Standard Contracts
Euro 235,000,000 9-1/2 % Senior Discount Notes due 2005First Supplemental Indenture • January 8th, 1999 • Cellular Communications International Inc • Radiotelephone communications • New York
ARTICLE I THE OPTIONStock Option Agreement • February 12th, 1999 • Cellular Communications International Inc • Radiotelephone communications • Delaware
86,250,000 6% Convertible Subordinated Notes due 2005Indenture • May 12th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
andMerger Agreement • December 17th, 1998 • Cellular Communications International Inc • Radiotelephone communications • Delaware
SERIES A AND SERIES B 9 1/2% SENIOR DISCOUNT NOTES DUE 2005 INDENTUREIndenture • April 15th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
MANNESMANN AGJoint Filing Agreement • February 12th, 1999 • Cellular Communications International Inc • Radiotelephone communications
The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute on and the same instrument.
Exhibit 99.3 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of December 11, 1998, by and among Cellular Communications International, Inc., a Delaware corporation (the "Company"), Kensington Acquisition Sub, Inc., a...Stockholders Agreement • February 12th, 1999 • Cellular Communications International Inc • Radiotelephone communications • New York
9 1/2% SENIOR DISCOUNT NOTES DUE 2005 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
GUARANTEEGuarantee • December 14th, 1998 • Cellular Communications International Inc • Radiotelephone communications
6% CONVERTIBLE SUBORDINATED NOTES DUE 2005 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of December 11, 1998, by and among Cellular Communications International, Inc., a Delaware corporation (the "Company"), Kensington Acquisition Sub, Inc., a Delaware corporation...Stockholders Agreement • December 14th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
LOGO] December 17, 1998 Dear Stockholder: I am pleased to inform you that on December 11, 1998, Cellular Communications International, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kensington...Merger Agreement • December 17th, 1998 • Cellular Communications International Inc • Radiotelephone communications
andAgreement and Plan of Merger • February 12th, 1999 • Cellular Communications International Inc • Radiotelephone communications • Delaware
December 4, 1998 PRIVATE AND CONFIDENTIAL Cellular Communications International, Inc. 110 East 59th Street 26th Floor New York, NY 10022 Attention: William Ginsberg Chairman, Chief Executive Officer and President Gentlemen: This letter agreement (the...Financial Advisory Agreement • December 17th, 1998 • Cellular Communications International Inc • Radiotelephone communications • New York
This letter agreement (the "Agreement") confirms our understanding that Cellular Communications International, Inc. (the "Company") has engaged Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") to act as its financial advisor with respect to the sale, merger, consolidation or any other business combination, in one or a series of transactions, involving all or a substantial amount of the business, securities or assets of the Company (each, a "Transaction") to OliMan Holding B.V., a joint venture currently formed by or at the direction of OliMan. We understand the company has also engaged Wasserstein Perella & Co., Inc. to act as financial advisor with respect to a Transaction under a separate engagement letter dated December 4, 1998.
