     Management, L.P.

HIGHLAND CREDIT STRATEGIES MASTER FUND,
L.P.  

By: Highland General Partner, L.P., its general partner

By: Highland GP Holdings LLC, its general partner

By: Highland Capital Management, LP, its sole member

By: Strand Advisors, Inc., its general partner

By: /s/ Mark K. Okada              
    Name: Mark K. Okada 
    Title: Executive Vice President Strand Advisors,
    Inc., General Partner of Highland Capital 
    Management, L.P.

[Signature Page to Lock-Up and Voting Agreement]

HIGHLAND CDO OPPORTUNITY MASTER FUND,
L.P.  

By: Highland CDO Opportunity Fund GP, L.P., its
      general partner

By: Highland CDO Opportunity Fund GP, LLC., its
      general partner

By: Highland Capital Management, L.P., its sole
      member

By: Strand Advisors, Inc., its general partner

By: /s/ Mark K. Okada               
    Name: Mark K. Okada
    Title: Executive Vice President Strand Advisors, 
    Inc., General Partner of Highland Capital 
    Management, L.P.

HIGHLAND CAPITAL MANAGEMENT SERVICES,
INC.  

By: /s/ Mark K. Okada               
  Name: Mark K. Okada
  Title: Officer

[Signature Page to Lock-Up and Voting Agreement]

HIGHLAND CREDIT STRATEGIES FUND

                   By: /s/ M. Jason Blackburn

                     Name: M. Jason Blackburn

                     Title:  Treasurer

RESTORATION OPPORTUNITIES FUND

                   By: M. Jason Blackburn

                      Name:  M. Jason Blackburn

                      Title:  Treasurer

[Signature Page to Lock-Up and Voting Agreement]

STOCKHOLDERS:

J.P. MORGAN PARTNERS (23A SBIC), L.P.

By: CCMP Capital Advisers, LLC

      as Attorney in Fact

             By: /s/ Michael R. Hannon 

                  Name: Michael R. Hannon

                  Title: Managing Director

J.P. MORGAN CAPITAL, L.P.

By: CCMP Capital Advisors, LLC

             as Attorney in Fact

             By: /s/ Michael R. Hannon 

                   Name: Michael R. Hannon

                    Title: Managing Director

SIXTY WALL STREET FUND, L.P.

By: CCMP Capital Advisors, LLC

       as Attorney in Fact

             By: /s/ Michael R. Hannon 

                  Name: Michael R. Hannon

                  Title: Managing Director

SCHEDULE A

STOCKHOLDER OWNERSHIP

	Class A Common
Stockholder	Stock	Total
J.P. Morgan Partners (23A SBIC), L.P.	9,058,407	9,058,407
J.P. Morgan Capital, L.P.	7,549,104	7,549,104
Sixty Wall Street Fund, L.P	376,995	376,995

EX-3

Exhibit 3

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 (the “Exchange Agreement”), pursuant to which the Company is delivering up to 48,304,431 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 $302,115,000 principal amount of 9-3/8% Senior Subordinated Notes due 2011 and $377,139,000 principal amount of 8-3/4% Senior Subordinated No tes 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.

          “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, < FONT face=serif>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 th e 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

2

amendments and supplements to the Prospectus, including 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 HolderQuestionnaire”). 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 Purchase rs 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 P urchasers 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

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amendment, 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 no t then so qualified or subject the Company to any

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material tax in any such jurisdiction where it is 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 e xpenses 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)

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expenses in connection with the preparation, printing, mailing and delivery 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 Securities, including expenses relating to any presentations to rating agencies. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. Notwithstanding anything to the contrary contained herein, in the event of an underwritten offering of the Registrable Securities, the Purchasers shall be responsible for any underwriting discounts or commissions in connection with such offering.

5. Indemnification.

     (a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchasers, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus or otherwise included in the Disclosure Package, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent

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that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of advice in writing (the “Advice”) from the Company that the use of the applicable Prospectus may be resumed or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Comp any shall notify the Purchasers promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. The Company also agrees to indemnify any underwriters of the Registrable Securities, their directors, officers, employees, stockholders, general partners, limited partners, members, advisory directors, managing directors and Affiliates (and directors, officers, employees, stockholders, general partners, limited partners, members, advisory directors, managing directors and controlling persons thereof) on substantially the same basis as that of the indemnification of the Purchasers provided in this Section 5(a) or otherwise on commercially reasonable terms negotiated on an arm’s-length basis with such underwriters

     (b) Indemnification by the Purchasers. Each Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or to the extent based upon: (x) the Purchaser's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or otherwise included in the Disclosure Package, or to the extent arising out of or to the extent based upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities (it being understood that such Purchaser has approved Annex B hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing t hat the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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     (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and, if the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities purs uant to this Agreement, except (and only) to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party.

     An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised in writing by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that i t elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

     All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within five Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any

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other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnificatio n provided for in this Section was available to such party in accordance with its terms.

     The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Purchaser shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Purchaser from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

     The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.   Miscellaneous

     (a) Remedies. In the event of a breach by the Company or by a Purchaser of any of their obligations under this Agreement, each Purchaser or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, may seek (upon proper proof) specific performance of its rights under this Agreement.

     (b) No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not during the Effectiveness Period enter into any agreement providing any such right to any of its security holders.

     (c) No Inconsistent Agreements. The Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Purchasers herein. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Purchasers in this Agreement or grant any additional registration rights to any Person or with respect to any securities which are not Registrable Securities which are prior in right to or inconsistent with the rights granted in this Agreement.

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     (d) Compliance. Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

     (e) Discontinued Disposition.

           (i) Each Purchaser agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii)-(vi), such Purchaser will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Purchaser’s receipt of the copies of the supplemented or amended Prospectus and/or amended Registration Statement, or until such Purchaser’s receipt of the Advice, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

           (ii) Notwithstanding the foregoing, the Company may suspend the effectiveness of the Registration Statement by written notice to the Purchasers for a period not to exceed an aggregate of 30 days in any 90-day period (each such period a “Suspension Period”) if:

                  (1) an event occurs and is continuing as a result of which the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s reasonable judgment, 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 not misleading; and

                  (2) the Company determines in good faith, after consultation with external legal counsel, that the disclosure of such event at such time would be materially detrimental to the Company and its subsidiaries;

      provided that, in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which the Board of Directors of the Company determines in good faith would be reasonably likely to impede the Company’s ability to consummate such transaction, the Company may extend a Suspension Period from 30 days to 45 days; provided, however, that Suspension Periods shall not (i) exceed an aggregate of 90 days in any 360-day period and (ii) occur more than three separate times in any 360-day period. The Company shall not be required to specify in the written notice to the Purchasers the nature of the event giving rise to the Suspension Period.

            (iii) During the occurrence of any Suspension Period, the Company shall use its commercially reasonable efforts to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to permit resumed use of the Registration Statement as soon as possible after the termination of the Suspension Period.

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                (iv) Notwithstanding any provision herein to the contrary, if the Company shall give notice of a Suspension Period pursuant to Section 6(e)(ii) with respect to any Registration Statement, the Company agrees that it shall extend the Effectiveness Period by the number of days during the period from the date of the giving of notice of a Suspension Period to and including the date when the Company provides written notice that the Suspension Period has ended and copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Period.

        (f) Piggy-Back Registrations. (i) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Purchaser written notice of such determination and, if within five Trading Days after receipt of such notice, such Purchaser shall so request in writing , the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered (the “Piggyback Registration”). The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

     (ii) In a Piggyback Registration, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and all Purchasers propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Company shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size:

1. first, such number of Registrable Securities proposed to be offered for the account of the Company, if any, as would not cause the offering to exceed    the Piggyback Maximum Offering Size,

2. second, all Registrable Securities requested to be included in such offering by any Purchasers pursuant to this Section 6(f) (the Registrable Securities  allocated, if necessary for the offering not to exceed the Piggyback Maximum Offering Size, pro rata among the Purchasers on the basis of the relative number of Registrable Securities so requested to be included in such offering by each Purchaser).

3. third, any securities proposed to be registered for the account of any other Persons, with such priorities among them as the Company shall determine.

         (g) Amendments and Waivers. The provisions of this Agreement, including the provisions of this Section 6(g), may not be amended, modified or supplemented, and waivers

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or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and Purchasers holding no less than a majority of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Purchasers and that does not directly or indirectly affect the rights of other Purchasers may be given by Purchasers holding no less than a majority of the then outstanding Registrable Securities to which such waiver or consent relates. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair t he exercise of any such right.

     (h) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on a Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notic e is required to be given. The address for such notices and communications shall be as follows:

If to the Company:	SunCom Wireless Holdings, Inc. 1100 Cassatt Road Berwyn, Pennsylvania 19312 Attention: General Counsel (610) 651-5900 (phone) (610) 722-4288(facsimile)
With a copy to:	Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Simeon Gold (212) 310-8226 (phone) (212) 310-8007 (facsimile) Weil, Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Attention: W. Stuart Ogg (214) 746-7865 (phone) (214) 746-7777 (facsimile)

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If to a Purchaser:	To the address set forth under such Purchaser’s name on the signature pages hereto.
With a copy to:	Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Scott Charles, Esq.

       (i) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Purchaser.

       (j) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

       (k) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. By its execu tion and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in either a state or federal court of competent jurisdiction in the State of New York. By execution and delivery of this Agreement, each of the parties hereto hereby irrevocably accepts and submits itself to the nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

       (l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

      (m) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and

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the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

       (n)   Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

       (o)   Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of each other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein or in any other document entered into in connection herewith, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other document entered into in connection herewith. Each Purchaser acknowledges that no other Purchaser will be a cting as agent of such Purchaser in enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser.

       (p)   No Recourse. This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW]

16

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

SUNCOM WIRELESS HOLDINGS, INC.

By: /s/ Eric Haskell 

Name: Eric Haskell

Title: Executive Vice President and Chief Operating Officer

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

PARDUS EUROPEAN SPECIAL OPPORTUNITIES MASTER FUND L.P.

By: Pardus Capital Management LP, its Investment

Manager

By: Pardus Capital Management LLC, its general

partner

             By: /s/ Karim Samii

             --------------------------------

             Name:  Karim Samii

             Title: Sole Member

Address for Notice:

c/o Pardus Capital Management, L.P.

590 Madison Avenue, 25th Floor, Suite E

New York, New York 10022

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on

behalf of American High-Income Trust

By: /s/ Michael J. Downer

     --------------------------------------------

     Name:  Michael J. Downer

     Title: Vice President and Secretary

Address for Notice:

333 South Hope Street, 55th floor

Los Angeles, California 90071

Attn: Kristine Nishiyama

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on
behalf of The Bond Fund of America, Inc.
By: /s/ Michael J. Downer
--------------------------------------------
Name:	Michael J. Downer
Title:	Vice President and Secretary
Address for Notice:
333 South Hope Street, 55th floor
Los Angeles, California 90071
Attn: Kristine Nishiyama

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on
behalf of The Income Fund of America, Inc.
By: /s/ Michael J. Downer
--------------------------------------------
Name:	Michael J. Downer
Title:	Vice President and Secretary
Address for Notice:
333 South Hope Street, 55th floor
Los Angeles, California 90071
Attn: Kristine Nishiyama

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

LISPENARD STREET CREDIT (MASTER), LTD

By: DiMaio Ahmad Capital LLC, its investment manager

By: /s/ Wes Higgins

     --------------------------------------------

     Name: Wes Higgins

     Title: Partner and Chief Operating Officer

Address for Notice:

c/o DiMaio Ahmad Capital LLC

245 Park Avenue

New York, NY 10167

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

 POND VIEW CREDIT (MASTER), L.P.

By: DiMaio Ahmad Capital LLC, its investment manager

By: /s/ Wes Higgins

     --------------------------------------------

     Name: Wes Higgins

     Title: Partner and Chief Operating Officer

Address for Notice:

c/o DiMaio Ahmad Capital LLC

245 Park Avenue

New York, NY 10167

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND CREDIT OPPORTUNITIES CDO, L.P.
By:	Highland Credit Opportunities CDO GP, L.P., its
	general partner
By:	Highland Credit Opportunities CDO GP, LLC, its
	general partner
By:	Highland Capital Management, L.P., its sole
	member
By:	Strand Advisors, Inc., its general partner
By: /s/ Mark K. Okada
	--------------------------------------------
Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
Address for Notice:
13455 Noel Road, Suite 800
Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

                               HIGHLAND CREDIT OPPORTUNITIES CDO, LTD.

By: Highland Capital Management, L.P., As Collateral Manager
By:	Strand Advisors, Inc., its general partner

                                         By: /s/ Mark K. Okada 
                                         --------------------------------------------
                                         Name: Mark K. Okada
                                         Title: Executive Vice President Strand Advisors,
                                         Inc., General Partner of Highland Capital
                                         Management, L.P.

Address for Notice:

13455 Noel Road, Suite 800

Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND SPECIAL OPPORTUNITIES HOLDING COMPANY

By: /s/ J. Kevin Ciavarra
     Name:  J. Kevin Ciavarra
     Title: Officer

Address for Notice:
13455 Noel Road, Suite 800
Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.
By:	Highland Crusader Fund GP, L.P., its general      partner
By:	Highland Crusader Fund GP, LLC., its general      partner
By:	Highland Capital Management, L.P., its sole      member
By:	Strand Advisors, Inc., its general partner
By: /s/ Mark K. Okada
	-------------------------------------------- Name: Mark K. Okada Title: Executive Vice President Strand Advisors,                Inc., General Partner of Highland Capital                Management, L.P.
Address for Notice: 13455 Noel Road, Suite 800

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND CREDIT STRATEGIES MASTER FUND, L.P.
By:      Highland General Partner, L.P., its general            partner
By:      Highland GP Holdings LLC, its general partner
By:      Highland Capital Management, LP, its sole member
By:      Strand Advisors, Inc., its general partner
By: /s/ Mark K. Okada
	--------------------------------------------
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
Address for Notice:
13455 Noel Road, Suite 800
Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND CDO OPPORTUNITY MASTER FUND, L.P.
By:      Highland CDO Opportunity Fund GP, L.P., its                general partner
By:      Highland CDO Opportunity Fund GP, LLC., its                general partner
By:      Highland Capital Management, L.P., its sole        member
By:      Strand Advisors, Inc., its general partner
By: /s/ Mark K. Okada
	--------------------------------------------
	Name: Mark K. Okada
	Title: Executive Vice President Strand Advisors,
	Inc., General Partner of Highland Capital
	Management, L.P.
Address for Notice:
13455 Noel Road, Suite 800
Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

HIGHLAND CAPITAL MANAGEMENT SERVICES, INC.

By: /s/ Mark K. Okada

     --------------------------------------------

     Name: Mark K. Okada

     Title: Officer

Address for Notice:

13455 Noel Road, Suite 800

Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

 HIGHLAND CREDIT STRATEGIES FUND

By: /s/ Mark K. Okada

     --------------------------------------------

     Name: Mark K. Okada

     Title: Executive Vice President

Address for Notice:

13455 Noel Road, Suite 800

Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

 RESTORATION OPPORTUNITIES FUND

By: /s/ Mark K. Okada

     --------------------------------------------

     Name: Mark K. Okada

     Title: Executive Vice President

Address for Notice:

13455 Noel Road, Suite 800

Dallas, TX 75240

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

ORIX FINANCE CORP.

By: /s/ Christopher L. Smith

     --------------------------------------------

     Name: Christopher L. Smith

     Title: Authorized Representative

Address for Notice:

1717 Main St., Suite 900

Dallas, TX 75201

Attn: Operations Manager

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

GOLDMAN, SACHS & CO.

By: /s/ Justin Gmelich

     --------------------------------------------

     Name: Justin Gmelich

     Title: Partner - Managing Director

Address for Notice:

1 New York Plaza

New York, NY 10004

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

     J.P. MORGAN SECURITIES INC.

By: /s/ Gary Gabrysh

     ----------------------------------

     Name: Gary Gabrysh

     Title: Associate

Address for Notice:

500 Stanton Christiana Road

Newark, DE 19803

Annex A

SUNCOM WIRELESS HOLDINGS, INC.
SELLING STOCKHOLDER QUESTIONNAIRE

The undersigned beneficial holder of Class A common stock, par value $.01 per share (“Class A Common Stock”), of SunCom Wireless Holdings, Inc. (the “Registrant”), understands that the Registrant intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the undersigned’s Class A Common Stock, in accordance with that certain Registration Rights Agreement (“Registration Rights Agreement 8;), dated as of ________, 2007, among the Registrant and the Purchasers (as defined in the Registration Rights Agreement) party thereto.

In order to sell or otherwise dispose of any shares of Class A Common Stock pursuant to the Shelf Registration Statement, the undersigned will be required to be named as a selling stockholder in the related prospectus and deliver a prospectus to purchasers of the undersigned’s Class A Common Stock. Certain legal consequences arise from being named as a selling stockholder in the Shelf Registration Statement and the related prospectus. Accordingly, you are advised to consult your own securities law counsel regarding the consequences of being named as a selling stockholder in the Shelf Registration Statement and the related prospectus.

The undersigned hereby provides the following information to the Registrant and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE
1.	(a)	Full Legal Name of Selling Stockholder: _______________________________
	(b)	Full Legal name of Registered Holder (if not the same as (a) above) through which
		shares of Class A Common Stock Listed in Item 3 below are held:
	_____________________________________________________________________
	(c)	Full Legal Name of DTC participant (if applicable and if not the same as (b) above)
		through which shares of Class A Common Stock listed in Item 3 below are held:
	_____________________________________________________________________
2.	Address for Notices to Selling Stockholder:
Telephone: _________________________________________________________________

Fax: __________________________________________________________________________
Contact Person: __________________________________________________________________
3.	Number of Shares of Class A Common Stock Beneficially Owned:
4.	Beneficial Ownership of Other Securities of the Registrant.
	Except as set forth below in this Item 4, the undersigned is not the beneficial or registered
	owner of any securities of the Registrant other than the shares of Class A Common Stock
	listed above in Item 3.
	Type and Amount of Other Securities Beneficially Owned (including options, warrants, etc.):
	__________________________________________________________________________
	__________________________________________________________________________
5.	Relationships with the Registrant:
	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors
	or principal equity holders (5% or more) has held any position or office or has had any other
	material relationship with the Registrant (or its predecessors or affiliates) during the past
	three years.
State any exceptions here:____________________________________________________________
________________________________________________________________________________
6.	Plan of Distribution:
	Except as set forth below, the undersigned (including its donees, pledgees or distributees)
	intends to distribute the Class A Common Stock listed above in Item 3 pursuant to the Shelf
	Registration Statement only as follows (if at all). Such shares of Class A Common Stock
	may be sold from time to time directly by the undersigned or, alternatively, through
	underwriters, broker-dealers or agents. If shares of Class A Common Stock are sold
	through underwriters or broker-dealers, the Selling Stockholder will be responsible for
	underwriting discounts or commissions or agent’s commissions. Such shares of Class A
	Common Stock may be sold in one or more transactions at fixed prices, at prevailing market
	prices at the time of sale, at varying prices determined at the time of sale, or at negotiated
	prices. Such sales may be effected in transactions (which may involve block transactions)
	(i) on any national securities exchange or quotation service on which the Class A Common
	Stock may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
	transactions otherwise than on such exchanges or services or in the over-the-counter market,
	or (iv) through the writing of options. In connection with sales of Class A Common Stock,
	the undersigned may enter into hedging transactions with broker-dealers, which may in turn
	engage in short sales of the Class A Common Stock in the course of hedging positions they
	assume. The undersigned may also sell Class A Common Stock short and deliver Class A
	Common Stock to close out short positions, or loan or pledge Class A Common Stock to

                   broker-dealers that in turn may sell such securities. The undersigned has not made any

                   arrangements with any underwriters or broker-dealers relating to the distribution or sale of

                   the shares of common stock beneficially owned by the undersigned.

State any exceptions here:_____________________________________________________

_________________________________________________________________________

Note: Except as set forth in the Registration Rights Agreement, in no event will such methods of

distribution take the form of an underwritten offering of the Class A Common Stock without the

prior agreement of the Registrant.

The undersigned acknowledges that it understands its obligation to comply with the provisions of the

Securities and Exchange Act of 1934, as amended, and the rules thereunder relating to stock

manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in

connection with any offering of Class A Common Stock pursuant to the Shelf Registration

Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in

any transaction in violation of such provisions.

The undersigned agrees to promptly notify the Registrant of any inaccuracies or changes in the

information provided herein that may occur subsequent to the date hereof at any time while the Shelf

Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in

its answers to Items 1 through 6 above and the inclusion of such information in the Shelf Registration

Statement and the related prospectus. The undersigned understands that such information will be

relied upon by the Registrant in connection with the preparation or amendment of the Shelf

Registration Statement and the related prospectus.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Questionnaire

to be executed and delivered either in person or by its duly authorized agent.

                                                                                                                         ______________________________

                                                                                                                         Beneficial owner

                                                                                                                         By:____________________________

                                                                                                                         Name:_________________________

                                                                                                                         Title:___________________________    

Dated: _____________________ 

Annex B

Plan of Distribution

The undersigned (including its donees, pledgees or distributees) intends to distribute the Class A Common Stock listed in this Shelf Registration Statement only as follows (if at all). Such shares of Class A Common Stock may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If shares of Class A Common Stock are sold through underwriters or broker-dealers, the Selling Stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. Such shares of Class A Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Class A Common Stock may be listed or quoted at the time of sale, (ii) in t he over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of Class A Common Stock, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Class A Common Stock in the course of hedging positions they assume. The undersigned may also sell Class A Common Stock short and deliver Class A Common Stock to close out short positions, or loan or pledge Class A Common Stock to broker-dealers that in turn may sell such securities. The undersigned has not made any arrangements with any underwriters or broker-dealers relating to the distribution or sale of the shares of common stock beneficially owned by the undersigned.

EX-4

EXHIBIT 4

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Dated as of May  25 , 2007.

                                                 Lispenard Street Credit (Master), Ltd.

                                                                                  By: DiMaio Ahmad Capital LLC, its investment manager

                                  By: /s/ W. Wesley Higgins

                                 Name:   W. Wesley Higgins

                                    Title:   Chief Operating Officer

                                        Pond View Credit (Master), L.P.

                                                                                     By: DiMaio Ahmad Capital LLC, its investment manager

                                 By: /s/ W. Wesley Higgins

                               Name: W. Wesley Higgins

                                  Title: Chief Operating Officer

                                 DiMaio Ahmad Capital LLC

                                                                                  By: DiMaio Ahmad Management LLC, its management
member

                 By:  /s/ Jack DiMaio

                     Name: Jack DiMaio

                           Title: Authorized Person

                                                   DiMiao Ahmad Management LLC

             By: /s/ Jack DiMaio

                         Name: Jack DiMaio

                                  Title: Authorized Person

Jack DiMaio

              /s/ Jack DiMaio________

Nasser Ahmad

             /s/ Nasser Ahmad_______