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Exhibit 11
DEUTSCHE TELEKOM AG
July 23, 2000
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of July
23, 2000, between Deutsche Telekom AG and VoiceStream Wireless Corporation (the
"Merger Agreement"). Capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Merger Agreement.
Xxxxx & Co. agrees that, in the event it has not theretofore exercised
each outstanding Warrant that it owns, it will deliver to DT by not later than
the Election Deadline, a written notice irrevocably electing, if and when it
exercises the Warrants, to receive in respect of the VoiceStream Common Shares
issuable upon exercise of the Warrants the form and amount of consideration
ultimately received by holders of VoiceStream Common Shares in the Merger who
made either the Cash Election, the Stock Election or the Mixed Election, and in
the event it fails to deliver such a notice it shall be deemed to have elected
to receive, if and when it exercises the Warrants, the Mixed Election
consideration with respect to all of such underlying shares.
This letter agreement may be executed in counterparts, each of which when
taken together shall constitute one agreement.
Please conform your agreement with the foregoing by signing and returning
one copy of the letter agreement to the undersigned, whereupon this letter
agreement shall become a binding agreement among the parties hereto with effect
as of the date first written above.
Very truly yours,
DEUTSCHE TELEKOM AG
By: /s/ Xxxxx Xxxx
-------------------
Name: Xxxxx Xxxx
Title: Head of International Legal
Affairs
Accepted and agreed as of
the date first written above:
XXXXX & COMPANY INCORPORATED
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Managing Director and EVP
