Director Fee Waiver Letter Agreement between Pardus Capital Management Representatives and SunCom Wireless Holdings, Inc.

Summary

This agreement, dated May 14, 2007, is between Karim Samii and Joseph Thornton (representatives of Pardus Capital Management) and SunCom Wireless Holdings, Inc. Samii and Thornton agree to waive their rights to receive any director fees, including cash or equity, for serving on SunCom's Board of Directors. However, they retain the right to be reimbursed for expenses related to their board participation. The agreement does not affect any other rights they have as directors. The waiver is acknowledged by SunCom's Executive Vice President and CFO.

EX-10.5 2 w37660exv10w5.htm LETTER AGREEMENT WAIVER, DATED MAY 14, 2007 exv10w5

Exhibit 10.5

[Pardus Capital Management Letterhead]

Michael E. Kalogris
Chairman of the Board of Directors
SunCom Wireless Holdings, Inc.
1100 Cassatt Road
Berwyn, PA 19312

May 14, 2007

Dear Mike:

In connection with our participation on the Board of Directors of SunCom Wireless Holdings, Inc. (the “Company”), each of the undersigned, Karim Samii and Joseph Thornton, hereby waive the right to receive any directors’ fees (whether in the form of cash, equity compensation or otherwise) in connection with such participation. Notwithstanding the foregoing, the undersigned, on behalf of themselves, Pardus European Special Opportunities Master Fund L.P., and their respective affiliates, retain the right to receive any reimbursement of expenses in connection with such participation.

This letter shall not be construed to otherwise negatively affect in any manner the rights appurtenant to a position as a director of the Company.


	Best regards,
	/s/ Karim Samii
	Karim Samii



	/s/ Joseph Thornton
	Joseph Thornton

Acknowledged and agreed:

SunCom Wireless Holdings, Inc.


By:		/s/ Eric Haskell

Name:		Eric Haskell
Title:		Executive Vice President CFO