AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of November 3, 2003

Exhibit 10.3(b)

AMENDMENT NO. 3 TO

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

dated as of November 3, 2003

Reference is hereby made to the AMENDED AND RESTATED STOCKHOLDERS 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 January 4, 2001 (as so amended, the “Stockholders Agreement”), by and among MetroPCS, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Xxxxx X. Xxxxxxxx (“Xxxxxxxx”), X. Xxxxxx Xxxx (“Xxxx,” and together with Xxxxxxxx, the “Class A Stockholders”), the stockholders listed on Schedule 1 thereto (the “Class B Stockholders”), the stockholders listed on Schedule 2 thereto (the “Class C Stockholders”), the stockholders listed on Schedule 3 thereto (the “Series C Preferred Stockholders”) and the stockholders listed on Schedule 4 thereto (the “Series D Preferred Stockholders,” and together with the Class A Stockholders, Class B Stockholders, Class C Stockholders, and Series C Preferred Stockholders, the “Stockholders”).

This AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of November 3, 2003 (this “Amendment No. 3”) among the Company and the Stockholders is entered into pursuant to Section 7.1 of the Stockholders Agreement for the purpose of modifying and adding certain provisions of and to the Stockholders Agreement. Initially capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Stockholders Agreement, including Annex A thereto.

WHEREAS, the Company and the Stockholders desire to amend the Stockholders Agreement 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 below) disclosed to such Stockholder.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO STOCKHOLDERS AGREEMENT

Section A. Notices and Demands. Section 7.6 of the Stockholders Agreement is hereby amended and restated in its entirely to read as follows:

“Section 7.6 Notices and Demands. Any notice, demand or other communication which is required or provided to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, electronic mail transmission (including without limitation electronic mail attachment), telecopy, telex or other method of facsimile, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two days after being sent by overnight delivery providing

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Page 1

receipt of delivery. Any such notice, demand or other communication must be sent as follows:

if to the Company, to:

MetroPCS, Inc.

0000 Xxxxxx Xxxx Xxxx

Xxxxx 000

Xxxxxx, Xxxxx 00000

Attention: Xxxxxx X. Xxxxxxxx, Chief Financial Officer

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

email: xxxxxxxxx@xxxxxxxx.xxx

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

Xxxxxxx Xxxxx LLP

000 Xxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: Xxxxx Havre, Esq.

Telephone: (000) 000-0000

Telecopy: (000) 000-0000

email: xxxxxxxxxx@xxxxxxxxxxxx.xxx

if to a Stockholder, to:

the mailing address, telecopy number and/or email address for notice as set forth in the books and records of the Company,

or, in the case of any party, at such other address, telecopy number and/or email address as such party shall specify in a written notice delivered to all other parties to this Agreement in accordance with this Section.”

Section B. Confidential Information. Article VII of the Stockholders Agreement is hereby amended by adding the following Section 7.11 at the end thereof:

“Section 7.11 Confidential Information.

(a) For the purposes of this Section 7.11, “Confidential Information” means all information regarding the Company or any subsidiary or affiliate thereof, disclosed to any Stockholder, provided that such term does not include information that (i) was publicly known or otherwise known to such Stockholder prior to the time of such disclosure, (ii) subsequently becomes publicly known through no act or omission by such Stockholder or any person acting on such Stockholder’s behalf, or (iii) otherwise becomes known to such Stockholder other than through disclosure by the Company or any subsidiary or affiliate thereof.

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Page 2

(b) Each Stockholder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to it, provided that such Stockholder may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by the shares of the Company’s capital stock held by such Stockholder), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 7.11, (iii) any other Stockholder party to this Agreement, (iv) any federal or state regulatory authority having jurisdiction over such Stockholder, or (v) any other person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to such Stockholder, (y) in response to any subpoena or other legal process, or (z) in connection with any litigation to which such Stockholder is a party.”

ARTICLE II

MISCELLANEOUS

Section A. Ratification & Conflicts. The Stockholders Agreement as amended 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 Stockholders Agreement and this Amendment No. 3, the terms and provisions of this Amendment No. 3 shall govern and control.

Section B. Effectiveness. Subject to Section 7.1 of the Stockholders Agreement, this Amendment No. 3 shall be effective as of the date first set forth above.

Section C. 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]

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Page 3

IN WITNESS WHEREOF, the parties have executed this AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT as of the date first above written.

COMPANY:
MetroPCS, Inc.
By:		/s/ Xxxxx X. Xxxxxxxx
		Xxxxx X. Xxxxxxxx
		President and Chief Executive Officer
STOCKHOLDERS:
Accel VII L.P.
By:		Accel VII Associates L.L.C.
		Its General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact
Accel Internet Fund III L.P.
By:		Accel Internet Fund III Associates L.L.C.
		Its General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact
Accel Investors ‘99 L.P.
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact
Accel IV L.P.
By:		Accel IV Associates L.P.
		Its General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Accel Keiretsu L.P.
By:		Accel Partners and Co., Inc.
		Its General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact
Accel Investors ‘94 L.P.
By:		/s/ Xxxxxxx Xxxxxxxx
		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
Prosper Partners
By:		/s/ Xxxxxxx Xxxxxxxx
		Attorney-In-Fact
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxxxxx Xxxxxxxxx & Co., L.P.
By:		/s/ Xxxxx Xxxxxxxxx, XX
		Xxxxx Xxxxxxxxx, XX
		Managing Partner

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

JPMorgan Chase Bank
As Trustee of the BP Mastertrust for
Employee Pension Plans
By:		/s/ Xxxxx Xxxx
		Xxxxx Xxxx
		Vice President
Banc of America Capital Investors SBIC, L.P.
By:		Banc of America Capital Management SBIC, LLC,
		Its general partner
By:		Banc of America Capital Management, L.P.
		Its sole member
By:		BACM 1 GP, LLC
		Its general partner
By:		/s/ Xxxxxx X. Xxxxxx, III
		Xxxxxx X. Xxxxxx, III
		Managing Director
Battery Ventures III, L.P.
By:		Battery Partners III, L.P.
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		General Partner
Berkeley Investments, Ltd.
By:		/s/ Xxxxxxx Xxxxxxxxxxx
		Xxxxxxx Xxxxxxxxxxx
		Authorized signatory

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Brandywine Trust Company, as Trustee:
X.X. Xxxxxxxxx Trust U/W X. X. Xxxxxx / P.C.
A. H. Xxxxxxxxx 1923 Trust
X. X. Xxxxxxxxx 2/10/56 Trust
M. E. Xxxxxxxxx 2/10/45 Trust
R. E. Xxxxxxxxx 2/10/56 Trust
T.H.C. Xxxxxxxxx 2/10/56 Trust
X. X. xxXxxxxx 2/10/56 Trust
X. X. Xxxx 2/10/56 Trust
By:		/s/ R. E. Xxxxxxx
		R. E. Xxxxxxx
		President
Brandywine Private Equity Partners, L.P.
By:		Brandwine Managers, LLC
		General Partner
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Secretary and Treasurer
X. X. Xxxxxxx
/s/ X. X. Xxxxxxx
Xxxxxx Revocable Trust & Xxxxx Xxxxxx
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
Clarity Partners, L.P.
By:		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx Managing General Partner

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Columbia Capital Equity Partners III (QP), L.P.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Chief Financial Officer
Columbia Capital Equity Partners III (Cayman), L.P.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Chief Financial Officer
Columbia Capital Equity Partners III (AI), L.P.
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Chief Financial Officer
Columbia Capital Investors III, LLC
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Chief Financial Officer
Columbia Capital Employee Investors III, LLC
By:		/s/ Xxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxxxx
		Chief Financial Officer
The Xxxxx Xxxxxx Spalding 1997 Irrevocable Trust
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Trustee

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

X. Xxxxxx Xxxx
/s/ X. Xxxxxx Xxxx
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
JPMorgan Chase Bank,
Solely in its Capacity as Trustee for
First Plaza Group Trust
(as directed by GMIMCO) and not
in its Individual Capacity
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx
		Assistant Vice President
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
Key Principal Partners LLC
By:		/s/ Xxxxxxx Gewtsel
		Xxxxxxx Gewtsel
		Executive Vice President
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
M/C Venture Partners IV, L.P.
M/C Venture Partners V, L.P.
M/C Investors, L.L.C.
Chestnut Street Partners
By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
		Authorized Signatory

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

MetroPCS Investors, Ltd.
By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx
		Managing Director
		Chief Financial Officer
Xxxxxx X. XxXxxxxx, Xx.
/s/ Xxxxxx X. XxXxxxxx, Xx.
One Liberty Fund III, L.P.
By:		One Liberty Partners III, L.P.
		Its General Partner
By:		/s/ Xxxxx X. Xxxxx, Xx.
		Xxxxx X. Xxxxx, Xx.
		General Partner
Paragon Venture Partners II, L.P.
By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		General Partner
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
Pecan Valley Partners, LTD
By:		/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		General Partner

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Xxxxx X. Xxxx
/s/ Xxxxx X. Xxxx
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
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
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
Sani Holding Ltd. (Bahamas)
By:		/s/ Xxxxxx X. Xxxx
		Xxxxxx X. Xxxx
		President/Director
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
Sonoma West Holdings, Inc.
By:		/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Chairman
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
Technology Venture Associates III, L.P.
By:		/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx
		General Partner
Trailhead Ventures, L.P.
By:		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		Partner

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page

Xxxxxxx Revocable Trust 2/9/99
By:		/s/ Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
		Trustee
Wachovia Capital Partners 2001, LLC
By:		/s/ Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
		Partner
X. X. Xxxxxxx XX, L.P.
By:		X. X. Xxxxxxx Equity Partners IV, L.L.C.
		Its General Partner
By:		/s/ Xxxxxx X. X’Xxxxx
		Xxxxxx X. X’Xxxxx
		Managing Member
Whitney V, L.P.
By:		Whitney Equity Partners V, L.L.C.
		Its General Partner
By:		/s/ Xxxxxx X. X’Xxxxx
		Xxxxxx X. X’Xxxxx
		Managing Member
Winston/Xxxxxx Partners, L.P.
By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Xxxxxxx X. Xxxxxxxxx
		Principal

AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT – Signature Page