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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 2 1/2% 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 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
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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 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
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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 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
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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 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
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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, 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
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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 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
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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 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
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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):
"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.
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"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.
"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.
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"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
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 Corporation has caused this Certificate
of Designation to be duly executed by the Secretary of the Corporation as of
August 30, 2000.
VOICESTREAM WIRELESS
CORPORATION
By /s/ Alan R. Bender
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Alan R. Bender,
Executive Vice President