<PAGE>

                                 EXHIBIT 10.2

                             OMNIPOINT CORPORATION

                                  $205,000,000

                         11 1/2% SENIOR NOTES DUE 2009

                         REGISTRATION RIGHTS AGREEMENT

                                                              September 23, 1999

Lehman Brothers Inc.
Barclays Capital Inc.
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York  10285

Ladies and Gentlemen:

          Omnipoint Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell (the "Initial Placement") to Lehman Brothers Inc.
("Lehman") and Barclays Capital Inc. ("Barclays" and, together with Lehman, the
"Initial Purchasers") upon the terms set forth in a Purchase Agreement, dated as
of September 17, 1999 (the "Purchase Agreement"), among the Company and the
Initial Purchasers, $205,000,000 aggregate principal amount of the Company's 11
1/2% Senior Notes due 2009 (the "Notes") to be issued pursuant to an Indenture,
dated as of the date hereof (the "Indenture"), between the Company and HSBC Bank
USA, as trustee (the "Trustee").  As an inducement to you to enter into the
Purchase Agreement and purchase the Notes and in satisfaction of a condition to
your obligations under the Purchase Agreement, the Company agrees with you for
the benefit of the holders from time to time of the Notes (including the Initial
Purchasers) (each of the foregoing a "Holder" and together the "Holders"), as
follows:

    1. Definitions.  Capitalized terms used herein without definition shall have
       -----------
their respective meanings set forth in the Purchase Agreement.  As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:

       "Affiliate" of any specified person means any other person that,
        ---------
    directly or indirectly, is in control of, is controlled by, or is under
    common control with, such specified person.  For purposes of this
    definition, control of a person means the power, direct or indirect, to
    direct or cause the direction of the management and policies of such person
    whether by contract or otherwise; and the terms "controlling" and
    "controlled" have meanings correlative to the foregoing.

       "Agreement" means this Registrations Rights Agreement, among the
        ---------
    Company and the Initial Purchasers.

       "Indenture" has the meaning set forth in the preamble hereto.
        ---------
<PAGE>

       "Closing Date" has the meaning set forth in the Purchase Agreement.
        ------------

        "Commission" means the Securities and Exchange Commission.
         ----------

        "Company" has the meaning set forth in the preamble hereto.
         -------

        "Company Registration Default" has the meaning set forth in Section 5
         ----------------------------
    hereof.

        "Company Registration Statement" means any Exchange Offer Registration
         ------------------------------
    Statement or Shelf Registration Statement pursuant to the provisions of
    this Agreement, amendments and supplements to such registration statement,
    including post-effective amendments, in each case including the Prospectus
    contained therein, all exhibits thereto, and all material incorporated by
    reference therein.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended,
        ------------
    and the rules and regulations of the Commission promulgated thereunder.

       "Exchange Notes" means securities issued by the Company, identical in
        --------------
    all material respects to the Notes (except that (i) interest thereon shall
    accrue from the last date on which interest was paid on the Notes or, if no
    such interest has been paid, from the date of issuance and (ii) the
    liquidated damages provisions and the transfer restrictions pertaining to
    the Notes will be modified or eliminated, as appropriate, in the Exchange
    Notes), to be issued under the Indenture.

       "Exchange Offer" means the proposed offer to the Holders to issue and
        --------------
    deliver to such Holders, in exchange for the Notes, a like aggregate
    principal amount of Exchange Notes, in accordance with the terms of this
    Agreement.

       "Exchange Offer Registration Period" means the longer of (A) the
        ----------------------------------
    period until the consummation of the Exchange Offer and (B) 180 days after
    the consummation of the Exchange Offer, exclusive of any period during
    which any stop order shall be in effect suspending the effectiveness of the
    Exchange Offer Registration Statement; provided, however, that in the event
                                           --------  -------
    that all resales of Exchange Notes (including, subject to the time periods
    set forth herein, any resales by Exchanging Dealers) covered by such
    Exchange Offer Registration Statement have been made, the Exchange Offer
    Registration Statement need not remain continuously effective for the
    period set forth in clause (B) above.

       "Exchange Offer Registration Statement" means a Registration Statement
        -------------------------------------
    of the Company on an appropriate form under the Securities Act with respect
    to the Exchange Offer, all amendments and supplements to such Registration
    Statement, including post-effective amendments, in each case including the
    Prospectus contained therein, all exhibits thereto and all material
    incorporated by reference therein, prepared in accordance with the terms of
    this Agreement.

       "Exchange Securities" means the Exchange Notes and the Holdings Notes.
        -------------------

                                       2
<PAGE>

       "Exchanging Dealer" means any Holder (which may include the Initial
        -----------------
    Purchasers) that is a broker-dealer, electing to exchange Notes acquired
    for its own account as a result of market-making activities or other
    trading activities for Exchange Securities.

       "Final Memorandum" has the meaning set forth in the Purchase
        ----------------
    Agreement.

       "Holder" has the meaning set forth in the preamble hereto.
        ------

       "Holdings" means VoiceStream Wireless Holding Corporation.
        --------

       "Holdings Exchange Offer" means the proposed offer to the Holders to
        -----------------------
    issue and deliver to such Holders, in exchange for the Notes and/or
    Exchange Notes, a like aggregate principal amount of Holdings Notes which
    the Holders are able to resell from and after their receipt of Holdings
    Notes without any limitations or restrictions under the Securities Act and
    without material restrictions under the securities laws of a substantial
    portion of the several states of the United States.  The Holdings Exchange
    Offer must be made in accordance with the terms of this Agreement,
    including the compliance by Holdings with Sections 2 and 4 hereof as if
    Holdings were a party to this Agreement and the Holdings Exchange Offer
    were an Exchange Offer.

       "Holdings Exchange Offer Registration Statement" means a Registration
        ----------------------------------------------
    Statement of Holdings on an appropriate form under the Securities Act with
    respect to the Holdings Exchange Offer, all amendments and supplements to
    such Registration Statement, including post-effective amendments, in each
    case including the Prospectus contained therein, all exhibits thereto and
    all material incorporated by reference therein, prepared in accordance with
    the terms of this Agreement.  The Holdings Exchange Offer Registration
    Statement must be prepared substantially in accordance with Sections 2 and
    4 hereof as if Holdings were a party to this Agreement and the Holdings
    Exchange Offer Registration Statement were an Exchange Offer Registration
    Statement.

       "Holdings Notes" means securities issued by Holdings, identical in all
        --------------
    material respects to the Notes (except that (i) such securities shall be
    issued by Holdings, (ii) interest thereon shall accrue from the last date
    on which interest was paid on the Notes or, if no such interest has been
    paid, from September 23, 1999 and (iii) the liquidated damages provisions
    and the transfer restrictions pertaining to the Notes will be modified or
    eliminated, as appropriate, in the Holdings Notes).

       "Holdings Registration Default" has the meaning set forth in Section 5
        -----------------------------
    hereto.

       "Initial Placement" has the meaning set forth in the preamble hereto.
        -----------------

       "Initial Purchasers" has the meaning set forth in the preamble hereto.
        ------------------

                                       3
<PAGE>

       "Liquidated Damages" has the meaning set forth in Section 5 hereof.
        ------------------

       "Losses" has the meaning set forth in Section 6(d) hereto.
        ------

       "Majority Holders" means the Holders of a majority of the aggregate
        ----------------
    principal amount of Notes registered under a Registration Statement.

       "Managing Underwriters" means the investment banker or investment
        ---------------------
    bankers and manager or managers that shall administer an underwritten
    offering under a Shelf Registration Statement.

       "Prospectus" means any preliminary prospectus or final prospectus
        ----------
    included in any Registration Statement (including, without limitation, a
    prospectus that discloses information previously omitted from a prospectus
    filed as part of an effective registration statement in reliance upon Rule
    430A under the Securities Act), as amended or supplemented by any
    prospectus supplement, with respect to the terms of the offering of any
    portion of the Notes, Exchange Notes or Holdings Notes covered by such
    Registration Statement, and all amendments and supplements to the
    Prospectus, including post-effective amendments.

       "Purchase Agreement" has the meaning set forth in the preamble hereto.
        ------------------

       "Registration Statement" means any Exchange Offer Registration
        ----------------------
    Statement, Shelf Registration Statement or Holdings Exchange Offer
    Registration Statement pursuant to the provisions of this Agreement,
    amendments and supplements to such registration statement, including post-
    effective amendments, in each case including the Prospectus contained
    therein, all exhibits thereto, and all material incorporated by reference
    therein.

       "Securities Act" means the Securities Act of 1933, as amended, and the
        --------------
    rules and regulations of the Commission promulgated thereunder.

       "Shelf Registration" means a registration effected pursuant to Section
        ------------------
    3 hereof.

          "Shelf Registration Period" has the meaning set forth in Section 3(b)
           -------------------------
    hereof.

       "Shelf Registration Statement" means a "shelf" registration statement
        ----------------------------
    of the Company pursuant to the provisions of Section 3 hereof, which covers
    some or all of the Notes or Exchange Notes, as applicable, on an
    appropriate form under Rule 415 under the Securities Act, or any similar
    rule that may be adopted by the Commission, amendments and supplements to
    such registration statement, including post-effective amendments, in each
    case including the Prospectus contained therein, all exhibits thereto and
    all material incorporated by reference therein, prepared in accordance with
    the terms of this Agreement.

                                       4
<PAGE>

       "Transfer Restricted Security" means (A) each Note, until the earliest
        ----------------------------
    to occur of (i) the date on which such Notes is exchanged in the Exchange
    Offer for an Exchange Note which is entitled to be resold to the public by
    the Holder thereof without complying with the prospectus delivery
    requirements of the Securities Act, (ii) the date on which such Note has
    been disposed of in accordance with a Shelf Registration Statement (and the
    purchasers thereof have been issued Exchange Notes), or (iii) the date on
    which such Note is distributed to the public pursuant to Rule 144 under the
    Securities Act and (B) each Exchange Note held by an Exchanging Dealer
    until the date on which such Exchange Note is disposed of by an Exchanging
    Dealer pursuant to the plan of distribution contemplated by the Exchange
    Offer Registration Statement (including the delivery of the Prospectus
    contained therein).

       "Underwriter" means any underwriter of Securities in connection with
        -----------
    an offering thereof under a Shelf Registration Statement.

       "VoiceStream Transactions" means the transactions contemplated in
        ------------------------
    connection with the proposed reorganization between the Company and
    Holdings, including any consents and approvals required therefor, pursuant
    to the Agreement and Plan of Reorganization, dated as of June 23, 1999,
    among VoiceStream Wireless Corporation, Holdings and the Company.

    2. Exchange Offer; Resales of Exchange Securities by Exchanging Dealers;
       ---------------------------------------------------------------------
Private Exchange.
----------------
         (a) The Company shall prepare and file with the Commission the Exchange
    Offer Registration Statement with respect to the Exchange Offer. The Company
    shall use its best efforts to cause the Exchange Offer Registration
    Statement to be declared effective under the Securities Act and remain
    effective until the closing of the Exchange Offer and to consummate the
    Exchange Offer on or prior to June 30, 2000.

             (i) Upon the effectiveness of the Exchange Offer Registration
         Statement, the Company shall promptly commence the Exchange Offer, it
         being the objective of such Exchange Offer to enable each Holder
         electing to exchange Notes for Exchange Notes (assuming that such
         Holder (x) is not an "affiliate" of the Company within the meaning of
         the Securities Act, (y) is not a broker-dealer that acquired the Notes
         in a transaction other than as a part of its market-making or other
         trading activities and (z) if such Holder is not a broker-dealer,
         acquires the Exchange Notes in the ordinary course of such Holder's
         business, is not participating in the distribution of the Exchange
         Notes and has no arrangements or understandings with any person to
         participate in the distribution of the Exchange Notes) to resell such
         Exchange Notes from and after their receipt without any limitations or
         restrictions under the Securities Act and without material restrictions
         under the securities laws of a substantial portion of the several
         states of the United States.

                                       5
<PAGE>

             (ii) If the VoiceStream Transactions are consummated and, on or
         before June 30, 2000, Holdings shall have consummated the Holdings
         Exchange Offer, then the Company shall have no further obligation to
         the Holders of the Notes under this Agreement. If Holdings has not
         consummated the Holdings Exchange Offer on or before June 30, 2000, the
         Company's obligations under this Agreement, including its obligation to
         pay Liquidated Damages in the event of a Holdings Registration Default
         as provided in Section 5(c) below, shall continue for so long as any
         Notes remain outstanding until such time, if ever, as Holdings shall
         have consummated the Holdings Exchange Offer.

         (b) In the event the VoiceStream Transactions shall be consummated,
    whether or not the Company has complied with its obligations under this
    Agreement, there shall be a Holdings Registration Default if Holdings shall
    not have: (i) filed with the Commission the Holdings Exchange Offer
    Registration Statement with respect to the Holdings Exchange Offer on or
    before the 45th calendar day after the consummation of the VoiceStream
    Transactions, (ii) caused the Holdings Exchange Offer Registration Statement
    to be declared effective under the Securities Act on or before the 105th
    calendar day after the consummation of the VoiceStream Transactions and to
    remain effective until the closing of the Holdings Exchange Offer and (iii)
    consummated the Holdings Exchange Offer on or before the 150th calendar day
    after the consummation of the VoiceStream Transactions.

         (c) In connection with the Exchange Offer, the Company shall mail or
    cause to be mailed to each Holder a copy of the Prospectus forming part of
    the Exchange Offer Registration Statement, together with an appropriate
    letter of transmittal and related documents, stating, in addition to such
    other disclosures as are required by applicable law:

             (i) that the Exchange Offer is being made pursuant to this
         Agreement and that all Notes validly tendered will be accepted for
         exchange;

             (ii) the dates of acceptance for exchange;

             (iii) that, in connection with the Exchange Offer, any Notes not
         tendered will remain outstanding and continue to accrue interest, but
         will not retain any rights under this Agreement to require the Company
         to consummate an Exchange Offer in the future or, in the event Holdings
         consummates the Holdings Exchange Offer, to require the Company to file
         a Shelf Registration Statement;

             (iv) that Holders electing to have Notes exchanged pursuant to the
         Exchange Offer will be required to surrender such Notes, together with
         the enclosed letters of transmittal, to the institution and at the
         address (located in the Borough of Manhattan, The City of New York)
         specified in

                                       6
<PAGE>

         the notice prior to the close of business on the last day of acceptance
         for exchange; and

             (v) that Holders will be entitled to withdraw their election, not
         later than the close of business on the last day of acceptance for
         exchange, by sending to the institution and at the address (located in
         the Borough of Manhattan, The City of New York) specified in the notice
         a telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the aggregate principal amount of Notes delivered
         for exchange and a statement that such Holder is withdrawing his
         election to have such Notes exchanged; and shall keep the Exchange
         Offer open for acceptance for not less than 20 business days and not
         more than 45 days (or longer if required by applicable law) after the
         date notice thereof is mailed to the Holders; utilize the services of a
         depositary for the Exchange Offer with an address in the Borough of
         Manhattan, The City of New York; and comply in all respects with all
         applicable laws relating to the Exchange Offer.

         (d) As soon as practicable after the close of any Exchange Offer, the
    Company shall:

             (i) accept for exchange all Notes duly tendered and not validly
         withdrawn pursuant to the Exchange Offer;

             (ii) deliver to the exchange agent for cancellation all Notes so
         accepted for exchange; and

             (iii) cause the Trustee promptly to authenticate and deliver to
         each Holder, Exchange Notes equal in aggregate principal amount to the
         Notes of such Holder so accepted for exchange.

         (e) The Initial Purchasers and the Company acknowledge that, pursuant
    to interpretations by the staff of the Commission of Section 5 of the
    Securities Act, and in the absence of an applicable exemption therefrom,
    each Exchanging Dealer is required to deliver a Prospectus in connection
    with a sale of any Exchange Notes received by such Exchanging Dealer
    pursuant to an Exchange Offer in exchange for Notes acquired for its own
    account as a result of market-making activities or other trading activities.
    Accordingly, in connection with any Exchange Offer the Company shall:

             (i) include the information set forth in Annex A hereto on the
         cover of the Exchange Offer Registration Statement, in Annex B hereto
         in the forepart of the Exchange Offer Registration Statement in a
         section setting forth details of the Exchange Offer, in Annex C hereto
         in the underwriting or plan of distribution section of the Prospectus
         forming a part of the Exchange Offer Registration Statement, and in
         Annex D hereto in the letter of transmittal delivered pursuant to the
         Exchange Offer; and

                                       7
<PAGE>

             (ii) use its best efforts to keep the Exchange Offer Registration
         Statement continuously effective under the Securities Act during the
         Exchange Offer Registration Period for delivery of the prospectus
         included therein by Exchanging Dealers in connection with sales of
         Exchange Notes received pursuant to the Exchange Offer, as contemplated
         by Section 4(h) below; provided, however, that the Exchange Offer
                                --------  -------
         Registration Statement shall not be required to be maintained effective
         for more than 30 days following the consummation of the Exchange Offer
         unless the Company has been notified in writing on or prior to the 30th
         day following the consummation of the Exchange Offer by one or more
         Exchanging Dealers that such Holder has received Exchange Notes as to
         which it will be required to deliver a prospectus upon resale.

         (f) In the event that any of the Initial Purchasers determine that it
    is not eligible to participate in the Exchange Offer with respect to the
    exchange of Notes constituting any portion of an unsold allotment, upon the
    effectiveness of the Shelf Registration Statement as contemplated by Section
    3 hereof and at the request of such Initial Purchaser, the Company shall
    issue and deliver to that Initial Purchaser, or to the party purchasing
    Notes registered under the Shelf Registration Statement from that Initial
    Purchaser, in exchange for such Notes, a like aggregate principal of
    Exchange Notes. The Company shall use its best efforts to cause the CUSIP
    Service Bureau to issue the same CUSIP number for such Exchange Notes as for
    Exchange Notes issued pursuant to the Exchange Offer.

         (g) The Company shall use its best efforts to complete the Exchange
    Offer as provided above and shall comply with the applicable requirements of
    the Securities Act, the Exchange Act and other applicable laws and
    regulations in connection with the Exchange Offer. The Exchange Offer shall
    not be subject to any conditions, other than that (i) the Exchange Offer
    does not violate applicable law or any applicable interpretation of the
    staff of the Commission, (ii) no action or proceeding shall have been
    instituted or threatened in any court or by any governmental agency which
    has resulted or could reasonably be expected to result in a temporary or
    permanent injunction prohibiting the Company from proceeding with the
    Exchange Offer and (iii) all governmental approvals shall have been
    obtained, which approvals the Company deems necessary (based on advice of
    outside counsel) for the consummation of the Exchange Offer. The Company
    shall inform the Initial Purchasers, upon their request, of the names and
    addresses of the Holders to whom any Exchange Offer or Holdings Exchange
    Offer is made, and the Initial Purchasers shall have the right, subject to
    applicable law, to contact such Holders and otherwise facilitate the tender
    of Notes in any Exchange Offer and/or Notes or Exchange Notes in any
    Holdings Exchange Offer.

    3. Shelf Registration.  If (i) because of any change in law or applicable
       ------------------
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Exchange
Offer as contemplated by Section 2 hereof, or (ii) for any reason other than
those specified in clause (i) above,

                                       8
<PAGE>

the Exchange Offer or a Holdings Exchange Offer is not consummated on or prior
to June 30, 2000, or (iii) any of the Initial Purchasers so requests with
respect to Notes held by them within 90 days following consummation of the
Exchange Offer, or (iv) any Holder (other than the Initial Purchasers) is not
eligible to participate in the Exchange Offer or has participated in the
Exchange Offer and has received Exchange Notes that are not freely tradeable or
(v) in the case where any of the Initial Purchasers participates in the Exchange
Offer or acquires Exchange Notes pursuant to Section 2(f) hereof, an Initial
Purchaser does not receive freely tradeable Exchange Notes in exchange for Notes
constituting any portion of an unsold allotment (it being understood that, for
purposes of this Section 3, (x) the requirement that the Initial Purchasers
deliver a Prospectus containing the information required by Items 507 and/or 508
of Regulation S-K under the Securities Act in connection with sales of Exchange
Notes acquired in exchange for such Notes shall result in such Exchange Notes
being not "freely tradeable" and (y) the requirement that an Exchanging Dealer
deliver a Prospectus in connection with sales of Exchange Notes acquired in the
Exchange Offer in exchange for Notes acquired as a result of market-making
activities or other trading activities shall not result in such Exchange Notes
being not "freely tradeable"), the following provisions shall apply:

         (a) The Company shall, as promptly as practicable, file with the
    Commission a Shelf Registration Statement relating to the offer and sale of
    the Notes or the Exchange Notes, as applicable, by the Holders from time to
    time in accordance with the methods of distribution elected by such Holders
    and set forth in such Shelf Registration Statement and Rule 415 under the
    Securities Act, provided that, with respect to Exchange Notes received by
                    --------
    the Initial Purchasers in exchange for Notes constituting any portion of an
    unsold allotment, the Company may, if permitted by current interpretations
    by the Commission's staff, file a post-effective amendment to the Exchange
    Offer Registration Statement containing the information required by
    Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its
    obligations under this paragraph (a) with respect thereto, and any such
    Exchange Offer Registration Statement, as so amended, shall be referred to
    herein as, and governed by the provisions herein applicable to, a Shelf
    Registration Statement.

         (b) The Company shall use its best efforts to cause the Shelf
    Registration Statement to be declared effective under the Securities Act as
    promptly as possible after filing such Shelf Registration Statement pursuant
    to this Section 3 and to keep such Shelf Registration Statement continuously
    effective in order to permit the Prospectus contained therein to be usable
    by Holders for a period of two years from the date the Shelf Registration
    Statement is declared effective by the Commission or such shorter period
    that will terminate when all the Notes or Exchange Notes, as applicable,
    cease to be Transfer Restricted Securities (in any such case, such period
    being called the "Shelf Registration Period"). The Company shall be deemed
    not to have used its best efforts to keep the Shelf Registration Statement
    effective during the requisite period if it voluntarily takes any action
    that would result in Holders of Notes covered thereby not being able to
    offer and sell such Notes during that period, unless (i) such action is
    required by applicable law, (ii) the Company complies with this Agreement or
    (iii) such

                                       9
<PAGE>

    action is taken by the Company in good faith and for valid business reasons
    (not including avoidance of the Company's obligations hereunder), including
    the acquisition or divestiture of assets, so long as the Company promptly
    thereafter complies with the requirements of Section 4(l) hereof, if
    applicable.

    4. Registration Procedures.  In connection with any Shelf Registration
       -----------------------
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:

         (a) The Company shall within a reasonable time prior to the filing of
    any Company Registration Statement, any related Prospectus, any amendment to
    a Company Registration Statement or amendment or supplement to a related
    Prospectus or any document which is to be incorporated by reference into a
    Company Registration Statement or a related Prospectus after initial filing
    of a Company Registration Statement, provide copies of such document to the
    Initial Purchasers and their counsel (and, in the case of a Shelf
    Registration Statement, the Holders and their counsel, upon their request)
    and make such representatives of the Company as shall be reasonably
    requested by the Initial Purchasers or their counsel (and, in the case of a
    Shelf Registration Statement, the Majority Holders or their counsel)
    available for discussion of such document, and shall not at any time file or
    make any amendment to the Company Registration Statement, any related
    Prospectus or any amendment of or supplement to a Company Registration
    Statement or a related Prospectus or any document which is to be
    incorporated by reference into a Company Registration Statement or a related
    Prospectus, of which the Initial Purchasers and their counsel (and, in the
    case of a Shelf Registration Statement, the Holders and their counsel) shall
    not have previously been advised and furnished a copy or to which the
    Initial Purchasers or their counsel (and, in the case of a Shelf
    Registration Statement, the Holders or

                                       10
<PAGE>

    their counsel) shall object, except for any amendment or supplement or
    document (a copy of which has been previously furnished to the Initial
    Purchasers and their counsel (and, in the case of a Shelf Registration
    Statement, the Holders and their counsel, upon their request)) which counsel
    to the Company shall advise the Company in the form of a written opinion, is
    required in order to comply with applicable law; the Initial Purchasers
    agree that, if they receive timely notice and drafts under this clause (a),
    they will not take actions or make objections pursuant to this clause (a)
    such that the Company is unable to comply with its obligations under Section
    2.

         (b) The Company shall ensure that:

             (i) any Company Registration Statement and any amendment thereto
    and any related Prospectus contained therein and any amendment or supplement
    thereto complies in all material respects with the Securities Act and the
    rules and regulations thereunder;

             (ii) any Company Registration Statement and any amendment thereto
    does not, when it becomes effective, contain an untrue statement of a
    material fact or omit to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading; and

             (iii) any Prospectus forming part of any Company Registration
    Statement, including any amendment or supplement to such Prospectus, does
    not include an untrue statement of a material fact or omit to state a
    material fact necessary in order to make the statements therein, in light of
    the circumstances under which they were made, not misleading.

         (c) (1) The Company shall advise the Initial Purchasers and, in the
    case of a Shelf Registration Statement, the Holders of Notes and/or Exchange
    Notes covered thereby, and, if requested by the Initial Purchasers or any
    such Holder, confirm such advice in writing:

             (i) when a Company Registration Statement and any amendment thereto
         has been filed with the Commission and when the Company Registration
         Statement or any post-effective amendment thereto has become effective;
         and

             (ii) of any request by the Commission for amendments or supplements
         to the Company Registration Statement or the Prospectus included
         therein or for additional information.

             (2) During the Shelf Registration Period or the Exchange Offer
    Registration Period, as applicable, the Company shall advise the Initial
    Purchasers and, in the case of a Shelf Registration Statement, the Holders
    of Notes covered thereby, and, in the case of an Exchange Offer Registration
    Statement, any

                                       11
<PAGE>

    Exchanging Dealer that has provided in writing to the Company a telephone or
    facsimile number and address for notices, and, if requested by the Initial
    Purchasers or any such Holder or Exchanging Dealer, confirm such advice in
    writing:

             (i) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Company Registration Statement or
         the initiation of any proceedings for that purpose;

             (ii) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Notes included
         therein for sale in any jurisdiction or the initiation or threatening
         of any proceeding for such purpose; and

             (iii)  of the happening of any event that requires the making of
         any changes in the Company Registration Statement or the related
         Prospectus so that, as of such date, the Company Registration
         Statement or the related Prospectus does not include an untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements therein (in the case of the
         Prospectus, in light of the circumstances under which they were made)
         not misleading or upon its discovery that the Company Registration
         Statement or the related Prospectus includes an untrue statement of a
         material fact or omits to state a material fact necessary to make the
         statements therein (in the case of the Prospectus, in light of the
         circumstances under which they were made) not misleading (which advice
         shall be accompanied by an instruction to suspend the use of the
         Prospectus until the requisite changes have been made).

         (d) The Company shall use its best efforts to obtain the withdrawal of
    any order suspending the effectiveness of any Company Registration Statement
    at the earliest possible time.

         (e) The Company shall furnish to each Holder of Notes covered by any
    Shelf Registration Statement that so requests, without charge, at least one
    copy of such Shelf Registration Statement and any post-effective amendment
    thereto, including financial statements and schedules, and, if the Holder so
    requests in writing, all exhibits thereto.

         (f) The Company shall, during the Shelf Registration Period, deliver to
    each Holder of Notes covered by any Shelf Registration Statement, without
    charge, as many copies of the Prospectus (including each preliminary
    Prospectus) included in such Shelf Registration Statement and any amendment
    or supplement thereto as such Holder may reasonably request; and the Company
    consents to the use of the Prospectus or any amendment or supplement thereto
    by each of the selling Holders of Notes in connection with the offering and
    sale of the Notes covered by the Prospectus or any amendment or supplement
    thereto.

                                       12
<PAGE>

         (g) The Company shall furnish to each Exchanging Dealer that so
    requests, without charge, at least one copy of the Exchange Offer
    Registration Statement and any post-effective amendment thereto, including
    financial statements and schedules, any documents incorporated by reference
    therein and, if the Exchanging Dealer so requests in writing, all exhibits
    thereto.

         (h) The Company shall, during the Exchange Offer Registration Period,
    promptly deliver to each Exchanging Dealer, without charge, as many copies
    of the Prospectus included in such Exchange Offer Registration Statement and
    any amendment or supplement thereto as such Exchanging Dealer may reasonably
    request for delivery by such Exchanging Dealer in connection with a sale of
    Exchange Notes received by it pursuant to the Exchange Offer; and the
    Company consents to the use of the Prospectus or any amendment or supplement
    thereto by any such Exchanging Dealer, as provided in Section 2(e) above.

             (i) Each Holder of Notes and each Exchange Dealer agrees by its
         acquisition of such Notes and/or Exchange Notes to be sold by such
         Exchange Dealer, as the case may be, that, upon actual receipt of any
         notice from the Company of the happening of any event of the kind
         described in paragraph (c)(2)(i), (c)(2)(ii), or (c)(2)(iii) of this
         Section 4, such Holder will forthwith discontinue disposition of such
         Notes and/or Exchange Notes covered by such Company Registration
         Statement or related Prospectus or Exchange Notes to be sold by such
         Holder or Exchange Dealer, as the case may be, until such Holder's or
         Exchange Dealer's receipt of the copies of the supplemented or amended
         Prospectus contemplated by Section 4(l) hereof, or until it is advised
         in writing by the Company that the use of the applicable Prospectus may
         be resumed, and has received copies of any amendments or supplements
         thereto. In the event that the Company shall give any such notice, the
         Exchange Offer Registration Period shall be extended by the number of
         days during such periods from and including the date of the giving of
         such notice to and including the date when each seller of the Notes
         and/or Exchange Notes covered by such Company Registration Statement or
         Exchange Notes to be sold by such Exchange Dealer, as the case may be,
         shall have received (x) the copies of the supplemented or amended
         Prospectus contemplated by Section 4(l) hereof or (y) the advice in
         writing.

         (j) Prior to any Exchange Offer or any other offering of Notes or
    Exchange Notes pursuant to any Company Registration Statement, the Company
    shall register or qualify or cooperate with the Holders of Notes and/or
    Exchange Notes included therein and their respective counsel in connection
    with the registration or qualification of such Notes and/or Exchange Notes
    for offer and sale under the securities or blue sky laws of such states as
    any such Holders reasonably request in writing and do any and all other acts
    or things necessary or advisable to enable the offer and sale in such states
    of the Notes and/or Exchange Notes covered by such Company Registration
    Statement; provided, however, that the Company will not be required to
               --------  -------
    qualify as a foreign corporation or as a dealer

                                       13
<PAGE>

    in securities in any jurisdiction in which it is not then so qualified, to
    file any general consent to service of process or to take any action that
    would subject it to general service of process in any such jurisdiction
    where it is not then so subject or to subject itself to taxation in respect
    of doing business in any jurisdiction in which it is not otherwise so
    subject.

         (k) The Company shall cooperate with the Holders to facilitate the
    timely preparation and delivery of certificates representing Notes and/or
    Exchange Notes to be sold pursuant to any Company Registration Statement
    free of any restrictive legends and in denominations of $1,000 or an
    integral multiple thereof and registered in such names as Holders may
    request prior to sales of Notes and/or Exchange Notes pursuant to such
    Company Registration Statement.

         (l) Upon the occurrence of any event contemplated by paragraph
    (c)(2)(iii) of this Section 4, the Company shall promptly prepare and file a
    post-effective amendment to any Company Registration Statement or an
    amendment or supplement to the related Prospectus or any other required
    document so that, as thereafter delivered to purchasers of the Notes and/or
    Exchange Notes included therein, the Prospectus will not include an untrue
    statement of a material fact or omit to state any material fact necessary to
    make the statements therein, in light of the circumstances under which they
    were made, not misleading and, in the case of a Shelf Registration
    Statement, notify the Holders to suspend use of the Prospectus as promptly
    as practicable after the occurrence of such an event. Notwithstanding the
    foregoing, the Company shall not be required to amend or supplement a Shelf
    Registration Statement, any related Prospectus or any document incorporated
    therein by reference, for a period not to exceed an aggregate of 30 days in
    any calendar year, if the Company determines in its good faith judgment that
    the disclosure of such event at such time would have a material adverse
    effect on the business, operations, or prospects of the Company or the
    disclosure otherwise related to a pending material business transaction that
    has not yet been publicly disclosed.

         (m) Not later than the effective date of any such Company Registration
    Statement hereunder, the Company shall provide a CUSIP number for the Notes
    or Exchange Notes, as the case may be, registered under such Company
    Registration Statement, and provide the Trustee with certificates for such
    Notes or Exchange Notes, in a form eligible for deposit with The Depository
    Trust Company.

         (n) The Company shall comply with all applicable rules and regulations
    of the Commission and shall make generally available to its security holders
    as soon as practicable after the effective date of the applicable Company
    Registration Statement an earnings statement meeting the requirements of
    Rule 158 under the Securities Act.

                                       14
<PAGE>

         (o) The Company may require each Holder of Notes to be sold pursuant to
    any Shelf Registration Statement to furnish to the Company such information
    regarding the Holder and the distribution of such Notes as the Company may
    from time to time reasonably require for inclusion in such Company
    Registration Statement.

         (p) The Company shall, if requested, promptly incorporate in a
    Prospectus supplement or post-effective amendment to a Shelf Registration
    Statement, such information as the Managing Underwriters, if any, and
    Majority Holders reasonably agree should be included therein, and shall make
    all required filings of such Prospectus supplement or post-effective
    amendment promptly upon notification of the matters to be incorporated in
    such Prospectus supplement or post-effective amendment.

         (q) In the case of any Shelf Registration Statement, the Company shall
    enter into such agreements (including underwriting agreements) and take all
    other appropriate actions in order to expedite or to facilitate the
    registration or the disposition of any Notes included therein, and in
    connection therewith, if an underwriting agreement is entered into, cause
    the same to contain indemnification provisions and procedures no less
    favorable than those set forth in Section 6 (or such other provisions and
    procedures acceptable to the Majority Holders and the Managing Underwriters,
    if any) with respect to all parties to be indemnified pursuant to Section 6.

         (r) In the case of any Shelf Registration Statement, the Company shall:

             (i) make reasonably available for inspection by the Holders of
         Notes to be registered thereunder, any underwriter participating in any
         disposition pursuant to such Shelf Registration Statement, and any
         attorney, accountant or other agent retained by the Holders or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and any of its
         subsidiaries;

             (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by the Holders or
         any such underwriter, attorney, accountant or agent in connection with
         any such Company Registration Statement as is customary for similar due
         diligence examinations and make such representatives of the Company as
         shall be reasonably requested by the Initial Purchasers or Managing
         Underwriters, if any, available for discussion of any such Company
         Registration Statement; provided, however, that any non-public
                                 --------  -------
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to

                                       15
<PAGE>

         the public generally or through a third party without an accompanying
         obligation of confidentiality other than as a result of a disclosure of
         such information by any such Holder, underwriter, attorney, accountant
         or agent;

             (iii) make such representations and warranties to the Holders of
         Notes registered thereunder and the underwriters, if any, in form,
         substance and scope as are customarily made by issuers to underwriters
         in similar underwritten offerings as may be reasonably requested by
         them;

             (iv) obtain opinions of counsel to the Company and updates thereof
         (which counsel and opinions (in form, scope and substance) shall be
         reasonably satisfactory to the Managing Underwriters, if any) addressed
         to each selling Holder and the underwriters, if any, covering such
         matters as are customarily covered in opinions requested in similar
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

             (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Company Registration Statement), addressed to
         the underwriters, if any, and use reasonable efforts to have such
         letter addressed to the selling Holders of Notes registered thereunder
         (to the extent consistent with Statement on Auditing Standards No. 72
         of the American Institute of Certified Public Accountants (AICPA) ("SAS
         72")), in customary form and covering matters of the type customarily
         covered in "cold comfort" letters in connection with similar
         underwritten offerings, or if the provision of such "cold comfort"
         letters is not permitted by SAS 72 or if requested by the Initial
         Purchasers or their counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         75 of the AICPA, covering matters requested by the Initial Purchasers
         or their counsel; and

             (vi) deliver such documents and certificates as may be reasonably
         requested by the Majority Holders and the Managing Underwriters, if
         any, and customarily delivered in similar offerings, including those to
         evidence compliance with Section 4(l) and with any conditions contained
         in the underwriting agreement or other agreement entered into by the
         Company.

         The foregoing actions set forth in clauses (iii), (iv), (v) and
    (vi) of this Section 4(r) shall be performed at (A) the effectiveness of
    such Shelf Registration

                                       16
<PAGE>

    Statement and each post-effective amendment thereto and (B) each closing
    under any underwriting or similar agreement as and to the extent required
    thereunder.

         (s) The Company shall, in the case of a Shelf Registration, use its
    best efforts to cause all Notes to be listed on any securities exchange or
    any automated quotation system on which similar securities issued by the
    Company are then listed if requested by the Majority Holders, to the extent
    such Notes satisfy applicable listing requirements.

5. Registration Expenses; Remedies.
   -------------------------------

         (a) The Company shall bear all expenses incurred in connection with the
    performance of its obligations and the obligations of Holdings under
    Sections 2, 3 and 4 hereof (unless Holdings shall pay such expenses),
    including without limitation: (i) all Commission, stock exchange or National
    Association of Securities Dealers, Inc. registration and filing fees, (ii)
    all fees and expenses incurred in connection with compliance with state
    securities or blue sky laws (including reasonable fees and disbursements of
    counsel for any underwriters or Holders in connection with blue sky
    qualification of any of the Exchange Securities or Notes), (iii) all
    expenses of any persons in preparing or assisting in preparing, word
    processing, printing and distributing any Registration Statement, any
    Prospectus, any amendments or supplements thereto, any underwriting
    agreements, securities sales agreements and other documents relating to the
    performance of and compliance with this Agreement, (iv) all fees relating to
    the qualification of the Indenture or any indenture for the Holdings Notes
    under the Trust Indenture Act of 1939, as amended, and the rules and
    regulations of the Commission applicable to an indenture which is qualified
    thereunder, (v) the fees and disbursements of any trustee or exchange agent
    and their counsel, (vi) the fees and disbursements of counsel for the
    Company and/or Holdings, and in the case of a Shelf Registration Statement,
    the fees and disbursements of one counsel for the Holders (which counsel
    shall be selected by the Majority Holders and which counsel may also be
    counsel for the Initial Purchasers) and in the case of any Exchange Offer
    Registration Statement or Holdings Exchange Offer Registration Statement,
    the fees and expenses of counsel to the Initial Purchasers acting in
    connection therewith and (vii) the fees and disbursements of the independent
    public accountants of the Company and/or Holdings, including the expenses of
    any special audits or "cold comfort" letters required by or incident to such
    performance and compliance, but excluding fees and expenses of counsel to
    the underwriters (other than fees and expenses set forth in clause (ii)
    above) or the Holders and underwriting discounts and commissions and
    transfer taxes, if any, relating to the sale or disposition of Notes and/or
    Exchange Notes by a Holder.

         (b) The Notes provide that if (i) the Exchange Offer is not consummated
    on or prior to June 30, 2000, (ii) a Shelf Registration Statement is not
    declared effective when required herein or (iii) a Shelf Registration
    Statement is declared

                                       17
<PAGE>

    effective when required herein, but thereafter ceases to be effective or
    usable in connection with resales of Notes or Exchange Notes during the
    periods required herein (each event referred to in clauses (i) through (iii)
    above, a "Company Registration Default"), then the Company will pay
              ----------------------------
    liquidated damages ("Liquidated Damages") to each Holder of Notes, with
                         ------------------
    respect to the first 90-day period immediately following the occurrence of
    such Company Registration Default in an amount equal to $.20 per week per
    $1,000 principal amount of the Notes and/or Exchange Notes held by each such
    Holder. Upon a Company Registration Default, Liquidated Damages will accrue
    at the rate specified above until all such Company Registration Default are
    cured and the amount of Liquidated Damages will increase by an additional
    $.10 per week per $1,000 principal amount of Notes and/or Exchange Notes
    with respect to each subsequent 90-day period until all Company Registration
    Defaults have been cured, up to a maximum amount of Liquidated Damages of
    $.50 per week per $1,000 principal amount of Notes and/or Exchange Notes
    (regardless of whether one or more than one Company Registration Defaults or
    Holdings Registration Defaults is outstanding). All accrued Liquidated
    Damages will be paid by the Company on March 15 and September 15 of each
    year to the Holders of the Notes and/or Exchange Notes.

         (c) In the event the VoiceStream Transactions shall be consummated,
    whether or not the Company has complied with its obligations under this
    Agreement, there shall be a default under this Agreement if Holdings does
    not: (i) file with the Commission the Holdings Exchange Offer Registration
    Statement with respect to the Holdings Exchange Offer on or before the 45th
    calendar day after the consummation of the VoiceStream Transactions, (ii)
    cause the Holdings Exchange Offer Registration Statement to be declared
    effective under the Securities Act on or before the 105th calendar day after
    the consummation of the VoiceStream Transactions and remain effective until
    the closing of the Holdings Exchange Offer and (iii) consummate the Holdings
    Exchange Offer on or before the 150th calendar day after the consummation of
    the VoiceStream Transactions (each such event referred to in clauses (i)
    through (iii) above, a "Holdings Registration Default"). In the event that
                            -----------------------------
    a Holdings Registration Default shall occur, then the Company will pay
    Liquidated Damages to the Holder of each Note and/or Exchange Note, with
    respect to the first 90-day period immediately following the occurrence of
    such Holdings Registration Default in an amount equal to $.20 per week per
    $1,000 principal amount of Notes and/or Exchange Notes held by each such
    Holder. Upon such a Holdings Registration Default, Liquidated Damages will
    accrue at the rate specified above until such Holdings Registration Default
    is cured and the amount of Liquidated Damages will increase by an additional
    $.10 per week per $1,000 principal amount of Notes and/or Exchange Notes
    with respect to each subsequent 90-day period until all Holdings
    Registration Defaults have been cured up to a maximum amount of Liquidated
    Damages of $.50 per week per $1,000 principal amount of Notes and/or
    Exchange Notes (regardless of whether one or more Holdings Registration
    Defaults or

                                       18
<PAGE>

    Company Registration Defaults is outstanding). All accrued Liquidated
    Damages will be paid by the Company on March 15 and September 15 of each
    year to the Holders of the Notes and/or the Exchange Notes.

         (d) Without limiting the remedies available to the Initial Purchasers
    and the Holders, the Company acknowledges that any failure by the Company to
    comply with the provisions under Sections 2, 3 and 4 hereof may result in
    material irreparable injury to the Initial Purchasers or the Holders for
    which there is no adequate remedy at law, that it will not be possible to
    measure damages for such injuries precisely and that, in the event of any
    such failure, the Initial Purchasers or any Holder may obtain such relief as
    may be required to specifically enforce the provisions under Sections 2, 3
    and 4 hereof.

6.  Indemnification and Contribution.
    --------------------------------

         (a) The Company shall indemnify and hold harmless each Holder of Notes
    and Exchange Securities covered by a Registration Statement (including the
    Initial Purchasers and, with respect to any Prospectus delivery as
    contemplated by Sections 2(e) and 4(h) hereof, each Exchanging Dealer), the
    officers, directors, employees and agents of such Holder and each person, if
    any, who controls such Holder within the meaning of Section 15 of the
    Securities, from and against any loss, claim, damage or liability, joint or
    several, or any action in respect thereof (including, but not limited to,
    any loss, claim, damage, liability or action relating to purchases and sales
    of Notes and/or Exchange Securities), to which such Holder, officer,
    director, employee, agent or controlling person may become subject, under
    the Securities Act or otherwise, insofar as such loss, claim, damage,
    liability or action arises out of, or is based upon, (i) any untrue
    statement or alleged untrue statement of a material fact contained in (A)
    any Prospectus, Registration Statement or in any amendment or supplement
    thereto or (B) any blue sky application or other document prepared or
    executed by the Company or Holdings (or based upon any written information
    furnished by the Company or Holdings) specifically for the purpose of
    qualifying any or all of the Notes or Exchange Securities under the
    securities laws of any state or other jurisdiction (any such application,
    document or information being hereinafter called a "Blue Sky Application"),
                                                        --------------------
    (ii) the omission or alleged omission to state in any Prospectus,
    Registration Statement or in any amendment or supplement thereto, or in any
    Blue Sky Application any material fact required to be stated therein or
    necessary to make the statements therein not misleading or (iii) any act or
    failure to act, or any alleged act or failure to act, by any such Holder in
    connection with, or relating in any manner to, the Notes or the Exchange
    Securities or any Exchange Offer or Holdings Exchange Offer contemplated
    hereby, and which is included as part of or referred to in any loss, claim,
    damage, liability or action arising out of or based upon matters covered by
    clause (i) or (ii) above (provided that the Company shall not be liable in
    the case of any matter covered by this clause (iii) to the extent that it is
    determined in a final judgment by a court of

                                       19
<PAGE>

    competent jurisdiction that such loss, claim, damage, liability or action
    resulted solely from any such act or failure to act undertaken or omitted to
    be taken by such Holder through its gross negligence or willful misconduct),
    and shall reimburse each such Holder and each such officer, director,
    employee, agent or controlling person promptly upon demand for any legal or
    other expenses reasonably incurred by that Holder, officer, director,
    employee, agent or controlling person in connection with investigating or
    defending or preparing to defend against any such loss, claim, damage,
    liability or action as such expenses are incurred; provided, however, that
    the Company shall not be liable in any such case to the extent that any such
    loss, claim, damage, liability or action arises out of, or is based upon,
    any untrue statement or alleged untrue statement or omission or alleged
    omission made in any Prospectus, Registration Statement or in any such
    amendment or supplement, or in any Blue Sky Application in reliance upon and
    in conformity with the written information concerning such Holder furnished
    to the Company by or on behalf of such Holder specifically for inclusion
    therein; provided, further, that the Company shall not be liable to any
    Holder under the indemnity agreement in this paragraph 6(a) with respect to
    any preliminary Prospectus to the extent that any such loss, claim, damage
    or liability of such Holder results from the fact that such Holder sold
    Notes or Exchange Securities to a person as to whom it is established that
    there was not sent or given, at or prior to the written confirmation of such
    sale, a copy of the final Prospectus as then amended or supplemented, in any
    case where such delivery is required by the Securities Act if the Company
    has previously furnished copies thereof in sufficient quantity to such
    Holder and has complied with the provisions of Section 4(c)(2) and 4(f) or
    4(h) hereof and the loss, claim, damage or liability of such Holder results
    from an untrue statement or omission of a material fact contained in the
    preliminary Prospectus which was identified at such time to such Holder and
    corrected in the final Prospectus or in the final Prospectus as then amended
    or supplemented. The foregoing indemnity agreement is in addition to any
    liability which the Company may otherwise have to any Holder or to any
    officer, director, employee, agent or controlling person of that Holder.

         The Company also agrees to indemnify or contribute to Losses of, as
    provided in Section 6(d) hereof, any underwriters of Notes registered under
    a Shelf Registration Statement, their officers, directors, employees and
    agents and each person who controls such underwriters on the same basis as
    that of the indemnification of the Initial Purchasers and the selling
    Holders provided in this Section 6(a) and shall, if requested by any Holder,
    enter into an underwriting agreement reflecting such agreement, as provided
    in Section 4(q) hereof.

         (b) Each Holder of Notes and Exchange Securities covered by a
    Registration Statement (including the Initial Purchasers and, with respect
    to any Prospectus delivery as contemplated by Sections 2(e) and 4(h) hereof,
    each Exchanging Dealer), severally and not jointly, shall indemnify and hold
    harmless the Company, each of the directors of the Company, (iii) each of
    the officers of

                                       20
<PAGE>

    the Company who signs a Registration Statement and (iv) each Person who
    controls the Company within the meaning of Section 15 of the Securities Act,
    from and against any loss, claim, damage or liability, joint or several, or
    any action in respect thereof, to which the Company or any such director,
    officer or controlling person may become subject under the Securities Act or
    otherwise, insofar as such loss, claim, damage, liability or action arises
    out of, or is based upon, (i) any untrue statement or alleged untrue
    statement of a material fact contained in (A) any Prospectus, Registration
    Statement or in any amendment or supplement thereto or (B) any Blue Sky
    Application or (ii) the omission or alleged omission to state in the
    Prospectus, Registration Statement or in any amendment or supplement
    thereto, or in any Blue Sky Application any material fact required to be
    stated therein or necessary to make the statements therein not misleading,
    but in the case of clauses (i) and (ii) only to the extent that the untrue
    statement or alleged untrue statement or omission or alleged omission was
    made in reliance upon and in conformity with the written information
    concerning such Holder furnished to the Company by or on behalf of that
    Holder specifically for inclusion therein, and shall reimburse the Company
    and any such director, officer or controlling person promptly on demand for
    any legal or other expenses reasonably incurred by the Company or any such
    director, officer or controlling person in connection with investigating or
    defending or preparing to defend against any such loss, claim, damage,
    liability or action as such expenses are incurred. The foregoing indemnity
    agreement is in addition to any liability which any Holder may otherwise
    have to the Company or any such director, officer or controlling person.

         (c) Promptly after receipt by an indemnified party under this Section 6
    of notice of any claim or the commencement of any action, the indemnified
    party shall, if a claim in respect thereof is to be made against the
    indemnifying party under this Section 6, notify the indemnifying party in
    writing of the claim or the commencement of that action; provided, however,
    that the failure to notify the indemnifying party shall not relieve it from
    any liability which it may have under this Section 6 except to the extent
    that the indemnifying party has been materially prejudiced by such failure
    and provided further that the failure to notify the indemnifying party shall
    not relieve it from any liability which it may have to an indemnified party
    otherwise than under Section 9(a) or (b) hereof. If any such claim or action
    shall be brought against an indemnified party, and it shall notify the
    indemnifying party thereof, the indemnifying party shall be entitled to
    participate therein and, to the extent that it wishes, jointly with any
    other similarly notified indemnifying party, to assume the defense thereof
    with counsel reasonably satisfactory to the indemnified party. After notice
    from the indemnifying party to the indemnified party of its election to
    assume the defense of such claim or action, the indemnifying party shall not
    be liable to the indemnified party under this Section 6 for any legal or
    other expenses subsequently incurred by the indemnified party in connection
    with the defense thereof other than reasonable costs of investigation;
    provided, however, that each

                                       21
<PAGE>

    Holder of Notes and Exchange Securities covered by a Registration Statement
    (including the Initial Purchasers and, with respect to any Prospectus
    delivery as contemplated by Sections 2(e) and 4(h) hereof, each Exchanging
    Dealer) shall have the right to employ separate counsel to represent jointly
    such Holder and their respective directors, officers, employees, agents and
    controlling persons who may be subject to liability arising out of any claim
    in respect of which indemnity may be sought by such Holders against the
    Company under this Section 6 if, in the reasonable judgment of such Holders,
    it is advisable for the Holders and those directors, officers, employees,
    agents and controlling persons to be jointly represented by separate
    counsel, and in that event the Company shall not have the right to direct
    the defense of such action on behalf of the Holders with respect to such
    different defenses and the fees and expenses of such separate counsel shall
    be paid by the Company. No indemnifying party shall (i) without the prior
    written consent of the indemnified parties (which consent shall not be
    unreasonably withheld), settle or compromise or consent to the entry of any
    judgment with respect to any pending or threatened claim, action, suit or
    proceeding in respect of which indemnification or contribution may be sought
    hereunder (whether or not the indemnified parties are actual or potential
    parties to such claim or action) unless such settlement, compromise or
    consent includes an unconditional release of each indemnified party from all
    liability arising out of such claim, action, suit or proceeding, or (ii) be
    liable for any settlement of any such action effected without its written
    consent (which consent shall not be unreasonably withheld), but if settled
    with its written consent or if there be a final judgment in favor of the
    plaintiff in any such action, the indemnifying party agrees to indemnify and
    hold harmless any indemnified party from and against any loss or liability
    by reason of such settlement or judgment in accordance with this Section 6.

         (d) If the indemnification provided for in this Section 6 shall for any
    reason be unavailable to or insufficient to hold harmless an indemnified
    party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
    liability, or any action in respect thereof, referred to therein, then each
    indemnifying party shall, in lieu of indemnifying such indemnified party,
    contribute to the amount paid or payable by such indemnified party as a
    result of such loss, claim, damage or liability, or action in respect
    thereof, (i) in such proportion as shall be appropriate to reflect the
    relative benefits received by the indemnifying party, on the one hand, and
    the indemnifying party, on the other hand, from the Initial Placement and
    the Registration Statement that resulted in such loss, claim, damage or
    liability, or any action in respect thereof; provided, however, that in no
    case shall the Initial Purchasers or any subsequent Holder of any Note or
    Exchange Security be responsible, in the aggregate, for any amount in excess
    of the purchase discount or commission applicable to such Security, or in
    the case of an Exchange Security, applicable to the Note that was
    exchangeable into such Exchange Security, as set forth on the cover page of
    the Final Memorandum, nor shall any underwriter be responsible for any
    amount in excess of the underwriting discount

                                       22
<PAGE>

    or commission applicable to the Notes purchased by such underwriter under
    the Registration Statement that resulted in such loss, claim, damage or
    liability, or any action in respect thereof, or (ii) if the allocation
    provided by clause (i) above is not permitted by applicable law, in such
    proportion as is appropriate to reflect not only the relative benefits
    referred to in clause (i) above but also the relative fault of the
    indemnifying party, on the one hand, and the indemnifying party, on the
    other hand, with respect to the statements or omissions which resulted in
    such loss, claim, damage or liability, or action in respect thereof, as well
    as any other relevant equitable considerations. The relative benefits
    received by the Company shall be deemed to be equal to the total net
    proceeds from the Initial Placement (before deducting expenses) as set forth
    on the cover page of the Final Memorandum. The relative benefits received by
    the Initial Purchasers shall be deemed to be equal to the total purchase
    discounts and commissions as set forth on the cover page of the Final
    Memorandum, and benefits received by any other Holders shall be deemed to be
    equal to the value of receiving Notes or Exchange Securities, as applicable,
    registered under the Securities Act. The relative benefits received by any
    underwriter shall be deemed to be equal to the total underwriting discounts
    and commissions, as set forth on the cover page of the Prospectus forming a
    part of the Registration Statement that resulted in such loss, claim, damage
    or liability, or any action in respect thereof. The relative fault shall be
    determined by reference to, among other things, whether the untrue or
    alleged untrue statement of a material fact or omission or alleged omission
    to state a material fact relates to information supplied by the indemnifying
    party, on the one hand, or the indemnified party, on the other hand, the
    intent of the parties and their relative knowledge, access to information
    and opportunity to correct or prevent such statement or omission. The
    parties agree that it would not be just and equitable if contributions
    pursuant to this Section 6(d) were to be determined by pro rata allocation
    (even if either the indemnifying party or the indemnified party, as the case
    may be, were treated as one entity for such purpose) or by any other method
    of allocation which does not take into account the equitable considerations
    referred to herein. The amount paid or payable by an indemnified party as a
    result of the loss, claim, damage or liability, or action in respect
    thereof, referred to above in this Section 6(d) shall be deemed to include,
    subject to limitations set forth above, any legal or other expenses
    reasonably incurred by such indemnified party in connection with
    investigating or defending any such action or claim. Notwithstanding the
    provisions of this Section 6(d), no Initial Purchaser shall be required to
    indemnify or contribute any amount in excess of the amount by which the
    proceeds received by the Initial Purchaser from the offering of the Notes
    exceeds the amount of any damages which the Initial Purchaser has otherwise
    paid or become liable to pay by reason of any untrue or alleged untrue
    statement or omission or alleged omission. 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. The remedies provided for in this Section
    6 are not exclusive and shall not limit any rights or remedies which may

                                       23
<PAGE>

    otherwise be available to any indemnified party at law or in equity. The
    Initial Purchasers' obligations to contribute as provided in this Section
    6(d) are several in proportion to their respective purchase obligations and
    not joint.

         (e) The provisions of this Section 6 will remain in full force and
    effect, regardless of any investigation made by or on behalf of any Holder
    or the Company or any of the officers, directors or controlling persons
    referred to in Section 6 hereof, and will survive the sale by a Holder of
    Notes or Exchange Securities covered by a Registration Statement.

7.  Miscellaneous.
    -------------

         (a) No Inconsistent Agreement. The Company has not, as of the date
             -------------------------
    hereof, into, nor shall it, on or after the date hereof, enter into, any
    agreement that conflicts with the rights granted to the Holders herein or
    otherwise conflicts with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
             ----------------------
    the provisions of this sentence, may not be amended, qualified, modified or
    supplemented, and waivers or consents to departures from the provisions
    hereof may not be given, unless the Company has obtained the written consent
    of the Holders of at least a majority of the then outstanding aggregate
    principal amount of Notes (or, after the consummation of any Exchange Offer
    in accordance with Section 2 hereof, of Exchange Notes); provided that, with
                                                             --------
    respect to any matter that directly or indirectly affects the rights of the
    Initial Purchasers hereunder, the Company shall obtain the written consent
    of the Initial Purchasers. Notwithstanding the foregoing (except the
    foregoing proviso), a waiver or consent to departure from the provisions
    hereof with respect to a matter that relates exclusively to the rights of
    Holders whose Notes are being sold pursuant to a Registration Statement and
    that does not directly or indirectly affect the rights of other Holders may
    be given by the Majority Holders, determined on the basis of Notes or
    Exchange Notes being sold rather than registered under such Registration
    Statement.

         (c) Notices. All notices and other communications provided for or
             -------
    permitted hereunder shall be made in writing by hand-delivery, first-class
    mail, telex, telecopier, or air courier guaranteeing overnight delivery:

             (i) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this Section
         7(c), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the exchange agent, with a copy in
         like manner to Lehman Brothers Inc.;

             (ii) if to the Initial Purchasers, at Lehman Brothers Inc., Three
         World Financial Center, New York, New York 10285, Attention: High

                                       24
<PAGE>

         Yield Capital Markets (Fax: 212-526-3738), with a copy to Weil, Gotshal
         & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention:
         Jeremy W. Dickens (Fax: 212-310-8007); and

             (iii) if to the Company, at Omnipoint Corporation, 3 Bethesda Metro
         Center, Bethesda, MD 20814, Attention: Harry Plonskier (Fax: 301-951-
         2580), with a copy to Piper & Marbury L.L.P., 1200 Nineteenth Street,
         NW, Washington, DC 20026, Attention: Edwin M. Martin, Jr., Esq. (Fax:
         202-223-2085).

         All such notices and communications shall be deemed to have been duly
    given when received. The Initial Purchasers, on the one hand, or the
    Company, on the other hand, by notice to the other party or parties may
    designate additional or different addresses for subsequent notices or
    communications.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
             ----------------------
    of and be binding upon the successors and assigns of each of the parties,
    including, without the need for an express assignment or any consent by the
    Company thereto, subsequent Holders of Notes and/or Exchange Securities. The
    Company hereby agrees to extend the benefits of this Agreement to any Holder
    of Notes and/or Exchange Securities and any such Holder may specifically
    enforce the provisions of this Agreement as if an original party hereto.

         (e) Counterparts. This Agreement may be executed in any number of
             ------------
    counterparts and by the parties hereto in separate counterparts, each of
    which when so executed shall be deemed to be an original and all of which
    taken together shall constitute one and the same Agreement.

         (f) Headings. The headings in this Agreement are for convenience of
             --------
    reference only and shall not limit or otherwise affect the meaning hereof.

         (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
             -------------
    ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (h) Severability. In the event that any one or more of the provisions
             ------------
    contained herein, or the application thereof in any circumstances, is held
    invalid, illegal or unenforceable in any respect for any reason, the
    validity, legality and enforceability of any such provision in every other
    respect and of the remaining provisions hereof shall not be in any way
    impaired or affected thereby, it being intended that all of the rights and
    privileges of the parties shall be enforceable to the fullest extent
    permitted by law.

         (i) Securities Held by the Company, Etc. Whenever the consent or
             ------------------------------------
    approval of Holders of a specified percentage of the aggregate principal
    amount of Notes or Exchange Securities is required hereunder, Notes or
    Exchange

                                       25
<PAGE>

    Securities, as applicable, held by the Company or its Affiliates (other than
    subsequent Holders of Notes or Exchange Securities if such subsequent
    Holders are deemed to be Affiliates solely by reason of their holdings of
    such Notes or Exchange Securities) shall not be counted in determining
    whether such consent or approval was given by the Holders of such required
    percentage.

                                       26
<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                              Very truly yours,

                              OMNIPOINT CORPORATION


                              By:   /s/ Douglas G. Smith
                                    ----------------------
                                    Name: Douglas G. Smith
                                    Title: President

The foregoing Agreement is hereby
accepted as of the date first above written.

LEHMAN BROTHERS INC.


By:  /s/ Raymond A. Cubero
     -----------------------
     Name: Raymond A. Cubero
     Title: SR VP

BARCLAYS CAPITAL INC.


By:   /s/  Nicholas Daifotis
     -------------------------
     Name:  Nicholas Daifotis
     Title:  Managing Director

                                       27