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

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/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
METROPCS WIRELESS, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
METROPCS, CALIFORNIA/FLORIDA, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
METROPCS CHICO, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
METROPCS GEORGIA, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

GWI PCS1, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS2, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS3, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS4, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS5, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

GWI PCS6, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS7, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS8, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS9, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS10, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

GWI PCS11, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS12, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS13, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
GWI PCS14, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
REAUCTION, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		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/ Xxxxx Xxxxxxx
		Attorney-in-Fact
ACCEL INTERNET FUND III L.P.
By:		Accel Internet Fund III Associates L.L.C.
		Its General Partner
By:		/s/ Xxxxx Xxxxxxx
		Attorney-in-Fact
ACCEL INVESTORS ’99 L.P.
By:		/s/ Xxxxx Xxxxxxx
		Attorney-in-Fact
ACP FAMILY PARTNERSHIP L.P.
By:		/s/ Xxxxxx X. Xxxxxxxxx
		General Partner
Elimore X. Xxxxxxxxx Partners
By:		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
		General Partner
XXXXXXXXXXX, XXXXXXXXX & CO. LP
By:		/s/ Xxxxx Xxxxxxxxx XX
		Xxxxx Xxxxxxxxx XX
		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/ Xxxxx Xxxx
		Xxxxx Xxxx
		Vice President
BANC OF AMERICA CAPITAL INVESTORS SBIC, LP
By:		/s/ Xxxxxx X. Xxxxxx, III
		Xxxxxx X. Xxxxxx, III
		Managing Director
XXXXXX X. XXXXXXX
By:		/s/ X. X. Xxxxxxx
XXXXX XXXXXX REVOCABLE TRUST
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
BERKELEY INVESTMENTS, LTD
By:		/s/ Xxxxxxx Xxxxxxxxxxx
		Xxxxxxx Xxxxxxxxxxx
		Authorised Signatory
CLARITY PARTNERS, L.P.
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		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/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CFO
COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P.
By:		Columbia Capital Equity Partners (Cayman)
		III, Ltd.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CFO
COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P.
By:		Columbia Capital Equity Partners III, L.P.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CFO
COLUMBIA CAPITAL INVESTORS III, LLC
By:		Columbia Capital III, LLC
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CFO
COLUMBIA CAPITAL EMPLOYEE INVESTORS III, LLC
By:		Columbia Capital Equity Partners III, LP
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		CFO

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

XXXXX XXXXXX SPALDING 1997 IRREVOCABLE TRUST
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Trustee
LECKWITH PROPERTY LTD.
By:		INVESCO Private Capital Inc.
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
EVERMORE CORPORATION
By:		INVESCO Private Capital, Inc., as investment
		manager and attorney in-fact
By:		/s/ Xxxxx Xxxxxx
TRENDLY INVESTMENTS
By:		INVESCO Private Capital Inc.
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
KME Venture III, L.P.
By:		INVESCO Private Capital Inc.
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

XXXX, SHIM XXX XXXXXXX
By:		INVESCO Private Capital, Inc.,
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
XXXXXXX XXXX
By:		INVESCO Private Capital, Inc.,
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
CHEER IDYLL PROPERTY LTD.
By:		INVESCO Private Capital, Inc.,
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
DRAKE & CO.
By:		/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		VP Operations
XX XXXXXX XXXXX AS TRUSTEE
FOR FIRST PLAZA GROUP TRUST
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Assistant Vice President

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

XXXXX X. XXXXX
By:		/s/ Xxxxx X. Xxxxx
XXXX X. XXXXX
By:		/s/ Xxxx X. Xxxxx
CHESTNUT STREET PARTNERS, INC.
By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
M/C VENTURE INVESTORS, L.L.C.
By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
M/C VENTURE PARTNERS IV, L.P.
By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
M/C VENTURE PARTNERS V, L.P.
By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
XXXXXX X. XXXXXXXX, XX.
By:		/s/ Xxxxxx X. XxXxxxxx
		Xxxxxx X. XxXxxxxx

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

METRO PCS INVESTORS, LLC
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Chief Financial Officer
XXXXXX X. XXXXXX, XX.
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
ONE LIBERTY FUND III LP
By its GP, One Liberty Partners III, LP
By:		/s/ Xxxxx X. Xxxxx, Xx.
		Xxxxx X. Xxxxx, Xx.
		General Partner
PARAGON VENTURE PARTNERS II, L.P.
Paragon Venture Management Company II, L.P.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx.
		General Partner
PRIMUS CAPITAL FUND V LIMITED PARTNERSHIP
By:		Primus Venture Partners V, L.L.C., its General
		Partner
By:		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		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/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		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/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Executive Vice President
SF PARTNERSHIP
By:		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Partner
SANI HOLDINGS LTD.
By:		/s/ Xxxxxx Xxxx
		Xxxxxx Xxxx
		President/Director
XXXXXX XXXXX
By:		/s/ Xxxxxx Xxxxx

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

XXXXX XXXXXXXXXX
By:		/s/ Xxxxx Schoethal
		Xxxxx Xxxxxxxxxx
XXXX XXXXXXX AND XXX XXXXX XXXXXXX
By:		/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
SONOMAWEST HOLDINGS, INC.
By:		/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Chairman of the Board
WINSTON/XXXXXX PARTNERS L.P.
By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Principal
TECHNOLOGY VENTURE ASSOCIATES III
By:		/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		General Partner

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

WACHOVIA CAPITAL PARTNERS 2001, LLC
By:		/s/ X. Xxxxx Xxxxxxx III
		X. Xxxxx Xxxxxxx III
		Partner
WACHOVIA CAPITAL PARTNERS 2001, LLC
By:		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Partner

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE