0001193125-04-113890 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 6th, 2004 • Metropcs Communications Inc • Radiotelephone communications • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 2004, by and among MetroPCS Communications, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT Dated as of May 19, 2004
Securities Purchase Agreement • July 6th, 2004 • Metropcs Communications Inc • Radiotelephone communications • New York

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.

May 19, 2004
Letter Agreement • July 6th, 2004 • Metropcs Communications Inc • Radiotelephone communications • Delaware
AMENDMENT NO. 4 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of May 19, 2004
Stockholders Agreement • July 6th, 2004 • Metropcs Communications Inc • Radiotelephone communications

This Amendment No. 4 to Amended and Restated Stockholders Agreement dated as of the date first set forth above (this “Amendment No. 4”) among MetroPCS, MetroPCS Communications and the Stockholders is entered into pursuant to Section 7.1 of the Stockholders Agreement for the purpose of modifying and/or adding certain provisions of or to the Stockholders Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Stockholders Agreement, including Annex A thereto.

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