TELEPHONE & DATA SYSTEMS INC /DE/
SC 13D, 2000-05-04
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
Previous: TELEPHONE & DATA SYSTEMS INC /DE/, 3, 2000-05-04
Next: EVOLVING SYSTEMS INC, 10-Q, 2000-05-04



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

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

                               (Amendment No. 1)1


                        VoiceStream Wireless Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Stock ($.001 par value)
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


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

                      LeRoy T. Carlson, Jr. (312) 630-1900
                      President and Chief Executive Officer
                        Telephone and Data Systems, Inc.
            30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
- --------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications)

                                   May 4, 2000
             -------------------------------------------------------
             (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  that 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 |_|.

Note:  Schedules  filed in paper format shall include a signed original and five
copies  of the  schedule, including  all exhibits.  See Rule  13d-7(b) for other
parties to whom copies are to be sent.

                         (Continued on following pages)
                               (Page 1 of 9 Pages)

- --------------
     1The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     Information  required  on the  remainder  of this  cover  page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>


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

CUSIP No.  928615103                 13D            Page    2    of    9   Pages
           ----------                                     -----      -----


- --------------------------------------------------------------------------------
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                 Telephone and Data Systems, Inc.
- --------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)   [_]
                                                                    (b)   [_]
- --------------------------------------------------------------------------------
      3        SEC USE ONLY

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

                 00
- --------------------------------------------------------------------------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
               TO ITEM 2(d) or 2(e)
                                                                          [_]
- --------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION

                 Delaware
- --------------------------------------------------------------------------------
                                           7       SOLE VOTING POWER

            NUMBER OF                               -0-
              SHARES                    ----------------------------------------
            BENFICIALLY                    8       SHARED VOTING POWER
             OWNED BY
               EACH                                 35,570,493 shares
            REPORTING                   ----------------------------------------
              PERSON                       9       SOLE DISPOSITIVE POWER
               WITH
                                                    -0-
                                        ----------------------------------------
                                          10       SHARED DISPOSITIVE POWER

                                                    35,570,493 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               35,570,493 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11)  EXCLUDES  CERTAIN
               SHARES*
                                                                          [_]
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               16%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

               HC, CO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


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

CUSIP No.  928615103                 13D            Page    3    of    9   Pages
           ----------                                     -----      -----


- --------------------------------------------------------------------------------
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                 The Trustees of the Voting Trust under Agreement dated
                 June 30, 1989
- --------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)   [X]
                                                                    (b)   [_]
- --------------------------------------------------------------------------------
      3        SEC USE ONLY

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

                 00
- --------------------------------------------------------------------------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
               TO ITEM 2(d) or 2(e)
                                                                          [_]
- --------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION

                 United States
- --------------------------------------------------------------------------------
                                           7       SOLE VOTING POWER

            NUMBER OF                               -0-
              SHARES                    ----------------------------------------
            BENFICIALLY                    8       SHARED VOTING POWER
             OWNED BY
               EACH                                 35,570,493 shares
            REPORTING                   ----------------------------------------
              PERSON                       9       SOLE DISPOSITIVE POWER
               WITH
                                                    -0-
                                        ----------------------------------------
                                          10       SHARED DISPOSITIVE POWER

                                                    35,570,493 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               35,570,493 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11)  EXCLUDES  CERTAIN
               SHARES*
                                                                          [_]
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               16%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

               OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>




     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 4 of 9 Pages


         This Amendment No. 1 to Schedule 13D is being filed pursuant to Section
13(d)(2) of the  Securities  Exchange Act of 1934,  as amended  (the "Act"),  by
Telephone and Data Systems,  Inc., a Delaware  corporation ("TDS"), on behalf of
itself and its  subsidiaries,  and by the  trustees  of the Voting  Trust  under
Agreement dated June 30, 1989, as amended (the "TDS Voting Trust").


     Item 1.      Security and Issuer.
                  --------------------
         This  statement  relates to the common stock,  $.001 par value ("Issuer
Common Stock"), of VoiceStream  Wireless Corporation  ("Issuer").  The principal
executive office of the Issuer is located at 3650 131st Avenue, S. E., Bellevue,
WA 98006.


     Item 2.      Identity and Background.
                  ------------------------
         TDS and the Trustees of the TDS Voting Trust,  are filing this Schedule
13D with respect to Parent Common Stock.  The following  sets forth  information
with  respect to Items 2(a)  through  2(f) for TDS and the  Trustees  of the TDS
Voting Trust.

         TDS. TDS is a Delaware  corporation.  The principal business and office
address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.
TDS's  principal  business is that of providing  diversified  telecommunications
services.  TDS, directly and through its subsidiaries,  has established cellular
telephone,  local telephone and personal communications services operations. The
information  with respect to the directors and executive  officers of TDS is set
forth  on  Appendices  A and B  attached  hereto,  and  incorporated  herein  by
reference.

         The Trustees of the Voting Trust. The principal business address of the
Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago,  Illinois
60602.  The Voting  Trust  holds TDS Series A Common  Shares and was  created to
facilitate  long-standing  relationships among the trust's certificate  holders.
Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust. The information with respect to the trustees of
the Voting Trust is set forth in Appendix C hereto,  and incorporated  herein by
reference.

         To the  knowledge of LeRoy T.  Carlson,  Jr.,  during the last five (5)
years, none of TDS, the Voting Trust, nor any of the persons named in Appendices
A, B and C hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

         To the  knowledge of LeRoy T.  Carlson,  Jr.,  during the last five (5)
years, none of TDS, the Voting Trust, nor any of the persons named in Appendices
A,  B and  C  hereto  was  a  party  to a  civil  proceeding  of a  judicial  or
administrative  body  of  competent  jurisdiction,  and  as  a  result  of  such
proceeding  was or is subject to a  judgment,  decree or final  order  enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.


     Item 3.      Source and Amount of Funds or Other Consideration.
                  --------------------------------------------------
         See Item 4 below.


     Item 4.      Purpose of Transaction.
                  -----------------------
         On  September  20, 1999,  TDS  announced  that TDS and its  subsidiary,
Aerial Communications, Inc. ("Aerial") had entered into an Agreement and Plan of
Reorganization  with the Issuer,  VS  Washington  Corporation  (fka  VoiceStream
Wireless  Corporation) a Washington  corporation ("VS Washington" and,  together
with Issuer,  "Parent"), and a subsidiary of VoiceStream ("Merger Sub C"), which
provided  for the  merger  of Merger  Sub C with and into  Aerial,  with  Aerial
surviving the merger (the "Reorganization").  The Reorganization occurred on May
4,  2000.  In the  Reorganization,  each  outstanding  share of common  stock of
Aerial,  including all shares of Aerial common stock  beneficially owned by TDS,
were  converted  into the right to  receive  0.455 of a share of  Issuer  Common
Stock.  Based on this exchange ratio, TDS received,  in the  Reorganization,  an
aggregate  of  35,570,493  shares  of Issuer  Common  Stock in  exchange  for an
aggregate of 78,176,909 shares of Aerial common stock beneficially owned.

         In  connection  with the  Reorganization,  TDS  accepted the terms of a
Voting  Agreement  dated as of  February  25,  2000  among  Issuer  and  certain
stockholders  of  Issuer  (identified  on  the  signature  page  to  the  Voting
Agreement) (the "Issuer


<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 5 of 9 Pages


Stockholders").  The Voting  Agreement  provides that the parties  thereto shall
vote  their  shares of Issuer  Common  Stock  for the  election  to the board of
directors of VoiceStream in the manner specified in such Voting  Agreement.  The
Voting Agreement provides,  among other things, that so long as TDS beneficially
owns at least 4,500,000  shares of Issuer Common Stock, one member of the Issuer
board  of  directors  shall  be  an  individual  designated  by  TDS  (the  "TDS
Designee"),  except  that  the TDS  Designee  may not be an  officer,  director,
management  level employee or affiliate of TDS, or of any person in which TDS or
any  affiliate of TDS has an  "attributable  interest" (as defined by applicable
FCC rules and regulations)(a  "Qualified  Designee");  provided,  however,  that
Issuer shall have the right to approve the TDS Designee,  which  approval  shall
not be unreasonably  withheld;  and provided further,  however, that if TDS owns
more than 9,800,000 shares of Issuer Common Stock and Sonera Corporation and its
affiliates own less than 4,500,000 shares of Issuer Common Stock, then TDS shall
have the right to two TDS  Designees  as  directors  of Issuer.  If TDS  becomes
entitled to designate a second director under the Voting Agreement,  the parties
to the Voting  Agreement  would be required to seek and obtain a waiver or other
exemptive order from the Federal  Communications  Commission  before such second
director could be appointed to the board of directors of Issuer.

         At the closing of the  Reorganization,  pursuant to the  Agreement  and
Plan of  Reorganization,  TDS and Issuer also entered into an Investor Agreement
which limits  certain  actions by TDS as a stockholder of Issuer for a period of
five (5) years. Subject to certain exceptions, TDS agreed not to (i) acquire any
additional  shares of Issuer Common Stock which would cause TDS to own in excess
of 24.9% of the voting securities of Issuer;  (ii) solicit proxies for shares of
Issuer Common Stock or participate in an election contest; or (iii) join a group
or take any action to initiate,  encourage  or otherwise  facilitate a tender or
exchange offer for Issuer which would result in change of control of Issuer.  In
addition,  TDS agreed to certain  restrictions  on its ability to  transfer  its
shares of Issuer Common Stock. In particular,  if TDS sells Issuer Common Stock,
it agreed to take reasonable care to preclude the acquisition of more than 5% of
the voting  power of the  Issuer  Common  Stock by any  person or group,  except
Sonera Corporation and certain other affiliated parties.

         At the closing of the Reorganization,  TDS and Issuer also entered into
a Registration  Rights Agreement  pursuant to which TDS has demand and piggyback
registration rights for the shares of Issuer Common Stock received by TDS in the
Reorganization.  The  Registration  Rights  Agreement  permits  four (4)  demand
registration  rights (one every nine (9) months) and permits unlimited piggyback
registration  rights.  The  registration  rights  survive only as long as TDS is
unable to sell the shares of Issuer Common Stock without registration.

         The foregoing  descriptions of the above  agreements is subject to, and
qualified in their entirety by reference to, the text of such agreements,  which
are incorporated by reference as exhibits hereto.

     Item 5.      Interest in Securities of the Issuer.
                  -------------------------------------
         (I)      TDS.
                  ----

                  (a)      As of May 4, 2000, TDS  beneficially  owns 35,570,493
                           shares of Issuer Common Stock.

                  (b)      (i)      Sole Power to Vote or Direct the Vote:
                                    --------------------------------------
                                    None.

                           (ii)     Shared Power to Vote or Direct the Vote:
                                    ----------------------------------------
                                    35,570,493 shares.

                           (iii)    Sole   Power  to   Dispose   or  Direct  the
                                    Disposition:
                                    --------------------------------------------
                                    None.

                           (iv)     Shared   Power  to  Dispose  or  Direct  the
                                    Disposition:
                                    --------------------------------------------
                                    35,570,493 shares.

                  (c)      Except as described herein, to the knowledge of LeRoy
                           T. Carlson, Jr., no transactions were effected during
                           the past sixty  (60) days in shares of Issuer  Common
                           Stock by TDS.

                  (d)      To the knowledge of LeRoy T.  Carlson,  Jr., no other
                           person is known to have the right of dividends  from,
                           or the proceeds from the sale of the shares of Issuer
                           Common Stock beneficially owned by TDS.


<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 6 of 9 Pages


                  (e)      Not Applicable.


         (II)     Directors and Executive Officers of TDS.
                  ----------------------------------------
                  (a)-(b)  See   Appendix  D   attached   hereto  and
                           incorporated herein by reference.

                  (c)      Except as described  below, to the knowledge of LeRoy
                           T. Carlson, Jr., no transactions were effected during
                           the past sixty  (60) days in shares of Issuer  Common
                           Stock by any Director or Executive Officer of TDS.

                           In the merger,  the following  Directors and Exective
                           Officers of TDS received  Issuer  Common Stock in the
                           Reorganization:


                                         Number of shares of
                                              Issuer's
                                            Common Stock
                                            Beneficially
                                            Owned as of
      Name                                  May 4, 2000
     -------------------------           -------------------
     Thomas A. Burke                            922

     LeRoy T. Carlson                           455

     George W. Off                              455

     Peter L. Sereda                            100

     Mark A. Steinkrauss                        228

     James W. Twesme                          2,263

     Byron A. Wertz                             102

     Gregory J. Wilkinson                       970
                                             ------
         Total                                5,495
                                             ======

                  (d)      To the knowledge of LeRoy T. Carlson,  Jr., no person
                           other than the persons listed in Appendix D are known
                           to have the right to  receive  or the power to direct
                           the receipt of dividends from, or other proceeds from
                           the sale of Issuer Common Stock beneficially owned by
                           the persons listed in Appendix D.

                  (e)      Not applicable.


         (III)    The Voting Trust.
                  -----------------
                  (a)      As of May 4, 2000, the TDS Voting Trust may be deemed
                           to  beneficially  owns  35,570,493  shares  of Issuer
                           Common Stock.

                  (b)      (i)      Sole Power to Vote or Direct the Vote:
                                    --------------------------------------
                                    None.


<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 7 of 9 Pages


                           (ii)     Shared Power to Vote or Direct the Vote:
                                    ----------------------------------------
                                    35,570,493 shares.

                           (iii)    Sole   Power  to   Dispose   or  Direct  the
                                    Disposition:
                                    --------------------------------------------
                                    None.

                           (iv)     Shared   Power  to  Dispose  or  Direct  the
                                    Disposition:
                                    --------------------------------------------
                                    35,570,493 shares.

                  (c)      To  the  knowledge  of  LeRoy  T.  Carlson,  Jr.,  no
                           transactions were effected during the past sixty (60)
                           days in shares of Issuer  Common Stock of the Company
                           by The Voting  Trust  except to the extent  disclosed
                           herein.

                  (d)      Not Applicable.

                  (e)      Not Applicable.

     Item 6.      Contracts, Arrangements,  Understandings or Relationships with
                  Respect to Securities of the Issuer.
                  --------------------------------------------------------------
     See Item 4.

         The Voting  Trust  holds TDS Series A Common  Shares and was created to
facilitate  long-standing  relationships among the trust's certificate  holders.
Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A
Common  Shares  held in the  trust.  The  Voting  Trust  trustees  hold and vote
6,359,808  TDS Series A Common  Shares  held in the Voting  Trust,  representing
91.4% of the outstanding TDS Series A Common Shares, and approximately  51.3% of
the  combined  voting  power of the TDS  Series A Common  Shares  and TDS Common
Shares.  Therefore, the Voting Trust trustees may be deemed to direct a majority
of the combined voting power of TDS.

         The  acquisition  of Issuer Common Stock by the filing persons made for
investment  purposes  only.  None of the filing persons has any present plans or
proposals  which relate to or would result in any  transaction,  event or action
enumerated in paragraphs  (a) through (j) of Item 4 of the form of Schedule 13D.
Each of the filing persons, however, expects to evaluate on an ongoing basis the
Issuer's financial  condition,  business,  operations and prospects,  the market
price  of  the  Issuer  Common  Stock,  conditions  in  the  securities  markets
generally,   general  economic  and  industry   conditions  and  other  factors.
Accordingly,  each  filing  person  reserves  the right to change  its plans and
intentions at any time, as it deems appropriate.  In particular, any one or more
of the filing persons (and their respective  affiliates) may purchase additional
shares of Issuer  Common Stock or other  securities of the Issuer or may sell or
transfer shares of Issuer Common Stock  beneficially  owned by them from time to
time  in  public  or  private  transactions  and/or  may  enter  into  privately
negotiated derivative transaction with institutional counterparties or otherwise
to hedge the  market  risk of some or all of their  positions  in the  shares of
Issuer Common Stock or other  securities.  Any such transactions may be effected
at any time or from time to time subject to any applicable  limitations  imposed
on the sale of any of the Issuer  securities by the  Securities  Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

     Item 7.      Material to be Filed as Exhibits.
                  ---------------------------------
          1.      Agreement and Plan of Reorganization dated as of September 17,
                  1999, among Issuer, VS Washington, Sub, Aerial and TDS*

          2.      Stockholder  Agreement  dated as of September 17, 1999,  among
                  TDS, Issuer and VS Washington *

          3.      Issuer  Stockholder  Agreement dated as of September 17, 1999,
                  among  Aerial,  TDS,  Issuer  and  VS Washington  and  certain
                  stockholders of Issuer*

          4.      Debt/Equity  Replacement  Agreement  dated as of September 17,
                  1999, among TDS, Aerial,  Aerial Operating Company, Inc.,
                  Issuer and VS Washington *

          5.      Settlement  Agreement  and Release  dated as of September  17,
                  1999, among TDS, Aerial,  Aerial Operating Company,  Inc.,
                  Sonera and Sonera Corporation U.S., as agreed to by
                  VoiceStream and VS Washington*

          6.      Voting   Agreement  dated  as  of  February  25,  2000  (filed
                  herewith).



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 8 of 9 Pages


          7.      Acceptance by TDS of Voting Agreement dated May 4, 2000 (filed
                  herewith).

     ----------------

*  Incorporated  herein by reference  to the TDS Form 8-K filed on September 28,
   1999.

In  addition, the  Voting Trust Agreement  dated  June 30, 1989, as  amended, is
hereby  incorporated  by reference  to Exhibit 9.1 to the Annual  Report on Form
10-K of Telephone and Data Systems, Inc.


                                   * * * * * *




<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 9 of 9 Pages


                             JOINT FILING AGREEMENT

                  The  undersigned  hereby agree and  consent,  pursuant to Rule
13d-1(f)(1),  to the joint  filing of all  Schedules  13D and/or  Schedules  13G
(including any amendments thereto) on behalf of such parties with respect to the
Issuer.


                                   SIGNATURES

                  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.

Dated as of May 4, 2000.

TELEPHONE AND DATA SYSTEMS, INC.              THE VOTING TRUST



By: /s/ LeRoy T. Carlson, Jr.                 By:    /s/ LeRoy T. Carlson, Jr.
    -------------------------                        ---------------------------
    LeRoy T. Carlson, Jr.                            LeRoy T. Carlson, Jr.
    President and Chief Executive Officer            As Trustee and Attorney-
                                                     in-Fact for other Trustees*


                                                      *Pursuant  to Joint Filing
                                                      Agreement   and  Power  of
                                                      Attorney  previously filed
                                                      with  the  Securities  and
                                                      Exchange   Commission  and
                                                      incorporated  by reference
                                                      herein.












                         Signature Page to Schedule 13D
                relating to VoiceStream Wireless Corporation. by
             Telephone and Data Systems, Inc. and The Voting Trust.



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation.
     Page 1 of 4 of Appendix A


                                   APPENDIX A

                                DIRECTORS OF TDS
                                ----------------

     (I)          (a)      Name:
                           -----
                           LeRoy T. Carlson

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Chairman of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (II)         (a)      Name:
                           -----
                           LeRoy T. Carlson, Jr.

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           President  and Chief  Executive  Officer of Telephone
                           and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States




<PAGE>


     Schedule 13D
     Issuer:   VoiceStream Wireless Corporation.
     Page 2 of 4 of Appendix A


     (III)        (a)      Name:
                           -----
                           Sandra L. Helton

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Executive   Vice  President  -  Finance  and  CFO  of
                           Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (IV)         (a)      Name:
                           -----
                           James Barr III

                  (b)      Business Address:
                           -----------------
                           TDS Telecommunications Corporation
                           301 South Westfield Road
                           Madison, Wisconsin  53705-0158

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           President of TDS  Telecommunications  Corporation,  a
                           wholly-owned   subsidiary   of  Telephone   and  Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (V)          (a)      Name:
                           -----
                           Walter C.D. Carlson

                  (b)      Business Address:
                           ------------------
                           Sidley & Austin
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois  60603

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Partner of the law firm of Sidley & Austin

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:      VoiceStream Wireless Corporation.
     Page 3 of 4 of Appendix A


     (VI)         (a)      Name:
                           -----
                           Letitia G.C. Carlson

                  (b)      Residence Address:
                           ------------------
                           7604 Fairfax Road
                           Bethesda, Maryland  20814

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Medical Doctor

                  (d)      Citizenship:
                           ------------
                           United States


     (VII)        (a)      Name:
                           -----
                           Donald C. Nebergall

                  (b)      Residence Address:
                           ------------------
                           2919 Applewood Place, N.E.
                           Cedar Rapids, Iowa  52402

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Consultant to Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (VIII)       (a)      Name:
                           -----
                           Herbert S. Wander

                  (b)      Business Address:
                           ------------------
                           Katten Muchin Zavis
                           525 West Monroe Street
                           Suite 1600
                           Chicago, Illinois 60606-3693

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Partner of the law firm of Katten Muchin Zavis

                  (d)      Citizenship
                           -----------
                           United States



<PAGE>


     Schedule 13D
     Issuer:   VoiceStream Wireless Corporation.
     Page 4 of 4 of Appendix A


     (IX)         (a)      Name:
                           -----
                           George W. Off

                  (b)      Business Address:
                           -----------------
                           Catalina Marketing Group
                           11300 Ninth Street North
                           St. Petersburg, Florida  33716

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Chairman of Catalina Marketing Corporation

                  (d)      Citizenship:
                           ------------
                           United States


     (X)          (a)      Name:
                           -----
                           Martin L. Solomon

                  (b)      Business Address:
                           -----------------
                           2665 South Bayshore Drive, Suite 906
                           Coconut Grove, Florida 33133

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Chairman and CEO of American Country Holdings, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (XI)         (a)      Name:
                           -----
                           Kevin A. Mundt

                  (b)      Business Address:
                           -----------------
                           Mercer Management Consulting, Inc.
                           33 Hayden Avenue
                           Lexington, MA  02173

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice   President  -  Retail   Group  Head  of  Mercer
                           Management Consulting, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 1 of 6 of Appendix B


                                   APPENDIX B

                            EXECUTIVE OFFICERS OF TDS
                            -------------------------

     (I)          (a)      Name:
                           -----
                           LeRoy T. Carlson

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Director and Chairman of Telephone  and Data Systems,
                           Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (II)         (a)      Name:
                           -----
                           LeRoy T. Carlson, Jr.

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Director,  President and Chief  Executive  Officer of
                           Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 2 of 6 of Appendix B


     (III)        (a)      Name:
                           -----
                           Sandra L. Helton

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois 60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Director,  Executive Vice President - Finance and CFO
                           of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (IV)         (a)      Name:
                           -----
                           Rudolph E. Hornacek

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President -  Engineering  of Telephone and Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (V)          (a)      Name:
                           -----
                           John E. Rooney

                  (b)      Business Address:
                           -----------------
                           United States Cellular Corporation
                           8410 West Bryn Mawr
                           Suite 700
                           Chicago, Illinois  60631

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           President  and  Chief  Executive  Officer  of  United
                           States  Cellular  Corporation,  an  over  80%-  owned
                           subsidiary of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 3 of 6 of Appendix B


     (VI)         (a)      Name:
                           -----
                           James Barr III

                  (b)      Business Address:
                           -----------------
                           TDS Telecommunications Corporation
                           301 South Westfield Road
                           Madison, Wisconsin  53705-0158

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           President of TDS  Telecommunications  Corporation,  a
                           wholly-owned   subsidiary   of  Telephone   and  Data
                           Systems, Inc.
                           Director of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (VII)        (a)      Name:
                           -----
                           Scott H. Williamson

                  (b)      Business Address:
                           ------------------
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Senior Vice  President -  Acquisitions  and Corporate
                           Development of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



     (VIII)       (a)      Name:
                           -----
                           Michael K. Chesney

                  (b)      Business Address:
                           -----------------
                           1014 South Briarcliffe Circle
                           Maryville, Tennessee 37803

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President - Corporate  Development of Telephone
                           and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 4 of 6 of Appendix B


     (IX)         (a)      Name:
                           -----
                           George L. Dienes

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois   60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice President-Corporate Development of Telephone and
                           Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (X)          (a)      Name:
                           -----
                           C. Theodore Herbert

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Vice President-Human  Resources of Telephone and Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States

     (XI)         (a)      Name:
                           -----
                           Peter L. Sereda

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President  and  Treasurer of Telephone and Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States



<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 5 of 6 of Appendix B


     (XII)        (a)      Name:
                           -----
                           Mark A. Steinkrauss

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois   60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President-Corporate  Relations of Telephone and
                           Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (XIII)       (a)      Name:
                           -----
                           Edward W. Towers

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois   60602

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President-Corporate  Development  Operations of
                           Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States

     (XIV)        (a)      Name:
                           -----
                           James W. Twesme

                  (b)      Business Address:
                           -----------------
                           TDS Corporate Madison
                           8401 Greenway Boulevard
                           P.O. Box 628010
                           Middleton, Wisconsin  53562-8010

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President - Corporate  Finance of Telephone and
                           Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 6 of 6 of Appendix B


     (XV)         (a)      Name:
                           -----
                           Byron A. Wertz

                  (b)      Business Address:
                           -----------------
                           Telephone and Data Systems, Inc.
                           8000 West 78th Street, Suite 400
                           Minneapolis, Minnesota  55439

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President - Corporate  Development of Telephone
                           and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (XVI)        (a)      Name:
                           -----
                           Gregory J. Wilkinson

                  (b)      Business Address:
                           -----------------
                           TDS Corporate Madison
                           8401 Greenway Boulevard
                           P.O. Box 628010
                           Middleton, Wisconsin  53562-8010

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Vice  President  and  Secretary of Telephone and Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


     (XVII)       (a)      Name:
                           -----
                           Michael G. Hron

                  (b)      Business Address:
                           -----------------
                           Sidley & Austin
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois  60603

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Partner  of the  law  firm of  Sidley  &  Austin  and
                           General Counsel and Assistant  Secretary of Telephone
                           and Data  Systems,  Inc. and United  States  Cellular
                           Corporation

                  (d)      Citizenship:
                           ------------
                           United States

<PAGE>

     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 1 of 2 of Appendix C


                                   APPENDIX C

                          TRUSTEES OF THE VOTING TRUST
                          ----------------------------

     (I)          (a)      Name:
                           -----
                           LeRoy T. Carlson, Jr.

                  (b)      Business Address:
                           ------------------
                           Telephone and Data Systems, Inc.
                           30 North LaSalle Street
                           Suite 4000
                           Chicago, Illinois  60602

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Director,  President and Chief  Executive  Officer of
                           Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States

     (II)         (a)      Name:
                           -----
                           Walter C.D. Carlson

                  (b)      Business Address:
                           -----------------
                           Sidley & Austin
                           Bank One Plaza
                           10 South Dearborn Street
                           Chicago, Illinois  60603

                  (c)      Present Principal Occupation or Employment:
                           -------------------------------------------
                           Partner  of the law firm of Sidley & Austin  Director
                           of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States

     (III)        (a)      Name:
                           -----
                           Letitia G.C. Carlson

                  (b)      Business Address:
                           -----------------
                           7604 Fairfax Road
                           Bethesda, Maryland 20814

                  (c)      Present Principal Occupation or Employment:
                           ---------------------------------------------
                           Medical Doctor
                           Director of Telephone and Data Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States


<PAGE>


     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 2 of 2 of Appendix C


     (IV)         (a)      Name:
                          -------
                           Donald C. Nebergall

                  (b)      Residence Address:
                           ------------------
                           2919 Applewood Place, N.E.
                           Cedar Rapids, Iowa  52402

                  (c)      Present Principal Occupation or Employment:
                           --------------------------------------------
                           Director  of and  Consultant  to  Telephone  and Data
                           Systems, Inc.

                  (d)      Citizenship:
                           ------------
                           United States





<PAGE>



     Schedule 13D
     Issuer:  VoiceStream Wireless Corporation
     Page 1 of 1 of Appendix D

                                   APPENDIX D

     Ownership of Common Stock of VoiceStream Wireless Corporation (Issuer)


                                         Number of shares of
                                              Issuer's
                                            Common Stock        Percentage of
                                            Beneficially            Class
                                            Owned as of         of the Issuer's
      Name                                  May 4, 2000          Common Stock
     ----------------------------        -------------------    ---------------

     James Barr, III                                  --            --

     Thomas A. Burke                                 922             *

     LeRoy T. Carlson                                455             *

     LeRoy T. Carlson, Jr.                            --            --

     Letitia G. C.  Carlson                           --            --

     Walter C. D. Carlson                             --            --

     Michael K. Chesney                               --            --

     George L. Dienes                                 --            --

     Sandra L. Helton                                 --            --

     C. Theodore Herbert                              --            --

     Rudolph E. Hornacek                              --            --

     Michael G. Hron                                  --            --

     D. Michael Jack                                  --            --

     Donald C. Nebergall                              --            --

     George W. Off                                   455             *

     John E. Rooney                                   --            --

     Peter L. Sereda                                 100             *

     Martin L. Solomon                                --            --

     Mark A. Steinkrauss                             228             *

     Edward W. Towers                                 --            --

     James W. Twesme                               2,263             *

     Herbert S. Wander                                --            --

     Byron A. Wertz                                  102             *

     Gregory J. Wilkinson                            970             *
                                                --------
            Total                                  5,495             *
     -------                                    ========
     *  Less than 1%


<PAGE>


                                                                       EXHIBIT 6

                                VOTING AGREEMENT
                                ----------------
         VOTING AGREEMENT, dated as of February 25, 2000 (this "Agreement"),  by
and among  VOICESTREAM  WIRELESS  HOLDING  CORPORATION,  a Delaware  corporation
("VoiceStream Holdings"), and the individuals and entities set forth on Schedule
I hereto (each, a "Stockholder" and collectively, the "Stockholders").

         WHEREAS,  Omnipoint Corporation,  a Delaware corporation ("Omnipoint"),
VoiceStream Wireless Corporation,  a Washington corporation  ("VoiceStream") and
VoiceStream  Holdings  are parties to an Agreement  and Plan of  Reorganization,
dated as of June 23,  1999,  (as the same has been  amended or may  hereafter be
amended from time to time, the "Omnipoint Reorganization Agreement") pursuant to
which,  among other things,  wholly owned  subsidiaries of VoiceStream  Holdings
will be merged with and into each of Omnipoint and  VoiceStream  (such  mergers,
together   with  the  related   transactions   contemplated   by  the  Omnipoint
Reorganization   Agreement,   being  referred  to  herein  collectively  as  the
"Omnipoint Reorganization");

         WHEREAS,  each  Stockholder  is the  Beneficial  Owner of the number of
shares of  VoiceStream  Holdings  Common Stock (the "Shares") set forth opposite
such Stockholder's name in Schedule I hereto;

         WHEREAS,  VoiceStream  and certain of the  Stockholders  are parties to
that  certain  Voting  Agreement,  dated  May  3,  1999  (the  "Original  Voting
Agreement");

         WHEREAS,  as a condition to consummating the Omnipoint  Reorganization,
the  parties to the  Original  Voting  Agreement  have agreed to  terminate  the
Original Voting Agreement and enter into this Agreement;

         WHEREAS, VoiceStream,  VoiceStream Holdings, VoiceStream Subsidiary III
Corporation, a Delaware corporation ("Merger Sub"), Aerial Communications, Inc.,
a Delaware  corporation  ("Aerial"),  and Telephone  and Data  Systems,  Inc., a
Delaware   corporation  ("TDS"),  are  parties  to  an  Agreement  and  Plan  of
Reorganization,  dated as of September 17, 1999 (as the same may be amended from
time to time, the "Aerial  Reorganization  Agreement")  pursuant to which, among
other  things,  Merger Sub is to be merged  with and into Aerial  (such  merger,
together with the related transactions contemplated by the Aerial Reorganization
Agreement, being referred to herein as the "Aerial Reorganization");

         WHEREAS,  upon the  consummation  of the Aerial  Reorganization,  it is
contemplated  that TDS will execute an agreement  whereby it will become a party
to  this  Agreement  as a  Stockholder  and,  if TDS  does  so  execute  such an
agreement,  the term Stockholder will for all purposes of this Agreement include
TDS; and

         WHEREAS,  Sonera  Corporation  (formerly  Sonera Ltd.)  ("Sonera") is a
substantial   investor   in   Aerial   and,   concurrent   with  the   Omnipoint
Reorganization,  will invest $500 million into VoiceStream  Holdings through its
Subsidiary,  Sonera  Holding,  B.V.  For  purposes  of  this  Agreement,  Sonera
Corporation and Sonera Holding, B.V., shall be deemed a single Stockholder.

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

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

         "Beneficially Own" has the meaning set forth in Rule 13d-3 of the rules
and  regulations  promulgated  under the  Securities  Exchange  Act of 1934,  as
amended;  except  that no broker or dealer  or any  affiliate  thereof  shall be
deemed to Beneficially Own Shares, 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.

                                    Exhibit 6
                                       -1-



<PAGE>



         "Board" means the Board of Directors of VoiceStream Holdings.

         "BSF"  means  Bridge  Street  Fund  1992,   L.P.,  a  Delaware  limited
partnership.

         "Business  Day" means a day other than a Saturday,  Sunday or other day
on which commercial banks in New York City, Hong Kong or Seattle, Washington are
authorized or required by law to close.

         "GS" means The Goldman Sachs Group, Inc., a Delaware corporation.

         "GSC" means BSF, GS, GSCP and SSF.

         "GSCP" means GS Capital Partners, L.P., a Delaware limited partnership.

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

         "Hutchison" means Hutchison Holdings and Hutchison PCS.

         "Hutchison Holdings" means Hutchison Telecommunications Holdings (USA)
Limited, a British Virgin Islands corporation.

         "Hutchison PCS" means Hutchison Telecommunications PCS (USA) Limited, a
British Virgin Islands corporation.

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

         "Percentage  Ownership"  means,  as to any  Stockholder,  the aggregate
percentage of the outstanding  Shares  Beneficially  Owned by such  Stockholder,
including  for this purpose,  Shares  Beneficially  Owned by such  Stockholder's
Permitted Affiliate Transferees.

         "Permitted  Affiliate   Transferee"  means  (i)  with  respect  to  any
Stockholder  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  Stockholder  which is a limited  partnership (a) any Person
that, as of May 13, 1996,  was the sole general  partner of such  Stockholder or
was the sole general partner of the sole general partner of such Stockholder, or
(b) another limited partnership which has a sole general partner, the control of
which sole general partner is held, directly or indirectly, by five (5) or fewer
natural  Persons,  provided such natural  Persons had control at May 13, 1996 of
the sole general partner of such  Stockholder;  (iii) with respect to Hutchison,
(w) HTL,  (x) any  Subsidiary  of HTL,  or (y) any other  entity  acceptable  to
Stockholders  (other than  Hutchison  and its Permitted  Affiliate  Transferees)
holding at least a majority of the Shares owned by all Stockholders  (other than
Hutchison and its Permitted  Affiliate  Transferees) in which HTL owns, directly
or indirectly, more than 40% of the outstanding voting power, or (z) in the case
of any  Person  referred  to in clause  (w),  (x) or (y),  Hutchison;  (iv) with
respect to Sonera,  any  Subsidiary of Sonera or any other entity  acceptable to
Stockholders  (other than Sonera and its  Permitted  Affiliate  Transferees)  in
which  Sonera owns,  directly or  indirectly,  more than 40% of the  outstanding
voting  power and of which  Sonera and its  Subsidiaries  are  collectively  the
largest  shareholder;  and (v) with respect to TDS, any Subsidiary of TDS or any
other  entity  acceptable  to  Stockholders  (other  than TDS and its  Permitted
Affiliate Transferees) in which TDS owns, directly or indirectly,  more than 40%
of the  outstanding  voting  power  and of which  TDS and its  Subsidiaries  are
collectively the largest shareholder. 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.

         "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.

         "Qualified  Sonera Designee" means an individual  designated by Sonera,
provided  that  VoiceStream  Holdings  shall  have  the  right to  approve  such
designee, which approval shall not be unreasonably withheld, so

                                    Exhibit 6
                                       -2-



<PAGE>



long as such individual's  membership on the Board shall not cause any violation
of any federal anti-trust law or any other federal or state law.

         "Qualified  TDS Designee"  means an  individual  who is not an officer,
director,  management  level employee or affiliate (as defined in the Securities
Exchange Act of 1934) of TDS, or of any Person in which TDS or any  affiliate of
TDS has an  "attributable  interest"  (as  defined by  applicable  FCC rules and
regulations) designated by TDS provided that VoiceStream Holdings shall have the
right  to  approve  the  designee,  which  approval  shall  not be  unreasonably
withheld.

         "Sonera"  means  Sonera   Corporation,   a  limited  liability  company
organized  under  the  laws  of  Finland,  and  its  wholly-owned  Subsidiaries,
including  Sonera  Holding,  B.V.,  a  company  organized  under the laws of the
Netherlands.

         "Sonera Investor Agreement" means the Investor  Agreement,  dated as of
September  17,  1999,  among Sonera  Corporation,  VoiceStream  and  VoiceStream
Holdings.

         "SSF"  means  Stone  Street  Fund  1992,   L.P.,  a  Delaware   limited
partnership.

         "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.

         "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).

         Section  2.  Termination  of Voting  Agreements.  The  Original  Voting
                      -----------------------------------
Agreement  and  Sections  6(a)  and  6(b)  of  the  Sonera  Investor   Agreement
automatically  and without further action by any Person shall each be terminated
and of no further force or effect upon the effectiveness of this Agreement.

         Section 3.  Agreement to Vote by Stockholders.
                     ----------------------------------
         (a) Each Stockholder (and its Permitted  Affiliate  Transferees) hereby
agrees  to vote  (or  cause  to be  voted)  all  Shares,  and any  other  voting
securities of VoiceStream Holdings,  then Beneficially Owned by such Stockholder
(whether issued  heretofore or hereafter) that such  Stockholder owns or has the
right to vote,  in person or by proxy  (and shall  take all other  necessary  or
desirable  actions  within  such  Stockholder'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),  in favor of the election and continuation in office of the following
sixteen (16) (or, upon completion of the Aerial Reorganization,  seventeen (17))
members of the Board  (subject to  adjustments  to such number of directors,  as
provided below):

                  (i) John Stanton, as long as he is the chief executive officer
of VoiceStream Holdings;

                  (ii) One (1) member designated by John Stanton,  so long as he
or his  Permitted  Affiliate  Transferees  Beneficially  Own at least  4,500,000
Shares;

                  (iii) Four (4)  members  designated  by  Hutchison  PCS (or if
Hutchison  PCS  has  Transferred  all  of  its  Shares  to  Permitted  Affiliate
Transferees  of Hutchison  PCS, four (4) designees of such  Permitted  Affiliate
Transferees)  and its  affiliated  entities.  Such number of designees  shall be
subject to  increases  or  decreases  (rounded to the nearest  whole  number and
subject to Section  3(a)(C)  hereof)  depending  upon increases or reductions in
Hutchison PCS's (and its Permitted Affiliate Transferees')  Percentage Ownership
of outstanding Shares, including without limitation Shares issuable to Hutchison
PCS  (and its  Permitted  Affiliate  Transferees)  upon  conversion  of the 2.5%
Convertible Junior Preferred Stock, without par value, of VoiceStream  Holdings,
purchased by Hutchison PCS pursuant to that certain Stock Subscription Agreement
dated June 23, 1999, by and among VoiceStream  Holdings,  HTL and Hutchison PCS.
Hutchison  PCS shall have the right to designate  additional  members (the Board
shall be expanded by one (1) member to accommodate each such new designee unless
there are vacancies on the Board and the Board  determines to fill any vacancies
with such  designees) so that the percentage of the entire Board  represented by
Hutchison PCS's designees (rounded to the nearest whole

                                    Exhibit 6
                                       -3-



<PAGE>



number) shall be proportionate to Hutchison PCS's (and its Permitted Affiliate
Transferees') aggregate Percentage Ownership;

                  (iv)  One (1)  member  designated  by GSC  and  its  Permitted
Affiliate  Transferees,  so long  as such  entities  Beneficially  Own at  least
4,500,000 Shares;

                  (v) Four (4)  members  who were on the Board of  Directors  of
Omnipoint  prior  to the  Omnipoint  Reorganization  and  who  are  selected  by
Omnipoint to serve (the following  persons have been  designated by Omnipoint to
serve as directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr. and
James J. Ross;  such Persons being  collectively  referred to as the  "Omnipoint
Designees")  during the period from the closing of the Omnipoint  Reorganization
until and including the second annual  meeting of  stockholders  of  VoiceStream
Holdings  taking  place after the closing of the  Omnipoint  Reorganization  (it
being  understood  that such four (4) members shall serve until such time as the
term  of  office  of  the  directors  elected  at  such  second  annual  meeting
terminates);

                  (vi) One (1) Qualified  Sonera  Designee  designated by Sonera
and its Permitted  Affiliate  Transferees so long as such entities  Beneficially
Own  at  least  4,500,000  Shares;   provided,   however,  that  if  the  Aerial
Reorganization  is consummated and Sonera  Beneficially Owns more than 9,800,000
Shares  and TDS  Beneficially  Owns less than  4,500,000  Shares,  the number of
Qualified Sonera Designees that Sonera will be entitled to designate will be two
(2);

                  (vii) If the Aerial  Reorganization is consummated and TDS and
VoiceStream  Holdings  execute  the  agreement  in the form  attached  hereto as
Exhibit A whereby TDS becomes a party to this  Agreement as a  Stockholder,  one
(1)  Qualified  TDS  Designee  designated  by TDS  and its  Permitted  Affiliate
Transferees so long as such entities Beneficially Own at least 4,500,000 Shares,
such  director to be  appointed to the Board by action of the Board by the later
of (x) the  closing  of the  Aerial  Reorganization  or (y)  promptly  after TDS
designates a Qualified TDS Designee; provided, however, that if TDS Beneficially
Owns more than 9,800,000 Shares and Sonera Beneficially Owns less than 4,500,000
Shares,  the number of  Qualified  TDS  Designees  that TDS will be  entitled to
designate will be two (2); and

                  (viii) The  remaining  members of the Board as  selected  by a
majority vote of the persons  selected as described in  subsections  (i) through
(vii) above.

         No  designee  to the Board  shall be  removed  from the  Board  (except
removal  for cause under  applicable  law)  without  the written  consent of the
Stockholder or group of Stockholders that has the right to designate such Person
to the Board (or, if such  Stockholder or group of Stockholders  has Transferred
all of their Shares to Permitted  Affiliate  Transferees of such  Stockholder or
group of  Stockholders,  without  the  written  consent of  Permitted  Affiliate
Transferees  holding a  majority  of the Shares  owned by all of such  Permitted
Affiliate Transferees),  or, in the case of the Omnipoint Designees, without the
consent of a majority of the Board of  Directors  of  Omnipoint as such Board of
Directors existed  immediately prior to the Omnipoint  Reorganization  (the "Old
Omnipoint  Board").  Any  Stockholder  or group  of  Stockholders  (or,  if such
Stockholder  or group of  Stockholders  has  Transferred  all of their Shares to
Permitted  Affiliate  Transferees of such  Stockholder or group of Stockholders,
Permitted Affiliate Transferees holding a majority of the Shares owned by all of
such  Permitted  Affiliate  Transferees)  or,  in  the  case  of  the  Omnipoint
Designees,  a  majority  of the Old  Omnipoint  Board,  that  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  VoiceStream
Holdings  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 Stockholders (and each of their respective Permitted Affiliate  Transferees)
agrees  that  it will  vote,  or  cause  to be  voted,  all of the  Shares  then
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
Stockholder's  (or its  Permitted  Affiliate  Transferees's)  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),  so as to cause,  if
necessary,  the  removal of the  existing  director  previously  elected by such
Stockholders (and its Permitted Affiliate Transferees), or previously designated
by Omnipoint (in the case of the original Omnipoint  Designees) or by a majority
of the Old Omnipoint Board (if the Old Omnipoint Board  designates a replacement
for an  Omnipoint  Designee,  such  replacement  shall for all  purposes of this
Agreement be an Omnipoint Designee), and the election and continuation in office
of any successor director designated by any of the

                                    Exhibit 6
                                       -4-



<PAGE>



Stockholders (or any of such Stockholder's Permitted Affiliate Transferees)
pursuant to this Section 3(a).  Notwithstanding the foregoing,

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

                           (B) if at any time John  Stanton  (and his  Permitted
Affiliate Transferees) shall cease to Beneficially  Own at least 4,500,000
shares,  then in such event,  John Stanton (or, if John Stanton has  Transferred
all of his Shares to Permitted  Affiliate Transferees of John Stanton,  his
Permitted Affiliate  Transferees) shall not be entitled  to  designate  any
member of the Board  (except  that  Stanton  shall continue  to serve on the
Board  for so long as he holds  the  office  of Chief Executive Officer of
VoiceStream Holdings);

                           (C) if at any time  Hutchison  PCS (and its Permitted
Affiliate Transferees) shall ceaseto Beneficially Own at least (i) 9,800,000
Shares,  then in such event Hutchison PCS and its Permitted Affiliate
Transferees shall be entitled to designate only one  member  of the  Board;  and
(ii)  4,500,000  Shares,  then in such  event, Hutchison PCS and its Permitted
Affiliate  Transferees shall not be entitled to designate  any member of the
Board.  In addition,  if  Hutchison  PCS shall have designated  additional
director(s)  by reason of an increase in its  Percentage Ownership as set forth
in Section  3(a)(iii)  above,  and at any time thereafter the  Percentage
Ownership  of  Hutchison  PCS  (and  its  Permitted  Affiliate Transferees)
shall decrease,  (i) the number of designees Hutchison PCS (and its Permitted
Affiliate Transferees) are entitled to designate to the Board shall be reduced
so that the  percentage  of the entire  Board  represented  by Hutchison PCS's
(and its  Permitted  Affiliate  Transferees')  designees  (rounded  to the
nearest  whole  number)  shall be  proportionate  to  Hutchison  PCS's  (and its
Permitted  Affiliate  Transferees')  aggregate  Percentage  Ownership,  (ii) any
members designated by Hutchison PCS (and its Permitted Affiliate Transferees) in
excess of such number  shall be removed  from the Board (any such  members to be
removed to be designated by Hutchison or, in the event that  Hutchison  fails to
designate the members to be removed, by a majority of the members of the Board),
and  (iii) the Board  shall be  reduced  in size by the  number  of  members  so
removed;

                           (D)  if  at  any  time  Sonera  (and  its   Permitted
Affiliate Transferees) shall cease to
Beneficially Own at least (i) 9,800,000 Shares at a time when Sonera is entitled
to designate two (2)  directors,  then in such event,  Sonera (or, if Sonera has
Transferred all of its Shares to Permitted Affiliate  Transferees of Sonera, its
Permitted  Affiliate  Transferees)  shall be entitled to designate  only one (1)
member of the Board; and (ii) 4,500,000 Shares,  then in such event, Sonera (or,
if Sonera has Transferred all of its Shares to Permitted  Affiliate  Transferees
of  Sonera,  its  Permitted  Affiliate  Transferees)  shall not be  entitled  to
designate any member of the Board;

                           (E) if the Aerial Reorganization is consummated and
TDS and VoiceStream Holdings execute  an  agreement  in the form  attached
hereto as  Exhibit A whereby TDS becomes a party to this Agreement as a
Stockholder,  and at any time  thereafter TDS (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i)  9,800,000  Shares at
a time when TDS is entitled to designate two (2) directors, then in such event,
TDS (or, if TDS has Transferred all of its Shares to Permitted Affiliate
Transferees of TDS, its Permitted Affiliate  Transferees) shall be  entitled  to
designate  only one (1)  member of the  Board;  and (ii) 4,500,000 Shares, then
in such event, TDS (or, if TDS has Transferred all of its Shares to  Permitted
Affiliate  Transferees  of TDS,  its  Permitted  Affiliate Transferees) shall
not be entitled to designate any member of the Board;

                           (F) Any  vacancies on the Board  created by reason of
the provisions of subsections (A) through  (E) above  shall be filled by the
vote of a majority  of the  directors then in office (unless such directors
determine to reduce the size of the Board after a  vacancy  is  created)  to
serve  until  the  next  annual  meeting  of shareholders  of VoiceStream
Holdings,  and at the next annual meeting shall be filled by a vote of a
plurality  of all  shareholders  of  VoiceStream  Holdings (including  the
Stockholders  and  their  Permitted   Affiliate   Transferees); provided,
however,  that in the  event  that the size of the Board  shall  have increased
by reason of Hutchison  PCS having the right to designate  additional
director(s)  and  thereafter  Hutchison  PCS shall cease to have the right to so
designate  such  additional  director(s),   the  size  of  the  Board  shall  be
appropriately reduced and each of the Stockholders (and each of their respective
Permitted  Affiliate  Transferees  ) agrees  that it will  vote,  or cause to be
voted,  all of the Shares then  Beneficially  Owned by it (whether  now owned or
hereafter acquired), in person

                                    Exhibit 6
                                       -5-



<PAGE>



or by proxy (and,  shall take all other  necessary or desirable  actions  within
such Stockholder'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.

                           (G)   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  Western Wireless Corporation,
a Washington corporation,  VoiceStream and Hutchison PCS, shall continue in full
force and effect until  terminated in accordance with the terms of such
Shareholders Agreement.

         (b)  Notwithstanding  anything to the contrary herein, if a Stockholder
shall cease to have the right to designate any director to the Board pursuant to
this Agreement,  such Stockholder shall be released in full from all obligations
and shall cease to have any rights under this Agreement; provided, however, that
at the time that the Omnipoint  Designees no longer serve on the Board and there
is no further obligation to designate  Omnipoint Designees under Section 3(a)(v)
hereof, the following Persons shall be released in full from all obligations and
shall  cease  to  have  any  rights  under  this  Agreement:   Allen  &  Company
Incorporated,  Avance  Capital,  Avance Capital II, Avance Capital III,  Madison
Dearborn Capital Partners,  L.P., James N. Perry, Jr., Douglas G. Smith, Douglas
G. Smith Grat, Richard L. Fields, James J. Ross and James J. Ross, as Trustee.

         Section 4.  VoiceStream  Holdings and Stockholder Covenants.
                     ------------------------------------------------
         (a) VoiceStream Holdings hereby agrees to use all reasonable efforts to
give effect to the provisions of Section 3 hereof.  In this regard,  VoiceStream
Holdings shall, subject to the provisions of Section 3 hereof, duly nominate the
designees  set forth above,  or as may otherwise be designated by a party hereto
pursuant to the terms of Section 3 hereof,  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.

         (b) Each Stockholder shall vote the Shares then  Beneficially  Owned by
such Stockholder at any regular or special meeting of the Stockholders or in any
written  consent  executed  in lieu of such a meeting  of  Stockholders  for the
election of such designees. VoiceStream Holdings and each Stockholder shall take
all other actions  necessary to ensure that the certificate of incorporation and
by-laws of  VoiceStream  Holdings 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.

         (c) At the closing of the Aerial  Reorganization,  TDS and  VoiceStream
Holdings shall enter into the agreement  attached  hereto  pursuant to which TDS
shall become a party to this Agreement,  provided that nothing in this Agreement
shall in any way limit,  amend or modify any of the terms or  provisions  of the
Investor  Agreement  to be  entered  into among TDS,  VoiceStream  Holdings  and
VoiceStream at such time.

         Section 5.  Representations  and  Warranties of  VoiceStream  Holdings.
                     -----------------------------------------------------------
VoiceStream Holdings represents and warrants to each Stockholder as follows: (i)
it has full power and authority to execute,  deliver and perform its obligations
under this  Agreement;  (ii) this  Agreement and all  transactions  contemplated
hereby  have been duly and validly  authorized  by all  necessary  action on its
part,  this  Agreement  has been duly  executed  and  delivered  by it, and this
Agreement  constitutes  its  legal,  valid and  binding  obligation  enforceable
against  VoiceStream  Holdings in  accordance  with its terms,  except as may be
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other similar laws of general  application  which may affect the  enforcement of
creditors'  rights  generally  and by general  equitable  principles;  and (iii)
neither the execution,  delivery or performance of this Agreement by it, nor the
consummation of the transactions  contemplated  hereby will, with or without the
giving of notice or 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,  (A) any provision of the  certificate  of  incorporation,
by-laws, partnership agreement or comparable constituent document of it, (B) any
material note, bond, indenture,  mortgage,  deed of trust, contract,  agreement,
lease or other instrument or obligation to which it is a party or by which it or
its  properties  may be  bound or  affected  or (C) any  law,  order,  judgment,
ordinance,  rule,  regulation or decree to which it is a party or by which it or
any of its properties are bound or affected.

         Section 6.  Representations and Warranties of the Stockholders.
                     ---------------------------------------------------
Each Stockholder, severally, as to such Stockholder, represents and warrants to
the other parties as follows:(i) such Stockholder has full power and

                                    Exhibit 6
                                       -6-



<PAGE>



authority to execute,  deliver and perform such Stockholder's  obligations under
this Agreement;  (ii) this Agreement and all  transactions  contemplated  hereby
have  been  duly  and  validly  authorized  by  all  necessary  action  on  such
Stockholder's  part, this Agreement has been duly executed and delivered by such
Stockholder,  and this Agreement constitutes such Stockholder's legal, valid and
binding obligation  enforceable  against such Stockholder in accordance with its
terms,  except  as  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,  moratorium and other similar laws of general  application which
may  affect  the  enforcement  of  creditors'  rights  generally  and by general
equitable  principles;  (iii) neither the execution,  delivery or performance of
this Agreement by such  Stockholder,  nor the  consummation of the  transactions
contemplated  hereby  will,  with or without  the giving of notice or 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, (A) if such
Stockholder is an entity,  any provision of the  certificate  of  incorporation,
by-laws,  partnership  agreement  or  comparable  constituent  document  of such
Stockholder,  (B) any material note, bond, indenture,  mortgage,  deed of trust,
contract,  agreement,  lease or other  instrument  or  obligation  to which such
Stockholder  is a party  or by  which  such  Stockholder  or such  Stockholder's
properties may be bound or affected or (C) any law, order, judgment,  ordinance,
rule, regulation or decree to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's  properties are bound or affected;  and
(iv) the Shares listed next to the name of such Stockholder on Schedule I hereto
are the only voting  securities of VoiceStream  Holdings  Beneficially  Owned by
such Stockholder.

         Section 7.  Effectiveness and Termination.
                     ------------------------------
This Agreement shall be effective as of the effectiveness of the Omnipoint
Reorganization and shall terminate upon the earliest to occur of any of the
following events:

         (a) Upon  agreement by all  Stockholders  then  retaining  the right to
designate directors under this Agreement and, so long as Omnipoint Designees are
to be  designated  or are serving  pursuant to Section  3(a)(v)  hereof,  by the
Omnipoint Designees or the Old Omnipoint Board; or

         (b) The filing by  VoiceStream  Holdings of a petition in bankruptcy or
the expiration of sixty (60) days after a petition in bankruptcy shall have been
filed against VoiceStream  Holdings 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  VoiceStream   Holdings'
indebtedness either through reorganization,  winding-up, extension or otherwise,
and such  proceedings  involving  VoiceStream  Holdings 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
VoiceStream  Holdings'  property,  or the making of VoiceStream  Holdings of any
general assignment for the benefit of creditors,  or the admitting in writing by
VoiceStream  Holdings of its inability to pay its debts as they mature;  or upon
the voluntary or involuntary liquidation or dissolution of VoiceStream Holdings;
or

         (c)  The  Beneficial  Ownership  of all  of  the  Shares  by  only  one
Stockholder (including its Permitted Affiliate Transferees).

         Upon such  termination,  except  for any  rights  any party may have in
respect of any breach by any other  party of its or his  obligations  hereunder,
none of the  parties  hereto  shall have any  further  obligation  or  liability
hereunder.

         Section 8.  Miscellaneous.
                    ----------------
         (a) This  Agreement  shall be binding  upon and inure to the benefit of
the  parties  hereto  and their  Permitted  Affiliate  Transferees.  Each of the
Stockholders  hereby  agrees  that  prior to any  Transfer  of any  Shares  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.  Except  as set forth  above  with  respect  to
Transfers to Permitted  Affiliate  Transferees,  nothing in this Agreement shall
prohibit the Transfer of Shares by any of the Stockholders.

         (b) 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 performance of this Agreement pursuant to Section 8(m).

                                    Exhibit 6
                                       -7-



<PAGE>



         (c) 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.

         (d) 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 (or equivalent with respect to delivery  outside the United
States)  courier  (guaranteed  delivery)  or  telex  or  facsimile  (i)  if to a
Stockholder,  at such Stockholder's address appearing on Schedule I hereto or at
any  other  address  that such  Stockholder  may have  provided  in  writing  to
VoiceStream Holdings and the other Stockholders then party to this Agreement and
(ii) if to VoiceStream Holdings,  at 3650 131st 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  VoiceStream  Holdings may have  furnished to the
Stockholders  in writing,  with a copy (which  shall not  constitute  notice) to
Friedman  Kaplan & Seiler LLP, 875 Third Avenue,  New York, NY 10022,  USA, Tel:
212-833-1107,  Fax: 212-355-6401,  Attention: Barry A. Adelman, Esq. 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  or  equivalent,  it shall be deemed to have been given on the
third 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.

         (e) The  provisions of this Agreement  shall apply,  to the full extent
set forth  herein with  respect to the Shares now or  hereinafter  owned by each
Stockholder (and its Permitted Affiliate Transferees), to any and all securities
of  VoiceStream  Holdings or any  successor  or assign of  VoiceStream  Holdings
(whether by merger,  consolidation  or otherwise)  that may be issued in respect
of,  in  exchange  for,  or  in  substitution  of  such  Shares,  and  shall  be
appropriately  adjusted for any stock dividends,  stock splits,  reverse splits,
combinations,  recapitalizations  and similar  events  occurring  after the date
hereof.

         (f)  Copies of this  Agreement  will be  available  for  inspection  or
copying by any interested Person at the offices of VoiceStream  Holdings through
the Secretary of VoiceStream Holdings.  VoiceStream Holdings 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.

         (g)  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 VoiceStream
Holdings and each of the  Stockholders.  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.

         (h) This  Agreement may be amended or modified at any time by a writing
setting forth such amendment or modification, signed by VoiceStream Holdings and
by  Stockholders  (or  their  Permitted  Affiliate  Transferees)  owning  in the
aggregate  at least  90% of the  Shares  owned by the  Stockholders  (and  their
Permitted Affiliate Transferees); provided, however, that, unless such amendment
is signed by  VoiceStream  Holdings and by each  Stockholder  (or its  Permitted
Affiliate Transferees)  adversely affected by such amendment,  no such amendment
or  modification  shall eliminate any right of any Stockholder (or its Permitted
Affiliate  Transferees)  or,  in the case of the  Omnipoint  Designees,  the Old
Omnipoint  Board, to designate the member or members of the Board it is entitled
to designate in accordance with Section 3 hereof (it being understood and agreed
that this clause shall not prohibit the enlargement of the Board).

         (i) 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.

         (j) The  obligations of each of the  Stockholders  under this Agreement
shall be several with respect to each such Stockholder.

         (k) This Agreement  constitutes the entire understanding of the parties
hereto with  respect to this  subject  matter  hereof and  supersedes  all prior
understandings among such parties with respect to such subject matter.

                                    Exhibit 6
                                       -8-



<PAGE>



         (l) 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 and performed  entirely in such
state. Each party hereto agrees that,  subject to Section 8(m) 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.

         (m) Any and all  disputes,  controversies  or claims (each a "Dispute")
between  the  Stockholders  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 procedure of the American  Arbitration
Association.

                  (ii) The expenses of the arbitration shall be borne equally by
the Stockholders 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  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  Arbitration  is relief or remedy on which a court  could  enter
judgment,  a judgment 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

                                    Exhibit 6
                                       -9-



<PAGE>



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.

                  (x)   Notwithstanding   the  dispute   resolution   procedures
contained  in this  Section  8(m),  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 8(m).

         (n) 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.

         (o) 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.

         (p) 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.



                                    Exhibit 6
                                      -10-



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
     duly executed as of the day and year first above written.

     VOICESTREAM WIRELESS HOLDING CORPORATION


     By:   /s/ John W. Stanton
     ---------------------------
     Name: John W. Stanton
     Title: Chairman and Chief Executive Officer


     Stockholders:

     /s/ John W. Stanton
     ---------------------
     John W. Stanton

     /s/ Theresa E. Gillespie
     ------------------------
     Theresa E. Gillespie

     PN Cellular, Inc.

     By:   /s/ Theresa E. Gillespie
     --------------------------------
     Name: Theresa E. Gillespie
     Title: Treasurer

     Stanton Family Trust

     By:   /s/ Theresa E. Gillespie
     --------------------------------
     Name: Theresa E. Gillespie, Trustee

     Stanton Communications Corporation

     By:   /s/ Theresa E. Gillespie
     ------------------------------
     Name: Theresa E. Gillespie
     Title: Treasurer

     GS Capital Partners, L.P.

     By: GS Advisors L.L.C., General Partner

         By:  /s/ John E. Bowman
         ------------------------
              Name: John E. Bowman
              Title: Vice President

     The Goldman Sachs Group, Inc.

     By:  /s/ Terence M. O'Toole
     ----------------------------
     Name: Terence M. O'Toole
     Title: Attorney-in-Fact

     Bridge Street Fund 1992, L.P.

     By: Stone Street 1992 L.L.C., Managing General Partner

         By:  /s/ John E. Bowman
         ------------------------
              Name: John E. Bowman
              Title: Vice President

     Stone Street Fund 1992, L.P.

     By: Stone Street 1992 L.L.C., General Partner

         By:  /s/ John E. Bowman
         ------------------------
              Name: John E. Bowman

              Title: Vice President

                                   Exhibit 6
                                      -11-



<PAGE>


     Hutchison Telecommunications Holdings (USA) Limited

     By:   /s/ Canning Fok
     ----------------------
     Name: Canning Fok
     Title: Director

     Hutchison Telecommunications PCS (USA) Limited

     By:   /s/ Susan Chow
     --------------------
     Name: Susan Chow
     Title: Director

     ALLEN & COMPANY INCORPORATED

     By:   /s/ Richard L. Fields
     ---------------------------
         Name: Richard L. Fields
         Title: Manager

     MADISON DEARBORN CAPITAL PARTNERS, L.P.

     By: Madison Dearborn Partners, L.P., its General Partner

         By: Madison Dearborn Partners, Inc. its General Partner

         By:   /s/ James N. Perry
         ------------------------
              Name: James N. Perry
              Title: Manager

     /s/ James N. Perry
     -------------------
     James N. Perry, Jr.

     /s/ Richard L. Fields
     ---------------------
     Richard L. Fields

     AVANCE CAPITAL

     By:  /s/ Douglas G. Smith
          ---------------------
        Name:  Douglas G. Smith
        Title:  Sole Proprietor

     AVANCE CAPITAL II

     By:  /s/ Douglas G. Smith
     ---------------------------
        Name:  Douglas G. Smith
        Title:  Sole Proprietor

     AVANCE CAPITAL III

     By:  /s/ Douglas G. Smith
     --------------------------
        Name:  Douglas G. Smith
        Title:  Sole Proprietor

     DOUGLAS AND GABRIELA SMITH 1995 FAMILY TRUST

     By:   /s/ Gabriela Smith
     ------------------------
        Name:  Gabriela Smith
        Title: Trustee


                                    Exhibit 6
                                      -12-



<PAGE>



     /s/ Douglas G. Smith
     --------------------
     Douglas G. Smith

     /s/ James J. Ross
     -----------------
     James J. Ross

     ELIZABETH G. ROSS U/T/A, DATED MARCH 4, 1994

     By:  /s/ James J. Ross
     ------------------------
        Name:  James J. Ross
        Title: Trustee

     DAVID G. ROSS U/T/A, DATED JUNE 18, 1997

     By:  /s/ James J. Ross
     -----------------------
        Name:  James J. Ross
        Title: Trustee

     SONERA CORPORATION

     By:   /s/ Olli T. Tuohimaa
     ---------------------------
     Name: Olli T. Touhimaa
     Title: Attorney in Fact

     SONERA HOLDING, B.V.

     By:   /s/ Olli T. Tuohimaa
     --------------------------
     Name: Olli T. Touhimaa
     Title: Attorney in Fact



                                    Exhibit 6
                                      -13-



<PAGE>



                                   SCHEDULE I
                                  Stockholders

     Name and Address of Stockholder                            Number of Shares

     John W. Stanton and Theresa E. Gillespie
     c/o VoiceStream Wireless Corporation
     3650 131st Avenue S.E., Suite 400
     Bellevue, WA 98006
     Attention:  John W. Stanton
     Fax: 425-586-8010.................................................2,930,136

     PN Cellular, Inc.
     c/o VoiceStream Wireless Corporation
     3650 131st Avenue S.E., Suite 400
     Bellevue, WA 98006
     Attention:  John W. Stanton
     Fax: 425-586-8010.................................................1,686,069

     Stanton Family Trust
     c/o VoiceStream Wireless Corporation
     3650 131st Avenue S.E., Suite 400
     Bellevue, WA 98006
     Attention:  John W. Stanton
     Fax: 425-586-8010...................................................164,437

     Stanton Communications Corporation
     c/o VoiceStream Wireless Corporation
     3650 131st Avenue S.E., Suite 400
     Bellevue, WA 98006
     Attention:  John W. Stanton
     Fax: 425-586-8010.................................................1,274,520

     GS Capital Partners, L.P.
     c/o Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004
     Attention:  Terence O'Toole
     Fax: 212-902-3000.................................................8,986,738

     The Goldman Sachs Group, Inc.
     c/o Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004
     Attention:  Terence O'Toole
     Fax: 212-902-3000....................................................68,821

     Bridge Street Fund 1992, L.P.
     c/o Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004
     Attention:  Terence O'Toole
     Fax: 212-902-3000...................................................273,069

     Stone Street Fund 1992, L.P.
     c/o Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004
     Attention:  Terence O'Toole
     Fax: 212-902-3000...................................................470,401


                                    Exhibit 6
                                      -14-



<PAGE>



     Name and Address of Stockholder                            Number of Shares

     Hutchison Telecommunications PCS (USA) Limited
     c/o Offshore Incorporations Limited
     P.O. Box 957
     Offshore Incorporations Centre
     Road Town, Tortola
     British Virgin Islands
     Telephone No.: 809-494-2233
     Facsimile No.: 809-494-4885
     and:
     c/o Hutchison Telecommunications Limited
     22nd Floor, Hutchison House
     10 Harcourt Road
     Hong Kong
     Attention: Ms. Edith Shih
     Fax: 852-2128-1778...............................................52,010,364

     (Which includes  26,227,586 shares of Common Stock issuable upon conversion
      of the Company's 2.5% Junior Convertible Preferred Stock)

     Hutchison Telecommunications Holdings (USA) Limited
     c/o Offshore Incorporations Limited
     P.O. Box 957
     Offshore Incorporations Centre
     Road Town, Tortola
     British Virgin Islands
     Telephone No.: 809-494-2233
     Facsimile No.: 809-494-4885
     and:
     c/o Hutchison Telecommunications Limited
     22nd Floor, Hutchison House
     10 Harcourt Road
     Hong Kong
     Attention: Ms. Edith Shih
     Fax: 852-2128-1778................................................3,888,888

     Douglas G. Smith
     6200 Brookside Drive
     Chevy Chase, MD 20815          1,196,398
     Avance Capital
     Attn: Douglas G. Smith
     6200 Brookside Drive
     Chevy Chase, MD 20815.............................................2,220,266

     Avance Capital II
     Attn: Douglas G. Smith
     6200 Brookside Drive
     Chevy Chase, MD 20815...............................................750,000

     Avance Capital III
     Attn: Douglas G. Smith
     6200 Brookside Drive
     Chevy Chase, MD 20815...............................................375,000

     Douglas & Gabriela Smith
     1995 Family Trust
     Attn: Gabriela Smith, Trustee
     6200 Brookside Drive
     Chevy Chase, MD 20815...............................................519,482

     Richard L. Fields
     75 Central Park South, Apt. 15B

                                    Exhibit 6
                                      -15-



<PAGE>



     Name and Address of Stockholder                            Number of Shares

     New York, NY 10022..................................................317,368

     Allen & Company Incorporated
     c/o Richard L. Fields, Managing Director
     711 Fifth Avenue
     New York, NY 10022................................................2,290,522

     James N. Perry, Jr.
     Madison Dearborn Capital Partners, LP
     Three First National Plaza, Suite 1330
     Chicago, IL 60602....................................................50,874

     Madison Dearborn Capital Partners, LP
     c/o James N. Perry, Jr., Managing Director
     Three First National Plaza, Suite 1330
     Chicago, IL 60602.................................................3,232,149

     James J. Ross
     c/o Becker Ross Stone DeStefano & Klein
     317 Madison Avenue, Suite 1410
     New York, NY 10017..................................................582,445

     James J. Ross, as Trustee, of Elizabeth G. Ross U/T/A, dated March 4, 1994
     c/o Becker Ross Stone DeStefano & Klein
     317 Madison Avenue, Suite 1410
     New York, NY 10017

     James J. Ross, as Trustee, of David G. Ross U/T/A, dated June 18, 1997
     c/o Becker Ross Stone DeStefano & Klein
     317 Madison Avenue, Suite 1410
     New York, NY 10017..................................An Aggregate of 145,950

     Sonera Corporation
     P.O. Box 106
     FIN-00051-TELE
     Teollisuuskatu 15, Helsinki
     Attn: Kaj-Erik Relander, Executive Vice President
     Facsimile: 011 358 2040 3770

     Sonera Holding, B.V.
     c/o Sonera Corporation
     P.O. Box 106
     FIN-00051-TELE
     Teollisuuskatu 15, Helsinki
     Attn: Kaj-Erik Relander, Executive Vice President
     Facsimile: 011 358 2040 3770......................................8,792,555

     Upon the  execution and delivery of the attached  agreement,  the following
     Stockholder shall become a party to this Agreement.

     Telephone and Data Systems, Inc.
     30 North LaSalle, Suite 4000
     Chicago, IL 60602
     Attention: LeRoy T. Carlson, Jr., President
     Facsimile: 312-630-9299 [Number of Shares shall be as set forth on the
                              agreement attached hereto as Exhibit A.]


                                    Exhibit 6
                                      -16-



<PAGE>



                                                                    Exhibit A to
                                                                Voting Agreement

                                    AGREEMENT

         AGREEMENT,  dated as of  __________,  2000, by and between  VOICESTREAM
WIRELESS  CORPORATION  (f/k/a  VoiceStream  Wireless  Holding  Corporation),   a
Delaware corporation  ("VoiceStream"),  and TELEPHONE AND DATA SYSTEMS,  INC., a
Delaware corporation ("TDS");

         WHEREAS,  VoiceStream  has  entered  into a Voting  Agreement  ("Voting
Agreement") dated as of February 25, 2000, together with certain stockholders of
VoiceStream set forth on Schedule I thereof ("Stockholders");

         WHEREAS,  all capitalized  terms used herein and not otherwise  defined
shall have the meanings set forth in the Voting Agreement;

         WHEREAS, in the Voting Agreement, the Stockholders and VoiceStream have
agreed that,  at the time of the closing of the Aerial  Reorganization,  TDS and
VoiceStream  shall execute and deliver this  Agreement to evidence the admission
of TDS as a party to the Voting Agreement;

         WHEREAS, the Aerial Reorganization is being consummated concurrently
with the execution of this Agreement;

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

         1.       TDS  hereby  accepts  and  agrees  to  all of  the  terms  and
                  conditions  of the  Voting  Agreement  and  agrees to become a
                  party  to the  Voting  Agreement  as a  Stockholder  effective
                  immediately.

         2.       The  Voting  Agreement  shall not in any way  limit,  amend or
                  modify  any  of  the  terms  or  provisions  of  the  Investor
                  Agreement  dated the date  hereof  among  TDS,  VS  Washington
                  Corporation and VoiceStream.

         3.       VoiceStream,  by  action  of its  Board  of  Directors,  shall
                  appoint a Qualified  TDS Designee to the Board of Directors of
                  VoiceStream  on the  later  of (i)  the  date  hereof  or (ii)
                  promptly after TDS designates a Qualified TDS Designee.

         4.       This Agreement shall become effective as of the Effective Time
                  of the Aerial  Reorganization  and shall  supersede the Parent
                  Stockholder  Agreement,  dated as of September 17, 1999, among
                  Aerial, TDS, VoiceStream and VS Washington  Corporation (f/k/a
                  VoiceStream  Wireless  Corporation)  and the  individuals  and
                  entities  set  forth  on  Schedule  I  thereto,   which  shall
                  terminate by its terms at such time.

         5.       The number of Shares  Beneficially Owned by TDS as of the date
                  of this Agreement is _______ Shares.

                                    Exhibit 6
                                      -17-



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

     VOICESTREAM WIRELESS CORPORATION


     By: ___________________________________________
     Name:
     Title:


     TELEPHONE AND DATA SYSTEMS, INC.


     By: ___________________________________________
     Name:
     Title:


                                    Exhibit 6
                                      -18-



<PAGE>



                                                                       EXHIBIT 7

                                    AGREEMENT

         AGREEMENT, dated as of May 4, 2000, by and between VOICESTREAM WIRELESS
CORPORATION  (f/k/a  VoiceStream  Wireless  Holding  Corporation),   a  Delaware
corporation  ("VoiceStream")  and TELEPHONE  AND DATA SYSTEMS,  INC., a Delaware
corporation ("TDS");

         WHEREAS,  VoiceStream  has  entered  into a Voting  Agreement  ("Voting
Agreement") dated as of February 25, 2000, together with certain stockholders of
VoiceStream set forth on Schedule I thereof ("Stockholders");

         WHEREAS,  all capitalized  terms used herein and not otherwise  defined
shall have the meanings set forth in the Voting Agreement;

         WHEREAS, in the Voting Agreement, the Stockholders and VoiceStream have
agreed that,  at the time of the closing of the Aerial  Reorganization,  TDS and
VoiceStream  shall execute and deliver this  Agreement to evidence the admission
of TDS as a party to the Voting Agreement;

         WHEREAS, the Aerial Reorganization is being consummated concurrently
with the execution of this Agreement;

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

         1.       TDS  hereby  accepts  and  agrees  to  all of  the  terms  and
                  conditions  of the  Voting  Agreement  and  agrees to become a
                  party  to the  Voting  Agreement  as a  Stockholder  effective
                  immediately.

         2.       The  Voting  Agreement  shall not in any way  limit,  amend or
                  modify  any  of  the  terms  or  provisions  of  the  Investor
                  Agreement  dated the date  hereof  among  TDS,  VS  Washington
                  Corporation and VoiceStream.

         3.       VoiceStream,  by  action  of its  Board  of  Directors,  shall
                  appoint a Qualified  TDS Designee to the Board of Directors of
                  VoiceStream  on the  later  of (i)  the  date  hereof  or (ii)
                  promptly after TDS designates a Qualified TDS Designee.

         4.       This Agreement shall become effective as of the Effective Time
                  of the Aerial  Reorganization  and shall  supersede the Parent
                  Stockholder  Agreement,  dated as of September 17, 1999, among
                  Aerial, TDS, VoiceStream and VS Washington  Corporation (f/k/a
                  VoiceStream  Wireless  Corporation)  and the  individuals  and
                  entities  set  forth  on  Schedule  I  thereto,   which  shall
                  terminate by its terms at such time.

         5.       The number of Shares  Beneficially Owned by TDS as of the date
                  of this Agreement is 35,570,493 Shares.

                                    Exhibit 7
                                       -1-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

     VOICESTREAM WIRELESS CORPORATION


     By: _____________________________________
     Name:
     Title:


     TELEPHONE AND DATA SYSTEMS, INC.


     By: _____________________________________
     Name:
     Title:





















        SIGNATURE PAGE TO ACCEPTANCE BY TELEPHONE AND DATA SYSTEMS, INC.
              OF VOICESTREAM WIRELESS CORPORATION VOTING AGREEMENT


                                    Exhibit 7
                                       -2-




© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission