<PAGE>
SONERA STOCKHOLDER AGREEMENT
POWERTEL STOCKHOLDER AGREEMENT
This Stockholder Agreement (this "AGREEMENT") dated as of
August 26, 2000 between the stockholders listed on the signature page hereto
(collectively, the "STOCKHOLDER") and Deutsche Telekom AG, an
Aktiengesellschaft organized and existing under the laws of the Federal
Republic of Germany ("DT").
WHEREAS, simultaneously with the execution of this Agreement,
Powertel, Inc., a Delaware corporation (the "POWERTEL"), and DT are entering
into an Agreement and Plan of Merger dated as of the date hereof providing
for the merger of a subsidiary of DT with and into Powertel (as amended or
modified from time to time, the "DT MERGER AGREEMENT");
WHEREAS, DT has agreed to enter into the DT Merger Agreement
only if the Stockholder enters into this Agreement;
WHEREAS, simultaneously with the execution of this Agreement,
Powertel and VoiceStream Wireless Corporation, a Delaware corporation
("VOICESTREAM"), are entering into an Agreement and Plan of Reorganization
(as amended or modified from time to time, the "VOICESTREAM REORGANIZATION
AGREEMENT"), dated as of the date hereof, providing for, among other things,
the merger of a subsidiary of VoiceStream with and into Powertel if, but only
if, the DT Merger Agreement is terminated;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein and in the DT Merger Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. CERTAIN DEFINITIONS. This Agreement is one of the
Powertel Stockholder Agreements referred to in the recitals to the DT Merger
Agreement. Capitalized terms used but not defined in this Agreement are used
in this Agreement with the meanings given to such terms in the DT Merger
Agreement. In addition, for purposes of this Agreement the following terms
shall have the following meanings:
"BENEFICIALLY OWNED" or "BENEFICIAL OWNERSHIP" shall include,
with respect to any securities, the beneficial ownership of such securities
by a Stockholder and by any direct or indirect Subsidiary of a Stockholder.
"DT DERIVATIVE SECURITIES" means any security convertible into
or exchangeable for DT Securities or the value of which is derived from the
value of DT Securities.
"DT SECURITIES" means DT Ordinary Shares and DT Depositary
Shares, each representing the right to receive one DT Ordinary Share, and any
security into which DT Ordinary Shares or DT Depositary Shares are
exchangeable as contemplated by Section 1.05(f) of the DT Merger Agreement.
"TRANSFER" means, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or constructive sale
or other disposition of such security or the Beneficial Ownership thereof,
the offer to make such a sale, transfer, constructive sale or other
disposition, and each option, agreement, arrangement or understanding,
whether or
<PAGE>
not in writing, to effect any of the foregoing. The term "CONSTRUCTIVE SALE"
means a short sale with respect to such security, entering into or acquiring
an offsetting derivative contract with respect to such security, entering
into or acquiring a futures or forward contract to deliver such security or
entering into any transaction that has substantially the same effect as any
of the foregoing; PROVIDED, HOWEVER, that the term "constructive sale" shall
not include transactions involving the purchase and sale of securities
tracking a broad-based stock index excluding the DAX Index.
"VOICESTREAM/DT MERGER AGREEMENT" means the Agreement and Plan
of Merger between Parent and DT dated as of July 23, 2000, as it may be
amended or modified from time to time.
2. REPRESENTATIONS; WARRANTIES AND COVENANTS OF
STOCKHOLDER. Stockholder hereby represents and warrants, severally and not
jointly, to DT, solely with respect to itself, as of the date hereof, as
follows:
2.1 TITLE. As of the date hereof, Stockholder is the sole
record and Beneficial Owner of the number of shares of Powertel Common Stock
or Powertel Preferred Stock, as the case may be, set forth opposite
Stockholder's name on Schedule A attached hereto (Stockholder's "Existing
Shares" and, together with the record ownership or Beneficial Ownership of
any shares of Powertel Common Stock, Powertel Preferred Stock or other voting
capital stock of Powertel acquired after the date hereof, whether upon the
exercise of warrants or options, conversion of the Powertel Preferred Stock
or any convertible securities or otherwise, Stockholder's "Shares"), and/or
the number of warrants, options or other rights to acquire or receive such
Powertel Common Stock or Powertel Preferred Stock, as the case may be, set
forth opposite Stockholder's name on Schedule A attached hereto
(Stockholder's "Existing Rights" and, together with record ownership or
Beneficial Ownership of any warrants, options or other rights to acquire or
receive such shares of Powertel Common Stock, Powertel Preferred Stock or
other voting capital stock of Powertel acquired after the date hereof,
Stockholder's "Rights"). Stockholder is the lawful owner of the Existing
Shares and Existing Rights, free and clear of all liens, claims, charges,
security interests or other encumbrances, except as disclosed on Schedule A.
As of the date hereof, the Existing Shares constitute all of the capital
stock of Powertel Beneficially Owned or owned of record by Stockholder
(excluding the Existing Rights) and Stockholder does not own of record or
beneficially, or have the right to acquire (whether currently, upon lapse of
time, following the satisfaction of any conditions, upon the occurrence of
any event or any combination of the foregoing) any shares of Powertel Common
Stock or Powertel Preferred Stock or any other securities convertible into or
exchangeable or exercisable for shares of Powertel Common Stock or Powertel
Preferred Stock, except pursuant to the Existing Rights.
2.2 RIGHT TO VOTE. Stockholder has, with respect to all of
Stockholder's Existing Shares, and will have at the Powertel Stockholders'
Meeting, with respect to all of Stockholder's Shares acquired prior to the
record date for the Powertel Stockholders' Meeting, sole voting power, sole
power of disposition or sole power to issue instructions with respect to the
matters set forth in SECTION 4 hereof and to fulfill its obligations under
such Section and shall not take any action or grant any person any proxy
(revocable or irrevocable) or power-of-attorney with respect to any Shares or
Rights inconsistent with his or its obligations as provided
2
<PAGE>
by SECTION 4 AND SECTION 5 hereof. Stockholder hereby revokes any and all
proxies with respect to Stockholder's Existing Shares or Existing Rights to
the extent they are inconsistent with the Stockholders' obligations under
this Agreement.
2.3 AUTHORITY. Stockholder has full legal power, authority,
legal capacity and right to execute and deliver, and to perform its or his
obligations under, this Agreement. No other proceedings or actions on the
part of Stockholder are necessary to authorize the execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Stockholder and constitutes a valid and binding agreement of
Stockholder enforceable against Stockholder in accordance with its terms,
subject to (i) bankruptcy, insolvency, moratorium and other similar laws now
or hereafter in effect relating to or affecting creditors rights generally
and (ii) general principles of equity (regardless of whether considered in a
proceeding at law or in equity).
2.4 CONFLICTING INSTRUMENTS. Neither the execution and
delivery of this Agreement, nor the performance by Stockholder of its
agreements and obligations hereunder will result in any breach or violation
of, or be in conflict with or constitute a default under, any term of any
agreement, judgment, injunction, order, decree, law or regulation to which
Stockholder is a party or by which Stockholder (or any of its assets) is
bound.
2.5 DT'S RELIANCE. Stockholder understands and acknowledges
that DT is entering into the DT Merger Agreement in reliance upon
Stockholder's execution, delivery and performance of this Agreement.
3. RESTRICTION ON TRANSFER; OTHER RESTRICTIONS.
3.1 Stockholder agrees not to Transfer or agree to Transfer
any Shares or Rights owned of record or Beneficially Owned by Stockholder,
except as otherwise permitted by this Section 3 or pursuant to the DT Merger
Agreement, Transfers to any Affiliate of the Stockholder who agrees in
writing to be bound by the terms of this Agreement or Transfers which occur
by operation of law if the transferee remains, or agrees in writing to
remain, bound by the terms of this Agreement, other than, in each case, with
DT's prior written consent.
3.2 From the date hereof until the later of January 1, 2001
and the date of the Powertel Stockholders' Meeting, Stockholder agrees not to
Transfer any Shares or Rights owned of record or Beneficially Owned by
Stockholder, provided, however, that this SECTION 3.2 shall cease to be of
any force or effect immediately upon termination of the DT Merger Agreement.
3.3 From the later of January 1, 2001 and the date of the
Powertel Stockholders' Meeting until the earlier of the Effective Time or the
termination of the DT Merger Agreement, Stockholder may Transfer only up to
17.5% of Stockholder's Total Number of Shares; provided, however, that if the
Effective Time shall not have occurred by July 31, 2001, the percentage
specified in this SECTION 3.3 shall on August 1, 2001 be increased by 3.75%
and, if the Effective Time shall not have occurred by August 31, 2001, the
percentage specified in this SECTION 3.3 shall on September 1, 2001 be
increased by an additional 3.75%, for an aggregate amount from and after
September 1, 2001 of 25%.
3
<PAGE>
3.4 From the Effective Time through and including the three
month anniversary of the Effective Time, Stockholder agrees not to Transfer
any DT Securities or DT Derivative Securities.
3.5 From the day following the three month anniversary of
the Effective Time, through and including the six month anniversary of the
Effective Time, Stockholder may Transfer only up to 40% of Stockholder's
Total Number of Shares, inclusive of any Transfer of any DT Derivative
Securities.
3.6 For the avoidance of doubt, the portions of a
Stockholder's Total Number of Shares permitted to be Transferred pursuant to
SECTION 3.3 AND SECTION 3.5 are (i) separate and not cumulative such that if
a Stockholder does not fully utilize the permission to Transfer up to 17.5%
of Stockholder's Total Number of Shares pursuant to SECTION 3.3, Stockholder
shall not be permitted to Transfer more than 40% of Stockholder's Total
Number of Shares pursuant to SECTION 3.5 and (ii) exclusive of any Transfers
permitted by this Agreement which occur at any time after the date hereof and
prior to the end of the periods specified in such Sections.
3.7 For purposes of SECTION 3.3, a Stockholder's "Total
Number of Shares" is equal to the sum (such sum, the "INITIAL NUMBER OF
SHARES") of (i) the number of shares of Powertel Stock owned of record or
Beneficially Owned by the Stockholder as of the later of January 1, 2001 and
the date of the Powertel Stockholders' Meeting, including any shares of
Powertel Common Stock issuable upon conversion of any shares of Powertel
Preferred Stock owned by the Stockholder and (ii) the number of shares of
Powertel Common Stock owned of record or Beneficially Owned by the
Stockholder as a result of the exercise or conversion, as applicable, of any
options, warrants or convertible securities (other than Powertel Preferred
Stock) to acquire shares of Powertel Common Stock, during the period from the
later of January 1, 2001 and the date of the Powertel Stockholders' Meeting,
until the earlier of the Effective Time and the termination of the DT Merger
Agreement. For purposes of SECTION 3.5, Stockholder's Total Number of Shares
is equal to the sum of (A) the number of DT Securities which the Stockholder
has received or may be entitled to receive as the Merger Consideration
pursuant to the DT Merger Agreement in respect of the Initial Number of
Shares and (B) the number of DT Securities owned of record or Beneficially
Owned by the Stockholder as a result of the exercise or conversion, as
applicable, of any options, warrants or convertible securities to acquire DT
Securities (other than any such options, warrants or convertible securities
included in the calculation of the Initial Number of Shares), during the
relevant periods specified in SECTION 3.5.
3.8 The foregoing limitations set forth in SECTIONS 3.3 AND
3.5 shall not apply to any Transfers pursuant to a tender offer, self tender
offer, exchange offer or other transaction offered generally to holders of DT
Securities and approved or not opposed by DT's Supervisory Board, and
securities subject to a Transfer made pursuant to this SECTION 3.8 shall be
deemed continued to be owned by the Stockholder for purposes of the
calculations made under SECTIONS 3.3 AND 3.5.
3.9 Stockholder agrees, prior to the Effective Time, not to
effect, directly or indirectly, or through any arrangement with a third party
pursuant to which such third party may
4
<PAGE>
effect, directly or indirectly, any short sales of any Powertel Stock, DT
Securities or DT Derivative Securities except in accordance with the
limitations of Section 3.3.
3.10 Stockholder hereby irrevocably waives any rights of
appraisal or rights to dissent from the merger contemplated by the DT Merger
Agreement that Stockholder may have.
3.11 If DT acquires any company after the date hereof for
consideration valued at more than $15 billion and, at the time the agreement
in respect of such acquisition by DT is entered into, (i) such company has a
single stockholder who owns 10% or more or a group of stockholders owning in
the aggregate 20% or more of the outstanding voting securities of such
company and (ii) in each case such stockholders are (or at any time within
the prior two years were) directors of or have the right to designate one or
more directors to the Board of Directors of such company or are officers of
such company or such company has any 5% or greater stockholders (other than
institutional investors) as to whom DT could reasonably enter into an
agreement in support of such acquisition and DT obtains or could reasonably
be expected to obtain the agreement of any such stockholder or group of
stockholders of such company, as the case may be, to vote for and support the
acquisition or to limit its powers of disposition in connection with the
acquisition, the transfer restrictions specified in SECTION 3.1 THROUGH 3.5
shall be revised to reflect the more favorable treatment of the stockholders
of such company or the absence of restrictions, as the case may be, including
the grant or sufferance to exist of registration rights.
4. AGREEMENT TO VOTE. Stockholder hereby irrevocably and
unconditionally agrees to vote or to cause to be voted, or provide a consent
with respect to, all Shares that it owns of record or beneficially as of the
record date for the Powertel Stockholders' Meeting at the Powertel
Stockholders' Meeting and at any other annual or special meeting of
stockholders of Powertel or action by written consent where such matters
arise (a) in favor of the Merger and the DT Merger Agreement and approval of
the terms thereof and each of the other transactions contemplated thereby and
(b) against, and will not consent to, (i) approval of any Alternative
Transaction or (ii) the liquidation or winding up of Powertel. The
obligations of each Stockholder specified in this SECTION 4 shall apply
whether or not the Board of Directors of Powertel makes a Subsequent
Determination.
5. DELIVERY OF PROXY. In furtherance of the agreements
contained in Section 4 hereof, Stockholder hereby agrees (a) to complete and
send the proxy card received by Stockholder with the Powertel Proxy
Statement, so that such proxy card is received by Powertel, as prescribed by
the Powertel Proxy Statement, not later than the fifth Business Day preceding
the day of the Powertel Stockholders' Meeting, (b) to vote, by completing
such proxy card but not otherwise, all the Shares it owns of record or
Beneficially Owns as of the record date for the Powertel Stockholders'
Meeting (i) in favor of the Merger and the DT Merger Agreement and (ii) if
the opportunity to do so is presented to Stockholder on the proxy card,
against any Alternative Transaction and (c) not to revoke any such proxy.
6. NO SOLICITATION. From and after the date hereof, the
Stockholders shall not, nor shall they permit any of their respective
Subsidiaries to, nor shall they authorize or permit any of their respective
officers, directors, members or employees to, and shall use their reasonable
best efforts to cause any investment banker, financial advisor, attorney,
accountants
5
<PAGE>
or other representatives retained by them or any of their respective
Subsidiaries not to, directly or indirectly through another person, (i)
solicit, initiate or encourage (including by way of furnishing information),
or knowingly take any other action designed to facilitate, any Alternative
Transaction, or (ii) participate in any discussions or negotiations regarding
any Alternative Transaction, provided that nothing herein shall affect the
ability of any Stockholder in its capacity as an officer, director, employee
or advisor to Powertel to take any action permissible under the DT Merger
Agreement.
7. TERMINATION OF REGISTRATION RIGHTS. The registration
rights held by the Stockholder pursuant to the Stock Purchase Agreement by
and between Powertel and the Stockholder dated March 4, 1996, and the
rights/obligations to purchase Shares pursuant to the Stock Purchase
Agreement by and between the Stockholder dated May 30, 2000, and Powertel
shall, in consideration of the undertakings by DT under this Agreement and
the DT Merger Agreement, be terminated and be of no further force or effect
effective at the Effective Time. The Stockholder agrees that (a) until the
earlier of (x) the later of January 1, 2001 and the date of the Powertel
Stockholders' Meeting, and (y) the termination of the DT Merger Agreement,
Stockholder shall not exercise any registration rights, (b) from the date
hereof until the earlier of the termination of the DT Merger Agreement or the
Effective Time, Stockholder shall not be entitled to the benefit of any
preemption rights that Stockholder may have under the agreements listed in
the immediately preceding sentence and (c) if Powertel and DT agree to
decrease the exercise price of the Powertel Warrants in accordance with
Article V of the Powertel Warrant Agreement, Stockholder hereby waives any
adjustment to the Conversion Price (as defined in the Certificate of
Designations governing the Powertel Preferred Stock listed on Schedule A
hereto) that it may have otherwise been entitled to as a result of such
decrease in the exercise price of the Powertel Warrants. None of the
agreements so listed shall be amended or modified in a manner inconsistent
with the terms of this Agreement without DT's prior written approval.
8. ADDITIONAL SHARES AND ADDITIONAL RIGHTS. If, after the
date hereof, a Stockholder acquires record ownership or Beneficial Ownership
of any additional shares of capital stock of Powertel (any such shares,
"ADDITIONAL SHARES"), including, without limitation, upon exercise of any
option, warrant or right to acquire shares of capital stock of Powertel
through the conversion of the Powertel Preferred Stock or through any stock
dividend or stock split, or record ownership or Beneficial Ownership of any
additional options, warrants or rights to acquire shares of capital stock of
Powertel (any such options, warrants or rights, "ADDITIONAL RIGHTS"), the
provisions of this Agreement applicable to the Shares and the Rights shall be
applicable to such Additional Shares and Additional Rights from and after the
date of acquisition thereof. The provisions of the immediately preceding
sentence shall be effective with respect to Additional Shares or Additional
Rights without action by any person immediately upon the acquisition by any
Stockholder of record ownership or Beneficial Ownership of such Additional
Shares or Additional Rights, respectively.
9. CERTAIN AGREEMENTS WITH RESPECT TO THE PUT AGREEMENT
BETWEEN POWERTEL AND SONERA HOLDING, B.V., DATED MAY 30, 2000 (THE "SONERA
PUT AGREEMENT").
9.1 Effective as of the Effective Time, DT agrees to assume
all obligations of Powertel pursuant to the Sonera Put Agreement, including
the obligation to deliver to Sonera such shares of stock, securities or
assets or other consideration as Sonera may be entitled to
6
<PAGE>
acquire under the Sonera Put Agreement. Sonera acknowledges and agrees that
(i) the agreements of DT set forth in this Section 9 are satisfactory in form
and substance to Sonera and satisfy those obligations of Powertel required to
be satisfied prior to the Effective Time, which arise under the Sonera Put
Agreement due to the Merger's constituting a change of control transaction
under the Put Agreement.
9.2 To the extent any DT Ordinary Shares are issuable to
Sonera upon exercise of its rights under the Sonera Put Agreement, such
shares shall be issued to the Eliska Partners Shares Trust in accordance with
Annex 1.05(i) of the Merger Agreement. Sonera shall accept issuance of DT
Ordinary Shares by the Eliska Partners Shares Trust in accordance with Annex
1.05(i) upon exercise of its put rights for such shares. DT and Sonera
acknowledge and agree that the consideration to be issued to Sonera upon an
exercise of its rights under the Put Agreement does not constitute merger
consideration pursuant to the Merger Agreement.
10. MISCELLANEOUS.
10.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and,
except for the Stockholders Agreements as defined in the VoiceStream
Reorganization Agreement and the Stockholders Agreements as defined in the
VoiceStream/DT Merger Agreement, supersedes all other prior agreements and
understanding, both written and oral, among the parties hereto with respect
to the Transfer or voting of Shares. This Agreement is not intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.
10.2 COSTS AND EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expenses.
10.3 INVALID PROVISIONS. If any provision of this Agreement
shall be invalid or unenforceable under applicable law, such provision shall
be ineffective to the extent of such invalidity or unenforceability only,
without it affecting the remaining provisions of this Agreement.
10.4 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in counterparts each of which shall be an original with the same
effect as if the signatures hereto and thereto were upon the same instrument.
The obligations of the Stockholders hereunder are several and not joint and
the covenants and agreements of the Stockholders herein are made only in
their capacity as stockholders of Powertel and not in any other capacity
(including as directors or officers of Powertel).
10.5 SPECIFIC PERFORMANCE. Stockholder agrees with DT as to
itself that if for any reason any Stockholder fails to perform any of its
agreements or obligations under this Agreement, irreparable harm or injury to
DT would be caused as to which money damages would not be an adequate remedy.
Accordingly, Stockholder agrees that, in seeking to enforce this Agreement
against Stockholder, DT shall be entitled, in addition to any other remedy
available at law, equity or otherwise, to specific performance and injunctive
and other equitable relief. The provisions of this SECTION 10.5 are without
prejudice to any other rights or remedies,
7
<PAGE>
whether at law or in equity, that DT may have against Stockholder for any
failure to perform any of its agreements or obligations under this Agreement.
10.6 AMENDMENTS; TERMINATION.
(a) This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
(b) The provisions of this Agreement (other than Sections 3,
4 and 5) shall terminate upon the earliest to occur of (i) the Effective
Time, (ii) the date that is two (2) years after the date hereof, and (iii)
the termination of the DT Merger Agreement. The provisions of Sections 3.2
through 3.5 of this Agreement shall terminate when the applicable time
periods set forth therein lapse, the remaining provisions of Section 3 of
this Agreement shall terminate when each of Sections 3.2 through 3.5 of this
Agreement have terminated and the provisions of Section 4 and Section 5 of
this Agreement shall terminate upon the earlier to occur of the Effective
Time and the termination of the DT Merger Agreement.
10.7 GOVERNING LAW; SUBMISSION AND JURISDICTION.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
the principles of conflicts of laws thereof.
(b) Each of the parties hereof irrevocably agrees that any
legal action or proceeding with respect to this Agreement or for recognition
and enforcement of any judgment in respect hereof brought by the other party
hereto or its successors or assigns shall be brought and determined only in
the United States District Court for the State of Delaware or, in the event
(but only in the event) that such court does not have subject matter
jurisdiction over such action or proceeding in the courts of the State of
Delaware. Each of the parties hereto hereby irrevocable submits with regard
to any such action or proceeding for itself and in respect to its property,
generally and unconditionally, to the personal jurisdiction of the aforesaid
courts. Each of the parties hereto hereby irrevocably waives, and agrees not
to assert, by way of motion, as a defense, counterclaim or otherwise, in any
action or proceeding with respect to this Agreement, (i) any claim that it is
not personally subject to the jurisdiction of the above-named courts for any
reason other than the failure to serve in accordance with this SECTION
10.7(b) or that it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and (ii) to the
fullest extent permitted by the applicable law, that (x) the suit, action or
proceeding in such court is brought in an inconvenient forum, (y) the venue
of such suit, action or proceeding is improper and (z) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts. Without
limiting the foregoing, each party agrees that service of process on such
party as provided in SECTION 9.9 shall be deemed effective service of
process on such party.
10.8 Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective legal successors (including, in the case of
Stockholder or any other individual, any executors, administrators,
8
<PAGE>
estates, legal representatives and heirs of Stockholder or such individual)
and permitted assigns; provided that, except as otherwise provided in this
Agreement, no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement.
10.9 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been
duly given or made as of the date of receipt and shall be delivered
personally or sent by overnight courier or sent by telecopy, to the parties
at the following addresses or telecopy numbers (or at such other address or
telecopy number for a party as shall be specified by like notice):
(a) if to Stockholder, at Stockholder's address appearing on
Schedule A hereto or at any other address that Stockholder may have provided
in writing to DT.
(b) if to DT:
Deutsche Telekom AG
140 Friedrich-Ebert-Allee
53113 Bonn
Germany
Attention: Kevin Copp
Facsimile: +49-228-181-44177
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Robert P. Davis
Facsimile: (212) 225-3999
10.10 WAIVER OF IMMUNITY. Stockholder and DT each agree that,
to the extent that it or any of its property is or becomes entitled at any
time to any immunity on the grounds of sovereignty or otherwise based upon
its status as an agency or instrumentality of government from any legal
action, suit or proceeding or from setoff or counterclaim relating to this
Agreement from the jurisdiction of any competent court, from service of
process, from attachment prior to judgment, from attachment in aid of
execution of a judgment, from execution pursuant to a judgment or arbitral
award, or from any other legal process in any jurisdiction, it, for itself
and its property expressly, irrevocably and unconditionally waives, and
agrees not to plead or claim, any such immunity with respect to such matters
arising with respect to this Agreement or the subject matter hereof
(including any obligation for the payment of money). Stockholder and DT each
agree that the waiver in this provision is irrevocable and is not subject to
withdrawal in any jurisdiction or under any statute, including the Foreign
Sovereign Immunities Act, 28 U.S.C. Section 1602 ET SEQ. The foregoing
waiver shall constitute a present waiver of immunity at any time any action
is initiated against Stockholder or DT with respect to this Agreement.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Stockholder Agreement as of the date first written above.
DEUTSCHE TELEKOM AG
By:________________________________
Name: Kevin Copp
Title: Head of International
Legal Affairs
SONERA CORPORATION
By:________________________________
Name:___________________________
Title:__________________________
SONERA HOLDING, B.V.
By:________________________________
Name:___________________________
Title:__________________________
10
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Stockholder Name and Number and Description of
Address Number of Existing Shares Existing Rights
-------------------- ------------------------- -------------------------
<S> <C> <C>
Sonera Corporation. 100,000 Powertel Series A 4,626,744 shares of
P.O. Box 106 Preferred Stock Powertel Common Stock
FIN-00051-TELE currently issuable upon
Teollisuuskatu 15, conversion of Powertel
Helsinki, Finland Series A Preferred Stock
Attn: Kaj-Erik Relander,
Executive Vice President
Facsimile: 011 358 2040
3770
Sonera Holding, B.V. Right/Obligation to
P.O. Box 106 purchase 1,740,947 shares
FIN-00051-TELE of Powertel Common Stock
Teollisuuskatu 15, pursuant and subject to
Helsinki, Finland the Stock Purchase
Attn: Kaj-Erik Relander, Agreement dated May 30,
Executive Vice President 2000, and 1,044,568
Facsimile: 011 358 2040 shares of Powertel Common
3770 Stock pursuant and
subject to the Put
Agreement dated May 30,
2000
</TABLE>
11
