<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-81313
Registration No. 333-81313-01
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
TeleCorp PCS, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 54-1872248
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
______________
TeleCorp Communications, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 52-2105807
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
______________
1010 N. Glebe Road
Suite 800
Arlington, VA 22201
(703) 236-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________
Thomas H. Sullivan, P.C.
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(703) 236-1122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________
Copies to:
Dov T. Schwell, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza
New York, NY 10020
(212) 547-5400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
___________________________________
The Registrant hereby amends this Registration Statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall then become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on the date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 5 is being filed solely for the purpose of filing the
exhibits indicated in Part II.
ii
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify the person serving in that capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor,
against expenses actually and reasonably incurred by the person in connection
with the defense or settlement of the action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which the person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses which the Court of
Chancery or other court shall deem proper. The provisions regarding
indemnification and advancement of expenses under Section 145 of the DGCL shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, stockholders' or disinterested directors' vote or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption); or
(iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 145(e) of the DGCL, our Third Amended and Restated
Certificate of Incorporation and our Amended and Restated Laws provide that we
shall indemnify our directors and officers, and, to the extent our board at any
time authorizes, incorporators, employees or agents, as such, to the fullest
extent permitted by applicable law, and that expenses reasonably incurred by any
officer or director or other person entitled to indemnification in connection
with a threatened or actual action or proceeding shall be advanced or promptly
reimbursed by us in advance of the final disposition of the action or
proceeding, provided that, if required to do so under the DGCL, we receive an
undertaking by or on behalf of the officer or director or other person to repay
the amount if and to the extent that it is ultimately determined by final
judicial decision from which there is no further right of appeal that the
officer or director or other person is not entitled to indemnification. Our
Third Amended and Restated Certificate of Incorporation provides that the rights
are not exclusive.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) The following exhibits are, unless indicated below, filed herewith.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of
TeleCorp PCS, Inc.
3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company,
Inc.
3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998,
of TeleCorp Operating Company, Inc.
3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation,
filed August 27, 1999, of TeleCorp PCS, Inc.
3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999,
of TeleCorp PCS, Inc.
3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc.
3.3 Bylaws of TeleCorp Communications, Inc.
4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as
trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated
Discount Notes due 2009
5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being
registered
10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent
Technologies, Inc., dated as of May 11, 1998
10.2 General Agreement for Purchase of PCS Systems and Services by and between
TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as
amended
10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS
Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and
Management Stockholders identified, dated as of January 23, 1998
10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T
Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998
10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999
10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS,
Inc., dated as of July 17, 1998
10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of May 25, 1999
10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc.
and TeleCorp PCS, Inc., dated as of July 17, 1998
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999
10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services,
Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the
Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities
(USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation
Agent, dated as of July 17, 1998 (the "Credit Agreement")
10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of
December 18, 1998
10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999
10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999
10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999
10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999
10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999
10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999
10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc.
and certain Cash Equity Investors identified in, dated as of March 22, 1999
10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999.
10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999.
10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999.
10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999.
10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding
Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999
10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico
Acquisition Corp. and certain Management Stockholders and Cash Equity Investors,
dated as of March 30, 1999
10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp
Communications, Inc., dated as of December 21, 1998
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS
Inc. and TeleCorp PCS, Inc.
10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II,
LLC and TeleCorp PCS, Inc.
10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000,
Inc. and TeleCorp PCS, Inc.
10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders,
and TeleCorp PCS, Inc.
10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999
10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT
Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
Communications, Inc.
10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among
Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR
Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the
Management Stockholders.
10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Steven Chandler.
10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Steven Chandler.
10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Julie Dobson.
10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Julie Dobson.
10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc.,
TeleCorp Communications, Inc. and Robert Dowski.
10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp
PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T
Wireless PCS, Inc., TWR Cellular Inc. and other stockholders.
10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp
Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co, L.L.C.
10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999.
10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999.
12.1 Statement re: computation of ratios.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
21.1 Subsidiaries of TeleCorp PCS, Inc.
23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of PricewaterhouseCoopers, LLP
23.5 Consent of PricewaterhouseCoopers, LLP
24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page)
25.1 Statement of Eligibility of trustee on Form T-1
27.1 Financial Data Schedule
99.1* Form of Letter of Transmittal
99.2* Form of Notice of Guaranteed Delivery
99.3* Form of Exchange Agent Agreement
</TABLE>
________________
* Filed herewith.
II-5
<PAGE>
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment) which, individually or in the aggregate, represent a
fundamental change in the information described in the registration
statement. In spite of the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC under Rule 424(b) if , in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price described in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the registration.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering.
(c) To respond to requests for information that is incorporated by
reference into the prospectus under Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved, that was not
the subject of and included in the registration statement when it became
effective.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant under the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against the liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
persons of the registrant in the successful defense of any action suit or
proceeding) is asserted by the director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether the
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of the
issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 5 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Arlington, Commonwealth of Virginia, on October 8, 1999.
TELECORP PCS, INC.
By: /s/ Gerald T. Vento
--------------------
Gerald T. Vento
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
5 to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
October 8, 1999 By: /s/ Gerald T. Vento
----------------------
Gerald T. Vento
Chief Executive Officer and Chairman
(Principal Executive Officer)
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Thomas H. Sullivan
Executive Vice President, Chief
Financial Officer and Director (Principal
Financial and Accounting Officer)
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Michael R. Hannon
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-----------------------
Scott Anderson
Director
, 1999 By:
-------------------------
Rohit M. Desai
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-----------------------
Gary S. Fuqua
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
James M. Hoak
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Mary Hawkins-Key
Director
II-7
<PAGE>
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
William Kussell
Director
October 8, 1999 By: /s/ Thomas H. Sullivan.
--------------------------
William Laverack, Jr.
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Joseph O'Donnell
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Michael Schwartz
Director
October 8, 1999 By: /s/ Thomas H. Sullivan
-------------------------
James F. Wade
Director
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 5 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Arlington, Commonwealth of Virginia, on October 8, 1999.
TELECORP COMMUNICATIONS, INC.
By: /s/ Gerald T. Vento
-------------------
Gerald T. Vento
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
5 to the registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
October 8, 1999 By: /s/ Gerald T. Vento
---------------
Gerald T. Vento
Chief Executive Officer and Director
(Principal Executive Officer)
October 8, 1999 By: /s/ Thomas H. Sullivan
----------------------
Thomas H. Sullivan
President,Secretary, Treasurer
and Director
(Principal Financial and
Accounting Officer)
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of
TeleCorp PCS, Inc.
3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company,
Inc.
3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998,
of TeleCorp Operating Company, Inc.
3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc.
3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation,
filed August 27, 1999, of TeleCorp PCS, Inc.
3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999,
of TeleCorp PCS, Inc.
3.3 Bylaws of TeleCorp Communications, Inc.
4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as
trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated
Discount Notes due 2009
5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being
registered
10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent
Technologies, Inc., dated as of May 11, 1998
10.2 General Agreement for Purchase of PCS Systems and Services by and between
TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as
amended
10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS
Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and
Management Stockholders identified, dated as of January 23, 1998
10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T
Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998
10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999
10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS,
Inc., dated as of July 17, 1998
10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of May 25, 1999
10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc.
and TeleCorp PCS, Inc., dated as of July 17, 1998
10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999
10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services,
Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the
Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities
(USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation
Agent, dated as of July 17, 1998 (the "Credit Agreement")
10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of
December 18, 1998
10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999
10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999
10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999
10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999
10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999
10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999
10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc.
and certain Cash Equity Investors, dated as of March 22, 1999
10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999.
10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999.
10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999.
10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999.
10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding
Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999
10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico
Acquisition Corp. and certain Management Stockholders and Cash Equity Investors,
dated as of March 30, 1999
10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp
Communications, Inc., dated as of December 21, 1998
10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS
Inc. and TeleCorp PCS, Inc.
10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II,
LLC and TeleCorp PCS, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000,
Inc. and TeleCorp PCS, Inc.
10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders,
and TeleCorp PCS, Inc.
10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999
10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT
Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
Communications, Inc.
10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among
Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR
Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the
management stockholders.
10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Steven Chandler.
10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Steven Chandler.
10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Julie Dobson.
10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Julie Dobson.
10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc.,
TeleCorp Communications, Inc. and Robert Dowski.
10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp
PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T
Wireless PCS, Inc., TWR Cellular Inc. and other stockholders.
10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp
Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co, L.L.C.
10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999.
10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999.
12.1 Statement re: computation of ratios
21.1 Subsidiaries of TeleCorp PCS, Inc.
23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of PricewaterhouseCoopers, LLP
23.5 Consent of PricewaterhouseCoopers, LLP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page)
25.1 Statement of Eligibility of trustee on Form T-1
27.1 Financial Data Schedule
99.1* Form of Letter of Transmittal
99.2* Form of Notice of Guaranteed Delivery
99.3* Form of Exchange Agent Agreement
</TABLE>
__________________
* Filed herewith.
<PAGE>
Exhibit 5.1
[Letterhead of McDermott, Will & Emery]
October 8, 1999
TeleCorp PCS, Inc.
TeleCorp Communications, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
Ladies and Gentlemen:
We have acted as special counsel to you in connection with the issuance,
authentication and delivery of $575.0 million principal amount at maturity of
11-5/8% Senior Subordinated Discount Notes Due 2009 (the "Exchange Notes") of
TeleCorp PCS, Inc. (the "Company") together with the guarantee thereof (the
"Subsidiary Guarantee" and collectively with the Exchange Notes, the
"Securities") by TeleCorp Communications, Inc. (the "Subsidiary Guarantor"), in
exchange for a like amount of 11-5/8% Senior Subordinated Discount Notes Due
2009 (the "Old Notes") of the Company, as contemplated by the Prospectus (the
"Prospectus") included as part of the Registration Statement on Form S-4 (the
"Registration Statement") with respect to the Exchange Notes, which was filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").
For the purposes of this opinion, we have examined the Registration
Statement and the Prospectus contained therein, the indenture dated as of April
23, 1999 (the "Indenture") between the Company and Bankers Trust Company, as
Trustee (the "Trustee"), the form of the Exchange Notes, the resolutions of the
Board of Directors of the Company dated as of April 19, 1999 and April 22, 1999
and of the Subsidiary Guarantor dated as of April 20, 1999, the authentication
order delivered to you by the Company (the "Authentication Order") and the
certificate executed by officers of the Company and delivered to you (the
"Officers' Certificate"). We have also examined and relied upon the
representations and warranties as to factual matters contained in such documents
and upon originals or copies of such corporate records and other documents and
have reviewed such questions of law as we considered necessary or appropriate
for the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted
<PAGE>
October 8, 1999
Page 2
to us as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies, the genuineness of all
signatures on documents reviewed by us and the legal capacity of natural
persons. As to any facts material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations and
certificates of the Company and its officers and other representatives and of
public officials.
Members of this firm are admitted to the Bar of the State of New York and
we express no opinion as to the applicability of, compliance with or effect of
the law of any jurisdiction other than the federal laws of the United States,
the General Corporation Law of the State of Delaware and the laws of the State
of New York.
Based on such examination and review, we are of the opinion that:
1. The issuance of the Exchange Notes has been duly authorized by
the Company and the Subsidiary Guarantee has been duly authorized
by the Subsidiary Guarantor;
2. When (i) authenticated by the Trustee in accordance with the
provisions of the Indenture, (ii) duly executed by the Company,
and (iii) issued and delivered in exchange for Old Notes in
accordance with the terms of the exchange offer, the Exchange
Notes will be legally issued and will constitute the valid and
legally binding obligation of the Company, enforceable against
the Company in accordance with their terms; and
3. When the Exchange Notes are (i) authenticated by the Trustee in
accordance with the provisions of the Indenture, (ii) duly
executed by the Company, and (iii) issued and delivered in
exchange for Old Notes in accordance with the terms of the
exchange offer, the Subsidiary Guarantee will constitute the
valid and legally binding obligation of the Subsidiary Guarantor,
enforceable against the Subsidiary Guarantor in accordance with
its terms.
The opinions contained herein are subject in each case to the following
qualifications:
A. enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter existing affecting creditors'
rights generally and by general principles of equity (regardless
of whether enforcement is sought in equity or at law); and
B. we express no opinion as to the enforceability of any rights to
contribution or indemnification provided for in the Securities
which are violative of the public policy underlying any law, rule
or regulation (including any federal or state securities law,
rule or regulation).
<PAGE>
October 8, 1999
Page 3
To the extent that the obligations of the Company or the Subsidiary
Guarantor under the Indenture may be dependent upon the following matters, we
have assumed for purposes of this opinion that (i) the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the Indenture, (ii) the Indenture has been duly authorized,
executed and delivered by and constitutes the legal, valid and binding
obligation of the Trustee, (iii) the Trustee is in compliance, generally and
with respect to acting as Trustee, under the Indenture, with all applicable laws
and regulations, and (iv) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder.
This opinion is limited to the matters expressly set forth herein and no
opinion is implied or may be inferred beyond the matters expressly so stated.
This opinion may not be relied upon by anyone other than you and by you only in
connection with the exchange offer. This opinion is given as of the date hereof
and we do not undertake any liability or responsibility to inform you of any
change in circumstances occurring, or additional information becoming available
to us, after the date hereof which might alter the opinions contained herein.
Very truly yours,
/s/ McDermott, Will & Emery
<PAGE>
EXHIBIT 99.1
Letter of Transmittal
For Tenders of
11 5/8% Senior Subordinated Discount Notes Due 2009
of
TELECORP PCS, INC.
Pursuant to the Prospectus dated __________, 1999
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________________, 1999, UNLESS EXTENDED. TENDERED SECURITIES MAY BE WITHDRAWN
AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
- -------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offer is:
Bankers Trust Company
By Mail:
BT Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737
Fax: 615-835-3701
By Overnight Mail or Courier:
BT Services Tennessee, Inc.
Corporate Trust & Agency Services
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211
Confirm by Telephone
615-835-3572
By Hand:
Bankers Trust Company
Corporate Trust & Agency Services
Attn: Reorganization Department
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, NY 10006
Information 800-735-7777
(originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand delivery or by overnight delivery
services)
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission of this Letter of Transmittal via facsimile to a number
other than as set forth above will not constitute a valid delivery. The
instructions accompanying this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
<PAGE>
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given to them in the Prospectus referred to below.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated ___________, 1999 (the "Prospectus"), of TeleCorp PCS, Inc.
(the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Issuer's offer (the "Exchange Offer") to exchange
an aggregate principal amount of up to $575,000,000 of its 11 5/8% Senior
Subordinated Discount Notes Due 2009, (the "Exchange Notes"), for a like
principal amount of the Issuer's issued and outstanding 11 5/8% Senior
Subordinated Discount Notes Due 2009 (the "Old Notes").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
__________, 1999, unless the Issuer, in its reasonable discretion, extends the
Exchange Offer. The Issuer reserves the right, at any time or from time to
time, at its reasonable discretion, to extend the period of time during which
the Exchange Offer is open, in which event the term "Expiration Date" shall mean
the time and date when the Exchange Offer as so extended shall expire. During
any such extension, all Old Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Issuer. Any Old Notes
not accepted for exchange for any reason will be returned without expense to the
tendering holder thereof as promptly as practicable after the expiration or
termination of the Exchange Offer.
The Issuer expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the failure to be satisfied of any of the conditions to the
Exchange Offer specified in the Prospectus under the section entitled "The
Exchange Offer--Conditions to the Exchange Offer."
The Issuer will notify the holders of the Old Notes of any extension of the
Exchange Offer by oral or written notice (which may be by means of a press
release or other public announcement) no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
The Issuer reserves the right, in its reasonable discretion, (i) to delay
accepting any Old Notes, or, if any of the conditions set forth under "--
Conditions to Exchange Offer" shall not have been satisfied, to terminate the
Exchange Offer, by giving oral or written notice of such delay or termination to
the Exchange Agent, or (ii) to amend the terms of the Exchange Offer in any
manner.
Interest will accrue on the Exchange Notes at the same rate and upon the
same terms as the Old Notes.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange. However, the Exchange Offer is subject
to certain conditions. Please see the Prospectus under the section entitled
"The Exchange Offer--Conditions to the Exchange Offer".
-2-
<PAGE>
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old Notes in any jurisdiction in which the making or
acceptance of the Exchange Offer would not be in compliance with the laws of
such jurisdiction.
This Letter of Transmittal is to be completed by a holder of Old Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Old Notes, if available, is to be made by book-entry transfer
to the account maintained by the Exchange Agent at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
"The Exchange Offer--Procedures for Tendering" section of the Prospectus.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the book-entry
tender of their Old Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and deliver all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, may tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the section entitled "The Exchange
Offer--Guaranteed Delivery Procedures".
Holders who wish to tender their Old Notes must complete this Letter of
Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX ENTITLED
"DESCRIPTION OF OLD NOTES" BELOW
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
<TABLE>
<CAPTION>
DESCRIPTION OF OLD NOTES
(See instructions 2, 3 and 8)
- ---------------------------------------------------------------------------------------------------------
Name(s) and Address(es) Old Note(s) Tendered
of Registered Holder(s) (Attach additional signed list if necessary)
(Please fill in if blank)
Certificate Aggregate Principal Principal Amount of Old
Number(s)1 Amount of Old Notes Notes Tendered2 (must be
Represented by in denominations of $1,000
Certificate(s) or integral multiples
thereof)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
575,000,000
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total
- --------------------------------------------------------------------------------------------------------
</TABLE>
/1/Certificate numbers not required if Old Notes are being tendered by book-
entry transfer.
/2/Unless otherwise indicated, a holder will be deemed to have tendered all of
the Old Notes represented in the Aggregate Principal Amount of Old Notes
Represented by Certificate(s) column.
-3-
<PAGE>
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________
Account Number: ________________________________
Transaction Code Number: ________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _________________________________________
Window Ticket Number (if any): _________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution which Guaranteed Delivery: _______________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution: _________________________________________
Account Number: _________________________________________
Transaction Code Number: _________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT
NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
-4-
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of Old
Notes indicated above. The undersigned has completed, executed and delivered
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the Old
Notes tendered hereby, the undersigned hereby sells, assigns and transfers to or
upon the order of the Issuer all right, title and interest in and to such Old
Notes as are being tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with
full knowledge that the Exchange Agent also acts as the agent of the Issuer in
connection with the Exchange Offer) with respect to the tendered Old Notes with
full power of substitution to (i) deliver certificates for such Old Notes to the
Issuer and deliver all accompanying evidences of transfer and authenticity to or
upon the order of the Issuer, (ii) present such Old Notes for transfer on the
books of the Issuer and (iii) receive for the account of the Issuer all benefits
and otherwise exercise all rights of the beneficial ownership of such Old Notes,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the Old
Notes tendered hereby and that the Issuer will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuer. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Old Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the undersigned, (ii) neither the holder nor any
such other person has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, and (iii) neither the
holder nor any such other person is an "affiliate," as described in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Issuer.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
the Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes, it represents that
the Old Notes to be exchanged for Exchange Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
-5-
<PAGE>
The undersigned understands that any person participating in the Exchange
Offer with the intention or purpose of distributing Exchange Notes received in
exchange for the Old Notes, including a broker-dealer that acquired the Old
Notes directly from us, but not as a result of market-making activities or other
trading activities, must comply with the registration and prospectus delivery
requirements of the Securities Act, in connection with a secondary resale of the
Exchange Notes acquired by such person.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the exchange, assignment, transfer and sale of the Old
Notes tendered hereby. All authority conferred or agreed to be conferred in
this Letter of Transmittal and every obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. This tender may be withdrawn only in accordance with the
procedures set forth in the instructions contained in this Letter of
Transmittal.
For the purposes of the Exchange Offer, the Issuer shall be deemed to
have accepted validly tendered Old Notes when, as and if the Issuer has given
oral or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned (or, in the case of Old Notes tendered by book-entry transfer
through the Book-Entry Transfer Facility, will be credited to an account
maintained at the Book-Entry Transfer Facility), without expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under the "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the section entitled "The Exchange Offer--Procedures
for Tendering" in the Prospectus and in the instructions hereto will constitute
a binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name(s) of the undersigned or, in the case of a book-entry delivery of
Old Notes, please credit the account indicated above maintained at the Book-
Entry Transfer Facility. Similarly, unless otherwise indicated under the box
entitled "Special Delivery Instructions" below, please send the Exchange Notes
(and, if applicable, substitute certificates representing Old Notes for any Old
Notes not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes." In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange in the name(s) of, and return any certificates for
Old Notes not tendered or not exchanged to, the person(s) indicated in such
boxes. The undersigned understands that the Issuer has no obligation pursuant
to the "Special Issuance Instructions" and
-6-
<PAGE>
"Special Delivery Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Issuer does not accept for exchange any of
the Old Notes so tendered.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.
The undersigned, by completing the box entitled "Description of Old
Notes" above and signing this Letter of Transmittal, will be deemed to have
tendered the Old Notes as set forth in such box above.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.
-7-
<PAGE>
PLEASE SIGN HERE
(To be completed by all tendering holders)
(Complete accompanying Substitute Form W-9)
I hereby tender the Old Notes described above in the box entitled
"Description of Old Notes" pursuant to the terms of the Exchange Offer.
________________________________ ________________________, 1999
________________________________ ________________________, 1999
________________________________ ________________________, 1999
Signature(s) of Owner(s) Date
If a holder is tendering any Old Notes, this Letter of Transmittal must
be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or on a security position listing or by any
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 4.
Name(s): _____________________________________________
(please type or print)
Capacity: _____________________________________________
Address: _____________________________________________
_____________________________________________
(include zip code)
SIGNATURE GUARANTEE
(If required by Instructions 1 and 4)
Signature(s) guaranteed by an Eligible Institution:
_______________________________________
(authorized signature)
_______________________________________
(title)
_______________________________________
(name of firm)
_______________________________________
(area code and telephone number)
Dated: __________________, 1999
-8-
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 4 and 5)
To be completed ONLY if certificates for the Old Notes that are not
exchanged and/or the Exchange Notes are to be issued in the name of and sent to
someone other than the person(s) whose signature(s) appear(s) on this Letter of
Transmittal above, or if Old Notes delivered by book-entry transfer which are
not accepted for exchange are to be returned by credit to an account maintained
at the Book-Entry Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Old Notes to:
Name: _________________________________________________
(please type or print)
_________________________________________________
(please type or print)
Address: _________________________________________________
_________________________________________________
(include zip code)
_________________________________________________
Employer Identification or Social Security Number
(Complete Substitute Form W-9)
Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below:
____________________________________________________________
(Book-Entry Transfer Facility account number, if applicable)
-9-
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 5)
To be completed ONLY if certificates for the Old Notes that are not
exchanged and/or the Exchange Notes are to be sent to someone other than the
person(s) whose signature(s) appear(s) on this Letter of Transmittal above or to
such person or persons at an address other than shown in the box entitled
"Description of Old Notes" on this Letter of Transmittal above.
Mail Exchange Notes and/or Old Notes to:
Name: _____________________________________________
(please type or print)
Address: _____________________________________________
_____________________________________________
(include zip code)
THIS LETTER OF TRANSMITTAL MUST BE USED TO FORWARD, AND MUST ACCOMPANY, ALL
CERTIFICATES FOR OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER.
-10-
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by holders of Old Notes if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer--
Procedures for Tendering" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter of Transmittal (or a
copy hereof) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at the address set forth herein on or
prior to the Expiration Date, or the tendering holder must comply with the
guaranteed delivery procedures set forth below. Old Notes tendered hereby
must be in denominations of $1,000 of principal amount at maturity or integral
multiples thereof.
The method of delivery of this Letter of Transmittal, the Old Notes and
all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Old Notes are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to the Expiration Date.
No Letter of Transmittal or Old Notes should be sent to the Issuer.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, (ii) cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, or (iii) who cannot comply with the procedures for
book-entry tender on a timely basis must tender their Old Notes according to
the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedures: (x) such tender must be made through an Eligible Institution
(as defined below); (y) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by telegram, telex, fax transmission,
or mail or hand delivery) setting forth the name and address of the holder,
the certificate number(s) of the Old Notes to be tendered (except in the case
of book-entry tenders) and the principal amount of Old Notes to be tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange ("NYSE") trading days after the Expiration Date,
this Letter of Transmittal (or a copy hereof) together with the certificate(s)
representing the Old Notes (except in the case of book-entry tender(s)) and
any other required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (z) such properly completed and executed Letter
of Transmittal (or a copy thereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Old Notes in proper form for transfer or a Book-Entry Confirmation with
respect to such Old Notes, must be received by the Exchange Agent within three
NYSE trading days after the Expiration Date, all as provided in the Prospectus
under the section entitled "The Exchange Offer--Guaranteed
-11-
<PAGE>
Delivery Procedures." Any holder who wishes to tender its Old Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery prior to the
Expiration Date. As used in this Letter of Transmittal, "Eligible Institution"
shall mean a firm which is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States.
All questions as to the validity, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined
by the Issuer in its reasonable discretion, which determination will be final
and binding. The Issuer reserves the absolute right to reject any and all Old
Notes not properly tendered or any Old Notes, the Issuer's acceptance of which
would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also
reserves the right to waive any defects, irregularities or conditions of
tender as to particular Old Notes. The Issuer's interpretation of the terms
and conditions of the Exchange Offer (including the instructions contained in
this Letter of Transmittal) shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
must be cured within such time as the Issuer shall determine. Neither the
Issuer, the Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Old Notes
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned
by the Exchange Agent to the tendering holders, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
See the section entitled "The Exchange Offer" in the Prospectus.
2. Tender by Holder. Only a registered holder of Old Notes may tender such
Old Notes in the Exchange Offer. Any beneficial owner whose Old Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact the registered holder
promptly and instruct such registered holder to tender on behalf of such
beneficial owner. If such beneficial owner wishes to tender on such owner's
own behalf, such owner must, prior to completing and executing this Letter of
Transmittal and delivering such owner's Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such owner's name or
obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take considerable time.
3. Partial Tenders and Withdrawals. Tenders of Old Notes will be accepted
only in denominations of $1,000 of principal amount at maturity and integral
multiples thereof. If less than all of the Old Notes represented by a
certificate or owned by a holder are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount at maturity of Old Notes to be
tendered in the box entitled "Description of Old Notes." A
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<PAGE>
reissued certificate representing the balance of non-tendered Old Notes will
be sent to such tendering holder (except in the case of book-entry tenders),
unless otherwise provided in the appropriate box on this Letter of
Transmittal, promptly after the Expiration Date. All of the Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Any holder who has tendered Old Notes may withdraw the tender by
delivering written notice of withdrawal to the Exchange Agent prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent at its address set forth on
the first page of this Letter of Transmittal. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number or numbers and principal amount of such Old
Notes (except in the case of book-entry tenders)), (iii) be signed by the
holder in the same manner as the original signature on this Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee (as defined in the Prospectus) register the transfer of such
Old Notes into the name of the person withdrawing the tender, and (iv) specify
the name in which any such Old Notes are to be registered, if different from
that of the Depositor. If Old Notes have been delivered or otherwise
identified to the Exchange Agent, the name of the registered holder and the
certificate numbers of the particular Old Notes withdrawn must also be
furnished to the Exchange Agent as aforesaid prior to the physical release of
the withdrawn Old Notes. If the Old Notes have been tendered pursuant to the
procedures for book-entry tender set forth in the Prospectus, a notice of
withdrawal must specify, in lieu of certificate numbers, the name and account
number at the Book-Entry Transfer Facility to be credited with the withdrawn
Old Notes. Old Notes properly withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer; provided, however, that withdrawn
Old Notes may be tendered by again following one of the procedures in the
section of the Prospectus entitled "The Exchange Offer--Procedures for
Tendering" at any time prior to the Expiration Date. All questions as to the
validity, form and eligibility (including time of receipt) of notice of
withdrawal will be determined by the Issuer, whose determinations will be
final and binding on all parties. Neither the Issuer, the Exchange Agent nor
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. See the section entitled "The Exchange Offer--
Withdrawal Rights" in the Prospectus.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signature. If this Letter of Transmittal is signed by the
registered holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
(if applicable) without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
-13-
<PAGE>
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old Notes specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the
Exchange Notes are to be issued, or any untendered Old Notes are to be
reissued, to a person other than the registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate(s).
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Issuer, proper evidence satisfactory to the Issuer of their authority to
so act must be submitted.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 4 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Old Notes are tendered: (i) by a registered
holder of such Old Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the holder of such Old Notes) who
has not completed the box entitled "Special Issuance Instructions" on this
Letter of Transmittal; or (ii) for the account of an Eligible Institution.
5. Special Issuance and Delivery Instructions. Tendering holders of Old
Notes should indicate in the applicable box the name and address in and to
which Exchange Notes issued pursuant to the Exchange Offer and/or substitute
certificates evidencing Old Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name or address of the person signing this Letter of Transmittal.
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<PAGE>
6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Old Notes tendered
hereby, or if tendered Old Notes are registered in the name of any person
other than the person signing this Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the transfer of Old Notes to the Issuer
or its order pursuant to the Exchange Offer, the amount of any such transfer
taxes (whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
7. Waiver of Conditions. Subject to the terms and conditions set forth in
the Prospectus, the Issuer reserves the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
8. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Old Notes for exchange.
Neither the Issuer nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
10. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address indicated on the first page of this Letter of
Transmittal or by telephone at (212) 250-4730.
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<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Old Notes or
Exchange Notes is required to provide the Trustee (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding.
If such holder is an individual, the TIN is his or her social security number.
If the Trustee is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments made to such holder with
respect to Old Notes or Exchange Notes may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Trustee a properly completed Internal Revenue Service Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. A Form W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional U.S. federal income tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to Old Notes
or Exchange Notes, the holder is required to provide the Trustee with: (i) the
holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN) and that (A) such holder is exempt from backup withholding, (B) the
holder has not been notified by the Internal Revenue Service that the holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (C) the Internal Revenue Service has notified the holder that
the holder is no longer subject to backup withholding and (ii) if applicable,
an adequate basis for exemption.
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<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(see "Important Tax Information" above)
PAYER'S NAME: BANKERS TRUST COMPANY
<TABLE>
<S> <C> <C>
SUBSTITUTE FORM W-9 Part I - PLEASE PROVIDE YOUR TIN IN THE Social Security Number or Employer
BOX AT RIGHT AND CERTIFY BY SIGNING AND Identification Number
Department of the Treasury DATING BELOW
Internal Revenue Service ______________________________
Social Security Number
Payer's Request for Taxpayer
Identification Number (TIN) or____________________________
Employer Identification Number
(if awaiting TIN write "Applied For")
- ----------------------------------------------------------------------------------------------------------------------------
Part II - For Payees exempt from backup
withholding, see the enclosed
Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9 and complete as
instructed therein.
- ----------------------------------------------------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or a Taxpayer Identification Number has
not been issued to me) and either (a) I have mailed or delivered an application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue Service ("IRS") or Social Security Administration office or (b) I intend to
mail or deliver an application in the near future. (I understand that if I do not provide a Taxpayer Identification
Number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a
number); and
(2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified
by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii)
the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS: You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
SIGNATURE: ___________________________________ DATE: _______________________
NAME: ___________________________________
(Please Print)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU UNDER THE OLD NOTES OR THE EXCHANGE NOTES.
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<PAGE>
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART I OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that 31% of all
reportable payments made to me prior to the time I provide a properly certified
taxpayer identification number to the Exchange Agent will be withheld until I
provide such a number.
SIGNATURE: __________________________________ DATE: ________________________
IMPORTANT: This Letter of Transmittal or a copy hereof (together with the
Certificates for Old Notes (if applicable)) and all other required
document(s) must be received by the Exchange Agent prior to the
Expiration Date.
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<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
For Tender of
11 5/8% Senior Subordinated Notes Due 2009
of
TELECORP PCS, INC.
This Notice of Guaranteed Delivery, or a form substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if the
certificates representing Old Notes are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or if
time will not permit all required documents to reach Bankers Trust Company (the
"Exchange Agent") at or prior to the Expiration Date (as defined in the
Prospectus (as defined below)). Such form may be delivered by hand, transmitted
by facsimile transmission, sent by overnight courier or mailed to the Exchange
Agent. (See the section entitled "The Exchange Offer" in the Prospectus.) In
addition, in order to utilize the guaranteed delivery procedure to tender Old
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal relating to the Old Notes (or facsimile thereof) must also be
received by the Exchange Agent prior to the Expiration Date. Capitalized terms
not defined herein have the meanings assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
BANKERS TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Overnight Mail or Courier: By Hand:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust & Agency Services Corporate Trust & Agency Services
P.O. Box 292737 Reorganization Unit Attn: Reorganization Department
Nashville, TN 37229-2737 648 Grassmere Park Road Receipt & Delivery Window
Nashville, TN 37211 123 Washington Street, 1st Floor
Fax (615) 835-3701 New York, NY 10006
Confirm by Telephone
(615) 835-3572 Information (800) 735 7777
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to TeleCorp, PCS, a Delaware corporation,
upon terms and subject to the conditions set forth in the Prospectus dated
____________, 1999 (the "Prospectus") and the related Letter of Transmittal
(which together with the Prospectus, each as amended or supplemented from time
to time, constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Old Notes indicated below
pursuant to the guaranteed delivery procedure set forth in the section of the
Prospectus entitled "The Exchange Offer." All authority herein conferred or
agreed to be conferred shall not be affected by and shall survive the death or
incapacity of the undersigned and every obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned.
Principal Amount of Old Notes Tendered: Name(s) of Registered Holder(s):
_______________________________
_______________________________
Certificate Number(s) (if available): Please Type or Print
______________________________________
______________________________________ Address(es):___________________
_______________________________
_______________________________
If Old Notes will be delivered by Zip Code
book-entry transfer, check the
following box: [_] Area Code and
Telephone Number: _____________
Account Number at _______________________________
The Depository Trust Company: _______________________________
______________________________________ _______________________________
Signature(s)*
Dated:_________________________, 1999
* If a holder is tendering any Old Notes, this Notice of Guaranteed Delivery
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or on a security position listing or by any
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of the registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or by a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"), hereby guarantees that either the certificates
representing the Old Notes tendered hereby in proper form for transfer, or
timely confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in the section entitled "The Exchange Offer" in the Prospectus, in either
case together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof), any required signature guarantees and
any other documents required by the Letter of Transmittal, will be received by
the Exchange Agent at one of its addresses set forth above within three (3) New
York Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form acknowledges that it must
communicate the guarantee to the Exchange Agent and must deliver the Letter of
Transmittal, certificates for Old Notes and any other required documents to the
Exchange Agent within the time period shown herein. Failure to do so
-2-
<PAGE>
could result in a financial loss to such Eligible Institution.
Name of Firm:_________________ _____________________________
Authorized Signature
Address: _____________________ Name: _______________________
______________________________ Please Type or Print
______________________________
Zip Code Title: ______________________
Area Code and Dated:_______________________, 1999
Telephone Number: ____________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR OLD NOTES ARE TO BE DELIVERED WITH THE LETTER
OF TRANSMITTAL.
-3-
<PAGE>
EXHIBIT 99.3
BANKERS TRUST COMPANY
EXCHANGE AGENT AGREEMENT
October __, 1999
Bankers Trust Company
Corporate Trust and
Agency Group
Four Albany Street, 4th Floor
New York, NY 10006
Attention: Corporate Market Services
Ladies and Gentlemen:
TeleCorp PCS, Inc. (the "Company") proposes to make an offer (the "Exchange
Offer") to exchange an aggregate principal amount at maturity of up to
$575,000,000 of its 11 5/8% Senior Subordinated Discount Notes Due 2009 (the
"Exchange Notes") for a like principal amount of the Company's issued and
outstanding 11 5/8% Senior Subordinated Discount Notes Due 2009 (the "Old
Notes"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus dated ________, 1999 (the
"Prospectus") distributed to all record holders ("Holders") of the Old Notes.
Capitalized terms used but not defined herein shall have the same meaning given
to them in the Prospectus.
The Company hereby appoints Bankers Trust Company to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Bankers Trust Company.
A copy of each of the form of letter of transmittal (the "Letter of
Transmittal") and the form of the notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and together with the Letter of Transmittal, the "Tender
Documents"), to be used by Holders of Old Notes in order to receive Exchange
Notes pursuant to the Exchange Offer are attached hereto as Exhibit A.
---------
The Exchange Offer is expected to be commenced by the Company on or about
________, 1999. The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, ATOP, as defined in paragraph 8 hereof) is to
be used by the Holders of the Old Notes to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old Notes
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
__________, 1999 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 9:00 A.M.,
<PAGE>
New York City time, on the business day following the previously scheduled
Expiration Date. You agree to follow and act upon any further instructions in
connection with the Exchange Offer, any of which may be given to you by the
Company or such other persons as it may authorize, which are consistent with
this Agreement.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the failure to be satisfied of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange
Offer-Conditions to the Exchange Offer." The Company will give oral (confirmed
in writing) or written notice of any amendment, termination or nonacceptance to
you as promptly as practicable.
In carrying out your duties as Exchange Agent, you agree to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer" or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.
2. You are to mail the Prospectus and the Tender Documents to all of the
Holders and participants in the Book Entry Transfer Facility (as defined in
paragraph 9) who hold an interest in the Old Notes on the day that you are
notified by the Company that the Registration Statement of which the Prospectus
forms a part has become effective under the Securities Act of 1933, as amended,
or as soon as practicable thereafter, and to make subsequent mailings thereof to
any persons who become Holders prior to the Expiration Date and to any persons
as may from time to time be requested by the Company. All mailings pursuant to
this paragraph 2 shall be by first class mail, postage prepaid, unless otherwise
specified by the Company. You shall also accept and comply with telephone
requests for information relating to the Exchange Offer provided that such
information shall relate only to the procedures for tendering Old Notes in (or
withdrawing tenders of Old Notes from) the Exchange Offer. All other requests
for information relating to the Exchange Offer shall be directed to the Company,
Attention: Thomas H. Sullivan.
3. You are to examine Letters of Transmittal and the Old Notes and other
documents delivered or mailed to you, by or for the Holders, prior to the
Expiration Date, to ascertain whether (i) the Letters of Transmittal are
properly executed and completed in accordance with the instructions set forth
therein, (ii) the Old Notes are in proper form for transfer and any stop
transfer orders are in effect, and (iii) all other documents submitted to you
are in proper form. In each case where a Letter of Transmittal or other
document has been improperly executed or completed or, for any other reason, is
not in proper form, or some other irregularity exists, you are authorized to
endeavor to take such action as you consider appropriate to notify the tendering
Holder of such irregularity and as to the appropriate means of resolving the
same. Determination of questions as to the proper completion or execution of
the Letters of Transmittal, or as to the proper form for transfer of the Old
Notes or as to any other irregularity in connection with the
-2-
<PAGE>
submission of Letters of Transmittal, Old Notes and other documents in
connection with the Exchange offer, shall be made by the officers of, or counsel
for, the Company at their written instructions or oral direction confirmed by
facsimile. Any determination made by the Company on such questions shall be
final and binding.
4. With the approval of the President or any Executive Vice President of
the Company (such approval, if given orally, to be confirmed in writing) or any
other party designated by such an officer in writing, you are authorized to
waive any irregularities in connection with any tender of Old Notes pursuant to
the Exchange Offer.
5. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with respect to
disposition of such Old Notes.
6. You shall accept tenders: (i) in cases where the Old Notes are
registered in two (2) or more names only if signed by all named Holders; (ii) in
cases where the signing person (as indicated on the Letter of Transmittal) is
acting in a fiduciary or a representative capacity only when proper evidence of
his or her authority so to act is submitted; and (iii) from persons other than
the registered Holder of Old Notes, provided that customary transfer
requirements, including provision for transfer taxes, if applicable, are
fulfilled. You shall accept partial tenders of Old Notes where so indicated as
permitted in the Letter of Transmittal and deliver certificates for Old Notes to
the transfer agent for cancellation and reissuance, as appropriate, and return
any untendered Old Notes to the Holder (or such other person as may be
designated in the Letter of Transmittal). Notwithstanding the foregoing,
tenders which the Company shall approve in writing as having been properly
delivered shall be considered to be properly tendered.
7. At the written request of the Company or its counsel, McDermott, Will &
Emery, you shall notify tendering Holders of Old Notes in the event of any
termination of the Exchange Offer, and you will thereupon return all tendered
Old Notes to the persons entitled thereto, at the request of the Company or the
Company's counsel and at the Company's expense.
8. Letters of Transmittal and Notices of Guaranteed Delivery shall be
recorded by you as to the date and time of receipt and shall be preserved and
retained by you at the Company's expense for one year. Exchange Notes are to be
issued in exchange for Old Notes pursuant to the Exchange Offer only (i) against
deposit with you prior to the Expiration Date or, in the case of a tender in
accordance with the guaranteed delivery procedures outlined in Instruction 1 of
the Letter of Transmittal, within three (3) New York Stock Exchange trading days
after the Expiration Date, together with executed Letters of Transmittal and
other documents required by the Exchange Offer or (ii) in the event that the
Holder is a participant in the Depository Trust Company ("DTC") system, by the
utilization of DTC's Automated Tender Offer Program ("ATOP") and any evidence
required by the Exchange Offer.
9. You are hereby directed to establish an account with respect to the Old
Notes at The Depositary Trust Company (the "Book Entry Transfer Facility") in
accordance with SEC Regulation 240.17 Ad. Any financial institution that is a
participant in the Book Entry Transfer Facility system may, until the Expiration
Date, make book-entry delivery of the Old Notes by
-3-
<PAGE>
causing the Book Entry Facility to transfer such Old Notes into your account in
accordance with the procedure for such transfer established by the Book Entry
Transfer Facility.
10. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to Thomas H. Sullivan, Esq., Executive Vice
President and Chief Financial Officer of the Company, and such other person or
persons as the Company may request, daily (and more frequently during the week
immediately preceding the Expiration Date or if otherwise requested) up to and
including the Expiration Date, as to the principal amount of Old Notes which
have been tendered pursuant to the Exchange Offer and the items received by you
pursuant to this Agreement, separately reporting and giving cumulative totals as
to items properly received, items improperly received and items received but
which have not yet been verified to be in proper form. In addition, you will
also inform, and cooperate in making available to, the Company or any such other
person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it, he or she reasonably requests.
Such cooperation shall include, without limitation, the granting by you to the
Company, and such person as the Company may request, access to those persons on
your staff who are responsible for receiving tenders, in order to ensure that at
all times including immediately prior to the Expiration Date the Company shall
have received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer. You shall prepare a final list of all Holders whose
tenders were accepted, the aggregate principal amount of Old Notes tendered, the
aggregate principal amount of Old Notes accepted and deliver said list to the
Company.
11. If Old Notes are surrendered to you for exchange with instructions to
deliver Exchange Notes in a name other than that of the registered Holder of the
Old Notes, you are authorized to cause Exchange Notes to be registered in such
name, and deliver Exchange Notes to the transferee in accordance with such
instructions; provided, however, that it shall be a condition of such exchange
that the Old Notes so surrendered shall be properly endorsed or accompanied by
appropriate powers of attorney or other written instruments of transfer or
exchange satisfactory to the Company, with the signatures guaranteed by an
Eligible Institution, and that the person requesting such exchange shall pay any
transfer or other taxes required by reason of the issuance of such Exchange
Notes in the name of a party other than the registered Holder of the Old Notes
surrendered, or establish to you satisfaction that such tax has been paid or is
not applicable.
12. If any Holder shall report to you that his, her or its failure to
surrender Old Notes registered in his, her or its name is due to the loss or
destruction of a certificate or certificates, you shall request such Holder (i)
to furnish to you an affidavit of loss and, if required by the Company, a bond
of indemnity in an amount and evidenced by such certificate or certificates of a
surety, as may be satisfactory to you and the Company, and (ii) to execute and
deliver an agreement to indemnify the Company and you in such form as is
acceptable to you and the Company. The indemnified parties to be named in each
such indemnity bond shall include the Company and you. You shall report to the
Company the names of all Holders who claim that their Old Notes have been lost
or destroyed and the principal amount of such Old Notes.
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<PAGE>
13. You shall notify the Company as promptly as practicable after the
Expiration Date of the aggregate principal amount of Old Notes received by you
along with the specific information requested pursuant to paragraph 12 hereof.
14. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance, within two days of receipt of your notice
pursuant to paragraph 13 hereof, of all Old Notes properly tendered and you, on
behalf of the Company, will promptly thereafter exchange such Old Notes for
Exchange Notes and cause such Old Notes to be cancelled. Delivery of Exchange
Notes will be made on behalf of the Company by you at the rate of $1,000
principal amount at maturity of Exchange Notes for each $1,000 principal amount
at maturity of the corresponding series of Old Notes tendered promptly after
notice (such notice if given orally, to be confirmed in writing) of acceptance
of said Old Notes by the Company, as set forth above; provided, however, that in
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all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged
only after timely receipt by you of certificates for such Old Notes (or
confirmation of book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees and any other required
documents. You shall issue Exchange Notes only in denominations of $1,000
principal amount at maturity or any integral multiple thereof. Delivery of Old
Notes will be made on behalf of the Company by you for the principal amount of
the Old Notes not tendered, if tendered in part only, or not exchanged promptly
after notice of acceptance of Old Notes by the Company, as set forth above.
15. For your services as the Exchange Agent hereunder, the Company shall
pay you in accordance with the schedule of fees attached hereto as Exhibit B.
---------
The Company also will reimburse you for your reasonable out-of-pocket expenses
(including, but not limited to, reasonable attorneys' fees not previously paid
to you as set forth in Exhibit B) in connection with your services promptly
---------
after submission to the Company of itemized statements.
16. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Notes tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus under the caption
"The Exchange Offer-Conditions to the Exchange Offer" or otherwise, you shall,
as soon as practicable after the expiration or termination of the Exchange
Offer, return those certificates for unaccepted Old Notes (or effect an
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession,
with a letter or notice, in form satisfactory to the Company, explaining why the
Old Notes are being returned to the persons who deposited them.
17. All certificates for reissued Old Notes, unaccepted Old Notes or for
Exchange Notes shall be forwarded by first-class mail.
18. You are authorized to cooperate with and furnish information to
McDermott, Will & Emery or any of its representatives, or any other organization
(and its representatives)
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<PAGE>
designated in writing to you from time to time by the Company, in any manner
reasonably requested by it in connection with the Exchange Offer and the
surrender of Old Notes thereunder.
19. You are not authorized to pay any concessions, commissions or
solicitation fees to any broker, dealer, bank or other person or to engage or
utilize any person to solicit tenders.
20. As the Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically set
forth herein or in the Exhibits attached hereto or as may be subsequently
requested in writing of you by the Company and agreed to by you in writing
with respect to the Exchange Offer;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, accuracy, sufficiency, value or
genuineness of any Old Notes deposited with you hereunder, any Exchange
Notes, and Tender Documents or other documents prepared by the Company in
connection with the Exchange Offer, except where failure to recognize such
invalidity or lack of genuineness would constitute gross negligence;
(c) shall not be obligated to take any legal action hereunder which might
in your reasonable judgment involve any expense or liability unless you
shall have been furnished with an indemnity reasonably satisfactory to you;
(d) shall not accept any defective, alternative, conditional or
contingent delivery, except as provided in the Prospectus, instructions to
the Letter of Transmittal or this Agreement;
(e) shall comply with the reasonable written instructions of the Company
if any dispute should arise between us or any other party with respect
hereto, or if you, in good faith, are in doubt as to what action should be
taken hereunder;
(f) may reasonably rely on, and shall be protected in reasonably acting
upon, the written or oral instructions with respect to any matter relating
to your acting as Exchange Agent specifically covered by this Agreement or
supplementing or qualifying any such action, of the President or Executive
Vice President of the Company or agent of such other person or persons as
may be designated by the Company;
(g) may consult with counsel satisfactory to you, including counsel for
the Company, and may take or refrain from taking any action in good faith
reliance on and in accordance with such advice of such counsel; and
(h) shall not at any time advise any person as to the wisdom of the
Exchange Offer or as to the market value or decline or appreciation in
market value of any Old Notes or Exchange Notes or take any other action
that may be deemed to be a solicitation of the Old Notes.
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<PAGE>
21. The Company covenants and agrees to indemnify and hold harmless
Bankers Trust Company and its officers, directors, employees, agents and
affiliates (collectively, the "Indemnified Parties" and each an "Indemnified
Party") against any loss, liability or reasonable expense of any nature
(including reasonable attorneys' and other fees and expenses) incurred in
connection with any act, omission, delay or refusal made by you in reasonable
reliance upon any signature, endorsement, assignment, certificate, order,
request, notice, instruction or other instrument or document reasonably believed
by you to be valid, genuine and sufficient and in accepting any tender or
effecting any transfer of Old Notes reasonably believed by you in good faith to
be authorized, and in delaying or refusing in good faith to accept any tenders
or effect any transfer of Old Notes and the administration of the duties of the
Indemnified Parties hereunder in connection therewith in accordance with this
Agreement; provided, however, that the Company shall not be liable for
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indemnification or otherwise for any claims, loss, liability, cost or expense to
the extent arising out of your gross negligence, willful misconduct, bad faith
or breach of this Agreement. In no case shall the Company be liable under this
indemnity with respect to any claim against you unless the Company shall be
notified by you, by letter or by facsimile confirmed by letter, of the written
assertion of a claim against you or of any other action commenced against you,
promptly after you shall have received any such written assertion or notice of
commencement of action; provided, however, that failure to so notify the Company
shall not relieve the Company of any liability which it may otherwise have
hereunder except such liability that is a result of such Indemnified Party's
failure to so notify the Company or that could reasonably have been avoided if
such notice had been given. The Company shall be entitled to participate at its
own expense in the defense of any such claim or legal action and if the Company
so elects or if the Indemnified Party in such notice to the Company so directs,
the Company shall assume the defense of any suit brought to enforce any such
claim. In the event that the Company shall assume the defense of any such suit,
the Company shall not be liable for the fees and expenses of any additional
counsel thereafter retained by you so long as the Company shall retain counsel
reasonably satisfactory to you to defend such suit, and so long as you have not
determined, in your reasonable judgment, that a conflict of interest exists
between you and the Company. You shall not enter into a settlement or other
compromise with respect to any indemnified loss, liability or expense without
the prior written consent or the Company, which shall not be unreasonably
withheld or delayed if not adverse to the Company's interests. If you shall
obtain a repayment of any loss, liability, cost or expense paid by the Company
pursuant hereto, you shall promptly pay to the Company the amount of such
repayment, together with the amount of any interest received by you on account
of such repayment.
22. THIS AGREEMENT AND YOUR APPOINTMENT AS THE EXCHANGE AGENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK and
shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of the parties hereto. No other person
shall acquire or have any rights under or by virtue of this Agreement.
23. The parties hereto hereby irrevocably submit to the venue and
jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in New York City in any action or proceeding arising out of or
relating to this Agreement, and the parties hereby
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<PAGE>
irrevocably agree that all claims in respect of such action or proceeding
arising out of or relating to this Agreement, shall be heard and determined in
such a New York State or federal court. The parties hereby consent to and grant
to any such court jurisdiction over the persons of such parties and over the
subject matter of any such dispute and agree that delivery or mailing of any
process or other papers in the manner provided herein, or in such other manner
as may be permitted by law, shall be valid and sufficient service thereof.
24. You shall comply with all requirements under the tax laws of the
United States, including those relating to missing Tax Identification Numbers
and obtaining and retaining substitute Forms W-9, and shall file and mail any
appropriate reports which you are required to file pursuant to the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder
with the Internal Revenue Service. The Company understands that you are
required to deduct 31% on payments to Holders who have not supplied their
correct Taxpayer Identification Number or required certification. You shall
remit such funds to the Internal Revenue Service in accordance with applicable
regulations and remit to each tendering Holder of Old Notes any requisite
federal income tax information return or other similar document.
25. You shall deliver or cause to be delivered, in a timely manner, to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Old Notes, your check in the amount of all transfer taxes so
payable, and the Company shall reimburse you for the amount of any and all
transfer taxes payable in respect of the exchange of Old Notes and, where
appropriate, advise the Holders of any such taxes for which they may be liable
and obtain payment from such Holders prior to delivery of any Exchange Notes;
provided, however, that you shall take all steps reasonably necessary to secure
any rebate or refund allowable to connection with such transfer taxes for the
account of the Company and that you shall reimburse the Company for amounts
refunded to you in respect of your payment of any such transfer taxes, at such
time as such refund is received by you.
26. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to the Old Notes surrendered to you or
funds deposited with you for the payment of transfer taxes by reasons of
amounts, if any, borrowed by the Company, or any of its subsidiaries or
affiliates, pursuant to any loan or credit agreement with you or for
compensation owed to you hereunder.
27. This Agreement may not be modified, amended or supplemented without an
express written agreement executed by the parties hereto. You hereby
acknowledge receipt of the Prospectus and the Tender Documents and further
acknowledge that you have examined each of them. Any inconsistency between this
Agreement and the Tender Documents, as they may from time to time be
supplemented or amended, shall be resolved in favor of the latter, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent.
28. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
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<PAGE>
29. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
30. Unless terminated earlier by the parties hereto , this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
paragraphs 21, 23 and 25 shall survive the termination of this Agreement. Upon
any termination of this Agreement, you shall promptly deliver to the Trustee any
certificates for Old Notes or Exchange Notes, funds or property then held by you
as Exchange Agent under this Agreement.
31. All notices and communications hereunder shall be in writing and shall
be deemed to be duly given if delivered or mailed first class certified or
registered mail, postage prepaid, or facsimile as follows:
If to the Company: 1010 N. Glebe Road
Suite 800
Arlington, VA 22201
Facsimile: 703-236-1376
Attention: Thomas H. Sullivan, Esq.
With a copy to: Dov Schwell, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza, 11th Floor
New York, NY 10020-1605
If to you: Bankers Trust Company
Corporate Trust and Agency Group
Four Albany Street - 4th Floor
New York, NY 10006
Attn.: Anthony M. Nista, Assistant Treasurer
Telephone: 212-250-4730
Telecopier: 212-669-0772
or such other address or facsimile number as any of the above may have furnished
to the other parties in writing for such purposes.
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<PAGE>
If the foregoing is in accordance with your understanding, would you please
indicate your agreement by signing and returning the enclosed copy of this
Agreement to the Company.
Very truly yours,
TELECORP PCS, INC.
By:____________________________
Thomas H. Sullivan
Executive Vice President and
Chief Financial Officer
Agreed to this ____ day of __________, 1999
BANKERS TRUST COMPANY,
as Exchange Agent
By:________________________________
Anthony Nista
Assistant Treasurer
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<PAGE>
Exhibit B
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Bankers Trust Company
Corporate Trust and Agency Group
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SCHEDULE OF FEES
I. Exchange Agent $5,000.00
--------------
Covers review of the Exchange Agent Agreement, the Letter of Transmittal and
other related documentation; establishment of accounts and systems link with
depositories; operational and administrative charges and time spent in
connection with the review, receipt and processing of Letters of Transmittal,
and Agent's Messages.
Note: The fees set forth in this schedule are subject to review of
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documentation. The fees are also subject to change should circumstances warrant.
Out-of-pocket expenses and disbursements, including counsel fees, incurred in
the performance of our duties will be added to the billed fees. Fees for any
services not covered in this or related schedules will be based upon our
appraisal of the services rendered.
We may place orders to buy/sell financial instruments with outside broker-
dealers that we select, as well as with BT or its affiliates. These
transactions (for which normal and customary spreads or other compensation may
be earned by such broker-dealers, including BT or its affiliates, in addition to
the charges quoted above) will be executed on a riskless principal basis solely
for your account(s) and without recourse to our affiliates or us. If you choose
to invest in any mutual fund, BT and/or our affiliates may earn investment
management fees and other service fees/expenses associated with these funds as
disclosed in the mutual fund prospectus provided to you, in addition to the
charges quoted above. Likewise, BT has entered into agreements with certain
mutual funds or their agents to provide shareholder services to those funds.
For providing these shareholder services, BT is paid a fee by these mutual funds
that calculated on an annual basis does not exceed 25 basis points of the amount
of your investment in these mutual funds. In addition, if you choose to use
other services provided by BT or its affiliates, Corporate Trust or other BT
affiliates may be allocated a portion of the fees earned. We will provide
periodic account statements describing transactions executed for your
account(s). Trade confirms will be available upon your request at no additional
charge. If a transaction should fail to close for reasons beyond our control, we
reserve the right to charge our acceptance fee plus reimbursement for legal fees
incurred.
Shares of mutual funds are not deposits or obligations of, or guaranteed by,
Bankers Trust Company or any of its affiliates and are not insured by the
Federal Deposit Insurance Corporation or any other agency of the U.S.
Government. Investments in the mutual funds involve the possible loss of
principal. Please read the prospectus carefully before investing.
