Exhibit 4.1
CERTIFICATE OF DESIGNATION OF THE POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS THEREOF OF
CONVERTIBLE VOTING PREFERRED STOCK
OF VOICESTREAM WIRELESS CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
VoiceStream Wireless Corporation, a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority conferred upon the
Board of Directors of the Corporation pursuant to its Certificate of
Incorporation, and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, at a meeting duly called and held on July 23, 2000, duly approved
and adopted the following resolution which resolution remains in full force and
effect on the date hereof:
RESOLVED, that pursuant to the authority vested in the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors does hereby designate, create, authorize and provide for the issue of
preferred stock having a par value of $0.001 per share which shall be designated
Convertible Voting Preferred Stock (the "Voting Preferred Stock") consisting of
up to 3,906,250 shares, which shall be issued, pursuant to that certain Stock
Subscription Agreement, dated July 23, 2000, between the Corporation and
Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws
of the Federal Republic of Germany ("DT"), to DT and shall have the powers,
preferences and relative, optional and other special rights, and qualifications,
limitations and restrictions thereon as follows:
1. Powers, Preferences and Rights of the Voting Preferred Stock. The
powers, preferences and rights of the Voting Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:
(a) Ranking. The Voting Preferred Stock shall, with respect to rights on
liquidation, dissolution or winding up, rank senior to the Common Stock and the
Corporation's 21/2% Convertible Junior Preferred Stock, no par value (the
"Junior Preferred Stock") and junior to any series or class of the Corporation's
preferred stock, now or hereafter authorized.
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(b) Dividends and Distributions.
(i) Dividends. The holders of the then outstanding Voting Preferred
Stock shall be entitled to receive out of any funds legally available
therefor, dividends and other distributions in respect of shares of capital
stock at the same rate and at the same time as any dividends declared on or
distributions made in respect of the Common Stock, when, as and if declared
or made by the Board of Directors; provided that, for purposes of this
Section 1(b)(i) only, the holders of the Voting Preferred Stock shall be
deemed to own the number of shares of Common Stock into which such shares
of Voting Preferred Stock are convertible at the time such dividend is
declared or such distribution is made.
(ii) Record Date. The Board of Directors may fix a record date for the
determination of holders of shares of Voting Preferred Stock entitled to
receive payment of the dividends payable pursuant to paragraph (i) above,
which record date shall not be more than 60 days prior to the dividend
payment date.
(c) Certain Restrictions. Notwithstanding the provisions of this
Certificate of Designation, the Corporation may not redeem, purchase or
otherwise acquire any shares of Voting Preferred Stock, if (A) the Corporation
is not solvent or would be rendered insolvent thereby or (B) at such time the
terms and provisions of any law or agreement of the Corporation, including any
agreement relating to its indebtedness, specifically prohibit such redemption,
purchase or other acquisition, or provide that such redemption, purchase or
other acquisition would constitute a violation or breach thereof or a default
thereunder.
(d) Voting Rights.
(i) Except as otherwise required by law or expressly provided in this
paragraph (d), the holders of Voting Preferred Stock shall be entitled to
notice of and to vote at, in person or by proxy, any special or annual
meeting of stockholders, voting together with holders of Common Stock (and
the holders of any other equity securities entitled to vote with the
holders of Common Stock) and not as a separate class. With respect to any
such vote, each share of Voting Preferred Stock shall entitle the holder
thereof to cast one (1) vote per share. Each share of Voting Preferred
Stock shall also have the right to vote provided in paragraph (ii) below
and as provided by law.
(ii) Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of a
majority of the outstanding shares of Voting Preferred Stock present in
person or by proxy, at each special and annual meeting of stockholders
called for the purpose, or by written consent, shall be necessary to
authorize, adopt or approve each amendment to this certificate that would
increase or decrease the par value of the
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shares of Voting Preferred Stock or alter or change the powers, preferences
or rights of the shares of Voting Preferred Stock, provided that in no
event shall the consent or approval of the holders of the outstanding
shares of Voting Preferred Stock be necessary to (A) authorize, increase
the authorized number of shares of or issue (including on conversion or
exchange of any Voting Preferred Stock or exchangeable securities or by
reclassification) any shares of any class or classes of Senior Stock or
Parity Stock or any additional shares of Voting Preferred Stock or (B)
authorize or issue any security convertible into, exchangeable for or
evidencing the right to purchase or otherwise receive any shares of any
class or classes of Senior Stock or Parity Stock. Furthermore, in no event
shall the consent or approval of the holders of the outstanding shares of
Voting Preferred Stock as a class be necessary to approve (I) any
consolidation or merger of the Corporation or any Subsidiary of the
Corporation with or into any other Person, the effect of which would result
in the holders of shares of Voting Preferred Stock receiving in any such
consolidation or merger transaction (i) the consideration which such
holders would have received had such holders exercised the right to convert
such shares into Common Stock or (ii) shares of capital stock of the
surviving Person (or a Person of which such surviving Person is a
Subsidiary), having in respect of such surviving Person or other Person,
substantially the same powers, preferences and relative, participating,
optional, conversion and other special rights, and qualifications,
limitations and restrictions thereon, that the shares of Voting Preferred
Stock had immediately prior to such transaction, (II) the sale, assignment,
transfer, lease, conveyance or any other disposition of all or
substantially all of the assets of the Corporation to any other Person, or
(III) any plan of liquidation, and no such transaction shall be deemed to
constitute an alteration or change of powers, preferences or special rights
of the Voting Preferred Stock within the meaning of Section 151 of the
General Corporation Law of the State of Delaware.
(e) Redemption at Option of Corporation. On and after December 31, 2020,
the Corporation shall have the right to redeem shares of Voting Preferred Stock
at the Redemption Price (as such term is defined below).
(f) Redemption at Option of Holder.
(i) No holder of shares of Voting Preferred Stock shall have any right
to require the Corporation to redeem any shares of Voting Preferred Stock
prior to December 31, 2030 (the "Maturity Date"). Thereafter, at any time
within six months following the Maturity Date but subject to the
restrictions set forth in Section 1(c), each holder of shares of Voting
Preferred Stock shall have the right, at the sole option and election of
such holder, to require the Corporation to redeem all (but not less than
all) of the shares of Voting Preferred Stock owned by
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such holder at a redemption price (the "Redemption Price") per share equal
to the Liquidation Preference;
(ii) The holder of any shares of Voting Preferred Stock may exercise
such holder's right to require the Corporation to redeem such shares by
surrendering for such purpose to the Corporation, at its principal office
or at such other office or agency maintained by the Corporation for that
purpose, certificates representing the shares of Voting Preferred Stock to
be redeemed, accompanied by a written notice stating that such holder
elects to require the Corporation to redeem all (but not less than all) of
such shares in accordance with the provisions of this Section 1(f), which
notice may specify an account for delivery of the Redemption Price;
(iii) Within two (2) Business Days after the surrender of such
certificates, the Corporation shall pay to the holder of the shares being
redeemed the Redemption Price therefor. Such payment shall be made by wire
transfer of immediately available funds to an account designated by such
holder or by overnight delivery (by a nationally recognized courier) of a
bank check to such holder's address as it appears on the books of the
Corporation; and
(iv) Such redemption shall be deemed to have been made at the close of
business on the date of the receipt of such notice and of such surrender of
the certificates representing the shares of the Voting Preferred Stock to
be redeemed, the shares so redeemed shall no longer be deemed outstanding,
the rights to receive dividends thereon shall cease from and after the date
of redemption designated in the notice of redemption, and the rights of the
holder thereof, except for the right to receive the Redemption Price
therefor in accordance herewith, shall cease on such date of receipt and
surrender.
(g) Reacquired Shares. Any shares of the Voting Preferred Stock redeemed or
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
the Corporation's preferred stock and may be reissued as part of a new series of
preferred stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions or restrictions on issuance set forth
herein.
(h) Liquidation, Dissolution or Winding Up.
(i) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntarily or involuntarily, before any distribution
or payment to holders of Common Stock or holders of Junior Preferred Stock,
the holders of shares of Voting Preferred Stock shall be entitled to be
paid an amount
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equal to the Liquidation Preference with respect to each share of Voting
Preferred Stock, and shall then be entitled to no further distribution or
payment.
(ii) If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to
the holders of Voting Preferred Stock shall be insufficient to permit
payment in full to such holders of the sums which such holders are entitled
to receive in such case, then all of the assets available for distribution
to holders of the Voting Preferred Stock shall be distributed among and
paid to such holders ratably in proportion to the amounts that would be
payable to such holders if such assets were sufficient to permit payment in
full.
(iii) Neither the consolidation or merger of the Corporation with or
into any other Person nor the sale or other distribution to another Person
of all or substantially all the assets, property or business of the
Corporation, shall be deemed to be a liquidation, dissolution or winding up
of the Corporation for purposes of this Section 1(h).
(i) Conversion.
(i) Stockholders' Right to Convert. Prior to the termination (if any)
of the Agreement and Plan of Merger, dated as of July 23, 2000, by and
between the Corporation and Deutsche Telekom AG (the "Merger Agreement")
(the date of any such termination of such Merger Agreement being herein
referred to as the "Trigger Date") no holder of shares of Voting Preferred
Stock shall have the right to convert such shares into Common Stock.
Commencing on the first day after the Trigger Date, shares of Voting
Preferred Stock shall be convertible, at the sole option and election of
the holder, into that number of fully paid and nonassessable shares of
Common Stock as shall be equal to the aggregate Liquidation Preference of
the shares of Voting Preferred Stock to be converted, divided by $160.00
(subject to adjustment for stock splits, subdivisions or combinations or
other comparable transactions, the "Conversion Rate"). Notwithstanding any
other term hereof, the outstanding shares of Voting Preferred Stock shall
be convertible into shares of Common Stock only if the Trigger Date occurs.
(ii) No Transfer. No holder shall Transfer any shares of Voting
Preferred Stock prior to the Trigger Date except to a Subsidiary.
(iii) [Intentionally Omitted.]
(iv) Fractional Shares. Notwithstanding any other provision of this
certificate, the Corporation shall not be required to issue fractions of
shares upon conversion of any shares of Voting Preferred Stock or to
distribute certificates which evidence fractional shares. In lieu of
fractional shares, the Corporation
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may pay therefor, at the time of any conversion of shares of Voting
Preferred Stock as herein provided, an amount in cash equal to such
fraction multiplied by $160.00, subject to adjustment for stock splits,
subdivisions or combinations or other comparable transactions.
(v) Reorganization, Reclassification and Merger Adjustment. If there
occurs any capital reorganization or any reclassification of the Common
Stock of the Corporation or the consolidation or merger of the Corporation
with or into another Person (other than a merger or consolidation of the
Corporation in which the Corporation is the continuing corporation and
which does not result in any reclassification or change of outstanding
shares of its Common Stock), and in connection therewith there shall occur
a change in Beneficial Ownership (as such term is defined in Rule 13d-3 of
the Securities Exchange Act of 1934, as amended) of at least 25% of the
outstanding shares of Common Stock of the Corporation, then each share of
Voting Preferred Stock shall be converted into the same kind and amounts of
securities (including shares of stock) or other assets, or both, which were
issuable or distributable to the holders of outstanding Common Stock of the
Corporation upon such reorganization, reclassification, consolidation or
merger, in respect of that number of shares of Common Stock into which such
share of Voting Preferred Stock might have been converted immediately prior
to such reorganization, reclassification, consolidation, merger, sale or
conveyance; and, in any such case, appropriate adjustments (as determined
in good faith by the Board of Directors of the Corporation, whose
determination shall be conclusive) shall be made to assure that the
provisions set forth herein shall thereafter be applicable, as nearly as
reasonably may be practicable, in relation to any securities or other
assets thereafter deliverable upon the conversion of the Voting Preferred
Stock; provided that in the case of any such reorganization,
reclassification, consolidation or merger the shares of Voting Preferred
Stock may be converted into or exchanged for shares of capital stock of the
surviving Person (or a Person of which such surviving Person is a
Subsidiary), having in respect of such surviving Person or other Person,
substantially the same powers, preferences and relative, participating,
optional, conversion and other special rights, and qualifications,
limitations and restrictions thereon, that the shares of Voting Preferred
Stock had immediately prior to such transaction, provided, further, that in
the case of any such reorganization, reclassification, consolidation or
merger which shall not result in a change in Beneficial Ownership (as such
term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of at least 25% of the outstanding shares of Common Stock of the
Corporation, then each such share of Voting Preferred Stock shall be
converted into or exchanged for shares of capital stock of the surviving
Person (or a Person of which such surviving Person is a Subsidiary), having
in respect of such surviving Person or other Person, substantially the same
powers, preferences and relative, participating, optional, conversion and
other special rights, and qualifications,
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limitations and restrictions thereon, that the shares of Voting Preferred
Stock had immediately prior to such transaction.
(vi) Notice of Adjustment. Whenever the securities or other property
deliverable upon the conversion of the Voting Preferred Stock shall be
adjusted pursuant to the provisions hereof, the Corporation shall promptly
give written notice thereof to each holder of shares of Voting Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation and shall forthwith file, at its principal executive office and
with any transfer agent or agents for the Voting Preferred Stock and the
Common Stock, a certificate, signed by the Chairman of the Board, President
or one of the Vice Presidents of the Corporation, and by its Chief
Financial Officer, Treasurer or one of its Assistant Treasurers, stating
the securities or other property deliverable per share of Voting Preferred
Stock calculated to the nearest cent or to the nearest one-hundredth of a
share and setting forth in reasonable detail the method of calculation and
the facts requiring such adjustment and upon which such calculation is
based. Each adjustment shall remain in effect until a subsequent adjustment
hereunder is required.
(vii) Mechanics of Conversion. A Permitted Holder may exercise its
option to convert pursuant to paragraph (i) above by surrendering for such
purpose to the Corporation, at its principal office or such other office or
agency maintained by the Corporation for that purpose, certificates
representing the shares of Voting Preferred Stock to be converted,
accompanied by a written notice stating that such holder elects to convert
such shares in accordance with Section 1(i). The date of receipt of such
certificates and notice by the Corporation at such office shall be the
conversion date (the "Conversion Date"). If required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
a written instrument or instruments of transfer, in form satisfactory to
the Corporation, duly executed by the registered holder or his or its
attorney duly authorized in writing. Within ten (10) Business Days after
the Conversion Date, the Corporation shall issue to such holder a number of
shares of Common Stock into which such shares of Voting Preferred Stock are
convertible pursuant to paragraph (i) above. Certificates representing such
shares of Common Stock shall be delivered to such holder at such holder's
address as it appears on the books of the Corporation.
(viii) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available for issuance upon the conversion of the shares
of Voting Preferred Stock the maximum number of its authorized but unissued
shares of Common Stock as is reasonably anticipated to be sufficient to
permit the conversion of all outstanding shares of Voting Preferred Stock,
and shall take all action required to increase the authorized number of
shares of Common Stock if
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at any time there shall be insufficient authorized but unissued shares of
Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Voting Preferred Stock.
(ix) Termination of Rights. All shares of Voting Preferred Stock which
shall have been surrendered for conversion as herein provided shall no
longer be deemed to be outstanding and all rights with respect to such
shares, including the rights, if any, to receive notices and to vote or to
receive any dividends, shall immediately cease and terminate on the
Conversion Date, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor.
(x) No Conversion Charge or Tax. The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of
Voting Preferred Stock shall be made without charge to the holder of shares
of Voting Preferred Stock for any issue or transfer tax, or other
incidental expense in respect of the issuance or delivery of such
certificates or the securities represented thereby to such holder, all of
which taxes and expenses shall be paid by the Corporation.
(xi) Regulatory Approval. Notwithstanding anything herein to the
contrary, if Federal Communications Commission or other regulatory approval
is required to be obtained prior to the conversion of shares of Voting
Preferred Stock, the Voting Preferred Stock may nevertheless be converted
pursuant to the terms of this Section 1(i), provided, that such conversion
shall not become effective until the close of business on the date of the
receipt of the last of any such approvals and of the surrender of the
certificates representing the shares of the Voting Preferred Stock to be
converted. The Corporation shall provide all reasonable cooperation and
make all necessary filings required to be made by the Corporation in
connection with any such regulatory approval.
(j) Notice of Certain Events. In case the Corporation shall propose at any
time or from time to time (i) to declare or pay any dividend payable in stock of
any class to the holders of Common Stock or to make any other distribution to
the holders of Common Stock, (ii) to offer to the holders of Common Stock rights
or warrants to subscribe for or to purchase any additional shares of Common
Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Stock, (iv) to
effect any consolidation, merger or sale, transfer or other disposition of all
or substantially all of the property, assets or business of the Corporation
which would, if consummated, adjust the securities issuable upon conversion of
shares of Voting Preferred Stock, or (v) to effect the liquidation, dissolution
or winding up of the Corporation, then, in each such case, the Corporation shall
mail to each holder of shares of Voting Preferred Stock, at such holder's
address as it appears on the transfer books of the Corporation, a written notice
of such proposed action, which shall specify (A) the date on which a record is
to be taken for the purpose of such dividend or distribution of rights
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or warrants or, if a record is not to be taken, the date as of which the holders
of shares of Common Stock of record to be entitled to such dividend or
distribution of rights or warrants are to be determined, or (B) the date on
which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective, and such
notice shall be so given as promptly as possible but in any event at least ten
(10) Business Days prior to the applicable record, determination or effective
date, specified in such notice.
2. Redemption of Capital Stock. Notwithstanding any other provision of this
certificate to the contrary, outstanding shares of capital stock of the
Corporation held by Disqualified Holders shall always be subject to redemption
by the Corporation in accordance with the procedure set forth in the next
succeeding sentence of this Section 2, by action of the Board of Directors, if,
in the judgment of the Board of Directors, such action should be taken, pursuant
to the General Corporation Law of the State of Delaware, as amended, or any
other applicable provision of law, to the extent necessary to prevent the loss
or secure the reinstatement of any license or franchise from any governmental
agency held by the Corporation or any of its Subsidiaries to conduct any portion
of the business of the Corporation or any of its Subsidiaries, which license or
franchise is conditioned upon some or all of the holders of the Corporation's
stock possessing prescribed qualifications. Accordingly, notwithstanding
anything to the contrary contained herein, in any such event, the Corporation
shall have the right to convert shares of Voting Preferred Stock into Common
Stock at the Conversion Rate in accordance with the provisions of this
Certificate of Designation to permit the redemption by the Corporation of shares
of Common Stock in accordance with Section 9.1 of the Certificate of
Incorporation of the Corporation to the extent so required to prevent such loss
or secure such reinstatement.
3. Legend. Each certificate evidencing a share of Voting Preferred Stock
shall contain legends substantially to the following effect (and any Transfer of
any such shares shall be subject to the following):
"THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION
THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT THEREUNDER."
Each certificate evidencing a share of Common Stock issued upon
conversion of Voting Preferred Stock shall contain a legend substantially to the
following effect (and any Transfer of any such shares shall be subject to the
following):
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO ANY PERSON OTHER THAN TO CERTAIN AFFILIATES
OF THE REGISTERED HOLDER AND AS PERMITTED BY THE CERTIFICATE
OF DESIGNATION FOR THE SHARES OF VOTING PREFERRED STOCK
REPRESENTED BY THIS CERTIFICATE."
4. Definitions. For the purposes of this certificate, the following terms
shall have the meanings indicated:
"Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled") means
the power to direct or cause the direction of the management and policies of a
Person, directly or indirectly, whether through the ownership of securities or
partnership or other ownership interests, by contract or otherwise.
"Board of Directors" shall mean the Board of Directors of the
Corporation.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in the City of New York or the State of
Washington are authorized or required by law or executive order to close.
"Common Stock" shall mean the common stock of the Corporation, par
value $0.001 per share.
"Conversion Date" has the meaning assigned to such term in Section
1(i)(vii).
"Conversion Rate" has the meaning assigned to such term in Section
1(i)(i).
"Disqualified Holder" shall mean any holder of shares of capital stock
of the Corporation whose holding of such stock, either individually or when
taken together with the holding of shares of capital stock of the Corporation by
any other holders, may result, in the judgment of the Board of Directors, in the
loss of, or the failure to secure the reinstatement of, any license or franchise
from any governmental agency held by the corporation or any of its subsidiaries
or affiliates to conduct any portion of the business of the corporation or any
of its subsidiaries or affiliates.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as it
may be amended, and any successor act thereto.
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"Junior Preferred Stock" shall have the meaning assigned to such term
in Section 1(a).
"Liquidation Preference" shall mean, with respect to each share of
Voting Preferred Stock, $1,280.00 and no more (subject to adjustment for stock
splits, subdivisions or combinations or other comparable transactions with
respect to the Voting Preferred Stock).
"Maturity Date" has the meaning assigned to such term in Section 1(e).
"Parity Stock" shall mean, with respect to shares of Voting Preferred
Stock, any capital stock of the Corporation ranking on a parity with the Voting
Preferred Stock, with respect to dividends, distribution in liquidation or any
other preference, right or power.
"Person" shall mean any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, governmental agency or political subdivision thereof or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.
"Redemption Price" has the meaning assigned to such term in Section
1(f)(i).
"Senior Stock" shall mean, with respect to shares of Voting Preferred
Stock, any capital stock of the Corporation ranking senior to the Voting
Preferred Stock with respect to dividends, distribution in liquidation or any
other preference, right or power.
"Voting Preferred Stock" has the meaning assigned to such term in the
recitals.
"Subsidiary" shall mean, with respect to any Person, a corporation or
other entity of which 50% or more of the voting power of the voting equity
securities or 50% of the equity interests are owned, directly or indirectly, by
such Person.
"Transfer" shall mean, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or constructive sale or
other disposition of such security or the record or beneficial owner thereof,
the offer to make such a sale, transfer, constructive sale or other disposition,
and each agreement arrangement or understanding, whether or not in writing, to
effect any of the foregoing. The term "constructive sale" means a short sale
with respect to such security or substantially identical property, entering into
or acquiring an offsetting derivative contract with respect to such security or
substantially identical property, entering into or acquiring a futures or
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forward contract to delivery such security or substantially identical property
or entering into any transaction that has substantially the same affect as any
of the foregoing.
"Voting Stock" shall mean any class or classes of capital stock, or
securities convertible into or exchangeable for any class of capital stock, of
the Corporation pursuant to which the holders thereof have the general power
under ordinary circumstances to vote with respect to the election of at least a
majority of the Board of Directors of the Corporation, irrespective of whether
or not, at the time, stock of any other class or classes shall have, or might
have, voting power by reason of the happening of any contingency.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VOICESTREAM WIRELESS
CORPORATION
By________________________
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