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Exhibit 4.3  






 

MetroPCS, Inc.  


$245,000,000  


 Series D Convertible Preferred Stock  


 and  


 $5,000,000  


 6% Subordinated Convertible Notes due 2002  




SECURITIES PURCHASE AGREEMENT  


Dated as of July 17, 2000  


 



  







  



 
 

TABLE OF CONTENTS    
    



	 
	 
	 	Page

	ARTICLE I	 	 
	 	
 SALE AND PURCHASE OF THE SECURITIES	
 	

1
	 	Section 1.1	Authorization of Preferred Stock	 	1
	 	Section 1.2	Authorization of Notes	 	1
	 	Section 1.3	Sale and Purchase of the Preferred Stock and the Notes	 	1
	 	Section 1.4	Right to Unpurchased Shares	 	1
	

ARTICLE II	
 	

 
	 	
 CLOSINGS	
 	

2
	 	Section 2.1	Initial Closing	 	2
	 	Section 2.2	Subsequent Closing	 	2
	

ARTICLE III	
 	

 
	 	
 CONDITIONS TO INITIAL CLOSING	
 	

3
	 	Section 3.1	Representations and Warranties	 	4
	 	Section 3.2	Performance; No Default	 	4
	 	Section 3.3	Consents and Approvals	 	4
	 	Section 3.4	Board Observers	 	4
	 	Section 3.5	Opinion of Counsel	 	4
	 	Section 3.6	Certificate of Designations	 	4
	 	Section 3.7	Documents	 	4
	

ARTICLE IIIA	
 	

 
	 	
 CONDITIONS TO SUBSEQUENT CLOSING	
 	

5
	 	Section 3A.1	Representations and Warranties	 	5
	 	Section 3A.2	Performance; No Default	 	5
	 	Section 3A.3	Consents and Approvals	 	5
	 	Section 3A.4	Court Decision Satisfactory	 	5
	 	Section 3A.5	Shareholders Agreement	 	5
	 	Section 3A.6	Subordinated Convertible Notes and Preferred Stock	 	6
	 	Section 3A.7	Opinions of Counsel	 	6
	 	Section 3A.8	Fees and Expenses	 	6
	 	Section 3A.9	Debt Reduction	 	6
	 	Section 3A.10	Material Adverse Change	 	6
	 	Section 3A.11	Documents	 	6
	 	Section 3A.12	Certificate of Compliance	 	7
	

ARTICLE IV	
 	

 
	 	
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY	
 	

7
	 	Section 4.1	Organization; Power and Authority	 	7
	 	Section 4.2	Authorization	 	7
	 	Section 4.3	Organization and Ownership of Shares of Subsidiaries	 	8
	 	Section 4.4	Compliance with Laws, Other Instruments, etc	 	8
	 	Section 4.5	Litigation	 	8
	 	Section 4.6	Non-Registration	 	8
	 	Section 4.7	Capitalization of the Company	 	9
	 	Section 4.8	Financial Statements	 	9
	 	 	 	 





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	 	Section 4.9	Absence of Undisclosed Liabilities	 	10
	 	Section 4.10	Absence of Certain Developments	 	10
	 	Section 4.11	Title to Properties	 	10
	 	Section 4.12	Tax Matters	 	11
	 	Section 4.13	Contracts and Commitments	 	11
	 	Section 4.14	Environmental Matters	 	12
	 	Section 4.15	Affiliate Transactions	 	12
	 	Section 4.16	Intellectual Property	 	13
	 	Section 4.17	Employee Benefit Plans	 	14
	 	Section 4.18	Employee and Labor Matters	 	15
	 	Section 4.19	Brokers' and Finders' fees	 	16
	 	Section 4.20	Insurance	 	16
	 	Section 4.21	Private Sale	 	16
	

ARTICLE V	
 	

 
	 	
 REPRESENTATIONS AND WARRANTIES OF PURCHASERS	
 	

17
	 	Section 5.1	Purchase for Investment	 	17
	 	Section 5.2	Unregistered Securities; Legend	 	17
	 	Section 5.3	Power and Authority; Due Authorization	 	17
	 	Section 5.4	Accredited Investor	 	17
	

ARTICLE VI	
 	

 
	 	
 PAYMENTS, ETC.	
 	

18
	 	Section 6.1	Place of Payment	 	18
	 	Section 6.2	Payments Due on Non-Business Days	 	18
	 	Section 6.3	Optional Prepayments of Notes	 	18
	 	Section 6.4	Dividends on Preferred Stock	 	18
	

ARTICLE VII	
 	

 
	 	
 COVENANTS OF THE COMPANY	
 	

18
	 	Section 7.1	Corporate Existence; Conduct of Business	 	18
	 	Section 7.2	Payment of Obligations	 	18
	 	Section 7.3	Information	 	19
	 	Section 7.4	Use of Proceeds	 	19
	 	Section 7.5	Payment of Taxes, Compliance with Laws, etc.	 	19
	 	Section 7.6	Insurance	 	19
	 	Section 7.7	Maintenance of Properties	 	20
	 	Section 7.8	Stockholders Agreement	 	20
	 	Section 7.9	Reservation of Shares	 	20
	 	Section 7.10	Board of Directors	 	20
	 	Section 7.11	Diligent Prosecution; Litigation	 	20
	 	Section 7.12	Inspection	 	20
	 	Section 7.13	Temporary Limitation on Issuance of Equity Securities	 	20
	

ARTICLE VIII	
 	

 
	 	
 TRANSFER AND EXCHANGE	
 	

21
	 	Section 8.1	Limited Restrictions on Transfer	 	21
	 	Section 8.2	Registration of Securities	 	21
	 	Section 8.3	Transfer and Exchange	 	21
	 	Section 8.4	Replacement of Notes and Preferred Stock Certificates	 	21
	 	 	 	 



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ARTICLE IX	
 	

 
	 	
 MISCELLANEOUS	
 	

22
	 	Section 9.1	Indemnification	 	22
	 	Section 9.2	Notice; Defense of Claims	 	22
	 	Section 9.3	Survival of Representations and Warranties	 	23
	 	Section 9.4	Amendment and Waiver	 	23
	 	Section 9.5	Notices	 	24
	 	Section 9.6	Successors and Assigns	 	25
	 	Section 9.7	Severability	 	25
	 	Section 9.8	Counterparts	 	25
	 	Section 9.9	Jury Waiver	 	25
	 	Section 9.10	Governing Law	 	25
	 	Section 9.11	Final Agreement of the Parties	 	25
	 	Section 9.12	Further Assurances	 	26
	 	Section 9.13	Publicity	 	26
	 	Section 9.14	Headings	 	26
	 	
 Annex A	

Certain Definitions	
 	

 
	 	Schedule 1	Purchasers	 	 
	 	Schedule 2	Subsidiaries	 	 
	 	Exhibit A	Form of Certificate of Designations, Preferences and Rights Relating to the Series D Convertible Preferred Stock	 	 
	 	Exhibit B	Form of 6% Subordinated Convertible Notes due 2002	 	 
	 	Exhibit C	Form of Commitment Letter	 	 
	 	Exhibit D	Amended and Restated Stockholders Agreement	 	 




iii









  





        This SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000 (this "Agreement"), is executed by and among MetroPCS, Inc., a
Delaware corporation (the "Company"), subsidiaries listed on Schedule 2 hereto (collectively, the
"Subsidiaries") and each of the PURCHASERS listed on Schedule 1 hereto (collectively, together
with their successors and assigns, the "Purchasers"). 


        Capitalized
terms used herein not otherwise defined, shall have the meanings set forth on Annex A hereto. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, the Company desires to sell, and the Purchasers desire to purchase, shares of the Company's Series D Convertible Preferred Stock (the
"Preferred Stock") and the Company's 6% Subordinated Convertible Notes due 2002 (the "Notes"); and 


        WHEREAS,
the Company and the Purchasers desire to set forth certain agreements and certain terms and conditions regarding (i) the sale and purchase of the Preferred Stock and the
Notes, and (iii) the relationship between the Company and the Purchasers; 


        NOW,
THEREFORE, the parties agree as follows: 


 
 

ARTICLE I    
    
    SALE AND PURCHASE OF THE SECURITIES    
    


        Section 1.1    Authorization of Preferred Stock    



        The
Company has authorized the issuance and sale of its Preferred Stock with an aggregate liquidation preference of up to $250,000,000, and Preferred Stock with an aggregate liquidation
preference of at least $150,000,000 may be issued and sold pursuant to this Agreement. The form of the Certificate of Designations, Preferences and Rights relating to the Preferred Stock (the
"Certificate of Designations") is set forth in Exhibit A. 


        Section 1.2    Authorization of Notes    



        The
Company has authorized the issue and sale of up to $5,000,000 aggregate principal amount of its 6% Subordinated Convertible Notes due 2002. The Notes shall be in the form set out in  Exhibit B.



        Section 1.3    Sale and Purchase of the Preferred Stock and the Notes    


        (a)   The
Company hereby agrees to sell, and each Purchaser hereby agrees to purchase, Notes in an aggregate principal amount, and shares of Preferred Stock up to an aggregate
liquidation preference, each as set forth opposite the name of each Purchaser on Schedule 1. The terms and conditions regarding the sale and purchase of the Notes and Preferred Stock are as set
forth herein. Each share of Preferred Stock initially shall have a liquidation preference of $100. 


        (b)   All
Notes shall be issued at the Initial Closing (as defined below), and the entire amount payable by each Purchaser in respect of the Notes shall be payable to the
Company, in immediately available funds. Subject to the terms and conditions hereof, the Preferred Stock shall be issued at the Subsequent Closing (as defined below), and payment therefor will be
payable by each Purchaser to the Company in immediately available funds. 


        Section 1.4    Right to Unpurchased Shares    


        In
the event that any Purchaser elects not to purchase any shares of Preferred Stock at the Subsequent Closing in accordance with the provisions of Article IIIA hereof, each of
the other Purchasers shall have the right to purchase such unpurchased shares of Preferred Stock. If more than one Purchaser wishes to purchase such unpurchased shares, the unpurchased shares shall be
allocated 


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among
such Purchasers pro rata in accordance with the number of shares of Preferred Stock initially allocated to such Purchasers under this Agreement. 


 
 

ARTICLE II    
    
    CLOSINGS    
    


        Section 2.1    Initial Closing    



        The
sale of the Notes to the Purchasers shall take place at the offices of Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019, at 10:00 a.m., New York time, at a
closing (the "Initial Closing") on July 17, 2000. At the Initial Closing, the Company will issue to Purchasers Notes registered in each
Purchaser's name (or in the name of its nominee), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser against payment of the consideration payable by such Purchaser
for such Notes. The Company shall deliver to each Purchaser, at the Closing, each Purchaser's Notes. 


        Section 2.2    Subsequent Closing    



        (a)   The
sale of the Preferred Stock shall take place at the offices of Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019, at 10:00 a.m., New York
time (the "Subsequent Closing") on a date determined as set forth below. The Purchasers shall be obligated to remit to the Company $150 million
of the Commitment Amount (as defined below) no later than on the third Business Day following the Subsequent Closing. Any Commitment Amount in excess of $150 million shall be remitted to the
Company by the Purchasers no later than ten Business Days after receipt of a demand for funding from the Company, as determined by the Board of Directors. 



        Funding
shall be made pro-rata, based on the Commitment Amount for each Purchaser. All remittances of Commitment Amounts by the Purchasers shall be made by wire transfer in
immediately available funds to the account specified by the Company. The Commitments shall remain in full force and effect for three years from the date of the Subsequent Closing. 


        (b)   The
Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase
Preferred Stock, stating the amount of liquidation preference thereof (the "Commitment Amount") in the form of  Exhibit C hereto (the "Commitments") beginning on the date of the written order of the U.S. Court
of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the
Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated. 


        (c)   Each
Purchaser and the Company shall make any necessary filings for approvals under the Hart/Scott/Rodino Antitrust Improvement Act (the "HSR
Act") not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing. The
Purchasers shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. 



        (d)   If
as of the close of business on the fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment
Determination Date") the aggregate Commitment Amount is at least $245 million, the Subsequent Closing shall occur on a date determined by the Company as soon as
practicable after all necessary approvals under the HSR Act are received by the Company and each Purchaser. On the Business Day following the Commitment Determination Date, the Company shall notify
each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. 


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        (e)   If
as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $245 million, the following shall occur: 



        (i)    Each
Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by written notice delivered to the Company no later than
5:00 p.m. New York time on the Business Day following the Commitment Determination Date, and such Purchaser's Commitment shall terminate. 



        (ii)   The
Commitments of the Purchasers (including, subject to Section 2.2(i), any Affiliate assignee thereof) who do not terminate their Commitments pursuant to
paragraph (e)(i) above, shall become irrevocable, and such Purchasers shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock during the
seven Business Days following the Commitment Determination Date by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable
pro-rata, based on the total Commitment Amount for each Purchaser as of the close of business on the Business Day following the Commitment Determination Date. 




        (f)    If
as of the close of business on the seventh Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than
$245 million, the Company shall have the right, during the eighth through the twentieth Business Day following the Commitment Determination Date, to accept Commitments from additional
purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $245 million aggregate amount. After the Subsequent Closing, any additional
funding of Commitments made by any additional purchaser of Preferred Stock pursuant to this subsection (f) shall be made in an amount equal to the Commitment Amount corresponding to such
additional purchaser multiplied by a fraction, the numerator of which is $150 million and the denominator of which is the aggregate Commitment Amount as of the Subsequent Closing. 


        (g)   Notwithstanding
paragraph (f) above, if as of twelve o'clock noon, New York, time on the seventh Business Day after the Commitment Determination Date the
aggregate Commitment Amount is at least $150 million, the Subsequent Closing shall occur on the seventh Business Day following the Commitment Determination Date or a later date determined by
the Company, provided that all necessary approvals under the HSR Act have been received by the Company and the applicable Purchasers. 



        (h)   If
as of the close of business on the twentieth Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million,
the purchase of the Preferred Stock shall be rescinded, and the Commitments shall terminate. 


        (i)    Any
Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates and (ii) any of its partners,
limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or
its Affiliates; provided, in the case of (i) and (ii) above, that such Purchaser retains the voting rights relating to such Preferred
Stock. 


 
 

ARTICLE III    
    
    CONDITIONS TO INITIAL CLOSING    
    


        Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchasers at the Initial Closing is subject to the satisfaction or waiver, prior
to or at the Initial Closing, of the following conditions. 


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        Section 3.1    Representations and Warranties    


        The
representations and warranties of the Company contained in this Agreement shall be true and correct in all respects on and as of the date of the Initial Closing; and officers'
certificates to such effect executed by the Company shall be delivered to the Purchasers. 


        Section 3.2    Performance; No Default    


        The
Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Initial
Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof), no Default or Event of Default shall have occurred and be continuing. 



        Section 3.3    Consents and Approvals    


        The
Company and each Purchaser shall have obtained all consents, authorizations and approvals necessary for the consummation of the transactions involving the issuance and purchase of
the Notes contemplated hereby. The Board of Directors and the stockholders of the Company shall have duly adopted resolutions in form reasonably satisfactory to the Purchasers authorizing the Company
to consummate the transactions involving the issuance and purchase of the Notes contemplated hereby in accordance with the terms hereof. 



        Section 3.4    Board Observers    


        The
Company shall have appointed one person designated by Chase Capital Partners and one person designated by MC Venture Partners, as observers entitled to attend all meetings of the
Board of Directors of the Company held after the Initial Closing. In the event that Joseph T. McCullen, Jr. no longer serves on the Board of Directors or is no longer affiliated with Whitney &
Co., the Company shall appoint one person designated by Whitney & Co., as an observer entitled to attend all meetings of the Board of Directors. The Company hereby agrees to provide such
observers with all notices and written materials provided to directors of the Company after the Initial Closing simultaneously with delivery of such notices and materials to the directors. 


        Section 3.5    Opinion of Counsel    


        The
Purchasers shall have received from counsel for the Company, Andrews & Kurth L.L.P., a legal opinion in form and substance reasonably satisfactory to the Purchasers. 


        Section 3.6    Certificate of Designations    



        The
Certificate of Designations, Preferences and Rights of the Company's Series D Convertible Preferred Stock, substantially in the form set forth on  Exhibit A hereto, shall have been duly
accepted for filing by the office of the Secretary of State of the State of Delaware and shall be in full
force and effect. 


        Section 3.7    Documents    


        The
Company shall have executed and/or delivered to the Purchasers (or shall have caused to be executed and delivered to the Purchasers by the appropriate persons) the following: 



        (a)   The
Notes; 


        (b)   Certified
copies of resolutions of the Board of Directors (and, where necessary, the stockholders) of the Company authorizing the execution and delivery of this
Agreement, the Stockholders Agreement, the Certificate of Designations relating to the Preferred Stock, the issuance of the Preferred Stock and the Notes, and upon conversion of the Preferred Stock,
the issuance of Class C Common Stock; 



4









  




        (c)   A
copy of the amended certificate of incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; 



        (d)   A
copy of the amended by-laws of the Company certified by the Company's Secretary; 


        (e)   Certificates
issued by the Secretary of State of the State of Delaware and such states in which the Company is qualified as a foreign corporation, certifying that the
Company is in good standing in their respective states; 


        (f)    Certificates
issued by the Secretary of State of such states in which the subsidiaries of the Company are incorporated, certifying that each of such subsidiaries is in
good standing in such states; and 


        (g)   Such
other supporting documents and certificates as the Purchasers may reasonably request. 



 
 

ARTICLE IIIA    
    
    CONDITIONS TO SUBSEQUENT CLOSING    
    


        Each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Subsequent Closing is subject to the satisfaction or
waiver, prior to or at the Subsequent Closing, of the following conditions. 


        Section 3A.1    Representations and Warranties    


        The
representations and warranties of the Company contained in this Agreement shall be true and correct in all respects on and as of the date of the Subsequent Closing as if made on such
date. 


        Section 3A.2    Performance; No Default    



        The
Company shall have performed and complied with all agreements, covenants and conditions contained in this Agreement required to be performed or complied with by it prior to or at the
Subsequent Closing, and after giving effect to the issue and sale of the Preferred Stock (and the application of the proceeds thereof), no Default or Event of Default shall have occurred and be
continuing. 


        Section 3A.3    Consents and Approvals    


        The
Company and each Purchaser shall have obtained all governmental, third-party, Board and stockholder consents, authorizations and approvals necessary for the consummation of the
transactions contemplated hereby including, without limitation, under the HSR Act, as amended, which consents shall be in full force and effect. 


        Section 3A.4    Court Decision Satisfactory    


        The
written decision of the U.S. Court of Appeals for the Fifth Circuit relating to the Company's FCC Litigation shall be acceptable in all respects to each Purchaser in its sole and
absolute discretion, and the FCC Decision Date shall have been no later than the first anniversary of the date of this Agreement. 



        Section 3A.5    Shareholders Agreement    


        The
Amended and Restated Shareholders Agreement of the Company, substantially in the form set forth on Exhibit D hereto, shall have
been duly executed by all parties thereto and shall be in full force and effect. 


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        Section 3A.6    Subordinated Convertible Notes and Preferred Stock    


        In
excess of 90% of all outstanding convertible notes and preferred stock of the Company shall have been converted in full into Class C Common Stock of the Company. 


        Section 3A.7    Opinions of Counsel    



        The
Purchasers shall have received from counsel for the Company, Andrews & Kurth L.L.P., and from FCC counsel to the Company, Skadden, Arps, Slate, Meagher & Flom, L.L.P.,
legal opinions in form and substance reasonably satisfactory to the Purchasers. 


        Section 3A.8    Fees and Expenses    


        All
fees and expenses incurred by the Company or any Purchaser in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions
contemplated hereby, including, without limitation, the reasonable fees and expenses of counsel to the Purchasers, shall be deducted from the proceeds remitted to the Company on the Subsequent
Closing; provided, however, that the total fees and expenses of counsel to the Purchasers shall not
exceed $100,000 with respect to the Initial Closing and an amount to be agreed upon by the Company with respect to the Subsequent Closing. The fees for the applicable Purchasers' HSR Act filings shall
be paid by the Company at the time of such filings. 


        Section 3A.9    Debt Reduction    



        Immediately
prior to the Subsequent Closing, total outstanding indebtedness for funded debt or available borrowings to the Company, not including the Notes issued at the Initial Closing,
shall not exceed $114 million, including debt evidenced by loans from the FCC and Lucent Technologies, Inc., and all documentation governing or evidencing such indebtedness and any
collateral therefor shall be acceptable to each Purchaser in its sole and absolute discretion. 


        Section 3A.10    Material Adverse Change    



        In
the sole and absolute judgment of each Purchaser, there shall have occurred no material and adverse change in the business, finances or prospects of the Company, or in the conditions
or prospects of the PCS market in any of the Company's BTAs. 


        Section 3A.11    Documents    


        The
Company shall have executed and/or delivered to the Purchasers (or shall have caused to be executed and delivered to the Purchasers by the appropriate persons) the following: 



        (a)   Certificates
representing the Preferred Stock; 


        (b)   Certified
copies of resolutions of the Board of Directors (and, where necessary, the stockholders) of the Company authorizing the execution and delivery of this
Agreement, the Stockholders Agreement, the Certificate of Designations relating to the Preferred Stock, the issuance of the Preferred Stock and the Notes, and upon conversion of the Preferred Stock,
the issuance of Class C Common Stock; 


        (c)   A
copy of the amended certificate of incorporation of the Company, including the Certificate of Designations relating to the Preferred Stock, certified as of a recent
date by the Secretary of State of the State of Delaware; 


        (d)   A
copy of the amended by-laws of the Company certified by the Company's Secretary; 


        (e)   Certificates
issued by the Secretary of State of the State of Delaware and such states in which the Company is qualified as a foreign corporation, certifying that the
Company is in good standing in their respective states; 



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        (f)    Certificates
issued by the Secretary of State of such states in which the subsidiaries of the Company are incorporated, certifying that each of such subsidiaries is in
good standing in such states; and 


        (g)   Such
other supporting documents and certificates as the Purchasers may reasonably request. 




        Section 3A.12    Certificate of Compliance    



        The
Company shall have delivered to the Purchasers an officer's certificate certifying that all of the foregoing conditions have been satisfied, and which shall meet the representations
and warranties set forth in Section 4.7 below. 


 
 

ARTICLE IV    
    
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY    
    


        The Company represents and warrants to, and covenants and agrees with, the Purchasers as follows: 



        Section 4.1    Organization; Power and Authority    


        The
Company and each subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to conduct business
as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, have a Material Adverse Effect. The Company and each subsidiary has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Notes and the Preferred Stock and to
perform the provisions hereof and thereof. The copies of the certificate of incorporation and by-laws of the Company and each of its Subsidiaries, each as amended to date, which have been
furnished to counsel for the Purchasers, are correct and complete at the date hereof. Neither the Company nor any of its Subsidiaries is in violation of any term of its certificate of incorporation or
by-laws or any material agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to the Company or any of its Subsidiaries, except for violations
which, singly or in the aggregate, would not have a Material Adverse Effect. 


        Section 4.2    Authorization    


        Each
of the Transaction Documents, at the time of execution and delivery of such document and at the Initial Closing and Subsequent Closing, as applicable, shall have been duly
authorized by all necessary action on the part of the Company, and, assuming the due authorization, execution and delivery of each Transaction Document by each of the other parties thereto, each of
the Transaction Documents shall constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be
limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, (ii) by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) to the extent that rights to indemnification and contribution may be limited by
the federal or state securities laws or public policy relating thereto. Other than as may be required under the Hart/Scott/Rodino Antitrust Improvement Act, as amended, and Regulation D under
the Securities Act (which filing shall be made by the Company in accordance therewith), no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority
including, without limitation, the FCC, is required of the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated
hereby. 


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        Section 4.3    Organization and Ownership of Shares of Subsidiaries    


        Schedule 2 sets forth a complete and accurate list of all Subsidiaries of the Company and the jurisdiction of organization of each.
Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified to conduct
business as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the aggregate, have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own
or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. 


        Section 4.4    Compliance with Laws, Other Instruments, etc    



        The
execution, delivery and performance by the Company of this Agreement, after taking into account the use of the proceeds thereof, will not (a) conflict with or result in any
default under any material agreement, contract, obligation or commitment of the Company or any of its Subsidiaries or any charter or by-law provision or corporate restriction of the
Company or any of its Subsidiaries; (b) result in the creation of any lien, charge or encumbrance of any nature upon any of the properties or assets of the Company or any of its Subsidiaries;
or (c) violate any material instrument, judgment, decree, order, statute, rule or regulation of any federal, state or local government or agency applicable to the Company or any of its
Subsidiaries or to which the Company or any of its Subsidiaries is a party. 



        Except
as disclosed in Schedule 4.4 each of the Company and its Subsidiaries has all franchises, permits, licenses and other rights
and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted by the Company and each of its Subsidiaries except where the failure to possess such
rights and privileges would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation, in any material respect, of any law, regulation, authorization or order
of any public authority and the Company and each of its Subsidiaries is in compliance, in all material respects, with all federal, state and local laws and regulations (including all applicable
environmental laws and regulations) relating to its business as presently conducted, except as disclosed in Schedule 4.4. None of the Company,
any of its Subsidiaries or any of their respective affiliates has been: (a) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (b) subject to any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or
temporarily enjoining it or him from, or otherwise imposing limits or conditions on his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an
officer or director of a public company; or (c) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated. 


        Section 4.5    Litigation    Except as disclosed in  Schedule 4.5 there are no actions, suits or proceedings pending or, to the
knowledge of the Company, threatened against or affecting the Company
in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could have a Material Adverse Effect on the Company or on the power
and ability of the Company to perform its obligations under any Transaction Document, or to consummate the transactions contemplated hereby and thereby. 



        Section 4.6    Non-Registration    Neither the Company nor anyone acting on its behalf has taken,
or will take, any action that would subject the issuance or sale of the Notes or Preferred Stock to the registration requirements of Section 5 of the Securities Act. 


8









   
        Section 4.7    Capitalization of the Company    


        (a)   The
authorized capital stock of the Company and each Subsidiary is set forth on Schedule 4.7. All securities set
forth on Schedule 4.7 will be, as of the Initial Closing and the Subsequent Closing, duly and validly issued, outstanding, fully paid and
nonassessable. Neither the Company nor any of its Subsidiaries has issued any other shares of its capital stock and, except as set forth on  Schedule 4.7, there are no outstanding warrants, options
or other rights to purchase or acquire any of such shares, nor any outstanding
securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. After giving effect to the Initial Closing and the Subsequent
Closing and assuming the accuracy of the Purchaser representations set forth herein, all of the outstanding shares of capital stock of the Company will have been offered, issued, sold and delivered in
compliance with applicable federal and state securities laws not subject to preemptive rights in favor of any Person and will not result in the issuance of additional shares of capital stock of the
Company or the triggering of any antidilution or similar rights contained in any agreement to which the Company is a party. The Preferred Stock has been duly and validly authorized and, when delivered
and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The pro-forma capitalization of the Company immediately following the Initial Closing and the
Subsequent Closing is set forth in Section 4.7, subject to the assumptions included therein. The Company has authorized and reserved for issuance upon conversion of the Preferred Stock
sufficient shares of its Class C Common Stock, and the shares issuable upon such conversion will be, when issued in accordance with the charter of the Company, duly and validly authorized and
issued, fully paid and nonassessable. 


        Except
as set forth on Schedule 4.7 or pursuant to the Stockholders Agreement or the Company's charter, there are no preemptive
rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's capital stock. Except as set
forth on Schedule 4.7, no officer, director or employee of the Company or any other person or entity has, claims to have or has any right to
claim to have any interest in the Company's capital stock. Except as disclosed in Schedule 4.7, there are no restrictions on the transfer of the
Company's capital stock other than those arising from federal and state securities laws, FCC rules or pursuant to the Stockholders Agreement. Except as set forth on  Schedule 4.7, or pursuant to the
Stockholders Agreement, there are no rights, obligations, or restrictions on the voting of any of the Company's
capital stock or the registration of such capital stock for offering to the public pursuant to the Securities Act. 


        (b)   The
outstanding shares of the capital stock, before giving effect to the transactions contemplated by this Agreement, are held of record and beneficially by the persons
identified in Schedule 4.7 in the amounts indicated therein. 



        (c)   Other
than the Subsidiaries, the Company does not own or have any direct or indirect interest in, a loan or advance to (other than trade receivables incurred in the
ordinary course of business), or control over any corporation, partnership, joint venture or other entity of any kind. The record and beneficial ownership of all outstanding securities of such
Subsidiaries is as set forth on Schedule 4.7.


        Section 4.8    Financial Statements    



        Attached
as Schedule 4.8 are the following financial statements of the Company, all of which statements (including the footnotes
and schedules thereto and subject to normal year-end adjustments with respect to the statements referred to in clause (b) below) were prepared in accordance with GAAP as in effect
for the period of each such statement, fairly present in all material respects the financial condition of the Company and each of its Subsidiaries on the dates of such statements and the results of
their operations and cash flows for the periods covered thereby and are true and complete: (a) unaudited consolidated balance sheets, consolidated statements of income, retained earnings and
cash flow for period ended March 31, 2000; and (b) audited consolidated balance sheet of the Company as of December 31, 1999 and December 31, 1998, and the related
consolidated 


9







 



statements
of income, retained earnings, cash flow for the fiscal years then ended (the financial statements referred to in this clause (b) are herein referred to as the "Audited Financial
Statements," and the financial statements referred to in this clause (b) and clause (a) are hereafter collectively referred to as the "Financial Statements"). 



        Section 4.9    Absence of Undisclosed Liabilities    


        Except
as and to the extent (i) disclosed in Schedule 4.9, (ii) incurred as a result of or arising out of the
transactions contemplated under this Agreement or (iii) incurred since the date of the latest Audited Financial Statements in the ordinary course of business, neither the Company nor any of its
Subsidiaries has any material liability or liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted. 



        Section 4.10    Absence of Certain Developments    


        Except
as disclosed in Schedule 4.10, since December 31,1999 there has been (i) no material adverse change in the
condition (financial or otherwise) of the Company or in the assets, liabilities, business or prospects of the Company, (ii) no declaration, setting aside or payment of any dividend or other
distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company or any of its Subsidiaries, (iii) no waiver of any valuable right
of the Company or
any of its Subsidiaries or cancellation of any material debt or claim held by the Company or any of its Subsidiaries, (iv) no loan by the Company or any of its Subsidiaries to any officer,
director, employee or stockholder of the Company or any of its Subsidiaries, or affiliates of any of the foregoing or any agreement or commitment therefor, (v) no compensation paid or payable
to any non-employee stockholder or any material increase in the compensation paid or payable to any officer, director, employee or agent of the Company or any of its Subsidiaries,
(vi) no material loss, destruction or damage to any property of the Company or any of its Subsidiaries, whether or not insured, (vii) no material labor dispute involving the Company or
any of its Subsidiaries and no material change in the personnel of the Company or any of its Subsidiaries or the terms and conditions of their employment, (viii) no acquisition or disposition
of any assets (or any contract or arrangement therefor) except in the ordinary course of business nor any other transaction by the Company or any of its Subsidiaries otherwise than for fair value in
the ordinary course of business, (ix) no change in accounting methods or practices of the Company or any of its Subsidiaries, (x) no loss, or any development that is expected to result
in a loss, of any significant supplier, customer, distributor or account of the Company or any of its Subsidiaries (other than the completion in the ordinary course of business of specific projects
for customers), and (xi) no amendment or termination of any contract or agreement to which the Company is a party or by which it is bound which has had a Material Adverse Effect. 



        Section 4.11    Title to Properties    


        Schedule 4.11 sets forth the addresses and uses of all real property that the Company and its Subsidiaries own, lease or sublease.
Each of the Company and its Subsidiaries has good and marketable title to or a valid leasehold interest in all of its properties and assets, real or personal, tangible or intangible, free and clear of
all liens, restrictions or encumbrances, except as disclosed in Schedule 4.11, and such properties and assets constitute all of the assets
currently used in the conduct of the Company's and its Subsidiaries' business. All machinery and equipment included in such properties which is necessary to the business of the Company and each of its
Subsidiaries is in good condition and repair in all material respects (ordinary wear and tear excepted) and all leases of real or personal property to which the Company and each of its Subsidiaries is
a party are in full force and effect. Neither the Company nor any of its Subsidiaries is in violation of any material zoning, building or safety ordinance, regulation or requirement or other law or
regulation applicable to the operation of its owned or leased properties, except for violations which, singly or in the aggregate, would not have a Material Adverse Effect, nor has the Company or any
of its Subsidiaries received any written notice of violation with which it has not complied in all material respects. 


10







 



        Section 4.12    Tax Matters    


        Except
as set forth in Schedule 4.12 attached hereto: 



        (a)   The
Company and each of its Subsidiaries have paid or caused to be paid all federal, state, local, foreign, and other taxes, including without limitation, income taxes,
estimated taxes, alternative minimum taxes, excise taxes, sales taxes, franchise taxes, employment and payroll-related taxes, withholding taxes, transfer taxes, and all deficiencies, or other
additions to tax, interest, fines and penalties owed by them (collectively, "Taxes"), required to be paid by them through the date hereof whether disputed or not. All Taxes and other assessments and
levies which the Company and each of its Subsidiaries is required to withhold or collect have been withheld and collected and have been paid over to the proper governmental authorities. Except as set
forth on Schedule 4.12, the Company and each of its Subsidiaries have, in accordance with applicable law, timely and properly filed all federal,
state, local and foreign tax returns required to be filed by it through the date hereof, all such returns correctly and accurately set forth in all material respects the amount of any Taxes relating
to the applicable period and any deductions from, or credits against any Taxes or taxable income relating to such returns are valid and proper items of deduction or credit. 


        (b)   Neither
the Internal Revenue Service ("IRS") nor any other Governmental Authority is now asserting or, to the knowledge of the Company, threatening to assert against the
Company or any of its Subsidiaries any deficiency or claim for additional Taxes. Except as set forth on Schedule 4.12, no claim has been made in writing since December 31, 1997 by an
authority in a jurisdiction where the Company or any of its Subsidiaries does not file reports and returns that the Company or any of its Subsidiaries is or may be subject to taxation by that
jurisdiction. There are no security interests on any of the assets of the Company or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Taxes. Neither
the Company nor any of its Subsidiaries is currently a party or subject to or bound by a closing agreement pursuant to Section 7121 of the Internal Revenue Code of 1986, as amended (the
"Code"). Neither the Company nor any of its Subsidiaries is or ever has been a "personal holding company" as defined under Section 541 of the Code. There has not been any audit of any Tax
return filed by the Company or any of its Subsidiaries for any period ending on or after December 31, 1997, no such audit is in progress, and neither the Company nor any of its Subsidiaries has
been notified by any tax authority that any such audit is contemplated or pending. Except as set forth on Schedule 4.12, no extension of time
with respect to any date on which a Tax return was or is to be filed by the Company or any of its Subsidiaries is in force, and no waiver or agreement by the Company or any of its Subsidiaries, is in
force for the extension of time for the assessment or payment of any Taxes. Neither the Company nor any of its Subsidiaries is or has ever been a member of an affiliated group filing a consolidated
federal income tax return. Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any other person or entity under Treasury Regulations § 1.1502.6 (or any
similar provision of foreign, state or local laws) or otherwise. 


        (c)   For
purposes of this Agreement, all references to Sections of the Code shall include any predecessor provisions to such Sections. 




        Section 4.13    Contracts and Commitments    


        Except
as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries is a party to any: (1) customer
contract, obligation or commitment (whether written or oral) which involves an unfulfilled obligation to provide goods or services valued in excess of $100,000 to any other party; (2) contract,
obligation or commitment (whether written or oral) involving an obligation to make payments in excess of $100,000 to any other party; (3) exclusive license agreements; (4) employment
contracts; (5) stock redemption or purchase agreements; (6) loan agreements; (7) capital lease or other financing agreements; (8) agreements with any officers, directors,
or stockholders of the Company or any of its Subsidiaries or persons or organizations related to or affiliated with the Company or any of 


11







 



its
Subsidiaries; (9) leases; (10) powers of attorney; (11) pension, profit-sharing, retirement or stock option plans; or (12) other material contract not executed in the
ordinary course. All such contracts, agreements, leases and instruments, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, are valid and in full
force and effect and constitute legal, valid and binding obligations of the Company or its Subsidiaries and are enforceable in accordance with their respective terms except as such enforceability may
be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, (ii) by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) to the extent that rights to indemnification and contribution may be limited by
the federal or state securities laws or public policy relating thereto. Except for the express terms of such agreements, there is no basis for the termination, expiration or modification of any such
agreements within one year from the date hereof, which termination, expiration or modification would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under
any contract, obligation or commitment set forth on Schedule 4.13, and to the Company's knowledge, there is no state of facts which upon notice
or lapse of time or both would constitute such a default, except for defaults which, singly or in the aggregate, are not likely to result in a Material Adverse Effect. 



        Section 4.14    Environmental Matters    


        (a)   To
the knowledge of the Company, none of the Company, any of its Subsidiaries, their respective employees and agents or any other person has ever caused any Hazardous
Material (as defined below) to be spilled, placed, held, located or disposed of on, under, or about, any of the premises owned or leased by the Company or any of its Subsidiaries (the "Premises"), or
from the Premises into the atmosphere, any body of water, any wetlands, or on any other real property nor to the Company's knowledge, does any Hazardous Material exist on, under or about the Premises
other than as disclosed on Schedule 4.14, or in respect of Hazardous Material used or disposed of in compliance with law. The Premises have never
been used (whether by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other person) as a treatment, storage or disposal (whether permanent or temporary) site for any
Hazardous Waste as defined in 42 U.S.C.A. §6901, et seq. (the Resource Recovery and Conservation Act). Neither the Company nor any of its Subsidiaries has received any notice of violation,
lien or other notice issued by any governmental agency with respect to the environmental condition of the Premises, any other property owned or occupied by the Company or any of its Subsidiaries, or
any other property which was included in the property description of the Premises or such other real property within the preceding three years except as disclosed in  Schedule 4.14. 


        (b)   For
purposes of this Section 4.14, "Hazardous Material" shall mean any substance or material defined or designated as a hazardous or toxic waste, hazardous or
toxic material, hazardous or toxic substance, or other similar term, by any United States federal, state or local environmental statute, regulation or ordinance. 


        Section 4.15    Affiliate Transactions    



        Except
as set forth in Schedule 4.15 hereto, none of the Company, any of its Subsidiaries, or any director or officer of the
Company or any of its Subsidiaries owns, directly or indirectly, on an individual or joint basis, any material interest (for purposes of this Section 4.15 "material interest" shall mean
ownership in excess of 1% of the fully diluted shares of common stock of the Company) in, or serves as an officer, director, partner or in another similar capacity of, any competitor or supplier of
Company or any of its Subsidiaries, or any organization which has a contract or arrangement with the Company or any of its Subsidiaries. After giving effect to the transactions contemplated hereby,
neither the Company nor any of its Subsidiaries shall have any obligation or liability to any stockholder, other than as disclosed herein or in the Schedules hereto. 


12









   
        Section 4.16    Intellectual Property    


        (a)   Set
forth in Schedule 4.16 is a list and brief description of all patents, patent rights, patent applications,
registered or common law trademarks, trademark applications, service marks, service mark applications, trade names and registered or common law copyrights owned by or registered in the name of the
Company or any of its Subsidiaries, or of which the Company or any of its Subsidiaries is a licensor or licensee (other than with respect to "off-the-shelf" software which is
generally available to the general public at retail) or in which the Company or any of its Subsidiaries has any right, and in each case a brief description of the nature of such right. Except as set
forth on Schedule 4.16, the Company and each of its Subsidiaries owns or possesses exclusive licenses or other rights (other than with respect to
"off-the-shelf" software which is generally available to the general public at retail) to use, free and clear of claims or rights of any other person, all patents, patent
applications, registered or common law trademarks, trademark applications, registered or common law service marks, service mark applications, trade names, copyrights, manufacturing processes,
programming processes and software, algorithms, formulae, trade secrets and know how (collectively, "Intellectual Property", it being understood that the term "Intellectual Property" does not include
the Company's FCC licenses) necessary to the conduct of its business as presently conducted or as proposed to be conducted. Except as disclosed in  Schedule 4.16, all Intellectual Property that is
used or incorporated into the Company's or any of its Subsidiaries' products or products
actively under development and which is proprietary to the Company or such Subsidiary was developed by or for the Company or such Subsidiary by the current or former employees, consultants or
independent contractors of the Company or such Subsidiary or its predecessors in interests and is owned exclusively by the Company or such Subsidiary, free and clear of claims or rights of any other
person. Neither the Company nor any of its Subsidiaries is aware of any infringement by any other person of any rights of the Company or any of its Subsidiaries under any Intellectual Property. No
claim is pending or to the best of the Company's knowledge threatened against the Company or any of its Subsidiaries nor has the Company received any notice from any third parties, to the effect that
any Intellectual Property owned or licensed by the Company or any of its Subsidiaries, or which the Company or any of its, Subsidiaries otherwise has the right to use, or the operation, products or
services of the Company or any of its Subsidiaries infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best knowledge of the Company,
there is no basis for any such claim (whether or not pending or threatened). No claim is pending or to the best of the Company's knowledge threatened against the Company or any of its Subsidiaries,
nor has the Company or any of its Subsidiaries received any notice from any third parties, to the effect that any Intellectual Property owned or licensed by the Company or any of its Subsidiaries, or
which the Company or any of its Subsidiaries otherwise has the right to use, is invalid or unenforceable by the Company or any of its Subsidiaries, as the case may be, and, to the best knowledge of
the Company, there is no basis upon which any such claim (whether or not pending or threatened) should reasonably be anticipated. 


        (b)   All
licenses or other agreements under which the Company and its Subsidiaries are granted rights in Intellectual Property (other than with respect to
"off-the-shelf" software which is generally available to the general public at retail) are listed in Schedule 4.16. All
such licenses or other agreements are in full force and effect, and to the Company's knowledge, there is no material default by any party thereto, and, except as set forth on  Schedule 4.16, all of
the rights of the Company and its Subsidiaries thereunder are freely assignable. 


        (c)   All
licenses or other agreements under which the Company and its Subsidiaries have granted rights to others in Intellectual Property (including all end user agreements)
are listed in Schedule 4.16. All of said licenses or other agreements are in full force and effect, and to the Company's knowledge, there is no
material default by any party thereto. 


        (d)   All
material technical information developed by or belonging to the Company or any of its Subsidiaries and which is material to the business of the Company or any of its
Subsidiaries which has 


13







 



not
been patented or copyrighted has been kept confidential. To the Company's knowledge, neither the Company nor any of its Subsidiaries is making unlawful use of any Intellectual Property of any
other person, including without limitation any former employer of any past or present employees of the Company or any of its Subsidiaries. Except as disclosed in  Schedule 4.16, to the Company's
knowledge, neither the Company nor any of its Subsidiaries nor any of their respective employees, officers or
consultants has any agreements or arrangements with former employers of such employees, officers or consultants relating to any Intellectual Property of such employers, which materially interfere or
conflict with the performance of such employee's or consultant's duties for the Company or any of its Subsidiaries or results in any former employers of such employees and consultants having any
rights in, or claims on, the Company's or such Subsidiary's Intellectual Property. To the Company's knowledge, the activities of the Company's and its Subsidiaries' employees, officers and consultants
do not violate any agreements or arrangements which any such employees have with former employers. Each of the Company and its Subsidiaries has taken commercially reasonable steps required to
establish and preserve its ownership of all of the Intellectual Property. 


        (e)   Without
limitation of any of the foregoing and except as otherwise expressly disclosed in Schedule 4.16 hereto:
(i) each of the Company and its Subsidiaries has taken reasonable security measures to guard against unauthorized disclosure or use of any of the Intellectual Property; and (ii) neither
the Company nor any of its Subsidiaries is aware that any person (including without limitation any former employee of the Company) has unauthorized possession of any of the Intellectual Property, or
any part thereof, or that any person has obtained unauthorized access to any of the Intellectual Property. 



        (f)    Notwithstanding
the foregoing, except as set forth on Schedule 4.16, the Company does not have, and shall not
have, any liability as a result of a breach of a representation, warranty or covenant relating to Year 2000 compliance contained in any agreement with a third party entered into on or before the
Closing Date. 


        Section 4.17    Employee Benefit Plans    


        (a)   Schedule 4.17 sets forth a list of every Employee Program (as defined below) that has been maintained (as such
term is further defined below) by the Company or any of its Subsidiaries at any time during the three-year period ending on the Initial Closing. 


        (b)   Each
Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under
Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and has been continuously qualified
under the applicable section of the Code since the effective date of such Employee Program. No event or omission has occurred which would cause any such Employee Program to lose its qualification
under the applicable Code section. 


        (c)   Each
Employee Program which has ever been maintained by the Company or any of its Subsidiaries has been maintained in all material respects in compliance with all
applicable laws. With respect to any Employee Program ever maintained by the Company or any of its Subsidiaries, no "prohibited transaction," as defined in Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (for which there exists neither a statutory nor regulatory exemption), has occurred which could result,
directly or indirectly (including, without limitation, through any obligation of indemnification or contribution), in any material taxes, penalties or other liability to the Company or any of its
Subsidiaries or any of their Affiliates (as defined below). No officer, director or employee of the Company or any of its Subsidiaries has committed a material breach of any fiduciary duty imposed
under by Title 1 of ERISA with respect to any Employee Program maintained by the Company or any of its Subsidiaries within the six years preceding the Closing Date. No litigation, arbitration, or
governmental administrative proceeding (or known 


14







 



investigation)
or other proceeding (other than those relating to routine claims for benefits) is pending or, to the best knowledge of the Company, threatened with respect to any such Employee Program. 


        (d)   None
of the Company, any of its Subsidiaries, or any Affiliate has incurred any liability under Title IV of ERISA which has not been paid in full prior to the Closing.
There has been no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program ever maintained by the Company, any of its Subsidiaries, or any Affiliate and subject to
Code Section 412 or ERISA Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries, or any Affiliate and subject to Title IV of ERISA, there
has been no (nor will there be any as a result of the transactions contemplated by this Agreement) (i) "reportable event," within the meaning of ERISA Section 4043 or the regulations
thereunder, for which the notice requirement is not waived by the regulations thereunder, or (ii) event or condition which presents a material risk of a plan termination or any other event that
may cause the Company, any of its Subsidiaries, or any Affiliate to incur liability or have a lien imposed on its assets under Title IV of ERISA. Except as described in  Schedule 4.17 attached
hereto, no Employee Program maintained by the Company, any of its Subsidiaries, or any Affiliate and subject to Title IV
of ERISA (other than a Multiemployer Plan) has any "unfunded benefit liabilities" within the meaning of ERISA Section 4001(a)(18), as of the Closing Date. None of the Company, any of its
Subsidiaries, or any Affiliate has ever maintained a Multiemployer Plan. 


        (e)   For
purposes of this Section 4.17: 



        (i)    "Employee
Program" means (A) all employee benefit plans within the meaning of ERISA Section 3(3), including, but not limited to, multiple employer welfare
arrangements (within the meaning of ERISA Section 3(40)), plans to which more than one unaffiliated employer contributes and employee benefit plans (such as foreign or excess benefit plans)
which are not subject to ERISA; and (B) all stock or cash option plans, restricted stock plans, bonus or incentive award plans, severance pay policies or agreements, deferred compensation
agreements, supplemental income arrangements, vacation plans, and all other employee benefit plans and benefit agreements not described in (A) above. In the case of an Employee Program funded
through an organization described in Code Section 501(c)(9), each reference to such Employee Program shall include a reference to such organization. 


        (ii)   An
entity "maintains" an Employee Program if such entity sponsors, contributes to, or provides (or has promised to provide) benefits under such Employee Program, or has
any obligation (by agreement or under applicable law) to contribute to or provide benefits under such Employee Program. 



        (iii)  An
entity is an "Affiliate" of the Company or any of its Subsidiaries if it would have ever been considered a single employer with the Company or such Subsidiary under
ERISA Section 4001(b) or part of the same "controlled group" as the Company or such Subsidiary for purposes of ERISA Section 302(d)(8)(C). 


        (iv)  "Multiemployer
Plan" means a (pension or non-pension) employee benefit plan to which more than one employer contributes and which is maintained pursuant to
one or more collective bargaining agreements. 




        Section 4.18    Employee and Labor Matters    



        Neither
the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any
services performed for it to the date hereof or amounts required to be reimbursed to such employees. Neither the Company nor any of its Subsidiaries has any policy, practice, plan or program of paying
severance pay or any form of severance compensation in connection with the termination of employment, except as set forth in Schedule 4.18. All
of the Company's and its Subsidiaries' programs and/or arrangements in 


15







 



connection
with the payment of commissions are described in Schedule 4.18. The Company and each of its Subsidiaries is in compliance in all
material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and
hours. There are no charges of employment discrimination or unfair labor practices, nor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations
which are existing, pending or to the Company's knowledge threatened against or involving the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has received any notice
indicating that any of its employment policies or practices is currently being audited or investigated by any federal, state or local government agency. To the Company's knowledge, the Company and
each of its Subsidiaries is, and has at all times been, in compliance with the requirements of the Immigration Reform Control Act of 1986.  Schedule 4.18 sets forth a complete list of each officer,
employee, salesperson and consultant who received or is scheduled to receive total
remuneration from the Company and each of its Subsidiaries in excess of $100,000 for the calendar year ended December 31, 2000. 


        Section 4.19    Brokers' and Finders' Fees    



        Except
with respect to Chase Securities, Inc., the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this agreement or any transaction contemplated hereby. 


        Section 4.20    Insurance    


        Schedule 4.20 lists all insurance policies and fidelity bonds currently in effect covering the assets, the business, equipment,
properties, operations, employees, officers and directors of the Company. There is no claim by the Company pending under any of such policies or bonds as to which the Company has received actual
notice that coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and the
Company is otherwise in compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). To the knowledge of the Company, there is
no threatened termination of, or premium increase with respect to, any of such
policies. To the Company's knowledge, all such policies are underwritten by financially sound and reputable insurers, are sufficient for all applicable legal requirements and otherwise are in
compliance with the criteria set forth in Section 7.6 hereof. 


        Section 4.21    Private Sale    


        The
Company has not, either directly or through any agent, offered any Preferred Stock on Notes or any other securities to, or solicited any offers to acquire any Preferred Stock or
Notes or any other securities from, or otherwise approached, negotiated or communicated in respect of any Preferred Stock or Notes or any other securities with, any Person in such a manner as to
require that the offer or sale of the Preferred Stock or Notes or any such other securities be registered pursuant to the Securities Act or any "blue sky" laws. 


16








  



 
 

ARTICLE V    
    
    REPRESENTATIONS AND WARRANTIES OF PURCHASERS    
    


        Each Purchaser severally (and not jointly) represents and warrants to, and covenants and agrees with, the Company as follows: 


        Section 5.1    Purchase for Investment    


        Such
Purchaser is purchasing the Preferred Stock, the Notes and the shares of Class C Common Stock issuable upon conversion of the Preferred Stock for its own account, for
investment purposes and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Notwithstanding the foregoing, the
parties hereto acknowledge that J. H. Whitney IV, L.P. shall acquire a portion of the Preferred Stock, the Notes and the shares of Class C Common Stock issuable upon conversion of the Preferred
Stock in its capacity as nominee for Whitney Strategic Partners IV, L.P., an affiliated investment fund with the same general partner entity as J.H. Whitney IV, L.P. 


        Section 5.2    Unregistered Securities; Legend    


        Such
Purchaser understands that the shares of Preferred Stock, the Notes and the shares of Class C Common Stock issuable upon conversion of the Preferred Stock to be issued
pursuant to this Agreement have not been registered under the Securities Act and will be issued in reliance upon an exemption from the registration requirements thereof. Such Purchaser acknowledges
that the Preferred Stock and the Notes, and the certificates representing the shares of Class C Common Stock issuable upon conversion of the Preferred Stock, shall each bear a restrictive
legend substantially as follows: 



        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR ANY STATE SECURITIES OR BLUE
SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO
SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. 


        THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JULY 17, 2000, INCLUDING THEREIN CERTAIN RESTRICTIONS ON
TRANSFER, A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE. 




        Section 5.3    Power and Authority; Due Authorization    


        Such
Purchaser has the full power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement has been duly authorized by all
necessary action on the part of such Purchaser, has been validly executed by such Purchaser and constitutes a legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser
in accordance with its terms, except as such enforceability may be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors' rights generally, (ii) by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) to the extent
that rights to indemnification and contribution may be limited by the federal or state securities laws or public policy relating thereto. 


        Section 5.4    Accredited Investor    


        Such
Purchaser is an Accredited Investor. 


17







 
 
 

ARTICLE VI    
    
    PAYMENTS, ETC.    
    


        Section 6.1    Place of Payment    



        The
Company will pay all sums payable to Purchasers as contemplated by the terms of the Preferred Stock and the Notes by check or wire transfer of immediately available funds, which, if
by check, shall be mailed to the address specified for such purpose below the Purchasers' names in Schedule 1, or by such other method or at such
other address as the Purchasers shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of the Preferred Stock or Notes or the making
of any notation thereon, except that upon written request of the Company made in connection with the payment or prepayment in full of the Preferred Stock or Notes, the Purchasers shall surrender such
Preferred Stock or Notes, as the case may be, for cancellation, promptly after any such request, to the Company at its principal executive office. 


        Section 6.2    Payments Due on Non-Business Days    


        Anything
in this Agreement, the Preferred Stock or the Notes to the contrary notwithstanding, any payment of principal of or interest or dividends on the Preferred Stock or the Notes
that is due on a date other than a Business Day shall be made on the next succeeding Business Day including the additional days elapsed in the computation of the interest payable on such next
succeeding Business Day. 


        Section 6.3    Optional Prepayments of Notes    


        At
any time, after the Initial Closing, the Company may, at its option, upon notice as provided below, prepay all, or from time to time, any part of, the Notes. In the event of an
optional prepayment by the Company, all Notes shall be treated alike such that prepayment in full shall mean the prepayment of all of the Notes then outstanding and a partial prepayment shall be
applied pro rata to all Notes then outstanding. The Company will give the Purchasers written notice of each optional prepayment under this Section 6.3 not less than 30 days prior to the
date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid on such date and the interest to be paid on the prepayment date with
respect to such principal amount being prepaid. Notwithstanding any election by the Company to prepay the Notes, the Holders thereof may, on or
before the close of business on the Business Day prior to the date set for prepayment in the prepayment notice, elect to convert the Notes pursuant to their terms. 


        Section 6.4    Dividends on Preferred Stock    



        The
method of declaring and paying dividends on the Preferred Stock shall be as set forth in Section 2 of the Certificate of Designations. 


 
 

ARTICLE VII    
    
    COVENANTS OF THE COMPANY    
    


        The Company covenants with the Purchasers as follows: 


        Section 7.1    Corporate Existence; Conduct of Business    



        The
Company and its Subsidiaries will continue to engage principally in the business now conducted or proposed to be conducted by the Company and its Subsidiaries. The Company will keep
in full force and effect its corporate existence and all intellectual property rights useful in its business (except such rights as the Board of Directors has reasonably determined are not material to
the Company's continuing operations). 


        Section 7.2    Payment of Obligations    



        The
Company and each Subsidiary shall duly and punctually pay the principal of and interest on the Notes and all of its other indebtedness on the dates and in the manner provided in the
Notes or by 


18







 



the
terms of such other indebtedness as such terms may be amended, modified or waived from time to time by the parties thereto, as applicable. 


        Section 7.3    Information    



        Prior
to the Subsequent Closing, the Company shall deliver to each Purchaser all information, reports and other materials currently being provided to Lucent Technologies. Following the
Subsequent Closing, the Company will maintain a comparative system of accounts in accordance with generally accepted accounting principles, keep full and complete financial records and furnish to the
Purchasers the following reports: (a) within 105 days after the end of each fiscal year, commencing with the calendar year 2000, a copy of the consolidated balance sheet of the Company
as at the end of such year, together with a consolidated statement of income and retained earnings of the Company for such year, audited and certified by independent public accountants of recognized
national standing reasonably satisfactory to the Purchasers, prepared in accordance GAAP; (b) within 45 days after the end of each of the first three fiscal quarter commencing with the
quarter ending June 30, 2000, a consolidated unaudited balance sheet of the Company as at the end of such quarter and a consolidated unaudited statement of income and retained earnings for the
Company for such quarter and for the year to date, each of the foregoing balance sheets and statements of income and retained earnings to set forth in comparative form the corresponding figures of
(or, in the case of the balance sheet, as of the end of) the prior fiscal period; (c) copies of any and all filings made by the Company with the Securities and Exchange Commission, and
(d) so long as the Notes are outstanding, such other financial information as the holders of not less than 662/3% of the original aggregate principal balance of the Notes then
held by the Purchasers reasonably request in writing. The Company immediately shall provide to each Holder of Notes or Preferred Stock written notice of any default or Event of Default under the Notes
or any other indebtedness of the Company, disregarding any applicable cure periods or any cure which may occur after the occurrence of such default. 


        Section 7.4    Use of Proceeds    


        The
Company shall use the proceeds from the sale of the Notes and Preferred Stock to partially finance the construction of the Company's PCS network and for working capital and other
general corporate purposes. 


        Section 7.5    Payment of Taxes, Compliance with Laws, etc.    


        The
Company and each of its Subsidiaries will pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income or property before the
same shall become in default, as well as all lawful claims for labor, materials and supplies which, if not paid when due, might become a lien or charge upon its property or any part thereof; provided,
however, that the Company and each of its Subsidiaries shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof is being contested by
the Company or the relevant Subsidiary in good faith by appropriate proceedings and an adequate reserve therefor has been established on its books. The Company and each of its Subsidiaries will comply
in all material respects with all applicable laws and regulations in the conduct of its business, including, without limitation, all applicable federal and state securities laws in connection with the
issuance of any
securities, and all FCC regulations applicable to the Company or any Subsidiary, except those that are superseded by or conflict with applicable court orders or rulings. 


        Section 7.6    Insurance    



        The
Company and each of its Subsidiaries will keep its insurable properties insured, upon reasonable business terms, by insurers that to the Company's knowledge are financially sound and
reputable, against liability, and the perils of casualty, fire and extended coverage in amounts of coverage at least equal to those customarily maintained by companies in the same or similar business
as the Company and each of its Subsidiaries. The Company and each of its Subsidiaries will also maintain with such insurers insurance against other hazards and risks and liability to persons and
property, 


19







 



including,
without limitation, directors and officers insurance covering all directors, to the extent and in the manner customary for companies engaged in the same or similar business, and providing
coverage for the duration of such person's tenure as a director and for at least for three years following the date each such person ceases to serve as a director. 


        Section 7.7    Maintenance of Properties    


        The
Company and each of its Subsidiaries will maintain all properties used or useful in the conduct of its business in good repair, working order and condition, ordinary wear and tear
excepted, as reasonably necessary to permit such business to be properly and advantageously conducted. 


        Section 7.8    Stockholders Agreement    


        The
Company will diligently enforce all of its rights, and comply with its obligations, under the Stockholders Agreement. The Company will not effect any transfer of any of the
outstanding capital stock of the Company on the stock record books of the Company unless such transfer is made in accordance with the terms of the Stockholders Agreement. 



        Section 7.9    Reservation of Shares    


        The
Company will at all times reserve for issuance (i) shares of Class C Common Stock sufficient to permit full conversion of all outstanding shares of the Preferred Stock,
Series C Preferred Stock and Class B Common Stock in accordance with their respective terms, and (ii) shares of Preferred Stock sufficient to permit full conversion of all
outstanding Notes in accordance with their terms. 


        Section 7.10    Board of Directors    



        The
Company will take no action to increase the size of the board of directors or decrease the number of directors which the holders of Preferred Stock are entitled to nominate. 


        Section 7.11    Diligent Prosecution; Litigation    


        The
Company and each of its Subsidiaries will take all commercially reasonable actions necessary or advisable to diligently prosecute the Company's existing FCC Litigation, defend its
FCC licenses and otherwise protect all of its other property rights, tangible or intangible. The Company shall promptly notify each Purchaser of any appeal that may be filed by any party to the
decision to be rendered by the U.S. Court of Appeals for the 5th Circuit in respect of the Company's existing FCC Litigation. 


        Section 7.12    Inspection    


        Upon
reasonable notice to the Company, each Purchaser which holds at least 2% of the Company's capital stock on a fully diluted basis shall be permitted to inspect and review all of the
Company's properties, facilities, books and records, and, at such Purchaser's expense, to make such reasonable number of copies of such books and records as any Purchaser may reasonably request. Upon
reasonable notice to the Company and without disrupting its normal conduct of business unreasonably, the Company shall make available to each such Purchaser appropriate members of management for the
purpose of discussing the business, finances, prospects and affairs of the Company; provided, however, that no such inspection, examination or inquiry,
the failure to conduct same, nor any knowledge of any Purchaser, including without limitation, any knowledge obtained by such Purchaser in connection with any such inspection, investigation or
inquiry, shall constitute a waiver of any rights such Purchaser may have under any representations, warranty, covenant, term or agreement under this Agreement, the Notes, the Stockholders Agreement or
any other document contemplated hereby or thereby. Notwithstanding the foregoing, no more than one inspection pursuant to this Section 7.12 shall occur during any calendar quarter. 



        Section 7.13    Temporary Limitation on Issuance of Equity Securities    


        Until
and including the Commitment Determination Date, the Company shall not issue securities representing equity in the Company, or securities convertible into or giving right to
purchase securities representing equity in the Company, without the prior consent of holders of not less than 662/3% of the original aggregate principal balance of the Notes then held
by the Purchasers. 


20








  



 
 

ARTICLE VIII    
    
    TRANSFER AND EXCHANGE    
    


        Section 8.1    Limited Restrictions on Transfer    


        Subject
to the provisions of Sections 5.2, this Section 8.1, the Stockholders Agreement, and applicable law and FCC rules, each Purchaser may transfer Notes, any portion thereof
in integral multiples of $1,000, or shares of Preferred Stock without restrictions; provided, however, that Purchasers shall not transfer Notes or shares of Preferred Stock to any applicant for or
licensee of an FCC Commercial or Private Mobile Radio Service (as the terms are defined from time to time by the FCC) license within the geographical area covered by the Company's FCC Mobile Radio
Service licenses, without the written consent of the Company, if as a result of such transfer the transferee would obtain the right to nominate or elect a member of the Board of Directors. As a
condition to any transfer, the Company may require such certificates or opinions as it reasonably deems necessary to ensure compliance with the Securities Act and applicable state securities laws. 


        Section 8.2    Registration of Securities    


        The
Company shall keep at its principal executive office a register (the "Securities Register") for the registration, registration of transfers and conversion of the shares of Preferred
Stock and Notes. The name and address of each Holder of one or more Notes or shares of Preferred Stock, each transfer thereof and the name and address of each transferee of one or more Notes or shares
of Preferred Stock shall be registered in such Securities Register. Prior to due presentment for registration of transfer the Person in whose name any Notes or shares of Preferred Stock shall be
registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give
to any Holder of Preferred Stock or Notes promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of Notes and shares of Preferred Stock. 



        Section 8.3    Transfer and Exchange    


        Upon
surrender of any Notes or certificates representing shares of Preferred Stock at the principal executive office of the Company for registration of transfer or exchange (and in the
case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or stock certificate or his
attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or stock certificate or part thereof), the Company shall execute and deliver, at the
Company's expense, one or more new Notes or stock certificates, as applicable (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal
amount of the surrendered Note, or for the aggregate number of shares of Preferred Stock represented by the surrendered stock certificate. Each such new Note shall be payable to such Person, and each
such new stock certificate shall be issued in the name of such Person, as such Holder may request and shall be substantially in the form specified herein. 


        As
a condition to any transfer, the Company may require such certificates or opinions as it reasonably deems necessary to ensure compliance with the Securities Act and applicable state
securities laws. 


        Section 8.4    Replacement of Notes and Preferred Stock Certificates    


        Upon
receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note or certificate representing shares of
Preferred Stock, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the Holder of such Note or Preferred Stock certificate is, or is
a nominee for, the original Purchaser, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the 


21







 



case
of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note or Preferred Stock certificate, as applicable. 


 
 

ARTICLE IX    
    
    MISCELLANEOUS    
    


        Section 9.1    Indemnification.    


        (a)   The
Company agrees to defend, indemnify, save and hold each Purchaser and its affiliates and its partners, members, stockholders, directors, officers, employees and
(parties receiving the benefit of the indemnification agreement herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against
any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims, taxes and expenses (whether or not arising out of third-party claims), including, as incurred, without limitation,
interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing which may be sustained or suffered by any such Indemnified Party (a
"Loss" or "Losses"), based upon, arising, out of, resulting from, by reason of or otherwise in respect of or in connection with any inaccuracy in or breach of any representation or warranty made by
the Company in any Transaction Document, or any breach of any covenant or agreement made by or on behalf of the Company in any Transaction Document; provided, however, that no Indemnified Party or
Parties shall be entitled to indemnification by the Company hereunder with respect to any costs, losses, liabilities, damages, lawsuits, deficiencies, claims, taxes and expenses arising primarily
(i) out of or based primarily upon the wilful misconduct, gross negligence or malfeasance (as finally determined by a court of competent jurisdiction) of the Indemnified Party or Parties, or
(ii) out of or based upon any untrue statement of a material fact or an omission or alleged omission to state a material fact relating to information provided by or on behalf of the Purchasers
or an Indemnified Party or Parties. 


        (b)   If
the indemnification provided for in Section 9. l(a) above for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnified Party
in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid
or payable by such Indemnified Party as a result of such losses, claims, damages, expenses or liabilities, in such proportion as is appropriate to reflect the relative fault of the Company and the
Indemnified Party in connection with the inaccuracy or breach which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. 


        (c)   The
indemnification and contribution provided for in this Section 9.1 will remain in full force and effect regardless of any investigation made by or on behalf of
any Indemnified Party or any officer, director, partner, employee or agent of any Indemnified Party. The provisions of this Section 9.1 are in addition to and shall supplement those set forth
in the Stockholders Agreement which shall apply in the case of the registration and sale of Registrable Securities (as defined in the Stockholders Agreement) held by any of the Indemnified Parties
registered pursuant to the Stockholders Agreement. 


        Section 9.2    Notice; Defense of Claims.    


        (a)   Promptly;
and in any event no later than ten (10) days, after receipt by an Indemnified Party of notice of any third party or other claim, liability or expense to
which the indemnification obligations under Section 9.1 would apply, including in connection with any governmental proceeding, the Indemnified Party shall give notice thereof in writing to the
Company, but the omission to so notify the Company promptly will not relieve the Company from any liability except to the extent that the Company shall have been actually prejudiced as a result of the
failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or
provisions of this Agreement under which the liability or obligation is asserted. 


22









   
        (b)   In the case of any third party claim, if within twenty (20) days after receiving the notice described in the preceding paragraph, the Company gives written notice
to the Indemnified Party or Parties stating that it intends to defend in good faith against such claim, liability or expense at its own cost and expense, then counsel for the defense shall be selected
by the Company (subject to the consent of such Indemnified Party or Parties which consent shall not be unreasonably withheld) and such Indemnified Party or Parties shall not be required to make any
payment with respect to such claim, liability or expense as long as the Company is conducting a good faith and diligent defense at its own expense;  provided, however, that the assumption of defense of any such matters by the Company shall relate solely
to the claim, liability or expense that is subject or potentially subject to indemnification. The Company shall not settle or agree to settle any such claim, liability or expense or any resulting
suit, proceeding or enforcement action without the prior written consent of each Indemnified Party. The Company shall keep such Indemnified Party or Parties reasonably apprised of the status of the
claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish such Indemnified Party or Parties with all documents and information that such Indemnified Party or
Parties shall reasonably request and shall consult with such Indemnified Party or Parties prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated,
such Indemnified Party or Parties shall at all times have the right to fully participate in such defense at its own expense directly or through counsel;  provided, however, if the named parties to the action or proceeding include both the Company and the
Indemnified Party or Parties and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for such
Indemnified Party or Parties shall be paid by the Company provided, further, that the counsel for the
Indemnified Party or Parties must be reasonably acceptable to the Company and the Indemnified Party or Parties as to quality and cost, it being understood, however, that the Company shall not, in
connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Party or Parties. If no such notice of intent to dispute and defend is given by the
Company, or if such diligent good faith defense is not being or ceases to be conducted, such Indemnified Party or Parties shall, at the expense of the Company, undertake the defense of (with counsel
selected by such Indemnified Party or Parties), and shall have the right to compromise or settle, such claim, liability or expense with the consent of the Company, which will not be unreasonably
withheld; provided, however, if such consent is requested and the Company does not respond within ten
(10) business days, the Company shall be deemed to have consented. If such claim, liability or expense is one that by its nature cannot be defended solely by the Company, then the Indemnified
Party or Parties shall make available all information and assistance that Company may reasonably request and shall cooperate with the Company in such defense. 


        Section 9.3    Survival of Representations and Warranties    



        All
representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes and Preferred Stock, the purchase or transfer of any
Preferred Stock and Note or portion thereof or interest therein and the payment of any amounts under the Notes or
Preferred Stock, and may be relied upon by any subsequent Holder of Preferred Stock or Notes, regardless of any investigation made at any time by or on behalf of the Purchasers or any other Holder of
Preferred Stock or Notes. All representations and warranties contained herein shall expire on the second anniversary of the Subsequent Closing. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. 



        Section 9.4    Amendment and Waiver    


        Provisions
of this Agreement relating to the Notes, and of the Notes, may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or
prospectively), 


23







 



with
(and only with) the written consent of the Company and the Required Holders of the Notes; and provisions of this Agreement relating to the Preferred Stock, and of the Certificate of Designations,
may be amended, and the observance of any term hereof or of the Certificate of Designations may be waived (either retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders of the Preferred Stock, except that no such amendment or waiver may, without the written consent of the holders of 662/3% of the shares of Preferred
Stock and/or Note at the time outstanding affected thereby, (a) with respect to the Notes only, and subject to the provisions thereof relating to acceleration or rescission, change the amount
or time of any prepayment or payment of principal to, reduce the rate or change the time of payment or method of computation of interest on, or extend the maturity date of, the Notes or
(b) change the definition of Required Holders. Any amendment or waiver consented to as provided in this Section 9.4 applies equally to all Holders of Notes or Preferred Stock and is
binding upon them and upon each future Holder of any Notes or Preferred Stock and upon the Company without regard to whether such Notes or Preferred Stock have been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.
No course of dealing between the Company and the Holder of any Notes or Preferred Stock nor any delay in exercising any rights hereunder or under any Notes or Preferred Stock shall operate as a waiver
of any rights of any Holder of such Notes or Preferred Stock. 


        Section 9.5    Notices    



        All
notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid). Any such notice must be sent as follows: 


        If
to the Purchasers: 




To
the respective addresses set forth in Schedule 1. 





        With
a copy to: 




Mayer,
Brown & Platt

1675 Broadway

New York, New York 10019

Attention: Kathleen A. Walsh

Telephone: (212) 506-2553

Telecopy: (212) 262-1910 





        If
to the Company, to: 




Metro
PCS, Inc.

8144 Walnut Hill Lane

Dallas, Texas 75231

Attention: Dennis G. Spickler

Vice President and Chief Financial Officer

Telephone: (214) 265-2550

Telecopy: (214) 265-2570 




24







 





        With
a copy to: 




Andrews &
Kurth L.L.P.

1717 Main Street, Suite 3700

Dallas, Texas 75201

Attention: Deborah Schrier-Rape

Telephone: (214) 659-4400

Telecopy: (214) 659-4401 





        Notices
under this Section 9.5 will be deemed given only when actually received. Each party may, by notice given hereunder, designate a different address to which subsequent
notices and communications shall be sent. 


        Section 9.6    Successors and Assigns    



        All
covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent Holder of Notes or Preferred Stock) whether so expressed or not. The Company may not assign its rights or obligations under this Agreement or the Notes
without the express written consent of the Required Holders. 


        Section 9.7    Severability    


        Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction. 


        Section 9.8    Counterparts    


        This
Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 


        Section 9.9    Jury Waiver    


        THE
COMPANY AND THE PURCHASERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 


        Section 9.10    Governing Law    



        THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED
ENTIRELY WITHIN SUCH STATE. 


        Section 9.11    Final Agreement of the Parties    


        THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 


25







 



        Section 9.12    Further Assurances    


        Each
of the parties covenants and agrees to take all such actions and to execute all such documents as may be necessary or advisable to implement the provisions of this Agreement fully
and effectively and to make them binding on the parties hereto. 


        Section 9.13    Publicity    


        All
public notices to third parties and all publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated by the Company and the
Purchasers, and no party shall act unilaterally in this regard without the prior approval of the other parties, such approval not to be unreasonably withheld, except where required by applicable law
or regulation. 


        Section 9.14    Headings.    



        The
article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 


26










        IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first set forth above. 



	 	 	MetroPCS, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS Wireless, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS, California/Florida, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS Chico, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS, Georgia, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS1, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 









	 	 	GWI PCS2, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS3, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS4, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS5, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS6, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS7, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 









	 	 	GWI PCS8, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS9, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS10, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS11, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS12, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS13, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 









	 	 	GWI PCS14, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	Reauction, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	PURCHASERS:
	 	 	 	 	 
	 	 	[Signature Pages Follow]











 
 

Annex A    
    
    CERTAIN DEFINITIONS    
    


        [Annex begins on following page] 









 
 

Schedule 1    
    
    SCHEDULE OF PURCHASERS    
    


        [Schedule begins on following page] 









 
 

Schedule 2    
    
    SCHEDULE OF SUBSIDIARIES    
    


[Schedule
begins on following page] 









 
 

Exhibit A    
    
    FORM OF CERTIFICATE OF DESIGNATIONS,
  PREFERENCES AND RIGHTS RELATING TO THE SERIES D
  CONVERTIBLE PREFERRED STOCK    
    
    [Exhibit begins on
following page]    










 
 

Exhibit B    
    
    FORM OF 6% SUBORDINATED CONVERTIBLE NOTES DUE 2002    
    


        [Exhibit begins on following page] 









 
 

Exhibit C    
    
    FORM OF COMMITMENT LETTER    
    


        [Exhibit begins on following page] 









 
 

Exhibit D    
    
    AMENDED AND RESTATED STOCKHOLDERS AGREEMENT    
    


        [Exhibit begins on following page] 







 
 

AMENDMENT NO. 1 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of November 13, 2000    
    


        Reference
is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000 (the "Agreement"), by and among MetroPCS, Inc., a Delaware corporation (the
"Company"), the subsidiaries of the Company listed on Schedule 2 thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto (collectively,
together with their successors and assigns, the "Purchasers"). 


        This
AMENDMENT NO.l TO SECURITIES PURCHASE AGREEMENT dated as of November 13, 2000 (this "Amendment No. 1") between the Company, the Subsidiaries and each of the Purchasers
is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used herein not
otherwise defined shall have the meanings set forth in the Agreement, including Annex A thereto. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's Preferred
Stock with an aggregate liquidation preference of up to $250,000,000; and 


        WHEREAS,
the Company and the Purchasers desire to modify the Agreement, among other ways, as follows: (1) increase the issuance of the Preferred Stock to an aggregate liquidation
preference of up to $300,000,000; (2) add new investors as additional Purchasers of the Preferred Stock, but not of the Notes, and (3) provide for the purchase of the first
$150 million of the Preferred Stock in three stages involving (i) $25 million upon the Subsequent Closing, (ii) up to $25 million upon the Second Preferred Closing
(as determined by the Board of Directors), and (iii) up to $100 million (plus certain other amounts as set forth below) upon the Third Preferred Closing (as determined by the Board of
Directors). 


        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 1, the parties hereto agree as follows: 


 
 

ARTICLE I
  AMENDMENTS TO AGREEMENT    
    



        Section A.    Purchasers and Schedule 1.    Schedule 1 to the Agreement hereby is amended to add
Metro PCS Investors LLC, an Affiliate of Pacific Capital Group and/or certain of its Affiliates (collectively, "Pacific"), Clarity Partners, L.P. and/or certain of its Affiliates ("Clarity"), as
additional Purchasers of the Preferred Stock (collectively with Pacific, the "New Purchasers"), and to remove Whitney & Co. as a purchaser of Preferred Stock (and not the Notes) and
Schedule 1 to the Agreement is hereby deleted and replaced in its entirety with the Amended and Restated Schedule of Purchasers attached hereto as Schedule 1 to this Amendment
No. 1. 


        Section B.    Authorization of Preferred Stock.    Section 1.1 of the Agreement hereby is deleted and
replaced in its entirety with the following: 



        "The
Company has authorized the issuance and sale of its Preferred Stock with an aggregate liquidation preference of up to $300 million, which may be issued and sold pursuant to
this Agreement. With respect to the Subsequent Closing and subject to the provisions of Section 2.2 of the Agreement, Preferred Stock with an aggregate liquidation preference of at least
$150 million may be issued and sold pursuant to this Agreement. The form of the Certificate of Designations, Preferences and Rights relating to the Preferred Stock (the "Certificate of
Designations") is set forth in Exhibit A. The form of the Certificate of Designations to increase the number of shares of Preferred Stock attached as Exhibit A-1 to Amendment
No. 1 and the Sixth Amended and Restated Certificate of Incorporation attached as Exhibit A-2 to Amendment No. 1, each to be 









filed
no later than the date of the Subsequent Closing, shall (together with the original Exhibit A) supersede, and become, Exhibit A to this Agreement in all respects." 




        Section C.    Subsequent Closing.    Section 2.2 of the Agreement hereby is deleted and replaced in its
entirety with the following 



        "(a) The
initial sale of the Preferred Stock shall occur in three stages on three purchase dates, the first being the "Subsequent Closing", the second being the "Second
Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as set forth below and shall be subject to the conditions set forth herein;
provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale of the Preferred Stock shall
take place at the location as agreed to by the Purchasers and the Company, or in the absence of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In
connection with the funding of the first $150 million of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the
Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of the Commitment Amount shall be remitted no later than on the third
(3rd) Business Day after the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the
Second Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Second Preferred Closing shall occur
no earlier than January 2, 2001; and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the
Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the
Board of Directors; provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than January 2, 2001. In connection with the Third Preferred
Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing is subject to the satisfaction or waiver, prior to or at
the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date"
for any references to the "Subsequent Closing". 


        After
the Third Preferred Closing, any remaining Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten
(10) Business Days after receipt of a
demand for funding from the Company to purchase Preferred Stock up to the remaining Commitment Amount. After the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to
the remaining Commitment Amount shall be authorized by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding
"Supermajority Voting Rights." In each of the preceding cases, funding shall be made pro-rata, based on the Commitment Amount for each Purchaser (inclusive of the original principal amount
of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per share. All remittances of funds for the Commitment Amounts
by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's
Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall then terminate. 


        (b)   The
Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase
Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's name on Schedule 1 hereto, stating the amount of liquidation preference
thereof (the "Commitment Amount") in the form of Exhibit C hereto (the "Commitments"), beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to
the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the 












Company
by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any
rights, benefits, warranties, duties and covenants hereunder relating to the Preferred Stock of such Purchaser shall be terminated, nullified and of no further force and effect, except with respect
to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. 


        (c)   Each
Purchaser and the Company shall make any necessary filings for approvals under the Hart/Scott/Rodino Antitrust Improvement Act (the "HSR Act") not later than the
fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New Purchasers and the Company
shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the
Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date of the Subsequent
Closing or the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective
shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds shall be released to the Company and such
shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock
placed in an escrow account pursuant to this Section 2.2(c), such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. 


        (d)   If
as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date")
the aggregate Commitment Amount is at least $295 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the
HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on the Business
Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. 


        (e)   If
as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 million, the following shall occur: 



        (i)    Each
Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by notice delivered to the Company no later than
5:00 p.m. New York time on the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above), and such
Purchaser's Commitment shall terminate. 


        (ii)   Each
Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated pursuant to
paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the
seven (7) Business Days following the Commitment Determination Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred
Stock that were not subject to Commitments by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the
Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) as of the close of business on the Business Day following the Commitment
Determination Date. 
















        (f)    If
as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than
$295 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Date, to
accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 million aggregate amount. If any
additional purchasers deliver a Commitment to purchase Preferred Stock pursuant to this subsection (f), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a
purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its Commitment Amount as the other Purchasers have funded of their
Commitment Amounts (inclusive of the original principal amount of the Notes). 


        (g)   Notwithstanding
paragraph (f) above, if as of 12:00 p.m., New York time, on the fourth (4th) Business Day after the Commitment Determination
Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount is at least $150 million, the Subsequent Closing involving the purchase of $25 million of
Preferred Stock shall occur on the fourth (4th) Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals
under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After the Subsequent Closing, the
Second Preferred Closing involving the purchase of the next $25 million of Preferred Stock shall occur on a date as determined by the Board of Directors; provided that the Purchasers receive at
least three (3) Business Days prior notice of such date; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001,
and that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. 


        (h)   If
as of the close of business on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than
$150 million, the purchase of the Preferred Stock shall be cancelled in its entirety, and the Commitments shall terminate. 


        (i)    Any
Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, (ii) any of its partners, limited
partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its
Affiliates and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and
(ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than with respect to any transfers by Pacific to its Affiliate, Pacific Capital Partners I,
L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferred. 


        (j)    An
"Optional Revocation Date" shall occur upon the earlier of (A) the date on which the U.S. Supreme Court in connection with the NextWave litigation either
grants or denies both the petition for writ of certiorari in case number 00-447 and the petition for rehearing of writ of certiorari in case number 99-1980, or
(B) January 18, 2001. Notwithstanding any provision
to the contrary herein (other than the funding of the Commitments in connection with the Subsequent Closing and the Second Preferred Closing), upon the delivery of notice to each Purchaser that an
Optional Revocation Date has occurred, each Purchaser shall have ten (10) Business Days to notify the Company that such Purchaser is revoking all of its remaining unfunded Commitment and upon
the Company's receipt of such notice such Purchaser's remaining unfunded Commitment shall be revoked and terminated. 



        (k)   If
as of the close of business on the tenth (10th) Business Day after the Optional Revocation Date (the "Commitment Revocation Date") one or more
Purchasers have revoked 












their
Commitments (the collective Commitment Amount so revoked being the "Commitment Deficiency"), then the following shall occur: 



        (i)    No
later than 10:00 a.m. New York time on the Business Day following the Commitment Revocation Date, the Company shall notify each Purchaser of the aggregate
Commitment Amount as of the close of business on the Commitment Revocation Date and any Commitment Deficiency. Except with respect to the Purchaser's portion of its Commitment Amount attributable to
the first $50 million of the aggregate Commitment Amount, each Purchaser shall have the right to terminate its Commitment and rescind its future purchase of Preferred Stock by notice delivered
to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Revocation Date (provided that the Company has delivered its notice pursuant to this
paragraph (k)(i)), and such Purchaser's Commitment shall terminate. 


        (ii)   Each
Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated or revoked pursuant to
paragraph (j) or (k)(i) above, shall become irrevocable and noncancellable as of the close of business on the Business Day after the Commitment Revocation Date, provided that the
Purchaser's Commitment shall be subject to cancellation and termination pursuant to paragraph (k)(v) below. During the seven (7) Business Days following the Commitment Revocation
Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that are attributable to the Commitment Deficiency by delivering the
corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the total Commitment Amount for each Purchaser (inclusive of the
original principal amount of the Notes) as of the close of business on the Business Day following the Commitment Revocation Date. 



        (iii)  If
as of the close of business on the seventh (7th) Business Day after the Commitment Revocation Date there still exists any Commitment Deficiency, then the Company
shall have the right, during the eighth (8th) through the (20th) twentieth Business Days following the Commitment Revocation Date, to accept Commitments from additional purchasers of Preferred Stock,
subject to the same terms and conditions as the Purchasers, in order to eliminate any remaining Commitment Deficiency. After the Second Preferred Closing, if any additional purchaser delivers a
Commitment to purchase Preferred Stock pursuant to this subsection (k), then such additional purchaser shall fund its purchase of
Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its share of the Commitment Amount as the
other Purchasers have funded of their share of the Commitment Amounts (inclusive of the original principal amount of the Notes). 


        (iv)  Notwithstanding
paragraph (iii) above, if as of 12:00 p.m., New York time, on the seventh (7th) Business Day after the Commitment Revocation Date the
aggregate Commitment Amount is at least $I50 million, the Third Preferred Closing involving the purchase of up to $100 million (plus, any amount of the $25 million that has not
been funded in connection with the Second Preferred Closing) of Preferred Stock shall occur on the seventh (7th) Business Day following the Commitment Revocation Date or a later date determined by the
Board of Directors; provided, however, that the date on which funds are remitted for such Third Preferred Closing shall occur on the later of ten (10) Business Days after the Third Preferred
Closing or January 2, 2001. 


        (v)   If
as of the close of business on the twentieth (20th) Business Day after the Commitment Revocation Date the aggregate Commitment Amount is less than
$150 million, any remaining unfunded Commitments to purchase Preferred Stock shall be rescinded and cancelled, and all Commitments shall be deemed to have terminated as of the Commitment
Revocation Date. 















        (l)    Notwithstanding
any provisions set forth in this Article II to the contrary, in the event that the Company's PCS licenses are revoked by the FCC, then any
remaining unfunded Commitments to purchase Preferred Stock shall be rescinded and cancelled, and all Commitments shall be deemed to have terminated as of the date of such revocation." 




        Section D.    Conditions to Subsequent Closing    



        (1)    Shareholders Agreement.    Section 3A.5 of the Agreement hereby is deleted and replaced in its entirety
with the following: 



        "Section 3.A.5    Stockholders Agreement.    The Stockholders Agreement shall have been duly executed by all
parties thereto and shall be in full force and effect." 


        (2)    Fees and Expenses.    Section 3A.8 of the Agreement hereby is deleted and replaced in its entirety with
the following: 


        "Section 3A.8  Fees and Expenses. All fees and expenses incurred by the Company or any Purchaser in connection with the negotiation,
preparation and execution of this Agreement and the consummation of the transactions contemplated thereby, including without limitation, the reasonable fees and expenses of Mayer, Brown &
Platt; Piper Marbury Rudnick & Wolfe LLP; Simpson Thacher & Bartlett; and Swidler Berlin Shereff Friedman, LLP as counsel to the Purchasers, shall be deducted from the proceeds remitted
to the Company for the Subsequent Closing, the Second Preferred Closing and the Third Preferred Closing; provided, however, that the total fees and expenses of counsel to the Purchasers shall not
exceed $100,000 with respect to the Initial Closing and an amount to be agreed upon by the Company with respect to the Subsequent Closing, the Second Preferred Closing and the Third Preferred Closing.
The fees for the applicable Purchasers' HSR Act filings shall be paid by the Company at the time of such filings." 




        Section E.    Representations and Warranties of the Company.    


        (1)   Section 4.8
of the Agreement is hereby amended by (A) deleting the phrase "March 31, 2000" appearing in clause (a) therein and inserting in
lieu thereof the phrase "June 30, 2000", and (B) inserting at the end thereof the following sentence: "All short-term liabilities of the Company as of October 31,
2000, in accordance with GAAP consistently applied, were not more than $16 million." 


        (2)   Article IV
of the Agreement is hereby amended by inserting at the end thereof, the following new Section 4.22: 



        "As
of November 13, 2000, each Purchaser acknowledges that the Lucent Agreements have expired. The Company has no knowledge of any fact or circumstance that would reasonably be
expected to materially adversely affect the renegotiation of the Lucent Agreements." 




        Section F.    Covenants of the Company.    


        (1)    Monthly Financials.    Section 7.3 of the Agreement hereby is amended by inserting at the end of the
second sentence the following clause: 



        ",
and (e) within 30 days after the end of each calendar month commencing with the month of December 2000, a consolidated unaudited balance sheet of the Company as
of the end of such month and an unaudited statement of income and retained earnings for the Company for such month and for the year to date." 




        (2)    Use of Proceeds.    Section 7.4 of the Agreement hereby is amended by inserting at the end thereof the
following clause: "which relate to the Company's PCS business, including without limitation the protection and preservation of the Company's FCC Licenses." 








        Section G.    Board of Directors.    Section 7.10 of the Agreement hereby is deleted and replaced in its
entirety with the following: 



        "In
connection with the Subsequent Closing and pursuant to this Stockholders Agreement, the Board of Directors of the Company shall consist of either seven (7) or eight
(8) directors, in either case as determined pursuant to the Stockholders Agreement or the Bylaws of the Company. Thereafter, the Company will take no action to increase the size of the board of
directors or decrease the number of directors which the holders of Preferred Stock are entitled to nominate." 




        Section H.    Survival of Representations and Warranties.    Section 9.3 of the Agreement hereby is
amended by deleting the second sentence and inserting in lieu thereof the following sentence: 



        "The
representations and warranties of the parties contained in this Agreement or in any instrument delivered pursuant hereto will survive the date of the Subsequent Closing and will
remain in full force and effect thereafter until the second anniversary of such Subsequent Closing; provided that the representations and warranties set forth in Sections 4.2, 4.3, 4.7, 4.12, 4.17,
4.19, the first sentence of Section 4.1 and the second sentence of 5.3 will survive the Subsequent Closing and will remain in full force and effect until the expiration of the applicable
statute of limitations (after giving effect to waiver, mitigation or extension thereof); provided, further, that such representations or warranties shall survive (if at all) beyond such period with
respect to any inaccuracy therein or breach thereof, if written notice of which shall have been duly given within such applicable period in accordance with Section 9.2 hereof." 




        Section I.    Stockholders Agreement.    A form of the Amendment No. 1 to Amended and Restated
Stockholders Agreement dated as of November 13, 2000 is attached hereto as Exhibit D-l to this Amendment No. 1. The definition of "Class C Shareholders" as set
forth in Annex A to the Agreement is hereby deleted and replaced in its entirety with the following: "Class C Stockholders" means the holders of the "Class C Common Stock." The
definition of "Series D Preferred Stock" is hereby amended by deleting the par value "$0.01" contained therein and inserting in lieu thereof the par value "$0.0001." The following definitions
as set forth in Annex A to the Agreement hereby are deleted and replaced in their entirety, respectively, with the following: 



        "Amendment
No. 1" means Amendment No. 1 to the Securities Purchase Agreement, dated as of November 13, 2000. 


        "Securities
Purchase Agreement" means the Securities Purchase Agreement dated as of July 17, 2000, among the Company, the Company's Subsidiaries listed therein and the Purchasers
listed therein, as amended by Amendment No. 1. 


        "Stockholders
Agreement" means the Company's Amended and Restated Stockholders Agreement, dated July 17, 2000, as amended by the Amendment No. 1 to Amended and Restated
Stockholders Agreement dated as of November 13, 2000." 



 
 

ARTICLE II    
    
    MISCELLANEOUS    
    


        Section A.    Ratification & Conflicts.    The Agreement as amended by this Amendment No. 1 is
ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 1, the terms and provisions of this
Amendment No. 1 shall govern and control. 


        Section B.    Governing Law.    THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 










        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 1 fully and effectively and to make them binding on the parties hereto. 


        Section D.    Counterparts.    This Amendment No. 1 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


[SIGNATURE PAGES FOLLOW]










        IN WITNESS WHEREOF, this AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	 	 	MetroPCS, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS Wireless, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS, California/Florida, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS Chico, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	MetroPCS Georgia, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS1, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 









	 	 	GWI PCS2, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS3, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS4, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS5, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 





AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT—Signature Pages









	 	 	GWI PCS6, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS7, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS8, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS9, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS10, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS11, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 





AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT—Signature Pages









	 	 	GWI PCS12, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS13, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	GWI PCS14, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	Reauction, Inc.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer




[SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 


AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT—Signature Pages









	 	 	 	 	PURCHASERS:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Print Name of PURCHASER:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Date:	 	 	 	By:	 	 
	 	 	
	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	






AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT—Signature Pages









 
 

Schedule 1    
    


AMENDED AND RESTATED

SCHEDULE OF PURCHASERS  


 dated as of November 13, 2000  


[Schedule
begins on following page] 









 
 

Exhibit A-1    
    
    CERTIFICATE OF DESIGNATIONS    
    


        [Exhibit begins on following page] 









 
 

Exhibit A-2    
    
    SIXTH AMENDED AND RESTATED
  CERTIFICATE OF INCORPORATION    
    


        [Exhibit begins on following page] 









 
 

Exhibit D-1    
    
    AMENDMENT NO. 1 TO
  AMENDED AND RESTATED STOCKHOLDERS AGREEMENT    
    


        [Exhibit begins on following page] 









 
 

AMENDMENT NO. 2 TO AMENDMENT NO. 2 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of December 12, 2000    
    


        Reference is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000, as amended by Amendment No. 1 thereto dated as of
November 13, 2000 (as so amended, the "Agreement"), by and among MetroPCS, Inc., a Delaware corporation (the "Company"), the subsidiaries of the Company listed on Schedule 2
thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto (collectively, together with their successors and assigns, the "Purchasers"). 



        This
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT dated as of December 12, 2000 (this "Amendment No. 2") between the Company, the Subsidiaries and each of the
Purchasers is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used herein
not otherwise defined shall have the meanings set forth in the Agreement, including Annex A thereto. 


 
 

W I T N E S S E T H:    
    



        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's Preferred
Stock with an aggregate liquidation preference of up to $300,000,000; and 


        WHEREAS,
the Company and the Purchasers desire to modify the Agreement in order to (i) add Robert Barrett as an additional Purchaser of the Preferred Stock, but not of the Notes,
(ii) decrease the Commitment Amount for CCP/METROPCS L.L.C., (iii) obtain a waiver with respect to the Company's use of proceeds from the Subsequent Closing, and (iv) extend the
time period during which Purchasers may terminate their respective Commitments and rescind their respective future purchases of Preferred Stock following the Commitment Revocation Date. 



        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 2, the parties hereto agree as follows: 


 
 

ARTICLE I    
    
    AMENDMENTS TO AGREEMENT    
    


        Section A.    Purchasers and Schedule 1.    The Amended and Restated Schedule 1 to the Agreement
hereby is further amended to add Robert Barrett as an additional Purchaser of the Preferred Stock (the "New Purchaser") and to decrease the Commitment Amount for CCP/METROPCS, L.L.C. and the Amended
and Restated Schedule 1 to the Agreement is hereby deleted and replaced in its entirety with the Second Amended and Restated Schedule of Purchasers attached hereto as Schedule 1 to this
Amendment No. 2. 


        Section B.    Additional Fundings.    On December 20, 2000, the New Purchaser shall fund its pro rata
portion of its Commitment Amount in relation to the total Commitment Amount and with respect to the funding for the Subsequent Closing. Such funding shall, for all purposes of the Agreement, be deemed
to be included as part of the Subsequent Closing. 


        Section C.    Waiver of Use of Proceeds.    Purchasers hereby jointly and severally waive the restrictions on
the Company's use of proceeds from the sale of Notes and Preferred Stock set forth in Section 7.4 of the Agreement with respect to the Company's loan of up to $15,000,000 to its Affiliate, MPCS
Wireless, Inc., for the purposes of enabling MPCS Wireless, Inc. to bid in the C and F Block Broadband PCS Spectrum Auction being conducted by the FCC on or about December 12,
2000. 










        Section
D.    Extension of Termination Rights.    Section 2.2(k) of the Agreement is hereby amended and
restated in its entirety to read as follows: 



        (k)   If
as of the close of business on the tenth (10th) Business Day after the Optional Revocation Date (the "Commitment Revocation Date") one or more
Purchasers have revoked their Commitments (the collective Commitment Amount so revoked being the "Commitment Deficiency"), then the following shall occur: 



        (i)    No
later than 10:00 a.m. New York time on the Business Day following the Commitment Revocation Date, the Company shall notify each Purchaser of the aggregate
Commitment Amount as of the close of business on the Commitment Revocation Date and any Commitment Deficiency. Except with respect to the Purchaser's portion of its Commitment Amount attributable to
the first $50 million of the aggregate Commitment Amount, each Purchaser shall have the right to terminate its Commitment and rescind its future purchase of Preferred Stock by notice delivered
to the Company no later than 5:00 p.m. New York time on the sixth (6th) Business Day following the Commitment Revocation Date (provided that the Company has delivered its notice
pursuant to this paragraph (k) (i)), and such Purchaser's Commitment shall terminate. 



        (ii)   Each
Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated or revoked pursuant to
paragraph (j) or (k)(i) above, shall become irrevocable and noncancellable as of the close of business on the sixth (6th) Business Day after the Commitment Revocation Date,
provided that the Purchaser's Commitment shall be subject to cancellation and termination pursuant to paragraph (k)(v) below. During the twelve (12) Business Days following the
Commitment Revocation Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that are attributable to the Commitment
Deficiency by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the total Commitment Amount for each
Purchaser (inclusive of the original principal amount of the Notes) as of the close of business on the sixth (6th) Business Day following the Commitment Revocation Date. 


        (iii)  If
as of the close of business on the twelfth (12th) Business Day after the Commitment Revocation Date there still exists any Commitment Deficiency, then the Company
shall have the right, during the thirteenth (13th) through the twenty fifth (25th) Business Days following the Commitment Revocation Date, to accept Commitments from
additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to eliminate any remaining Commitment Deficiency. After the Second Preferred Closing, if
any additional purchaser delivers a Commitment to purchase Preferred Stock pursuant to this subsection (k), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a
purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its share of the Commitment Amount as the other Purchasers have funded of
their share of the Commitment Amounts (inclusive of the original principal amount of the Notes). 


        (iv)  Notwithstanding
paragraph (iii) above, if as of 12:00 p.m., New York time, on the twelfth (12th) Business Day after the Commitment
Revocation Date the aggregate Commitment Amount is at least $150 million, the Third Preferred Closing involving the purchase of up to $100 million (plus, any amount of the
$25 million that has not been funded in connection with the Second Preferred Closing) of Preferred Stock shall occur on the twelfth (12th) Business Day following the Commitment
Revocation Date or a later date determined by the Board of Directors; provided, however, that the date on which funds are remitted for such Third Preferred Closing shall occur on the later of ten
(10) Business Days after the Third Preferred Closing or January 2, 2001. 


        (v)   If
as of the close of business on the twenty fifth (25th) Business Day after the Commitment Revocation Date the aggregate Commitment Amount is less than
$150 million, 














any
remaining unfunded Commitments to purchase Preferred Stock shall be rescinded and cancelled, and all Commitments shall be deemed to have terminated as of the Commitment Revocation Date. 


Notwithstanding
the foregoing, the "Commitment Deficiency" for all purposes of the Agreement shall be determined by reference to the Amended and Restated Schedule of Purchasers dated as of
November 13, 2000 without giving affect to the amendments to such schedule contemplated by this Amendment No. 2. 




 
 

ARTICLE II    
    
    MISCELLANEOUS    
    



        Section A.    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 2
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 2, the terms and provisions of this
Amendment No. 2 shall govern and control. 


        Section B.    Governing Law.    THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 



        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 2 fully and effectively and to make them binding on the parties hereto. 


        Section D.    Counterparts.    This Amendment No. 2 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart
may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 


        [SIGNATURE PAGES FOLLOW]










        IN WITNESS WHEREOF, this AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	 	 	MetroPCS, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Wireless, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS, California/Florida, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Chico, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Georgia, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS1, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS2, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	

GWI PCS3, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS4, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS5, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS6, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS7, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS8, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS9, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	

GWI PCS10, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS11, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS12, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS13, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS14, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

Reauction, Inc.
	

 	
 	

By:	

 
 Roger D. Linquist

President and Chief Executive Officer




        [SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 









	 	 	PURCHASERS:
	

 	
 	

Print Name of PURCHASER:
	

 	
 	


	

Date:                                   	
 	

By:	

 
	 	 	 	






	

 	
 	

Name:	

 
	 	 	 	






	

 	
 	

Title:	

 
	 	 	 	











Schedule 1  


 SECOND AMENDED AND RESTATED

SCHEDULE OF PURCHASERS  


 dated as of December 12, 2000  


        [Schedule begins on following page] 









 
 
 

AMENDMENT NO. 3 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of December 19, 2000    
    



        Reference is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000, as amended by Amendment No. 1 thereto dated as of
November 13, 2000 and as further amended by Amendment No. 2 thereto dated as of December 12, 2000 (as so amended, the "Agreement"), by and among Metro PCS, Inc., a Delaware
corporation (the "Company"), the subsidiaries of the Company listed on Schedule 2 thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto
(collectively, together with their successors and assigns, the "Purchasers"). 


        This
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT dated as of December 19, 2000 (this "Amendment No. 3") between the Company, the Subsidiaries and each of the
Purchasers is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used herein
not otherwise defined shall have the meanings set forth in the Agreement, including Annex A thereto. 


W I T N E S S E T H:  


        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's Preferred
Stock with an aggregate liquidation preference of up to $300,000,000; and 


        WHEREAS,
the Company and the Purchasers desire to modify the Agreement in order to (i) decrease the Commitment Amount for Metro PCS Investors LLC, and (ii) extend the time
period during which Purchasers may terminate their respective Commitments and rescind their respective future purchases of Preferred Stock following the Commitment Revocation Date. 


        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 3, the parties hereto agree as follows: 


ARTICLE I  


 AMENDMENTS TO AGREEMENT  


        Section A.    Purchasers and Schedule 1.    The Second Amended and Restated Schedule of Purchasers
constituting Schedule 1 to the Agreement hereby is amended to decrease the Commitment Amount for Metro PCS Investors LLC and such Second Amended and Restated Schedule of Purchasers is hereby
deleted and replaced in its entirety with the Third Amended and Restated Schedule of Purchasers attached hereto as Schedule 1 to this Amendment No. 3. 



        Section B.    Extension of Termination Rights.    Section 2.2(k) of the Agreement is hereby amended and
restated in its entirety to read as follows: 



        (k)   If
as of the close of business on the tenth (10th) Business Day after the Optional Revocation Date (the "Commitment Revocation Date") one or more
Purchasers have revoked their Commitments (the collective Commitment Amount so revoked being the "Commitment Deficiency"), then the following shall occur: 



        (i)    No
later than 10:00 a.m. New York time on the Business Day following the Commitment Revocation Date, the Company shall notify each Purchaser of the aggregate
Commitment Amount as of the close of business on the Commitment Revocation Date and any Commitment Deficiency. Except with respect to the Purchaser's portion of its Commitment Amount attributable to
the first $50 million of the aggregate Commitment Amount, each Purchaser shall have the right to terminate its Commitment and rescind its future purchase of Preferred Stock by notice delivered
to the Company no later than 5:00 p.m. 









 


New
York time on January 8, 2001 (provided that the Company has delivered its notice pursuant to this paragraph (k) (i)), and such Purchaser's Commitment shall terminate. 


        (ii)   Each
Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated or revoked pursuant to
paragraph (j) or (k)(i) above, shall become irrevocable and noncancellable as of the close of business on January 8, 2001, provided that the Purchaser's Commitment shall be subject to
cancellation and termination pursuant to paragraph (k)(v) below. Until and including January 17, 2001, each such Purchaser shall have an exclusive right of first refusal to commit to
purchase additional shares of Preferred Stock that are attributable to the Commitment Deficiency by delivering the corresponding additional Commitments to the Company. Such right of first refusal
shall be exercisable pro-rata, based on the total Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes) as of the close of business on
January 8, 2001. 


        (iii)  If
as of the close of business on January 17, 2001 there still exists any Commitment Deficiency, then the Company shall have the right, from and including
January 18, 2001 through and including February 2, 2001, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers,
in order to eliminate any remaining Commitment Deficiency. After the Second Preferred Closing, if any additional purchaser delivers a Commitment to purchase Preferred Stock pursuant to this
subsection (k), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional
purchaser having funded the same percentage of its share of the Commitment Amount as the other Purchasers have funded of their share of the Commitment Amounts (inclusive of the original principal
amount of the Notes). 


        (iv)  Notwithstanding
paragraph (iii) above, if as of 12:00 p.m., New York time, on January 17, 2001 the aggregate Commitment Amount is at least
$150 million, the Third Preferred Closing involving the purchase of up to $100 million (plus, any amount of the $25 million that has not been funded in connection with the Second
Preferred Closing) of Preferred Stock shall occur on January 17, 2001 or a later date determined by the Board of Directors; provided, however, that the date on which funds are remitted for such
Third Preferred Closing shall occur ten (10) Business Days after the Third Preferred Closing. 


        (v)   If
as of the close of business on February 2, 2001 the aggregate Commitment Amount is less than $150 million, any remaining unfunded Commitments to
purchase Preferred Stock shall be rescinded and cancelled, and all Commitments shall be deemed to have terminated as of the Commitment Revocation Date. 


Notwithstanding
the foregoing, the "Commitment Deficiency" for all purposes of the Agreement shall be determined by reference to the Amended and Restated Schedule of Purchasers dated as of
November 13, 2000 without giving affect to the amendments to such schedule contemplated by this Amendment No. 3. 




ARTICLE II  


 MISCELLANEOUS  


        Section A.    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 3
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 3, the terms and provisions of this
Amendment No. 3 shall govern and control. 


2







 

        Section B.    Governing Law.    THIS AMENDMENT NO. 3 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 


        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 3 fully and effectively and to make them binding on the parties hereto. 


        Section D.    Counterparts.    This Amendment No. 3 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


[SIGNATURE PAGES FOLLOW]


3









   
        IN WITNESS WHEREOF, this AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	 	 	MetroPCS, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Wireless, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS, California/Florida, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Chico, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

MetroPCS Georgia, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS1, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS2, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 



4







 

	

 	
 	

GWI PCS3, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS4, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS5, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS6, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS7, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS8, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS9, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS10, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 





5







 

	

 	
 	

GWI PCS11, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS12, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS13, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

GWI PCS14, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	

Reauction, Inc.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer




[SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 


6







 


	 	 	 	 	PURCHASERS:
	

 	
 	

 	
 	

Print Name of PURCHASER:
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	

	

Date:	
 	

 	
 	

By:	
 	

 
	 	 	
	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

 
	 	 	 	 	 	 	

	

 	
 	

 	
 	

Title:	
 	

 
	 	 	 	 	 	 	





7








  



 
 

Schedule 1    
    
    THIRD AMENDED AND RESTATED
  SCHEDULE OF PURCHASERS    
    
    dated as of December 19, 2000    
    


        [Schedule begins on following page] 


8








  



 
 

AMENDMENT NO. 4 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of January 4, 2001    
    


        Reference is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000, as amended by Amendment No. 1 thereto dated as of
November 13, 2000, as further amended by Amendment No. 2 thereto dated as of December 12, 2000, and as further amended by Amendment No. 3 thereto dated as of
December 19, 2000 (as so amended, the "Agreement"), by and among MetroPCS, Inc., a Delaware corporation (the "Company"), the subsidiaries of the Company listed on Schedule 2
thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto (collectively, together with their successors and assigns, the "Purchasers"). 


        This
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT dated as of January 4, 2001 (this "Amendment No. 4") between the Company, the Subsidiaries and each of the Purchasers
is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used herein not
otherwise defined shall have the meanings set forth in the Agreement, including Annex A thereto. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's
Series D Convertible Preferred Stock, par value $0.0001 per share, with an aggregate liquidation preference of up to $300,000,000; and 


        WHEREAS,
in connection with the purchase of the Company's Series D Preferred Stock, the Company and the Purchasers desire to: (A)
amend Sections 3(c) and 6 of the Certificate of Designations for the Series D Preferred Stock in order to reduce the initial Conversion Price of the Series D Preferred Stock from $338.39
per share to $281.99 per share, and to provide for certain additional liquidation preference rights upon certain sales of assets of the Company and additional co-sale rights to receive an
equivalent portion of their liquidation preference from a sale of 1% or more of the voting stock of the Company; (B) modify the first paragraph of
Section 2.2(a) of the Agreement to include the amendment of the Stockholders Agreement and the Certificate of Incorporation of the Company as an additional conditions precedent to the Third
Preferred Closing and to provide for the remittance of funds for the Third Preferred Closing to occur on or after February 1, 2001;  (C) amend Section 2.2(a) of the Agreement to provide
for the Company to request a supplemental funding for any additional Commitments that
were accepted by the Company after the Subsequent Closing and to amend and restate Section 2.2(i) of the Agreement to permit certain Purchasers to transfer their Series D
Preferred Stock with voting rights to Affiliates; (D) modify Section 2.2(a) of the Agreement to eliminate the supermajority voting requirement
for additional fundings of the Commitment Amount after the Third Preferred Closing; (E) amend Section 2.2(a) and add new
Section 2.2(m) to the Agreement to provide each Purchaser with an additional right to fund all of the unfunded portion of such Purchaser's Commitment Amount;  (F) amend Section 2.2(k) of the
Agreement to delete the Purchaser's exclusive right of first refusal to submit additional Commitments to cover
any Commitment Deficiency; (G) amend Section 7.10 to set the Board of Directors at seven directors and amend sections 2.2 and 3.1 of the
Stockholders Agreement to provide for three directors attributable to the Class C Common Stock with one nominated by Accel, one by MC Venture Partners and one by the holders of the
Series D Preferred Stock and to provide for supermajority voting by only two "Outside Directors", who are nominated by Accel and MC Venture Partners;  (H) amend section 2.1 of the
Stockholders Agreement to provide for the termination of the special voting rights of the Class A.
Stockholders and the supermajority voting rights upon certain events; and (I) modify the definition of "Qualified Public Offering" in Annex A to the
Agreement. 


1







 



        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 4, the parties hereto agree as follows: 


 
 

ARTICLE I    
    
    AMENDMENTS TO AGREEMENT    
    


        Section A.    Amendments to Certificate of Designations.    Subject to the approval of the holders of not less
than (a) a majority of each class of the Company's outstanding common stock entitled to vote thereon,
and (b) 662/3% of the Preferred Stock (the "Requisite Stockholder Consent"), the Company shall amend its Sixth Amended and Restated Certificate of Incorporation to
(i) amend Section 3(c) of the Certificate of Designations to decrease the initial Conversion Price of the Preferred Stock from $338.39 per share to $281.99 per share, and
(ii) amend and restate Section 6 of the Certificate of Designations in its entirety to read as follows: 


        "Section 6.    Preference upon Liquidation Event or Preferred Co-Sale Event.    



        (a)    Liquidation Event.    For purposes of this Section 6, a "Liquidation
Event" shall mean a liquidation, dissolution or winding up of this Company that shall be deemed to be occasioned by, or to include (i) the acquisition of the Company by
another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, issuance of new securities or transfer of issued
and outstanding securities) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the stock of the Company, (ii) a sale or other disposition of all or
substantially all of the assets of the Company, or (iii) a sale or other disposition of assets that results in funds being available for distribution to stockholders which are in excess of
those necessary or appropriate for the Company to conduct its business operations (including repayment of its outstanding liabilities) and execute its business plan, as determined by the Board of
Directors, unless, in any event, within 30 days after delivery of written notice of any such transaction by the Company to the holders of the Series D Preferred Stock, the holders of
662/3% of the shares of the Series D Preferred Stock then outstanding provide the Company with written notice that such transaction shall not be deemed a "Liquidation Event" for
purposes of this Section 6. With respect to a Liquidation Event, the Company shall give each holder of the Series D Preferred Stock written notice of any such transaction constituting a
Liquidation Event no less than 30 days prior to the occurrence thereof. 


        (b)    Liquidation Preference (including Participation Rights).    The "Liquidation
Value" of the Series D Preferred Stock shall be $100 per share. The "Series D Liquidation Preference" for each
share of Series D Preferred Stock shall equal the sum of (1) the Liquidation Value, plus (2) the greater of (i) the amount of all accrued and unpaid dividends and
distributions thereon, and (ii) the amount that would have been paid in respect of each share of Series D Preferred Stock had such share been converted into Class C Common Stock
immediately prior to either the Liquidation Event or the Preferred Co-Sale Event, as applicable, at the then current conversion price. Upon any Liquidation Event, no distributions shall be
made to any holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock unless, prior thereto, all of the
holders of shares of Series D Preferred Stock shall have received payment in full of the aggregate Series D Liquidation Preference. 


        (c)    Ratable Distributions.    Upon a Liquidation Event, and in the event there are not sufficient assets available
to permit payment in full of the Series D Liquidation Preference, then all of the assets available for distribution shall be distributed ratably to the holders of Series D Preferred
Stock in proportion to the amount that would be paid to such holders if such assets were sufficient to permit payment in full. 



2







 

        (d)    Preferred Co-Sale Event.    For purposes of this Section 6, and for a two year period
following the date on which this Amendment One has been filed with Secretary of State of the State of Delaware, a "Preferred Co-Sale Event"
shall mean a sale of stock of the Company during such two year period that results in the transfer of one percent (1%) or more, but less than fifty percent (50%), of the outstanding voting power of
the stock of the Company; provided, however, that a "Preferred Co-Sale Event" shall not include any transfers of voting stock to a "Permitted Transferee" pursuant to and as defined in
Section 4.1 (b), (c) and (d) of the Stockholders Agreement or any transfers of voting stock to comply with the applicable FCC regulations pursuant to Section 4.2 of the Stockholders
Agreement; and provided, further that a transfer that would otherwise involve a Preferred Co-Sale Event shall be subject to the "Rights of First
Refusal" (as defined and described in Section 4.3 of the Stockholders Agreement). If a prospective Preferred Co-Sale Event occurs or may occur during the
applicable two-year period, then at least thirty (30) days prior to the proposed transfer, any Stockholders that seek to transfer any shares of voting stock of the Company owned by
such Stockholders (each, a "Selling Stockholder") shall deliver written notice of such Stockholders' proposal to transfer such voting stock (a
"Notice of Intention"), accompanied by a copy of the agreement relating to such transfer with any person, including such person's identity, the purchase
price and all material terms (the "Sale Proposal"), to each of the Series D Preferred Stockholders, setting forth (x) such Selling
Stockholders' agreement to make such transfer (the consideration for which shall be limited to proceeds in the form of cash and/or securities), (y) the number and class of voting security of
the Company agreed to be transferred (the "Offered Securities"), and (z) the price at which such Selling Stockholders have agreed to (or are
willing to) transfer the Offered Securities (the "Proposed Sales Price") and other terms applicable thereto. 


        For
purposes of this Section 6, and with respect to the valuation of securities that will be paid as all or part of the sales proceeds for the transfer of voting stock pursuant to
a Preferred Co-Sale Event, the value of such securities as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National
Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the twenty (20) day period ending three (3) days prior to such date;
(ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) day
period ending three (3) days prior to such date; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board
of Directors of the Company. If the Company incurs any expenses in connection with such determination, such expenses shall be paid by the Selling Stockholders in proportion to the number of shares of
voting stock that each such Selling Stockholder proposes to sell. 


        Notwithstanding
Section 4.4 of the Stockholders Agreement, in the event that a Preferred Co-Sale Event occurs and with respect to any or all Offered Securities for
which the Rights of First Refusal is not being exercised (the "Co-Sale Stock"), then any Selling Stockholder that wishes to sell all or a
portion of its shares of Co-Sale Stock may transfer such available Offered Securities only pursuant to and in accordance with the following provisions of this Section 6(d) of the
Certificate of Designations. 


        Each
of the Series D Preferred Stockholders shall have the right to participate in the sale of the applicable Offered Securities on the terms and conditions herein stated (the
"Preferred Co-Sale Option"), which right shall be exercisable upon written notice (the "Acceptance
Notice") to the Selling Stockholders within ten (10) days after the Selling Stockholders deliver the Notice of Intention to the Series D Preferred Stockholders.
The Acceptance Notice shall indicate the maximum number of shares of Series D Preferred Stock that such Series D Preferred Stockholders (each, a
"Co-Sale Stockholder") wishes to sell (including the number of shares it would sell if one or more other Co-Sale Stockholders do
not elect to participate in the sale) on the terms and conditions stated in the Notice of Intention. 



3









  



        Each
Co-Sale Stockholder shall have the right to exercise its Preferred Co-Sale Option and sell a portion of its shares of Series D Preferred Stock to be
determined by such Co-Sale Stockholder, which portion may not exceed the product obtained by multiplying (X) the number of
Co-Sale Stock that were proposed to be sold by the Selling Stockholder, by (Y) a fraction, (N) the numerator of which is the total
number of shares of Common Stock (on an as converted basis) that all shares of the Series D Preferred Stock held by such Co-Sale Stockholder are convertible into on the date of the
Acceptance Notice (as determined in accordance with Section 1.2 of the Stockholders Agreement) and (D) the denominator of which is the total number of shares of Common Stock (on an as
converted basis) then held as of the date of such Acceptance Notice by the Selling Stockholder, plus the total number of shares of Common Stock (on an as converted basis) that all shares of the
Series D Preferred Stock held by all of the Co-Sale Stockholders desiring to participate are convertible into on the date of the Acceptance Notice (as determined in accordance with
Section 1.2 of the Stockholders Agreement). To the extent that one or more Co-Sale Stockholders elect to not exercise their Preferred Co-Sale Option, then the rights of
the other Co-Sale Stockholders (who exercise their Preferred Co-Sale Option) to sell shares pursuant to their Preferred Co-Sale Option shall be increased
proportionately by the full amount of shares which the non-electing Co-Sale Stockholders were entitled to sell pursuant to this Section 6(d). Within ten (10) days
after the date by which the Co-Sale Stockholders were first required to notify the Selling Stockholders of their intent to exercise their Preferred Co-Sale Option, the Selling
Stockholder shall notify each participating Co-Sale Stockholder of the number of shares of Co-Sale Stock held by such Co-Sale Stockholder that will be included in
the sale and the date on which such sale will be consummated pursuant to this Section 6(d). 



        Each
of the Co-Sale Stockholders participating in a sale under this Section 6(d) may effect its participation in such sale hereunder by delivery to the proposed
transferee, or to the Selling Stockholders for delivery to the proposed transferee, of one or more instruments or certificates, properly endorsed for transfer, representing the shares of
Series D Preferred Stock it elects to sell therein, provided that no Co-Sale Stockholder shall be required to make any representations or warranties or provide any indemnities in
connection therewith other than with respect to its ownership of the shares of Series D Preferred Stock being conveyed. At the time of consummation of the Preferred Co-Sale Event,
the proposed transferee shall remit directly to each such Co-Sale Stockholder that portion of the sale proceeds equal to the greater of: (i) the aggregate of the Series D
Liquidation Preference for the shares of Series D Preferred Stock being sold by such Co-Sale Stockholder, as calculated with respect to the total sales proceeds for all
Co-Sale Stock being sold in connection with such Preferred Co-Sale Event, or (ii) the aggregate of the purchase price per share (on an as converted to Common Stock
basis) for the shares of Series D Preferred Stock being sold by such Co-Sale Stockholder. 


        In
the event that the sale is not consummated pursuant to this Section 6(d) or the proposed transferee fails to timely remit to each Co-Sale Stockholder its portion of
the sale proceeds, then such sale shall be deemed to be void, and any transfers of shares of voting stock pursuant to such sale shall be deemed to be in violation of the provisions of the Certificate
of Designations and the Stockholders Agreement, unless the Selling Stockholder once again complies with the provisions of this Section 6(d) with respect to such Offered Securities." 




        Section B.    Additional Condition Precedent to Third Preferred Closing.    


        1.     The
last sentence of the first paragraph of Section 2.2 (a) of the Agreement is amended and restated in its entirety to read as follows: "In connection with
the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Series D Preferred Stock to be sold to such Purchaser at the Third Preferred Closing shall be conditioned
upon the following: (1) the satisfaction or waiver, prior to or at the Third Preferred Closing, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12, provided that each
such Section is applied by substituting the "Third Preferred 


4







 



Closing"
for any references to the "Subsequent Closing"; (2) the receipt of the Requisite Stockholder Consent with respect to (i) the filing of Amendment One to Sixth Amended and
Restated Certificate of Incorporation of the Company, and (ii) Amendment No. 2 to Amended and Restated Stockholders Agreement; and (3) the filing of Amendment One to Sixth Amended
and Restated Certificate of Incorporation in the State of Delaware. 



        2.     Section 2.2
(a) of the Agreement is further amended by deleting the proviso at the end of the third sentence in the first paragraph and replacing such
proviso with the following language: "provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than February 1, 2001." 


        Section C.    Supplemental Funding for Additional Commitments; Purchaser Transfers to Affiliates.    



        1.     Section 2.2
(a) of the Agreement is amended by inserting a new second paragraph after the first paragraph to read as follows: 



        "Notwithstanding
the preceding paragraph of this Section 2.2 (a), to the extent that any additional Commitments are accepted by the Company after the Subsequent Closing from
either existing Purchasers or new Purchasers of Series D Preferred Stock (each, an "Additional Commitment Amount"), then at the election of Company, as determined by its Board of Directors,
each such Purchaser shall fund a proportionate share of its Additional Commitment Amount as a supplemental
funding to the Subsequent Closing (the "Supplemental Funding"), so that following such Supplemental Funding all of the Purchasers own their proportionate share of Series D Preferred Stock in
relation to their Commitment Amount, the aggregate of all Commitment Amounts and the portion of the aggregate Commitment Amounts that have been and will be funded following such Supplemental Funding.
If the Company elects to have a Supplemental Funding, the Company shall provide each participating Purchaser with at least ten (10) Business Days prior notice of the date on which funds for
such Supplemental Funding shall be remitted to the Company and the amount each such Purchaser shall fund as part of such Supplemental Funding. If such Supplemental Funding occurs, then such
Supplemental Funding shall be deemed to be included as part of the Subsequent Closing for all purposes of the Agreement." 




        2.     Section 2.2(i) of
the Agreement is amended and restated in its entirety to read as follows: 



        "(i)  Any
Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, (ii) any of its partners, limited
partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its
Affiliates and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and
(ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than with respect to (x) any transfers by Pacific to its Affiliate, Pacific Capital
Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., or (y) any transfers by J.H. Whitney IV, L.P. or Whitney Acquisition II, Corp. to one or more of its
Affiliates (including Whitney V, L.P.), pursuant to which the respective voting rights will also be transferred. Notwithstanding the foregoing, J.H. Whitney IV, L.P. or Whitney Acquisition II, Corp.
may not transfer the Preferred Stock or any voting rights in respect thereof to any Affiliate unless such Affiliate and the Company have applied for and received any necessary approvals under the HSR
Act, if applicable." 




        Section D.    Elimination of Supermajority Vote Requirement.    The second sentence of the second paragraph of
Section 2.2(a) of the Agreement is amended and restated in its entirety to read as follows: 




"After
the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized by a majority of the Board of Directors." 




5







 





        Section E.    Addition of Purchaser Funding Option.    


        1.     Section 2.2
(a) of the Agreement is amended by deleting the last sentence of the last paragraph of this subsection that reads as follows: "Subject to the
provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall
then terminate." 


        2.     Section 2.2
of the Agreement is further amended by adding the following paragraph (m) at end thereof: 



        "(m) Subject
to the conditions set forth below, any Purchaser, in its sole discretion, shall have the right to fund all of such Purchaser's remaining unfunded Commitment
Amount hereunder for shares of Series D Preferred Stock that have an aggregate liquidation value equal to the amount being funded (the "Purchaser Funding Option"). Each Purchaser's exercise of
its Purchaser Funding Option shall be subject to and conditioned upon the following: (1) such Purchaser shall provide the Company with at least ten (10) Business Days prior written
notice of its intention to exercise its right to fund hereunder; and (2) such Purchaser shall not have breached or otherwise violated the applicable terms of this Agreement. If with respect to
the expected capital that is necessary or appropriate for the Company to conduct its business operations (including repayment of its outstanding liabilities) and execute its business plan, as
determined by its Board of Directors, the Company acting in good faith and using its best efforts pursuant to this Agreement has established and pursued its obligations to complete any closings for
the purchase of the Series D Preferred Stock in accordance with this Agreement (including any Supplemental Funding, the Second Preferred Closing, the Third Preferred Closing or any additional
closings) and a Purchaser has not funded the allocable share of its Commitment Amount in connection with any such closings for the purchase of the Series D Preferred Stock, then the Purchaser
Funding Option with respect to any remaining unfunded Commitment Amount for such Purchaser shall be canceled and terminated, without otherwise affecting any other rights, obligations or terms of such
Purchaser's Commitment. Subject to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing
and, to the extent not drawn, shall then terminate; provided, however, that the Purchaser Funding Option for each Purchaser shall continue in full force and effect, until such time as the Purchaser
notifies the Company of the termination of its Purchaser Funding Option with respect to any remaining unfunded Commitment Amount." 




        Section F.    Delete Purchaser's Right of First Refusal.    Section 2.2(k) of the Agreement is amended
and restated in its entirety to read as follows: 



        "(k) If
as of the close of business on the tenth (10th) Business Day after the Optional Revocation Date (the "Commitment Revocation Date") one or more
Purchasers have revoked their Commitments (the "Commitment Deficiency" shall mean the uncommitted amount needed to achieve an aggregate Commitment Amount of $300 million, including any
Commitment Amount being revoked hereunder), then the following shall occur: 



        (i)    No
later than 10:00 a.m. New York time on the Business Day following the Commitment Revocation Date, the Company shall notify each Purchaser of the aggregate
Commitment Amount as of the close of business on the Commitment Revocation Date and any Commitment Deficiency. Except with respect
to the Purchaser's portion of its Commitment Amount attributable to the first $50 million of the aggregate Commitment Amount, each Purchaser shall have the right to terminate its Commitment and
rescind its future purchase of Preferred Stock by notice delivered to the Company no later than 5:00 p.m. New York time on January 8, 2001 (provided that the Company has delivered its
notice pursuant to this paragraph (k) (i)), and such Purchaser's Commitment shall terminate. 




6













  





        (ii)   Each
Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated or revoked pursuant to
paragraph (j) or (k)(i) above, shall become irrevocable and noncancellable as of the close of business on January 8, 2001, provided that the Purchaser's Commitment shall be
subject to cancellation and termination pursuant to paragraph (k)(v) below. 


        (iii)  If
as of the close of business on January 8, 2001 there exists any Commitment Deficiency, then the Company shall have the right, from and including
January 8, 2001 through and including February 2, 2001, to accept Commitments from the existing Purchasers and any additional purchasers of Preferred Stock, subject to the same terms and
conditions as the Purchasers, in order to eliminate any remaining Commitment Deficiency; provided that the Company shall use reasonable efforts to provide, first, existing Purchasers (relating to such
Purchasers' Commitments) and, next, existing Stockholders with an opportunity to make additional Commitments. After the Second Preferred Closing, if any additional Purchaser delivers a Commitment to
purchase Preferred Stock pursuant to this subsection (k), then such additional Purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such
funding, in such additional Purchaser having funded the same percentage of its share of the Commitment Amount as the other Purchasers have funded of their share of the Commitment Amounts (inclusive of
the original principal amount of the Notes). 


        (iv)  Notwithstanding
paragraph (iii) above, if as of 12:00 p.m., New York time, on January 8, 2001 the aggregate Commitment Amount is at least
$150 million, the Third Preferred Closing involving the purchase of up to $100 million (plus, any amount of the $25 million that has not been funded in connection with the Second
Preferred Closing) of Preferred Stock shall occur on a date determined by the Company and its Board of Directors; provided, however, that the date on which funds are remitted for such Third Preferred
Closing shall occur ten (10) Business Days after the Third Preferred Closing, but in any event no earlier than February 1, 2001. 


        (v)   If
as of the close of business on February 2, 2001 the aggregate Commitment Amount is less than $150 million, then, except with respect to the Purchaser's
portion of its Commitment Amount attributable to the first $50 million of the aggregate Commitment Amount, any remaining unfunded Commitments to purchase Preferred Stock shall be rescinded and
cancelled, and all Commitments shall be deemed to have terminated as of the Commitment Revocation Date. 


        (vi)  Within
one (1) Business Days after January 8, 2001, the Company shall provide each Purchaser with an Amended and Restated Schedule 1 to the
Agreement. To the extent that any Commitments are accepted by the Company after January 8, 2001, then on or before the first (1st) Business Day following February 2, 2001,
the Company shall provide each Purchaser with an Amended and Restated Schedule 1 to the Agreement." 





        Section G.    Board of Directors.    Section 7.10 of the Agreement hereby is deleted and replaced in its
entirety with the following: 



        "In
connection with the Subsequent Closing and pursuant to the Stockholders Agreement, the Board of Directors of the Company shall consist of seven (7) directors, subject to and
as determined pursuant to the Stockholders Agreement or the Bylaws of the Company. Thereafter, the Company will take no action to increase the size of the Board of Directors or decrease the number of
directors which the holders of Preferred Stock are entitled to nominate." 



7







 

        Section H.    Amendment to Definition of Qualified Public Offering.    The definition of "Qualified Public
Offering" set forth in Annex A to the Agreement is amended and restated in its entirety to read as follows: 



        "Qualified Public Offering" or "Qualifying Public Offering" means an Initial Public Equity
Offering which results in gross proceeds to the Company of at least $100 million in the aggregate, and which yields an adjusted equity valuation of two times the liquidation value of the
Series D Preferred Stock. 



 
 

ARTICLE II    
    
    MISCELLANEOUS    
    



        Section A.    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 4
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 4, the terms and provisions of this
Amendment No. 4 shall govern and control. 


        Section B.    Governing Law.    THIS AMENDMENT NO. 4 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
AND ENFORCED UNDER, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 



        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 4 fully and effectively and to make them binding on the parties hereto. 


        Section D.    Counterparts.    This Amendment No. 4 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


        [SIGNATURE
PAGES FOLLOW] 


8










        IN WITNESS WHEREOF, this AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	 	 	MetroPCS, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Wireless, Inc.
 
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS, California/Florida, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Chico, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Georgia, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer











	 	 	GWI PCS1, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS2, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS3, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS4, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS5, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS6, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer











	 	 	GWI PCS7, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS8, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS9, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS10, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS11, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer











	 	 	GWI PCS12, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS13, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS14, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
Reauction, Inc.
	

 	
 	

By:	
 	

 
 Roger D. Linquist

President and Chief Executive Officer




        [SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 









	 	 	PURCHASERS:
	

 	
 	
Print Name of PURCHASER:
	

 	
 	


	

 	
 	

By:	
 	

 

	 	 	Name:	 	 

	 	 	Title:	 	 






	Date:	 	 
	 	 










  



 
 

AMENDMENT NO. 5 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of January 9, 2001    
    


        Reference is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000, by and among MetroPCS, Inc., a Delaware corporation (the
"Company"), the subsidiaries of the Company listed on Schedule 2 thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto (collectively,
together with their successors and assigns, the "Purchasers"), as amended by Amendment No. 1 thereto dated as of November 13, 2000, as further amended by Amendment No. 2 thereto
dated as of December 12, 2000, as further amended by Amendment No. 3 thereto dated as of December 19, 2000, and as further amended by Amendment No. 4 thereto dated as of
January 4, 2001 (as so amended, the "Agreement"). 


        This
AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT dated as of January 9, 2001 (this "Amendment No. 5") between the Company, the Subsidiaries and each of the Purchasers
is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used herein not
otherwise defined shall have the meanings set forth in the Agreement, including Annex A thereto. 


W I T N E S S E T H:  


        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's
Series D Convertible Preferred Stock, par value $0.0001 per share, with an aggregate liquidation preference of up to $300 million; and 


        WHEREAS,
the Company and the Purchasers desire to amend the applicable provisions of the Agreement and the Certificate of Designations to increase the issuance of the Series D
Preferred Stock to an aggregate liquidation value of up to $350 million and provide for the number of shares of up to 3,500,000. 



        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 5, the parties hereto agree as follows: 


 
 

ARTICLE I    
    
    AMENDMENTS TO AGREEMENT    
    


        Section A.    Amendments to Increase Total Commitment Amount.    Section 1.1 of the Agreement hereby is
amended to delete the first sentence of such Section 1.1 and replace it with two sentences that read follows: 



        "The
Company has authorized the issuance and sale of its Series D Preferred Stock with an aggregate liquidation preference of up to $350 million, which may be issued and
sold pursuant to this Agreement. Upon the adoption of this Amendment No. 5, any references in the Agreement (1) to either $300 million or $300,000,000 shall be deemed to have been
changed to $350 million or $350,000,000, respectively, and (2) to either $295 million or $295,000,000 shall be deemed to have been changed to $345 million or $345,000,000,
respectively." 


        Section B.    Effectiveness of Amendment.    If the requisite percentage of Purchasers agree to and execute
this Amendment No. 5 pursuant to the Agreement, then this Amendment No. 5 shall become effective upon the satisfaction of the following conditions: (1) the filing of an amendment
to the Sixth Amended and Restated Certificate of Incorporation that provides for an increase in the number of authorized shares of the Series D Preferred Stock of up to 3,500,000 shares; and
(2) the receipt of a legal opinion from Andrews & Kurth LLP in the form of Exhibit A attached hereto. Notwithstanding 


1







 



any
provision to the contrary in the Agreement or this Amendment No. 5, until the preceding conditions have been satisfied, this Amendment No. 5 shall not become effective. 


 
 

ARTICLE II    
    
    MISCELLANEOUS    
    


        Section A.    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 5
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 5, the terms and provisions of this
Amendment No. 5 shall govern and control. 


        Section B.    Governing Law.    THIS AMENDMENT NO. 5 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
AND ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 


        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 5 fully and effectively and to make them binding on the parties hereto. 


        Section D.    Counterparts.    This Amendment No. 5 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


[SIGNATURE
PAGES FOLLOW] 


2










        IN WITNESS WHEREOF, this AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	

 	
 	
MetroPCS, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Wireless, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS, California/Florida, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Chico, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Georgia, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS1, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	
GWI PCS2, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS3, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS4, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS5, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS6, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS7, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	
GWI PCS8, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS9, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS10, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS11, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS12, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS13, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 










	

 	
 	
GWI PCS14, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
Reauction, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Roger D. Linquist

President and Chief Executive Officer




[SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 









	

 	
 	

 	
 	

PURCHASERS:
	

 	
 	

 	
 	
Print Name of PURCHASER:
	

 	
 	

 	
 	


	

 	
 	

 	
 	

By:	

 
	 	 	 	 	 	

	

 	
 	

 	
 	

Name:	

 
	 	 	 	 	 	

	

 	
 	

 	
 	

Title:	

 
	 	 	 	 	 	

	

Date:	
 	

 	
 	

 	

 
	 	 	
	 	 	 











 
 

EXHIBIT A    
    
    Legal Opinion    
    


[Begins
on Next Page] 








  



 
 

AMENDMENT NO. 6 TO
  SECURITIES PURCHASE AGREEMENT    
    
    dated as of November 3, 2003    
    


        Reference is hereby made to the SECURITIES PURCHASE AGREEMENT, dated as of July 17, 2000, by and among MetroPCS, Inc., a Delaware corporation (the
"Company"), the subsidiaries of the Company listed on Schedule 2 thereto (collectively, the "Subsidiaries") and each of the PURCHASERS listed on Schedule 1 thereto (collectively,
together with their successors and assigns, the "Purchasers"), as amended by Amendment No. 1 thereto dated as of November 13, 2000, as further amended by Amendment No. 2 thereto
dated as of December 12, 2000, as further amended by Amendment No. 3 thereto dated as of December 19, 2000, as further amended by Amendment No. 4 thereto dated as of
January 4, 2001, and as further amended by Amendment No. 5 thereto dated as of January 9, 2001 (as so amended, the "Agreement"). 


        This
AMENDMENT NO. 6 TO SECURITIES PURCHASE AGREEMENT dated as of November 3, 2003 (this "Amendment No. 6") among the Company, the Subsidiaries and each of the Purchasers
is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and adding certain provisions of and to the Agreement. Initially capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Agreement, including Annex A thereto. 


W I T N E S S E T H:  


        WHEREAS, pursuant and subject to the Agreement, the Company has agreed to sell and the Purchasers have the right to purchase shares of the Company's
Series D Convertible Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stock"), with an aggregate liquidation preference of up to $350 million; and 


        WHEREAS,
in connection with the consummation of the transactions contemplated by the Agreement, the Company has entered into the Amended and Restated Stockholders Agreement dated as of
July 17, 2000 by and among the Company and the Stockholder parties thereto (collectively, together with their
successors and assigns, the "Stockholders"), as amended and supplemented from time to time (the "Stockholders Agreement"); and 


        WHEREAS,
in connection with the transactions contemplated by the Agreement, the Company had, as of October 30, 2003, issued 3,145,578 shares of Series D Preferred Stock
with an aggregate liquidation preference of $314,557,800 (of which (i) 3,144,585 shares were issued upon payment of an aggregate cash purchase price of $314,458,500 and (ii) 993 shares
were issued in satisfaction of an aggregate of $99,300 in accumulated interest on the Company's 6% Subordinated Convertible Notes and its 8% Subordinated Convertible Notes); and 



        WHEREAS,
on October 30, 2003, the Company exercised its option to cause the issuance and sale of an additional 354,422 shares of Series D Preferred Stock with an aggregate
liquidation preference of $35,442,200 by making a cash capital call pursuant to and in accordance with the Agreement; and 


        WHEREAS,
the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, on a pro-rata basis, an additional 993 shares (the
"Additional Shares") of Series D Preferred Stock (with an aggregate liquidation value of $99,300) in exchange for the payment of a cash purchase price of $100 per share (for an aggregate cash
purchase price of $99,300) such that the sum of all cash amounts collected from the Purchasers under the Agreement will equal $350 million; and 



        WHEREAS,
the Company and the Purchasers desire to (a) amend the applicable provisions of the Agreement in order to (i) provide that the Company may issue and sell pursuant
to the Agreement shares of Series D Preferred Stock having an aggregate liquidation value of up to $350.1 million, (ii) provide that each Purchaser's Commitment to purchase the
Additional Shares shall extend until 


1







 



December 31,
2003, (iii) eliminate the Company's obligation to furnish monthly financial statements to the Purchasers and (iv) provide that notices and communications provided for
under the Agreement may be sent by electronic mail and/or electronic mail attachment, (b) amend the applicable provisions of the Amended and Restated Certificate of Designations, Preferences
and Rights relating to the Series D Preferred Stock (the "Certificate of Designations") in order to increase the number of shares of the Company's authorized preferred stock designated as
Series D Preferred Stock from 3,500,000 shares to 4,000,000 shares and (c) amend the applicable provisions of the Stockholders Agreement in order to (i) provide that notices and
communications provided for under the Stockholders Agreement may be sent by electronic mail and/or electronic mail attachment and (ii) provide that each Stockholder will maintain the
confidentiality of any Confidential Information (as defined in the Stockholders Agreement) disclosed to such Stockholder. 


        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 6, the parties hereto agree as follows: 


 
 

ARTICLE I    
    
    AMENDMENTS TO AGREEMENT    
    


        Section A.    Authorized Series D Preferred Stock.    Section 1.1 of the Agreement is hereby
amended to delete the first sentence of such Section 1.1 and replace it with two sentences that read as follows: 



        "The
Company has authorized the issuance and sale of shares of its Series D Preferred Stock with an aggregate liquidation preference of up to $400 million, of which shares
of Series D Preferred Stock with an aggregate liquidation preference of up to $350.1 million may be issued and sold pursuant to this Agreement. Upon the adoption of Amendment
No. 6 to this Agreement, any references in this Agreement to either $350 million or $350,000,000 shall be deemed to have been changed to $350.1 million or $350,100,000,
respectively." 




        Section B.    Duration of Purchaser Commitments.    The last sentence of Section 2.2(m) of the Agreement
(as set forth in Section E(2) of Amendment No. 4 to the Agreement) is hereby amended and restated in its entirety to read as follows: 




"Subject
to the provisions of this Section 2.2 (and except as otherwise provided below), each Purchaser's Commitment shall remain in full force and effect for three years from the date of the
Subsequent Closing and, to the extent not drawn, shall then terminate; provided, however, that each Purchaser's Commitment to purchase such Purchaser's
pro-rata portion of the Additional Shares (as defined in Amendment No. 6 to this Agreement) shall remain in full force and effect until December 31, 2003; and  provided further, that the
Purchaser Funding Option for each Purchaser shall continue in full force and effect, until such time as the Purchaser
notifies the Company of the termination of its Purchaser Funding Option with respect to any remaining unfunded Commitment Amount." 





        Section C.    Quarterly Financial Statements.    Clause (b) of the second sentence of Section 7.3
of the Agreement is hereby amended and restated in its entirety to read as follows: 




"(b)
within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the quarter ending June 30, 2000), a consolidated unaudited balance
sheet of the Company as at the end of such quarter and a consolidated unaudited statement of income and retained earnings for the Company for such quarter and for the year to date, each of the
foregoing balance sheets and statements of income and retained earnings to set forth in comparative form the corresponding figures of (or, in the case of the balance sheet, as of the end of) the prior
fiscal year." 




2







 





        Section D.    Elimination of Covenant to Furnish Monthly Financials.    The second sentence of
Section 7.3 of the Agreement is hereby amended by deleting the following language originally inserted at the end of such sentence by Section F(l) of Amendment No. 1 to the
Agreement: 




",
and (e) within 30 days after the end of each calendar month commencing with the month of December 2000, a consolidated unaudited balance sheet of the Company as of the end of
such month and an unaudited statement of income and retained earnings for the Company for such month and for the year to date." 





        Section E.    Notices.    Section 9.5 of the Agreement is hereby amended and restated in its entirely to
read as follows: 



        "Section 9.5    Notices    


        All
notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid), or (d) by electronic mail transmission (including without limitation electronic mail attachment). Any such notice or communication must be sent as follows: 


        if
to the Purchasers: 




to
the respective mailing addresses, telecopy numbers and/or email addresses for notice as set forth in the books and records of the Company, 





        with
a copy to (which shall not constitute notice): 




Mayer,
Brown, Rowe & Maw LLP

1675 Broadway

New York, New York 10019

Attention: Kathleen A. Walsh

Telephone: (212) 506-2553

Telecopy: (212) 262-1910

email: kwalsh@mayerbrown.com 





        if
to the Company, to: 




MetroPCS, Inc.

8144 Walnut Hill Lane

Suite 800

Dallas, Texas 75231

Attention: Dennis G. Spickler, Chief Financial Officer

Telephone: (214) 265-2550

Telecopy: (214) 265-2570

email: dspickler@metropcs.com 





        with
a copy to (which shall not constitute notice): 




Andrews
Kurth LLP

600 Travis Street

Suite 4200

Houston, Texas 77002

Attention: Henry Havre

Telephone: (713) 220-4200

Telecopy: (713) 220-4285

email: henryhavre@andrewskurth.com 





3







 




        Notices
under this Section 9.5 will be deemed given only when actually received. Each party may, by notice given hereunder, designate a different address, telecopy number and/or
email address to which subsequent notices and communications shall be sent." 




        Section F.    Amendment to Stockholders Agreement.    A form of Amendment No. 3 to the Company's Amended
and Restated Stockholders Agreement dated as of July 17, 2000 is attached to this Amendment No. 6 as Exhibit A. The definition of
"Stockholders Agreement" as set forth in Annex A to the Agreement is hereby deleted and replaced in its entirety with the following: 




"'Stockholders
Agreement' means the Company's Amended and Restated Stockholders Agreement, dated as of July 17, 2000, as amended by (i) Amendment No. 1 thereto dated as of
November 13, 2000, (ii) Amendment No. 2 thereto dated as of January 4, 2001, and (iii) Amendment No. 3 thereto dated as of November 3, 2003, and as the
same may be further amended or supplemented from time to time." 





        Section G.    Effectiveness of Amendment No. 6.    If the requisite percentage of Purchasers agree to
and execute this Amendment No. 6 pursuant to the Agreement, then this Amendment No. 6 shall become effective upon the filing of an amendment to the Sixth Amended and Restated Certificate
of Incorporation that provides for an increase in the number of shares of the Company's authorized preferred stock designated as Series D Preferred Stock from 3,500,000 shares to 4,000,000
shares. Notwithstanding any provision to the contrary in the Agreement or this Amendment No. 6, until the preceding conditions have been satisfied, this Amendment No. 6 shall not become
effective. 


 
 

ARTICLE II    
    
    MISCELLANEOUS    
    


        Section A.    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 6
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 6, the terms and provisions of this
Amendment No. 6 shall govern and control. 


        Section B.    Governing Law.    THIS AMENDMENT NO. 6 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 


        Section C.    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 6 fully and effectively and to make them binding on the parties hereto. 



        Section D.    Counterparts.    This Amendment No. 6 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


[SIGNATURE
PAGES FOLLOW] 


4










        IN WITNESS WHEREOF, this AMENDMENT NO. 6 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	

 	
 	
MetroPCS, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Wireless, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS, California/Florida, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Chico, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
MetroPCS Georgia, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS1, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	
GWI PCS2, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS3, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS4, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS5, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS6, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS7, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	
GWI PCS8, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS9, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS10, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS11, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS12, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS13, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 









	

 	
 	
GWI PCS14, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
Reauction, Inc.
	

 	
 	
By:	

/s/  ROGER D. LINQUIST      
 Roger D. Linquist

President and Chief Executive Officer




[SIGNATURE
PAGES FOR PURCHASERS FOLLOW] 









	

 	
 	

PURCHASERS:
	

 	
 	
Print Name of PURCHASER:
	

 	
 	


	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Name:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	












 
 

EXHIBIT A    
    
    Form of
  Amendment No. 3 to Amended and Restated Stockholders Agreement    
    


(see attached)  








  



 
 

AMENDMENT NO. 7
  TO SECURITIES PURCHASE AGREEMENT    
    
    Dated as of May 19, 2004    
    



        Reference is hereby made to the Securities Purchase Agreement, dated as of July 17, 2000, by and among MetroPCS, Inc., a Delaware corporation
("MetroPCS"), the subsidiaries of MetroPCS listed on Schedule 2 thereto (collectively, the
"Subsidiaries") and each of the Purchaser listed on Schedule 1 thereto (collectively, together with their successors and assigns, the
"Purchasers"), as amended by Amendment No. 1 thereto dated as of November 13, 2000, as further amended by Amendment No. 2 thereto
dated as of December 12, 2000, as further amended by Amendment No. 3 thereto dated as of December 19, 2000, as further amended by Amendment No. 4 thereto dated as of
January 4, 2001, as further amended by Amendment No. 5 thereto dated as of January 9, 2001, as further amended by Amendment No. 6 thereto dated as of November 3,
2003. Such Securities Purchase Agreement, as so amended, is referenced herein as the "Agreement". 


        This
Amendment No. 7 to the Agreement dated as of the date first set forth above (this "Amendment No. 7") among MetroPCS,
the Subsidiaries and each of the Purchasers is entered into pursuant to Section 9.4 of the Agreement for the purpose of modifying and/or adding certain provisions of and to the Agreement.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement, including Annex A thereto. 



        NOW,
THEREFORE, in consideration of the mutual agreements contained in this Amendment No. 7, the parties hereto agree as follows: 


ARTICLE 1 AMENDMENTS TO AGREEMENT  


        Section 1.1    Covenants of the Company.    The introductory sentence appearing immediately before
Section 7.1 of the Agreement is hereby amended and restated in its entirety as follows: 



        "So
long as any shares of Preferred Stock remain issued and outstanding, the Company covenants with the Purchasers as follows:" 




        Section 1.2    Board of Directors.    Section 7.10 of the Agreement is hereby amended and restated in
its entirety to read as follows: 



        "Section 7.10    Board of Directors.    The Company will take no action to increase the size of the Board of
Directors to more than nine (9) directors or to decrease the number of directors which the holders of the Preferred Stock are entitled to nominate, in each case, without the prior written
consent of holders of at least 662/3% of the issued and outstanding shares of Preferred Stock." 




        Section 1.3    Termination.    Article IX of the Agreement is hereby amended by adding the following
Section 9.15 at the end thereof: 



        "Section 9.15    Termination of Certain Provisions upon an Initial Public Equity Offering.    With the
exception of Article IX hereof, the provisions of this Agreement shall terminate and be of no further force or effect upon an Initial Public Equity Offering." 




        Section 1.4    Certain Defined Terms.    



        (a)   The
definition of the terms "Qualified Public Offering" and "Qualifying Public Offering" set forth in Annex A to the Agreement is hereby deleted in its entirety. 



1







 

        (b)   The
definition of the term "Initial Public Equity Offering" set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows: 


        'Initial Public Equity Offering' means a firm commitment underwritten initial sale to the public of common stock of the Company (or a
parent corporation holding all of the issued and outstanding
shares of the capital stock of the Company) by underwriter(s) of national standing pursuant to an effective registration statement under the Securities Act (other than on Form S-8
or any other form relating to securities issuable under any benefit plan of the Company or such parent corporation)." 




        Section 1.5    Effectiveness of Amendment No. 7.    Subject to Section 9.4 of the Agreement, this
Amendment No. 7 shall be effective as of the date first set forth above. 



ARTICLE 2 MISCELLANEOUS  


        Section 2.1    Ratification & Conflicts.    The Agreement as supplemented by this Amendment No. 7
is ratified and confirmed, and shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Amendment No. 7, the terms and provisions of this
Amendment No. 7 shall govern and control. 


        Section 2.2    Governing Law.    THIS AMENDMENT NO. 7 SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE. 


        Section 2.3    Further Assurances.    Each of the parties covenants and agrees to take all such actions and to
execute all such documents as may be necessary or advisable to implement the provisions of this Amendment No. 7 fully and effectively and to make them binding on the parties hereto. 



        Section 2.4    Counterparts.    This Amendment No. 7 may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto. 


Signature Pages Follow


2










        IN WITNESS WHEREOF, this AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT has been executed by the parties hereto as of the date first set forth above. 



	 	 	METROPCS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
METROPCS WIRELESS, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
METROPCS, CALIFORNIA/FLORIDA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
METROPCS CHICO, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
METROPCS GEORGIA, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS1, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS2, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS3, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 









	

 	
 	
GWI PCS4, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS5, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS6, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS7, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS8, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS9, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS10, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS11, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	 	 	 	 	 









	

 	
 	
GWI PCS12, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS13, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
GWI PCS14, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer
	

 	
 	
REAUCTION, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Roger D. Linquist

President and Chief Executive Officer




Signature Pages Follow









	 	 	PURCHASERS:
	

 	
 	
Print Name of PURCHASER:
	

 	
 	

 	
 	

 
	 	 	

	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Name:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

 
	 	 	 	 	














QuickLinks


TABLE OF CONTENTS


W I T N E S S E T H

ARTICLE I SALE AND PURCHASE OF THE SECURITIES

ARTICLE II CLOSINGS

ARTICLE III CONDITIONS TO INITIAL CLOSING


ARTICLE IIIA CONDITIONS TO SUBSEQUENT CLOSING

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY


ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASERS

ARTICLE VI PAYMENTS, ETC.

ARTICLE VII COVENANTS OF THE COMPANY


ARTICLE VIII TRANSFER AND EXCHANGE

ARTICLE IX MISCELLANEOUS


Annex A CERTAIN DEFINITIONS


Schedule 1 SCHEDULE OF PURCHASERS


Schedule 2 SCHEDULE OF SUBSIDIARIES


Exhibit A FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS RELATING TO THE SERIES D CONVERTIBLE PREFERRED STOCK [Exhibit begins on following page]


Exhibit B FORM OF 6% SUBORDINATED CONVERTIBLE NOTES DUE 2002


Exhibit C FORM OF COMMITMENT LETTER


Exhibit D AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT dated as of November 13, 2000

W I T N E S S E T H

ARTICLE I AMENDMENTS TO AGREEMENT



ARTICLE II MISCELLANEOUS


Schedule 1


Exhibit A-1 CERTIFICATE OF DESIGNATIONS


Exhibit A-2 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


Exhibit D-1 AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


AMENDMENT NO. 2 TO AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT dated as of December 12, 2000

W I T N E S S E T H

ARTICLE I AMENDMENTS TO AGREEMENT

ARTICLE II MISCELLANEOUS



AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT


Schedule 1 THIRD AMENDED AND RESTATED SCHEDULE OF PURCHASERS dated as of December 19, 2000


AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT dated as of January 4, 2001

W I T N E S S E T H

ARTICLE I AMENDMENTS TO AGREEMENT



ARTICLE II MISCELLANEOUS


AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT dated as of January 9, 2001

ARTICLE I AMENDMENTS TO AGREEMENT

ARTICLE II MISCELLANEOUS



EXHIBIT A Legal Opinion


AMENDMENT NO. 6 TO SECURITIES PURCHASE AGREEMENT dated as of November 3, 2003

ARTICLE I AMENDMENTS TO AGREEMENT

ARTICLE II MISCELLANEOUS



EXHIBIT A Form of Amendment No. 3 to Amended and Restated Stockholders Agreement


AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT Dated as of May 19, 2004