Common use of Third Party Transactions Clause in Contracts

Third Party Transactions. (i) Within 30 days of the Closing Date, Party B shall either (A) terminate and liquidate or (B) novate to Party A, as the case may be, all of the outstanding Hedging Transactions with third parties that are listed on Exhibit 10(b)(i). With respect to such transactions on Exhibit 10(b)(i) that Party B elects to terminate and liquidate (such transactions, the “Third Party Transactions”), such terminations and liquidations may result in termination payments to be made by Party B to one or more third-parties at the relevant time of such terminations and liquidations in amounts to be negotiated between each such third party and Party A (such payments, the “Third Party Liquidation Payments”). (ii) Concurrently with the termination and liquidation of each Third Party Transaction, Party A shall enter into a Hedging Transaction with Party B that corresponds with such terminated Third Party Transaction (each such corresponding transaction, a “Corresponding Third Party Transaction”) having the same notional quantity, floating price and remaining tenor; provided, however, that the fixed price applicable to each such Hedging Transaction shall be the fixed price used to calculate the Third Party Liquidation Payment for the corresponding terminated Third Party Transaction. (iii) With respect to such transactions on Exhibit 10(b)(i) that Party B elects to novate to Party A (the “Third Party Novation Transactions”), concurrently with the novation of such transactions, Party A and each relevant third party shall enter into back-to-back offsetting Hedging Transactions having the same notional quantities, floating prices and remaining tenors with respect to each Third Party Novation Transaction and otherwise on terms satisfactory to Party A in its sole discretion. If a third party requires a payment in exchange for, or as a condition to, executing any novation, Party B shall make such payment to the relevant third party (such payments, the “Third Party Novation Payments”). (iv) On the Closing Date, Party A shall inform Party B of the then-current aggregate ▇▇▇▇-to-market exposure associated with each transaction listed on Exhibit 10(b)(i) (each, a “Third Party Notional Amount”). In addition to any other payments required to be made by Party B in connection herewith, Party B shall pay to Party A, from and including the Closing Date, to and excluding the latest settlement date scheduled to occur with respect to each such transaction, a monthly fee (the “Third Party Exposure Fees”) on the relevant Third Party Notional Amount associated with each such transaction; provided, however, that, once a transaction listed on Exhibit 10(b)(i) becomes a Third Party Transaction (i.e., is terminated and liquidated), Third Party Exposure Fees shall cease to accrue on the Third Party Notional Amount attributable to such transaction. The formula used to calculate all Third Party Exposure Fees shall be set forth on Exhibit 10(b)(iv). All Third Party Exposure Fees shall be payable monthly in arrears on the 10th day of each month (each, an “Exposure Fee Due Date”); provided, however, that each such payment shall not be considered past due if such payment is paid to Party A on or before the 10th day of the third month following the applicable Exposure Fee Due Date. (v) On and subject to the terms and conditions of this Agreement and to enable Party B to pay any Third Party Liquidation Payments and any Third Party Novation Payments, Party A shall make one or more loans to Party B (each such loan, a “Loan”) on and after the Closing Date and in amounts equal to any Third Party Novation Payments and/or Third Party Liquidation Payments; provided, that, the commitment of Party A to make any such Loans shall expire on the 30th day following the Closing Date. (vi) Party B agrees that, to secure its obligations and potential obligations under the Third Party Novated Transactions and under the Loans relating to any Third Party Liquidation Payments, it shall deliver to Party A on the Closing Date cash in an amount equal to that portion of the Third Party Notional Amount that Party A attributes to the ▇▇▇▇-to-market exposure for calculation periods under the transactions listed on Exhibit 10(b)(i) that commence more than one calendar year from the Closing Date (each, a “Third Party Future Calculation Period”). All such cash shall be held by Party A in the Swap Note Sub Account; provided, however, that, on each Energy Swap Settlement Date following October 31, 2009 and as long as no Default or Potential Termination Event has occurred and is continuing with respect to Party B, Party A shall transfer from the Swap Note Sub Account to the Party A Sub Account an amount equal to that portion of the Third Party Notional Amount of each such transaction attributed to the Third Party Future Calculation Period occurring eleven months following such Energy Swap Settlement Date. (vii) If Party A and Party B do not agree on a flat fee to be paid by Party B to Party A for entering into the Corresponding Third Party Transactions and the Third Party Novation Transactions, Party B shall pay to Party A the applicable Energy Adder in respect of the notional amounts relating to each such Corresponding Third Party Transaction and each such Third Party Novation Transaction. The parties further agree that the aggregate notional amounts of the Corresponding Third Party Transactions and the Third Party Novation Transactions shall be counted toward the Minimum Energy Quantity for the initial Contract Year.

Third Party Transactions. (i) Within 30 days of the Closing Date, Party B shall either (A) terminate and liquidate or (B) novate to Party A, as the case may be, all of the outstanding Hedging Transactions with third parties that are listed on Exhibit 10(b)(i). With respect to such transactions on Exhibit 10(b)(i) that Party B elects to terminate and liquidate (such transactions, the “Third Party Transactions”), such terminations and liquidations may result in termination payments to be made by Party B to one or more third-parties at the relevant time of such terminations and liquidations in amounts to be negotiated between each such third party and Party A (such payments, the “Third Party Liquidation Payments”). (ii) Concurrently with the termination and liquidation of each Third Party Transaction, Party A shall enter into a Hedging Transaction with Party B that corresponds with such terminated Third Party Transaction (each such corresponding transaction, a “Corresponding Third Party Transaction”) having the same notional quantity, floating price and remaining tenor; provided, however, that the fixed price applicable to each such Hedging Transaction shall be the fixed price used to calculate the Third Party Liquidation Payment for the corresponding terminated Third Party Transaction. (iii) With respect to such transactions on Exhibit 10(b)(i) that Party B elects to novate to Party A (the “Third Party Novation Transactions”), concurrently with the novation of such transactions, Party A and each relevant third party shall enter into back-to-back offsetting Hedging Transactions having the same notional quantities, floating prices and remaining tenors with respect to each Third Party Novation Transaction and otherwise on terms satisfactory to Party A in its sole discretion. If a third party requires a payment in exchange for, or as a condition to, executing any novation, Party B shall make such payment to the relevant third party (such payments, the “Third Party Novation Payments”). (iv) On the Closing Date, Party A shall inform Party B of the then-current aggregate ▇▇▇▇-to-market exposure associated with each transaction listed on Exhibit 10(b)(i) (each, a “Third Party Notional Amount”). In addition to any other payments required to be made by Party B in connection herewith, Party B shall pay to Party A, from and including the Closing Date, to and excluding the latest settlement date scheduled to occur with respect to each such transaction, a monthly fee (the “Third Party Exposure Fees”) on the relevant Third Party Notional Amount associated with each such transaction; provided, however, that, once a transaction listed on Exhibit 10(b)(i) becomes a Third Party Transaction (i.e., is terminated and liquidated), Third Party Exposure Fees shall cease to accrue on the Third Party Notional Amount attributable to such transaction. The formula used to calculate all Third Party Exposure Fees shall be set forth on Exhibit 10(b)(iv). All Third Party Exposure Fees shall be payable monthly in arrears on the 10th day of each month (each, an “Exposure Fee Due Date”); provided, however, that each such payment shall not be considered past due if such payment is paid to Party A on or before the 10th day of the third month following the applicable Exposure Fee Due Date. (v) On and subject to the terms and conditions of this Agreement and to enable Party B to pay any Third Party Liquidation Payments, any SG Novation Payments and any Third Party Novation Payments, Party A shall make one or more loans to Party B (each such loan, a “Loan”) on and after the Closing Date and in amounts equal to any SG Novation Payments, Third Party Novation Payments and/or Third Party Liquidation Payments; provided, that, the commitment of Party A to make any such Loans shall expire on the 30th day following the Closing Date. (vi) Party B agrees that, to secure its obligations and potential obligations under the Third Party Novated Transactions and under the Loans relating to any Third Party Liquidation Payments, it shall deliver to Party A on the Closing Date cash in an amount equal to that portion of the Third Party Notional Amount that Party A attributes to the ▇▇▇▇-to-market exposure for calculation periods under the transactions listed on Exhibit 10(b)(i) that commence more than one calendar year from the Closing Date (each, a “Third Party Future Calculation Period”). All such cash shall be held by Party A in the Swap Note Sub Account; provided, however, that, on each Energy Gas Swap Settlement Date following October 31, 2009 and as long as no Default or Potential Termination Event has occurred and is continuing with respect to Party B, Party A shall transfer from the Swap Note Sub Account to the Party A Sub Account an amount equal to that portion of the Third Party Notional Amount of each such transaction attributed to the Third Party Future Calculation Period occurring eleven months following such Energy Gas Swap Settlement Date. (vii) If Party A and Party B do not agree on a flat fee to be paid by Party B to Party A for entering into the Corresponding Third Party Transactions and the Third Party Novation Transactions, Party B shall pay to Party A the applicable Energy Gas Adder in respect of the notional amounts relating to each such Corresponding Third Party Transaction and each such Third Party Novation Transaction. The parties further agree that the aggregate notional amounts of the Corresponding Third Party Transactions and the Third Party Novation Transactions shall be counted toward the Minimum Energy Gas Quantity for the initial Contract Year.

Third Party Transactions. (i) Within 30 days Notwithstanding subsection (c), USCC acknowledges that certain negotiations with third parties (the "Third Party Negotiations") are being carried on in its behalf by representatives of TDS and USCC, which contemplate that certain of TDS's other cellular interests will be transferred to such third parties, separately or in conjunction with the Closing Datetransfer of other cellular interests owned by TDS or USCC, in settlement of pending litigation or in exchange for interests in other MSAs and/or RSAs (which may include interests in MSAs and/or RSAs in which TDS or USCC already owns an interest) or other consideration. TDS and USCC hereby agree that, in the event they agree to enter into any transaction (a "Third Party B shall either Transaction") pursuant to which any Cellular Interest (a "Transferable Interest") is to be transferred to a third party in exchange for the transfer by such third party of any consideration ("Third Party Consideration"): (A) terminate and liquidate or TDS shall assign the Transferable Interest to USCC subject to the terms of this Agreement; (B) novate to Party A, as the case may be, all of the outstanding Hedging Transactions with third parties that are listed on Exhibit 10(b)(i). With respect to such transactions on Exhibit 10(b)(i) that Party B elects to terminate and liquidate (such transactions, the “if any Third Party Transactions”Transaction contemplates that TDS would transfer to any third party any other property (collectively "Other TDS Consideration"), TDS shall transfer such Other TDS Consideration to USCC and shall be entitled to receive additional consideration from USCC in return therefor, in an amount equal to the fair market value of such Other TDS Consideration (plus reasonable carrying costs from the date such Other TDS Consideration is transferred by TDS to USCC in furtherance of such Third Party Transaction until TDS receives payment therefor), such terminations and liquidations may result in termination payments amount to be made determined by Party B agreement of the parties; (C) USCC shall transfer the Transferable Interest and any Other TDS Consideration to one or more third-parties at the relevant time of such terminations and liquidations in amounts to be negotiated between each such third party and Party A party, together with any cash or other consideration which may be required of USCC; and (such paymentsD) all consideration, the “including any Third Party Liquidation Payments”)Consideration, delivered in connection with such Third Party Transaction shall be transferred directly to and retained by USCC. TDS agrees that any Third Party Transaction shall be subject to the consent of the Special Committee consistent with its fiduciary duty, which consent shall not be unreasonably withheld. (ii) Concurrently In the event that an opportunity arises before a particular Cellular Interest is transferred pursuant to this Agreement for TDS, directly or through one of its subsidiaries, to acquire an additional partnership or other ownership interest in the Controlled RSA Entity, Minority MSA Entity or Minority RSA Entity with respect to such Cellular Interest and TDS does acquire such additional partnership or other ownership interest (an "Additional Cellular Interest"), USCC agrees to acquire such Additional Cellular Interest from TDS, and TDS agrees to sell such Additional Cellular Interest to USCC, pursuant to this Agreement provided the termination and liquidation purchase price of each Third Party Transaction, Party A shall enter into a Hedging Transaction with Party B that corresponds with any such terminated Third Party Transaction (each such corresponding transaction, a “Corresponding Third Party Transaction”) having the same notional quantity, floating price and remaining tenor; provided, however, that the fixed price applicable to each such Hedging Transaction Additional Cellular Interest shall be the fixed lesser of (i) the Assigned Value (consistently applied on a unit of population basis) for such Cellular Interest as set forth in Schedule 2.2 hereto, and (ii) such price used paid by TDS for such Additional Cellular Interest, it being understood that (x) TDS shall not be obligated to calculate sell to USCC any such Additional Cellular Interest, and USCC shall not be obligated to purchase any such Additional Cellular Interest, if the Third Party Liquidation Payment purchase price for such Additional Cellular Interest is greater than the corresponding terminated Third Party Transaction. Assigned Value (iiiconsistently applied on a unit of population basis) With for such Cellular Interest as set forth in Schedule 2.2 hereto and (y) such Additional Cellular Interest which neither party is obligated to purchase shall be subject to the right of first negotiation under the terms of the Exchange Agreement. In the event of any such acquisition by TDS, the term "Cellular Interest" with respect to such transactions on Exhibit 10(b)(i) that Party B elects Controlled RSA Entity, Minority MSA Entity or Minority RSA Entity shall be deemed to novate to Party A (the “Third Party Novation Transactions”), concurrently with the novation of such transactions, Party A and each relevant third party shall enter into back-to-back offsetting Hedging Transactions having the same notional quantities, floating prices and remaining tenors with respect to each Third Party Novation Transaction and otherwise on terms satisfactory to Party A in its sole discretion. If a third party requires a payment in exchange for, or as a condition to, executing any novation, Party B shall make such payment to the relevant third party (such payments, the “Third Party Novation Payments”). (iv) On the Closing Date, Party A shall inform Party B of the then-current aggregate ▇▇▇▇-to-market exposure associated with each transaction listed on Exhibit 10(b)(i) (each, a “Third Party Notional Amount”). In addition to any other payments required to be made by Party B in connection herewith, Party B shall pay to Party A, from and including the Closing Date, to and excluding the latest settlement date scheduled to occur with respect to each such transaction, a monthly fee (the “Third Party Exposure Fees”) on the relevant Third Party Notional Amount associated with each such transaction; provided, however, that, once a transaction listed on Exhibit 10(b)(i) becomes a Third Party Transaction (i.e., is terminated and liquidated), Third Party Exposure Fees shall cease to accrue on the Third Party Notional Amount attributable refer to such transaction. The formula used to calculate all Third Party Exposure Fees shall be set forth on Exhibit 10(b)(iv). All Third Party Exposure Fees shall be payable monthly in arrears on the 10th day of each month (each, an “Exposure Fee Due Date”); provided, however, that each such payment shall not be considered past due if such payment is paid to Party A on or before the 10th day of the third month following the applicable Exposure Fee Due DateAdditional Cellular Interest. (v) On and subject to the terms and conditions of this Agreement and to enable Party B to pay any Third Party Liquidation Payments and any Third Party Novation Payments, Party A shall make one or more loans to Party B (each such loan, a “Loan”) on and after the Closing Date and in amounts equal to any Third Party Novation Payments and/or Third Party Liquidation Payments; provided, that, the commitment of Party A to make any such Loans shall expire on the 30th day following the Closing Date. (vi) Party B agrees that, to secure its obligations and potential obligations under the Third Party Novated Transactions and under the Loans relating to any Third Party Liquidation Payments, it shall deliver to Party A on the Closing Date cash in an amount equal to that portion of the Third Party Notional Amount that Party A attributes to the ▇▇▇▇-to-market exposure for calculation periods under the transactions listed on Exhibit 10(b)(i) that commence more than one calendar year from the Closing Date (each, a “Third Party Future Calculation Period”). All such cash shall be held by Party A in the Swap Note Sub Account; provided, however, that, on each Energy Swap Settlement Date following October 31, 2009 and as long as no Default or Potential Termination Event has occurred and is continuing with respect to Party B, Party A shall transfer from the Swap Note Sub Account to the Party A Sub Account an amount equal to that portion of the Third Party Notional Amount of each such transaction attributed to the Third Party Future Calculation Period occurring eleven months following such Energy Swap Settlement Date. (vii) If Party A and Party B do not agree on a flat fee to be paid by Party B to Party A for entering into the Corresponding Third Party Transactions and the Third Party Novation Transactions, Party B shall pay to Party A the applicable Energy Adder in respect of the notional amounts relating to each such Corresponding Third Party Transaction and each such Third Party Novation Transaction. The parties further agree that the aggregate notional amounts of the Corresponding Third Party Transactions and the Third Party Novation Transactions shall be counted toward the Minimum Energy Quantity for the initial Contract Year.