FIRST OMNIBUS AMENDMENT TO TRANSACTION AGREEMENTSMaster Repurchase Agreement • February 16th, 2023 • United States Cellular Corp • Radiotelephone communications • New York
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”).
CONSULTING AGREEMENT BETWEEN J. SAMUEL CROWLEY AND UNITED STATES CELLULAR CORPORATIONConsulting Agreement • February 16th, 2023 • United States Cellular Corp • Radiotelephone communications • Illinois
WHEREAS, J. Samuel Crowley (Sam) served with great distinction as a member of the UScellular Board of Directors from 1998 through 2022, as a member of the Audit Committee since 1998 and as its Chairperson since 2001, and as a member of the UScellular Long-Term Incentive Compensation Committee and its predecessor the Stock Option Compensation Committee since 1998.
TRANSFER AND SERVICING AGREEMENT AND SUPPLEMENTAL INDENTURE NO. 5 TO MASTER INDENTURETransfer and Servicing Agreement • February 16th, 2023 • United States Cellular Corp • Radiotelephone communications • New York
OMNIBUS AMENDMENT NO. 3 TO TRANSFER AND SERVICING AGREEMENT AND SUPPLEMENTAL INDENTURE NO. 5 TO MASTER INDENTURE (this “Amendment and Supplemental Indenture”), dated as of February 6, 2023, is by and among USCC MASTER NOTE TRUST, a Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”), USCC SERVICES, LLC, a Delaware limited liability company, as servicer (in such capacity, the “Servicer”), USCC RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Transferor”), ROYAL BANK OF CANADA, as the Administrative Agent (the “Administrative Agent”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as successor to U.S. Bank National Association, as indenture trustee (herein, together with its successors in the trusts under the Indenture, the “Indenture Trustee”) and as paying agent (herein, together with its successors and assigns, the “Paying Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (
