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                                                                   EXHIBIT 10.1


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                          SECURITIES PURCHASE AGREEMENT

                                  by and among

                        VOICESTREAM WIRELESS CORPORATION,

                 HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED

                                       and

                              OMNIPOINT CORPORATION

                            Dated as of June 23, 1999





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                          SECURITIES PURCHASE AGREEMENT

               SECURITIES PURCHASE AGREEMENT, dated as of June 23, 1999 (the
"Agreement"), by and among Omnipoint Corporation, a Delaware corporation
("Issuer"), VoiceStream Wireless Corporation, a Washington corporation
("VoiceStream") and Hutchison Telecommunications PCS (USA) Limited, a British
Virgin Islands corporation ("HPCS"). VoiceStream and HPCS are sometimes referred
to herein individually as a "Purchaser" and collectively as the "Purchasers".

                              W I T N E S S E T H :

               WHEREAS, upon the terms and conditions set forth in this
Agreement, Issuer has determined to issue and sell, and Purchasers have
determined to purchase, 12,500 shares of Issuer's Series A Non-Voting
Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").

               WHEREAS, concurrently herewith, Issuer 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 ("VWHC"), will
be merged with and into each of Issuer and VoiceStream; and

               WHEREAS, it is a condition to the purchase and sale of the
Preferred Stock hereunder that the Reorganization Agreement continue to be in
full force and effect on the initial closing date of such purchase and sale of
Preferred Stock.

               NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises hereinafter set forth, the parties hereby agree as
follows:

I       DEFINITIONS

        SECTION 1.1 (a) Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to such term in the Reorganization Agreement.

               (b) The following terms as used herein have the following
meanings:

               "Anniversary" means each one-year period measured from the date
of this Agreement.

               "Common Stock" means the Common Stock, par value $0.01 per
share, of Issuer.

               "Registrable Securities" means (i) shares of Common Stock
beneficially owned by Purchasers and (ii) shares of Common Stock issued to
Purchasers upon the conversion of shares of Preferred Stock and, in each case,
any shares into which such shares are subdivided, combined or otherwise
converted by Issuer.

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               "Securities Act" means the Securities Act of 1933, as amended.

               (c) Each of the following terms is defined in the Section set
forth opposite such term:

<TABLE>
<S>                                                                   <C>
               Agreement..............................................Preamble
               Company Indemnitee.......................................7.8(b)
               Demand Registration......................................7.1(a)
               HPCS...................................................Preamble
               Indemnified Party..........................................11.3
               Initial Closing.............................................3.1
               Initial Closing Date........................................3.1
               Initial Shares..............................................2.1
               Issuer.................................................Preamble
               Losses.....................................................11.3
               Maturity....................................................2.5
               Offerors.................................................7.1(a)
               Other Registrable Securities.............................7.1(a)
               Preferred Stock........................................Preamble
               Purchaser..............................................Preamble
               Purchaser Indemnitee.....................................7.8(a)
               Reduced Conversion Price....................................2.4
               Registration Expenses....................................7.7(a)
               Remaining Preferred Shares..................................2.5
               Reorganization Agreement...............................Preamble
               Subsequent Closing..........................................3.2
               Subsequent Closing Date.....................................3.2
               Subsequent Shares...........................................2.2
               VWHC...................................................Preamble
               VoiceStream............................................Preamble
</TABLE>

               (d) Unless the context otherwise requires, the terms defined in
this Article I or elsewhere in this Agreement shall have the meanings herein
specified for all purposes of this Agreement, applicable to both the singular
and plural forms of any of the terms defined herein. When a reference is made in
this Agreement to a Section, Article, Exhibit or Schedule such reference shall
be to a Section, Article, Exhibit or Schedule, respectively, of this Agreement
unless otherwise indicated. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." The use of any gender herein shall be deemed to
include the neuter, masculine and feminine genders wherever necessary or
appropriate.

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II      PURCHASE AND SALE OF PREFERRED STOCK

        SECTION 2.1 Initial Closing. Subject to the terms and conditions of this
Agreement, at the Initial Closing, Issuer will issue, sell and deliver 4,271
shares of Preferred Stock to VoiceStream and 4,271 shares of Preferred Stock to
HPCS (collectively, the "Initial Shares") for a purchase price of $24,000 per
share payable to Issuer on the Initial Closing Date.

        SECTION 2.2 Subsequent Closing. Subject to the terms and conditions of
this Agreement, at the Subsequent Closing, Issuer will issue, sell and deliver
1,979 shares of Preferred Stock to VoiceStream and 1,979 shares of Preferred
Stock to HPCS (collectively, the "Subsequent Shares"), for a purchase price of
$24,000 per share payable to Issuer on the Subsequent Closing Date.

        SECTION 2.3 Use of Proceeds. Issuer shall use the proceeds from the sale
of the Initial Closing Shares and the Subsequent Closing Shares for working
capital purposes.

        SECTION 2.4 Terms of Preferred Stock. The Preferred Stock is convertible
at any time or from time to time into Common Stock at the conversion price of
$24 per share of Common Stock; provided, however, that the conversion price
shall be reduced to $18.50 per share of Common Stock (the "Reduced Conversion
Price") if the mergers contemplated by the Reorganization Agreement are not
consummated and are terminated by reason of (i) a breach by Issuer of its
covenants, agreements or obligations under the Reorganization Agreement or (ii)
any representation or warranty of Issuer under the Reorganization Agreement
being untrue in any material respect; provided, however, that conversion may not
occur until any applicable waiting period under the Hart-Scott- Rodino Antitrust
Improvements Act of 1976, as amended, relating to the transactions contemplated
hereby shall have expired or been terminated. In the event that the conversion
of the Preferred Stock into Common Stock occurs at the Reduced Conversion Price,
the number of shares of Preferred Stock so converted shall not exceed that
number of shares which may be converted into Common Stock in accordance with the
regulations and rulings of the Federal Communications Commission ("FCC") and
applicable law. In the event that, after giving effect to such conversion at the
Reduced Conversion Price, there are shares of Preferred Stock remaining which
could not be so converted (such remaining amount, the "Remaining Preferred
Shares"), the Remaining Preferred Shares shall, at the option of Purchasers,
either remain outstanding or be redeemed by Issuer through the issuance of
indebtedness to the Purchasers. Such indebtedness shall be senior unsecured debt
of Issuer, shall bear interest at an annual rate of 7%, and shall mature on
September 30, 2006 (the "Maturity"). There shall be no payments of interest or
principal on such debt until the Maturity. Such debt shall not contain any
covenants (other than the obligation to repay in accordance with the terms
thereof) and shall only be accelerated upon a bankruptcy or insolvency event of
Issuer or upon acceleration of Issuer's high yield indebtedness. In the event
that the Remaining Preferred Shares (or the indebtedness which was issued in
order to redeem the Remaining Preferred Shares) can, in accordance with the
regulations and rulings of the FCC and applicable law, be converted into
Common Stock then the Purchasers may convert such Remaining Preferred Shares or
indebtedness into Common Stock.

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III     CLOSINGS

        SECTION 3.1 Time and Place of Initial Closing. Subject to the conditions
set forth in Section 9.1, the closing of the transactions contemplated by
Section 2.1 (the "Initial Closing") shall take place at the offices of Friedman
Kaplan & Seiler LLP, 875 Third Avenue, New York, New York, at 10:00 a.m. local
time on the date hereof (the "Initial Closing Date"). At the Initial Closing,
Issuer shall deliver to Purchasers duly executed and issued stock certificates
evidencing the Initial Shares purchased thereby against payment of the purchase
price therefor by wire transfer of immediately available funds to the account
specified therefor by Issuer, one-half of which purchase price shall be paid on
the Initial Closing Date and one-half of which shall be paid on the first
Business Day following the Initial Closing Date.

        SECTION 3.2 Time and Place of Subsequent Closing. The closing of the
transactions contemplated by Section 2.2 (the "Subsequent Closing") shall take
place at the offices of Friedman Kaplan & Seiler LLP, 875 Third Avenue, New
York, New York, at 10:00 a.m. local time on October 1, 1999, provided that the
conditions set forth in Section 9.3 are satisfied, or such later date on which
the conditions set forth in Section 9.3 are satisfied (such earlier date, the
"Subsequent Closing Date") or waived by Purchasers or at such other place and/or
time and/or on such other date as the parties may agree; provided, however, that
if the Subsequent Closing Date has not occurred on or before December 31, 1999,
Purchasers' obligations hereunder may be terminated by Purchasers. In the event
the Reorganization Agreement has been terminated as a result of a breach of such
Reorganization Agreement by Issuer, Purchasers shall have the right but not the
obligation to acquire the Subsequent Shares. At the Subsequent Closing, Issuer
shall deliver to Purchasers duly executed and issued stock certificates
evidencing the Subsequent Shares purchased thereby against payment of the
purchase price therefor by wire transfer of immediately available funds to the
account specified therefor by Issuer.

IV      REPRESENTATIONS AND WARRANTIES OF ISSUER

        SECTION 4.1 Representations and Warranties of Issuer.

               (a) Incorporation of Representations and Warranties in
Reorganization Agreement. The representations and warranties of Issuer set forth
in Section 4 of the Reorganization Agreement (together with the Disclosure
Schedule) are hereby incorporated herein by reference, and are hereby made by
Issuer to Purchasers as of the date hereof and the Initial Closing Date, in
their entirety with the same force and effect.

               (b) Additional Representations and Warranties. Issuer hereby
represents and warrants to Purchasers as of the date hereof, the Initial Closing
Date and the Subsequent Closing Date that the shares of Preferred Stock being
issued to Purchasers hereunder, when issued and paid for pursuant to the terms
of this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will be free and clear of any Liens, and shall not be subject
to any preemptive rights of the holders of any other class or series of the
capital stock of Issuer. The shares of Common

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Stock issued upon conversion of the Preferred Stock, when issued pursuant to the
terms thereof, will be validly issued, fully paid and nonassessable, and will be
free and clear of any Liens.

               (c) Power and Authority; No Violation. The Issuer has full power
and authority to execute, deliver and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby. This Agreement
and all transactions contemplated hereby have been duly and validly authorized
by all necessary action on the part of Issuer and this Agreement constitutes a
legal, valid and binding obligation of Issuer enforceable in accordance with its
terms except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to enforcement of
creditors' rights generally. Neither the execution, delivery or performance of
this Agreement nor the consummation of the transactions contemplated hereby by
Issuer will, with or without the giving of notice or the passage of time, or
both, (i) conflict with, result in a default or loss of rights (or give rise to
any right of termination, cancellation or acceleration) under, or result in the
creation of any Lien, pursuant to (A) any provision of the certificate of
incorporation, by-laws, stockholders agreements or other constituent documents
of Issuer; (B) any material note, bond, indenture, mortgage, deed of trust,
contract, agreement, lease or other instrument or obligation to which Issuer is
a party or by which Issuer or its property may be bound or affected; or (C) any
law, order, judgment, ordinance, rule, regulation or decree to which Issuer is a
party or by which it or its property is bound or affected; or (ii) give rise to
any right of first refusal or similar right with respect to any interest, or any
properties or assets, of Issuer. No permit, consent, approval, authorization,
qualification or registration of, or declaration to or filing with any
governmental or regulatory authority or agency or third party is required to be
obtained or made by Issuer in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby or thereby
in order to (A) render this Agreement or the transactions contemplated hereby or
thereby valid and effective and (B) enable Issuer to sell the Purchased Shares
(including shares of Common Stock into which such shares may be converted).

               (d) Legal Matters. There is no claim, legal action, counterclaim,
suit, arbitration, governmental investigation or other legal, administrative or
tax proceeding, nor any order, decree or judgment, in progress or pending, or to
the knowledge of Issuer threatened, against or relating to the right of Issuer
to perform its obligations under this Agreement, nor does Issuer know or have
reason to be aware of any basis for the same. There is outstanding no order,
writ, injunction, judgment or decree of any court, governmental agency or
arbitration tribunal applicable to Issuer or binding upon it or its property
which would individually or in the aggregate impair in any material respect the
performance of the obligations of Issuer hereunder or the consummation of the
transactions contemplated by this Agreement other than orders or decrees
involving the wireless telephone industry in general.

               (e) Truth and Correctness. No representation or warranty by
Issuer in this Agreement contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make
the statements contained herein or therein, in light of the circumstances under
which such statements are made, not misleading.


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               (f) Investment Company Act. Issuer is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

               (g) No Brokers. Except as set forth on Schedule 4.1(g) hereto, no
agent, broker, investment banker, person or firm is or will be entitled to any
broker's or finder's fee or any other commission or similar fee directly or
indirectly in connection with the transactions contemplated by this Agreement
based in any way on any arrangements, agreements or understandings made by or on
behalf of Issuer or an Affiliate thereof, and Issuer hereby agrees to indemnify
the Investor and agrees to hold harmless the Investor against and in respect of
any claims for brokerage and other commissions relating to such transactions
based in any way on any arrangements, agreements or understandings made by or on
behalf of Issuer or an Affiliate thereof.

               (h) Reports and Financial Statements. The Issuer has filed all
reports required to be filed with the SEC since January 1, 1998 (collectively,
including all exhibits thereto, the "SEC Reports"). None of such SEC Reports, as
of their respective dates (as amended through the date hereof), contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. Each of the
financial statements (including the related notes) included in the SEC Reports
presents fairly, in all material respects, the consolidated financial position
and consolidated results of operations and cash flows of Issuer and its
subsidiaries as of the respective dates or for the respective periods set forth
therein, all in conformity with generally accepted accounting principles
consistently applied during the periods involved, subject, in the case of the
unaudited interim financial statements, to normal year-end adjustments and any
other adjustments described therein. All such SEC Reports, as of their
respective dates (as amended through the date hereof), complied in all material
respects with the requirements of the Exchange Act.

V       REPRESENTATIONS AND WARRANTIES OF PURCHASERS

               Each Purchaser, as to itself only, hereby represents and warrants
to Issuer (as of the date hereof, the Initial Closing Date and the Subsequent
Closing Date):

        SECTION 5.1 Authorization. It has the full power and authority to enter
into this Agreement and to perform all of its obligations hereunder. The
execution, delivery and performance of this Agreement by it have been duly
authorized by all necessary corporate action, and this Agreement constitutes a
valid and binding obligation of it enforceable against it in accordance with
its terms except as may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights generally and by
equitable principles of general applicability. The execution, delivery and
performance of this Agreement by it do not (a) violate any provision of its
certificate of incorporation, by-laws or other constituent documents, (b)
conflict with or constitute a default under any material agreement, indenture or
instrument to which it is a party or by which it or its property is bound or (c)
violate any statute or order of any court or Governmental Body applicable to it,
except in each case set forth in clauses (b) or (c) which would not reasonably
be expected to
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have a material adverse effect on its business taken as a whole or the
transactions contemplated hereby.

        SECTION 5.2 Investment Representations. It is an Accredited Investor
within the definition set forth in Rule 501(a) of the Securities Act. It is
acquiring the shares of Preferred Stock it is purchasing hereunder for its own
account, for investment, and not with a view to, or for sale in connection with,
the distribution thereof or of any interest therein, in violation of state or
federal law. It understands that such shares have not been registered under the
Securities Act by reason of its issuance in a transaction exempt from the
registration requirements of the Securities Act pursuant to the exemption
provided in Section 4(2) thereof, that such shares of Preferred Stock have not
been registered under applicable state securities laws by reason of their
issuance in a transaction exempt from such registration requirements, and that
such shares of Preferred Stock may not be sold or otherwise disposed of unless
registered under the Securities Act and applicable state securities laws or
exempted from registration therefrom.

        SECTION 5.3 Additional HPCS Representation and Agreement. HPCS
represents, warrants and agrees to Issuer that either (a) immediately before the
closing of the transactions described in the Reorganization Agreement, HPCS will
directly own at least 3.5 million shares of VoiceStream Common Stock, no par
value, and all the shares of the Preferred Stock (or the Common Stock into which
it was converted) issued pursuant to this Agreement, or (b) at the closing of
such transactions, HPCS shall be the purchaser of the shares of capital stock of
VWHC issued pursuant to the Stock Subscription Agreement dated June 23, 1999,
and, immediately prior to the exchange of such shares as contemplated by the
Reorganization Agreement, the holder of all the Preferred Stock (or the Common
Stock into which it was converted) issued pursuant to this Agreement.

VI      BOARD OF DIRECTORS

        SECTION 6.1 Board of Directors. From and after the date when any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, relating to the transactions contemplated hereby shall have
expired or been terminated, for so long as Purchasers beneficially own at least
seven and one-half percent (7 1/2%) of Issuer's outstanding equity securities,
and provided that the Preferred Stock has been converted into Common Stock,
Purchasers shall have the right to jointly designate one person to serve on the
Board of Directors. Issuer agrees, and Issuer confirms that, by the approval of
this Agreement by the Board of Directors, the Board of Directors has agreed to
take all actions necessary to promptly cause the election to the Board of
Directors of any Person so designated by Purchasers in accordance with this
Section 6.1, including expanding the number of members of the Board of Directors
to accommodate the addition of such Person who is elected to the Board of
Directors and including, recommending for election, any such Person so nominated
by Purchasers in any slate of directors set forth in any proxy materials sent to
Issuer's stockholders in respect of any future annual meeting.


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VII     REGISTRATIONS RIGHTS

        SECTION 7.1 Demand Registrations.

               (a) Right to Demand Registration. At any time on and after the
earliest to occur of (i) the termination of the Reorganization Agreement, (ii)
any breach by Issuer of its obligations under this Agreement or the
Reorganization Agreement and (iii) June 30, 2000, the holders of not less than
twenty (20%) percent of the Registrable Securities, as the case may be
(collectively, the "Offerors"), may request registration under the Securities
Act of all or part of their Registrable Securities. Within seven days after
receipt of any such request, Issuer will give written notice of such request to
all other holders of securities of the Issuer entitled to notice of or the right
to participate in such registrations ("Other Registrable Securities") and will
include in such registration all Other Registrable Securities with respect to
which Issuer has received written requests for inclusion therein within 20 days
after the receipt of Issuer's notice. A registration requested pursuant to this
Section 7.1(a) is referred to herein as a "Demand Registration". A Demanding
Stockholder may make a written request for a Demand Registration in accordance
with the foregoing in respect of equity securities of Issuer that it intends to
convert into shares of Common Stock upon the effectiveness of the Registration
Statement prepared in connection with such demand, and Issuer shall fulfill its
obligations under this Section 7.1(a) in a manner that permits such Demanding
Stockholder to exercise its conversion rights in respect of such equity
securities and substantially contemporaneously sell the shares of Common Stock
issuable upon such conversion under such Registration Statement.

               A request pursuant to this Section shall state the number of
Registrable Securities requested to be registered, the intended method of
disposition thereof and the jurisdictions in which registration is desired. In
connection with any registration subject to this Section 7.1(a), the holders of
Registrable Securities included in such registration shall enter into such
underwriting, lock-up and other agreements, and shall execute and complete such
questionnaires and other documents, as are customary in a primary offering.

               (b) Number of Demand Registrations. The holders of Registrable
Securities will be entitled to request four (4) Demand Registrations, and Issuer
will pay all Registration Expenses in connection therewith. A registration will
not constitute a Demand Registration (i) until it has become effective, (ii) if
the Offerors for such registration are not able to sell at least 80% of the
Registrable Securities requested to be included in such registration, or (iii)
if after it has become effective, the offering of Registrable Securities
pursuant to such registration is interfered with by any stop order, injunction
or other order or requirement of the SEC or other governmental agency or court.

               (c) Priority on Demand Registrations. Issuer will not include in
any Demand Registration any securities which are not Registrable Securities or
Other Registrable Securities without the written consent of the Offerors not to
be unreasonably withheld (and the Offerors may not withhold their written
consent if the Demand Registration is an underwritten offering and the managing
underwriters advise Issuer and the Offerors in writing that in their opinion the
number of


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Registrable Securities and other securities requested to be included therein
does not exceed the number of securities which can be sold in such offering
without materially adversely affecting such sale). If Other Registrable
Securities are permitted to be included in a Demand Registration which is an
underwritten offering and the managing underwriters advise Issuer in writing
that in their opinion the number of Registrable Securities and Other Registrable
Securities requested to be included exceeds the number of securities which can
be sold in such offering without materially adversely affecting such sale,
Issuer will include in such registration prior to the inclusion of any
securities which are not Registrable Securities the number of Registrable
Securities requested to be included which in the opinion of such managing
underwriters can be sold, pro rata among the respective holders of such
Registrable Securities on the basis of the amount of such securities owned.

               (d) Restrictions on Demand Registrations. Issuer may postpone for
up to three months in the aggregate during any twelve month period any filing or
the effectiveness of any registration statement for a Demand Registration if the
Board of Directors of Issuer determines (and Issuer so certifies by written
notice to the Offerors) that such Demand Registration might reasonably be
expected to have an adverse effect on any proposal or plan by Issuer or any of
its Subsidiaries to engage in any material corporate transaction; provided that
in such event, the Offerors initiating the request for such Demand Registration
will be entitled to withdraw such request.

               (e) Selection of Underwriters. In the case of a Demand
Registration, the Offerors will have the right to select the investment
banker(s) and manager(s) to administer the offering, subject to Issuer's
approval which will not be unreasonably withheld.

        SECTION 7.2 Piggyback Registrations.

               (a) Right to Piggyback Registrations. Whenever Issuer proposes to
register any of its Capital Stock under the Securities Act, Issuer will give
prompt written notice (in any event within ten business days after its receipt
of notice of any exercise of other demand registration rights) to the holders of
Registrable Securities of its intention to effect such a registration and will
use its best efforts to include in such registration all Registrable Securities
with respect to which Issuer has received written requests for inclusion therein
within 20 days after the receipt of Issuer's notice by such holders (or at such
later time if Issuer and the process of such registration will not be materially
prejudiced thereby). A request pursuant to this Section 7.2(a) shall state the
number of Registrable Securities requested to be registered. In connection with
any registration subject to this Section 7.2(a), the holders of Registrable
Securities included in such registration shall enter into such underwriting,
lock-up and other agreements, and shall execute and complete such questionnaires
and other documents, as are customary in a secondary offering. Issuer shall have
the right to terminate or withdraw any registration initiated by it under this
Section 7.2(a) prior to the effectiveness of such registration whether or not
any holders of Registrable Securities have elected to include any securities in
such registration. All registrations requested pursuant to this Section 7.2(a)
are referred to herein as "Piggyback Registrations". No registration effected
under this Section 7.2 shall relieve Issuer of its obligation to effect a Demand
Registration pursuant to Section 7.1.


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<PAGE>   11

               (b) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of Issuer, and
the managing underwriters advise Issuer in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold without materially adversely affecting such offering,
Issuer will include in such registration (regardless of whether any holder
initially requested such registration) (i) first, the securities Issuer proposes
to sell and (ii) second, Registrable Securities and all Other Registrable
Securities requested to be included in such registration, pro rata among the
holders thereof on the basis of the number of shares owned by such holders.

               (c) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
Issuer's securities (and in which Issuer is not issuing any securities under
such registration), and the managing underwriters advise Issuer in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold without materially adversely
affecting such offering, Issuer will include in such registration (i) first, the
securities requested to be included in such registration by the holder or
holders who requested such registration (such holders being entitled to
participate in accordance with the relative priorities, if any, as may exist
among them) and (ii) second, Registrable Securities and all Other Registrable
Securities requested to be included in such registration, pro rata among the
holders thereof on the basis of the number of shares owned by such holders.

               (d) Selection of Underwriters. In the case of a Piggyback
Registration which is a primary registration on behalf of Issuer, Issuer will
have the right to select any investment banker(s) and manager(s) of nationally
recognized standing to administer the offering.

        SECTION 7.3 No Inconsistent Agreement. Any right given by Issuer to any
holder or prospective holder of Issuer's securities in connection with the
registration of securities shall be conditioned such that it shall be consistent
with the rights of the holders of Registrable Securities provided in this
Agreement and shall not materially adversely affect the right of the holders of
Registrable Securities to participate in Piggyback Registrations in the manner
set forth in this Agreement. Notwithstanding anything to the contrary set forth
in this Article VII, the parties hereto agree to promptly incorporate the
provisions of this Article VII into the existing Amended and Restated
Registration Rights Agreement, dated June 29, 1995, to which Issuer is a party,
it being understood that such incorporation shall not in any material way impair
the registration rights set forth in this Article VII.

        SECTION 7.4 Lockup Agreement.

               (a) Each Purchaser agrees, and prior to transferring Registrable
Securities will cause its proposed transferee to agree, if requested by Issuer
and the managing underwriters of Registrable Securities, not to sell or
otherwise transfer or dispose of (other than by private placement) any other
Registrable Securities (or other securities) of Issuer ten days prior to or
during the 90-day period following the effective date of a registration
statement of Issuer filed under the Securities Act, provided that all officers,
directors and stockholders owning four percent (4%) or more (on a fully diluted
basis, treating all outstanding options, rights and warrants to acquire equity


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securities of Issuer as fully exercised, and treating all securities convertible
into or exchangeable for equity securities of Issuer as fully converted or
exchanged) of Issuer's equity securities shall enter into similar agreements.
Such agreement shall be in writing in a form satisfactory to Issuer and such
underwriter. Issuer may impose stop transfer instructions with respect to the
shares (or securities) subject to the foregoing restriction until the end of
said 90-day period.

               (b) Issuer agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the ten days prior to
and during the 90-day period beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration (except as part
of such underwritten registration or pursuant to registrations on Form S-4 or
Form S-8 or any successor form or forms not available for registering capital
stock for sale to the public at large), unless all of the Registrable Securities
included in such Registration have been sold and (ii) to cause each holder of at
least 25% of its equity securities acquired from Issuer (other than a holder
that acquired such securities in a registered public offering or in open market
transactions, unless such holder owned beneficially five percent or more of
Issuer's equity securities prior to such public offering) to agree not to effect
any public sale or distribution of any such securities during such period
(except as part of such underwritten registration, if otherwise permitted),
unless all of the Registrable Securities included in such Registration have been
sold.

        SECTION 7.5 Termination of Certain Rights and Obligations.
Notwithstanding the foregoing provisions of this Agreement, the rights to
registration pursuant to Sections 7.1 and 7.2, the obligations of Purchasers
pursuant to Section 7.4(a), and the obligations of Issuer and the holders of 25%
or more of its equity securities pursuant to Section 7.4(b) shall terminate as
to any particular Registrable Securities that shall have been (a) sold in a
registered public offering, (b) sold through a broker, dealer or underwriter in
a public distribution or a public securities transaction in which the transferee
receives a certificate without a securities legend or (c) sold or distributed
pursuant to Rule 144.

        SECTION 7.6 Registration Procedures. Whenever the Offerors have
requested that any Registrable Securities be registered pursuant to this
Agreement, Issuer will use its best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto Issuer will expeditiously:

               (a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become and remain effective for a period of not less
than three months; provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, Issuer will furnish to the
counsel selected by the Offerors requesting such registration statement copies
of all such documents proposed to be filed, which documents will be subject to
the review of such counsel before such filing is made, and Issuer will comply
with any reasonable request made by such counsel to make changes to the extent
such documents do not comply in all material respects with the Securities Act;


                                       11


<PAGE>   13



               (b) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than three months and
to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement;

               (c) furnish to each seller of Registrable Securities such number
of conformed copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits), the prospectus
included in such registration statement (including each preliminary prospectus)
and such other customary documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
seller;

               (d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that Issuer will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction, or (iii) consent to service of process except as required by the
securities or blue sky laws in any such jurisdiction);

               (e) notify each seller of such Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act of Issuer's becoming aware that the prospectus included in such
registration statement, as then in effect, contains an untrue statement of a
material fact or omits any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made,
and, at the written request of any such seller, Issuer will prepare a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances
under which they were made;

               (f) use its best efforts to cause all such Registrable Securities
covered by such registration statement to be listed or quoted on the principal
securities exchange or national automated quotation system on which similar
securities issued by Issuer are then listed or quoted or, if not then listed or
quoted, use its best efforts to cause such Registrable Securities to be listed
on a national securities exchange or quoted on a national automated quotation
system;

               (g) provide a transfer agent and registrar for all such
Registrable Securities covered by such registration statement not later than the
effective date of such registration statement;


                                       12


<PAGE>   14

               (h) in the event the offering is an underwritten offering, use
its best efforts to obtain a "cold comfort" letter from the independent public
accountants for Issuer in customary form and covering such matters of the type
customarily covered by such letters;

               (i) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities; and

               (j) upon execution and delivery of such customary confidentiality
agreements as Issuer shall reasonably request, make available for inspection by
any seller of Registrable Securities covered by such registration statement, any
underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any such
seller or underwriter, all pertinent financial and other records, pertinent
corporate documents and properties of Issuer, and cause Issuer's officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement.

               Issuer will make generally available to the holders of
Registrable Securities an earnings statement (which need not be audited) for the
twelve months beginning after the effective date of a registration statement as
soon as reasonably practicable after the end of such period, which earnings
statement shall satisfy Section 11(a) of the Securities Act.

               Issuer will, at all times after Issuer has filed a registration
statement with the SEC pursuant to the requirements of either the Securities Act
or the Exchange Act, file all reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder, and take such further action as any holder or holders of
Registrable Securities may reasonably request, all to the extent required to
enable such holders to be eligible to sell Registrable Securities pursuant to

        (i) Rule 144 adopted by the SEC under the Securities Act, as such rule
        may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the SEC or (ii) a registration statement on Form
        S-2 or S-3 or any similar registration form hereafter adopted by the
        SEC. Upon request, Issuer will deliver to holders of Registrable
        Securities a written statement as to whether it has complied with such
        requirements.

        SECTION 7.7 Registration Expenses.

               (a) All expenses incident to Issuer's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, word processing, duplicating and printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for Issuer and all independent
certified public accountants (including, but not limited to, fees and
disbursements

                                       13


<PAGE>   15



relating to the "cold comfort" letter described in Section 7.6(h))
and other Persons retained by Issuer (all such expenses being herein called
"Registration Expenses"), provided that discounts and commissions to
underwriters shall not be considered Registration Expenses for purposes of this
Agreement, will be borne by Issuer as provided in this Agreement, except that
Issuer will, in any event, pay its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on which
similar securities issued by Issuer are then listed or on a national automated
quotation system.

               (b) In connection with each Demand Registration and Piggyback
Registration, Issuer will reimburse the holders of Registrable Securities
covered by such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration.

               (c) To the extent expenses are not required to be paid by Issuer,
each holder of securities included in any registration hereunder will pay those
expenses allocable to the registration of such holder's securities so included,
and any expenses not so allocable will be borne by all sellers of securities
included in such registration in proportion to the aggregate selling price of
the securities to be so registered.

        SECTION 7.8 Indemnification.

               (a) In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, Issuer agrees to
indemnify, to the fullest extent permitted by law, each holder of Registrable
Securities covered by the applicable registration statement, its respective
officers, directors shareholders or general or limited partners or members and
each Person who controls such holder within the meaning of the Securities Act
(each, a "Purchaser Indemnitee"), as follows:

                       (i) against all losses, claims, damages, liabilities and
        expenses to which a Purchaser Indemnitee may become subject under the
        Securities Act, common law or otherwise, insofar as such losses, claims,
        damages, liabilities or expenses arise out of or are caused by any
        untrue or alleged untrue statement of material fact contained in any
        registration statement, prospectus or preliminary prospectus or any
        amendment thereof or supplement thereto relating to such securities or
        any omission or alleged omission of a material fact required to be
        stated therein or necessary to make the statements therein not
        misleading in light of the circumstances under which they were made,
        except insofar as the same are caused by or contained in any information
        furnished in writing to Issuer by such holder expressly for use therein
        or by such holder's failure to deliver a copy of the registration
        statement or prospectus or any amendments or supplements thereto after
        Issuer has furnished such holder with a sufficient number of copies of
        the same;


                                       14


<PAGE>   16



                      (ii) against all losses, claims, damages, liabilities and
        expenses to the extent of the aggregate amount paid in settlement of any
        litigation, or investigation or proceeding by any governmental agency or
        body, commenced or threatened, or of any claim whatsoever based upon any
        such untrue statement of a material fact or omission of a material fact,
        or any such alleged untrue statement of a material fact or omission of a
        material fact, if such settlement is effected with the prior written
        consent of Issuer, except insofar as the same are caused by or contained
        in any information furnished in writing to Issuer by such holder
        expressly for use therein or by such holder's failure to deliver a copy
        of the registration statement or prospectus or any amendments or
        supplements thereto after Issuer has furnished such holder with a
        sufficient number of copies of the same; and

                     (iii) against all expenses reasonably incurred by such
        holder in connection with investigating, preparing or defending against
        any litigation, or investigation or proceeding by any governmental
        agency or body, commenced or threatened, or any claim whatsoever based
        upon any such untrue statement of a material fact or omission of a
        material fact, or any such alleged untrue statement of a material fact
        or omission of a material fact, to the extent that any such expense is
        not paid under clause (i) or (ii) above, except insofar as the same are
        caused by or contained in any information furnished in writing to Issuer
        by such holder expressly for use therein or by such holder's failure to
        deliver a copy of the registration statement or prospectus or any
        amendments or supplements thereto after Issuer has furnished such holder
        with a sufficient number of copies of the same.

In connection with an underwritten offering, Issuer will indemnify such
underwriters, their officers and directors and each Person who controls such
underwriters within the meaning of the Securities Act to the same extent as
provided above with respect to the indemnification of the Purchaser Indemnitees.

               (b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to Issuer in writing such information and affidavits as Issuer reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify Issuer, its
directors and officers and each Person who controls Issuer within the meaning of
the Securities Act (each, an "Issuer Indemnitee") against any losses, claims,
damages, liabilities and expenses resulting from any untrue statement of
material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by
such holder expressly for use in the preparation of such registration statement,
prospectus or preliminary prospectus; provided that the obligation to indemnify
will be several, not joint and several, among such holders of Registrable
Securities and the liability of each such holder of Registrable Securities will
be in proportion to and limited to the net amount received by such holder from
the sale of Registrable Securities pursuant to such registration statement,
prospectus or preliminary prospectus.


                                       15


<PAGE>   17


               (c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified hereunder by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim in which case such indemnified party shall have the right to employ one
counsel. Failure to give prompt written notice shall not release the
indemnifying party from its obligations hereunder, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.

               (d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and will survive the transfer of securities. Issuer
also agrees to make such provisions as are reasonably requested by any
indemnified party for contribution to such party in the event Issuer's
indemnification is unavailable for any reason.

        SECTION 7.9 Contribution. In order to provide for just and equitable
contribution in circumstances under which the indemnity contemplated by Section
7.8 is for any reason not available, the parties required to indemnify by the
terms thereof shall contribute to the aggregate losses, claims, damages,
liabilities and expenses of the nature contemplated by such indemnity agreement
incurred by any Purchaser Indemnitee, any Company Indemnitee and one or more of
the underwriters, except to the extent that contribution is not permitted under
Section 11(f) of the Securities Act. In determining the amounts which the
respective parties shall contribute, there shall be considered the parties'
relative fault concerning the matter with respect to which the claim was
asserted, knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission and any other equitable considerations appropriate under
the circumstances. Issuer and each Person selling securities agree with each
other that no seller of Registrable Securities shall be required to contribute
any amount in excess of the amount such seller would have been required to pay
to an indemnified party if the indemnity under Section 7.8 were available. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Issuer and each such
seller agree with each other, and the underwriters of the Registrable Securities
if requested by such underwriters, that it would not be equitable if the amount
of such contribution were determined by pro rata or per capita allocation (even
if the underwriters were treated as one entity for such purpose) or for the
underwriters' portion of such contribution to exceed the percentage that the
underwriting discount bears to the initial public offering price of the
Registrable Securities. For

                                       16


<PAGE>   18


purposes of this Section 7.9, each Person, if any, who controls an underwriter
within the meaning of Section 15 of the Securities Act shall have the same
rights to contribution as such underwriter, and each director and each officer
of Issuer who signed the registration statement, and each Person, if any, who
controls Issuer or a seller of Registrable Securities within the meaning of
Section 15 of the Securities Act, shall have the same rights to contribution as
Issuer or a seller of Registrable Securities, as the case may be.

        SECTION 7.10 Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

        SECTION 7.11 Recapitalization of Nonvoting Stock. At any time any holder
of non-voting Registrable Securities wishes to sell such shares pursuant to a
public offering of shares of voting common stock, Issuer shall cause such shares
to be recapitalized into or exchanged for shares of voting common stock, such
recapitalization or exchange to become effective at such time as the
registration statement pertaining to such shares has been filed with and
declared effective by the SEC.

        SECTION 7.12 Adjustments Affecting Registrable Securities. Issuer will
not take any action, or permit any change to occur, with respect to its
securities which would materially adversely affect the ability of the Offerors
to include their Registrable Securities in a registration undertaken pursuant to
this Agreement or which would materially adversely affect the marketability of
such Registrable Securities in any such registration (including, without
limitation, effecting a stock split or a combination of shares), except as
contemplated by the Reorganization Agreement.

VIII    ADDITIONAL RIGHTS AND COVENANTS

        SECTION 8.1 Cooperation and Full Access. Issuer shall give to Purchasers
and their respective counsel, accountants, advisers and other representatives,
full access at all times during reasonable business hours and on reasonable
notice, to all the offices, properties, contracts, books, records, personnel and
affairs of Issuer or in any way relating to or connecting with the business or
its assets, including, such access as may be requested to allow Purchasers to
satisfy themselves that the conditions to the Subsequent Closing set forth
herein have been or will be satisfied and complied with. Issuer shall furnish,
and shall direct its independent accountants and legal counsel to furnish, to
Purchasers all such documents and information concerning the assets, properties,
liabilities and affairs of Issuer as Purchasers may from time to time reasonably
request.

        SECTION 8.2 Transactions, Agreements, etc. Except as expressly provided
in the Reorganization Agreement, Issuer shall not enter into any transaction or
contract or take (or omit to take) any action which would, or is reasonably
likely to, (i) result in any of Issuer's representations or

                                       17


<PAGE>   19


warranties contained in this Agreement not being true and correct as of the
Subsequent Closing Date or (ii) prevent Issuer from performing, satisfying and
complying with all of its covenants and agreements contained in this Agreement.

        SECTION 8.3 Standstill. From and after the date hereof through the fifth
(5th) Anniversary of the date of the award to Issuer or its subsidiaries of the
last of the licenses for which Issuer was the high bidder in the FCC reauctions
of C Block licenses completed in April 1999, Purchasers agree that they will
not, without the prior consent of Issuer, seek to acquire, offer to acquire or
agree to acquire any equity securities of Issuer that would result in
Purchasers' aggregate ownership of equity securities of Issuer exceeding fifteen
(15%) of Issuer's outstanding equity securities (except by way of stock
dividends or other distributions made on a pro rata basis to all holders of the
equity securities held by Purchasers) to the extent the acquisition of such
equity securities would result in Issuer violating the Communications Act as in
effect on the date of such acquisition.

IX      CLOSING CONDITIONS

        SECTION 9.1 Conditions to Purchasers' Obligations at the Initial
Closing. The obligations of Purchasers under Section 2.1 of this Agreement are
subject to the fulfillment on or before the Initial Closing of each of the
following conditions, any of which may be waived by Purchasers in writing:

               (a) Representations and Warranties. The representations and
warranties of Issuer contained in Section 4.1 hereof shall be true and correct
on and as of the Initial Closing with the same effect as though such
representations and warranties had been made on and as of the Initial Closing
Date.

               (b) Performance. Issuer shall have executed and delivered
certificates representing the Initial Shares, and shall have performed and
complied with all agreements, covenants and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the Initial Closing.

               (c) Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the Initial
Closing and all documents incident thereto shall be reasonably satisfactory in
form and substance to Purchasers and their counsel, and Purchasers shall have
received all such counterpart original, certified and other copies of such
documents as Purchasers may reasonably request.

               (d) No Adverse Action. There shall not have been adopted or
enacted any statute, rule or regulation prohibiting or imposing any material
condition on the transactions contemplated by this Agreement, nor shall there
have been instituted or pending any action or proceeding by or before any court
or governmental authority or other regulatory or administrative agency or
commission, domestic or foreign, by any government or governmental authority,
nor shall there be

                                       18


<PAGE>   20


any determination by any government, governmental authority, regulatory or
administrative agency or commission which, in either case, seeks to restrain,
enjoin or impose any material condition on the transactions contemplated by this
Agreement or the Reorganization Agreement, or would require Issuer or
Purchasers, in the reasonable opinion of Purchasers, to take any action or do
anything in connection with the foregoing that may reasonably be expected to
have a material adverse effect to their respective businesses or materially
impair the ownership or operation of all or a material portion of the business,
assets or properties presently owned by Issuer or any of its Subsidiaries or to
be acquired by Purchasers pursuant to the Reorganization Agreement.

               (e) Opinion of Company Counsel. Purchasers shall have received
from Piper & Marbury L.L.P., counsel to Issuer, a legal opinion addressed to
Purchasers, dated as of the Initial Closing Date, in the form and substance
reasonably satisfactory to Purchasers.

               (f) Consents. All consents, approvals and authorizations of, and
filings, registrations and qualifications with, any governmental authority or
any other party on the part of Issuer required in connection with the
consummation of the transactions contemplated hereby shall have been obtained or
made and shall be in full force and effect.

               (g) Secretary's Certificate. Purchasers shall have received a
Certificate of the Secretary of Issuer (i) certifying that no document has been
filed relating to or affecting the Charter of Issuer after the date of the
Certificate of the Secretary of State of the State of Delaware delivered
pursuant to clause (iii) of this subsection, (ii) certifying the names and true
signatures of each officer of Issuer who has been authorized to execute and
deliver this Agreement and any other document delivered by Issuer pursuant to
the Initial Closing, (iii) attaching thereto a copy of the Charter certified as
of a recent date by the Secretary of State of Delaware, and a true and complete
copy of Bylaws of Issuer, as in full force and effect at the Initial Closing
Date and (iv) attaching copies of resolutions duly adopted by the Board of
Directors (and stockholders, if applicable) authorizing the execution and
delivery of this Agreement and each of the other documents delivered by Issuer
pursuant to the Initial Closing, the issuance, delivery and sale of the Initial
Shares and the performance of the transactions contemplated by this Agreement,
and certifying that such resolutions were duly adopted, are in full force and
effect and have not been rescinded or amended as of the Initial Closing Date.

               (h) Additional Documents. Purchasers shall have received such
certificates, documents and information as they may reasonably request in order
to establish satisfaction of the conditions set forth in this Section 9.1.

        SECTION 9.2 Conditions to Issuer's Obligations at the Initial Closing.
The obligations of Issuer to Purchasers under Section 2.1 of this Agreement are
subject to the fulfillment on or before the Initial Closing of each of the
following conditions by Purchasers, any of which may be waived in writing by
Issuer:

               (a) Representations and Warranties. The representations and
warranties of each Purchaser contained in Article V hereof shall be true on and
as of the Initial Closing with the same effect as though such representations
and warranties had been made on and as of such Closing.



                                       19


<PAGE>   21

               (b) Payment of Purchase Price. VoiceStream and HPCS shall have
delivered the purchase price for their respective Initial Shares in accordance
with Section 2.1.

               (c) Consents. All consents, approvals and authorizations of, and
filings, registrations and qualifications with, any governmental authority or
any other party on the part of Purchasers required in connection with the
consummation of the transactions contemplated hereby shall have been obtained or
made and shall be in full force and effect.

        SECTION 9.3 Conditions to Purchasers' Obligations at the Subsequent
Closing. The obligation of Purchasers to acquire Subsequent Shares at the
Subsequent Closing is subject to the fulfillment to the satisfaction of
Purchasers on or before the Subsequent Closing Date of the following conditions,
any of which may be waived by Purchasers in writing:

               (a) No Defaults. Issuer shall not have taken any action or
omitted to take any action which action or omission shall have caused a default
or breach of its covenants hereunder.

               (b) Representations and Warranties. The representations and
warranties of Issuer contained in Section 4.1 hereof (other than Section 4.1(a)
hereof) shall be true and correct on and as of the Subsequent Closing Date with
the same effect as though such representations and warranties had been made on
and as of the Subsequent Closing Date.

               (c) Performance. Issuer shall have executed and delivered
certificates representing the Subsequent Shares, and shall have performed and
complied with all agreements, covenants and conditions contained herein and in
any other related document or which are required to be performed or complied
with by Issuer on or before the Subsequent Closing Date.

               (d) Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated at the Subsequent
Closing and all documents incident thereto shall be reasonably satisfactory in
form and substance to Purchasers and their counsel, and Purchasers shall have
received all such counterpart original, certified and other copies of such
documents as Purchasers may reasonably request.

               (e) No Adverse Action. There shall not have been adopted or
enacted any statute, rule or regulation prohibiting or imposing any material
condition on the transactions contemplated by this Agreement, nor shall there
have been instituted or pending any action or proceeding by or before any court
or governmental authority or other regulatory or administrative agency or
commission, domestic or foreign, by any government or governmental authority,
nor shall there be any determination by any government, governmental authority,
regulatory or administrative agency or commission which, in either case, seeks
to restrain, enjoin or impose any material condition on the transactions under
this Agreement or would require Issuer or Purchasers, in the opinion of
Purchasers, to take any action or do anything in connection with the foregoing
that may reasonably be expected to have a material adverse effect to their
respective businesses or materially impair the ownership or operation of all or
a material portion of the business, assets or properties presently

                                       20


<PAGE>   22

owned by Issuer or any of its Subsidiaries or to be acquired by Purchasers
pursuant to the Reorganization Agreement.

               (f) Opinion of Company Counsel. Purchasers shall have received
from Piper & Marbury L.L.P., counsel to Issuer, a legal opinion addressed to
Purchasers, dated as of the Subsequent Closing Date, in the form and substance
reasonably satisfactory to Purchasers.

               (g) Consents. All consents, approvals and authorizations of, and
filings, registrations and qualifications with, any governmental authority or
any other party on the part of Issuer required in connection with the
consummation of the transactions contemplated hereby shall have been obtained or
made and shall be in full force and effect.

               (h) Secretary's Certificate. Purchasers shall have received a
Certificate of the Secretary of Issuer (i) certifying that no document has been
filed relating to or affecting the Charter of Issuer after the date of the
Certificate of the Secretary of State of the State of Delaware delivered
pursuant to clause (iii) of this subsection, (ii) certifying the names and true
signatures of each officer of Issuer who has been authorized to execute and
deliver this Agreement and any other document delivered by Issuer pursuant to
the Subsequent Closing, (iii) attaching thereto a copy of the Charter certified
as of a recent date by the Secretary of State of Delaware, and a true and
complete copy of Bylaws of Issuer, as in full force and effect at the Subsequent
Closing Date and (iv) attaching copies of resolutions duly adopted by the Board
of Directors (and stockholders, if applicable) authorizing the execution and
delivery of this Agreement and each of the other documents delivered by Issuer
pursuant to the Subsequent Closing, the issuance, delivery and sale of the
Subsequent Shares and the performance of the transactions contemplated by this
Agreement, and certifying that such resolutions were duly adopted, are in full
force and effect and have not been rescinded or amended as of the Subsequent
Closing Date.

               (i) Additional Documents. Purchasers shall have received such
certificates, documents and information as they may reasonably request in order
to establish satisfaction of the conditions set forth in this Section 9.3.

        SECTION 9.4 Conditions to Issuer's Obligations at the Subsequent
        Closing.

               (a) Representations and Warranties. The representations and
warranties of each Purchaser contained in Article V hereof shall be true and
correct on and as of the Subsequent Closing.

               (b) Payment of Purchase Price. VoiceStream and HPCS shall have
delivered the purchase price for their respective Subsequent Shares in
accordance with Section 2.2.

               (c) Consents. All consents, approvals and authorizations of, and
filings, registrations and qualifications with, any governmental authority or
any other party on the part of Purchasers required in connection with the
consummation of the transactions contemplated hereby shall have been obtained or
made and shall be in full force and effect.

                                       21


<PAGE>   23

X       TERMINATION

        SECTION 10.1 Termination. This Agreement may be terminated:

                (a) by mutual written agreement of the parties hereto; or

                (b) by either Issuer or Purchasers upon consummation of the
transactions contemplated by the Reorganization Agreement.

        SECTION 10.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 10.1, this Agreement shall become void and of no effect
without liability of any party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to the other parties hereto,
except that (a) the agreements set forth in Article VI (Board of Directors),
Article VII (Registration Rights), and Section 8.3 (Standstill) shall survive
the termination of this Agreement and shall terminate in accordance with the
terms, if any, set for in such Section or Article. No such termination shall
relieve any Party of any liability or damages resulting from any breach by such
party of this Agreement.

        SECTION 10.3 Fees and Expenses. All costs and expense incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense whether or not the transactions contemplated hereby occur.

XI      MISCELLANEOUS

        SECTION 11.1 Notices. 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:

                             3650 131 Avenue SE
                             Bellevue, Washington 98006
                             Attention: Alan R. Bender, Esq.
                             Fax: (425) 586-8080

                             with a copy to:

                             Friedman Kaplan & Seiler LLP
                             875 Third Avenue
                             New York, New York  10022
                             Attention:  Barry A. Adelman, Esq.
                             Fax: (212) 355-6401


                                       22


<PAGE>   24


                             it to HPCS, to:

                             Hutchison Telecommunications PCS (USA) Limited
                             c/o Offshore Incorporations Limited
                             P.O. Box 957
                             Offshore Incorporations Centre
                             Road Town, Tortola
                             British Virgin Islands
                             Telephone No.: 809-494-2233
                             Facsimile No.: 809-494-4885

                             and:

                             Hutchison Telecommunications Limited
                             22nd Floor, Hutchison
                             10 Harcourt Road
                             Hong Kong
                             Attention:  Ms. Edith Shih
                             Facsimile No.: 852-2128-1778

                             with a copy to:

                             Dewey Ballantine, LLP
                             Suite 3907
                             Asia Pacific Finance Tower
                             Citibank Plaza, 3 Garden Road
                             Central Hong Kong
                             Attention:  John A. Otoshi, Esq.
                             Facsimile No.:  852-2509-7088

                             if to Issuer, to:

                             Omnipoint Corporation
                             Three Bethesda Metro Center

                             Suite 400
                             Bethesda, MD 20814
                             Attention: (301) 951-2500
                             Fax: (301) 951-2518

                             with copies to:

                             Piper & Marbury L.L.P.
                             1200 Nineteenth Street, N.W.
                             Washington, D.C.  20036

                                       23


<PAGE>   25



                             Attention: Edwin M. Martin, Jr., Esq.
                             Fax: (202) 233-2085

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 5:00 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.

        SECTION 11.2 Survival of Warranties. The warranties, representations,
certifications and covenants of Issuer and Purchasers contained in or made
pursuant to this Agreement shall survive each of (a) the execution and delivery
of this Agreement, (b) the Initial Closing, and (c) the Subsequent Closing and
shall in no way be affected by any investigation of the subject matter thereof
made by or on behalf of Purchasers.

        SECTION 11.3 Indemnification. Issuer agrees to indemnify each of the
Purchasers and their respective Affiliates, and the shareholders, members,
managers, officers, employees, agents and or legal representatives of any of
them (each, an "Indemnified Party") and to hold each Indemnified
Party harmless from and against any and all direct or indirect liabilities,
claims, losses, damages, costs and expenses of any kind (including, without
limitation, the reasonable fees and disbursements of such Indemnified Party's
counsel in connection with any investigative, administrative or adjudicative
proceeding, whether or not either Purchaser shall be designated a party
thereto), together with any and all costs and expenses associated with the
investigation of the same and/or the enforcement of the provisions hereof
(collectively, "Losses"), which may be incurred by such Indemnified Party
relating to, based upon, resulting from or arising out of (a) the breach by
Issuer of any representation, warranty, covenant or agreement of Issuer
contained herein, (b) this Agreement or the transactions contemplated hereby,
subject, in the case of the registration rights described in Article VII, to the
provisions set forth in Section 7.8, or (c) any actual or proposed use of the
proceeds of the sale of any of the Preferred Stock. Issuer shall reimburse each
Indemnified Party promptly for all such Losses as they are incurred by such
Indemnified Party.

        SECTION 11.4 Amendments; No Waivers.

               (a) 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.

               (b) 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.


                                       24


<PAGE>   26

        SECTION 11.5 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto.

        SECTION 11.6 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.

        SECTION 11.7 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.

        SECTION 11.8 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.

        SECTION 11.9 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.

        SECTION 11.10 Entire Agreement; No Third Party Beneficiaries. This
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 the
subject matter of this Agreement. Except as specifically set forth herein, this
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies.

        SECTION 11.11 Captions. The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.

        SECTION 11.12 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

                                       25


<PAGE>   27

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.

        SECTION 11.13 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.


                                       26


<PAGE>   28



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.

                        VOICESTREAM WIRELESS CORPORATION

                        By:
                            -------------------------------------------
                            Name:
                            Title:

                        HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED

                        By:
                            -------------------------------------------
                            Name:
                            Title:

                        OMNIPOINT CORPORATION

                        By:
                            -------------------------------------------
                            Name:
                            Title:

<PAGE>   29

<TABLE>
<CAPTION>
                                       TABLE OF CONTENTS
                                       -----------------
                                                                                          PAGE
                                                                                          ----

<S>                                                                                       <C>
I       DEFINITIONS..........................................................................1
               SECTION 1.1...................................................................1

II      PURCHASE AND SALE OF PREFERRED STOCK.................................................3
               SECTION 2.1      Initial Closing..............................................3
               SECTION 2.2      Subsequent Closing...........................................3
               SECTION 2.3      Use of Proceeds..............................................3
               SECTION 2.4      Terms of Preferred Stock.....................................3

III     CLOSINGS.............................................................................4
               SECTION 3.1      Time and Place of Initial Closing............................4
               SECTION 3.2      Time and Place of Subsequent Closing.........................4

IV      REPRESENTATIONS AND WARRANTIES OF ISSUER.............................................4
               SECTION 4.1      Representations and Warranties of Issuer.....................4

V       REPRESENTATIONS AND WARRANTIES OF PURCHASERS.........................................6
               SECTION 5.1      Authorization................................................6
               SECTION 5.2      Investment Representations...................................7
               SECTION 5.3      Additional HPCS Representation and Agreement.................7

VI      BOARD OF DIRECTORS...................................................................7
               SECTION 6.1      Board of Directors...........................................7

VII     REGISTRATIONS RIGHTS.................................................................8
               SECTION 7.1      Demand Registrations.........................................8
               SECTION 7.2      Piggyback Registrations......................................9
               SECTION 7.3      No Inconsistent Agreement...................................10
               SECTION 7.4      Lockup Agreement............................................10
               SECTION 7.5      Termination of Certain Rights and Obligations...............11
               SECTION 7.6      Registration Procedures.....................................11
               SECTION 7.7      Registration Expenses.......................................13
               SECTION 7.8      Indemnification.............................................14
               SECTION 7.9      Contribution................................................16
               SECTION 7.10     Participation in Underwritten Registrations.................17
               SECTION 7.11     Recapitalization of Nonvoting Stock.........................17
               SECTION 7.12     Adjustments Affecting Registrable Securities................17

VIII    ADDITIONAL RIGHTS AND COVENANTS.....................................................17
</TABLE>

                                        i


<PAGE>   30


<TABLE>
<CAPTION>
                                       TABLE OF CONTENTS
                                       -----------------
                                                                                          PAGE
                                                                                          ----

<S>                                                                                       <C>
               SECTION 8.1      Cooperation and Full Access.................................17
               SECTION 8.2      Transactions, Agreements, etc...............................18
               SECTION 8.3      Standstill..................................................18

IX      CLOSING CONDITIONS..................................................................18
               SECTION 9.1      Conditions to Purchasers' Obligations at the Initial Closing18
               SECTION 9.2      Conditions to Issuer's Obligations at the Initial Closing...20
               SECTION 9.3      Conditions to Purchasers' Obligations at the Subsequent
                                Closing.....................................................20
               SECTION 9.4      Conditions to Issuer's Obligations at the Subsequent Closing22

X       TERMINATION.........................................................................22
               SECTION 10.1     Termination.................................................22
               SECTION 10.2     Effect of Termination.......................................22
               SECTION 10.3     Fees and Expenses...........................................22

XI      MISCELLANEOUS.......................................................................23
               SECTION 11.1     Notices.....................................................23
               SECTION 11.2     Survival of Warranties......................................24
               SECTION 11.3     Indemnification.............................................24
               SECTION 11.4     Amendments; No Waivers......................................24
               SECTION 11.5     Successors and Assigns......................................25
               SECTION 11.6     Governing Law...............................................25
               SECTION 11.7     Jurisdiction................................................25
               SECTION 11.8     WAIVER OF JURY TRIAL........................................25
               SECTION 11.9     Counterparts; Effectiveness.................................25
               SECTION 11.10    Entire Agreement; No Third Party Beneficiaries..............25
               SECTION 11.11    Captions....................................................26
               SECTION 11.12    Severability................................................26
               SECTION 11.13    Specific Performance........................................26

</TABLE>


                                       ii


<PAGE>   31


                                LIST OF EXHIBITS

<TABLE>
<S>               <C>
Exhibit A-1       Form of Purchase Agreement between Omnipoint and the Cook Entity
Exhibit A-2       Form of Purchase Agreement between Omnipoint and the Cook Entity
Exhibit B         Form of Omnipoint Rule 145 Affiliate Agreement
Exhibit C         Form of Officer's Certificate of VoiceStream
Exhibit D         Form of Officer's Certificate of Holding Company
Exhibit E         Form of Opinion Letter of Regulatory Counsel to VoiceStream
Exhibit F-1       Form of Officer's Certificate of Omnipoint
Exhibit F-2       Form of Officer's Certificate of Omnipoint
Exhibit G         Form of Opinion Letter of Regulatory Counsel to Omnipoint

</TABLE>