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United States Cellular Corp. – ‘10-K’ for 12/31/22 – ‘EX-10.28’

On: Thursday, 2/16/23, at 4:21pm ET · For: 12/31/22 · Accession #: 821130-23-7 · File #: 1-09712

Previous ‘10-K’: ‘10-K’ on 2/17/22 for 12/31/21 · Next & Latest: ‘10-K’ on 2/16/24 for 12/31/23 · 45 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/16/23  United States Cellular Corp.      10-K       12/31/22  114:13M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.64M 
 3: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     60K 
 2: EX-4.6(E)   Instrument Defining the Rights of Security Holders  HTML    110K 
 4: EX-10.28    Material Contract                                   HTML     46K 
 5: EX-10.40    Material Contract                                   HTML     37K 
 6: EX-21       Subsidiaries List                                   HTML     56K 
 7: EX-23       Consent of Expert or Counsel                        HTML     27K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
17: R1          Document and Entity Information                     HTML    100K 
18: R2          Audit Information                                   HTML     33K 
19: R3          Consolidated Statement Of Operations                HTML    134K 
20: R4          Consolidated Statement of Cash Flows                HTML    142K 
21: R5          Consolidated Balance Sheet                          HTML    173K 
22: R6          Consolidated Balance Sheet (Parenthetical)          HTML     80K 
23: R7          Consolidated Statement of Changes in Equity         HTML     75K 
24: R8          Summary of Significant Accounting Policies          HTML     66K 
25: R9          Revenue Recognition                                 HTML     72K 
26: R10         Fair Value Measurements                             HTML     45K 
27: R11         Equipment Installment Plans                         HTML     96K 
28: R12         Income Taxes                                        HTML    133K 
29: R13         Earnings Per Share                                  HTML     46K 
30: R14         Intangible Assets                                   HTML     43K 
31: R15         Investments in Unconsolidated Entities              HTML     67K 
32: R16         Property, Plant and Equipment                       HTML     51K 
33: R17         Leases                                              HTML     75K 
34: R18         Asset Retirement Obligations                        HTML     40K 
35: R19         Debt                                                HTML    113K 
36: R20         Commitments and Contingencies                       HTML     34K 
37: R21         Variable Interest Entities                          HTML     59K 
38: R22         Noncontrolling Interests                            HTML     32K 
39: R23         Common Shareholders' Equity                         HTML     37K 
40: R24         Stock-Based Compensation                            HTML     80K 
41: R25         Supplemental Cash Flow Disclosures                  HTML     47K 
42: R26         Certain Relationships and Related Transactions      HTML     33K 
43: R27         Summary of Significant Accounting Policies          HTML    125K 
                (Policies)                                                       
44: R28         Summary of Significant Accounting Policies          HTML     44K 
                (Tables)                                                         
45: R29         Revenue Recognition (Tables)                        HTML     59K 
46: R30         Fair Value Measurements (Table)                     HTML     44K 
47: R31         Equipment Installment Plans (Table)                 HTML     99K 
48: R32         Income Taxes (Tables)                               HTML    138K 
49: R33         Earnings Per Share (Tables)                         HTML     44K 
50: R34         Intangible Assets (Tables)                          HTML     40K 
51: R35         Investments in Unconsolidated Entities (Tables)     HTML     66K 
52: R36         Property, Plant and Equipment (Table)               HTML     49K 
53: R37         Leases (Tables)                                     HTML     80K 
54: R38         Asset Retirement Obligations (Table)                HTML     39K 
55: R39         Debt (Table)                                        HTML    100K 
56: R40         Variable Interest Entities (Tables)                 HTML     53K 
57: R41         Stock-Based Compensation (Table)                    HTML     72K 
58: R42         Supplemental Cash Flow Disclosures (Table)          HTML     47K 
59: R43         Summary of Significant Accounting Policies -        HTML     79K 
                Narrative (Details)                                              
60: R44         Summary of Significant Accounting Policies - Cash,  HTML     37K 
                Cash Equivalents and Restricted Cash (Details)                   
61: R45         Summary of Significant Accounting Policies -        HTML     35K 
                Cloud-Hosted Arrangements (Details)                              
62: R46         Revenue Recognition - Narrative (Details)           HTML     37K 
63: R47         Revenue Recognition - Disaggregation Of Revenue     HTML     55K 
                (Details)                                                        
64: R48         Revenue Recognition - Contract Assets and Contract  HTML     32K 
                Liabilities (Details)                                            
65: R49         Revenue Recognition - Performance Obligations       HTML     42K 
                (Details)                                                        
66: R50         Fair Value Measurements (Details)                   HTML     53K 
67: R51         Equipment Installment Plans - Narrative (Details)   HTML     29K 
68: R52         Equipment Installment Plans - EIP Receivables       HTML     43K 
                (Details)                                                        
69: R53         Equipment Installment Plans - Gross Receivables by  HTML     72K 
                Credit Category (Details)                                        
70: R54         Equipment Installment Plans - Allowance for Credit  HTML     40K 
                Losses (Details)                                                 
71: R55         Income Taxes - Balances (Details)                   HTML     34K 
72: R56         Income Taxes - Expense (Benefit) (Details)          HTML     44K 
73: R57         Income Taxes - Narrative (Details)                  HTML     54K 
74: R58         Income Taxes - Expense Reconciliation (Details)     HTML     69K 
75: R59         Income Taxes - Components of Deferred Income Tax    HTML     64K 
                (Details)                                                        
76: R60         Income Taxes - Deferred Tax Valuation Allowance     HTML     35K 
                (Details)                                                        
77: R61         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     42K 
78: R62         Earnings Per Share - Computation (Details)          HTML     61K 
79: R63         Earnings Per Share - Narrative (Details)            HTML     31K 
80: R64         Intangible Assets - Schedules (Details)             HTML     41K 
81: R65         Intangible Assets - Narrative (Details)             HTML     51K 
82: R66         Investments in Unconsolidated Entities (Details)    HTML    139K 
83: R67         Property, Plant and Equipment (Details)             HTML     85K 
84: R68         Leases - Lease Cost (Details)                       HTML     34K 
85: R69         Leases - Supplemental Cash Flow Information         HTML     34K 
                (Details)                                                        
86: R70         Leases - Lease Term and Discount Rate (Details)     HTML     34K 
87: R71         Leases - Maturities of Lease Liabilities (Details)  HTML     48K 
88: R72         Leases - Components of Lease Income (Details)       HTML     30K 
89: R73         Leases - Maturities of Expected Lease Revenues      HTML     42K 
                (Details)                                                        
90: R74         Asset Retirement Obligations (Details)              HTML     39K 
91: R75         Debt - Revolving Credit Agreement (Details)         HTML     46K 
92: R76         Debt - Term Loan Agreements (Details)               HTML     67K 
93: R77         Debt - Export Credit Financing Agreement (Details)  HTML     40K 
94: R78         Debt - Receivables Securitization Agreement         HTML     51K 
                (Details)                                                        
95: R79         Debt - Repurchase Agreement (Details)               HTML     55K 
96: R80         Debt - Long-term Debt (Details)                     HTML    112K 
97: R81         Commitments and Contingencies (Details)             HTML     31K 
98: R82         Variable Interest Entities - Consolidated Balance   HTML     85K 
                Sheet (Details)                                                  
99: R83         Variable Interest Entities - Narrative (Details)    HTML     34K 
100: R84         Noncontrolling Interests (Details)                  HTML     34K  
101: R85         Common Shareholders' Equity (Details)               HTML     49K  
102: R86         Stock-Based Compensation - Overview (Details)       HTML     36K  
103: R87         Stock-Based Compensation - Restricted Stock Units   HTML     62K  
                (Details)                                                        
104: R88         Stock-Based Compensation - Performance Stock Units  HTML     73K  
                (Details)                                                        
105: R89         Stock-Based Compensation - Stock Options (Details)  HTML     43K  
106: R90         Stock-Based Compensation - Deferred Stock Units     HTML     40K  
                (Details)                                                        
107: R91         Stock-Based Compensation - Expense (Details)        HTML     53K  
108: R92         Supplemental Cash Flow Disclosures (Details)        HTML     51K  
109: R93         Certain Relationships and Related Transactions      HTML     43K  
                (Details)                                                        
112: XML         IDEA XML File -- Filing Summary                      XML    202K  
110: XML         XBRL Instance -- usm-20221231_htm                    XML   2.95M  
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    199K  
13: EX-101.CAL  XBRL Calculations -- usm-20221231_cal                XML    273K 
14: EX-101.DEF  XBRL Definitions -- usm-20221231_def                 XML   1.10M 
15: EX-101.LAB  XBRL Labels -- usm-20221231_lab                      XML   2.26M 
16: EX-101.PRE  XBRL Presentations -- usm-20221231_pre               XML   1.54M 
12: EX-101.SCH  XBRL Schema -- usm-20221231                          XSD    225K 
113: JSON        XBRL Instance as JSON Data -- MetaLinks              636±   980K  
114: ZIP         XBRL Zipped Folder -- 0000821130-23-000007-xbrl      Zip   1.08M

‘EX-10.28’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

Exhibit 10.28

FIRST OMNIBUS AMENDMENT TO TRANSACTION AGREEMENTS

PREAMBLE

This FIRST OMNIBUS AMENDMENT TO TRANSACTION AGREEMENTS (this “Amendment”), is (i) made and entered into as of January 31, 2023 (the “Effective Date”), by and between USCC EIP LLC, a Delaware limited liability company (“Seller”) and MUFG Bank, LTD., New York Branch, a Japanese banking corporation acting through its New York Branch (“Buyer”; each of Buyer and Seller may also be referred to herein individually as a “Party”, and collectively as the “Parties”) and (ii) acknowledged by United States Cellular Corporation, a Delaware corporation (the “Guarantor”).

RECITALS

WHEREAS, Buyer and Seller are parties to (1) that certain Master Framework Agreement dated as of January 26, 2022 (the “Framework Agreement”); (2) that certain 1996 SIFMA Master Repurchase Agreement dated as of January 26, 2022, including Annex I thereto (and as amended thereby) (the “Master Repurchase Agreement”); and (3) that certain Fee Letter Agreement dated as of January 26, 2022 (the “Fee Letter”);

WHEREAS, the Guarantor is party to that certain Guaranty, dated as of January 26, 2022, executed by United States Cellular Corporation, a Delaware corporation, in favor of Buyer (the “Guaranty” and collectively with the Framework Agreement, the Master Repurchase Agreement, and the Fee Letter, the “Transaction Agreements”).; and

WHEREAS, the Parties desire to extend the transactions contemplated by the Transaction Agreements, and to amend the Framework Agreement, the Master Repurchase Agreement and the Fee Letter, subject to the terms hereof;

NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the Parties and of other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereby agree to amend the Framework Agreement, the Master Repurchase Agreement, and the Fee Letter as follows:

1. Defined Terms. Capitalized terms used in this Amendment but not otherwise defined have the meaning ascribed them in the Framework Agreement.

2. Framework Agreement Amendments. The Framework Agreement is hereby amended as follows:

a. The definition of “Scheduled Facility Expiration Date” is hereby amended and restated in its entirety as follows:

““Scheduled Facility Expiration Date” means January 30, 2024, as such date may be extended from time to time pursuant to Section 8.15.”

3. Master Repurchase Agreement Amendments. The Master Repurchase Agreement is hereby amended as follows:

a. The definition of “Pricing Rate” set forth in Section 2(b)(v) of Annex I to the Master Repurchase Agreement is hereby amended and restated in its entirety as follows:

“(v) “Pricing Rate”, with respect to any Transaction, the per annum percentage rate for determination of the Price Differential, determined for such Transaction (unless otherwise specified in the Confirmation) as being equal to the sum of (A) Buyer’s actual costs of funds in respect of such Transaction as determined by Buyer plus (B) 1.35%;”

b. The definitions included in Section 2(a) of Annex I to the Master Repurchase Agreement for: “CBA” (Section 2(a)(iii); “Floor” (Section 2(a)(iv); “Lookback Day” (Section 2(a)(vii)); “SOFR” (Section 2(a)(ix)); “SOFR Business Day” (Section 2(a)(x)); “Term SOFR” (Section 2(a)(xii)); “Term SOFR Administrator” (Section 2(a)(xiii)); and “Term SOFR Reference Rate” (Section 2(a)(xiv)) are each hereby deleted and replaced with the words “Intentionally Omitted”.

c. Notwithstanding the foregoing, the “Pricing Rate” as defined in the Master Repurchase Agreement as in effect immediately prior to this Amendment shall continue to apply to any Transactions outstanding on the Effective Date during the applicable Transaction Periods.

For the avoidance of doubt, such modifications to the Pricing Rate shall apply to any Transactions entered into on and after January 31, 2023.

4. Fee Letter Amendment. The second paragraph of the Fee Letter is hereby amended and restated in its entirety as follows:

“For consideration received, Seller hereby agrees to pay (or cause to be paid) to Buyer (i) an upfront fee equal to $100,000.00 (the “Upfront Fee”) on the Effective Date and (ii) an amendment fee equal to $100,000.00 (the “Amendment Fee”) on January 31, 2023. Pursuant to this Fee Letter Agreement and the Framework Agreement, such Upfront Fee and Amendment Fee shall be payable by wire transfer of immediately available funds to the account of Buyer specified in Schedule 2 to the Framework Agreement. For the avoidance of doubt, Seller’s obligation to pay each of the Upfront Fee and Amendment Fee is a separate obligation of Seller, apart from any obligation with respect to any Transaction (including the obligation to pay any Repurchase Price with respect to any such Transaction to Buyer), and the payment of such Upfront Fee and Amendment Fee shall not be subject to any setoff, netting or application against other amounts by Seller, whether under Paragraph 12 of the Master Repurchase Agreement, any other Transaction Agreement or otherwise. The Buyer acknowledges that the Upfront Fee was paid in accordance with the foregoing on the Effective Date.”

5. Seller Deliverables. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent by Seller:

a. delivery by Seller to Buyer of an executed counterpart to this Amendment;

b. delivery by Seller to Buyer of a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing this Amendment, (ii) attached copies of Seller’s certificate of formation and limited liability company agreement; and (iii) copies of all limited liability company approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, this Amendment;

c. a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing this Amendment, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, this Amendment; and

d. delivery by Seller to Buyer of results of bring-down UCC lien searches with respect to Seller for the State of Delaware as of a date not more than thirty (30) days prior to the Effective Date.

6. Buyer Deliverables. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent by Buyer: delivery by Buyer to Seller of an executed counterpart to this Amendment.

7. Counterparts. This Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Amendment shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

9. Ratification. On and after the effectiveness of this Amendment, all references to any Transaction Agreement in any Transaction Agreement shall mean such Transaction Agreement as amended by this Amendment. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Buyer under any Transaction Agreement. Nothing contained in this Amendment shall be construed as a substitution or novation of the obligations of the Seller under any Transaction Agreement, which shall continue and remain in full force and effect, except to the extent that the terms thereof are modified by this Amendment. Nothing expressed or implied in this Amendment shall be construed as a release or other discharge of Seller or Guarantor from any of their respective obligations or liabilities under any Transaction Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


Buyer:

MUFG BANK, LTD, NEW YORK BRANCH

By:			/s/ *Thomas Giuntini*
Name:			Thomas Giuntini
Title:			Managing Director

[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]


Seller:

USCC EIP LLC

By:			/s/ *Douglas W. Chambers*
Name:			Douglas W. Chambers
Title:			Vice President and Treasurer


By:			/s/ *John M. Toomey*
Name:			John M. Toomey
Title:			Authorized Person


Acknowledged:

UNITED STATES CELLULAR CORPORATION

By:			/s/ *Douglas W. Chambers*
Name:			Douglas W. Chambers
Title:			Executive Vice President, Chief Financial Officer and Treasurer


By:			/s/ *John M. Toomey*
Name:			John M. Toomey
Title:			Authorized Person

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	1/30/24
Filed on:	2/16/23	8-K
	1/31/23
For Period end:	12/31/22
	1/26/22
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Telephone & Data Systems, Inc.    10-K       12/31/23  127:20M
 2/16/24  United States Cellular Corp.      10-K       12/31/23  112:12M
 8/04/23  United States Cellular Corp.      S-8         8/04/23    4:123K
 2/16/23  Telephone & Data Systems, Inc.    10-K       12/31/22  123:21M

41 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/01/22  United States Cellular Corp.      8-K:5,9    11/28/22   12:503K
10/17/22  United States Cellular Corp.      8-K:5,9    10/14/22   12:506K
 8/04/22  United States Cellular Corp.      10-Q        6/30/22   66:7.9M
 5/05/22  United States Cellular Corp.      10-Q        3/31/22   70:8.6M
 4/15/22  United States Cellular Corp.      8-K:5,9     4/13/22   12:330K
 4/05/22  United States Cellular Corp.      DEF 14A     5/17/22    1:2.6M
 2/17/22  United States Cellular Corp.      10-K       12/31/21  114:15M
 2/01/22  United States Cellular Corp.      8-K:1,2,9   1/27/22   14:870K
12/21/21  United States Cellular Corp.      8-K:1,2,9  12/17/21   12:1.6M
12/13/21  United States Cellular Corp.      8-K:1,2,9  12/09/21   12:1.7M
 8/06/21  United States Cellular Corp.      10-Q        6/30/21   68:10M
 7/23/21  United States Cellular Corp.      8-K:1,2,9   7/20/21   12:1.9M
 5/17/21  United States Cellular Corp.      8-A12B                 2:127K
 5/06/21  United States Cellular Corp.      10-Q        3/31/21   63:6.5M
 2/18/21  United States Cellular Corp.      10-K       12/31/20  118:14M
12/02/20  United States Cellular Corp.      8-A12B                 2:132K
10/29/20  United States Cellular Corp.      8-K:1,2,9  10/23/20   15:1.6M
 8/12/20  United States Cellular Corp.      8-A12B                 2:178K
 8/06/20  United States Cellular Corp.      10-Q        6/30/20   63:7.3M
 4/03/20  United States Cellular Corp.      8-K:5,9     3/30/20   13:282K
10/31/19  United States Cellular Corp.      10-Q        9/30/19   79:9.6M
 6/21/19  United States Cellular Corp.      8-K/A:5,9   5/21/19    2:110K
 2/22/19  United States Cellular Corp.      10-K       12/31/18  111:14M
 5/24/18  United States Cellular Corp.      8-K:5,9     5/22/18    2:122K
 2/26/18  United States Cellular Corp.      10-K       12/31/17  100:14M
12/22/17  United States Cellular Corp.      8-K:1,2,9  12/20/17    6:2.8M                                   Toppan Merrill/FA
11/08/17  United States Cellular Corp.      10-Q        9/30/17   54:5.5M
 4/12/16  United States Cellular Corp.      DEF 14A     5/24/16    1:2.4M                                   Toppan Merrill-FA
11/10/14  United States Cellular Corp.      8-K:3,5,8,911/10/14    3:226K                                   Toppan Merrill/FA
11/05/14  Telephone & Data Systems, Inc.    8-K:5,9    11/03/14    2:62K
 9/20/13  United States Cellular Corp.      8-K:1,9     9/16/13    2:911K
 5/31/13  United States Cellular Corp.      S-3                    8:1.6M                                   Toppan Merrill-FA
 5/17/13  United States Cellular Corp.      8-K:5,9     5/14/13    4:301K
 2/26/13  United States Cellular Corp.      10-K¶      12/31/12   97:13M                                    Toppan Merrill-FA
 3/19/12  Telephone & Data Systems, Inc.    8-K:5,9     3/15/12    2:31K
12/15/08  United States Cellular Corp.      8-K:5,9    12/09/08    8:434K                                   Toppan Merrill/FA
 9/02/08  Telephone & Data Systems, Inc.    8-K:5,9     8/27/08    2:156K                                   Toppan Merrill/FA
12/14/07  United States Cellular Corp.      8-K:5,8,9  12/10/07    7:305K                                   Toppan Merrill/FA
 5/02/05  Telephone & Data Systems In… 1989 SC 13D/A               2:845K Telephone & Data Systems, Inc.    Toppan Merrill/FA
 6/22/04  United States Cellular Corp.      8-K:5,7     6/21/04    4:199K                                   Toppan Merrill-FA
12/04/03  United States Cellular Corp.      8-K:5,7    12/03/03    4:194K                                   Toppan Merrill-FA

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Filing Submission 0000821130-23-000007 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)