-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, REJHhQXsHJzUVlttuzfvckUb5MEtM9piUsaP4bZcxVzMoEjHjOlYlVOQhZZvbQsP +29QjcqqrS9c17MtZBGsQA== 0000940180-99-001189.txt : 19991018 0000940180-99-001189.hdr.sgml : 19991018 ACCESSION NUMBER: 0000940180-99-001189 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP PCS INC CENTRAL INDEX KEY: 0001089341 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 541872248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-81313 FILM NUMBER: 99725701 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP COMMUNICATIONS INC CENTRAL INDEX KEY: 0001092935 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 522105807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-81313-01 FILM NUMBER: 99725702 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 S-4/A 1 AMENDMENT NO. 5 TO FORM S-4 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) Delaware 4812 54-1872248 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
______________ TeleCorp Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 4812 52-2105807 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
______________ 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. EXPLANATORY NOTE This Amendment No. 5 is being filed solely for the purpose of filing the exhibits indicated in Part II. ii 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 ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES. (a) The following exhibits are, unless indicated below, filed herewith. EXHIBIT INDEX
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
II-2
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
II-3
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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.
II-4
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
________________ * Filed herewith. II-5 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 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 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 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 EXHIBIT INDEX
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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.
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 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
__________________ * Filed herewith. EX-5.1 2 OPINION OF MCDERMOTT, WILL & EMERY 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 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). 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 EX-99.1 3 LETTER OF TRANSMITTAL 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. 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- 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.
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) - --------------------------------------------------------------------------------------------------------- 575,000,000 - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- Total - --------------------------------------------------------------------------------------------------------
/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- [ ] 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- 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- 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- "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- 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- 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- 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- 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- 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 -12- 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- 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. -14- 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. -15- 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. -16- TO BE COMPLETED BY ALL TENDERING HOLDERS (see "Important Tax Information" above) PAYER'S NAME: BANKERS TRUST COMPANY 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) - ----------------------------------------------------------------------------------------------------------------------------
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. -17- 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. -18- EX-99.2 4 NOTICE OF GUARANTEED DELIVERY 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 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
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. 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- 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- EX-99.3 5 EXCHANGE AGENT AGREEMENT 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., 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- 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- 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. -4- 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 -------- ------- 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) -5- 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. -6- 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 -------- ------- 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 -7- 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. -8- 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. -9- 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 -10- Exhibit B - -------------------------------------------------------------------------------- Bankers Trust Company Corporate Trust and Agency Group - -------------------------------------------------------------------------------- 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 - ----- 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. -----END PRIVACY-ENHANCED MESSAGE-----