Exchange Agent Agreement

EXHIBIT 99.3
BANKERS TRUST COMPANY
EXCHANGE AGENT AGREEMENT


October __, 1999


Bankers Trust Company Corporate Trust and Agency Group Four Albany Street, 4th Floor New York, NY 10006 Attention: Corporate Market Services


Ladies and Gentlemen:


TeleCorp PCS, Inc. (the "Company") proposes to make an offer (the "Exchange Offer") to exchange an aggregate principal amount at maturity of up to $575,000,000 of its 11 5/8% Senior Subordinated Discount Notes Due 2009 (the "Exchange Notes") for a like principal amount of the Company's issued and outstanding 11 5/8% Senior Subordinated Discount Notes Due 2009 (the "Old Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus dated ________, 1999 (the "Prospectus") distributed to all record holders ("Holders") of the Old Notes. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.


The Company hereby appoints Bankers Trust Company to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to Bankers Trust Company.


A copy of each of the form of letter of transmittal (the "Letter of Transmittal") and the form of the notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and together with the Letter of Transmittal, the "Tender Documents"), to be used by Holders of Old Notes in order to receive Exchange Notes pursuant to the Exchange Offer are attached hereto as Exhibit A.
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The Exchange Offer is expected to be commenced by the Company on or about ________, 1999. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, ATOP, as defined in paragraph 8 hereof) is to be used by the Holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Notes tendered in connection therewith.


The Exchange Offer shall expire at 5:00 p.m., New York City time, on __________, 1999 or on such later date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M.,


New York City time, on the business day following the previously scheduled Expiration Date. You agree to follow and act upon any further instructions in connection with the Exchange Offer, any of which may be given to you by the Company or such other persons as it may authorize, which are consistent with this Agreement.


The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange, upon the failure to be satisfied of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer-Conditions to the Exchange Offer." The Company will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.


In carrying out your duties as Exchange Agent, you agree to act in accordance with the following instructions:


1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.


2. You are to mail the Prospectus and the Tender Documents to all of the Holders and participants in the Book Entry Transfer Facility (as defined in paragraph 9) who hold an interest in the Old Notes on the day that you are notified by the Company that the Registration Statement of which the Prospectus forms a part has become effective under the Securities Act of 1933, as amended, or as soon as practicable thereafter, and to make subsequent mailings thereof to any persons who become Holders prior to the Expiration Date and to any persons as may from time to time be requested by the Company. All mailings pursuant to this paragraph 2 shall be by first class mail, postage prepaid, unless otherwise specified by the Company. You shall also accept and comply with telephone requests for information relating to the Exchange Offer provided that such information shall relate only to the procedures for tendering Old Notes in (or withdrawing tenders of Old Notes from) the Exchange Offer. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Thomas H. Sullivan.


3. You are to examine Letters of Transmittal and the Old Notes and other documents delivered or mailed to you, by or for the Holders, prior to the Expiration Date, to ascertain whether (i) the Letters of Transmittal are properly executed and completed in accordance with the instructions set forth therein, (ii) the Old Notes are in proper form for transfer and any stop transfer orders are in effect, and (iii) all other documents submitted to you are in proper form. In each case where a Letter of Transmittal or other document has been improperly executed or completed or, for any other reason, is not in proper form, or some other irregularity exists, you are authorized to endeavor to take such action as you consider appropriate to notify the tendering Holder of such irregularity and as to the appropriate means of resolving the same. Determination of questions as to the proper completion or execution of the Letters of Transmittal, or as to the proper form for transfer of the Old Notes or as to any other irregularity in connection with the


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submission of Letters of Transmittal, Old Notes and other documents in connection with the Exchange offer, shall be made by the officers of, or counsel for, the Company at their written instructions or oral direction confirmed by facsimile. Any determination made by the Company on such questions shall be final and binding.


4. With the approval of the President or any Executive Vice President of the Company (such approval, if given orally, to be confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer.


5. You shall advise the Company with respect to any Old Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes.


6. You shall accept tenders: (i) in cases where the Old Notes are registered in two (2) or more names only if signed by all named Holders; (ii) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and (iii) from persons other than the registered Holder of Old Notes, provided that customary transfer requirements, including provision for transfer taxes, if applicable, are fulfilled. You shall accept partial tenders of Old Notes where so indicated as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the transfer agent for cancellation and reissuance, as appropriate, and return any untendered Old Notes to the Holder (or such other person as may be designated in the Letter of Transmittal). Notwithstanding the foregoing, tenders which the Company shall approve in writing as having been properly delivered shall be considered to be properly tendered.


7. At the written request of the Company or its counsel, McDermott, Will & Emery, you shall notify tendering Holders of Old Notes in the event of any termination of the Exchange Offer, and you will thereupon return all tendered Old Notes to the persons entitled thereto, at the request of the Company or the Company's counsel and at the Company's expense.


8. Letters of Transmittal and Notices of Guaranteed Delivery shall be recorded by you as to the date and time of receipt and shall be preserved and retained by you at the Company's expense for one year. Exchange Notes are to be issued in exchange for Old Notes pursuant to the Exchange Offer only (i) against deposit with you prior to the Expiration Date or, in the case of a tender in accordance with the guaranteed delivery procedures outlined in Instruction 1 of the Letter of Transmittal, within three (3) New York Stock Exchange trading days after the Expiration Date, together with executed Letters of Transmittal and other documents required by the Exchange Offer or (ii) in the event that the Holder is a participant in the Depository Trust Company ("DTC") system, by the utilization of DTC's Automated Tender Offer Program ("ATOP") and any evidence required by the Exchange Offer.


9. You are hereby directed to establish an account with respect to the Old Notes at The Depositary Trust Company (the "Book Entry Transfer Facility") in accordance with SEC Regulation 240.17 Ad. Any financial institution that is a participant in the Book Entry Transfer Facility system may, until the Expiration Date, make book-entry delivery of the Old Notes by


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causing the Book Entry Facility to transfer such Old Notes into your account in accordance with the procedure for such transfer established by the Book Entry Transfer Facility.


10. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Thomas H. Sullivan, Esq., Executive Vice President and Chief Financial Officer of the Company, and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date or if otherwise requested) up to and including the Expiration Date, as to the principal amount of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received, items improperly received and items received but which have not yet been verified to be in proper form. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as it, he or she reasonably requests. Such cooperation shall include, without limitation, the granting by you to the Company, and such person as the Company may request, access to those persons on your staff who are responsible for receiving tenders, in order to ensure that at all times including immediately prior to the ...