HELLMAN & FRIEDMAN INVESTORS INC, SC 13D, 1999-05-13

HELLMAN & FRIEDMAN INVESTORS INC
SC 13D, 1999-05-13

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

-----------------------
SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

VOICESTREAM WIRELESS CORPORATION
------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
------------------------------------------------------------
(Title of Class of Securities)

928615103
------------------------------------------------------------
(CUSIP Number)

Hellman & Friedman Capital Partners II, L.P.
One Maritime Plaza, Suite 1200
San Francisco, California 94111
(415) 788-5111

with a copy to:
Timothy G. Hoxie, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6000
----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 3, 1999
------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.

(Continued on following pages)

(Page 1 of 49 Pages)
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 2 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HELLMAN & FRIEDMAN CAPITAL PARTNERS II, L.P.
94-3139964

- ------ -------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- ------ -------------------------------------------------------------------------
3. SEC USE ONLY

- ------ -------------------------------------------------------------------------
4. SOURCE OF FUNDS*

OO
- ------ -------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /

- ------ -------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OR ORGANIZATION

CALIFORNIA

- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 11,108,169
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 11,108,169
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,108,169
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.63%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 3 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H&F ORCHARD PARTNERS, L.P.
94-3139972

OO
- ------ -------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------ -------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OR ORGANIZATION

CALIFORNIA
- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 993,648
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 993,648
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993,648
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 4 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H&F INTERNATIONAL PARTNERS, L.P.
94-3148959

CALIFORNIA
- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 197,180
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 197,180
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,180
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.21%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 5 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HELLMAN & FRIEDMAN INVESTORS, L.P.
94-3124217

CALIFORNIA
- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 12,299,547
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 12,299,547
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,299,547
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.87%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 6 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HELLMAN & FRIEDMAN INVESTORS, INC.
94-3124214

CALIFORNIA
- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 12,299,547
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 12,299,547
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,299,547
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.87%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

- -------------------------- ---------------------------
CUSIP No. 928615103 SCHEDULE 13D Page 7 of 49 Pages
---------
- -------------------------- ---------------------------

1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HELLMAN FAMILY REVOCABLE TRUST
###-##-####

CALIFORNIA
- ------ -------------------------------------------------------------------------
Number of Shares 7. SOLE VOTING POWER NONE
Beneficially Owned By
Each Reporting Person
With
------------ --------------------------------------
8. SHARED VOTING POWER 12,299,547
------------ --------------------------------------
9. SOLE DISPOSITIVE POWER NONE
------------ --------------------------------------
10. SHARED DISPOSITIVE 12,299,547
POWER
- ---------------------------- ------------ --------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,299,547
- ------ -------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ------ -------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.87%
- ------ -------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
- ------ -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

INTRODUCTION

This Schedule 13D is filed by the Reporting Persons herein named in
respect of shares of Common Stock of VoiceStream Wireless Corporation.

ITEM 1. NAME OF ISSUER

Common Stock, no par value
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellvue, Washington 98006

ITEM 2. IDENTITY AND BACKGROUND

Name:

I. Hellman & Friedman Capital Partners II, L.P. ("HFCP II")
II. H&F Orchard Partners, L.P. ("Orchard")
III. H&F International Partners, L.P. ("International")
IV. Hellman & Friedman Investors, L.P. ("Investors L.P.")
V. Hellman & Friedman Investors, Inc. ("Investors Inc.")
VI. Hellman Family Revocable Trust ("Trust")

State or other place of organization:

I - VI: California

Principal business:

I - III: Investment fund
IV - V: Management of investment fund
VI: Family trust

Address of principal business:

I - VI: One Maritime Plaza, Suite 1200
San Francisco, California 94111

Criminal convictions in last five years:

I - VI: None

Civil proceedings relating to violations of securities laws in last five
years:

I - VI: None

HFCP II, Orchard and International (the "Partnerships") are the direct
owners of the shares disclosed on the preceding pages. The sole general partner
of the Partnerships is Investors L.P. The sole general partner of Investors L.P.
is Investors Inc. The sole shareholder of Investors Inc. is the Trust. Mr.
F. Warren Hellman is a director

<PAGE>

of Investors Inc. and a trustee of the Trust. The investment decisions of
Investors Inc. are made by an executive committee, of which Mr. Hellman and
Mr. John L. Bunce, Jr. are voting members. The executive committee indirectly
exercises sole voting and investment power with respect to the shares held by
the Partnerships. As members of the executive committee, Mr. Hellman and
Mr. Bunce could be deemed to beneficially own such shares, but they disclaim
such beneficial ownership except to the extent of their indirect pecuniary
interest in such shares.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On May 3, 1999, pursuant to the Agreement and Plan of Distribution (the
"Spin-Off Agreement") between VoiceStream Wireless Corporation (the "Issuer")
and Western Wireless Corporation, (a) the Reporting Persons, as shareholders
of Western Wireless Corporation, received 12,298,997 shares of the common
stock, no par value (the "Common Stock"), of the Issuer, and (b) John L.
Bunce, Jr. and Mitchell R. Cohen, officers of Hellman & Friedman Investors,
Inc., received options to purchase an aggregate of 500 shares of the Common
Stock of the Issuer, which options are exercisable within 60 days.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons hold their shares of the Common Stock of
the Issuer for investment purposes.

John L. Bunce, Jr. and Mitchell R. Cohen are directors of the Issuer and
are officers of Hellman & Friedman Investors, Inc. The Reporting Persons
presently do not intend to increase their representation on the Issuer's board
of directors.

The Partnerships are presently considering a distribution of some, but
not all, of their shares of the Common Stock of the Issuer to their limited
partners.

Except as expressly set forth above, the Reporting Persons do not
presently have any plan or proposal to:

(a) acquire additional securities of the Issuer, or dispose of
securities of the Issuer;

(b) conduct any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, with respect to the Issuer;

(d) change the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

<PAGE>

(e) make any material change in the present capitalization or
dividend policy of the Issuer;

(f) cause any other material change in the Issuer's business or
corporate structure;

(g) change the Issuer's charter, bylaws or instruments corresponding
thereto or take other actions which may impede the acquisition of control
of the Issuer by any person;

(h) cause a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;

(i) cause a class of equity securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or

(j) take any action similar to those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

The aggregate number of securities and percentage of the class of
securities of the Issuer beneficially owned by each Reporting Person named in
Item 2, as well as the number of securities as to which such person is deemed to
have sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or to direct the disposition, or shared power to
dispose or direct the disposition, is set forth in the following table:

<TABLE>
<CAPTION>
POWER TO VOTE POWER TO DISPOSE
NO. OF SECURITIES ------------- ----------------
PERSON BENEFICIALLY OWNED SOLE SHARED SOLE SHARED
------ ------------------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C>
Hellman & Friedman Capital Partners II, L.P. 11,108,169 0 11,108,169 0 11,108,169

H&F Orchard Partners, L.P. 993,648 0 993,648 0 993,648

H&F International Partners, L.P. 197,180 0 197,180 0 197,180

Hellman & Friedman Investors, L.P. 12,299,547* 0 12,299,547* 0 12,299,547*

Hellman & Friedman Investors, Inc. 12,299,547* 0 12,299,547* 0 12,299,547*

Hellman Family Revocable Trust 12,299,547* 0 12,299,547* 0 12,299,547*

</TABLE>
- --------
* Includes options to purchase 500 shares of the Common Stock of the
Issuer held by Messrs. Bunce and Cohen, directors of H&F Investors, Inc., which
options are exercisable within 60 days.

<PAGE>

The Reporting Persons received 12,298,997 shares of the Common Stock of the
Issuer, constituting 12.87% of the class, on May 3, 1999, pursuant to the
Spin-Off Agreement. In addition, John L. Bunce, Jr. and Mitchell R. Cohen,
officers of Hellman & Friedman Investors, Inc., received options to purchase an
aggregate of 500 shares of the Common Stock of the Issuer, which options are
exercisable within 60 days. The shares acquired by the Reporting Person pursuant
to the Spin-Off Agreement were issued to the Reporting Persons by the Issuer.
The transaction was effected in the State of Washington.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

The Reporting Persons have entered into a Voting Agreement and a
Registration Rights Agreement with the Issuer and the other holders of Common
Stock of the Issuer. A copy of each of these agreements is attached as an
Exhibit hereto.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The form of Voting Agreement and Form of Registration Rights Agreement, as
filed with the Form 10-12G/A of the Issuer on April 13, 1999, are attached
hereto as Exhibits 7(1) and 7(2), respectively.

<PAGE>

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

May 13, 1999
----------------
Date Hellman & Friedman Capital Partners II, L.P.
H&F Orchard Partners, L.P.
H&F International Partners, L.P.

By: Hellman & Friedman Investors, L.P.
Its General Partner, By
Hellman & Friedman Investors, Inc.,
Its General Partner

By: /s/ Mitchell R. Cohen
-----------------------------------
Vice President

Hellman & Friedman Investors, L.P.

By: Hellman & Friedman Investors, Inc.,
Its General Partner

By: /s/ Mitchell R. Cohen
-----------------------------------
Vice President

Hellman & Friedman Investors, Inc.

By: /s/ Mitchell R. Cohen
-----------------------------------
Vice President

Hellman Family Revocable Trust

By: /s/ F. Warren Hellman
-----------------------------------
Trustee
<PAGE>

List of Exhibits
----------------

Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
7(1) Voting Agreement 14
7(2) Registration Rights Agreement 40

</TABLE>

<PAGE>

EXHIBIT 7(1)

VOTING AGREEMENT

This VOTING AGREEMENT (this "Agreement") is made and entered into as of
this ____ day of ____________, 1999 by and among VoiceStream Wireless
Corporation, a Washington corporation (the "Company"), Hellman & Friedman
Capital Partners II, L.P., a California limited partnership ("HFCP II"), H & F
Orchard Partners, L.P., a California limited partnership ("Orchard"), H & F
International Partners, L.P., a California limited partnership
("International"; HFCP II, Orchard and International are hereinafter referred
to collectively as "H&F"), John W. Stanton ("JWS"), Theresa E. Gillespie
("TEG"), PN Cellular, Inc., a Washington corporation ("PN"), Stanton Family
Trust, established November 1, 1990 by JWS and TEG, as settlors f/b/o the
settlors' children ("SFT"), Stanton Communications Corporation, a Washington
corporation ("SCC"; JWS, TEG, PN, SFT and SCC are hereinafter referred to
collectively as "Stanton"), GS Capital Partners, L.P., a Delaware limited
partnership ("GSCP"), The Goldman Sachs Group, L.P., a Delaware limited
partnership ("GS"), Bridge Street Fund 1992, L.P., a Delaware limited
partnership ("BSF"), Stone Street Fund 1992, L.P., a Delaware limited
partnership ("SSF"; GSCP, GS, BSF and SSF are hereinafter referred to
collectively as "GSC"); Providence Media Partners L.P., a Delaware limited
partnership ("Providence"); Hutchison Telecommunications PCS (USA) Limited, a
British Virgin Islands corporation ("Hutchison PCS"); and Hutchison
Telecommunications Holdings (USA) Limited, a British Virgin Islands corporation
("Hutchison Holdings"; Hutchison PCS and Hutchison Holdings are hereinafter
referred to collectively as "Hutchison") (each of H&F, Stanton, GSC, Providence
and Hutchison are hereinafter referred to individually as a "Shareholder" and
collectively as the "Shareholders").

R E C I T A L S

WHEREAS, the Company and Western Wireless Corporation, a Washington
corporation ("WWC"), are parties to that certain Agreement and Plan of
Distribution, dated as of ___________, 1999, pursuant to which, among other
things, WWC has agreed, upon the terms and conditions set forth therein, to
distribute the shares of Common Stock (as hereinafter defined) owned by it,
which shares represent 80.1% of the issued and outstanding shares of Common
Stock, to WWC's shareholders, including the Shareholders party hereto, on the
basis of one share of Common Stock for each one share of WWC's outstanding
common stock (the "Spin-Off");

WHEREAS, effective with the Spin-Off, the Company will be authorized to
issue ____ shares of Common Stock, of which ____ shares will be issued and
outstanding immediately after the Spin-Off;

<PAGE>

WHEREAS, immediately after the Spin-Off, each of the Shareholders will own
the number of shares of Common Stock set forth opposite its respective name on
Schedule 1 annexed hereto; and

WHEREAS, simultaneously with the consummation of the Spin-Off (the date of
such consummation being hereinafter referred to as the "Effective Date"), this
Agreement shall be in full force and effect in accordance with its terms in
order, among other things, to set forth certain matters relating to the
management of the Company.

NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the Shareholders and the Company
agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have
the meanings set forth below:

1.1 "Agreement" has the meaning given in the preamble.

1.2 "Arbitrators" has the meaning given in Section 6.12(i).

1.3 "Beneficially Own" has the meaning set forth in Rule 13d-3 of the
Securities and Exchange Act of 1934, as amended; except that no broker or dealer
or any affiliate thereof shall be deemed to Beneficially Own shares of Common
Stock, the beneficial ownership of which is acquired in the ordinary course of
the activities of a broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended, including, but not limited to, the
acquisition of beneficial ownership of such securities as a result of any
market-making or underwriting activities (including any shares acquired for the
investment account of a broker or dealer in connection with such underwriting
activities), or the exercise of investment or voting discretion authority over
any of its customer accounts, or the acquisition in good faith of such
securities in connection with the enforcement of payment of a debt previously
contracted.

1.4 "Board" means the Board of Directors of the Company.

1.5 "BSF" has the meaning given in the preamble.

1.6 "Business Day" means any day other than a Saturday, Sunday or
legal holiday in New York, New York, Seattle or Hong Kong or any other day on
which commercial banks in those locations are authorized by law or governmental
decree to close.

<PAGE>

1.7 "Common Stock" means the Company's Common Stock, no par value, and
shall include any new, substituted and additional securities issued at any time
in replacement of the Common Stock or issued or delivered with respect to the
Common Stock.

1.8 "Company" has the meaning given in the preamble.

1.9 "Dispute" has the meaning given in Section 6.12.

1.10 "Effective Date" has the meaning given in the recitals.

1.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

1.12 "GS" has the meaning given in the preamble.

1.13 "GSC" has the meaning given in the preamble.

1.14 "GSCP" has the meaning given in the preamble.

1.15 "H&F" has the meaning given in the preamble.

1.16 "HFCP II" has the meaning given in the preamble.

1.17 "HTL" means Hutchison Telecommunications Limited, a corporation
organized under the laws of Hong Kong.

1.18 "Hutchison" has the meaning given in the preamble.

1.19 "Immediate Family" means an individual's spouse, children
(including adopted children), grandchildren and parents.

1.20 "International" has the meaning given in the preamble.

1.21 "JWS" has the meaning given in the preamble.

1.22 "Orchard" has the meaning given in the preamble.

1.23 "Percentage Ownership" means, as to any Shareholder, the
aggregate percentage of the outstanding shares of Common Stock Beneficially
Owned by such

<PAGE>

Shareholder, including for this purpose, shares Beneficially Owned by such
Shareholder's Permitted Affiliated Transferees.

1.24 "Permitted Affiliate Transferee" means (i) with respect to any
Shareholder who is a natural Person, any member of such Person's Immediate
Family, or any trust for the benefit of, or a partnership all of the partners of
which are, such Person and/or any member of such Person's Immediate Family; (ii)
with respect to any Shareholder which is a limited partnership, (a) any Person
that, as of May 13, 1996, was the sole general partner of such Shareholder or
was the sole general partner of the sole general partner of such Shareholder,
(b) another limited partnership which has a sole general partner, the control of
which sole general partner is held, directly or indirectly, by five or fewer
natural Persons, provided such natural Persons had control at May 13, 1996 of
the sole general partner of such Shareholder or (iii) with respect to Hutchison,
(x) HTL, (y) any Subsidiary of HTL, or (z) any other entity acceptable to
Shareholders (other than Hutchison and its Permitted Affiliate Transferees)
holding at least a majority of the Common Stock owned by all Shareholders (other
than Hutchison and its Permitted Affiliate Transferees) in which HTL owns,
directly or indirectly, more than 40% of the outstanding voting power, or (c) in
the case of any Person referred to in clause (x), (y) or (z), Hutchison. For
purposes of this definition, "control" shall mean ownership of at least 51% of
the equity interest in, and at least 51% of the voting power on all matters in,
an entity or, if applicable, the sole general partner of such entity.

1.25 "Person" means an individual, corporation, association,
partnership, trust or estate, an unincorporated organization, a joint venture, a
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

1.26 "PN" has the meaning given in the preamble.

1.27 "Providence" has the meaning given in the preamble.

1.28 "SCC" has the meaning given in the preamble.

1.29 "SFT" has the meaning given in the preamble. 1.30 "Shareholder"
has the meaning given in the preamble.

1.31 "Spin-Off" has the meaning given in the recitals.

1.32 "SSF" has the meaning given in the preamble.

1.33 "Stanton" has the meaning given in the preamble.

<PAGE>

1.34 "Subsidiary" means, as to any Person, another Person which is an
entity as to which such Person owns more than 50% of the outstanding voting
power.

1.35 "TEG" has the meaning given in the preamble.

1.36 "Transfer" means any sale, assignment, pledge, hypothecation,
gift or other transfer, disposition or encumbrance of any interest (and includes
an exchange of shares in a merger, consolidation or similar transaction).

1.37 "WWC" has the meaning given in the recitals.

1.38 "WWC Shareholders Agreement" has the meaning given in the
preamble.

Each definition or pronoun herein shall be deemed to refer to the singular,
plural, masculine, feminine or neuter as the context requires. Words such as
"herein, "hereinafter," "hereof," "hereto" and "hereunder" refer to this
Agreement as a whole, unless the context otherwise requires. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation."

2. Effectiveness; Legend.

2.1 This Agreement shall become effective on the Effective Date. If
the Effective Date does not occur on or before December 31, 1999, this Agreement
shall terminate and be of no further force or effect whatsoever.

2.2 All certificates representing shares of Common Stock now or
hereafter issued by the Company to any of the Shareholders or their Permitted
Affiliate Transferees shall be subject to this Agreement and shall bear the
following legend:

"The shares evidenced by this certificate or any certificate issued in
exchange or transfer therefor are and will be subject to the terms of a
certain Voting Agreement, dated as of ___________, 1999, by and among
certain shareholders of the Company."

The requirement that the above legend be placed upon certificates evidencing any
such Common Stock shall cease and terminate upon the earlier of (i) the Transfer
of such Common Stock to any Person other than a Permitted Affiliate Transferee,
and (ii) as to any Shareholder and its Permitted Affiliate Transferees, the
termination of this Agreement as to such Shareholder and its Permitted Affiliate
Transferees. Upon the

<PAGE>

occurrence of any event requiring the removal of a legend hereunder, the
Company, upon the surrender of certificates containing such legend, shall, at
its own expense, deliver to the holder of any such Common Stock as to which the
requirement for such legend shall have terminated, one or more new certificates
evidencing such Common Stock not bearing such legend.

3. Management of the Corporation.

3.1 Board of Directors. Pursuant to the Company's by-laws, the Board
shall be constituted of ten (10) directors, subject to increase as provided in
this Section 3.1. Each of the Shareholders (and its Permitted Affiliate
Transferees) agrees that it will vote, or cause to be voted, all of the shares
of Common Stock Beneficially Owned by it (whether now owned or hereafter
acquired), in person or by proxy (and shall take all other necessary or
desirable actions within such Shareholder's (or its Permitted Affiliate
Transferees') control, including attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents in lieu of
meetings), for the election and continuation in office of the following ten (10)
members: (a) JWS, for so long as he is the Chief Executive Officer of the
Company or he, together with his Permitted Affiliate Transferees, Beneficially
Own at least 4,500,000 shares of Common Stock; (b) two (2) designees of
Hutchison (or if Hutchison has Transferred all of its shares of Common Stock to
Permitted Affiliate Transferees of Hutchison, two (s) designees of such
Permitted Affiliate Transferees); (c) two (2) designees of H&F (or, if H&F has
Transferred all of its shares of Common Stock to Permitted Affiliate Transferees
of H&F, two (2) designees of such Permitted Affiliate Transferees); (d) one (1)
designee of GSC (or, if GSC has Transferred all of its shares of Common Stock to
Permitted Affiliate Transferees of GSC, one (1) designee of such Permitted
Affiliate Transferees); (e) one (1) designee selected by a majority vote of
Stanton (or, if Stanton has Transferred all of its shares of Common Stock to
Permitted Affiliate Transferees of Stanton, of such Permitted Affiliate
Transferees) and Providence (or, if Providence has Transferred all of its shares
of Common Stock to Permitted Affiliate Transferees of Providence, of such
Permitted Affiliate Transferees) (it being understood that such designee is in
addition to JWS for so long as JWS shall serve on the Board by reason of his
holding the office of Chief ExecutiveOfficer of the Company or his, together
with his Permitted Affiliate Transferees, Beneficially Owning at least 4,500,000
shares of Common Stock); and (f) three (3) designees selected by a majority vote
of the persons selected as provided above. Stanton (and its Permitted Affiliate
Transferees) agrees with respect to the designee to the Board selected by the
vote of Stanton and Providence (or their respective Permitted Affiliate
Transferees) that from and after the date hereof and for so long as (i) JWS is
serving as the Chief Executive Officer of the Company or he, together with his
Permitted Affiliate Transferees, Beneficially Own at least 4,500,000 shares of
Common Stock, (ii) Stanton and Providence (and their respective Permitted

<PAGE>

Affiliate Transferees) shall collectively Beneficially Own at least 4,500,000
shares of Common Stock, and (iii) Providence (or its Permitted Affiliate
Transferees) shall Beneficially Own at least 2,500,000 shares of Common Stock,
Stanton (and its Permitted Affiliate Transferees) shall so vote, or cause to be
voted, all of the shares of Common Stock owned or held of record by Stanton (and
its Permitted Affiliate Transferees) for one designee of Providence (and its
Permitted Affiliate Transferees). In addition, Hutchison shall have the right to
designate an additional director (and the Board shall in each case be expanded
by one member to accommodate such new designee) when Hutchison's aggregate
Percentage Ownership exceeds each of the following thresholds: 27.25%, 33.33%,
38.5%, 42.9%, 46.67% and 50%; and each of the Shareholders (and each of their
respective Permitted Affiliate Transferees) agrees that it will vote, or cause
to be voted, all of the shares of Common Stock Beneficially Owned by it (whether
now owned or hereafter acquired), in person or by proxy (and shall take all
other necessary or desirable actions within such Shareholder's (or its Permitted
Affiliate Transferees') control including attendance at meetings in person or by
proxy for purposes of obtaining a quorum and excution of written consents in
lieu of meetings), for the election and continuation in office of such designees
and to cause any requisite expansion of the Board to accommodate such designees.

No designee to the Board shall be removed from the Board (except removal
for cause under applicable law) without the written consent of the Shareholder
or group of Shareholders who has the right to designate such Person to the Board
(or, if such Shareholder or group of Shareholders has Transferred all of their
shares of Common Stock to Permitted Affiliate Transferees of such Shareholder or
group of Shareholders, without the written consent of Permitted Affiliate
Transferees holding a majority of the shares owned by all of such Permitted
Affiliate Transferees). Any Shareholder or group of Shareholders (or, if such
Shareholder or group of Shareholders has Transferred all of their shares of
Common Stock to Permitted Affiliate Transferees of such Shareholder or group of
Shareholders, Permitted Affiliate Transferees holding a majority of the shares
owned by all of such Permitted Affiliate Transferees) who has the right to
designate any member(s) of the Board shall have the right to replace any
member(s) so designated by it (whether or not such member is removed from the
Board with or without cause or ceases to be a member of the Board by reason of
death, disability or for any other reason) upon written notice to the Company
and the other members of the Board, which notice shall set forth the name of the
member(s) being replaced and the name of the new member(s). Each of the
Shareholders (and each of their respective Permitted Affiliate Transferees)
agrees that it will vote, or cause to be voted, all of the shares of Common
Stock Beneficially Owned by it (whether now owned or hereafter acquired), in
person or by proxy (and shall take all other necessary or desirable actions
within such Shareholder's (or its Permitted Affiliate Transferees') control
including attendance at meetings in person or by proxy for purposes of obtaining
a quorum and execution of written consents in lieu of

<PAGE>

meetings), so as to cause the election and continuation in office of any
successor director designated by any of the Shareholders (or any ofsuch
Shareholder's Permitted Affiliate Transferees) pursuant to this Section 3.1.
Notwithstanding the foregoing,

(a) if at any time H&F (and its Permitted Affiliate Transferees)
shall cease to Beneficially Own at least (i) 9,800,000 shares of Common Stock,
then in such event, H&F (or, if H&F has Transferred all of its shares of Common
Stock to Permitted Affiliate Transferees of H&F, its Permitted Affiliate
Transferees) shall be entitled to designate only one member of the Board; and
(ii) 4,500,000 shares of Common Stock, then in such event, H&F (or, if H&F has
Transferred all of its shares of Common Stock to Permitted Affiliate Transferees
of H&F, its Permitted Affiliate Transferees) shall not be entitled to designate
any member of the Board;

(b) if at any time GSC (or, if GSC has Transferred all of its
shares of Common Stock to Permitted Affiliate Transferees of GSC, its Permitted
Affiliate Transferees) shall cease to Beneficially Own at least 4,500,000 shares
of Common Stock, then in such event, GSC (or, if GSC has Transferred all of its
shares of Common Stock to Permitted Affiliate Transferees of GSC, its Permitted
Affiliate Transferees) shall not be entitled to designate any member of the
Board;

(c) if at any time Stanton and Providence (and their respective
Permitted Affiliate Transferees) shall cease collectively to Beneficially Own at
least 4,500,000 shares of Common Stock, then in such event, they shall not be
entitled to designate any member of the Board (except that JWS shall continue to
serve on the Board for so long as he holds the office of Chief Executive Officer
of the Company); and

(d) if at any time Hutchison (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i) 9,800,000 shares of
Common Stock, then in such event Hutchison (or, if Hutchison has Transferred all
of its shares of Common Stock to Permitted Affiliate Transferees of Hutchison,
its Permitted Affiliate Transferees) shall be entitled to designate only one
member of the Board; and (ii) 4,500,000 shares of Common Stock, then in such
event, Hutchison (or, if Hutchison has Transferred all of its shares of Capital
Stock to Permitted Affiliate Transferees of Hutchison, its Permitted Affiliate
Transferees) shall not be entitled to designate any member of the Board. In
addition, if Hutchison shall have designated additional director(s) (in excess
of the two (2) specified above) by reason of an increase in its Percentage
Ownership as set forth in this Section 3.1 above, and at any time thereafter the
Percentage Ownership of Hutchison (and its Permitted Affiliate Transferees)
shall be less than the Percentage Ownership entitling Hutchison to such
additional director(s), then in such event Hutchison (or, if Hutchison has
Transferred all of its shares of Common Stock to Permitted Affiliate Transferees
of Hutchison, its Permitted Affiliate Transferees) shall cease to be entitled to

<PAGE>

designate such additional director(s). Any vacancies on the Board created by
reason of the provisions of subsections (a) through (d) above shall be filled by
the directors then in office to serve until the next annual meeting of
shareholders of the Company, and at the next annual meeting shall be filled by a
vote of a plurality of all shareholders (including the Shareholders and their
Permitted Affiliate Transferees) of the Company; provided, however, that in the
event that the size of the Board shall have increased by reason of Hutchison
having the right to designate additional director(s) and thereafter Hutchison
shall cease to have the right to so designate such additional director(s), the
size of the Board shall be appropriately educed and each of the Shareholders
(and each of their respective Permitted Affiliate Transferees) agrees that it
will vote, or cause to be voted, all of the shares of Common Stock Beneficially
Owned by it (whether now owned or hereafter acquired), in person or by proxy
(and shall take all other necessary or desirable actions within such
Shareholder's (or its Permitted Affiliate Transferees') control including
attendance at meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), to cause such reduction
in the Board.

(e) Notwithstanding anything to the contrary contained in this
Agreement, Hutchison's right to transfer its right to designate directors to
certain block transferees as set forth in Sections 14 and 15 of the Shareholders
Agreement of VoiceStream Wireless Corporation, dated February 17,1998, as
amended, among WWC, the Company and Hutchison PCS, shall continue in full force
and effect until terminated in accordance with the terms of such Shareholders
Agreement.

(f) The number of shares referred to in this Section 3.1 shall be
appropriately adjusted for any stock dividends, stock splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.

3.2 Company Covenant. The Company hereby agrees to use all reasonable
efforts to give effect to the provisions of Section 3.1. In this regard, the
Company shall, subject to the provisions of Section 3.1, duly nominate the
designees set forth above for election to the Board and shall include in any
proxy solicitation materials related to the election of members of the Board
such information and recommendations of the Board as are appropriate in proxy
solicitation materials. Each Shareholder shall vote such Shareholder's shares of
Common Stock at any regular or special meeting of the Shareholders or in any
written consent executed in lieu of such a meeting of Shareholders for the
election of such designees. The Company and each Shareholder shall take all
other actions necessary to ensure that the certificate of incorporation and
by-laws of the Company or any successor constituent documents as in effect
immediately following the date hereof do not, at any time thereafter, conflict
in any respect with the provisions of this Agreement.

<PAGE>

4. Representations and Warranties.

Each of the Company, HFCP II, Orchard, International, JWS, TEG, PN,
SFT, SCC, GS, GSCP, BSF, SSF, Providence and Hutchison hereby represents and
warrants to the other parties as follows:

(a) Such Person has full power and authority to execute, deliver
and perform its obligations under this Agreement;

(b) This Agreement and all transactions contemplated hereby have
been duly and validly authorized by all necessary action on the part of such
Person and this Agreement constitutes the legal, valid and binding obligation of
such Person enforceable against it in accordance with its terms; and

(c) Neither the execution, delivery or performance of this
Agreement by such Person, nor the consummation of the transactions contemplated
hereby will, with or without the giving of notice of passage of time or both
conflict with, result in a default or loss of rights (or give rise to any right
of termination, cancellation or acceleration) under, (i) any provision of the
certificate of incorporation, by-laws, partnership agreement or comparable
constituent document of such Person, (ii) any material note, bond, indenture,
mortgage, deed of trust, contract, agreement, lease or other instrument or
obligation to which any such Person is a party or by which it or its properties
may be bound or affected or (iii) any law, order, judgment, ordinance, rule,
regulation or decree to which any such Person is a party or by which it or any
of its properties are bound or affected.

5. Term.

This Agreement shall terminate upon the earliest to occur of any of
the following events:

(a) Upon agreement by all Shareholders then retaining the right
to designate directors under this Agreement; or

(b) The filing by the Company of a petition in bankruptcy or the
expiration of sixty (60) days after a petition in bankruptcy shall have been
filed against the Company and such petition shall not have been stayed or
discharged during such sixty (60) day period; or upon the expiration of sixty
(60) days after the commencement of any proceeding under any law for the relief
of debtors seeking the relief or readjustment of the Company's indebtedness
either through reorganization, winding-up, extension or

<PAGE>

otherwise, and such proceedings involving the Company as debtor shall not have
been vacated or stayed within such sixty (60) day period; or upon the
appointment of a receiver, custodian or trustee for all or substantially all of
the Company's property, or the making by the Company of any general assignment
for the benefit of creditors, or the admitting in writing by the Company of its
inability to pay its debts as they mature; or upon the voluntary or involuntary
liquidation or dissolution of the Company; or

(c) The Beneficial Ownership of all of the Common Stock by only
one Shareholder (including its Permitted Affiliate Transferees).

6. Miscellaneous.

6.1 Successors, Assigns and Transferees. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their Permitted
Affiliate Transferees. Each of the Shareholders hereby agrees that prior to any
Transfer of any Common Stock to a Permitted Affiliate Transferee, such Permitted
Affiliate Transferee shall execute a counterpart of this Agreement agreeing to
be bound by the provisions of this Agreement. No Transfer to a Permitted
Affiliate Transferee shall be effective unless such Permitted Affiliate
Transferee has executed such counterpart of this Agreement.

6.2 Specific Performance, Etc. Each of the parties hereto acknowledges
and agrees that, in the event of any breach of this Agreement, the non-breaching
parties would be irreparably harmed and could not be made whole by monetary
damages. Accordingly, each of the parties hereto agrees that the other parties,
in addition to any other remedy to which they may be entitled at law or in
equity, shall be entitled to compel specific performance of this Agreement
pursuant to Section 6.12(x).

6.3 Headings. The headings in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.

6.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by same day or next day courier (guaranteed delivery) or mailed,
registered mail, return receipt requested, or transmitted by telegram, telex or
facsimile (i) if to a Shareholder, at such Shareholder's address appearing
below or at any other address that such Shareholder may have provided in
writing to the Company and the other Shareholders then party to this Agreement
and (ii) if to the Company, at 3650 131 Avenue SE, Bellevue, Washington 98006,
U.S.A., Tel: (425) 586-8014, Fax: (425) 586-8080; Attention: Alan R. Bender,
Esq., or such other address as the Company may have furnished to the
Shareholders in writing, with a copy (which shall not constitute notice) to
Friedman

<PAGE>

Kaplan & Seiler LLP, 875 Third Avenue, New York, NY 10022, USA, Tel:
(212) 833-1107, Fax: (212) 355-6401, Attention: Barry A. Adelman. If a notice
hereunder is transmitted by confirmed fax so as to arrive during normal
business hours during a Business Day at the place of receipt, then such notice
shall be deemed to have been given on such Business Day at the place of receipt
or, if so transmitted to arrive after normal business hours during a Business
Day at the place of receipt, then such notice shall be deemed to have been
given on the following Business Day at the place of receipt. If such notice is
sent by next-day courier, it shall be deemed to have been given on the third
Business Day at the place of receipt following sending and, if by registered
air mail, on the tenth Business Day at the place of receipt following sending,
provided, that the date of sending shall be deemed to be the date at the place
of receipt at the time such notice is posted.

(a) if to JWS, TEG, PN, SFT or SCC:

c/o Stanton Communications, Inc.
131 Avenue SE
Bellevue, Washington 98006
Attention: John W. Stanton
Facsimile: (425) 586-8010

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

Barry A. Adelman, Esq.
Friedman Kaplan & Seiler LLP
875 Third Avenue
New York, New York 10022-6225
Facsimile: (212) 355-6401

(b) if to GS, GSCP, BSF or SSF:

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Terence M. O'Toole
Facsimile: (212) 357-5505

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

Alison S. Ressler, Esq.
Sullivan & Cromwell

<PAGE>

1888 Century Park East
Los Angeles, California 90067
Facsimile: (310) 712-8800

c/o Hellman & Friedman
One Maritime Plaza, Suite 1200
San Francisco, California 94111
Attention: John L. Bunce, Jr.
General Partner and Richard Levine,
General Counsel
Facsimile: (415) 788-0176

(d) if to Providence:

c/o Providence Ventures, Inc.
900 Fleet Center
50 Kennedy Plaza
Providence, Rhode Island 02903
Attention: Jonathan M. Nelson
Facsimile: (401) 751-1790

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

David K. Duffell, Esq.
Edwards & Angell
2700 Hospital Tower
Providence, Rhode Island 02903
Facsimile: (401) 276-6611

(e) if to Hutchison:

Hutchison Telecommunications PCS (USA) Limited
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands

Tel: (809) 494-2233

<PAGE>

Fax: (809) 494-4885

and

Hutchison Telecommunications PCS (USA) Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Edith Shih

Tel: (852) 2128-1232
Fax: (852) 2128-1778

and

Hutchison Telecommunications Holdings (USA) Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Edith Shih

Tel: (852) 2128-1232
Fax: (852) 2128-1778

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

Dewey Ballantine LLP
Suite 3907, Asia Pacific Finance Tower
Citibank Plaza
3 Garden Road
Central, Hong Kong
Attention: John A. Otoshi
Tel: (852) 2509-7000
Fax: (852) 2509-7088

6.5 Exchanges, Recapitalizations, Etc. Affecting the Company's Common
Stock. The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the shares of Common Stock now or hereinafter owned
by each Shareholder (and its Permitted Affiliate Transferees), to any and all
securities of the Company or any successor or assign of the Company (whether by
merger, consolidation or otherwise) that may be issued in respect of, in
exchange for, or in substitution of such

<PAGE>

shares of Common Stock, and shall be appropriately adjusted for any stock
dividends, stock splits, reverse splits, combinations, recapitalizations and
similar events occurring after the date hereof.

6.6 Inspection and Compliance with Law. Copies of this Agreement will
be available for inspection or copying by any interested Person at the offices
of the Company through the Secretary of the Company. The Company will otherwise
take all actions as may be necessary or appropriate to comply with any
applicable law relating to the validity and enforceability of shareholders
agreements containing the provisions of this Agreement.

6.7 Waivers. Except as expressly provided otherwise herein, neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the Company
and each of the Shareholders. The failure of any party hereto to give notice of
the breach or non-fulfillment of any term or condition of this Agreement shall
not constitute a waiver thereof, nor shall the waiver of any breach or
non-fulfillment of any term or condition of this Agreement constitute a waiver
of any other breach or non-fulfillment of that term or condition or any other
term or condition of this Agreement.

6.8 Amendments. This Agreement may be amended or modified at any time
by a writing setting forth such amendment or modification, signed by the Company
and by Shareholders (or their Permitted Affiliate Transferees) owning in the
aggregate at least 90% of the aggregate Voting Power of the Shareholders (and
their Permitted Affiliate Transferees); provided, however, that, unless such
amendment is signed by the Company and by each Shareholder (or its Permitted
Affiliate Transferees) adversely affected by such amendment, no such amendment
or modification shall (i) eliminate any right of any Shareholder (or its
Permitted Affiliate Transferees) to designate the member or members of the Board
it is entitled to designate in accordance with Section 3.1 hereof (it being
understood and agreed that this clause (i) shall not prohibit the enlargement of
the Board) or (ii) change the Effective Date.

6.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall be considered one and the same agreement.

6.10 Obligations Several. The obligations of each of the Shareholders
under this Agreement shall be several with respect to each such Shareholder.

<PAGE>

6.11 Entire Agreement. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior understandings among such parties with respect to such
subject matter.

6.12 Applicable Law. The validity of this Agreement, its construction,
interpretation and enforcement, and the rights of the parties hereunder, shall
be determined under, governed by and construed in accordance with the internal
laws of the State of New York applicable to contracts formed in such State. Each
party hereto agrees that, subject to Section 6.12 hereof, any suit, action or
other proceeding arising out of this Agreement shall be brought and litigated in
the courts of the State of Washington or the United States District Court for
the Western District of Washington and each party hereto hereby irrevocably
consents to personal jurisdiction and venue in any such court and hereby waives
any claim it may have that such court is an inconvenient forum for the purposes
of any such suit, action or other proceeding.

6.13 Arbitration. Any and all disputes, controversies or claims (each
a "Dispute") between the Shareholders relating to the interpretation or
enforcement or performance of this Agreement shall be resolved by binding
arbitration by the American Arbitration Association in accordance with its
rules, subject to the following provisions:

(i) There shall be three arbitrators (the "Arbitrators")
which shall be appointed in accordance with the procedures of the American
Arbitration Association.

(ii) The expenses of the arbitration shall be borne equally
by the Shareholders involved in the arbitration, and each party shall bear its
own legal fees and expenses; provided, however, that the Arbitrators shall have
discretion to require that one party pay all or a portion of the expenses of
arbitration or the other party's legal fees and expenses in connection with any
particular arbitration.

(iii) The Arbitrators shall determine whether and to what
extent any party shall be entitled to damages or equitable relief. No party
shall be entitled to punitive damages or consequential damages or shall be
required to post a bond in connection with equitable relief.

(iv) The Arbitrators shall not have the power to add to nor
modify any of the terms or conditions of this Agreement. The Arbitrators'
decision shall not go beyond what is necessary for the interpretation and
application of the provisions of this Agreement in respect of the issue before
the Arbitrators. The Arbitrators' decision and award or permitted remedy, if
any, shall be based upon the issue as drafted and

<PAGE>

submitted by the respective parties and the relevant and competent evidence
adduced at the hearing(s).

(v) The Arbitrators shall have the authority to award any
remedy or relief provided for in this Agreement, in addition to any other remedy
or relief (including provisional remedies and relief) that a court of competent
jurisdiction could order or grant (but subject to the remedial limitations
elsewhere set forth in this Agreement, including, but without limitation, the
aforesaid prohibition against punitive and consequential damages). The
Arbitrators written decision shall be rendered within sixty (60) days of the
hearing. The decision reached by the Arbitrators shall be final and binding upon
the parties as to the matter in dispute. To the extent that the relief or remedy
granted by the Arbitrators is relief or remedy on which a court could enter
judgement, a judgement upon the award rendered by the Arbitrators may be entered
in any court having jurisdiction thereof (unless in the case of an award of
damages, the full amount of the award is paid within ten (10) days of its
determination by the Arbitrators). Otherwise, the award shall be binding on the
parties in connection with their continuing performance of this Agreement and in
any subsequent arbitral or judicial proceeding between the parties.

(vi) The arbitration shall take place in Seattle,
Washington, unless otherwise agreed by the parties, and shall be conducted in
the English language.

(vii) The arbitration proceeding and all filing, testimony,
documents and information relating to or presented during the arbitration
proceeding shall be disclosed exclusively for the purpose of facilitating the
arbitration process and for no other purpose.

(viii) The parties shall continue performing their
respective obligations under this Agreement notwithstanding the existence of a
Dispute while the Dispute is being resolved unless and until such obligations
are terminated, expire or are suspended in accordance with the provisions
hereof.

(ix) The Arbitrators may, in their sole discretion, order a
pre- hearing exchange of information including production of documents, exchange
of summaries of testimony or exchange of statements of position, and shall
schedule promptly all discovery and other procedural steps and otherwise assume
case management initiative and control to effect an efficient and expeditious
resolution of the Dispute. At any oral hearing of evidence in connection with an
arbitration proceeding, each party and its counsel shall have the right to
examine its witnesses and to cross-examine the witnesses of the other party. No
testimony of any witness shall be presented in written form unless the opposing
party or parties shall have the opportunity to cross-examine such witness,
except as the parties otherwise agree in writing.

<PAGE>

(x) Notwithstanding the dispute resolution procedures
contained in this Section 6.12, either party may apply to any court having
jurisdiction (a) to enforce this Agreement to arbitrate, (b) to seek provisional
injunctive relief so as to maintain the status quo until the arbitration award
is rendered or the Dispute is otherwise resolved, or (c) to challenge or vacate
any final judgment, award or decision of the Arbitrators that does not comport
with the express provisions of this Section 6.12.

6.14 Failure to Pursue Remedies. The failure of any party to seek
redress for violation of, or to insist upon the strict performance of, any
provision of this Agreement shall not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of an original
violation.

6.15 Cumulative Remedies. The rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any party
shall not preclude or waive its right to use any or all other remedies except as
otherwise expressly provided in this Agreement. Such rights and remedies are
given in addition to any other rights the parties may have by law, statute,
ordinance or otherwise.

6.16 Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.

IN WITNESS WHEREOF, each of the parties has executed or caused this
Agreement to be executed by its duly authorized officer as of the date first
above written.

VOICESTREAM WIRELESS CORPORATION

By: -------------------------------
Name:
Title:

HUTCHISON TELECOMMUNICATIONS PCS
(USA) LIMITED

By: -------------------------------
Name:
Title:

<PAGE>

HUTCHISON TELECOMMUNICATIONS HOLDINGS (USA)
LIMITED

By: -------------------------------
Name:
Title:

HELLMAN & FRIEDMAN CAPITAL PARTNERS II, L.P.,
a California limited partnership

By: Hellman & Friedman Investors, L.P., its
general partner

By: Hellman & Friedman Investors, Inc.,
its general partner

By: -------------------------------
Name:
Title:

H & F ORCHARD PARTNERS, L.P., a California
limited partnership

By: H & F Orchard Investors, L.P., its
general partner

By: H & F Orchard Investors, Inc., its
general partner

By: -----------------------------
Name:
Title: Vice president

H & F INTERNATIONAL PARTNERS, L.P., a
California limited partnership

<PAGE>

By: H & F International Investors, L.P., its
general partner

By: H & F International Investors,
Inc., its general partner

By: -----------------------------------
Name:
Title:

-------------------------------
JOHN W. STANTON

-------------------------------
THERESA E. GILLESPIE

PN CELLULAR, INC.

By: -------------------------------
Name:
Title:

STANTON FAMILY TRUST

By: -------------------------------
Name: , Trustee

STANTON COMMUNICATIONS CORPORATION

By: -------------------------------
Name:
Title:

THE GOLDMAN SACHS GROUP, L.P.

<PAGE>

By: -------------------------------
Name:
Title:

GS CAPITAL PARTNERS, L.P.

By: GS Advisors L.P., General Partner

By: GS Advisors, Inc., General Partner

By: ----------------------------
Name:
Title:

BRIDGE STREET FUND 1992, L.P.

By: Stone Street Performance Corp., Managing
General Partner

By: -------------------------------
Name:
Title:

STONE STREET FUND 1992, L.P.

By: Stone Street Performance Corp., General
Partner

By: -------------------------------
Name:
Title:

PROVIDENCE MEDIA PARTNERS L.P.

By: Providence Media GP Limited Partnership
Its: General Partner
By: Providence Ventures, L.P.

<PAGE>

Its: General Partner

By: -------------------------------
Name:
Title:

VOTING AGREEMENT
BY AND AMONG
VOICESTREAM WIRELESS CORPORATION,
HELLMAN & FRIEDMAN CAPITAL PARTNERS II, L.P.,
H&F ORCHARD PARTNERS, L.P., H&F INTERNATIONAL PARTNERS, L.P.,
JOHN W. STANTON and THERESA E. GILLESPIE,
PN CELLULAR, INC., STANTON FAMILY TRUST,
STANTON COMMUNICATIONS CORPORATION,
GS CAPITAL PARTNERS, L.P., THE GOLDMAN SACHS GROUP, L.P.,
BRIDGE STREET FUND 1992, L.P., STONE STREET FUND 1992, L.P.,
PROVIDENCE MEDIA PARTNERS L.P.,
HUTCHISON TELECOMMUNICATIONS HOLDINGS (USA) LIMITED,
AND
HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED

DATED: _____________, 1999

TABLE OF CONTENTS
<TABLE>
<S> <C>
1. Certain Definitions..................................................... 2
1.1 "Agreement"......................................................... 2
1.3 "Beneficially Own".................................................. 2
1.4 "Board"............................................................. 3
1.5 "BSF"............................................................... 3
1.6 "Business Day"...................................................... 3
1.7 "Common Stock"...................................................... 3
1.8 "Company"........................................................... 3
1.9 "Dispute"........................................................... 3
1.10 "Effective Date"................................................... 3
1.11 "Exchange Act"..................................................... 3
1.12 "GS"............................................................... 3
1.13 "GSC".............................................................. 3
1.14 "GSCP"............................................................. 3

<PAGE>

<S> <C>
1.15 "H&F".............................................................. 4
1.16 "HFCP II".......................................................... 4
1.17 "HTL".............................................................. 4
1.18 "Hutchison"........................................................ 4
1.19 "Immediate Family"................................................. 4
1.20 "International".................................................... 4
1.21 "JWS".............................................................. 4
1.22 "Orchard".......................................................... 4
1.23 "Percentage Ownership"............................................. 4
1.24 "Permitted Affiliate Transferee"................................... 4
1.25 "Person"........................................................... 5
1.26 "PN"............................................................... 5
1.27 "Providence"....................................................... 5
1.28 "SCC".............................................................. 5
1.29 "SFT".............................................................. 5
1.30 "Shareholder"...................................................... 5
1.31 "Spin-Off" has the meaning ........................................ 5
1.32 "SSF".............................................................. 5
1.33 "Stanton".......................................................... 5
1.34 "Subsidiary"....................................................... 5
1.35 "TEG".............................................................. 5
1.36 "Transfer"......................................................... 6
1.37 "WWC".............................................................. 6
1.38 "WWC Shareholders Agreement" has the meaning given in the
preamble................................................................ 6
2. Effectiveness; Legend..................................................... 6
3. Management of the Corporation............................................. 7
3.1 Board of Directors.................................................. 7
3.2 Company Covenant.................................................... 11
4. Representations and Warranties............................................ 12
5. Term...................................................................... 12
6. Miscellaneous............................................................. 13
6.1 Successors, Assigns and Transferees................................. 13
6.2 Specific Performance, Etc........................................... 14
6.3 Headings............................................................ 14
6.4 Notices............................................................. 14
6.5 Exchanges, Recapitalizations, Etc. Affecting the Company's Common
Stock................................................................... 17
6.6 Inspection and Compliance with Law.................................. 17
6.7 Waivers............................................................. 18
6.8 Counterparts........................................................ 18

<PAGE>

<S> <C>
6.9 Obligations Several................................................. 18
6.10 Entire Agreement................................................... 18
6.11 Applicable Law..................................................... 18
6.12 Arbitration........................................................ 19
6.13 Failure to Pursue Remedies......................................... 22
6.14 Cumulative Remedies................................................ 22
6.15 Severability....................................................... 22
</TABLE>

Schedule 1
to
Voting Agreement

<TABLE>
<CAPTION>
No. of Shares of Common Stock
Name of Shareholder Owned by Shareholders
<S> <C>
Hellman & Friedman Capital Partners II, L.P.
H&F Orchard Partners, L.P.
H&F International Partners, L.P.
GS Capital Partners, L.P.
Bridge Street Fund 1992, L.P.
Stone Street Fund 1992, L.P.
The Goldman Sachs Group, L.P.
PN Cellular, Inc.
Stanton Communications Corporation
John W. Stanton & Theresa E. Gillespie
Stanton Family Trust
Providence Media Partners L.P.
Hutchison Telecommunications PCS (USA) Limited
Hutchison Telecommunications Holdings (USA) Limited
</TABLE>

<PAGE>

EXHIBIT 7(2)

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of this ____ day of ____________, 1999 by and among VoiceStream Wireless
Corporation, a Washington corporation (the "Company"), Hellman & Friedman
Capital Partners II, L.P., a California limited partnership ("HFCP II"), H & F
Orchard Partners, L.P., a California limited partnership ("Orchard"), H & F
International Partners, L.P., a California limited partnership ("International";
HFCP II, Orchard and International are hereinafter referred to collectively as
"H&F"), John W. Stanton ("JWS"), Theresa E. Gillespie ("TEG"), PN Cellular,
Inc., a Washington corporation ("PN"), Stanton Family Trust, established
November 1, 1990 by JWS and TEG, as settlors f/b/o the settlors' children
("SFT"), Stanton Communications Corporation, a Washington corporation ("SCC";
JWS, TEG, PN, SFT and SCC are hereinafter referred to collectively as
"Stanton"), GS Capital Partners, L.P., a Delaware limited partnership ("GSCP"),
The Goldman Sachs Group, L.P., a Delaware limited partnership ("GS"), Bridge
Street Fund 1992, L.P., a Delaware limited partnership ("BSF"), Stone Street
Fund 1992, L.P., a Delaware limited partnership ("SSF"; GSCP, GS, BSF and SSF
are hereinafter referred to collectively as "GSC"), and Providence Media
Partners L.P., a Delaware limited partnership ("Providence") (each of H&F,
Stanton, GSC, and Providence are hereinafter referred to individually as a
"Stockholder" and collectively as the "Stockholders").

R E C I T A L S

WHEREAS, the Company and Western Wireless Corporation, a Washington
Corporation ("WWC"), are parties to that certain Agreement and Plan of
Distribution, dated as of ___________, 1999, pursuant to which, among other
things, WWC has agreed, upon the terms and conditions set forth therein, to
distribute the shares of the Company's Common Stock, no par value (the "Common
Stock"), owned by it, which shares represent 80.1% of the issued and outstanding
shares of Common Stock, to WWC's stockholders, which include the Stockholders,
on the basis of one share of Common Stock for each one share of WWC's
outstanding common stock (the "Spin-Off");

WHEREAS, certain of the Stockholders and certain other persons were parties
to that certain Stockholders Agreement, dated as of July 29, 1994, as amended by
the First Amendment to Stockholders Agreement, dated as of November 30, 1994 (as
amended, the "WWC Stockholders Agreement"), relating to, among other things,
their ownership of shares of common stock of WWC and certain registration rights
with respect thereto;

<PAGE>

WHEREAS, the Stockholders and WWC are parties to that certain Voting
Agreement, dated as of May 13, 1996 (the "WWC Voting Agreement"), setting forth,
among other things, certain agreements regarding the termination of the WWC
Stockholders Agreement (except as expressly set forth in Section 10.2 of the WWC
Stockholders Agreement with respect to the survival of certain registration and
other rights) upon the consummation of WWC's Public Offering (as defined in the
WWC Voting Agreement);

WHEREAS, the WWC Stockholders Agreement terminated upon the consummation of
WWC's Public Offering pursuant to the terms thereof and the terms of the WWC
Voting Agreement, except as expressly set forth in Section 10.2 of the WWC
Stockholders Agreement with respect to the survival of certain registration and
other rights granted to Stockholders and Minority Stockholders (as defined in
the WWC Stockholders Agreement) to the extent such persons were Stockholders or
Minority Stockholders immediately prior to the consummation of WWC's Public
Offering; and

WHEREAS, simultaneously with the consummation of the Spin-Off (the date of
such consummation being hereinafter referred to as the "Spin-Off Effective
Date"), this Agreement shall be in full force and effect in accordance with its
terms in order, among other things, to clarify that the registration rights
which survive pursuant to Section 10.2 of the WWC Stockholders Agreement shall
extend, as well, and to the same extent, to the shares of Common Stock.

NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Stockholders and the Company agree as follows:

1. Effectiveness. This Agreement shall become effective on the Spin-Off
Effective Date. If the Spin-Off Effective Date does not occur on or before
December 31, 1999, this Agreement shall terminate and be of no further force or
effect whatsoever.

2. Registration Rights. (a) The Company and the Stockholders hereby agree
and affirm that the registration rights granted under the WWC Stockholders
Agreement to the Stockholders and the Minority Stockholders (to the extent such
persons were Stockholders and Minority Stockholders immediately prior to the
consummation of WWC's Public Offering) shall extend (to the same extent, on the
same terms and in the same manner that such rights survived the termination of
the WWC Stockholders Agreement with respect to shares of common stock, no par
value, of WWC), to shares of Common Stock issued to each Stockholder and each
such Minority Stockholder as a result of the Spin-Off. It is understood that,
for purposes of this Agreement, each reference set forth in the WWC Stockholders
Agreement to (a) "Common Stock" shall be

<PAGE>

deemed to mean shares of "Common Stock of VoiceStream Wireless Corporation, no
par value," (b) the "Company" shall be deemed to mean "VoiceStream Wireless
Corporation" and (c) an "Investor" or the "Investors" shall be deemed to mean a
Stockholder or the Stockholders, respectively.

3. Term; Survival.

(a) This Agreement shall terminate upon the earliest to occur of any
of the following events:

(i) The consent in writing of all of the parties hereto; or

(ii) July 29, 2004; or

(iii) The filing by the Company of a petition in bankruptcy or
the expiration of sixty (60) days after a petition in bankruptcy shall have been
filed against the Company and such petition shall not have been stayed or
discharged during such sixty (60) day period; or upon the expiration of sixty
(60) days after the commencement of any proceeding under any law for the relief
of debtors seeking the relief or readjustment of the Company's indebtedness
either through reorganization, winding-up, extension or otherwise, and such
proceedings involving the Company as debtor shall not have been vacated or
stayed within such sixty (60) day period; or upon the appointment of a receiver,
custodian or trustee for all or substantially all of the Company's property, or
the making by the Company of any general assignment for the benefit of
creditors, or the admitting in writing by the Company of its inability to pay
its debts as they mature; or upon the voluntary or involuntary liquidation or
dissolution of the Company; or

(iv) The beneficial ownership of all of the Common Stock by
only one Stockholder.

(b) Nothing contained in this Section 3 shall affect or impair any
rights or obligations of any party hereto arising prior to the time of the
termination of this Agreement, or which may arise by an event causing the
termination of this Agreement.

4. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
heirs, successors and assigns.

5. Specific Performance. The Company and each Stockholder, in addition to
being entitled to exercise all of the rights provided herein or in the Company's
Certificate of Incorporation or granted by law, including recovery of damages,
will be entitled to

<PAGE>

specific performance of its rights under this Agreement. Each of the Company
and the Stockholders agree that monetary damages would not be adequate
compensation for any loss incurred by it by reason of a breach by any other
party hereto of the provisions of this Agreement and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware as applied to agreements
entered into and wholly to be performed within the State of Delaware.

7. Headings. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.

8. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be conclusively deemed effectively received by the addressee
upon personal delivery, on the date of receipt if sent by facsimile or overnight
courier, charges prepaid, or five days after deposit in the United States mail,
by registered or certified mail, postage prepaid, addressed as follows:

(a) if to the Company:

VoiceStream Wireless Corporation
3650 131 Avenue SE
Bellevue, Washington 98005
Attention: General Counsel
Facsimile: (425) 586-8080

with copies to:

Alan R. Bender, Esq.
3650 131 Avenue SE
Bellevue, Washington 98005
Facsimile: (425) 586-8080

and:

Barry A. Adelman, Esq.
Friedman Kaplan & Seiler LLP
875 Third Avenue
New York, New York 10022-6225

<PAGE>

Facsimile: (212) 355-6401

(b) if to HFCP II, Orchard or International:

c/o Hellman & Friedman
One Maritime Plaza, Suite 1200
San Francisco, California 94111
Attention: John L. Bunce, Jr.
General Partner, and
Richard Levine, General Counsel
Facsimile: (415) 788-0176

c/o Stanton Communications, Inc.
3650 131 Avenue SE
Bellevue, Washington 98006
Attention: John W. Stanton
Facsimile: (425) 586-8010

with a copy to:

Barry A. Adelman, Esq.
Friedman Kaplan & Seiler LLP
875 Third Avenue
New York, New York 10022-6225
Facsimile: (212) 355-6401

(d) if to GS, GSCP, GSC, BSF or SSF:

c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Terence M. O'Toole
Facsimile: (212) 902-4103

with a copy to:

Alison S. Ressler, Esq.
Sullivan & Cromwell
1888 Century Park East

<PAGE>

Los Angeles, California 90067
Facsimile: (310) 712-8800

(e) if to Providence:

c/o Providence Ventures, Inc.
900 Fleet Center
50 Kennedy Plaza
Providence, Rhode Island 02903
Attention: Jonathan M. Nelson
Facsimile: (401) 751-1790

with a copy to:

David K. Duffell, Esq.
Edwards & Angell
2700 Hospital Tower
Providence, Rhode Island 02903
Facsimile: (401) 276-6611

or to such other address or facsimile number as any party may have furnished in
writing to the other parties in the manner provided above.

9. Exchanges, Recapitalizations, Etc. Affecting the Company's Common Stock.
The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to the shares of Common Stock now or hereinafter owned by
each Stockholder, to any and all securities of the Company or any successor or
assign of the Company (whether by merger, consolidation or otherwise) that may
be issued in respect of, in exchange for, or in substitution of such shares of
Common Stock, and shall be appropriately adjusted for any stock dividends, stock
splits, reverse splits, combinations, recapitalizations and the like occurring
after the date hereof.

10. Inspection and Compliance with Law. Copies of this Agreement will be
available for inspection or copying by any interested person at the offices of
the Company through the Secretary of the Company. The Company will otherwise
take all actions as may be necessary or appropriate to comply with any
applicable law relating to the validity and enforceability of stockholder
agreements containing the provisions of this Agreement.

11. Waivers. The failure of any party hereto to give notice of the breach
or non-fulfillment of any term or condition of this Agreement shall not
constitute a waiver

<PAGE>

thereof, nor shall the waiver of any breach or non-fulfillment of any term or
condition of this Agreement constitute a waiver of any other breach or
non-fulfillment of that term or condition or any other term or condition of
this Agreement.

12. Amendments. This Agreement may be amended or modified at any time by a
writing setting forth such amendment or modification, signed by all of the
parties hereto.

13. Multiple Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall constitute an original copy
hereof, but all of which together shall constitute one agreement.

14. Severability. In the event that any one or more of the provisions
contained in this Agreement or in any other document, instrument or agreement
referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other such
document, instrument or agreement.

15. Entire Agreement. This Agreement and the WWC Stockholders Agreement
contain the entire understanding among the parties hereto concerning the subject
matter hereof and supersede all prior agreements and undertakings, whether
written or oral, with respect to the subject matter hereof.

IN WITNESS WHEREOF, each of the parties has executed or caused this
Agreement to be executed by its duly authorized officer as of the date first
above written.

VOICESTREAM WIRELESS CORPORATION

By: ----------------------------
Name:
Title:

HELLMAN & FRIEDMAN CAPITAL PARTNERS II, L.P.,
a California limited partnership

By: Hellman & Friedman Investors, L.P., its
general partner

By: Hellman & Friedman Investors, Inc.,
its general partner

<PAGE>

By: ----------------------------
Name:
Title:

H & F ORCHARD PARTNERS, L.P., a California
limited partnership

By: H & F Orchard Investors, L.P., its
general partner

By: H & F Orchard Investors, Inc., its
general partner

By: ---------------------------
Name:
Title: Vice president

H & F INTERNATIONAL PARTNERS, L.P., a
California limited partnership

By: H & F International Investors, L.P., its
general partner

By: H & F International Investors,
Inc., its general partner

By: ---------------------------
Name:
Title:

------------------------
JOHN W. STANTON

------------------------
THERESA E. GILLESPIE

<PAGE>

PN CELLULAR, INC.

By: -------------------------------
Name:
Title:

STANTON FAMILY TRUST

By: -------------------------------
Name:, Trustee

STANTON COMMUNICATIONS CORPORATION

By: -------------------------------
Name:
Title:

THE GOLDMAN SACHS GROUP, L.P.

By: -------------------------------
Name:
Title:

GS CAPITAL PARTNERS, L.P.

By: GS Advisors L.P., General Partner

By: GS Advisors, Inc., General Partner

By: --------------------------
Name:
Title:

BRIDGE STREET FUND 1992, L.P.

<PAGE>

By: Stone Street Performance Corp., Managing
General Partner

By: -------------------------------
Name:
Title:

STONE STREET FUND 1992, L.P.

By: Stone Street Performance Corp., General
Partner

By: -------------------------------
Name:
Title:

PROVIDENCE MEDIA PARTNERS L.P.

By: Providence Media GP Limited Partnership
Its: General Partner
By: Providence Ventures, L.P.
Its: General Partner

By: -------------------------------
Name:
Title:

REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
VOICESTREAM WIRELESS CORPORATION,
HELLMAN & FRIEDMAN CAPITAL PARTNERS II, L.P.,
H&F ORCHARD PARTNERS, L.P., H&F INTERNATIONAL PARTNERS, L.P.,
JOHN W. STANTON and THERESA E. GILLESPIE,
PN CELLULAR, INC., STANTON FAMILY TRUST,
STANTON COMMUNICATIONS CORPORATION,
GS CAPITAL PARTNERS, L.P., THE GOLDMAN SACHS GROUP, L.P.,

<PAGE>

BRIDGE STREET FUND 1992, L.P., STONE STREET FUND 1992, L.P.
PROVIDENCE MEDIA PARTNERS L.P.;

DATED: _____________, 1999

TABLE OF CONTENTS
<TABLE>
<S> <C>
1. Effectiveness.............................................................. 3
2. Registration Rights........................................................ 3
3. Term; Survival............................................................. 4
4. Successors and Assigns..................................................... 5
5. Specific Performance....................................................... 5
6. Governing Law.............................................................. 5
7. Headings................................................................... 5
8. Notices.................................................................... 5
9. Exchanges, Recapitalizations, Etc. Affecting the Company's Common Stock.... 7
10. Inspection and Compliance with Law........................................ 8
11. Waivers................................................................... 8
12. Amendments................................................................ 8
13. Multiple Counterparts..................................................... 8
14. Severability.............................................................. 8
15. Entire Agreement.......................................................... 9
</TABLE>