AGREEMENT This AGREEMENT is made a5 of the date of the last signature affixed hereto, by and between: DEUTSCHE TELEKOM AG, VOICESTREAM WIRELESS CORPORATION (“Voicestreamwireless”), and VOICESTREAM WJRELESS HOLDING CORPORATION (“VoiceStream Holdings”) (VoiceStream Wireless and VoiceStream Holdings, and their subsidiaries, are collectively referred t0 as “V0iceStream") on the one band, and THE FEDERAL BUREAU OF INVESTIGATION (“FBI”) and THE U.S. DEPARTMENT OF J USTICE (“DOJ“) on the other, (referred to individually as a “Party” and collectively as the “Parties"). RECITALS WHEREAS. U.S. communication Systems are essential to the ability of the U.S. govemment t0 fulfill its responsibilities to the public to preserve the national security of the United States, t0 enforce the laws, and to maintain the safety of the public; WHEREAS, the U.S. govemment has an obligation to the public t0 ensure tliat U.S. communications and related infonnation are secure in Order to protect the privacy of U.S. persons and t0 enforce the laws of the United States; WHEREAS, it is critical to the well being of the nation and its citizens to maintain the viability, integrity, and security of the communication system of the Unitcd States (see, e. g., Presidential Decision Direclive 63 on Critical Infrastructure Protection); WHEREAS, protection of Classified, Controlled Unclassified, and Sensitive Information is also critical to U.S. national security; WHEREAS, Deutsche Telekom AG, VoioeStream Wireless, and Powenel, lnc. (“Powertel") have filed (andlor will file) with the Fedeml Communications Commission (“FCC”) applications under Sections 214 and 3l0(d) of the Communications Act of 1934, as amended (the “Act“)‚ seeking FCC consent 1o the transfer of control to Deutsche Telekom AG of the interests of VoiceStream Wireless and Powenel and their subsidiaries in certain authorizations and licenses, 3nd in connection therewith have also ftled with the FCC petitions pursuant t0 Section 310(b)(4) of the Act for declaratory rulings that Deutsche Telekom AG’s 100% indirect foreign ownership of the interests of VoiceSlrealn Wireless and Powenel and their subsidianes in wineless licenses is in the public interest, gg International Bureau (“lB") Docket N0. 00187 (Lead Application for licenses and authorizations controlled by VoiceStream Wireless, VoiceStream PCS l License L4L.C.‚ File Number 000021 1827; Lead Application for licenses and authorizations controlled by Powertel, Powenel Kentucky Licenses. I.nc., File Number 0000214432); WHEREAS. Deutsche Telekom AG is also requesting authority to acquire control of (1) any applncation or authorization issued to VoiceStream’s subsidiaries or PoweneFs subsndianes dunng the FCC’s consideration of the Iransfer of control and the period required for .1. [pagebreak] consummation of the transactions described in the above paragraph following approval Q2; ggu Public Notice, DA 00-2251 at 2 n.6 (rel. Oct, ll, 2000); Application for Transfer of Control and Petition for Declaratory Ruling, In re VoiceStream Wireless, at 44-45 n. 136, IB Docket No. 00- 187 (filed Sept. l9, 2000) (listing pending applications», (2) construction permits held by such licensees that mature into licenses after closing and (3) applications that are filed after the date of these applications and that are pending at the time of consummation; WHEREAS, Deutsche Telekom AG is a corporation organized and existing under the laws of the Federal Republic of Germany; WHEREAS, Deutsche Telekom AG represents that the German govemment owned approximately 60% of the equity in Deutsche Telekom AG as of December 20. 2000, and that the German govemmenfs interest will decline to approximately 45% following the closing of Deutsche Telekom AG’s mergers with VoioeStream Wireless and Powertel; WHEREAS, the Parties are aware that the Foreign Policy and Security Advisor of the Federal Chancellor of Gennany, stated in a letter dated 22 September 2000, to the Assistant t0 the President for National Security Affairs for the United States that “the German Govemment is fully oommitted to the full privatization of Deutsche Telekom and to the objective of reducing its direct stake not just to 25% but to zero," and the Economic Minister stated in a letter dated 5 September 2000, that “the German Government will continue to pursue its privatization policy and to reduce its stake in Deutsche Telekom stwdily but cautiously, that is, in a manner which is consistent with the demand of the capital markets.” Deutsche Telekom AG and VoiceStream have n0 knowledge that the intention of the German govemment is other than as stated in the letters; WHEREAS, the transfers of control that are the subjects of the applications in lB Docket N0. 00187 require prior consent by the FCC. and such consent and the graut of related requested declamtory rulings may be made subject to conditions relating to national security, law enforcement, and public safety, and Deutsche Telekom AG, VoiceSueam Wireless and VoiceStream Holdings have each agreed to enter into this Agreement with the FBI and the DOJ to address issues raised by the FBI and the D01. and to request that the FCC condition the authorizations and licenses granted by the FCC on their compliance with this Agreement; WHEREAS, Deutsche Telekom AG has represented that it will not exercise the authorizations and licenses granted by the FCC in 1B Docket No. 00187 prior to the date on which the Deutsche Telekom AG mergers with VoiceStream and Powertel have closed; WHEREAS, on December 15, 2000, the Parties filed a petition with the FCC to defer action on the subject applications pending agreement among the Parties; WHEREAS, by Executive Order 12661, the President, pursuant to Section 72l of the Defense Production Act, a5 amended, authorized the Committee on Foreign Investment in the United States (“CFIUS”) t0 review. for national securily purposes, foreign acquisitions of U.S. companies; [pagebreak] WHEREAS, Deutsche Telekom AG, Voioestream, and Powertel intend t0 submit a voluntary notice with CFIUS of Deutsche Telekom AG‘s mergers wilh VoiceStream Holdings and Powenel, and Deutsche Telekom AG and VoiceStream have each agreed to enter into this Agreement 1o resolve any national security issues that the DOJ and the FBI might raise, including in the CFIUS review process, consistent with Section 7.3 below; and WHEREAS, representatives of Deutsche Telekom AG and VoiceSLream have met with representatives of the FBI and the DOJ to discuss issues raised by the FBI and the DOJ. In these meetings, Deutsche Telekom AG represented that (a) it has n0 present plans, and is aware of no present plans of any other entity, as a tesult of which DT will provide Domestic Communications through facilities located oulside the United States (though the Parties recognize that DT may, fol- bona fide commercial reasons as provided in this Agreement, use such facilities), (b) n0 govemment has, as a direct o: indjrect shareholder of Deutsche Telekom AG, special voting or Veto rights conoeming the actions of Deutsche Telekom AG, and is aware of n0 plans the result of which would confer such rights to a govemment concemiug the actions of DT, (c) no govemment has appointed more than two members of the Supervisory Board of Deutsche Telekom AG, nor has any foreign govemment appointed any members to the Management Board of Deutsche Telekom AG. and DT is aware of n0 plans to increase the number of such members appointed, and (d) the members of the Supervisory Board of Deutsche Telekom AG appointed by the Gennan govemment have always voted in line with the majority of other shareholders and have never opposed a proposal of the Management Board or Supervisory Board of Deutsche Telekom AG. In these meetings, VoiceStream represented that it has no present plans, and is aware of no presenl plans of any other entity, as a tesult of which DT will provide, direct, control, supervise or manage Domestic Communications through facilities located outside the United States. In these meetings, Deutsche Telekom AG and VoioeSLream represented (hat they have no present plans for VoiceStream or any suocessor entity to provide non-wireless telecommunications Services; NOW THEREFORE, the Parties are entering into this Agreement to address national security, law enforcement and public safely issues. ARTICLE l: DEFINITION OF TERMS As used in this Agreement: l.l “Call Associated Data“ or “CAD" means any information related to a Domestic Communication or related t0 the sendet or recipient of that Domestic Communication and includes without limitation subscriber identification, called party number, Calling pany number. start time, end time, call duration, feature invocation and deactivation, feature interaction, registration infomtation, user localion. diverted t0 number, conference pany numbers, dual tone multifnequency (dial digit extraction), inband and outofband signaling, and party add, drop and hold. [pagebreak] 1.2 “Classified Infonnation" means any information that has been determincd pursuant t0 Executive Order 12958, or any predecessor or successor Order, or the Atomic Energy Acl of 1954. or any stalute thal succeeds or amends Ihe Atomic Energy Act, (o require proleclion againsl unauthorized disclosure. 1.3 “Control" and “Controls" means the power, direct or indirect, whether or not exercised, and whether or not exercised or exercisable Ihrough the ownership of a majority or a dominant minority of the total outstanding voting securities of an entity, or by proxy voting, contractual arrangements, or other means, t0 determine, direct. or decide matlers affecting an emity; in particular, but without limitation, t0 determjne, direct, lake, reach, or cause decisions regarding: (a) lhe sale, lease, mongage, pledge, or other transfer of any or all of the principal assets of 111e enLity, whether or not in the ordinary course of business; (b) the dissolution of the entity; (c) the closing and/or relocation of the pmduction or research and development facilities of Lhe entily; (d) the temflnation or nonfulfillment of contmcts of the cntily; (e) the amendment of the anicles of incorporation or conslituent agreement of Lhe entity with respect t0 Ihe matters described in Section 1.3(a) through (d); or (t) DT's obligations under this Agreement. 1.4 “Controlled Unclassified Information” means unclassified infon-nation, the expon of which is controlled by the International Traffic in Anm Regulations (lTAR), 22 C.F.R. Chapner l, Subchapter M, or the Export Administration Regulations (EAR), 15 C.F.R., Chapter VH, Subchapter C. 1.5 “De facto" and “de jure ” control have the meanings provided in 47 C.F.R. ä 1.2110. 1.6 “Domestic Communications” means (i) Wire Communications or Electronic Communications (whether stored or not) from one U.S. locazion to another U.S. location and (ü) the U.S. portion of a Wir: Communication or Electronic Communication (whether stored or not) (hat originates or terminates in the United States. 1.7 “Domestic Communications Infrastruclure” means (a) the lransmission 3nd switching equipment (including Software and upgrades) used by or an behalf of U.S. Subsidiaries to provide, process, direct, control, supervise or manage Domeslic Communications, (h) facilities and equipment of U.S. Subsidiaries (hat an: physically located in the United States and (c) lhe facilities used by U.S. Subsidiaries to control thc equipment described in (a) above. Domestic .4. [pagebreak] Communications lnfrastructure does not include equipment er facilities used by Service providers that are nol U.S. Subsidiaries, and that are: (a) interconnecting communicalions providers or (b) providers of Services or content lhat are (i) acoessible using the communications services of U.S. Subsidiaries, and (ü) available in substantially similar form and on commercially reasonable terrns through communications Services of companies other than U.S. Subsidiaries. 1.8 “DT” means (a) Deutsche Telekom AG, (b) its U.S. Subsidiaries, and/er (c) all entitjes Controlled by Deutsche Telekom AG that also Control the U.S. Subsidiaries. If, after the date all the Parties have executed this Agreemenl, DT acquires or creates a U.S. Subsidiary‚ then that U.S. Subsidiary shall be included within the definition DT. If Deutsche Telekom AG, afier the date all the Parties have executed this Agreement. acquires Control of any emity that also Controls a U.S. Subsidiary, then that entity shall be included within the definition of DT. 1.9 “Effective Date" means the date on which the Deutsche Telekom AG mergers with VoiceStream and Powertel have closed. 1.10 “Electronic Oommunication” has the meaning given it in 18 U.S.C. ä 25 l0(l2). 1.11 “Electronic Surveillance” means (a) the interception of wire, oral, or electronic communications 3s defined in 18 U.S.C. ää 2510(1), (2), (4) and (12), respectively, and electronic surveillance as defined in 50 U.S.C. ä 1801 (f); (b) access t0 slored wire or elecLronic communications, as referred to in 18 U.S.C. ä 2701 et seq.; (c) acquisition of dialing or signaling infon-nation through pen register or trap and Lrace devioes or other devices or features capable of acquiring such infonnation pursuant to law as defined in l8 U.S.C. ä 312l et seq. and 50 U.S.C. ä 184l et seqx, (d) acquisition of location related information conceming a service subscriber or facility; (e) preservation of any of the above infonnation pursuant t0 l8 U.S.C. ä 2703(f); and (t) including aecess t0, or acquisitiori or interception of, or preservation of communications or infonnation as described in (a) through (e) above and comparable State laws. 1.12 “Foreign“ where used in this Agreement, whelher capitalized or lower case, means non- U.S. 1.13 “Intercept" or “lntercepted” has lhe meaning defined in 18 U.S.C. ä 2510M). 1.14 “Lawful U.S. Process” means lawful U.S. federal, state or local Electronic Surveillance court orders or authonzations, and other orders. processes or authorizations for acoess to or disclosure of Domestic Communications. Call Associaled Data, Transactional Data or Subscriber Information authorized by U.S. federal, slate or local law. .5. [pagebreak] 1.15 “Pany" and “Parlies" have lhe meanings given them in the Preamble. 1.16 “Pro forma assignmenls or pro forma Iransfers of comrol“ are transfers or assignmems [hat d0 not “involve a substantial change in ownership or comrol" of the lioenses as provided in 47 U.S.C. ä 309(c)(2)(B). 1.17 “Sensitive Infon-nation“ means unclassified information regarding (a) lhe persons or facilities thal are the subjects of Lawful U.S. Process, (b) the identity of the govemment agency or agencies serving such Lawful U.S. Process, (c) the localion or identity of the line, circuit, transmission path, or other facüities or equipment used t0 conduct Electronic Surveillance pursuant t0 Lawful U.S. Process. (d) the means of carrying out Electronic Surveillance pursuaut t0 Lawful U.S. Process, (e) the type(s) of service, lelephone number(s)‚ records, communications, or facilities subjecled l0 Lawful U.S‚ Process, and (f) other unclassified information designaled in writing by an authorized official of a federal, state or local law enforoement agency or a U.S. intelligenoe agency as “Sensitive Information.” DT may dispute pursuant to Article 4 whether infommtion is Sensitive Infonnation under subparagraph 14140‘). Such infommtion shall be treated as Sensitive Information unless and until the dispule is resolved in DT’s favor. 1.18 “Subscriber Infonnation“ means information relating to subscribers of U.S. Subsidiaries of the type referred 1o and acoessible subject to procedures specified in 18 U.S.C. ä 2703(c) or (d) or 18 U‚S.C. ä 2709. Such information shall also be considered Subscriber Infonnation when i1 is sought pursuant t0 the provisions cf olher Lawful U.S. Process. 1.19 “Transactional Data“ means: (a) “Call identifying informaflon,” as defined in 47 U.S.C. ä 1001(2), including without limitation the telephone number or similar idenLifying designator associated with a Domestic Communication; (b) Internet address or simila: identifying designator associated with a Domeslic Communication; (c) the time, date, size, and duration of a Domeslic Communication; (d) any informalion possessed by the provider of Domestic Communicalions relating specifically 1o the identity and physical address of the providefs subscriber. user, or account payer; (e) to the extent associated with such subscriber, user, or accoum payer, any informaxion possessed by Lhe Domestic Communications provider relating l0 all telephone numbers, Interne! addresses, or similar identifying designators; the physical location of equipment, if known and if different from lhe location informalion provided under (f) below; types of Services; length of Service; fees; and usage, including billing records; and [pagebreak] (f) as t0 any mode of transmission (including mobile Iransmissions), and t0 the extent permitted by U.S‚ laws, any information indicaling as closely as possible the physical location to or from which a Domestic Communication is Iransmjtted. The term does not include die content of any communicalion. 1.20 “United States“ means the United States of Amexica including all of its States, disuicts, territories. possessions, commonwcalths, and the special maritime and tenitorial jurisdiction of lhe United States. 1.2l “U.S. Subsidiaries" means all Lhose subsidiaiies. divisions, depanmeuts, branches ancl other components of DT that provide Domestic Communications. If any subsidiary, division, depanment, branch or other componem of DT provides Domestic Communicaüons after the date {hat all the Panies execute this Agrecmem, then such subsidiary, division, dcpanment, branch or other component of DT shall be deemed l0 be a U.S. Subsidiary. If DT has or in tlxe future obtains de jure er de facto contml over ajoint venture or other entity that provides Domestic Communications. then the joinl venture or enLity shall also be deemed t0 be a UASQ Subsidiary. The term U.S. Subsidiaries shall not include acquisitions by Deutsche Telekom AG in the United States after the date this Agreement is executed by all the Parlies only if the DOJ or Lhe FBI lind Lhat the terms of lhis Agreement am inadequate t0 address national security oonoems presented by that acquisition and the necessary modifications t0 this Agreement cannot b: reached pursuam t0 Section 9.1l below. 1.22 “Wirt Communication" has Ihe meaning given it in l8 U.S.C. 5 25100). 1.23 Other capitalimd lerms used in this Agreemenl and n0! defined in this Anicle shall have the meanings assigned tliem elsewhere in this Agreement. The definitions in Ihis Agreement are applicable to the Singular es weil as the plural forms of such temis and to the masculine as weil as to the feminine and neuter genders of such tenn. Whenever the words “include‚" “includes,” or “including" are used in this Agreemenl, they shall be deemed to be followed by the words “wilhoul limitation." ARTICLE 2: FACILITIES, INFORMATION STORAGE AND ACCESS 2.1 Except (o the extem and under conditions concurred in by the FBI and the DOJ in wriling: (a) all Domcstic Communications lnfrastructure rhal. is owned, operated, or conlrolled by VoiceSti-eam shall at all (imes be located in the United States and will be directed, controlled, supervised and managed by VoiceStream; and [pagebreak] (b) all Domestic Communications Infrastmcture nol covered by Section 2.1(a) shall at all times be located in the United States and shall be directed, controlled, supervised and managed by a U.S. Subsidiary, exoept strictly for bona flde commercial reasons; (c) all Domestic Communicalions {hat are carried by o: through. in whole 0|‘ in pan, the Domeslic Communications Infrastructure shall pass through a facility under the contml of a US, Subsidiary and physically located in the United States, from which Electronic Surveillance can be conducted pursuant t0 Lawful U.S. Process. DT will provide Iechnical or olher assistance 1o facilitate such Electronic Surveillance. 2.2 DT shall takc all pmcticable steps t0 configure its Domestic Communications Infrastructure to be capable of complying, and DT's employees in the United States will have unconstrained authority 1o comply, in an effective, efficient, and unimpeded fashion, with: (a) Lawful U.S. Process, (b) the orders of the President in 111e exercise of bis/her authority under 5 706 of the Communications Act of 1934, as amended, (47 U‘S.C. 5 606), and undßr ä 302(e) of the Avialion Act of 1958 (49 U.S.C. ä 4010703)) and Executive Order 11161 (as amended by Executive Order 11382), and (c) National Secuxity and Emergency Preparadness rules, regulations and orders issucd pursuam to the Communications Act of 1934, as amended (47 U‚S.C. ä 151 et seq.) 2.3 U‚S. Subsidiaries shall make available in the Unjted States the following: (a) stored Domestic Communications, if such communications are stored by a U.S. Subsidiary (er any entity with which a U‚S. Subsidiaxy has contracted o1- made other arrangements for data or communications processing 01' storage) for any reason; (b) any Wire Communications or Electronic Communications (including any other type of wire, voice er electronic Communicalion not covered by the definitions of Wire Communication cr Eleclronic Communication) received by, intended to be received by, or storcd in Ihe account of a customer or subscriber of a U.S. Subsidiary, if such communications are stomd by a U.S‚ Subsidiary (or any emily with which a U.S. Subsidiary has contracted or mads other arrangemems for data or communications processing or slorage) for any reason: [pagebreak] (c) Transactional Data and Call Associated Data relating t0 Domestic Communicaxions, if such data are stored by a U48, Subsidiary (o: any entity with which a U.S. Subsidiary has contracled or made other arrangements for data or communicalions processing or slorage) for any reason; (d) Subscriber Infonnation conceming customers or subscribers of a U.S. Subsidiary, if such information are slored by a U.S. Subsidiary (or any emity with which a U.S. Subsidiary has conlracted or made other anangements for data or communications processing o: storage) for any reason; and (e) billing records relating t0 customers and subscribers of a U.S. Subsidiary for so long as such records are kept and at a minimum for as long as such records an: required 1o be kept pursuant to applicable U.S. law or [bis Agreemem. 2.4 U.S. Subsidiarim shall ensure lhal the data and communications described in Section 2.3(a) - (e) of this Agreemenl are stored in a manner not subjecl to mandatory clesu-uctiou under any fomign laws, if such data and communications an: stored by a U.S. Subsidiary (or any entity with which a U.S. Subsidiary has contracted or made other arrangements for data o: communications processing or storage) for any reason. U.S. Subsidiaries shall ensure Lhat the data and communications described in Section 2.3(a) - (e) of this Agreemem shall not be stored by a U.S. Subsidiary (or any entity with which a U.S‘ Subsidiaxy has contxacted with or made other arrangements for data or communications processing or storage) outside of the United Stales unless such storage is striclly for bonafide commercial reasons weighing in favor of smrage outside the United Stales. 2.5 DT shall store for at least two years all billing records maintained by U.S. Subsidiaries for their customers and subscribers. 2.6 Upon a request made pursuant t0 l8 U.S.C. ä 2703m by a govemmental entity Within the United States to prescrve any information in the possession, custody, or comrol of DT (hat relates t0 (a) a customer or subscriber of a U.S. Subsidiary, or (b) any communication of such customer or subscriber described in (a) above, or (c) any Domestic Communication, DT shall store such preserved records or other evidenoe in the United States. 2.7 Nothing in lhis Agreement shall excuse DT from any obligalion i! may have l0 comply with U.S. legal requirements for Ihe retenlion, preservation, o: production of such informalion 01' dala. 2,8 Except strictly for bonafde commercial reasons, DT shall not mute a Domestic Communicalion outside the United Stanes. [pagebreak] 2.9 DT shall comply, with respect I0 Domestic Communications, with all applicable FCC rules and regulalions goveming access t0 and slorage of Customer Proprielary Nelwork Information (“CPNI”), as defined in 47 U.S.C. 5 222(00). ARTICLE 3: SECURITY 3.1 DT shall take all reasonable measures to prevent the use of or access to the Domestic Communications Infrastruclure 1o conduct Electronic Surveillance in violation of any U.S. federal, state, or local laws or the lerms of this Agreemenl, With regard to Domestic Communications Infrastructure under the control of DT, these measures shall take Lhe fomn of detailed technical, organizational, personnel related policies and wntten procedures, necessary implementation plans, and physical security measures. 3,2 DT shall not. directly or indirectly, disclose or permit disclosure of, or provide access to Domestic Communications. Call Associated Data, Transactional Data, or Subscriber Infomlation stored by DT in the United States to any pelson if the purpose of such access is to respond t0 Lhe legal process or the request of or on behalf of a foreign govemment, identified representative, component or subdivisiou thereof without the express wiitten consent of the DOJ or the authorization of a coun of competent jurisdiclion in the United States, Any such requests or Submission of legal process described in this Section 342 of this Agreement shall be reported to the DOJ as soon as possible and in no event later than five business days after such request or legal process is received by and known to DT. DT shall take reasonable measures to ensure that it will learn of all such requesls or Submission of legal prooess described in this Section 32 of this Agreement. 3.3 DT shall not, directly or indirectly, disclose or permit disclosure of, or provide access w: (a) Classified or Sensitive Infomnation, or (b) Subscriber Infonnation, Transaclional Data, Call Associaied Data, or a copy of any Wire Communications or Electronic Communicaüon interoepted or acquired pursuant to Lawful U.S. Process t0 any foreign govemment, identified representative, component or subdivision thereof without satisfying all applicable U.S. federal, state and local legal requirements peninent thereto, and obtaining the express written consem of the DOJ or the authonzation of a coun of compexent jurisdiction in the United States. Any requests o: any legal process submitted by a foreign govemment, an identified representaxive, a componenl or subdivision thereof to DT for the communications, daia or informalion identified in this Section 3.3 of lhis Agreement [hat is mainlained by DT shall be referred t0 the DOJ as soon as possible and in n0 event later than five business days after such requesl or legal process is received by and known t0 DT unless lhe disclosure of the request or legal process would be in violalion of an Order of a coun of competent jurisdiction within the Uniled Stales. DT shall take reasonable mmsures I0 ensure thal it will learn of all such requesls or Submission of legal process described in Ihis Seclion 33 of (bis Agreement. [pagebreak] 3.4 A! least every 3 months, DT shall notify DOJ in writing of legal process or requests by foreign nongovemmental entities for aocess to or disclosure of Domestic Communications carfied by or through, in whole or in part, the Domestic Communications Infrastructure unless the disclosure of the legal process or request would be in violation of an order of a court of competent jurisdiction within the United States. 3.5 Within 60 days after the Effective Date, DT shall designate points of contact within the United States with the authority and mponsibility for accepting and overseeing the carrying out of Lawful U.S. Process to conduct Electronic Surveillance of or relating t0 Dornestic Cmmunications carried by or through, in whole or in part, the Domestic Communications Infrastructure; or relating to customers or subscribers of U‚S. Subsidiaries. The points of contact shall be assigned t0 DT security office(s) in the United States, shall be available 24 hours per day, 7 days per week and shall be responsible for acoepting service and maintaining the secuxity of Classified Information and any Lawful U.S. Prooess for Electronic Surveillance of or relating I0 Domestic Cornmunications carried by or through, in whole or in pan, the Domestic Communications Infrastructure. or relating to customers or subscxibers of U.S. Subsidiaries, in accordance with the requirements of U.S. law. Promptly after designating such points of contact, DT shall notify the FBI and the DOJ in writing of the points of contact, and thereafter shall promptly notify the FBI and the DOJ of any change in such designation. The points of contact shall be resident U.S. citiuns who are eligible for appropriate U.S. security clearances. DT shall cooperate with any request by a govemment entity within the United States that a background check and/or security clearance process be completed for a designated point of contact. 3.6 DT shall protect (he confidentiality and securlty of all Lawful U.S. Process served upon it and the confidentiality and secufity of Classified Information and Sensitive Information in accordanoe with U.S. federal and state law or regulation. 3,7 DT shall, within security office(s) in the United States: (a) take appropriate measurcs to prevent unauthorized access to data or facilities that rnight contain Classified Information or Sensitive Information; (b) assign U‚S. citizens. who meet high standards of trustworthiness for maintaining the confidentiality of Sensitive Information, to positions that handle or that regularly deal with information identifiable to such person as Sensitive Information; (c) upon requesl from the DOJ or FBI. provide the name, social securily number and date of birth of each persort who regularly handles or deals with Sensitive Infonnation; (d) require thar personnel handling Classifiod Information shall have been grantcd appropriate security clearances; .11. [pagebreak] (e) provide (hat lhe points of contacl described in Section 3.5 of this Agreement shall have sufficient authority over any of DT's employees who may handle Classified Infonnation or Sensitive Infonnation to maintain the confidentiality and security of such informalion in acoordance with applicable U.S‚ legal authoxity and the texms of this Agreement; and (O maintain appropriately secuxe facilities (elg.‚ offices) for (he handling and storage of any Classified Information and Sensitive Information. 3.8 DT shall instruct appropriate officials, employees, contractors, and agents as to their obligations under this Agreement, including the reporting requirements of Sections 5,6 and 5,7 of this Agxeement, and shall issue periodic rerninders t0 them of such obligations, 3.9 Nothing containod in this Agneement shall limit or affect the aulhority of a U.S. govemmenl agency to deny, limit or revoke DT‘s acoess to Classified, Controlled Unclassified. and Sensitive Information under that agency's jurisdiction. ARTICLE 4: DISPUTES 4.] The Panies shall use their bes! efforts t0 resolve any disagreements that may arise under this Agreement. Disagrecments shall be addressed, in the first instance, at lhe staff level by the Panies‘ designated representatives. Any disagreement that has not been resolved a1 that level shall be submjtted promptly t0 higher authorized officials, unless the FBI or the DOJ believes that imponant national interests can be protecled, or DT beljeves that its paramount commercial interests can be resolved, only by resorting lo Lhe measures set fonh in Section 4,2 of this Agreement. If, after meeting with higher authorizyed officials, any of the Parties determines that further negotiation would be fruitless, then that Party may resort to the remedies set forth in Section 4.2 of this Agreement. If resolution of a disageement requires access to Classified Information, the Panies shall designate a person or persons possessing the appropriate security clearances for the purpose of resolving that disagreement. 4,2 Subject to Seclion 4.1 of this Agreement. if any of the Panies believes (hat any other of the Panies has breached or is about t0 breach this Agreement, Lhat Party may bring an action against the other Party for appropriate judicial relief, 4.3 Deutsche Telekom AG agrees that the United States would suffer irreparable injury if for any reason DT fajled to perfonn any of ils signifiwnt obligations under this Agreement, and that monetary relief would not be an adequate remedy. Accordingly, Deutsche Telekom AG agrees (hat. in seeking t0 enforce this Agrecment againsl DT, lhe FBI and the DOJ shall be entitled, in addition lo any other remedy available a! Iaw or equity, t0 speucific performance and injunctive or other equitable relief. .12. [pagebreak] 4.4 The availability of any civil remedy under this Agreement shall nol prejudice the exercise of any other civil remedy under this Agreement or under any provision of law, nor shall any aclion Iaken by a Party in Ihe exercise of any remedy be considered a waiver by lhal Pany of any olher rights or mmedies. The failure of any Party to insist m1 strict performance of any of the provisions of this Agreement, or to exercise any right they grant, shall not be consuued as a relinquishmenl or future waiver, rather, the provision or right shall continue in full force. No waiver by any Party of any provision or righl shall be valid unless it is in writing and signed by lhe Pany. 4.5 DT agrees (hat, to the extem Lhat i1 or any of its property (including FCC licenses and authorizations and intangible property) is or becomes entitled a1 any time 1o any immunity on the ground of sovereignty or otherwise based upon a status as an agency or instrumentality of govemment from any legal action. suil or proceeding or from setoff or countemlaim relating t0 this Agxeement from the jurisdiction of any competem coun or the FCC. from service of process, from attachment prior t0 judgment, from annehmen! in aid of execution of a judgmenl from execution pursuant to a judgment or arbiual award, or from any other legal prooess in any jurisdiction, it, for itself and ils pfoperty expressly, irrevocably and unconditionally waives, and agrees not (o plead or claim, any such immunity with respec! to mattexs arising wich respect to this Agreement or the obligations herein (including any obligalion for the paymenl of money) in any proceeding brought by a U.S. federal, state or local govemmemal authority. DT agrees Lhax the waiver in this provision is irrevocable and is 110l subjecl t0 withdrawal in any jurisdiction or under any stalute, including the Foreign Sovereign lmmunities Act, 28 U.S.C. Section 1602 er seq. The foregoing waiver shall constirute a present waiver of immunity at any lime any action is inltiated by a U.S. federal, state or local govemmental authority against DT with respect to compliance with this Agreement. 4.6 lt is agreed by and between the Parties thal a Civil action among the Panies for judicial relief with respect to any dispute or matter whatsoever arising under, in connection with, or incidcnt t0, this Agreement shall be bmught, if a1 all, in the United States District Coun for the District of Columbia. 4.7 Nothing in this Agreement shall limit er affect the right of a U.S. govemment agency to: (a) seek revocation by (h: FCC of any lioense, permit, or other authorization granled or given by the FCC t0 DT, or any other sanclion by the FCC against DT, or (b) seek Civil sanctions for any violalion by DT of any U.S. law or regulalion or term of this Agreement, or (c) pursue crinninal sanclions against DT, or any direclor, officer, employee. representative, or agent of DT. or against any other person or entity, for violations of the criminal laws of the Uniled States. .13. [pagebreak] 4.8 This Anicle 4, and the obligations imposed and rights conferred herein, shall be effective upon Lhe execution of this Agreemem by all the Panies. ARTICLE S: AUDITING, REPORTING, NOTICE AND LIMITS 5.1 If DT makes any filing with the FCC or any olher govemmental agency relating t0 the de jure or de facto control of DT, except for filings wiLh the FCC for assignments or lransfers of oontrol to any U.S. subsicliary cf DT Lhat are pro forma, DT shall promptly provide to Lhe FBI and the DOJ written noüce and oopies of such filing. This Section 5.1 is effective upon execuüon of (bis Agreement by all the Panies. 5.2 Effective upon execution of this Agxeement by all the Panies, DT shall provide to the FBI and the DOJ writtßn noticc within l4 days afler learning (hat any foreign govemment. any foxeign govemment conlrolled entity, o: any olher foreign entity obtains or seeks 1o obtain an ownezship interesl 01' iucrease its existing ownership interest (direct or indirect) in DT t0 a level such that xhe foreign govemment er entity is itself entitled to (i) Board of Directors representation (including representation on the Management Board or Supcrvisory Board), (ü) special voting or veto rights, or (iii) minority shareholder righls under applicable Articles of Inoorporation, bylaws (or equivalent documents). or other constituent agreements; or in the case of a foreign entity, obtains Comrol of DT. To the extent known to DT‚ such notice shall, at a minimum, (a) identify the foreign govemment or foreign entity. (b) quantify Ihe amoum of ownership intexes! in DT that the entity holds or will likely hold, and (c) include a description cf the transaction that has resulled in or through which the fnreign govemment or foreign entity seeks t0 obtain Control of DT. 5.3 U.S. Subsidiaxies shall provide 1o the FBI and lhe DOJ 30 days advance notice if a U.S‚ Subsidiary (or any entity with which a U.S. Subsidiary has conlracled or made other arrangements for data or communications processing or storage) plans to store a Dornestic Communication, Transactional Data, Call Associated Data. or Subscriber Information outside of Ihe United States. Such nolice shall, a: a minimum, (a) include a description of the type of information t0 be stored outside the United Status, (b) identify the custodian of the information if other than a U.S. Subsidiary, (c) idemify the location where the information is t0 be located, and (d) identify the factors considered in deciding l0 store the informalion oulside of the United States (See Section 2.4 of this Agrecment). This Section 5.3 is effective 30 days after execution of this Agreemenl by all lhe Parties. 5.4 DT has emered into or may enzcr into joim vemures under which lhc joinl venturc or enLily may provide Domestic Communications. To the exlent DT does not have de facto or de jure control over such joim venture or entity. DT shall in good faith endeavor t0 have such entity comply with lhis Agmtment as if i1 wer: a U.S‚ Subsidiary and shall consull with the FBI or the DOJ about the activities of such entity. This Section 5.4 is effective upon execution of this Agreement by all the Panies. Nothing in this Section 5.4 does nor shall it be construed to relieve DT of its obligalions under Secxions 2.3 and 2.4 of this Agreement. .14. [pagebreak] 5.5 If DT outsources funclions covercd by this Agreement (o a third party (hat is nol a U.S. Subsidiary, DT shall take reasonable sreps 1o ensure that (hose third parties comply wilh the applicable terms of Ihis Agreement. Such steps shall include: (a) DT shall include in the comracts cf any such third parties writtcn provisions requiring thal such Ihird parlies comply with all applicable lenns of lhe Agreemem or take other reasonable, good-faith measures to ensure (hat such third parties are aware of, agree to, and are bound I0 comply with the applicable obligations of this Agreaement, (b) if DT leams (hat the outsourcing Lhird party or lhe outsourcing third parry’s employee has violaled an applicable provision of this Agreement, DT will notify the DOJ and the FBI promptly, and (c) with consultation and, as appropriate, cooperation with the DOJ and Ihe FBI, DT will take reasonable steps necessary to rectify promptly the Situation, which steps may (among others) include terminating lhe arrangement with the outsourcing third party, including after notice and opponunity for cure, and/or initiating and pnrsuing litigation or other remedies at law and equity. 5.6 If any member of a DT Board of Directors (including a Management Board or Supervisory Board) or member of the senior management of DT (including the Chief Executive Officer. President, General Counsel, Chief Technical Officer, Chief Financial Officer or other Senior officer) leams that any foreign govemmem: (a) plans (o parlicipate or has participated in any aspect of the day-to— day managemem of DT in such a way that interferes with or impedes the perfomiance by DT of its duties and obligations under the terms of this Agreement, or interfcres wilh or impedes the exercise by DT of its rights under Ihe Agreement, or (b) plans 1o exercise or has exercised, a5 a direct or indirect shareholder of DT or its subsidiaries, any Control of DT in such a way that inlerferes with or impedes the performance by DT of its duties and obligations under the terms of this Agreement, or imerferes with or impedes the exercisc by DT of its rights under the terms of Lhis Agreement, or foreseeably concems DT‘s obligalions under this Agreemenl, then such member shall promptly cause t0 be notified the Vice Presidem for Legal Affairs or olher designated represemative of a U.S‚ Subsidiary located in lhe United States, who in mm. shall promptly notify the FBI and the DOJ in writing of the timing and lhe nalure of the governmenfs plans andlor aclions. This Section 5.6 is effective upon lhe exacution of this Agreement by all the Panies. 5.7 DT shall take praclicable steps l0 ensure thal, if any DT official, employee, contractor or agenl acquires any information that reasonably indicates: (a) a brach o1’ lhis Agreement; (b) Eleclronic Surveillance conducted in violation of federal, state or local law or regulation; (c) access to or disclosure of CPNI or Subscriber Information in violation of federal, state or local law or regulation (excepl for violalions of FCC regulalions relating to improper use of CPNI); or (d) improper aocess l0 or disclosure of Classified Information or Sensitive Information, then DT .15. [pagebreak] shall notify Ihe FBI and the DOJ in the same manner as specified in Seclion 5.6 ofthis Agreemenl. This reporl shall be made promptly and in any evenl no later than I0 calendar days alter DT acquired infonnation indicating a matter described in 5.7(a)-(d) of Ihis Agreement. DT shall lawfully cooperate in investigating the matlers described in 5.6 and 5.7(a)-(d) of this Agreement. DT need not report Information where disclosure of such Information would be in violation cf an Order of a coun of competent jurisdiction in the Uniled States. This Section 547 is effective 30 days afler execution of this Agreement by all the Parties. 548 In response t0 reasonable requests made by lhe FBI or the DOJ, DT shall provide access t0 Information conceming technical, physical, management, or other security memsures and other reasonably available infonnalion nceded by the DOJ 01- the FBI to assess compliance wich the then-effective terms of lhis Aygreemem. This Section 5.8 is effective upon execution of lhis Agreement by all lhe Parties. 5,9 Upon reasonable notice and during reasonable hours, the FBI and the DOJ may visit and inspect any part of DT’s Domeslic Communications hfirastructure and security offices for the purpose of verifying compliance with the terms of lhis Agreement. DT may have appropriate DT employees aocompany U.S. govemment representatives throughout any such inspection. 5. l0 Upon Ieasonable notlce from lhe FBI or lhe DOJ, DT will make available for interview officcrs or employees of DT. and will seek I0 require contraclors (o make available appropriate personnel located in the United States who are in a posilion to pmvide infonnation t0 verify complianoe wilh the lhen-effectlve terms of this Agrecment. This Section 5101s effective upon execution of this Agreemem by a.ll the Parties. 5.1l On or before the last day of J anuary of each year, a designated senior corporate officer of Deutsche Telekom AG shall submit to xhe FBI and the DOJ a report assessing DT’s compliance with the Iemxs of this Agreemem für Lhe preceding calendar year. The report shall lnclude: (a) a copy of the policies and procedures adopted t0 comply with this Agreement; (b) a summary ol the changes, if any, t0 the policies 01' procedures, and the reasons for lhose changes; (c) a summaxy of any known acts of noncompliance with the terms of this Agreemem, whether inadvertent or intentional, with a discussion of what steps have been er will be taken t0 pmvent such aus from occurring in lhe future; and (d) identification ofany olher issues that, t0 DT’s knowledge, will or reasonably could affect the effectiveness of or complianoe with this Agreement. .15. [pagebreak] S. l2 Effective upon execution of lhis Agreement by all the Parties, all notices and other communications given or made relating 1o this Agreement, such a5 a proposed modification, shall be in writing and shall be deemed t0 have been duly given or made as of the date of receipt and shall be (a) dclivened personally, or (b) sent by facsimile, (c) sem by documentad ovemight courier Service, or (d) sent by registered o: cei-Lified mail, postage prepaid. addrmsed t0 the Parties‘ designated representatives at the addresses shown below, or 1o such olher representatives a: such otheis addresses as the Parties may designate in accordance with this Section: Department of Justice Assistam Anomey General Criminal Division Main Justice 950 Pennsylvania Avenue, NW Washington, DC 20530 Federal Bureau of Investigation General Counsel 93S Pennsylvania Avenue, NW Washington, DC 20535 With a copy t0: The Assistanx Director National Security Division Deutsche Telekom AG PO. Box 2000 53105 Bonn, Gennany Attemion: Wolfgang Kopf (OWP l0) With a copy to: Wilmer. Cutler 8L Pickering 2445 M Stteet N.W. Washington, D.C. 20037-1420 Attention: Sheila C. Cheston VoiceStream Wireless Holding Corporaxiun and VoiceStream Wireless Corporation 3650 l3 1 st Avenue Bellevuc, Washington 98006 Allention: Vice President of Legal Affairs Wilh a copy 1o: Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006-1888 .17. [pagebreak] Anenlion: Doane F. Kiechel O’Melveny & Myers LLP 555 13th St. NW, Suite 500 Wesl Washington, D.C. 20004-1109 Altenlion: Stephen I-Iarburg ARTICLE 6: FREEDOM OF INFORMATION ACT 6.1 The FBI and the DOJ shall take all reasonable measures I0 protect from public disclosure all information submitted by DT t0 the FBI or the DOJ in connection with this Agreement and clearly marked with the legend providing “Confidential; Subject t0 protection under 5 U.S‚C. ä 553(13); Netto be released without notice to D ‚" or similar designation. Such markings shall signify that i! is the position of DT that the infomwtion so marked constitutes “Grade secrets“ andlor “commercial or financial information obtained from a person and privileged or confidential,“ or otherwise Warrants protection within the meaning of 5 U‚S.C. ä 552(b). If a request is made under 5 U.S.C. ä 552(a)(3) for Information so marked, and disclosure of any information (including disclosure in redacted form) is contemplated, the FBI or the DOJ, a5 appropriate, shall notify Deutsche Telekom AG, pursuant t0 Section 5.13 of this Agreement, or nolify the submitting DT emity of the intended disclosure as provided by Executive Order 12600, 52 Fed. Reg. 23781 (June 25, 1987). If DT objects 1o the intended disclosure and its objeccions are not sustained, the FBI or the DOJ, as appropriate, shall notify the submitting entily and Deutsche Telekom AG of its intention l0 release (a5 provided by Section 5 of E.0. 12600) not later than l0 business days prior 1o disclosure of the challenged informatinn. This Section 6,1 is effective upon execution of Ihis Agreemenl by all 111e Panies, 6.2 The DOJ and the FBI acknowledge [hat offioers and employees of Lhe United States and of any depanment or agcncy thereof are subject to liability under 18 U.S.C. ä 1905 for unlawful disclosure of information provided to them by the other Parties Io uns Agreement. 6.3 Nothing in this Agreernent shall prevenl lhe FBI or the DOJ from lawfirlly disserrxinating information as appropriabe to seek enforcemenl of this Agreement, provided thal the FBI and the DOJ take all reasonable measures t0 prolect from public disclosure the information marked a5 described in Section 6.1. ARTICLE 7: FCC CONDITION AND CFIUS 7.l Upon the execulion of this Agrecment by all the Parties, the FBI and the DOJ shall prompuy notify the FCC (hat, provided lhe FCC adopls a condition substanlially the same a5 set forth in Exhibit A attached herelo (the “Condition to FCC Licenses”), the FBI and lhe DOJ have no objection l0 the FCCKs consem to the proposed transfers of comrol of the authorizations curremly held by VoiceStream Wireless, Powenei, and Iheir subsidiaries (hat are the subject of the application filed with lhe FCC in [B Docket No. 00187, or the authority Deutsche Telekom AG seeks l0 hold 100% indirect comrol of lhose lipenses. ‚|3. [pagebreak] 702 DT agrees (hat in its applications or pelilions (o Ihe FCC for licensing or other authorily filed with the FCC after the Effective Date, except with respect to pro fonna assignments or pro forma Lransfers of control, i! shall request [hat lhe FCC condition the gram of such licensing or other authority on DT's compliance with the terms of (his Agreement. The FBI and the DOJ reserve the right t0 seek additional or different terms that would‚ consistent wilh the public interest, address any threat to their ability lo enforce zhe laws, preserve the national security and protect lhe public safety raised by the lransactions underlying such applicalions or petitions. 7.3 Provided (hat the FCC adopts the Condition to FCC Licensm, the Attomey General shall not make any objection t0 the CFIUS or Ihe President conceming the grant of the proposed transfers cf control of the authorizations and licenses currently held by VoioeStream Wireless and Powenel (hat are the subject of the applications filed with the FCC in 1B Docket N0. 00187, the authority Deutsche Telekom AG seeks to hold 100% indirect control of those licenses and authorizations, or Deutsche Telekom AG‘s mergers with VoiceSLream and Powertel. Thjs commitment, however, does n01 extend to any objection the Attomey General may wish to raise with the CFIUS or the Ptesident in the event that (a) DT fails to comply with the ten-ns of this Agreement, (b) the Attorney General leams Ihm Lhe representations of Deutsche Telekom AG, VoiceStream or Powertel made to the DOJ, the FBI, or the FCC above are materially untrue or inoomplete, (c) there is a material increase in the authority of a foreign entity to exercise Control of DT. or (d) there is any other material change in the circumstanoes associated with the transacüons a: issue. ARTICLE 8: PREVIOUS AGREEMENTS WITH VOICESTREAM 8.1 VoioeSLream remains bound 1o comply with its obligations imposed pursuant t0 the agreement entered between VoiceStream and the FBI and the DOJ dated January 26, 2000, and such agreement remains in full force and effect until, and shall not terminate or be suspended before, all the conditions sel fonh in Seclion 8.2 below a.re mel. 8.2 The agreement between VoioeSueam and the FBI and the DOJ dmed January 26, 2000 shall terminate upon, and only upon, the happening of all the following events: (a) Lhe Panies, and each of (hem, execute this Agreement, (b) the FCC adopts 111e Condition (o FCC Licenses and (c) Deutsche Telekom AG, VoiceSIream Wireless, and all other nwessaxy parties successfully and fully consummate Ihe proposed Iransactions between VoiceStream and Deutsche Telekom, and their respective subsidiaries that underlay the applications for authority of Deutsche Telekom AG and VOiCeStream Wireless filed with lhe FCC in [B Docket N0. 00187 under secxions 214 and 3l0(d) ofthe Acl. ARTICLE 9: OTHER 9.1 Deutsche Telekom AG represents [hat it has and shall continue to have throughout the term of this Agreemem the full right I0 emer imo lhis Agreement and perform its obligations .19. [pagebreak] (including lhose I0 DT) hereunder and Ihal this Agreemenl is a legal, valid, 1nd binding obligation of Deutsche Telekom AG and DT enforceable in accordance wilh its terms. 9.2 VoiceSlream Wireless represenls lhat it has and shall cominue t0 have throughoul the term of this Agreement the full right to enter into this Agreement and perfonn its obligations hereunder and Lhat this Agreement is a legal, valid, and binding obligation of VoiceStream Wireless enforceable in accordance with its temns. 9.3 VoiceStream Holdings represents (hat i! has and shall continue to have thmughout the term of lhis Agreement the full right t0 einer into this Agreemen! and perform its obligations hereunder and that this Agreement is a legal, valid, and binding obligation of VoiceStream Holdings enforceable in accordance with its tenns. 9.4 The Article headings and numbering in this Agreement are inserted for convenienoe only and shall not affect the meaning or interpretation of the terms of this Agreement. 9.5 Nothing in this Agreement is intended m limit or constitute a waiver of (a) any obligation imposed by any U.S. federal, state or local laws on DT or Voicesueam, (b) any enforcement authority available under any U.S. or state laws, (c) the sovereign immunity of the United States, or (d) any authority Ihe U.S. govemment may possess over the activities of DT or VoiceStrwm or facilities of DT or VoiceStream located within or outside the United States. 9.6 All references in this Agreement t0 statutory provisions shall include any future amendments to such starulory provisions. 9.7 Nothing in this Agreemem is intended to confer or does confer any rights on any person olher than the Panies and any U.S. govemmenta] authorities entitled t0 effect Electronic Surveillance pursuant to Lawful U.S. Process. 9.8 None of Ihe terrns of this Agreement shall apply to (a) any Services {hat a DT entity oLher man VoiceStream provides in the United States pursuant to Section 214 of the Communications Act of 1934, or (b) any noncommunications Services provided by DT unrelated l0 the Provision of Domestic Comrnunications. 9.9 This Agreemem may only be modified by wrilten agreement signed by all of lhe Parties. The FBI and the DOJ agree t0 consider in good failh and promptly possible modifications t0 Ihis Agreemem if Deutsche Telekom AG or VoiceSlream believes that lhe respective obligations imposed on them under this Agreement are substanlially more restrictive than those imposed on olher U.S. and foreign licensed Service providers in like circumstanoes in order to protect U.S. national security, law enforcement, and public safcly concems. Any subsrantial modification [o this Agreement shall be reponed t0 Ihe FCC wilhin 30 days after approval in writing by the Panies. 9.10 The DOJ and the FBI agree I0 negotiate in good faith and promplly with respect 1o any request by DT for relief from application of specific provisions of this Agreement Io fulure DT .20. [pagebreak] activities or services if ihose provisions become unduly burdensome (o DT or adversely affect DT‘s compelilive position, or the German govemmenfs interest in DT decreases substanlially, 9. l l If, as provided in Section l.2l‚ the DOJ or the FBI finds that the terms of this Agreement are inadequate to address national security concems presented by an acquisilion by Deutsche Telekom AG in the United Stales afier the date (hat all the Parües have execuled this Agreement DT will negoLiate in good faith to modify this Agreement 1o address those concems. 9. l2 If any portion of this Agzeement is declared invalid by a U4S. court of competent jurisdiction, this Agneemenl shall be construed as if such portion had never existed, unless such consuuction would constitute a substantial deviation from the Parties’ intem as reflecxed in this Agrecment. 9.13 This Agreement may be executed in one o: more counterpans, including by facsiznile, each of which shall together constitute one and Lhe same instrument. 9. l4 This Agreemem shall inure t0 the benefit of, and shall be binding upon, the Parties, and their respective successors and assigns. 9, l5 This Anicle 9, and the obligations imposed and the rights confem-‚d herein, is effective upon the execution of this Agreement by all lhe Parties. 9. l6 Except as olherwise specifically provided in the provisions of this Agreement, the obligations imposed and rights conferred by this Agreement shall take effecl upon the Effecxive Date. This Agreement shall be null and void in its entirety if Deutsche Telekom AG, VoiceSLneam and Powenel, their respective subsidiaries and all other necessary parties fail to suooessfully and fully consummate the proposed transactions among them that underlay the applicatjons for authority of Deutsche Telekom AG and VoiceStremn Wireless filed with the FCC in [B Docket No. 00-187 under sections 214 and 3l0(d) of Ihe Act, and Ihe Lransfers of control of the FCC licenses and authorlzations for which FCC consent has been sought in [B Docket No. 00487 are not effected. 9. l7 Nothing in this Agreement is intended 1o or is to be interpreted to require the Panies to violate any applicable U.S. law. .21. [pagebreak] This Agreemem is executed on behalf of the Parties: Deutsche Telekom AG Date: By: Printed Name: Hans-Willi Hefekaeuser Title: Senior Executive Vice-President VoiceStream Wireless Corporation Data? e42 2 By: IL 27 ü o Pri ted Name: John W4 Smmon . Title: Chairman and Chief Executive Officer VoiceStream Wireless Holding Corporation Dat: n By: 54mg” Printed Name: Jo W. Stanton Title: Chainuan and ChiefExecutive Officer Federn! Bureau ol’ lnvestigation Data: /‘ /°'0‘ Printed Name: Iarry R. Parkinson Title: General Counsel United States Department of J ustice Date: |. ’ \ P ’Q\ By: Printed Name: Eric Holder Title: Deputy Attomey General .21. [pagebreak] Tl-u’: Agraement i: zxeculzd an behlzlfoftha Pnniu: Deutsch: Teich: AG Q (x, 4 t c/ Data: ( By‘ Printed nun: Hnnpwilfl Hefo neun! Tilk: Sanior Exnulive Vice-Ptesjdenl Vaicrslnnm Wirdun Coupon Dnlni ___ i By: ‚Fri ed Nnmc: Jahn W. snutcp Tide; Chflmu und Chiefbceculivc Ofiocr Voiustrum Wireluu Bnlding Cnrponlina | Duo: _________ . By:_ Prinzen! Name: John w. Stamm. Tma: Cluirnun und Chicrixejcuxive OIT-cer Fedaul kann: o!‘ lnvuliu Dnie: g By: Print“) Nun: Lury I. Fulügison Tilk: Genau] Cnumel _ unined Slnel Dlparlmellt ol’ luftig: Duu: ‘ Ey:___ hin-und Namr: Sri: Hoßet . Tube: Depot": Anomey Genug [pagebreak] EXHIBIT A CONDITlON T0 FCC LICENSES IT 1S FURTHER ORDERED, that the authorizations and the lioenses related thereto are subject to compliance with the provisions of Lhe Agreement attached hereto between DEUTSCHE TELEKOM AG, VoiccStream Wimless Corporation, VoiceSueam Wireless Holding Corporation on Lhe one band, and the Department of Jusxice (the “DOJ") and the Federal Burmu of Invutigation (the “FBI") on the other, daud _‚ 200l, which Agreement is designed to address national security, law enforcement, and public safety issues of the FBI and the DOJ regarding the authority gramed herein. Nothing in this Agreement is intended t0 limit any obligaüon imposcd by Federal law or regulation including, but not limiwd t0, 47 U.S.C. 5 222(21) and (c)(l) 3nd the FCC’s implemcnting regulations. .13. [pagebreak] Certificate of Service I, James G, Lovelace ‚ Federal Bureau of lnvestigation, hereby certity that on this 25th day ofJanuary, 2001, I caused a true and correct copy ofthe foregoing PETITION T0 ADOPT CONDITIONS T0 AUTHORIZATION AND LICENSES to be served via hand delivery (indicated by *) or by mail to the following parties: Ari Fitzgerald* Deputy Chief, lntemational Bureau Federal Communicatians Commission 445 Twelfih Street, S.W, Washington, D.C‚ Z0554 Lauren Kravetz‘ Policy and Rules Branch Commercial Wireless Division Wireless Telecommunications Bureau Federa] Communications Commission 445 Twelflh Street, SW., Room 4-A163 Washington, D.C. 20554 International Transcription Services, Inc 445 12th Street, SW. Room CY-B402 Washington, DC 20554 Claudia Fox* Policy and Facilities Branch Telecommunications Division International Bureau Communications Commission 445 Twelfih Street, SW., Room 6A848 Washington, D.C. 20554 John Branscombe* Commercial Wireless Division Wireless Telecommunications Bureau Federal Communications Commission 445 Twelflh Street, S.W., Room 4A234 Washington, D.C. 20554 James Bird * Offioe of General Counsel Federal Communications Commission 445 Twelflh Street, S.W., Room 8C818 Washington, DC 20554 Daniel J. Connors‘ Oflice of Commissioner Ness Federal Communications Commission 445 Twelfih Street, S W.‚ Room 8B115 Washington, D.C. 20554 Justin Connor* Policy and Facilities Branch Telecommunications Division International Bureau Federal Communications Commission 445 Twelfih Street, S.W.‚ Room 6- A832 Washington, D.C. 20554 Peter Tenhula‘ Office of Commissioner Powell Federal Communications Commission 44S Twelflh Street, S‚W.‚ Room 8A204 Washington, DACA 20554 The Honorable Emest F. Hollings United States Senate Committee on Commerce, Science &Federa.l Transportation 125 Russell Senate Ofiice Building Washington, D.C. 20510 Jamison Prime* Public Safety and Private Wireless Division Wireless Telecommunications Bureau Federal Communications Commission 445 Tweltth Street, SW., Room 4A734 Washington, D.C. 20554 Carl Huie" Electromagnetic Compatibility Division Office ofEngineering and Technology Federal Communications Commission 445 Twelflh Street, S.W.‚ Room 7A361 Washington, DC 20554 [pagebreak] John T. Nakahta Karen L. Gulick Samuel L. Feder Harris‚ Wiltshire & Grannis LLP 1200 Eighteenth Street, N.W. Washington, D.C. 20036 David A. Miller Brian T. 0‘Connor Robert A. Calafl‘ VoiceStream Wireless Corp. 1300 Pennsylvaxiia Avenue, N W.‚ Suite 700 Washington, D.C 20004 Jill Dorsey Powertel, Inc. 1239 O.G. Skinner Drive West Point, GA 31833 Susan Grant Vice Presidem for Public Policy National Consumers League 170] K Street, N.W„ Suite 1200 Washington, D.C. 20006 Jason Mahler Vice President and General Counsel Computer & Communications lndustry Association 666 Eleventh Street, N.W.‚ Sixth Floor Washington, D.C. 20001 Thomas J. Donohue United States Chamber of Commerce 1615 H Street, N.W Washington, D C. 20062 Christine E, Enemark Counsel for Cook Inlet Region, Inc, Covington & Burling 1201 Pennsylvania Avenue, NiW. Washington, D‚C. 20004-2401 Hans-Willi Hefeskauser Wolfgang Kopf Andreas Tegge Deutsche Telekom, Inc. 1020 Nineteenth Street, N.W.‚ Suite 850 Washington, D.C‚ 20036 Edward A, Yorkgitis, Jr. Paul G. Madison Kelley Drye & Warren L.L.P. 1200 Nineteenth Street, N.W., Suite S00 Washington, D C. 20036 Stephan Harburg 0’Melveny & Meyers LLP 555 13th St, N.W.‚ Suite 500 West Washington, D. C, 20004 Howard Frisch Director‚ North American Operations UTStarcom 33 Wood Avenue South, 8th Floor Iselin, NJ 08830 Pace Duckenfield Counsel The Alliance for Public Technology Suite 900 919 Eighteenth Street‚ N.W. Washington, D.C‚ 20006 Steve Judge Securities Industry Association 1401 Eye Street, N‚W. Washington, D.C. Z0005 Todd Malan Organization for International Investment 1901 Pennsyvania Avenue, N.W. Suite 807 Washington, D.C. 20006 [pagebreak] Troy F. Tanner Andrew D. Lipman Swidler Berlin ShereffFriedman, LLP 3000 K Street, N.W.‚ Suite 300 Washington, D.C. 20007 Edward M. Graham, Gary C. Hufbauer Institute for International Econonflcs 11 Dupont Circle, N.W‚ Washington, D.C. 20036 Michael Kantor Mayer, Brown & Platt 1909 K Street, N W. Washington, D.C. 20006 Richard J, Callahan Callahan Associates International LLC 3200 Cheny Creed South Drive Suite 650 Denver, CO 80209 Cheryl A, Tritt Louis Gruman Doane Kiechel Nina A. Mrose Christa M. Parker Morrison 8c F oerster 2000 Pennsylvania Avenue, N W. Washington, D.C. 20037 Debbie Goldman 501 Third Street, N.W. Washington, D.C. 20001 Michael Bartholomew ETNO 33 Boulevard Bischoffsheim 1000 Brussels, Belgium Gerald Schulmeyer Siemens Corporation 153 East 53rd Street New York, NY 10022 William T. Lake, John H. Harwood II, William R. Richardson, Jr„ Matthew A. Brill, Julie A Veach Wilmer Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037 ames G. Lovelace [pagebreak]