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VOICESTREAM WIRELESS CORPORATION
EXCHANGE OFFER FOR
ANY AND ALL OF THE OUTSTANDING
11 5/8% SENIOR NOTES DUE 2006
AND
11 5/8% SERIES A NOTES DUE 2006
OF
OMNIPOINT CORPORATION
IN EXCHANGE FOR
10 3/8% SENIOR NOTES DUE 2009
OF
VOICESTREAM WIRELESS CORPORATION
AND SOLICITATION OF CONSENTS
TO PROPOSED AMENDMENTS TO THE INDENTURES RELATED TO THE OMNIPOINT NOTES
June 14, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
We are enclosing herewith the materials listed below relating to the offers
(the "Offers") by VoiceStream Wireless Corporation, a Delaware corporation (the
"Offeror"), to exchange its newly registered 10 3/8% Senior Notes due 2009 for
any and all 11 3/8% Senior Notes due 2006 and 11 5/8% Series A Notes due 2006 of
Omnipoint Corporation (collectively, the "Notes") upon the terms and subject to
the conditions set forth in the Prospectus dated June 14, 2000 (as it may be
supplemented from time to time, the "Prospectus").
Concurrently with the Offers, the Offeror is soliciting (the
"Solicitations") consents (the "Consents") from registered holders of Omnipoint
Notes to the adoption of certain proposed amendments (the "Proposed Amendments")
to the indentures governing the Notes. The Offeror has offered to pay to each
holder of Omnipoint Notes who validly tenders and delivers Consents to the
Proposed Amendments to the indentures (and does not revoke such Consent) at or
prior to 5:00 p.m., New York City time, on the Consent Date, the Consent
Payment, with such payment to be made on the Payment Date, if, but only if, such
Notes are accepted for payment pursuant to the terms of the Offers.
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Prospectus.
For your information and for forwarding to your clients, for whom you hold
Notes registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. PROSPECTUS dated June 14, 2000.
2. CONSENT AND LETTER OF TRANSMITTAL for your use and for the
information of your clients, together with Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing
information relating to backup federal income tax withholding.
3. NOTICE OF GUARANTEED DELIVERY to be used to accept the Offers if
the Notes and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date.
4. A printed form of a "TO OUR CLIENTS" letter, including a Letter of
Instructions, which may be sent to your clients for whose accounts you hold
Notes registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offers
and the Solicitations. This form will enable your clients to tender all
Notes and provide Consents with respect to any and all Omnipoint Notes that
they own.
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DTC participants will be able to execute tenders and deliver Consents
through the DTC Automated Tender Offer Program.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Offeror will pay the Exchange Agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith. The Offeror will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of the Prospectus and related documents to
the beneficial owners of Notes. The Offeror will not pay any fees or commissions
to any broker, dealer or other person for soliciting tenders of Notes and
Consents pursuant to the Offers and the Solicitations.
Any questions or requests for assistance or additional copies of the
Prospectus or the Consent and Letter of Transmittal may be directed to
VoiceStream Wireless Corporation, 3650 131st Avenue S.E., Bellevue, Washington
98006, Attention: Investor Relations (425) 653-4600. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offers and the Solicitations.
Very truly yours,
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE OFFEROR, THE EXCHANGE AGENT, THE TRUSTEE
WITH RESPECT TO ANY OF THE NOTES OR OF ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFERS OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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