EXHIBIT 99.3
EXCHANGE AGENT AGREEMENT
______________, 2002
Bank One Trust Company, N.A.
Xxx Xxxxx Xxxxx Xxxxxx
0xx Xxxxx, Xxxxx XX0-0000
Xxxxxxx, XX 00000
Attention: Exchanges
Ladies and Gentlemen:
Cingular Wireless LLC (the "Company"), proposes to make an offer (the
"Exchange Offer") to exchange $500,000,000 5.625% Senior Notes Due 2006;
$750,000,000 6.50% Senior Notes Due 2011; and $750,000,000 7.125% Senior Notes
Due 2031, which have been registered under the Securities Act of 1933, as
amended (the "New Notes"), for $500,000,000 5.625% Senior Notes Due 2006;
$750,000,000 6.50% Senior Notes Due 2011; and $750,000,000 7.125% Senior Notes
Due 2031, which have not been registered under the Securities Act of 1933, as
amended (the "Old Notes"). The terms and conditions of the Exchange Offer as
currently contemplated are set forth in a prospectus, dated , 2002 (the
"Prospectus"), proposed to be distributed to all record holders of the Old
Notes. The Old Notes and the New Notes are collectively referred to herein as
the "Notes".
The Company hereby appoints Bank One Trust Company, N.A. to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to Bank One Trust Company, N.A. The
Exchange Offer is expected to be commenced by the Company on or about
, 2002. The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, the Automated Tender Offer Program ("ATOP")
of The Depository Trust Company ("DTC")) 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 commence as soon as practicable after the
Company's Registration Statement on Form S-4 relating to the Exchange Offer is
declared effective under the Securities Act of 1933, as amended, as certified in
writing to Exchange Agent by the Issuer (the "Effective Time") and shall expire
at 5:00 p.m., New York City time, on , 2002 or on such subsequent 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 (promptly confirmed in writing) or
written notice to you before 5:00 p.m., New York City time, on the previously
scheduled Expiration Date. If the Exchange Offer is extended, then the term
"Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended.
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 occurrence 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
(promptly 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 are 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. As soon as practicable after your receipt of certification
from the Company as to the Effective Time, you will mail to each Holder (as
defined in the Indenture), and to each DTC participant identified by DTC as
a holder of Old Notes (i) a Letter of Transmittal with instructions,
substantially in the form
attached hereto as Exhibit A (the "Letter of Transmittal"), (ii) a
Prospectus (Exhibit A) and (iii) a Notice of Guaranteed Delivery
substantially in the form attached hereto as Exhibit B (the "Notice of
Guaranteed Delivery") all in accordance with the procedures described in
the Prospectus. The Company shall supply you with sufficient copies of the
Prospectus, Letter of Transmittal and Notice of Guaranteed Delivery to
enable you to perform its duties hereunder.
3. You will establish a book-entry account with respect to the
Old Notes at DTC to facilitate book-entry tenders of the Old Notes through
DTC's ATOP for the Exchange Offer within two business days after the date
of the Prospectus, and any financial institution that is a participant in
DTC's systems may make book-entry delivery of the Old Notes by causing DTC
to transfer such Old Notes into your account in accordance with DTC's
procedure for such transfer.
4. From and after the Effective Time, you are hereby authorized
and directed to accept and to examine each of the Letters of Transmittal
and certificates for Old Notes (or confirmation of book-entry transfer into
your account at DTC) and any other documents delivered or mailed to you by
or for holders of the Old Notes to ascertain whether: (i) the Letters of
Transmittal (or that the instructions from DTC (the "DTC Transmissions")
contain the proper information required to be set forth therein) and any
such other documents (including the Notice of Guaranteed Delivery) are duly
executed and properly completed in accordance with instructions set forth
therein; and (ii) the Old Notes 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). In each case where the
Letter of Transmittal or any other document has been improperly completed
or executed (or any DTC Transmission is not in due and proper form or omits
required information) or any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform the
Holders of the need for fulfillment of all requirements. If such condition
is not promptly remedied by the Holder, you shall report such condition to
the Company and await its direction. All questions as to the validity,
form, eligibility (including timeliness of receipt), acceptance and
withdrawal of any Old Notes tendered or delivered shall be determined by
the Company, in its sole discretion. Notwithstanding the above, you shall
not be under any duty to give notification of defects in such tenders and
shall not incur any liability for failure to give such notification unless
such failure constitutes gross negligence or willful misconduct.
5. You are authorized to request from any person tendering Old
Notes to provide you with such additional documents as you or the Company
deems appropriate. You are hereby authorized and directed to process
withdrawals of tenders to the extent withdrawal thereof is authorized by
the Exchange Offer.
6. The Company reserves the absolute right (i) to reject any
or all tenders of any particular Old Note determined by the Company not to
be in proper form or the acceptance or exchange of which may, in the
opinion of Company's counsel, be unlawful and (ii) to waive any of the
conditions of the Exchange Offer or any defects, irregularities or
conditions to the tender of any particular Old Note, and the Company'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.
7. With the approval of the Chief Executive Officer, Chief
Financial Officer, Treasurer, any Vice President or Assistant Treasurer of
the Company (such approval, if given orally, to be promptly confirmed in
writing) or any other party designated in writing by such an officer (each
an "Authorized Officer"), you are authorized to waive any irregularities in
connection with any tender of Old Notes pursuant to the Exchange Offer.
8. Tenders of Old Notes may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering", and Old Notes shall be
considered properly tendered to you only when tendered in accordance with
the procedures set forth therein.
Notwithstanding the provisions of this Section 8, Old Notes which an
Authorized Officer shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally, shall
be promptly confirmed in writing).
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9. You shall advise the Company with respect to any Old
Notes received subsequent to the Expiration Date and accept the Company's
written instructions with respect to disposition of such Old Notes.
10. You shall ensure that each Letter of Transmittal and
the related Old Notes 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.
11. You shall accept tenders:
(a) in cases where the Old Notes are
registered in two or more names, only if signed by all named holders;
(b) 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
(c) from persons other than the registered
holder of Old Notes, provided that customary transfer requirements,
including any applicable requirements for certifications, legal opinions or
other information, and payment of any applicable transfer taxes, are
fulfilled.
You shall accept partial tenders of Old Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Old Notes
to the registrar for split-up and return any untendered Old Notes to the
holder (or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or termination of the
Exchange Offer.
12. 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 promptly confirmed in writing) of its acceptance, promptly
after the Expiration Date, of all Old Notes properly tendered and you, on
behalf of the Company, will exchange such Old Notes for New Notes and cause
such Old Notes to be cancelled and delivered to the Company. Delivery of
New Notes will be made on behalf of the Company by you at the rate of
$1,000 principal amount of New Notes for each $1,000 principal amount of
the corresponding series of Old Notes tendered promptly after notice (such
notice if given orally, to be promptly confirmed in writing) of acceptance
of said Old Notes by the Company; 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 DTC), a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantees and, if applicable, a Notice of
Guaranteed Delivery, and any other required documents. You shall issue New
Notes only in denominations of $1,000 or any integral multiple thereof.
13. Tenders pursuant to the Exchange Offer are
irrevocable, except that, subject to the terms and upon the conditions set
forth in the Prospectus and the Letter of Transmittal, Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time prior to the
Expiration Date. In the event a tendering Holder decides to withdraw that
tender of Old Notes, you shall, after proper notification of such
withdrawal, return such Old Notes to, or in accordance with the
instructions of, such Holder via first-class U.S. mail without cost to
Holder as soon as practicable after withdrawal, and such Old Notes shall no
longer be considered properly tendered. Any withdrawn Old Notes may be
tendered by again following the procedures therefor described in the
Prospectus at any time on or prior to the Expiration Date.
14. The Company shall not be required to exchange any Old
Notes tendered if any of the conditions set forth in the Exchange Offer are
not met. Notice of any decision by the Company not to exchange any Old
Notes tendered shall be given (if given orally, to be promptly confirmed in
writing) by the Company to you.
15. 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
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Prospectus under the captions "The Exchange Offer -- Terms of the Exchange
Offer" or "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 appropriate book-entry transfer), together with any
related required documents and the Letters of Transmittal relating thereto
that are in your possession, to the persons who deposited them.
16. All certificates for reissued Old Notes, unaccepted
Old Notes or for New Notes shall be forwarded by first-class U.S. mail.
17. You are not authorized to pay or offer to pay any
concessions, commissions or solicitation fees to any broker, dealer, bank
or other persons or to engage or utilize any person to solicit tenders.
18. As Exchange Agent hereunder you:
(a) shall not be liable for any action or
omission to act unless the same constitutes your own gross negligence,
willful misconduct or bad faith, and in no event shall you or the Company
be liable to a noteholder, the Company or you, as the case may be, or any
third party for special, indirect or consequential damages, or lost
profits, arising in connection with this Agreement;
(b) shall have no duties or obligations
other than those specifically set forth in this Agreement or as may be
subsequently agreed to in writing between you and the Company;
(c) will be regarded as making no
representations and having no responsibilities as to the validity,
sufficiency, value or genuineness of any of the certificates or the Old
Notes represented thereby deposited with you pursuant to the Exchange
Offer, and will not be required to and will make no representation as to
the validity, value or genuineness of the Exchange Offer;
(d) shall not be obligated to take any legal
action hereunder which might in your judgment involve any expense or
liability, unless you shall have been furnished with indemnity satisfactory
to you;
(e) may conclusively rely on and shall be
protected in acting in reliance upon any certificate, instrument, opinion,
notice, letter, telegram or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed or
presented by the proper person or persons;
(f) may act upon any tender, statement,
request, document, agreement, certificate or other instrument whatsoever
not only as to its due execution and validity and effectiveness of its
provisions, but also as to the truth and accuracy of any information
contained therein, which you shall reasonably believe to be genuine or to
have been signed or presented by the proper person or persons;
(g) may conclusively rely on and shall be
protected in acting upon written or oral instructions from any authorized
officer of the Company or from Company's counsel;
(h) may consult with counsel of your
selection with respect to any questions relating to your duties and
responsibilities and the advice or opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by you hereunder in good faith and in
accordance with the advice or opinion of such counsel; and
(i) shall not make any recommendation as to
whether a Holder of Old Notes should or should not tender its Old Notes and
shall not solicit any Holder for the purpose of causing such Holder to
tender its Old Notes.
19. You shall take such action as may from time to time
be requested by the Company (and such other action as you may deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and
the Notice of Guaranteed Delivery (as defined in the Prospectus) or such
other forms as may be approved from time
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to time by the Company, to all persons requesting such documents and to
accept and comply with telephone, mail or facsimile requests for
information relating to the Exchange Offer, provided that such information
shall relate only to the procedures for accepting (or withdrawing from) the
Exchange Offer. The Company will furnish you with copies of such documents
on your request. All other requests for information relating to the
Exchange Offer shall be directed to the Company, Attention: Xxxxxxx X.
Xxxxx, Assistant Treasurer. You 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.
20. You shall advise by electronic communication or
facsimile transmission to Xxxxxxx X. Xxxxx (at facsimile number
404-236-6205), and such other person or persons as the Company may
reasonably request, weekly (and more frequently during the week immediately
preceding the Expiration Date if requested) up to and including the
Expiration Date, as to the principal amount of Old Notes which have been
duly tendered since the previous report and the aggregate amount tendered
since the Effective Date pursuant to the Exchange Offer until the
Expiration Date. Such notice shall be delivered in substantially the form
attached hereto as Exhibit C. In addition, you will also inform, and
cooperate in making available to, the Company or any such other person or
persons as the Company may request upon oral request (promptly confirmed in
writing) made from time to time prior to the Expiration Date of such other
information as they may reasonably request. Such cooperation shall include,
without limitation, the granting by you to the Company and such person as
the Company may request of access to those persons on your staff who are
responsible for receiving tenders, in order to ensure that 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. Within 5 days after the Expiration Date, you shall furnish to the
Company a final list of all persons 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.
21. Each Letter of Transmittal, Old Note and any other
documents received by you in connection with the Exchange Offer shall be
stamped by you to show the date of receipt (or if Old Notes 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. You shall cancel certificated Old
Notes. You shall retain all Old Notes and Letters of Transmittal and other
related documents or correspondence received by Exchange Agent until the
Expiration Date. You shall return all such material to Issuer as soon as
practicable after the Expiration Date.
You are authorized and directed to cancel all Old Notes received by
you upon delivering the New Notes to tendering holders of the Old Notes as
provided herein. You shall maintain a record as to which Old Notes have
been exchanged pursuant to Section 12 hereof.
22. For services rendered as Exchange Agent hereunder,
you shall be entitled to such compensation as set forth on Schedule I
attached hereto. The provisions of this Section 22 shall survive the
termination of this Agreement.
23. You hereby acknowledge receipt of the Prospectus and
the Letter of Transmittal, attached hereto as Exhibit A, and the Notice of
Guaranteed Delivery, attached hereto as Exhibit B. Any discrepancies or
questions regarding any Letter of Transmittal, Old Note, notice of
withdrawal or any other documents received by you in connection with the
Exchange Offer shall be referred to the Company and you shall have no
further duty with respect to such matter; provided that you shall cooperate
with the Company in attempting to resolve such discrepancies or questions.
24. The Company covenants and agrees to fully indemnify
and hold you, your directors, officers, employees and agents (the
"Indemnified Persons") harmless against any and all losses, damages,
liabilities, costs or expenses, including attorneys' fees and expenses,
incurred without gross negligence or willful misconduct on your part,
arising out of or in connection with any act, omission, delay or refusal
made by the Indemnified Persons in 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 the Indemnified Persons to be
authorized, and in reasonably delaying or refusing to accept any tenders or
effect any transfer of Old Notes. In
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each case, the Company shall be notified by you, by letter or facsimile
transmission, 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 shall have been served with a summons in
connection therewith. The Company shall be entitled to participate at its
own expense in the defense of any such claim or other action and, if the
Company so elects, 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 after consultation with independent counsel, that a conflict of
interest exists between you and the Company. The provisions of this Section
24 shall survive the termination of this Agreement.
25. You shall comply with all requirements under the tax
laws of the United States imposed with respect to the activities performed
by you pursuant to this Agreement, including filing with the Internal
Revenue Service and Holders Form 1099 reports regarding principal and
interest payments on Notes, compliance with backup withholding and record
retention which you have 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 the Company, and you shall have no duty with
respect to such matter; provided that you shall cooperate with Issuer in
attempting to resolve such questions.
26. You shall notify the Company in a timely manner
regarding any transfer taxes that are payable in respect of the exchange of
Old Notes of which you became aware.
27. This Agreement and your appointment as Exchange Agent
hereunder shall be construed and enforced in accordance with the laws of
the State of New York applicable to agreements made and to be performed
entirely within such state, and without regard to conflicts of law
principles, and 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.
28. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same agreement.
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. This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part,
except by a written instrument signed by a duly authorized representative
of the party to be charged. This Agreement may not be modified orally.
31. Unless otherwise provided herein, all notices,
requests and other communications to any party hereunder shall be in
writing (including facsimile or similar writing) and shall be given to such
party, addressed to it, at its address or telecopy number set forth below:
If to the Company:
Cingular Wireless LLC
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxx X. Xxxxx, Assistant Treasurer
If to the Exchange Agent:
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Bank One Trust Company, N.A.
Xxx Xxxxx Xxxxx Xxxxxx
0xx Xxxxx, Xxxxx XX0-0000
Xxxxxxx, XX 00000
Attention: Exchanges
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Exchanges
or to such address as either party shall provide by notice to the other
party.
32. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration Date.
Notwithstanding the foregoing, Sections 22 and 24 shall survive the
termination of this Agreement until the expiration of the applicable
statute of limitations. Upon any termination of this Agreement, you shall
promptly deliver to the Company any certificates for Notes, funds or
property then held by you as Exchange Agent under this Agreement.
33. This Agreement shall be binding and effective as of
the date hereof.
34. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regards to
conflicts of law principles thereof.
35. You may resign from your duties under this Agreement
by giving to the Company thirty (30) days' prior written notice. If you
resign or become incapable of acting as Exchange Agent and the Company
fails to appoint a new exchange agent within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by
you, the Company 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 you 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.
36. 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 you may transfer and assign
your rights and responsibilities hereunder to any of your affiliates
otherwise eligible to act as Exchange Agent and, upon forty-five (45) days'
prior written notice to you, the Company may transfer and assign its rights
and responsibilities hereunder to any successor by merger, any purchaser of
all of the common stock of the Company, or any purchaser of all or
substantially all of the Company's assets. This Agreement may be amended
only in writing signed by both parties. Any Notes which remain
undistributed after the Expiration Date shall be cancelled and delivered to
the Company upon demand, and any Old Notes which are tendered thereafter
shall be returned by you to the tendering party.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
Cingular Wireless LLC
By: Cingular Wireless Corporation, as Manager
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
Accepted as of the date first above written:
Bank One Trust Company, N.A.,
as Exchange Agent
By:
----------------------------------
Name:
Title:
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EXHIBIT A
PROSPECTUS AND LETTER OF TRANSMITTAL
EXHIBIT B
NOTICE OF GUARANTEED DELIVERY
EXHIBIT C
Date:__________________
CINGULAR WIRELESS LLC
BY FAX: 000-000-0000
Re: Notice of Tenders
With respect to Section 20 of the Exchange Agent Agreement, dated as of
, 2002, we confirm the following information as of the date hereof:
1. Principal amount of Old Notes tendered during the past week:
$______________ 5.625% Senior Notes Due 2006
$______________ 6.50% Senior Notes Due 2011
$______________ 7.125% Senior Notes Due 2031
2. Principal amount of Old Notes referred to in paragraph 1 above
regarding which Exchange Agent questions validity of the tender:
$______________ 5.625% Senior Notes Due 2006
$______________ 6.50% Senior Notes Due 2011
$______________ 7.125% Senior Notes Due 2031
3. Aggregate principal amount of Old Notes tendered since the
Exchange Offer began as to which Exchange Agent questions the
validity of the tender:
$______________ 5.625% Senior Notes Due 2006
$______________ 6.50% Senior Notes Due 2011
$______________ 7.125% Senior Notes Due 2031
4. Principal amount of Old Notes remaining unpresented [based on
$2,000,000,000 aggregate principal amount of Old Notes]:
$______________ 5.625% Senior Notes Due 2006
$______________ 6.50% Senior Notes Due 2011
$______________ 7.125% Senior Notes Due 2031
5. Total aggregate principal amount of Old Notes validly tendered since
the Exchange Offer began:
$______________ 5.625% Senior Notes Due 2006
$______________ 6.50% Senior Notes Due 2011
$______________ 7.125% Senior Notes Due 2031
Bank One Trust Company, N.A.,
as Exchange Agent
By:
---------------------------------
Name:
Title:
SCHEDULE I
COMPENSATION OF EXCHANGE AGENT
$5,000 plus out-of-pocket expenses, including, without limitation, legal fees
and expenses.
