Exhibit 99.3
EXCHANGE AGENT AGREEMENT
THIS EXCHANGE AGENT AGREEMENT (this "Agreement") is made and entered
into as of ________ __, 2002, by and between Xxx Xxxxxxxx Xxxxxxx, a corporation
formed under the laws of the State of Delaware (the "Issuer"), and Bank One,
National Association, a national banking association incorporated and existing
under the laws of the United States of America, as exchange agent (the "Exchange
Agent").
RECITALS
The Issuer proposes to make an offer (the "Exchange Offer") to
exchange, upon the terms and subject to the conditions set forth in the Issuer's
Prospectus dated __________ __, 2002 (the "Prospectus"), and the accompanying
letter of transmittal (the "Letter of Transmittal"), copies of which are
attached hereto as Exhibit A and Exhibit B, its outstanding 4% Senior Notes due
2005 (the "Old Securities") for an equal principal amount of its registered 4%
Senior Notes due 2005 (the "New Securities" and, together with the Old
Securities, the "Securities").
The Exchange Offer will commence as soon as practicable after the
Issuer's Registration Statement on Form S-4 relating to the Exchange Offer is
declared effective under the Securities Act of 1933, as certified in writing to
Exchange Agent by the Issuer (the "Effective Date") and shall terminate at 5:00
p.m., New York City time, on __________, 2002 (the "Expiration Date"). Subject
to the terms and conditions set forth in the Prospectus, the Issuer expressly
reserves the right to extend the Exchange Offer from time to time and may extend
the Exchange Offer by giving oral, promptly confirmed in writing, or written
notice before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date, in which case, the term "Expiration Date"
shall mean the latest date and time to which the Exchange Offer is extended.
The Issuer expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer - Conditions of the Exchange Offer." The Issuer will give oral,
promptly confirmed in writing, or written notice of any amendment, termination
or nonacceptance to you as promptly as practicable.
In connection therewith, the undersigned parties hereby agree as
follows:
1. Appointment and Duties as Exchange Agent. Issuer hereby authorizes
Bank One, National Association, to act as Exchange Agent in connection with the
Exchange Offer, and Bank One, National Association, hereby agrees to act as
Exchange Agent and to perform the services outlined herein in connection with
the Exchange Offer on the terms and conditions contained herein.
2. Mailing to Holders of the Old Securities. A. As soon as practicable
after its receipt of certification from the Issuer as to the Effective Date,
Exchange Agent will mail to each registered holder of Old Securities, and to
each DTC participant identified by DTC as a holder of
any Old Securities (i) a Letter of Transmittal with instructions (including
instructions for completing a substitute Form W-9), (ii) a Prospectus and (iii)
a Notice of Guaranteed Delivery substantially in the form attached hereto as
Exhibit C (the "Notice of Guaranteed Delivery") and an instruction letter in the
applicable form set forth in Exhibit D, all in accordance with the procedures
described in the Prospectus.
B. Issuer shall supply Exchange Agent with sufficient copies of the
Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and
instruction letters to enable Exchange Agent to perform its duties hereunder.
Issuer shall also furnish or cause to be furnished to Exchange Agent a list of
the holders of the Old Securities (including a beneficial holder list from The
Depository Trust Company ("DTC"), certificated Old Securities numbers and
amounts, mailing addresses, and social security numbers), unless waived by
Exchange Agent.
3. ATOP Registration. As soon as practicable after the Effective Date,
Exchange Agent shall establish an account (or identify a previously established
account) with DTC in its name to facilitate book-entry tenders of Old Securities
through DTC's Automated Tender Offer Program ("ATOP") for the Exchange Offer;
provided that Exchange Agent shall use it best efforts to cause such account to
be established within two days after the Effective Date.
4. Receipt of Letters of Transmittal and Related Items. From and after
the Effective Date, Exchange Agent is hereby authorized and directed to accept
(i) Letters of Transmittal, duly executed in accordance with the instructions
thereto (or a manually signed facsimile thereof), and any requisite collateral
documents from holders of the Old Securities and (ii) surrendered Old Securities
to which such Letters of Transmittal relate. For purposes of this Section 4, to
"accept" means to make the examination of documents presented in connection with
a tender pursuant to Section 6 and to include such tender in Exchange Agent's
report of accepted tenders made pursuant to Section 9. Exchange Agent is
authorized to request from any person tendering Old Securities such additional
documents as Exchange Agent or the Issuer deems appropriate in accordance with
the procedures set forth in the Prospectus and Letter of Transmittal.
Exchange Agent is hereby authorized and directed to process withdrawals
of tenders to the extent withdrawal thereof is permitted by the Exchange Offer
in accordance with the procedures set forth in the Prospectus and Letter of
Transmittal.
5. Defective or Deficient Old Securities and Instruments. A. As soon as
practicable after receipt, Exchange Agent will examine confirmations of
book-entry transfers into its account and any Agent's Messages (used herein as
defined in the Letter of Transmittal) transmitted by DTC ("DTC Transmissions"),
Old Securities, each of the Letters of Transmittal and other documents received
by Exchange Agent in connection with tenders of Old Securities to ascertain
whether (i) the Letters of Transmittal are properly completed and duly executed
in accordance with the instructions set forth therein (or that the DTC
Transmissions contain the proper information required to be set forth therein),
(ii) the Old Securities have otherwise been properly tendered in accordance with
the Prospectus and the Letters of Transmittal (or that book-entry confirmations
are in due and proper form and contain the information required to be set forth
therein) and (iii) if applicable, all other documents (including the Notice of
Guaranteed Delivery) submitted by the holders of Old Securities are properly
completed and duly executed in
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accordance with the procedures set forth in the Prospectus and Letter of
Transmittal.
B. If any Letter of Transmittal or other document has been improperly
completed or executed (or any DTC Transmissions are not in due and proper form
or omit required information) or the Old Securities accompanying such Letter of
Transmittal are not in proper form for transfer or have been improperly tendered
(or the book-entry confirmations are not in due and proper form or omit required
information) or if some other irregularity in connection with any tender of any
Old Securities exists, Exchange Agent shall promptly report such information to
the holder of Old Securities, together with a brief explanation of the
irregularity and the actions necessary to remedy the defect, and return the
defective items for re-execution if necessary. If such condition is not promptly
remedied by the holder of Old Securities, Exchange Agent shall report such
condition to the Issuer and await its direction. All questions as to the
validity, form, eligibility (including timeliness of receipt), acceptance and
withdrawal of any Old Securities tendered or delivered shall be determined by
the Issuer, in its sole discretion. Notwithstanding the above, Exchange Agent
shall not incur any liability for failure to give such notification unless such
failure constitutes negligence or willful misconduct.
C. The Issuer reserves the absolute right (i) to reject any or all
tenders of any particular Old Securities determined by the Issuer not to be in
proper form or the acceptance or exchange of which may, in the opinion of
Issuer's counsel, be unlawful and (ii) to waive any of the conditions of the
Exchange Offer or any defect or irregularity in the tender of any particular Old
Securities, and the Issuer's interpretation of the terms and conditions of the
Exchange Offer (including the Letter of Transmittal and Notice of Guaranteed
Delivery and the instructions set forth therein) will be final and binding. With
the approval of the Treasurer of the Issuer or any other party designated by
such officer in writing, Exchange Agent is authorized to waive any defects,
irregularities or conditions of tender in connection with any tender of Old
Securities pursuant to the Exchange Offer. Any Old Securities not accepted for
tender by the Issuer shall be returned, together with the Letter of Transmittal
and any related documents submitted therewith, to their presenters by the
Exchange Agent as soon as practicable after expiration or termination of the
Exchange Offer.
6. Requirements of Tenders. A. Tenders of Old Securities shall be made
only as set forth in the section of the Prospectus captioned "The Exchange Offer
- Procedures for Tendering" and in the Letter of Transmittal, and shall be
considered properly tendered only when tendered in accordance therewith.
Notwithstanding the provisions of this paragraph, any Old Securities that the
Chief Financial Officer or Treasurer of the Issuer shall approve orally,
promptly confirmed in writing, or in writing as having been properly tendered
shall be considered to be properly tendered. Exchange Agent shall advise the
Issuer with respect to any Old Securities delivered subsequent to the Expiration
Date and accept its instructions with respect to the disposition of such Old
Securities.
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B. Exchange Agent shall (a) ensure that each Letter of Transmittal and
the related Old Securities or a bond power are duly executed (with signatures
guaranteed where required) by the appropriate parties in accordance with the
terms of the Exchange Offer; (b) in those instances where the person executing
the Letter of Transmittal (as indicated on the Letter of Transmittal) is acting
in a fiduciary or a representative capacity, ensure that proper evidence of his
or her authority so to act is submitted; (c) in those instances where the Old
Securities are tendered by persons other than the registered holder of such Old
Securities, ensure that customary transfer requirements, including any
applicable transfer taxes, and the requirements imposed by the transfer
restrictions on the Old Securities (including any applicable requirements for
certifications, legal opinions or other information) are fulfilled; and (d) in
those instances where the Old Securities are registered in two names or more,
accept tender of such Old Securities only if signed by all named holders.
7. Exchange of the Old Securities. A. Upon satisfaction or waiver of
all of the conditions to the Exchange Offer, the Issuer will notify Exchange
Agent of its acceptance of all Old Securities properly tendered to the Exchange
Agent and will deliver the New Securities to the Exchange Agent. Upon surrender
of the Old Securities properly tendered in accordance with the Exchange Offer,
Exchange Agent, on behalf of the Issuer, shall exchange such Old Securities for
New Securities on the terms set forth in the Prospectus and Letter of
Transmittal and cause the Old Securities to be cancelled. The principal amount
of the New Securities to be delivered to a holder of Old Securities shall equal
the principal amount of the Old Securities surrendered by such holder and shall
be issued only in denominations of $1,000 or any integral multiple thereof.
B. The New Securities issued in exchange for certificated Old
Securities shall be mailed by Exchange Agent as directed by the tendering
holders in accordance with the instructions contained in the Letter of
Transmittal, by first class or registered mail and under coverage of Exchange
Agent's blanket surety bond for first class or registered mail losses protecting
the Issuer from loss or liability arising out of the non-receipt or non-delivery
of such New Securities or the replacement thereof.
C. Notwithstanding any other provision of this Agreement, issuance of
the New Securities for accepted Old Securities pursuant to the Exchange Offer
shall be made only after each tendering holder's deposit with Exchange Agent of
the Old Securities, the related Letter of Transmittal and any other required
documents.
8. Securities Held in Trust. The New Securities and any cash or other
property (the "Property") deposited with or received by Exchange Agent (in such
capacity) from the Issuer shall be held in a segregated account, solely for the
benefit of Issuer and holders tendering Old Securities, as their interests may
appear, and the Property shall not be commingled with securities, money, assets
or property of Exchange Agent or any other party. Exchange Agent hereby waives
any and all rights of lien or set-off, if any, against the Property.
9. Reports to Issuer. Exchange Agent shall regularly notify, by
facsimile or electronic communication, the Issuer, and such other person or
persons as it may reasonably request, as to the principal amount of the Old
Securities which have been duly tendered since the previous report and the
aggregate amount tendered since the Effective Date on a weekly basis and more
frequently, if reasonably requested, until the Expiration Date. Such notice
shall be delivered in
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substantially the form set forth as Exhibit E. In addition, Exchange Agent shall
grant to the Issuer and such persons as the Issuer may reasonably request,
access to those persons on Exchange Agent's staff who are responsible for
receiving tenders, in order to ensure that immediately prior to the Expiration
Date, the Issuer shall have received information in sufficient detail to enable
it to decide whether to extend the Exchange Offer.
10. Record Keeping. Each Letter of Transmittal, Old Security and any
other documents received by Exchange Agent in connection with the Exchange Offer
shall be stamped by Exchange Agent to show the date of receipt (or if Old
Securities are tendered by book-entry delivery, such form of record keeping of
receipt as is customary for tenders through ATOP) and, if defective, the date
and time the last defect was cured or waived by the Issuer. Exchange Agent shall
retain all Old Securities and Letters of Transmittal and other related documents
or correspondence received by Exchange Agent until the Expiration Date, and
shall return all such material to Issuer as soon as practicable thereafter.
11. Discrepancies or Questions. Any discrepancies or questions
regarding any Letter of Transmittal, Old Security, notice of withdrawal or any
other documents received by Exchange Agent in connection with the Exchange Offer
that are not promptly resolved by the presenter of such documents shall be
referred to Issuer pursuant to Section 5(B) above and Exchange Agent shall have
no further duty with respect to such matter other than to cooperate in good
faith with the holder of Old Securities or the Issuer, as applicable, in
attempting to resolve such discrepancies or questions.
12. Transfer of Registration. New Securities may be registered in a
name other than that of the record holder of a surrendered Old Security, if and
only if (i) the Old Security surrendered shall be properly endorsed (either by
the registered holder thereof or by a properly completed separate power with
such endorsement guaranteed by an Eligible Institution, as defined in the Letter
of Transmittal) and otherwise in proper form for transfer, (ii) the person
requesting such transfer of registration shall pay to Exchange Agent any
transfer or other taxes required, or shall establish to Exchange Agent's
satisfaction that such tax is not owed or has been paid and (iii) such other
documents and instruments as Issuer or Exchange Agent may reasonably require
pursuant to the Prospectus and Letter of Transmittal shall be received by
Exchange Agent.
13. Partial Tenders. Exchange Agent shall accept partial tenders of Old
Securities where so indicated, and as permitted, in the Letter of Transmittal
and deliver certificates for Old Securities to the Issuer for split-up and
return any untendered Old Securities to the holder, or to such other person as
may be designated in the Letter of Transmittal, as promptly as practicable after
expiration or termination of the Exchange Offer.
14. Withdrawals. Tenders pursuant to the Exchange Offer are
irrevocable, except that, subject to the term and conditions set forth in the
Prospectus and the Letter of Transmittal, a tendering holder may withdraw
tendered Old Securities after proper notification of such withdrawal, in which
event Exchange Agent shall return such Old Securities to, or in accordance with
the instructions of, such holder and such Old Securities shall no longer be
considered properly tendered. Any withdrawn Old Securities may be tendered again
by following the procedures therefor described in the Prospectus at any time on
or prior to the Expiration Date.
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15. Rejection of Tenders. If, pursuant to the Exchange Offer, Issuer
does not accept for exchange all of the Old Securities tendered by a holder of
Old Securities, Exchange Agent shall return or cause to be returned such Old
Securities to, or in accordance with the instructions of, such holder of Old
Securities.
16. Cancellation of Exchanged Old Securities. Exchange Agent is
authorized and directed to cancel all Old Securities received by it upon
delivering the New Securities to tendering holders of the Old Securities as
provided herein. Exchange Agent shall maintain a record as to which Old
Securities have been exchanged pursuant to Section 7 hereof.
17. Requests for Information. Exchange Agent shall take such action as
may from time to time be requested by the Issuer or its counsel, Ropes & Xxxx,
as well as such other action as Exchange Agent may reasonably deem appropriate
to furnish copies of the Prospectus (and any amendments or supplements to the
Prospectus), Letter of Transmittal, Notice of Guaranteed Delivery and
instruction letters, or such other forms as may be approved from time to time by
the Issuer, to any person upon request and to accept and comply with telephone
and mail requests for information from any person concerning the proper
procedure to tender Old Securities. All other requests for materials shall be
referred to the Issuer. Exchange Agent shall not offer any concessions or pay
any commissions or solicitation fees to any brokers, dealers, banks or other
persons or engage any persons to solicit tenders.
18. Tax Matters. Exchange Agent shall file with the Internal Revenue
Service and distribute to the holders of Old Securities Form 1099 reports
regarding principal and interest payments on Securities which Exchange Agent has
made in connection with the Exchange Offer, if any. Any questions with respect
to any tax matters relating to the Exchange Offer shall be referred to Issuer,
and Exchange Agent shall have no duty with respect to any such matter; provided
that Exchange Agent shall cooperate with Issuer in attempting to resolve such
questions.
19. Reports. Within 5 days after the Expiration Date, Exchange Agent
shall furnish the Issuer a final report showing the disposition of the New
Securities.
20. Fees and Expenses. Issuer will pay Exchange Agent its fees plus
expenses, including counsel fees and disbursements, as set forth in Exhibit F.
21. Concerning the Exchange Agent. As exchange agent hereunder,
Exchange Agent:
A. shall have no duties or obligations other than those specifically
set forth in this Agreement, and such duties that are necessarily incidental
hereto as determined by the Exchange Agent in good faith; provided, however,
that in no way will Exchange Agent's general duty to act in good faith be
discharged by the foregoing;
B. will make no representation and will have no responsibility as to
the validity, value or genuineness of the Exchange Offer, shall not make any
recommendation as to whether a holder of Old Securities should or should not
tender its Old Securities and shall not solicit any holder for the purpose of
causing such holder to tender its Old Securities;
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C. shall not be obligated to take any action hereunder which may, in
Exchange Agent's reasonable judgment, involve any expense or liability to
Exchange Agent unless it shall have been furnished with indemnity against such
expense or liability which, in Exchange Agent's reasonable judgment, is
adequate;
D. may rely on and shall be protected in acting upon any certificate,
instrument, opinion, notice, instruction, letter, telegram or other document, or
any security, delivered to Exchange Agent and reasonably believed by Exchange
Agent to be genuine and to have been signed by the proper party or parties;
E. may rely on and shall be protected in acting upon the oral or
written instructions of Issuer, its counsel, or its representatives;
F. shall not be liable for any claim, loss, liability or expense,
incurred without Exchange Agent's negligence or willful misconduct, arising out
of or in connection with the administration of Exchange Agent's duties hereunder
in accordance with the terms and conditions of this Agreement; and
G. may consult with counsel, and the advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by Exchange Agent hereunder in
accordance with the advice of such counsel or any opinion of counsel.
22. Receipt; Examination. Exchange Agent acknowledges receipt of the
Prospectus and the Letter of Transmittal attached hereto and further
acknowledges that it has examined each of them to the extent necessary to
perform its obligations hereunder. Any inconsistency between this Agreement, on
the one hand, and the Prospectus and Letter of Transmittal, as they may be
amended from time to time, on the other hand, shall be resolved in favor of the
latter two documents, except with respect to the duties, liabilities, rights and
indemnification of Exchange Agent, which shall be controlled by this Agreement.
23. Indemnification. A. Issuer covenants and agrees to indemnify and
hold harmless Exchange Agent, its directors, officers, employees and agents (the
"Indemnified Persons") against any and all losses, damages, costs or expenses
(including reasonable attorneys' fees and court costs), arising out of or
attributable to its acceptance of appointment as Exchange Agent hereunder,
provided that such indemnification shall not apply to losses, damages, costs or
expenses incurred due to negligence or willful misconduct of the Exchange Agent.
Exchange Agent shall notify Issuer in writing of any written asserted claim
against Exchange Agent or of any other action commenced against Exchange Agent,
reasonably promptly after Exchange Agent shall have received any such written
assertion or shall have been served with a summons in connection therewith.
B. The Issuer shall be entitled to participate at its own expense in
the defense of any such claim or other action. Exchange Agent agrees that,
without the prior written consent of Issuer (which consent shall not be
unreasonably withheld), it will not settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding in
respect of which indemnification could be sought in accordance with the
indemnification provision of this
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Agreement (whether or not any Indemnified Persons is an actual or potential
party to such claim, action or proceeding).
24. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles.
25. Notices. Notices or other communications pursuant to this Agreement
shall be delivered by facsimile transmission, reliable overnight courier or by
first-class mail, postage prepaid, addressed as follows:
To Issuer at: Xxx Xxxxxxxx Xxxxxxx
Prudential Xxxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Fax: (000) 000-0000
Telephone: (000)000-0000
Or to Exchange Agent at:
Bank One, National Association
Xxx Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Exchanges
Fax: (000) 000-0000
Telephone: (000) 000-0000
Or to such address as either party shall provide by notice to the other party.
26. Change of Exchange Agent. Exchange Agent may resign from its duties
under this Agreement by giving to Issuer thirty days prior written notice. If
Exchange Agent resigns or becomes incapable of acting as Exchange Agent and the
Issuer fails to appoint a new exchange agent within a period of 30 days after it
has been notified in writing of such resignation or incapacity by Exchange
Agent, the Issuer shall appoint a successor exchange agent or assume all of the
duties and responsibilities of Exchange Agent. Any successor exchange agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Exchange Agent without any further act or deed;
but Exchange Agent shall deliver and transfer to the successor exchange agent
any Property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for such purpose.
27. Miscellaneous. Neither party may transfer or assign its rights or
responsibilities under this Agreement without the written consent of the other
party hereto; provided, however, that Exchange Agent may transfer and assign its
rights and responsibilities hereunder to any of its affiliates otherwise
eligible to act as Exchange Agent and, upon 45 days prior written notice to
Exchange Agent, Issuer may transfer and assign its rights and responsibilities
hereunder to any successor by merger, any purchaser of all of the common stock
of Issuer, or any purchaser of all or substantially all of Issuer's assets. This
Agreement shall inure to the benefit of, and the obligations created hereby
shall be binding upon, the successors and assigns of each of the parties hereto.
This Agreement may be amended only in writing signed by both parties. Any
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New Securities which remain undistributed after the Expiration Date shall be
cancelled and delivered to the Issuer upon demand, and any Old Securities which
are tendered thereafter shall be returned by Exchange Agent to the tendering
party. Except for Sections 20 and 23, this Agreement shall terminate on the 90th
day after the Expiration Date.
28. Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefits or remedy of any nature whatsoever under or by reason of this
Agreement. Without limitation to the foregoing, the parties hereto expressly
agree that no holder or holder of Securities shall have any right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.
29. Entire Agreement; Headings. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
If 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. The descriptive headings contained
in this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
30. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, Issuer and Exchange Agent have caused this
Agreement to be signed by their respective officers thereunto authorized as of
the date first written above.
XXX XXXXXXXX XXXXXXX
By: ______________________________
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION
By: ______________________________
Name:
Title:
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EXHIBIT E
Date:_____________
XXX XXXXXXXX XXXXXXX
BY FAX: ________________________
Re: Notice of Tenders
With respect to Section 9 of the Exchange Agent Agreement, dated as of
_____________ __, 2002, we confirm the following information as of the date
hereof:
1. Principal amount of Old Securities tendered during the past
week: $____________________
2. Principal amount of Old Securities referred to in paragraph 1.
above regarding which Exchange Agent questions validity of the
tender: $____________________
3. Aggregate principal amount of Old Securities tendered since
the Effective Date as to which Exchange Agent questions the
validity of the tender: $___________________.
4. Principal amount of Old Securities remaining unpresented
(based on $350,000,000 total Old Securities):
$__________________
5. Total aggregate principal amount of Old Securities validly
tendered since the Effective Date: $_____________________
Bank One, National Association,
as Exchange Agent
By: ______________________________
Name:
Title:
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EXHIBIT F
Schedule of Fees
Per letter of transmittal mailed or processed: $___.00
Minimum fee: $_____.00
Extraordinary services and special requests: by appraisal
Out of pocket expenses incurred will be billed for reimbursement at invoiced
cost
The minimum fee of $_____.00 shall be due and payable upon execution of the
Exchange Agent Agreement. The remaining balance shall be due and payable upon
receipt of Exchange Agent's invoice therefor.
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