Letter agreement, dated as of May 19, 2004




 Exhibit 10.9 
  
 May 19, 2004 
  
 MetroPCS, Inc. 
 MetroPCS Communications, Inc. 
 8144 Walnut Hill Lane, Suite 800 
 Dallas, Texas 75231 
  
 Ladies and Gentlemen: 
  

	1.	Introduction 

  
 Each of the undersigned holders of Series D Preferred Stock (the “Consenting Preferred Stockholders”) hereby acknowledges that such
Consenting Preferred Stockholder is a holder of shares of Series D Preferred Stock of MetroPCS, Inc. Certain capitalized terms used in this letter agreement are defined below under the heading “Definitions.” 
  
 The Consenting Preferred Stockholders are aware that MetroPCS Communications
has filed a registration statement on Form S-1 with the Securities and Exchange Commission relating to the initial public offering of common stock of MetroPCS Communications (the “IPO”). Accordingly, the Consenting Preferred
Stockholders are executing this letter agreement in order to facilitate consummation of the IPO upon terms and conditions that are acceptable to the Consenting Preferred Stockholders, as described below. 
  
 Prior to giving effect to the limited waiver set forth below, the definition
of the terms “Qualified Public Offering” and “Qualifying Public Offering” in the Stockholders Agreement and the Securities Purchase Agreement, and certain operative provisions of the Governing Documents, provide that in order to
trigger automatic conversion of all the Series D Preferred Stock upon consummation of the IPO, the IPO must result in an initial public offering price per share of common stock that when multiplied by the number of shares of common stock issuable
upon conversion of all the Series D Preferred Stock, results in a product that equals or exceeds $700 million (the “Minimum Valuation Condition”). Also, the Governing Documents provide that the Minimum Valuation Condition must be
satisfied in order to avoid the requirement that the IPO be approved by either (a) the affirmative vote of each of the Outside Directors or (b) the affirmative vote and concurrence of 66 2/3% of the Series D Preferred Stock then outstanding. 
  
 The Consenting Preferred Stockholders wish to effect a limited waiver of the Minimum Valuation Condition to facilitate consummation of the IPO.

  

	2.	Limited Waiver 

  
 Each Consenting Preferred Stockholder hereby consents to the following with respect to the terms of the Series D Preferred Stock and each of the Governing
Documents: The Minimum Valuation Condition is hereby waived and the issuance of common stock pursuant to the IPO is hereby approved; provided that each of the Conditions Precedent set forth below are satisfied. 
  

	3.	Conversion Notice 

  
 Pursuant to clause (iii) of Section 3(b) of the Certificate of Designations, each Consenting Preferred Stockholder hereby gives notice to the Company that
each share of Series D Preferred 








 MetroPCS, Inc. 
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Communications, Inc. 
 May 19, 2004 
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 Stock shall be converted automatically on the date of, and upon consummation of, the IPO;
provided that each of the Conditions Precedent set forth below is satisfied. 
  

	4.	Conditions Precedent 

  
 The following conditions shall constitute the “Conditions Precedent” referred to in this letter agreement: 
  

	 	(a)	the IPO is consummated on or prior to September 30, 2004; and 

  

	 	(b)	the IPO is consummated at a price per share to the public that when multiplied by the number of shares of common stock issued upon conversion of any and all shares of Series D
Preferred Stock (such conversion having occurred at any time upon or prior to such offering), results in a product that equals or exceeds $657 million. 

  

	5.	Covenant to Not Pay Dividends 

  
 The Company covenants and agrees to not pay cash dividends on the Series D Preferred Stock at any time prior to September 30, 2004. 
  

	6.	Effective Time 

  
 The provisions of this letter agreement shall be effective upon and not prior to satisfaction of each of the following conditions: (a) the Securities
Purchase Agreement Amendment No. 7 shall have become effective pursuant to the terms of the Securities Purchase Agreement; (b) the Stockholders Agreement Amendment No. 4 shall have become effective pursuant to the terms of the Stockholders
Agreement; and (c) this letter agreement shall have been executed by (i) MetroPCS and MetroPCS Communications and (ii) the holders of at least 66 2/3% of the Series D Preferred Stock outstanding on the date hereof. 
  

	7.	Definitions 

  
 As used in this letter agreement, the following capitalized terms have the meanings assigned to them below: 
  
 “Certificate of Designations” means the Amended and
Restated Certificate of Designations, Preferences and Rights for Series D Convertible Preferred Stock of MetroPCS, Inc., as amended and/or restated from time to time; provided, however, that upon and after the consummation of the
Holding Company Merger, “Certificate of Designations” shall mean the Certificate of Designations, Preferences and Rights for Series D Convertible Preferred Stock of MetroPCS Communications, Inc., as amended and/or restated from time to
time. 
  
 “Certificate of Incorporation” means
the Sixth Amended and Restated Certificate of Incorporation of MetroPCS, Inc., as further amended and/or restated from time to time; provided, however, that upon and after the consummation of the Holding Company Merger,
“Certificate of 








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 May 19, 2004 
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 Incorporation” shall mean the Certificate of Incorporation of MetroPCS Communications,
Inc., as amended and/or restated from time to time. 
  
 “Company” means MetroPCS, prior to consummation of the Holding Company Merger, and the “Company” means MetroPCS Communications, upon and after the Holding Company Merger. 
  
 “Governing Documents” means collectively, the Certificate of
Incorporation, the Certificate of Designations, the Securities Purchase Agreement and the Stockholders Agreement. 
  
 “Holding Company Merger” means the merger and related transactions contemplated by that certain Agreement and Plan of Merger dated as of
April 6, 2004 by and among MetroPCS Communications, MPCS Holdco Merger Sub, Inc. and MetroPCS. 
  
 “MetroPCS” means MetroPCS, Inc., a Delaware corporation. 
  
 “MetroPCS Communications” means MetroPCS Communications, Inc., a Delaware corporation. 
  
 “Outside Directors” means each of the total of two directors
appointed by Accel Partners and MC Venture Partners in accordance with Sections 2.2(c)(i) and 2.2(c)(ii) of the Stockholders Agreement. 
  
 “Securities Purchase Agreement” means the Securities Purchase Agreement, dated as of July 17, 2000, by and among MetroPCS, the
subsidiaries of MetroPCS listed on Schedule 2 thereto and each of the Purchasers listed on Schedule 1 thereto, 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, as further amended by Amendment No. 7 thereto dated as of May 19, 2004, and as may be further amended from time to time. 
  
 “Securities Purchase Agreement Amendment No. 7” means Amendment No. 7 dated as of May 19, 2004 to the
Securities Purchase Agreement, dated as of July 17, 2000, by and among MetroPCS, the subsidiaries of MetroPCS listed on Schedule 2 thereto and each of the Purchasers listed on Schedule 1 thereto, such Amendment No. & being in substantially the
form attached hereto as Exhibit B. 
  
 “Series D
Preferred Stock” means the Series D Convertible Preferred Stock, par value $0.0001 per share, of MetroPCS; provided, however, that upon and after the consummation of the Holding Company Merger, “Series D Preferred
Stock” shall mean the Series D Convertible Preferred Stock, par value $0.0001 per share, of MetroPCS Communications. 








 MetroPCS, Inc. 
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 “Stockholders Agreement” means the Amended and Restated
Stockholders Agreement dated as of July 17, 2000 by and among MetroPCS, Roger D. Linquist, C. Boyden Gray, the stockholders listed on Schedule 1 thereto, the stockholders listed on Schedule 2 thereto, the stockholders listed on Schedule 3 thereto
and the stockholders listed on Schedule 4 thereto, as amended by Amendment No. 1 thereto dated as of November 13, 2000, as further amended by Amendment No. 2 thereto dated as of January 4, 2001, as further amended by Amendment No. 3 thereto dated as
of November 3, 2003, as further amended by Amendment No. 4 thereto dated as of May 19, 2004, and as may be further amended from time to time. 
  
 “Stockholders Agreement Amendment No. 4” means Amendment No. 4 dated as of May 19, 2004 to the Amended and Restated Stockholders
Agreement dated as of July 17, 2000 by and among MetroPCS, Roger D. Linquist, C. Boyden Gray, the stockholders listed on Schedule 1 thereto, the stockholders listed on Schedule 2 thereto, the stockholders listed on Schedule 3 thereto and the
stockholders listed on Schedule 4 thereto, such Amendment No. 4 being in substantially the form attached hereto as Exhibit A. 
  

	8.	Miscellaneous 

  

	 	(a)	Counterparts. This letter 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. 

  

	 	(b)	Headings. The descriptive headings in this letter agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of
any provision thereof or hereof. 

  

	 	(c)	Governing Law. This letter agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Delaware.


  
 *************** 








 IN WITNESS WHEREOF, the undersigned have executed this letter agreement as of the date first above
written. 
  

			
	 METROPCS, INC.

		
	 By:
	 	 /s/ Roger D. Linquist


	 	 	 Roger D. Linquist

	 	 	 President and Chief Executive Officer

	
	 METROPCS COMMUNICATIONS, INC.

		
	 By:
	 	 /s/ Roger D. Linquist


	 	 	 Roger D. Linquist

	 	 	 President and Chief Executive Officer



  
 Signature Page to
Letter Agreement dated May 19, 2004 








  

					
	CONSENTING PREFERRED STOCKHOLDERS:
	
	 ACCEL VII L.P.

		
	 By:
	 	 Accel VII Associates L.L.C.

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Tracy Sedlock


	 	 	 Attorney-in-Fact

	
	 ACCEL INTERNET FUND III L.P.

		
	 By:
	 	 Accel Internet Fund III Associates L.L.C.

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Tracy Sedlock


	 	 	 Attorney-in-Fact

	
	 ACCEL INVESTORS ’99 L.P.

		
	 By:
	 	 /s/ Tracy Sedlock


	 	 	 Attorney-in-Fact

	
	 ACP FAMILY PARTNERSHIP L.P.

		
	 By:
	 	 /s/ Arthur C. Patterson


	 	 	 General Partner

	
	 Elimore C. Patterson Partners

		
	 By:
	 	 /s/ Arthur C. Patterson


	 	 	 Arthur C. Patterson

	 	 	 General Partner

	
	 AUCHINCLOSS, WADSWORTH & CO. LP

		
	 By:
	 	 /s/ Eliot Wadsworth II


	 	 	 Eliot Wadsworth II

	 	 	 Managing Partner



  
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Letter Agreement dated May 19, 2004 









			
	JP MORGAN CHASE BANK, AS TRUSTEE FOR THE BP MASTER TRUST FOR EMPLOYEE PENSION PLAN
		
	 By:
	 	 /s/ Peter Owen


	 	 	 Peter Owen

	 	 	 Vice President

	
	BANC OF AMERICA CAPITAL INVESTORS SBIC, LP
		
	 By:
	 	 /s/ George E. Morgan, III


	 	 	 George E. Morgan, III

	 	 	 Managing Director

	
	 ROBERT G. BARRETT

		
	 By:
	 	 /s/ R. G. Barrett


	 	 	 R. G. Barrett

	
	 RALPH BARUCH REVOCABLE TRUST

		
	 By:
	 	 /s/ Ralph M. Baruch


	 	 	 Ralph M. Baruch

	
	 BERKELEY INVESTMENTS, LTD

		
	 By:
	 	 /s/ Kishore Mirchandani


	 	 	 Kishore Mirchandani

	 	 	 Authorized Signatory

	
	 CLARITY PARTNERS, L.P.

		
	 By:
	 	 /s/ Barry Porter


	 	 	 Barry Porter

	 	 	 Managing General Partner



  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P.
		
	 By:
	 	 Columbia Capital Equity Partners III, L.P.

		
	 By:
	 	 /s/ Donald A. Doering


	 	 	 Donald A. Doering

	 	 	 CFO

	
	COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P.
		
	 By:
	 	Columbia Capital Equity Partners (Cayman) III, LTD.
		
	 By:
	 	 /s/ Donald A. Doering


	 	 	 Donald A. Doering

	 	 	 CFO

	
	COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P.
		
	 By:
	 	 Columbia Capital Equity Partners, III, L.P.

		
	 By:
	 	 /s/ Donald A. Doering


	 	 	 Donald A. Doering

	 	 	 CFO

	
	 COLUMBIA CAPITAL INVESTORS III, LLC

		
	 By:
	 	 Columbia Capital III, LLC

		
	 By:
	 	 /s/ Donald A. Doering


	 	 	 Donald A. Doering

	 	 	 CFO

	
	 COLUMBIA CAPITAL EMPLOYEE
 INVESTORS III, LLC

		
	 By:
	 	 Columbia Capital Equity Partners III, LP

		
	 By:
	 	 /s/ Donald A. Doering


	 	 	 Donald A. Doering

	 	 	 CFO



  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	HELEN MARTIN SPALDING 1997 IRREVOCABLE TRUST
		
	 By:
	 	 /s/ Peter M. Folger


	 	 	 Peter M. Folger

	 	 	 Trustee

	
	 LECKWITH PROPERTY LTD.

		
	 By:
	 	 INVESCO Private Capital Inc.

	 	 	 as investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 Parag Saxena

	
	 EVERMORE CORPORATION

		
	 By:
	 	 INVESCO Private Capital, Inc., as investment

	 	 	 manager and attorney in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 Parag Saxena

	
	 TRENDLY INVESTMENTS

		
	 By:
	 	 INVESCO Private Capital Inc.

	 	 	 As investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 Parag Saxena

	
	 KME Venture III, L.P.

		
	 By:
	 	 INVESCO Private Capital Inc.

	 	 	 as investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 Parag Saxena



  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	 WONG, SHUN YEE SIRLEY

		
	 By:
	 	 INVESCO Private Capital Inc.

	 	 	 as investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 
	
	 MICHAEL WALL

		
	 By:
	 	 INVESCO Private Capital, Inc.,

	 	 	 as investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 
	
	 CHEER IDYLL PROPERTY LTD.

		
	 By:
	 	 INVESCO Private Capital, Inc.,

	 	 	 as investment manager and attorney-in-fact

		
	 By:
	 	 /s/ Parag Saxena


	 	 	 
	
	 DRAKE & CO.

		
	 By:
	 	 /s/ John Cushman


	 	 	 John Cushman

	 	 	 VP Operations

	
	 JP CHASE BANK AS TRUSTEE
 FOR FIRST PLAZA
GROUP TRUST

		
	 By:
	 	 /s/ Marc Pinsky


	 	 	 Marc Pinsky

	 	 	 Assistant Vice President

	 	 	 Kane & Co.



  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	BARRY B. LEWIS
		
	By:	 	 /s/ Barry B. Lewis


	 	 	 
	
	JOHN S. LEWIS
		
	By:	 	 /s/ John S. Lewis


	 	 	 
	
	CHESTNUT STREET PARTNERS, INC.
		
	By:	 	 /s/ James F. Wade


	 	 	 
	
	M/C VENTURE INVESTORS, L.L.C.
		
	By:	 	 /s/ James F. Wade


	 	 	 
	
	M/C VENTURE PARTNERS IV, L.P.
		
	By:	 	 /s/ James F. Wade


	 	 	 
	
	M/C VENTURE PARTNERS V, L.P.
		
	By:	 	 /s/ James F. Wade


	 	 	 
	
	JOSEPH T. MCCULLEN, JR.
		
	By:	 	 /s/ Joseph T. McCullen, Jr.


	 	 	Joseph T. McCullen, Jr.


  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	METRO PCS INVESTORS, LLC
		
	By:	 	 /s/ Gregg W. Ritchie


	 	 	Gregg W. Ritchie
	 	 	Chief Financial Officer
	
	DONALD R. MULLEN, JR.
		
	By:	 	 /s/ Donald R. Mullen, Jr.


	 	 	Donald R. Mullen, Jr.
	
	ONE LIBERTY FUND III LP
	By its GP, One Liberty Partners III, LP
		
	By:	 	 /s/ Edwin M. Kania, Jr.


	 	 	Edwin M. Kania, Jr.
	 	 	General Partner
	
	PARAGON VENTURE PARTNERS II, L.P.
	Paragon Venture Management Company II, LP
		
	By:	 	 /s/ John S. Lewis


	 	 	John S. Lewis.
	 	 	General Partner
	
	PRIMUS CAPITAL FUND V. LIMITED PARTNERSHIP
		
	By:	 	Primus Venture Partners V, L.L.C., its General Partner
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President


  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	PRIMUS EXECUTIVE FUND V. LIMITED
PARTNERSHIP
		
	By:	 	Primus Venture Partners V, L.L.C., its General Partner
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President
	
	PRIMUS CAPITAL FUND III LIMITED PARTNERSHIP
		
	By:	 	Primus Venture Partners III Limited
	 	 	Partnership, its General Partner
		
	By:	 	Primus Venture Partners, Inc., its General Partner
		
	By:	 	 /s/ William C. Mulligan


	 	 	William C. Mulligan
	 	 	Executive Vice President
	
	SF PARTNERSHIP
		
	By:	 	 /s/ James Shapiro


	 	 	James Shapiro
	 	 	Partner
	
	SANI HOLDINGS LTD.
		
	By:	 	 /s/ Ishwar Sani


	 	 	Ishwar Sani
	 	 	President/Director
	
	STEVEN SCARI
		
	By:	 	 /s/ Steven Scari


	 	 	Steven Scari


  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	 DAVID SCHOENTHAL

		
	By:	 	 /s/ David Schoethal


	 	 	 
	
	JOHN SCULLEY AND LEE ADAMS SCULLEY
		
	By:	 	 /s/ John Sculley


	 	 	 
	
	SONOMAWEST HOLDINGS, INC.
		
	By:	 	 /s/ Roger S. Mertz


	 	 	Roger S. Mertz
	 	 	Chairman of the Board
	
	WINSTON/THAYER PARTNERS, L.P.
		
	By:	 	 /s/ Michael D. Bluestein


	 	 	Michael D. Bluestein
	 	 	Principal
	
	TECHNOLOGY VENTURE ASSOCIATES III
		
	By:	 	 /s/ Craig R. Stapleton


	 	 	Craig R. Stapleton
	 	 	General Partner


  
 Signature Page to
Letter Agreement dated May 19, 2004 









			
	
	WACHOVIA CAPITAL PARTNERS 2001, LLC
		
	By:	 	 /s/ Walker Simmons


	 	 	Walker Simmons
	 	 	Partner


  
 Signature Page to
Letter Agreement dated May 19, 2004