AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT Dated as of May19, 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.”

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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.

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

                PURCHASERS:

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE

AMENDMENT NO. 7 TO SECURITIES PURCHASE AGREEMENT – SIGNATURE PAGE