May 19, 2004

Exhibit 10.9

May 19, 2004

MetroPCS, Inc.

MetroPCS Communications, Inc.

0000 Xxxxxx Xxxx Xxxx, Xxxxx 000

Xxxxxx, Xxxxx 00000

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

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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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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.

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“Stockholders Agreement” means the Amended and Restated Stockholders Agreement dated as of July 17, 2000 by and among MetroPCS, Xxxxx X. Xxxxxxxx, X. Xxxxxx Xxxx, 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, Xxxxx X. Xxxxxxxx, X. Xxxxxx Xxxx, 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/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
METROPCS COMMUNICATIONS, INC.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		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/ 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

Signature Page to Letter Agreement dated May 19, 2004

XX XXXXXX CHASE BANK, AS TRUSTEE FOR 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
		X. X. Xxxxxxx
XXXXX XXXXXX REVOCABLE TRUST
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
BERKELEY INVESTMENTS, LTD
By:		/s/ Xxxxxxx Xxxxxxxxxxx
		Xxxxxxx Xxxxxxxxxxx
		Authorized Signatory
CLARITY PARTNERS, L.P.
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		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/ 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

Signature Page to Letter Agreement dated May 19, 2004

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
		Xxxxx Xxxxxx
EVERMORE CORPORATION
By:		INVESCO Private Capital, Inc., as investment
		manager and attorney in-fact
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
TRENDLY INVESTMENTS
By:		INVESCO Private Capital Inc.
		As investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
KME Venture III, L.P.
By:		INVESCO Private Capital Inc.
		as investment manager and attorney-in-fact
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx

Signature Page to Letter Agreement dated May 19, 2004

XXXX, XXXX XXX XXXXXX
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 XXXXX BANK AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Assistant Vice President
		Xxxx & Co.

Signature Page to Letter Agreement dated May 19, 2004

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
M/C VENTURE INVESTORS, L.L.C.
By:		/s/ Xxxxx X. Xxxx
M/C VENTURE PARTNERS IV, L.P.
By:		/s/ Xxxxx X. Xxxx
M/C VENTURE PARTNERS V, L.P.
By:		/s/ Xxxxx X. Xxxx
XXXXXX X. XXXXXXXX, XX.
By:		/s/ Xxxxxx X. XxXxxxxx, Xx.
		Xxxxxx X. XxXxxxxx, Xx.

Signature Page to Letter Agreement dated May 19, 2004

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.
		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, LP
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

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/ 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
		Xxxxxx Xxxxx

Signature Page to Letter Agreement dated May 19, 2004

XXXXX XXXXXXXXXX
By:		/s/ Xxxxx Schoethal
XXXX XXXXXXX AND XXX XXXXX XXXXXXX
By:		/s/ 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

Signature Page to Letter Agreement dated May 19, 2004

WACHOVIA CAPITAL PARTNERS 2001, LLC
By:		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Partner

Signature Page to Letter Agreement dated May 19, 2004