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AGREEMENT
AGREEMENT, dated as of June 23, 1999, by and among OMNIPOINT
CORPORATION, a Delaware corporation ("Omnipoint"), VOICESTREAM WIRELESS
CORPORATION, a Washington corporation ("VoiceStream"), the individuals and
entities set forth on Schedule I hereto (each, an "Omnipoint Stockholder" and,
collectively, the "Omnipoint Stockholders") and the individuals and entities set
forth on Schedule II hereto (each, a "VoiceStream Stockholder" and,
collectively, the "VoiceStream Stockholders").
WHEREAS, concurrently herewith, each of Omnipoint and
VoiceStream are entering into an Agreement and Plan of Reorganization (the
"Reorganization Agreement") pursuant to which, among other things, wholly owned
subsidiaries of VoiceStream Wireless Holding Corporation, a Delaware corporation
("Newco"), will be merged with and into each of Omnipoint and VoiceStream (such
mergers, together with the related transactions contemplated in the
Reorganization Agreement, being referred to herein collectively as the
"Merger");
WHEREAS, each Omnipoint Stockholder is the beneficial owner of
the number of shares of Omnipoint Common Stock set forth opposite such Omnipoint
Stockholder's name in Schedule I hereto (the "Omnipoint Shares");
WHEREAS, each VoiceStream Stockholder is the beneficial owner
of the number of shares of VoiceStream Common Stock set forth opposite such
VoiceStream Stockholder's name in Schedule II hereto (the "VoiceStream Scheduled
Shares");
WHEREAS, approval of the Reorganization Agreement by each of
Omnipoint's and VoiceStream's stockholders is a condition to the consummation of
the Merger; and
WHEREAS, as a condition to its entering into the
Reorganization Agreement, (i) VoiceStream has required that each Omnipoint
Stockholder agree, and each Omnipoint Stockholder has agreed, to enter into this
Agreement, and (ii) Omnipoint has required that each VoiceStream Stockholder
agree, and each VoiceStream Stockholder has agreed, to enter into this
Agreement;
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. Capitalized terms used herein and not
otherwise defined have the meaning ascribed to such term in the Reorganization
Agreement.
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Section 2. Agreement to Vote by Omnipoint Stockholders.
(a) Each Omnipoint Stockholder hereby agrees to attend the
Omnipoint Stockholders' Meeting, in person or by proxy, and to vote (or cause to
be voted) all Omnipoint Shares, and any other voting securities of Omnipoint,
beneficially owned by such Omnipoint Stockholder (whether issued heretofore or
hereafter) that such Omnipoint Stockholder owns or has the right to vote, (i) in
favor of adoption and approval of the Reorganization Agreement and the Merger
and any other matters necessary to consummate the transactions contemplated in
the Reorganization Agreement and (ii) against any Alternative Proposal or
Superior Proposal; such agreement to vote shall apply also to any adjournment or
adjournments of the Omnipoint Stockholders' Meeting.
(b) From and after the date hereof through the earlier of the
Effective Time or the termination of the Reorganization Agreement, each
Omnipoint Stockholder (other than with respect to any distribution by Madison
Dearborn Capital Partners, L.P. of its Omnipoint Shares to its partners) hereby
agrees not to sell, transfer, pledge, encumber or otherwise dispose of
(collectively, "Transfer") in the aggregate and whether in a single transaction
or a series of unrelated transactions more than thirty (30%) percent of the
Omnipoint Shares beneficially owned by such Omnipoint Stockholder on the date
hereof, unless, as a condition to any such Transfer, each transferee (or, in the
case of a pledge or similar transfer, each pledgee or similar conditional
transferee) of any shares in excess of thirty (30%) percent of the Omnipoint
Shares beneficially owned by such Omnipoint Stockholder shall, prior to such
Transfer (or, in the case of a pledge or similar Transfer, prior to taking title
to or exercising any rights with respect to the applicable Omnipoint Shares),
agree in writing to be bound by all of the provisions of this Agreement
applicable to the Omnipoint Stockholders (and such transferee shall thereby
become an Omnipoint Stockholder for all purposes of this Agreement), except that
such Transferee shall not be entitled to Transfer any such shares unless all
transferees of all shares so transferred agree to be bound by the terms of
Section 2(a) hereof and such Transferee (and such Transferee's transferees)
shall not be entitled to the benefits of the exception applicable to the
Omnipoint Stockholders with respect to 30% of the Omnipoint Shares beneficially
owned by them. Any Transfer of such shares and securities without compliance
with such provisions of this Agreement shall be null and void and such
transferee shall have no rights as a stockholder of Omnipoint.
(c) To the extent inconsistent with the foregoing provisions
of this Section 2, each Omnipoint Stockholder hereby revokes any and all
previous proxies with respect to such Omnipoint Stockholder's Omnipoint Shares
or any other voting securities of Omnipoint.
Section 3. Agreement to Vote by VoiceStream Stockholders.
(a) Each VoiceStream Stockholder hereby agrees to attend the
VoiceStream Stockholders' Meeting, in person or by proxy, and to vote (or cause
to be voted) all VoiceStream Scheduled Shares owned by such VoiceStream
Stockholder at the time of the VoiceStream
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Stockholders' Meeting in favor of adoption and approval of the Reorganization
Agreement, the Merger and the Xxxxxxxxx Transaction and any other matters
necessary to consummate the transactions contemplated in the Reorganization
Agreement; such agreement to vote shall apply also to any adjournment or
adjournments of the VoiceStream Stockholders' Meeting.
(b) From and after the date hereof through the earlier of the
Effective Time or the termination of the Reorganization Agreement, each
VoiceStream Stockholder (other than with respect to any distribution by Xxxxxxx
& Xxxxxxxx Capital Partners II, L.P., H&F Orchard Partners, L.P., H&F
International Partners, L.P., GS Capital Partners, L.P., Bridge Street Fund
1992, L.P., Stone Street Fund 1992, L.P. or Providence Media Partners L.P. of
their VoiceStream shares to their partners) hereby agrees not to Transfer in the
aggregate and whether in a single transaction or a series of unrelated
transactions more than (30%) percent of the VoiceStream Scheduled Shares,
unless, as a condition to any such Transfer, each transferee (or, in the case of
a pledge or similar transfer, each pledgee or similar conditional transferee) of
any shares in excess of thirty (30%) percent of the VoiceStream Scheduled
Shares, prior to such Transfer (or, in the case of a pledge or similar transfer,
prior to taking title to or exercising any rights with respect to the applicable
VoiceStream Scheduled Shares), agree in writing to be bound by all of the
provisions of this Agreement applicable to the VoiceStream Stockholders (and
such transferee shall thereby become a VoiceStream Stockholder for all purposes
of this Agreement), except that such Transferee shall not be entitled to
Transfer any such shares unless all transferees of all shares so transferred
agree to be bound by the terms of Section 3(a) hereof and such Transferee (and
such Transferee's transferees) shall not be entitled to the benefits of the
exception applicable to the VoiceStream Stockholders with respect to 30% of the
VoiceStream Scheduled Shares. Any Transfer of such shares and securities without
compliance with such provisions of this Agreement shall be null and void and
such transferee shall have no rights as a stockholder of VoiceStream.
(c) To the extent inconsistent with the foregoing provisions
of this Section 3, each VoiceStream Stockholder hereby revokes any and all
previous proxies with respect to such VoiceStream Stockholder's VoiceStream
Scheduled Shares.
Section 4. Amendment of Existing VoiceStream Voting Agreement.
The VoiceStream Stockholders are parties to a Voting
Agreement, dated May 3, 1999 ("VoiceStream Voting Agreement"), pursuant to which
they have agreed to vote their VoiceStream Scheduled Shares owned by each of
them at the time of such vote in favor of directors designated by such
VoiceStream Stockholders. Effective on the Effective Time the VoiceStream
Stockholders shall terminate the VoiceStream Voting Agreement and enter into a
new Voting Agreement ("Newco Voting Agreement") with the Omnipoint Stockholders
on terms mutually satisfactory to the VoiceStream Stockholders and the Omnipoint
Stockholders, pursuant to which the voting arrangements which existed under the
VoiceStream Voting Agreement will apply to Newco and the provisions of Section
6.1 of the Securities Purchase Agreement, of even date herewith, between
VoiceStream and Omnipoint, will also be effectuated.
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Section 5. Representations and Warranties of VoiceStream and
Omnipoint.
(a) VoiceStream represents and warrants to Omnipoint and each
Omnipoint Stockholder as follows: (i) each of this Agreement and the
Reorganization Agreement has been approved by the Board of Directors of
VoiceStream and (ii) each of this Agreement and the Reorganization Agreement has
been duly executed and delivered by VoiceStream and constitutes its valid and
binding agreement, enforceable against it 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.
(b) Omnipoint represents and warrants to VoiceStream and each
VoiceStream Stockholder as follows: (i) each of this Agreement and the
Reorganization Agreement has been approved by the Board of Directors of
Omnipoint and (ii) each of this Agreement and the Reorganization Agreement has
been duly executed and delivered by Omnipoint and constitutes its valid and
binding agreement, enforceable against it 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.
Section 6. Representations and Warranties of the Omnipoint
Stockholders and VoiceStream Stockholders.
(a) Each Omnipoint Stockholder, severally, as to such
Omnipoint Stockholder, represents and warrants to VoiceStream as follows: (i)
this Agreement has been duly executed and delivered by such Omnipoint
Stockholder and constitutes its valid and binding agreement, enforceable against
it 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 (ii) the Omnipoint Shares
listed next to the name of such Omnipoint Stockholder on Schedule I hereto are
the only voting securities of Omnipoint owned (beneficially or of record) by it.
(b) Each VoiceStream Stockholder, severally, as to such
VoiceStream Stockholder, represents and warrants to Omnipoint that this
Agreement has been duly executed and delivered by such VoiceStream Stockholder
and constitutes its valid and binding agreement, enforceable against it 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.
Section 7. Effectiveness and Termination. It is a condition
precedent to the effectiveness of this Agreement that the Reorganization
Agreement shall have been executed and delivered and be in full force and
effect. In the event the Reorganization Agreement is terminated in accordance
with its terms, this Agreement shall automatically terminate and be of no
further force
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or effect. 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) Notices, Etc. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given,
if to VoiceStream, to it at:
3650 000 Xxxxxx XX
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
if to any VoiceStream Stockholder, to it at the address set
forth on Schedule II hereto;
if to Omnipoint, to it at:
Omnipoint Corporation
0 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Fax: 000-000-0000
with a copy to:
Piper & Marbury L.L.P.
0000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx X. Xxxxxx, Xx., Esq.
Fax: (000) 000-0000
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if to any Omnipoint Stockholder, to it at the address set forth
on Schedule I hereto;
or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5 p.m. on a Business Day,
in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding Business Day
in the place of receipt.
(b) Amendments; No Waivers. (i) Subject to applicable law, any
provision of this Agreement may be amended or waived, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement or, in the case of a waiver, by each party against
whom the waiver is to be effective.
(ii) No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
(c) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the parties and their
respective successors and assigns, including, without limitation, in the case of
any corporate party hereto any corporate successor by merger or otherwise, and
in the case of any individual party hereto any trustee, executor, heir, legatee
or personal representative succeeding to the ownership of such party's shares of
Omnipoint Common Stock or other securities subject to this Agreement.
Notwithstanding any Transfer of shares of Omnipoint Common Stock the transferor
shall remain liable for the performance of all obligations under this Agreement
of transferor.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law rules of such State.
(e) Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby shall be brought in
any federal court located in the State of Delaware or any Delaware state court,
and each of the parties hereby consents to the exclusive jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each
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party agrees that service of process on such party as provided in Section 6(e)
shall be deemed effective service of process on such party.
(f) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(g) Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. No provision of
this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.
(h) Entire Agreement. This Agreement, together with the
Reorganization Agreement, constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to such subject matter.
(i) Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
(j) Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
(k) Specific Performance. The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
any federal court located in the State of Delaware or any Delaware state court,
in addition to any other remedy to which they are entitled at law or in equity.
(l) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not
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alternative, and the exercise or beginning of the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
(m) Limitation on Liability. No party hereto shall have any
liability hereunder for any actions or omissions of any other party hereto.
(n) Expenses. Each party hereto shall bear its own expenses
incurred in connection with this Agreement.
(o) Further Assurances. Each party hereto agrees that such party
shall execute and deliver such additional instruments and other documents and
shall take such further actions as may be necessary or appropriate to
effectuate, carry out and comply with all of their obligations under this
Agreement. Without limiting the generality of the foregoing, none of the parties
hereto shall enter into any agreement or arrangement (or alter, amend or
terminate any existing agreement or arrangement) if such action would impair the
ability of any party to effectuate, carry out or comply with all the terms of
this Agreement.
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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:
OMNIPOINT CORPORATION
By:
-------------------------------
Name:
Title:
VOICESTREAM STOCKHOLDERS:
Xxxxxxx & Xxxxxxxx Capital Partners II, L.P.,
a California limited partnership
By: Xxxxxxx & Xxxxxxxx Investors, L.P., its
general partner
By: Xxxxxxx & Xxxxxxxx Investors, Inc.,
its general partner
By:
-------------------------------
Name:
Title:
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H&F Orchard Partners, L.P., a California
limited partnership
By: H&F Orchard Investors, L.P., its
general partner
By: H&F Orchard Investors, Inc., its
general partner
By:
-------------------------------
Name:
Title:
H&F International Partners, L.P., a
California limited partnership
By: H&F International Investors, L.P.,
its general partner
By: H&F International Investors, Inc.,
its general partner
By:
-------------------------------
Name:
Title:
-----------------------------------------
Xxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxxx
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PN Cellular, Inc.
By:
-------------------------------
Name:
Title:
Xxxxxxx Family Trust
By:
-------------------------------
Name: , Trustee
Xxxxxxx Communications Corporation
By:
-------------------------------
Name:
Title:
GS Capital Partners, L.P.
By: GS Advisors L.P., General Partner
By: GS Advisors, Inc., General Partner
By:
-------------------------------
Name:
Title:
The Xxxxxxx Sachs Group, Inc.
By:
-------------------------------
Name:
Title:
00
Xxxxxx Xxxxxx Xxxx 0000, L.P.
By: Stone Street Performance Corp.,
Managing General Partner
By:
-------------------------------
Name:
Title:
Xxxxx Xxxxxx Xxxx 0000, X.X.
By: Stone Street Performance Corp.,
General Partner
By:
-------------------------------
Name:
Title:
Providence Media Partners L.P.
By: Providence Media G.P. Limited
Partnership, General Partner
By: Providence Ventures L.P., General
Partner
By:
-------------------------------
Name:
Title:
00
Xxxxxxxxx Xxxxxxxxxxxxxxxxxx Xxxxxxxx
(XXX) Limited
By:
-------------------------------
Name:
Title:
Xxxxxxxxx Telecommunications PCS (USA)
Limited
By:
-------------------------------
Name:
Title:
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OMNIPOINT STOCKHOLDERS:
[TO BE PROVIDED]
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SCHEDULE I
OMNIPOINT STOCKHOLDERS
NAME AND ADDRESS OF STOCKHOLDER NUMBER OF OMNIPOINT SHARES
------------------------------- --------------------------
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SCHEDULE II
VOICESTREAM STOCKHOLDERS
NAME AND ADDRESS OF STOCKHOLDER NUMBER OF VOICESTREAM
SCHEDULED SHARES
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Xxxxxxx & Xxxxxxxx Capital Partners II, L.P. 6,592,285
c/o Hellman & Xxxxxxxx LLC
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx
Fax: 000-000-0000
H&F Orchard Partners, L.P. 589,693
c/o Hellman & Xxxxxxxx
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx
Fax: 000-000-0000
H&F International Partners, L.P. 117,019
c/o Hellman & Xxxxxxxx
Xxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx
Fax: 000-000-0000
Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxxx 3,192,774
c/o VoiceStream Wireless Corporation
0000 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Fax: 000-000-0000
PN Cellular, Inc. 1,686,069
c/o VoiceStream Wireless Corporation
0000 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Fax: 000-000-0000
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NAME AND ADDRESS OF STOCKHOLDER NUMBER OF VOICESTREAM
SCHEDULED SHARES
------------------------------- ---------------------
Xxxxxxx Family Trust 164,437
c/o VoiceStream Wireless Corporation
0000 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Fax: 000-000-0000
Xxxxxxx Communications Corporation 1,274,520
c/o VoiceStream Wireless Corporation
0000 000xx Xxxxxx X.X., Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Fax: 000-000-0000
GS Capital Partners, L.P. 8,986,738
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
The Xxxxxxx Sachs Group, Inc. 68,821
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
Xxxxxx Xxxxxx Xxxx 0000, X.X. 273,069
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
Stone Street Fund 1992, L.P. 470,401
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
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NAME AND ADDRESS OF STOCKHOLDER NUMBER OF VOICESTREAM
SCHEDULED SHARES
------------------------------- ---------------------
Providence Media Partners L.P. 2,640,049
c/o Providence Ventures, Inc.
000 Xxxxx Xxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxxxxx Xxxxxx
Fax: 000-000-0000
Xxxxxxxxx Telecommunications PCS (USA) Limited 19,010,364
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
and:
c/x Xxxxxxxxx Telecommunications Limited
00xx Xxxxx, Xxxxxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxx Xxxx
Attention: Xx. Xxxxx Xxxx
Fax: 000-0000-0000
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NAME AND ADDRESS OF STOCKHOLDER NUMBER OF VOICESTREAM
SCHEDULED SHARES
------------------------------- ---------------------
Xxxxxxxxx Telecommunications Holdings (USA) Limited 3,888,888
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
and:
c/x Xxxxxxxxx Telecommunications Limited
00xx Xxxxx, Xxxxxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxx Xxxx
Attention: Xx. Xxxxx Xxxx
Fax: 000-0000-0000
