Exhibit 99.3
AGREEMENT TO BE BOUND
BY VOICESTREAM REGISTRATION RIGHTS AGREEMENT
The undersigned, TDSI Corporation, being the transferee from Telephone
and Data Systems, Inc. ("TDS") of 35,570,493 shares of the common stock, par
value $.001 per share (the "Registrable Securities"), of VoiceStream Wireless
Corporation, a Delaware corporation (the "Company"), as a condition to the
receipt of such Registrable Securities, acknowledges that matters pertaining to
the registration of such Registrable Securities is governed by the Registration
Rights Agreement dated as of May 4, 2000 initially among the Company and TDS as
the original Holder referred to therein (the "Agreement"), and hereby (1)
acknowledges receipt of a copy of the Agreement, and (2) agrees to be bound as a
Holder by the terms of the Agreement, as the same has been or may be amended
from time to time.
Agreed to this 27th day of December, 2000.
TDSI CORPORATION
By: /s/ LeRoy T. Carlson, Jr.
--------------------------------
Name: LeRoy T. Carlson, Jr.
Title: President
Address for notice:
TDSI Corporation
c/o Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-630-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
