Amendment No. 7 to Securities Purchase Agreement




 Exhibit 10.2(c) 
  
 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 66 2/3% of the issued and outstanding shares of Preferred Stock.”

  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE
AGREEMENT – Page 1 








 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. 
  

(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 
  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – Page 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:	 	 /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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 








                 PURCHASERS: 

					
	 
	
	 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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	JPMORGAN CHASE BANK, AS TRUSTEE OF
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


	 	 	 
	
	RALPH BARUCH REVOCABLE TRUST
		
	By:	 	 /s/ Ralph M. Baruch


	 	 	Ralph M. Baruch
	
	BERKELEY INVESTMENTS, LTD
		
	By:	 	 /s/ Kishore Mirchandani


	 	 	Kishore Mirchandani
	 	 	Authorised Signatory
	
	CLARITY PARTNERS, L.P.
		
	By:	 	 /s/ Barry Porter


	 	 	Barry Porter
	 	 	Managing General Partner


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









					
	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


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









					
	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


	 	 	 
	
	EVERMORE CORPORATION
		
	By:	 	INVESCO Private Capital, Inc., as investment
	 	 	manager and attorney in-fact
		
	By:	 	 /s/ Parag Saxena


	 	 	 
	
	TRENDLY INVESTMENTS
		
	By:	 	INVESCO Private Capital Inc.
	 	 	as investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	 	 	 
	
	KME Venture III, L.P.
		
	By:	 	INVESCO Private Capital Inc.
	 	 	as investment manager and attorney-in-fact
		
	By:	 	 /s/ Parag Saxena


	 	 	 


  
 AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	 WONG, SHIM YEE SHIRLEY

		
	 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 MORGAN CHASE AS TRUSTEE

	 FOR FIRST PLAZA GROUP TRUST

		
	 By:
	 	 /s/ Mark Pinsky


	 	 	 Mark Pinsky

	 	 	 Assistant Vice President

	 	 	 


  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	 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


	 	 	 James F. Wade

	
	 M/C VENTURE INVESTORS, L.L.C.

		
	 By:
	 	 /s/ James F. Wade


	 	 	 James F. Wade

	
	 M/C VENTURE PARTNERS IV, L.P.

		
	 By:
	 	 /s/ James F. Wade


	 	 	 James F. Wade

	
	 M/C VENTURE PARTNERS V, L.P.

		
	 By:
	 	 /s/ James F. Wade


	 	 	 James F. Wade

	
	 JOSEPH T. MCCULLEN, JR.

		
	 By:
	 	 /s/ Joseph T. McCullen


	 	 	 Joseph T. McCullen



  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	 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.


	 	 	 
	
	 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, L.P.

		
	 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



  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	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


	 	 	 


  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	 DAVID SCHOENTHAL

		
	 By:
	 	 /s/ David Schoethal


	 	 	 David Schoenthal

	
	 JOHN SCULLEY AND LEE ADAMS SCULLEY

		
	 By:
	 	 /s/ John Sculley


	 	 	 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



  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE 









			
	 WACHOVIA CAPITAL PARTNERS 2001, LLC

		
	 By:
	 	 /s/ L. Watts Hamrick III


	 	 	 L. Watts Hamrick III

	 	 	 Partner

	
	 WACHOVIA CAPITAL PARTNERS 2001, LLC

		
	 By:
	 	 /s/ Walker Simmons


	 	 	 Walker Simmons

	 	 	 Partner



  
 AMENDMENT NO. 7 TO SECURITIES
PURCHASE AGREEMENT – SIGNATURE PAGE