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Preview Full Doc	2005	Exchange Agent Agreement Exchange Agent Agreement (26K) Doc #428210: Click preview link for longer preview. Form of Exchange Agent Agreement , 2005 EXCHANGE AGENT AGREEMENT U.S. Bank National Association Attention: Peter Fowler 500 West Cypress Creek Road Suite 560 Fort Lauderdale, FL 33309 Ladies and Gentlemen: Hughes Supply, Inc., a Florida corporation (the ï¿½Companyï¿½) proposes to make an offer (the ï¿½Exchange Offerï¿½) to exchange all of its outstanding 5.50% Senior Notes Due 2014 (the ï¿½Old Securitiesï¿½) for its 5.50% . . . 428210	Hughes Supply Hughes Supply, Inc. ( Capital Goods ) As referenced in this Exchange Agent Agreement: Hughes Supply, Inc – of Exchange Agent Agreement , 2005 EXCHANGE AGENT AGREEMENT U.S. Bank National Association Attention: Peter Fowler 500 West Cypress Creek Road Suite 560 Fort Lauderdale, FL 33309 Ladies and Gentlemen: Hughes Supply, Inc ., a Florida corporation (the Company) proposes to make an offer (the Exchange Offer) to exchange all of its outstanding 5.50% Senior Notes Due 2014 (the Old Securities) for _____________ Hughes Supply, Inc – and shall be deemed to be duly given if delivered or mailed first class certified or registered mail, postage prepaid, faxed or electronically mailed as follows: If to the Company: Hughes Supply, Inc . Attn: Jay Clark One Hughes Way Orlando, FL 32805 Telephone: 407-822-2285 Facsimile: 407-648-9898 e-mail: jay.clark@hughessupply.com and a copy to (which shall _____________ HUGHES SUPPLY, INC – effective as of the date hereof. [SIGNATURE PAGES TO FOLLOW] 9 Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. HUGHES SUPPLY, INC . By: Name: Title: Accepted as of the date first above written: U.S. BANK NATIONAL ASSOCIATION, as Exchange Agent By: Peter H. Fowler Vice President 10 Exhibit A Exhibit _____________ dt 1337883 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Exchange Agent Agreement: U.S. Bank National Association – Form of Exchange Agent Agreement EX-99.3 88 dex993.htm FORM OF EXCHANGE AGENT AGREEMENT Exhibit 99.3 Form of Exchange Agent Agreement , 2005 EXCHANGE AGENT AGREEMENT U.S. Bank National Association Attention: Peter Fowler 500 West Cypress Creek Road Suite 560 Fort Lauderdale, FL 33309 Ladies and Gentlemen: Hughes Supply, Inc., a Florida corporation (the Company) proposes to make an _____________ U.S. Bank National Association – to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are together referred to herein as the Securities. The Company hereby appoints U.S. Bank National Association to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to U.S. Bank National Association. The Exchange Offer will _____________ U.S. Bank National Association. – The Company hereby appoints U.S. Bank National Association to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to U.S. Bank National Association. The Exchange Offer will be commenced on , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (ATOP) _____________ U.S. Bank National Association – LLP Attn: Tom McAleavey 200 South Orange Avenue, Suite 2600 Orlando, FL 32801 Telephone: 407-425-8500 Facsimile: 407-244-5288 e-mail: tom.mcaleavey@hklaw.com If to you: U.S. Bank National Association Attn: Peter Fowler 500 W. Cypress Creek Road Suite 560 Fort Lauderdale, FL 33309 Telephone: 954-776-2225 Facsimile: 954-776-2629 e-mail: peter.fowler@usbank.com 8 _____________ U.S. BANK NATIONAL ASSOCIATION, – of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. HUGHES SUPPLY, INC. By: Name: Title: Accepted as of the date first above written: U.S. BANK NATIONAL ASSOCIATION, as Exchange Agent By: Peter H. Fowler Vice President 10 Exhibit A Exhibit B _____________ dt 1342071 ;	Greenberg Greenberg Traurig ( Legal ) As referenced in this Exchange Agent Agreement: Greenberg Traurig – Suite 560 Fort Lauderdale, FL 33309 Telephone: 954-776-2225 Facsimile: 954-776-2629 e-mail: peter.fowler@usbank.com 8 and a copy to (which shall not constitute notice): Greenberg Traurig , P.A. Attn: Warren S. Bloom 450 South Orange Avenue, Suite 650 Orlando, FL 32801 Telephone: 407-420-1000 Facsimile: 407-420-5909 e-mail: bloomw@gtlaw.com or _____________ dt 1325427
Preview Full Doc	2005	Exchange Agent Agreement Exchange Agent Agreement (21K) Doc #497288: Click preview link for longer preview. , 2005 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: News America Incorporated, a Delaware corporation (the ï¿½Companyï¿½), proposes to make an offer (the ï¿½Exchange Offerï¿½) to exchange up to US$750,000,000 aggregate principle amount of its 5.30% Senior Notes due 2014 and up to US1,000,000,000 aggregate . . . 497288	News Corp. News Corp. Ltd. ( Printing & Publishing ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement: Bank of New York – Form of Exchange Agent Agreement EX-99.3 16 dex993.htm FORM OF EXCHANGE AGENT AGREEMENT Exhibit 99.3 , 2005 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: News America Incorporated, a Delaware corporation (the Company), proposes to make _____________ Bank of New York – be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the Securities. The Company hereby appoints The Bank of New York to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to The Bank of New York. The Exchange Offer is _____________ Bank of New York. – Company hereby appoints The Bank of New York to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry _____________ Bank of New York – to: Hogan & Hartson L.L.P. 875 Third Avenue New York, New York 10022 Facsimile: (212) 918-3100 Attention: Amy Bowerman Freed, Esq. If to the Exchange Agent: The Bank of New York 101 Barclay Street Floor 8 West New York, New York 10286 Facsimile: (212) 815-5704 Attention: Corporate Trust Administration 28. Unless terminated earlier by the parties hereto, this Agreement _____________ BANK OF NEW YORK, – this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. NEWS AMERICA INCORPORATED By: Name: Title: Accepted as of the date first above written: THE BANK OF NEW YORK, as Exchange Agent By: Name: Title: _____________ dt 1584317
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (21K) Doc #297032: Click preview link for longer preview. March , 2004 SouthTrust Bank 110 Office Park Drive 2^nd Floor Birmingham, Alabama 35223 Attention: Judith B. Seier Ladies and Gentlemen: Chattem, Inc., a Tennessee corporation (the ï¿½Companyï¿½), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus to be dated on or about , 2004 (the ï¿½Prospectusï¿½), and the related Letter of Transmittal (which together constitute the ï¿½Exchange Offerï¿½), up to $75,000,000 in aggregate principal amount of its . . . 297032	Chattem Chattem Inc. ( Pharmaceutical Preparations ) As referenced in this Exchange Agent Agreement: Chattem, Inc – Exhibit 99.4 March , 2004 SouthTrust Bank 110 Office Park Drive 2nd Floor Birmingham, Alabama 35223 Attention: Judith B. Seier Ladies and Gentlemen: Chattem, Inc ., a Tennessee corporation (the Company), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus _____________ Chattem, Inc – practicable thereafter, you will deliver by registered mail with proper insurance those items, together with all properly tendered and canceled Original Notes, to Chattem, Inc ., Attention: Mr. Scott J. Sloat, Controller. 8. You are to satisfy requests of brokers, dealers, commercial banks, trust companies and other persons _____________ CHATTEM, INC – you, please acknowledge receipt of this letter and confirm the arrangements herein provided by signing and returning the enclosed copy. Very truly yours, CHATTEM, INC . By: Name: A. Alexander Taylor, II Title: President and Chief Operating Officer ACCEPTED AS OF MARCH , 2004 SOUTHTRUST BANK as Exchange Agent _____________ dt 261573 ;	SouthTrust Bank SouthTrust Bank ( Financial ) As referenced in this Exchange Agent Agreement: SouthTrust Bank – Exchange Agent Agreement EX-99.4 18 dex994.htm EXCHANGE AGENT AGREEMENT Exhibit 99.4 March , 2004 SouthTrust Bank 110 Office Park Drive 2nd Floor Birmingham, Alabama 35223 Attention: Judith B. Seier Ladies and Gentlemen: Chattem, Inc., a Tennessee corporation (the _____________ SouthTrust Bank – Expiration Date and the latest time and date to which the Exchange Offer is so extended is referred to as the Expiration Date. SouthTrust Bank March , 2004 Page 2 You are hereby requested, and you hereby agree, to act, including any actions which may be by or _____________ SouthTrust Bank – No tender of Original Notes will be deemed to have been properly made until all defects and irregularities have been cured or waived. SouthTrust Bank March , 2004 Page 3 4. Tenders of Original Notes shall be made only as set forth in the Prospectus and the Letter _____________ SouthTrust Bank – upon the order of the holder and the Original Notes covered by those items shall no longer be considered to be properly tendered. SouthTrust Bank March , 2004 Page 4 (b) A withdrawal of tender of Original Notes may not be rescinded and any Original Notes withdrawn will _____________ SouthTrust Bank – by the Company, including instructions with respect to any extension or modification of the Exchange Offer and the cancellation of the Exchange Offer. SouthTrust Bank March , 2004 Page 5 10. No exchange shall be made as to any Original Notes held in certificated form until you physically _____________ dt 255667
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (21K) Doc #315469: Click preview link for longer preview. September , 2004 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: CVS a Delaware corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding 4% Notes due 2009 and all of its outstanding 4⁷/8 Notes due 2014 (collectively the "Old Securities") for its 4% Exchange Notes due 2009 and its 4⁷/8 Exchange Notes due 2014 ( . . . 315469	CVS CVS Corp. ( Drugs ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement: Bank of New York – 99_6.htm EXHIBIT 99.6 QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.6 September , 2004 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: CVS a Delaware corporation (the "Company") proposes _____________ Bank of New York – the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank _____________ Bank of New York. – York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about [ ], 2004. The Letter of Transmittal accompanying the Prospectus ( _____________ Bank of New York – Company: CVS Corporation One CVS Drive Woonsocket, RI 02895 Facsimile: 401-770-5768 Attention: Philip C. Galbo If to the Exchange Agent: The Bank of New York 101 Barclay Street New York, New York 10286 Facsimile: 212-815-5131 Attention: Corporate Trust Administration 28. Unless terminated earlier by the _____________ BANK OF NEW YORK, – copy. CVS Corporation By: Name: Philip C. Galbo Title: Senior Vice President and Treasurer Accepted as of the date first above written: THE BANK OF NEW YORK, as Exchange Agent By: Name: Title: QuickLinks Exhibit 99.6 EXCHANGE AGENT AGREEMENT _____________ dt 573342 ;	Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Exchange Agent Agreement: Davis Polk – advise by facsimile transmission Phillip C. Galbo, the Senior Vice President and Treasurer (at the facsimile number 401-770-5768), Rachel Kaplinsky of Davis Polk & Wardwell (at the facsimile number 212-450-4621) and such other person or persons as the Company may request, daily (and more _____________ dt 648435
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (25K) Doc #338960: Click preview link for longer preview. September , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amï¿½rica Mï¿½vil, S.A. de C.V. (the ï¿½Companyï¿½) proposes to make an offer to exchange (the ï¿½Exchange Offerï¿½) (a) an aggregate principal amount of up to U.S.$500,000,000 of the Companyï¿½s 4.125% Senior Notes due 2009 (the ï¿½Exchange Notes due 2009ï¿½), which have been registered under the Securities Act of 1933, as amended (the ï¿½Actï¿½), for a like principal . . . 338960	America Movil America Movil S.A. de C.V. ( Communications Services ) ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Exchange Agent Agreement: JPMorgan Chase Bank – of Exchange Agent Agreement EX-99.6 18 dex996.htm FORM OF EXCHANGE AGENT AGREEMENT Exhibit 99.6 September , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amrica Mvil, S.A. de _____________ JPMorgan Chase Bank – not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal. The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase _____________ JPMorgan Chase Bank. – Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase Bank. The Exchange Offer is expected to be commenced by the Company on or about , 2004. The Letter of Transmittal accompanying the Prospectus _____________ JPMorgan Chase Bank – copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank Institutional Trust Services 4 New York Plaza, 15th floor New York, New York 10004 Telephone: ( ) Facsimile: ( ) Attention: 29. Unless terminated earlier by _____________ JPMORGAN CHASE BANK – enclosed copy. AMRICA MVIL, S.A. DE C.V. By: Name: Title: By: Name: Title: Accepted as of the date first above written: JPMORGAN CHASE BANK By: Name: Title: _____________ dt 698066 ;	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Exchange Agent Agreement: Cleary, Gottlieb – V. Lago Alberto 366, Edificio Telcel I, Piso 2 Colonia Anahuac 11320 Mxico, D.F., Mxico Telephone: ( ) Facsimile: ( ) Attention: With a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank _____________ dt 696521
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (24K) Doc #338971: Click preview link for longer preview. Form of Exchange Agent Agreement Exhibit 99.6 , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amï¿½rica Mï¿½vil, S.A. de C.V. (the ï¿½Companyï¿½) proposes to make an offer to exchange (the ï¿½Exchange Offerï¿½) (a) an aggregate principal amount of up to U.S.$300,000,000 of the Companyï¿½s Floating Rate Senior Notes due 2007 (the ï¿½Exchange Notesï¿½), which . . . 338971	America Movil America Movil S.A. de C.V. ( Communications Services ) ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Exchange Agent Agreement: JPMorgan Chase Bank – Form of Exchange Agent Agreement EX-99.6 16 dex996.htm FORM OF EXCHANGE AGENT AGREEMENT Exhibit 99.6 , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amrica Mvil, S.A. de _____________ JPMorgan Chase Bank – not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal. The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase _____________ JPMorgan Chase Bank. – Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase Bank. The Exchange Offer is expected to be commenced by the Company on or about , 2004. The Letter of Transmittal accompanying the Prospectus _____________ JPMorgan Chase Bank – copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank Institutional Trust Services 4 New York Plaza, 15th floor New York, New York 10004 Telephone: ( ) Facsimile: ( ) Attention: 29. Unless terminated earlier by _____________ JPMORGAN CHASE BANK – enclosed copy. AMRICA MVIL, S.A. DE C.V. By: Name: Title: By: Name: Title: Accepted as of the date first above written: JPMORGAN CHASE BANK By: Name: Title: _____________ dt 698079 ;	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Exchange Agent Agreement: Cleary, Gottlieb – V. Lago Alberto 366, Edificio Telcel I, Piso 2 Colonia Anahuac 11320 Mxico, D.F., Mxico Telephone: ( ) Facsimile: ( ) Attention: With a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank _____________ dt 696525
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (25K) Doc #338985: Click preview link for longer preview. July , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amï¿½rica Mï¿½vil, S.A. de C.V. (the ï¿½Companyï¿½) proposes to make an offer to exchange (the ï¿½Exchange Offerï¿½) (a) an aggregate principal amount of up to U.S.$500,000,000 of the Companyï¿½s 4.125% Senior Notes due 2009 (the ï¿½Exchange Notes due 2009ï¿½), which have been registered under the Securities Act of 1933, as amended (the ï¿½Actï¿½), for a like principal . . . 338985	America Movil America Movil S.A. de C.V. ( Communications Services ) ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Exchange Agent Agreement: JPMorgan Chase Bank – of Exchange Agent Agreement EX-99.6 18 dex996.htm FORM OF EXCHANGE AGENT AGREEMENT Exhibit 99.6 July , 2004 EXCHANGE AGENT AGREEMENT JPMorgan Chase Bank 4 New York Plaza 15th Floor New York, NY 10004 Attention: Institutional Trust Services Ladies and Gentlemen: Amrica Mvil, S.A. de _____________ JPMorgan Chase Bank – not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal. The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase _____________ JPMorgan Chase Bank. – Chase Bank to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to JPMorgan Chase Bank. The Exchange Offer is expected to be commenced by the Company on or about , 2004. The Letter of Transmittal accompanying the Prospectus _____________ JPMorgan Chase Bank – copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank Institutional Trust Services 4 New York Plaza, 15th floor New York, New York 10004 Telephone: ( ) Facsimile: ( ) Attention: 29. Unless terminated earlier by _____________ JPMORGAN CHASE BANK – enclosed copy. AMRICA MVIL, S.A. DE C.V. By: Name: Title: By: Name: Title: Accepted as of the date first above written: JPMORGAN CHASE BANK By: Name: Title: _____________ dt 698102 ;	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Exchange Agent Agreement: Cleary, Gottlieb – V. Lago Alberto 366, Edificio Telcel I, Piso 2 Colonia Anahuac 11320 Mxico, D.F., Mxico Telephone: ( ) Facsimile: ( ) Attention: With a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, New York 10006 Telephone: ( ) Facsimile: ( ) Attention: If to the Exchange Agent: JPMorgan Chase Bank _____________ dt 696529
Preview Full Doc	2004	Exchange Agent Agreement [Form] Exchange Agent Agreement [Form] (30K) Doc #354299: Click preview link for longer preview. FORM OF EXCHANGE AGENT AGREEMENT Wachovia Bank, National Association Attention: Corporate Actions 1525 West W.T. Harris Boulevard Charlotte, North Carolina 28262 Ladies and Gentlemen: FedEx Corporation, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $600,000,000 principal amount of its floating rate notes due 2005, $500,000,000 principal amount of its 2.65% notes due 2007 and $500,000,000 principal amount of its 3.50% notes due 2009 (the "New Notes") for a like principal amount of its respective outstanding floating rate notes due 2005, 2.65% notes due 2007 and 3.50% notes due 2009 (the "Old Notes"). The terms and conditions of the Exchange Offer are set forth in a prospectus (the "Prospectus") included in the Company's registration statement on Form S-4 (File No. 333-________), as it may be amended from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission, and 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." Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or the letter of transmittal accompanying the Prospectus (the "Letter of Transmittal"). The Company hereby appoints Wachovia Bank, National Association to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to Wachovia Bank, National Association. The Company expects to commence the Exchange Offer on or about __________, 2004. The Letter of Transmittal (or in the case of book entry securities, either the Letter of Transmittal or the Automated Tender Offer Program ("ATOP") system) 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. The Exchange Offer shall expire at 5:00 p.m., New York City time, on __________, 2004, 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 next business day after the previously scheduled Expiration Date. {Page} The Company expressly reserves the right, in its sole discretion, to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange. The Company will give oral (confirmed in writing) or written notice of any amendment, termination or non-acceptance 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," in the Letter of Transmittal or as specifically set forth herein; PROVIDED, HOWEVER, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be limited by the foregoing. As soon as practicable after commencement of the Exchange Offer, you will mail to each holder (as defined in the indenture relating to the Notes), and to each participant of The Depository Trust Company ("DTC") identified by DTC as a holder of any Old Notes (i) the Prospectus, (ii) the Letter of Transmittal with instructions (including instructions for completing a substitute Form W-9) and (iii) the Notice of Guaranteed Delivery. The Company shall supply you with sufficient copies of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery to enable you to perform your duties hereunder. 2. You will establish an account with respect to the Old Notes at DTC for purposes of the Exchange Offer within two (2) business days after the date of the Prospectus, and any financial institution that is a participant in DTC's systems may, until the Expiration Date, make book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes into your account in accordance with DTC's procedures for such transfer. In every case, however, a Letter of Transmittal (or a manually executed facsimile thereof) or an agent's message, properly completed and duly executed, with any required signature guarantees and any other required documents must be transmitted to and received by you prior to the Expiration Date or the guaranteed delivery procedures described in the Exchange Offer must be complied with. 3. You are to examine each of the Letters of Transmittal and certificates for Old Notes (and confirmation of book-entry transfers of Old Notes 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, certificates and any such other documents arc duly executed and properly 354299	FedEx FedEx Corp. ( Air Courier ) ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Exchange Agent Agreement [Form]: Wachovia Bank, Na – {DOCUMENT} {TYPE}EX-99.6 {SEQUENCE}19 {FILENAME}a2137621zex-99_6.txt {DESCRIPTION}EXHIBIT 99.6 {TEXT} {Page} EXHIBIT 99.6 _______________, 2004 FORM OF EXCHANGE AGENT AGREEMENT Wachovia Bank, Na tional Association Attention: Corporate Actions 1525 West W.T. Harris Boulevard Charlotte, North Carolina 28262 Ladies and Gentlemen: FedEx Corporation, a Delaware corporation (the "Company"), proposes to make an offer ( _____________ Wachovia Bank, Na – and not defined shall have the respective meanings ascribed to them in the Prospectus or the letter of transmittal accompanying the Prospectus (the "Letter of Transmittal"). The Company hereby appoints Wachovia Bank, Na tional Association to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to Wachovia Bank, National Association. The Company expects _____________ Wachovia Bank, Na – Transmittal"). The Company hereby appoints Wachovia Bank, National Association to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to Wachovia Bank, Na tional Association. The Company expects to commence the Exchange Offer on or about __________, 2004. The Letter of Transmittal (or in the case of book entry securities, either the Letter _____________ Wachovia Bank, Na – Staff Vice President - Securities & Corporate Law FedEx Corporation 942 South Shady Grove Road Memphis, Tennessee 38120 Telephone: (901) 818-7029 Facsimile: (901) 818-7119 If to the Exchange Agent, to: Wachovia Bank, Na tional Association Attention: Corporation Actions 1525 West W.T. Harris Boulevard Charlotte, North Carolina 28262 Telephone: (704) 590-7413 Facsimile: (704) 590-7628 with a copy to: George H. Masterson _____________ WACHOVIA BANK, NA – receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. FEDEX CORPORATION By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ Accepted as of the date first above written: WACHOVIA BANK, NA TIONAL ASSOCIATION, as Exchange Agent By: ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- 10 {Page} SCHEDULE A FEE SCHEDULE FOR EXCHANGE AGENT SERVICES Covers review of the Letter of Transmittal, DTC ATOP voluntary offering instruction (" _____________ dt 758374
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (26K) Doc #385075: Click preview link for longer preview. FORM OF EXCHANGE AGENT AGREEMENT , 2004 EXCHANGE AGENT AGREEMENT U.S. Bank Trust National Association Dear : LNR Property Corporation, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $400,000,000 aggregate principal amount of its 7.25% Series B Senior Subordinated Notes due 2013 (the "Exchange Notes"), for a like principal amount of its outstanding 7.25% Series A Senior Subordinated Notes due 2013 (the "Private Notes"). The terms . . . 385075	Clifford Chance Clifford Chance US LLP As referenced in this Exchange Agent Agreement: Clifford Chance US – Property Corporation 1601 Washington Avenue, Suite 800 Miami Beach, Florida 33139 Telephone: (305) 695-5500 Fax: (305) 695-5719 Attention: Zena Manes Dickstein, Esq. 5 {PAGE} with a copy to: Clifford Chance US LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 878-8000 Fax: (212) 878-8375 Attention: David W. Bernstein, Esq. If to the Exchange Agent, to: US Bank _____________ dt 1004341 ;	LNR Property LNR Property Corp. ( Real Estate )
Preview Full Doc	2004	Exchange Agent Agreement Exchange Agent Agreement (25K) Doc #429975: Click preview link for longer preview. DEUTSCHE BANK TRUST COMPANY AMERICAS EXCHANGE AGENT AGREEMENT November 22, 2004 Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, 27^th Floor New York, NY 10005 Attention: Global Debt Services Ladies and Gentlemen: AES Gener S.A., a Chilean corporation (the "Company"), is offering to exchange 7.50% notes due 2014, Series A (the "Exchange Offer") for an equal principal amount of its 7.50% notes due 2014, Series B (the "Old Notes" and, together with the New Notes, the "Notes"), pursuant to a . . . 429975	AES Gener Inc. AES Gener Inc. ; AES Gener AES Gener SA As referenced in this Exchange Agent Agreement: AES Gener S.A., – AGENT AGREEMENT November 22, 2004 Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, 27th Floor New York, NY 10005 Attention: Global Debt Services Ladies and Gentlemen: AES Gener S.A., a Chilean corporation (the "Company"), is offering to exchange 7.50% notes due 2014, Series A (the "Exchange Offer") for an equal principal amount of its 7.50% notes _____________ AES Gener S.A. – 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: AES Gener S.A. Mariano Snchez Fontecilla 310, 3rd Floor Santiago, Chile Attention: Vanessa Thiers Facsimile: 011-562-686-8991 With a copy to: Shearman & Sterling 599 Lexington Avenue New York, New _____________ AES GENER S.A. – shall be binding and effective as of the date hereof. 6 Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. AES GENER S.A. By: Name: Title: Accepted as of the date first above written: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Exchange Agent By: Name: Title: 7 Exhibit C Deutsche Bank Trust Company _____________ dt 1353156 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Exchange Agent Agreement: DEUTSCHE BANK TRUST CO – EX-99.4 11 a2142339zex-99_4.htm EXHIBIT 99.4 QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.4 DEUTSCHE BANK TRUST CO MPANY AMERICAS EXCHANGE AGENT AGREEMENT November 22, 2004 Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, 27th Floor New York, NY 10005 Attention: Global Debt Services _____________ Deutsche Bank Trust Co – 11 a2142339zex-99_4.htm EXHIBIT 99.4 QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.4 DEUTSCHE BANK TRUST COMPANY AMERICAS EXCHANGE AGENT AGREEMENT November 22, 2004 Deutsche Bank Trust Co mpany Americas Trust & Securities Services 60 Wall Street, 27th Floor New York, NY 10005 Attention: Global Debt Services Ladies and Gentlemen: AES Gener S.A., a Chilean corporation (the " _____________ Deutsche Bank Trust Co – provided in the Prospectus, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. Upon execution of this Agreement, Deutsche Bank Trust Co mpany Americas will act as the Exchange Agent for the Exchange Offer (the "Exchange Agent"). References hereinafter to "you" shall refer to Deutsche Bank Trust Company Americas. Capitalized terms used _____________ Deutsche Bank Trust Co – Upon execution of this Agreement, Deutsche Bank Trust Company Americas will act as the Exchange Agent for the Exchange Offer (the "Exchange Agent"). References hereinafter to "you" shall refer to Deutsche Bank Trust Co mpany Americas. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Prospectus. A copy of each of the form of letter of _____________ Deutsche Bank Trust Co – or refrain from doing in connection with this Agreement except for your gross negligence, willful misconduct or bad faith. 15. The Company covenants and agrees to indemnify and hold harmless Deutsche Bank Trust Co mpany Americas 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 _____________ dt 1390696
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (23K) Doc #141570: Click preview link for longer preview. January , 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Alestra, S. de R.L. de C.V. a Mexican Limited Liability Company of Variable Capital (the "Company") proposes to make offers (the "Offers") to exchange (the "Exchange Offer") all of its outstanding 12 1/8% Senior Notes due 2006 and 12 5/8% Notes due 2009 (the "Existing Notes") for its Senior Step-Up Notes due 2008 and Senior Step-Up Notes due 2011, respectively (the "New Notes") or a cash payment (the "Cash Tender Offer"). In addition, the Company is offering a payment in cash or in kind for tenders and exchanges received prior to the early consent payment deadline (the "Early Consent Payment"). The terms and conditions of the Offers as currently contemplated are set forth in a prospectus, dated January , 2003 (the "Prospectus"), proposed to be distributed to all record holders of the Existing Notes. The Existing Notes and the New Notes are collectively referred to herein as the "Notes". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Offers and The Bank of New York hereby accepts such appointment. Any and all fees payable to The Bank of New York under this Agreement are listed on Schedule A hereto. References hereinafter to "you" shall refer to The Bank of New York. The Offers are expected to be commenced by the Company on or about January , 2003. The Letters of Transmittal accompanying the Prospectus (and in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Existing Notes to accept the Offers and contains instructions with respect to the delivery of certificates for Existing Notes tendered in connection therewith. The Offers shall expire at 11:59 p.m., New York City time, on _________, 2003 or on such subsequent date or time to which the Company may extend the Offers (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, 141570	BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement: Bank of New York – DESCRIPTION}EXCHANGE AGENT AGREEMENT {TEXT} {PAGE} EXHIBIT 99.6 January , 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Bank of New York – New Notes are collectively referred to herein as the "Notes". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Offers and The Bank of New York – to act as exchange agent (the "Exchange Agent") in connection with the Offers and The Bank of New York hereby accepts such appointment. Any and all fees payable to The Bank of New York Bank of New York – Bank of New York hereby accepts such appointment. Any and all fees payable to The Bank of New York under this Agreement are listed on Schedule A hereto. References hereinafter to "you" shall refer Bank of New York. – Agreement are listed on Schedule A hereto. References hereinafter to "you" shall refer to The Bank of New York. The Offers are expected to be commenced by the Company on or about January , dt 41719 ;	Alestra
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (22K) Doc #153629: Click preview link for longer preview. EXCHANGE AGENT AGREEMENT __________, 2003 Wells Fargo Bank Minnesota, National Association Attn: Corporate Trust Services 213 Court Street, Suite 703 Middletown, CT 06457 Ladies and Gentlemen: DigitalNet, Inc., a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $125,000,000 principal amount of its 9.00% Senior Subordinated Notes due 2010 (CUSIP No. 25389F AB 0) (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act") for a like principal amount of its outstanding 9.00% Senior Subordinated Notes due 2010 (CUSIP Nos. 25389F AA 2 and U25386 AA 8) (the "Old Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated _________, 2003 (the "Prospectus"), included in the Company's Registration Statement on Form S-4, as amended (the "Registration Statement"), filed with the Securities and Exchange Commission. The Old Notes and the New Notes are collectively referred to herein as the "Securities." The Company hereby appoints Wells Fargo Bank Minnesota, National Association as the exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" refer to Wells Fargo Bank Minnesota, National Association, in its capacity as Exchange Agent. The Exchange Offer is expected to be commenced by the Company on or about ____, 2003. The Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients (collectively, the "Tender Documents") accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) 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 Offers will expire at 5:00 p.m., New York City time, on ____________, 2003 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 or written notice to you and by notifying in writing or by public announcement the registered holders of the Old Notes, before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date. 153629	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Exchange Agent Agreement: Wells Fargo Bank Minnesota, – EX-99.3 {SEQUENCE}5 {FILENAME}a2117268zex-99_3.txt {DESCRIPTION}EXHIBIT 99.3 {TEXT} {Page} EXHIBIT 99.3 EXCHANGE AGENT AGREEMENT __________, 2003 Wells Fargo Bank Minnesota, National Association Attn: Corporate Trust Services 213 Court Street, Suite 703 Middletown, CT 06457 Ladies and Gentlemen: DigitalNet, Inc., a Delaware corporation ( _____________ Wells Fargo Bank Minnesota, – Securities and Exchange Commission. The Old Notes and the New Notes are collectively referred to herein as the "Securities." The Company hereby appoints Wells Fargo Bank Minnesota, National Association as the exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" refer to Wells _____________ Wells Fargo Bank Minnesota, – Bank Minnesota, National Association as the exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" refer to Wells Fargo Bank Minnesota, National Association, in its capacity as Exchange Agent. The Exchange Offer is expected to be commenced by the Company on or about _____________ Wells Fargo Bank Minnesota, – 1001 Pennsylvania Avenue, N.W. Suite 800 Washington, DC 20004 Facsimile: 202/639-7003 Attention: Lawrence R. Bard If to the Exchange Agent: Wells Fargo Bank Minnesota, National Association 213 Court Street, Suite 703 Middletown, CT 06457 Facsimile: (860) 704-6219 Attention: Joseph P. O'Donnell Corporate Trust Services _____________ WELLS FARGO BANK MINNESOTA, – officers thereunto duly authorized, all as of the date first above written. DIGITALNET, INC. By: ------------------------------------- Jack Pearlstein Chief Financial Officer, Treasurer and Secretary WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS EXCHANGE AGENT By: ------------------------------------- Joseph P. O'Donnell Corporate Trust Officer {/TEXT} {/DOCUMENT} _____________ dt 103072 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Exchange Agent Agreement: Fried, Frank – shall advise by facsimile transmission the Company ((703) 563-7601), Lawrence R. Bard, Esq. of Fried, Frank , Harris, Shriver & Jacobson ((202) 639-7003) and such other person or persons as the Fried, Frank – Network Place Herndon, VA 20171 Facsimile: 703/563-7601 Attention: Jack Pearlstein with copy to: Fried, Frank , Harris, Shriver & Jacobson 1001 Pennsylvania Avenue, N.W. Suite 800 Washington, DC 20004 Facsimile: dt 36664 ;	DigitalNet Inc.
Preview Full Doc	2003	Exchange Agent Agreement [Form] Exchange Agent Agreement [Form] (117K) Doc #161984: Click preview link for longer preview. FORM OF EXCHANGE AGENT AGREEMENT , 2003 EXCHANGE AGENT AGREEMENT US Bank Trust National Association Dear : LNR Property Corporation, a Delaware corporation (the Company), proposes to make an offer (the Exchange Offer) to exchange up to $350,000,000 aggregate principal amount of its 7.625% Series B Senior Subordinated Notes due 2013 (the Exchange Notes), for a like principal amount of its outstanding 7.625% Series A Senior Subordinated Notes due 2013 (the Private Notes). The terms and conditions of the Exchange Offer are set forth in a prospectus (the Prospectus) included in the Companys registration statement on form S-4 (File No. 333- ) (the Registration Statement), filed with the Securities and Exchange Commission (the SEC), proposed to be distributed to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the Notes. Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus. The Company hereby appoints US Bank Trust National Association to act as exchange agent (the Exchange Agent) in connection with the Exchange Offer. References hereinafter to you shall refer to US Bank Trust National Association. The Exchange Offer is expected to be commenced by the Company on or about , 2003. The Letter of Transmittal accompanying the Prospectus is to be used by the holders of the Private Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Private Notes tendered. The Exchange Offer shall expire at 5:00 P.M., New York City time, on , 2003, 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 next business day after the previously scheduled Expiration Date. The Company expressly reserves the right, in its sole discretion, to amend or terminate the Exchange Offer, and not to accept for exchange any Private Notes not theretofore accepted for exchange. The Company will give oral (confirmed in writing) or written notice of any amendment, termination or non-acceptance 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, in the Letter of Transmittal accompanying the Prospectus or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be limited by the foregoing. 2. You will establish an account with respect to the Private Notes at The Depository Trust Company (the Book-Entry Transfer Facility) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facilitys systems may make book-entry delivery of the Private Notes by causing the Book-Entry Transfer Facility to transfer such Private Notes into your account in accordance with the Book-Entry Transfer Facilitys procedures for such transfer. 3. You are to examine each of the Letters of Transmittal and confirmations of book-entry transfers of Private Notes into your account at the Book-Entry Transfer Facility and any other documents delivered or mailed to you by or for holders of the Private Notes, to ascertain whether: (i) the Letters of Transmittal, and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and that such book-entry confirmations are in due and proper form and contain the information required to be set forth therein, and (ii) the Private Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed, or where book-entry confirmations are not in due and proper form or omit certain information, or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. 4. With the approval of the Chairman, the President and Chief Executive Officer, any of the Executive Vice Presidents or the General Counsel of the Company (such approval, if given orally, to be confirmed in writing) or any other person designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tendency of Private Notes pursuant to the Exchange Offer. 5. Tenders of Private 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 Private Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Private Notes which the Chairman, the President and Chief Executive Officer, any of the Executive Vice Presidents or the General Counsel or any other officer of the Company designated by any such person shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing). 6. You shall advise the Company with respect to any Private Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Private Notes. 7. You shall accept tenders: (a) in cases where the Private 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 Private Notes provided that customary transfer requirements, including those regarding any applicable transfer taxes, are fulfilled. You shall accept partial tenders of Private Notes when so indicated and as permitted in the Letter of Transmittal and return any untendered Private 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. 161984	Clifford Chance Clifford Chance US LLP As referenced in this Exchange Agent Agreement [Form]: Clifford Chance US – Suite 800 Miami Beach, Florida 33139 Telephone: (305) 695-5500 Fax: (305) 695-5719 Attention: Zena Manes Dickstein, Esq. with a copy to: Clifford Chance US LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 878-8000 Fax: (212) 878-8375 Attention: David W. Bernstein, Esq. If _____________ dt 212701 ; LNR Property Corporation;	US Bank Trust National Association; Excelsior Low Volatility Hedge Fund of Funds Master Fund LLC
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (25K) Doc #342679: Click preview link for longer preview. October , 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Western Wireless Corporation, a Washington corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding 9.250% Senior Notes due 2013 (the "Old Securities") for its 9.250% Senior Notes due 2013 that have been registered under the Securities Act of 1933, as amended (the "New Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated ___________ (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer, and The Bank of New York hereby accepts this appointment, subject to the provisions hereof. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about _____________. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith. The Exchange Offer shall expire at 5:00 p.m., New York City time, on _________ 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 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date. {PAGE} The Company 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 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 and without gross negligence or willful misconduct be limited by the foregoing. 2. You will establish a book-entry account with respect to the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth 342679	Western Wireless Western Wireless Corp. ( Communications Services ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement: Bank of New York – EX-99.6 {SEQUENCE}9 {FILENAME}v92898a1exv99w6.txt {DESCRIPTION}EXHIBIT 99.6 {TEXT} {PAGE} Exhibit 99.6 October , 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Western Wireless Corporation, a _____________ Bank of New York – the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer, and The Bank of New York hereby accepts this _____________ Bank of New York – hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer, and The Bank of New York hereby accepts this appointment, subject to the provisions hereof. References hereinafter to "you" shall refer to The Bank of New York. The Exchange _____________ Bank of New York. – and The Bank of New York hereby accepts this appointment, subject to the provisions hereof. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about _____________. The Letter of Transmittal accompanying the Prospectus ( _____________ Bank of New York – Avenue S.E. 8 {PAGE} Bellevue, Washington 98006 Facsimile: (425) 586-8102 Attention: Jeffrey A. Christianson, Esq. If to the Exchange Agent: The Bank of New York 101 Barclay Street Floor 8 West New York, New York 10286 Facsimile: (212) 815-5707 Attention: Corporate Trust Administration 31. Unless terminated _____________ dt 702016
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (19K) Doc #346742: Click preview link for longer preview. EXCHANGE AGENT AGREEMENT June 3, 2003 Interwest Transfer Co., Inc. P.O. Box 17136 Salt Lake City, Utah 84117 Facsimile: (801) 277-3147 Dear Sir or Madam: Education Lending Group, Inc., f/k/a Direct III Marketing, Inc. ("Education Lending Group" or the "Company") is offering to exchange one share of common stock, par value $.001 per share, for each of its outstanding shares of common stock, par value $.001 per share (the "Exchange Offer"). The . . . 346742	ELG Education Lending Group, Inc. ( Consumer Financial Services ) As referenced in this Exchange Agent Agreement: Education Lending Group, Inc – Exhibit 10.20 EXCHANGE AGENT AGREEMENT June 3, 2003 Interwest Transfer Co., Inc. P.O. Box 17136 Salt Lake City, Utah 84117 Facsimile: (801) 277-3147 Dear Sir or Madam: Education Lending Group, Inc ., f/k/a Direct III Marketing, Inc. ("Education Lending Group" or the "Company") is offering to exchange one share of common stock, par value $.001 per share, for each _____________ Education Lending Group, Inc – parties hereto. Please confirm your acceptance of the arrangements herein provided by signing and returning to us the enclosed duplicates of this letter. Very truly yours, /s/ Douglas L. Feist ----------------------------------- Education Lending Group, Inc . By: Douglas L. Feist Title: Executive Vice President, Secretary and General Counsel AGREED AND ACCEPTED AS OF June 3, 2003 Interwest Transfer Co., Inc. By: /s/ Kurtis D. Hughes --------------------------------- _____________ dt 1385057
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (21K) Doc #366264: Click preview link for longer preview. June [ ], 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, 21 W New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: WMC Finance (USA) Limited, an Australian corporation, (the ï¿½Companyï¿½) proposes to make offers (each, an ï¿½Exchange Offerï¿½) to exchange all of its outstanding 5.125% Guaranteed Notes due 2013 and 6.250% Guaranteed Notes due 2033 (together, the ï¿½Old Securitiesï¿½) for its 5.125% Guaranteed Notes due 2013 and 6.250% Guaranteed Notes due 2033, which . . . 366264	WMC Resources WMC Resources Ltd. ( Metal Mining ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement: Bank of New York – Form of Exchange Agent Agreement EX-99.5 21 dex995.htm FORM OF EXCHANGE AGENT AGREEMENT EXHIBIT 99.5 June [ ], 2003 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, 21 W New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: WMC Finance (USA) Limited, an Australian corporation, (the Company) proposes to make _____________ Bank of New York – be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the Securities. The Company hereby appoints The Bank of New York to act as exchange agent (the Exchange Agent) in connection with the Exchange Offers. References hereinafter to you shall refer to The Bank of New York. The Exchange Offers are _____________ Bank of New York. – Company hereby appoints The Bank of New York to act as exchange agent (the Exchange Agent) in connection with the Exchange Offers. References hereinafter to you shall refer to The Bank of New York. The Exchange Offers are expected to be commenced by the Company on or about June [ ], 2003. The Letter of Transmittal accompanying the Prospectus (or in the case of book- _____________ Bank of New York – Company: WMC Finance (USA) Limited Level 16, IBM Centre 60 City Road Southbank, Victoria, 3006 Australia Facsimile: +(61-3) 9682-1905 Attention: Company Secretary If to the Exchange Agent: The Bank of New York 101 Barclay Street, 21 W New York, New York 10286 Facsimile: (212) 815-5802/5803 Attention: Global Trust Services With a copy to: The Bank of New York One _____________ Bank of New York – Agent: The Bank of New York 101 Barclay Street, 21 W New York, New York 10286 Facsimile: (212) 815-5802/5803 Attention: Global Trust Services With a copy to: The Bank of New York One Temasek Avenue #02-01 Millenia Tower Singapore 039192 Facsimile: (65) 6883 0338 Attention: Global Trust Services 28. Unless terminated earlier by the parties hereto, this Agreement shall terminate _____________ dt 1005635
Preview Full Doc	2003	Exchange Agent Agreement [Form] Exchange Agent Agreement [Form] (22K) Doc #366342: Click preview link for longer preview. July__, 2003 FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: News America Incorporated, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to US$150,000,000 aggregate principle amount of its 4.750% Senior Notes due 2010 and up to US$350,000,000 aggregate principal amount of its 6.550% Senior Notes due 2033 (the "Old Securities") for like amounts of its 4.750% Senior Notes due 2010 and its 6.550% Senior Notes due 2033 (the "New Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July __, 2003 (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about __________ __, 2003. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith. The Exchange Offer shall expire at 5:00 p.m., New York City time, on ____________ __, 2003, 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 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date. {PAGE} The Company 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 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. You will establish a book-entry account with respect to the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Old Securities have otherwise been properly tendered. In 366342	Fox Fox Entertainment Group Inc. ( Broadcasting & Cable TV ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Exchange Agent Agreement [Form]: Bank of New York – {DOCUMENT} {TYPE}EX-99.3 {SEQUENCE}17 {FILENAME}dex993.txt {DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT {TEXT} {PAGE} Exhibit 99.3 July__, 2003 FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: News America Incorporated, a Delaware corporation (the "Company"), proposes to make _____________ Bank of New York – be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities". The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is _____________ Bank of New York. – Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about __________ __, 2003. The Letter of Transmittal accompanying the Prospectus (or in the case of _____________ Bank of New York – copy to: Hogan & Hartson L.L.P. 875 Third Avenue New York, New York 10022 Facsimile: (212) 918-3100 Attention: Jeffrey W. Rubin, Esq. If to the Exchange Agent: The Bank of New York 101 Barclay Street Floor 8 West New York, New York 10286 Facsimile: (212) 298-1915 Attention: Corporate Trust Administration 28. Unless terminated earlier by the parties hereto, this Agreement _____________ BANK OF NEW YORK, – Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. NEWS AMERICA INCORPORATED By:_______________________________________ Name: Title: Accepted as of the date first above written: THE BANK OF NEW YORK, as Exchange Agent By:_____________________________ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 1005653 ;	Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Exchange Agent Agreement [Form]: Hogan & Hartson – If to the Company: News America Incorporated 1211 Avenue of the Americas New York, New York 10036 Facsimile: (212) 768-2029 Attention: Arthur M. Siskind, Esq. with a copy to: Hogan & Hartson L.L.P. 875 Third Avenue New York, New York 10022 Facsimile: (212) 918-3100 Attention: Jeffrey W. Rubin, Esq. If to the Exchange Agent: The Bank of New York _____________ dt 998562
Preview Full Doc	2003	Exchange Agent Agreement Exchange Agent Agreement (23K) Doc #385111: Click preview link for longer preview. FORM OF EXCHANGE AGENT AGREEMENT , 2003 EXCHANGE AGENT AGREEMENT US Bank Trust National Association Dear : LNR Property Corporation, a Delaware corporation (the ï¿½Companyï¿½), proposes to make an offer (the ï¿½Exchange Offerï¿½) to exchange up to $350,000,000 aggregate principal amount of its 7.625% Series B Senior Subordinated Notes due 2013 (the ï¿½Exchange Notesï¿½), for a like principal amount of its outstanding 7.625% Series . . . 385111	Clifford Chance Clifford Chance US LLP As referenced in this Exchange Agent Agreement: Clifford Chance US – to: LNR Property Corporation 1601 Washington Avenue, Suite 800 Miami Beach, Florida 33139 Telephone: (305) 695-5500 Fax: (305) 695-5719 Attention: Zena Manes Dickstein, Esq. with a copy to: Clifford Chance US LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 878-8000 Fax: (212) 878-8375 Attention: David W. Bernstein, Esq. If to the Exchange Agent, to: US Bank _____________ dt 1004348 ;	LNR Property LNR Property Corp. ( Real Estate )
Preview Full Doc	2002	Exchange Agent Agreement Exchange Agent Agreement (35K) Doc #271358: Click preview link for longer preview. EXCHANGE AGENT AGREEMENT ______________, 2002 Bank One Trust Company, N.A. One North State Street 9th Floor, Suite IL1-0134 Chicago, IL 60602 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 {PAGE} 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 271358	Cingular Cingular Wireless Corp. As referenced in this Exchange Agent Agreement: Cingular Wireless Corp – 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 Corp oration, as Manager By: ------------------------------------------ Name: Cynthia R. Irons Title: Assistant Treasurer Accepted as of the date first above written: Bank One Trust Company, _____________ dt 180322 ;	Cingular Cingular Wireless LLC As referenced in this Exchange Agent Agreement: Cingular Wireless LLC – Bank One Trust Company, N.A. One North State Street 9th Floor, Suite IL1-0134 Chicago, IL 60602 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, _____________ Cingular Wireless LLC – 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 5565 Glenridge Connector Atlanta, Georgia 30342 Telephone: 404-236-6202 Facsimile: 404-236-6205 Attention: Cynthia R. Irons, Assistant Treasurer If to _____________ Cingular Wireless LLC – 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: Cynthia R. Irons Title: Assistant Treasurer Accepted as of the date first above written: _____________ CINGULAR WIRELESS LLC – Name: Title: - 7 - {PAGE} EXHIBIT A PROSPECTUS AND LETTER OF TRANSMITTAL {PAGE} EXHIBIT B NOTICE OF GUARANTEED DELIVERY {PAGE} EXHIBIT C Date:__________________ CINGULAR WIRELESS LLC BY FAX: 404-236-6205 Re: Notice of Tenders With respect to Section 20 of the Exchange Agent Agreement, dated as of , _____________ dt 180285
Preview Full Doc	2002	Exchange Agent Agreement Exchange Agent Agreement (35K) Doc #351039: Click preview link for longer preview. Exchange Agent Agreement JPMorgan Chase Bank 450 West 33rd Street 15th Floor New York, NY 10001 Attention: Carol Ng Ladies and Gentlemen: Weyerhaeuser Company, a Washington corporation (the "Company"), proposes to make offers (the "Exchange Offers") to exchange up to $500,000,000 aggregate principal amount of its Floating Notes due 2003, $1,000,000,000 aggregate principal amount of its 5.50% Notes due 2005, $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2007, $1,750,000,000 aggregate principal amount of its 6.75% Notes due 2012 and $1,250,000,000 aggregate principal amount of its 7.375% Debentures due 2032 (collectively the "Exchange Securities"), which have been registered under the Securities Act of 1933, as amended, for like aggregate principal amounts of the Company's outstanding Floating Rate Notes due 2003, 5.50% Notes due 2005, 6.125% Notes due 2007, 6.75% Notes due 2012 and 7.375% Debentures due 2032 (collectively the "Old Securities"). The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus dated ___________, 2002 (the "Prospectus"). The Old Securities and the Exchange Securities are collectively referred to herein as the "Securities." The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to JPMorgan Chase Bank. Each of the Exchange Offers is expected to be commenced by the Company on or about ________, 2002. The Letter of Transmittal (the "Letter of Transmittal") accompanying the Prospectus is to be used by the holders of the Old Securities of any series to accept the applicable Exchange Offer, and contains instructions with respect to the delivery of certificates for Old Securities tendered in physical form and delivery of Old Securities tendered by book-entry transfer. The Exchange Offers shall expire at 5:00 P.M., New York City time, on ________, 2002 or on such later date and time to which the Company may extend the Exchange Offer with respect to the Old Securities of any series (each an "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer with respect to the Old Securities of any series from time to time and may extend the Exchange Offer with respect to the Old Securities of any series by giving oral {PAGE} (promptly 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 with respect to the Exchange Offer for Old Securities of that series. The Company expressly reserves the right, in its sole and absolute discretion, subject to applicable law, at any time and from time to time: (1) to delay the acceptance of the Old Securities for exchange, (2) to terminate the Exchange Offer with respect to Old Securities of any series, whether or not any Old Securities of that series have previously been accepted for exchange, if the Company determines, in its sole and absolute discretion, that any of the events or conditions referred to under "The Exchange Offers -- Certain Conditions to the Exchange Offers" in the Prospectus has occurred or exists or has not been satisfied, (3) to extend the Expiration Date of the Exchange Offer with respect to Old Securities of any series from time to time and retain all Old Securities of that series tendered pursuant to the Exchange Offer for Securities of that series, subject, however, to the right of holders of Old Securities of that series to withdraw their tendered Old Securities as described under "The Exchange Offers -- Withdrawal Rights" in the Prospectus, and (4) to waive any condition or otherwise amend the terms of the Exchange Offer with respect to Old Securities of any series in any respect. Without limitation to the foregoing and notwithstanding any other provisions of the Exchange Offer with respect to Old Securities of any series or any extension of the Exchange Offer with respect to Old Securities of any series, the Company will not be required to accept for exchange, or to exchange, any Old Securities of any series for any Exchange Securities of that series and may terminate the Exchange Offer with respect to Old Securities of any series, whether or not any Old Securities of that series have theretofore been accepted for exchange, or may waive any conditions to or amend the Exchange Offer with respect to Old Securities of any series, if any of the events or conditions specified in the Prospectus under the caption "The Exchange Offers - Certain Conditions to the Exchange Offers" has occurred or exists or has not been satisfied. The Company will give oral (promptly confirmed in writing) or written notice of any amendment, waiver, termination, nonacceptance or delay in acceptance to you as promptly as practicable. As described above, the Company proposes to make a separate exchange offer with respect to the Old Securities of each series and may elect to extend the term of the Exchange Offer for one or more series of Old Securities without 351039	Weyerhaeuser Weyerhaeuser Co. ( Commodities ) ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Exchange Agent Agreement: JPMorgan Chase Bank – {DOCUMENT} {TYPE}EX-99.3 {SEQUENCE}12 {FILENAME}v80712ex99-3.txt {DESCRIPTION}EXHIBIT 99.3 {TEXT} {PAGE} EXHIBIT 99.3 ____________, 2002 Exchange Agent Agreement JPMorgan Chase Bank 450 West 33rd Street 15th Floor New York, NY 10001 Attention: Carol Ng Ladies and Gentlemen: Weyerhaeuser Company, a Washington corporation (the "Company"), proposes to make offers (the "Exchange _____________ JPMorgan Chase Bank – are set forth in a prospectus dated ___________, 2002 (the "Prospectus"). The Old Securities and the Exchange Securities are collectively referred to herein as the "Securities." The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to JPMorgan Chase Bank. Each of the Exchange Offers is _____________ JPMorgan Chase Bank. – the "Securities." The Company hereby appoints JPMorgan Chase Bank to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to JPMorgan Chase Bank. Each of the Exchange Offers is expected to be commenced by the Company on or about ________, 2002. The Letter of Transmittal (the "Letter of Transmittal") accompanying the Prospectus _____________ JPMorgan Chase Bank – a copy to: Lorrie D. Scott Weyerhaeuser Company Mail Stop CH2-J28 P.O. Box 9777 Federal Way, Washington 98063-9777 Facsimile: (253) 942-0370 If to the Exchange Agent: JPMorgan Chase Bank 450 West 33rd Street (15th Floor) New York, New York 10001 Facsimile: (212) 946-8159/8160 Attention: Carol Ng 29. Unless terminated earlier by the parties hereto, this Agreement _____________ JPMORGAN CHASE BANK – herein provided by signing and returning the enclosed copy. WEYERHAEUSER COMPANY By: ________________________________________ Name: Jeffrey W. Nitta Title: Vice President and Treasurer Accepted as of the date first above written: JPMORGAN CHASE BANK By: _______________________________________ Name: Carol Ng Title: Vice President {/TEXT} {/DOCUMENT} _____________ dt 756787

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