Exhibit 99.5
AGREEMENT TO BE BOUND BY POWERTEL
STOCKHOLDER AGREEMENT AND SIDE AGREEMENT
The undersigned, TDSI Corporation, being the transferee from Telephone
and Data Systems, Inc. ("TDS") of 35,570,493 shares of the common stock, par
value $.001 per share, of VoiceStream Wireless Corporation, a Delaware
corporation (the "Company"), as a condition to the receipt of such shares,
acknowledges that matters pertaining to the voting, transfer and ownership of
such shares is governed by the Stockholder Agreement dated as of August 26,
2000, between TDS and Powertel, Inc. and the Side Agreement dated as of August
26, 2000, between TDS and Powertel, Inc. (collectively, the "Agreements"), and
hereby (1) acknowledges receipt of a copy of the Agreements, and (2) agrees to
be bound, to the same extent as TDS has heretofore been bound, by the terms of
the Agreements, as the same have been or may be amended from time to time.
Agreed to this 27th day of December, 2000.
TDSI CORPORATION
By: /s/ LeRoy T. Carlson, Jr.
--------------------------------
Name: LeRoy T. Carlson, Jr.
Title: President
Address for notice:
TDSI Corporation
c/o Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-630-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
