EXHIBIT 4.5
This security (or its predecessor) has not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be
offered, sold, pledged or otherwise transferred, except as set forth in the next
sentence hereof. By its acquisition hereof or of a beneficial interest herein,
the holder: (1) represents that it is a "Qualified Institutional Buyer" (as
defined in Rule 144A under the Securities Act) (a "QIB"), (2) agrees that it
will not resell or otherwise transfer this security except (a) to the Company or
any of its subsidiaries, (b) to a person whom the seller reasonably believes is
a QIB purchasing for its own account or for the account of a QIB in a
transaction meeting the requirements of Rule 144A, (c) in an offshore
transaction meeting the requirements of Rule 904 of the Securities Act, (d) in a
transaction meeting the requirements of Rule 144 under the Securities Act, (e)
in accordance with another exemption from the registration requirements of the
Securities Act (and based upon opinion of counsel acceptable to the Company) or
(f) pursuant to an effective registration statement and, in each case, in
accordance with the applicable securities laws of any state of the United States
or any other applicable jurisdiction and (3) agrees that it will deliver to each
person to whom this security or an interest herein is transferred a notice
substantially to the effect of this legend.
Unless this certificate is presented by an authorized representative of The
Depositary Trust Company, a New York corporation ("DTC"), to the agent
authorized by the issuer for the registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co. has an interest herein.
Number DEPOSITARY SHARES
(each representing
1/20th of one share
7% Cumulative Convertible Preferred Stock)
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
REPRESENTING 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
OMNIPOINT CORPORATION 68212D 30 0
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN
DEFINITIONS AND INFORMATION
Marine Midland Bank, as Depositary
(the "Depositary"), hereby certifies that Cede & Co.
is the registered owner of DEPOSITARY SHARES,
("Depositary Shares"), each Depositary Share representing one twentieth of one
share of 7% Cumulative Convertible Preferred Stock, par value $0.01, of
Omnipoint Corporation, a Delaware corporation (the "Corporation"), on deposit
with the Depositary, subject to the terms and entitled to the benefits of the
Deposit Agreement dated as of May 6, 1998 (the "Deposit Agreement"), between the
Corporation and the Depositary. By accepting this Depositary Receipt the holder
hereof becomes a party to and agrees to be bound by all the terms and conditions
of the Deposit Agreement. This Depositary Receipt shall not be valid or
obligatory for any purpose or entitled to any benefits under the Deposit
Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if executed in facsimile by the
Depositary, countersigned by a
Registrar in respect of the Depositary Receipts by the manual signature of a
duly authorized officer thereof.
All Depositary Shares evidenced by this Depositary Receipt and all increases and
decreases of the number of Depositary Shares and the respective dates thereof
shall be endorsed by the holder or any appointed custodian hereof on the
schedule attached hereto and made a part hereof, or on a continuation thereof
which shall be attached hereto and made a part hereof.
Dated: May 6, 1998
Marine Midland Bank
Depositary
By
THE ADDRESS OF THE PRINCIPAL CORPORATE TRUST OFFICE
OF THE DEPOSITARY IS 000 XXXXXXXX, 00XX XXXXX,
XXX XXXX, XXX XXXX 00000
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OMNIPOINT CORPORATION
OMNIPOINT CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER
WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE DEPOSITARY NAMED AND AT THE ADDRESS SET FORTH ON THE FACE OF
THIS RECEIPT.
____________________________________________
The following abbreviations when used in the instruc tions on the
face of this receipt shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenant in common UNIF GIFT MIN ACT -______Custodian ________
(Cust) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of
survivorship and not as _____________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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Depositary Shares represented by the within Receipt, and do hereby
irrevocably constitute and appoint ____________________________ Attorney to
transfer the said Depositary Shares on the books of the within named Depositary
with full power of substitution in the premises.
Dated:_________________
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NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.
NOTICE OF CONVERSION
The undersigned holder of this Receipt hereby irrevocably exercises the option
to convert _____ shares of 7% Cumulative Convertible Preferred Stock represented
by this Receipt into shares of Common Stock (and any other applicable securities
or property) of the Company. In accordance with the terms of and conditions of
the 7% Cumulative Convertible Preferred Stock and further as provided in the
Deposit Agreement, and directs that the shares of
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Common Stock deliverable upon such conversion be registered in the name of and
delivered, together with a check in payment for any fractional share and any
other property deliverable upon such conversion, to the undersigned unless a
different name has been indicated below. If securities are to be registered in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. If the number of shares of 7%
Cumulative Convertible Preferred Stock indicated above is less than the number
of shares of 7% Cumulative Convertible Preferred Stock on deposit in respect of
this Receipt the undersigned directs that the Depositary issue to the
undersigned, unless a different name is indicated below, a new Receipt
evidencing the 7% Cumulative Convertible Preferred Stock for the balance of the
shares of 7% Cumulative Convertible Preferred Stock not to be converted.
Dated:___________________
Signature:_________________________________
NOTE: The above signature should correspond
exactly with the name on the face of this
Receipt or with the name of the assignee
appearing in the assignment form
(Please print name and address of registered holder)
Name:___________________________________________________________________________
Address:________________________________________________________________________
(Please indicate other delivery instructions, if applicable)
Name:___________________________________________________________________________
Address:________________________________________________________________________
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SCHEDULE OF EXCHANGES/CONVERSIONS OF DEPOSITARY SHARES
The following exchanges or conversions of a part of this Depositary Receipt
have been made:
Number of Depositary Number of
Shares Exchanged for 7% Depositary Number of Signature of
Date of Cumulative Convertible Shares Converted to Depositary Authorized
Exchange/Conversion Preferred Stock Common Stock Shares Remaining Signatory of Custodian
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