SCHEDULE
to the
MASTER AGREEMENT
dated as of November 14, 2001 between
FIRST UNION NATIONAL BANK ("Party A")
and CTIHC, INC. ("Party B")
Part 1. Termination Provisions
----------------------
(a) "Specified Entity" means with respect to Party B for purposes of
Section 5(a)(vii), CIHC, Inc. and Conseco, Inc. and for all other
purposes, none.
(b) "Specified Transaction" has its meaning as defined in Section 14.
(c) "Cross Default" applies to both parties.
"Specified Indebtedness" means any obligation (whether present, future,
contingent or otherwise, as principal or surety or otherwise) in
respect of borrowed money or relating to the payment or delivery of
funds, securities or other property (including, without limitation,
collateral), other than indebtedness in respect of any bank deposits
received in the ordinary course of business by any foreign branch of a
party the repayment of which is prevented, hindered or delayed by any
governmental or regulatory action or law unrelated to the financial
condition or solvency of such party or that foreign branch.
"Threshold Amount" means, with respect to Party A, an amount (including
its equivalent in another currency) equal to the higher of $10,000,000
or 2% of its stockholders' equity as reflected on its most recent
financial statements or call reports, and with respect to Party B, an
amount (including its equivalent in another currency) equal to the
higher of $10,000,000 or 2% of its stockholders' equity as reflected on
its most recent financial statements or call reports, provided that for
any Specified Indebtedness payable by Party B (or any Credit Support
Provider of Party B) to Party A or to any of Party A's Affiliates,
Threshold Amount means any amount of such Specified Indebtedness.
(d) "Credit Event Upon Merger" applies to both parties.
(e) "Automatic Early Termination" does not apply to either party.
(i) Notwithstanding the foregoing, if the bankruptcy or insolvency laws
of the jurisdiction in which the Defaulting Party is organized or
formed do not expressly permit the Non-defaulting Party to exercise its
rights under Section 6(a) for an Event of Default under Section
5(a)(vii)(4) or (6) with respect to the Defaulting Party, then
Automatic Early Termination shall apply to the Defaulting Party.
(ii) In addition to the provisions of Section 6(e)(iii), if an Early
Termination Date occurs under Section 6(a) as the result of Automatic
Early Termination, and if the Non-defaulting Party determines that it
either sustained or incurred a loss or damage or benefited from a gain
in respect of any Transaction, as a result of any change in one or more
rates, prices, yields, quotations, volatilities, spreads or other
measures of economic value or risk relevant to that Transaction or to
any related hedge of the Non-defaulting Party between that Early
Termination Date and the date upon which the Non-defaulting Party first
becomes aware of the occurrence of that Early Termination Date, then
the Termination Currency Equivalent of the amount of such loss or
damage shall be added to the amount due by the Defaulting Party or
deducted from the amount due by the Non-defaulting Party, as the case
may be (in both cases pursuant to Section 6(e)(i)(3)), or the
Termination Currency Equivalent of the amount of such gain shall be
deducted from the amount due by the Defaulting Party or added to the
amount due by the Non-defaulting Party, as the case may be (in both
cases pursuant to Section 6(e)(i)(3)).
(f) Payments on Early Termination. Except as otherwise provided in this
Schedule, "Market Quotation" and the "Second Method" apply. In the case
of any Terminated Transaction that is, or is subject to, any
unexercised option, the words "economic equivalent of any payment or
delivery" appearing in the definition of "Market Quotation" shall be
construed to take into account the economic equivalent of the option.
(g) "Termination Currency" means U.S. Dollars.
(h) Additional Termination Event does not apply to both parties.
(i) Events of Default. An Event of Default shall not occur with respect to
a party under Section 5(a)(v)(1) or (2) or Section 5(a)(vi) when the
failure to pay or deliver, or the default, event of default or other
similar condition or event, as the case may be, arises solely (i) out
of a wire transfer problem or an operational or administrative error or
omission (so long as the required funds or property required to make
that payment or delivery were otherwise available to that party), or
(ii) from the general unavailability of the relevant currency due to
exchange controls or other similar governmental action, but in either
case only if the payment or delivery is made within three Local
Business Days after the problem has been corrected, the error or
omission has been discovered or the currency becomes generally
available.
Part 2. Tax Representations
-------------------
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, each party makes the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement.
In making this representation, a party may rely on (i) the accuracy of
any representations made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the
satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) above and the
other party does not deliver a form or document under Section 4(a)(iii)
by reason of material prejudice to its legal or commercial position.
(b) Payee Tax Representations. For the purpose of Section 3(f) of this
Agreement:
(i) Party A makes the following representation(s):
(A) It is a national banking association organized or formed
under the laws of the United States and is a United States
resident for United States federal income tax purposes.
(B) Party A makes no other Payee Tax Representations.
(ii) Party B makes the following representation(s):
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(A) It is organized or formed under the laws of Delaware, and
it is (or, if Party B is disregarded for United States federal
income tax purposes, its beneficial owner is) a United States
resident for United States federal income tax purposes.
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Part 3. Documents
---------
(a) Tax Forms.
(i) Delivery of Tax Forms. For the purpose of Section 4(a)(i), and
without limiting Section 4(a)(iii), each party agrees to duly complete,
execute and deliver to the other party the tax forms specified below
with respect to it (A) before the first Payment Date under this
Agreement, (B) promptly upon reasonable demand by the other party and
(C) promptly upon learning that any such form previously provided by
the party has become obsolete or incorrect.
(ii) Tax Forms to be Delivered by Party A:
None specified.
(iii) Tax forms to be Delivered by Party B:
(A) If Party B is (or, if Party B is disregarded for United
States federal income tax purposes, its beneficial owner is)
treated as a corporation for United States federal income tax
purposes whose name includes "Incorporated", "Inc.",
"Corporation", or "P.C.":
None specified, unless any amount payable to Party B under
this Agreement is to be paid to an account outside the United
States, in which case the tax form to be delivered by Party B
shall be a correct, complete and duly executed U.S. Internal
Revenue Service Form W-9 (or successor thereto) that
eliminates U.S. federal backup withholding tax on payments to
Party B under this Agreement.
(B) In all other cases:
A correct, complete and duly executed U.S. Internal Revenue
Service Form W-9 (or successor thereto) that eliminates U.S.
federal backup withholding tax on payments to Party B under
this Agreement.
(b) Delivery of Documents. When it delivers this Agreement, each party
shall also deliver its Closing Documents to the other party in form and
substance reasonably satisfactory to the other party. For each
Transaction, a party shall deliver, promptly upon request, a duly
executed incumbency certificate for the person(s) executing the
Confirmation for that Transaction on behalf of that party.
(i) For Party A, "Closing Documents" means a duly executed certificate
of the secretary or assistant secretary of Party A certifying the name
and true signature of each person authorized to execute this Agreement
and enter into Transactions for Party A.
(ii) For Party B, "Closing Documents" means an opinion of counsel
covering Party B's Basic Representations under Section 3(a) as they
relate to this Agreement and such other matters as Party A shall
reasonably request, or (A) a copy, certified by the secretary or
assistant secretary of Party B, of the resolutions of Party B's board
of directors authorizing the execution, delivery and performance by
Party B of this Agreement and authorizing Party B to enter into
Transactions hereunder and (B) a duly executed certificate of the
secretary or assistant secretary of Party B certifying the name, true
signature and authority of each person authorized to execute this
Agreement and enter into Transactions for Party B.
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Part 4. Miscellaneous
-------------
(a) Addresses for Notices. For purposes of Section 12(a) of this Agreement,
all notices to a party shall, with respect to any particular
Transaction, be sent to its address, telex number or facsimile number
specified in the relevant Confirmation, provided that any notice under
Section 5 or 6 of this Agreement, and any notice under this Agreement
not related to a particular Transaction, shall be sent to a party at
its address, telex number or facsimile number specified below.
To Party A:
FIRST UNION NATIONAL BANK
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President, Risk Management
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
To Party B:
CTIHC, INC.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Phone: 317-817- 6166
With a copy to:
Conseco, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Phone: 317-817- 5031
(b) Process Agent.
(i) For the purpose of Section 13(c) of this Agreement, neither party
appoints an agent for service of process:
(c) Offices. Section 10(a) applies.
(d) Multibranch Party.
(i) Party A is a Multibranch Party and may act through the following
Offices: its Charlotte Head Office and its London Branch.
(ii) Party B is not a Multibranch Party.
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(e) "Calculation Agent" means Party A, unless an Event of Default has
occurred and is continuing with respect to Party A, in which case both
parties will negotiate in good faith and appoint a mutually acceptable
independent leading dealer in derivatives in the relevant market as
Calculation Agent, whose fees and expenses, if any, shall be met
equally by both parties. All determinations by the Calculation Agent
are subject to agreement by the parties. If the parties are unable to
agree on a particular calculation, another mutually acceptable
Calculation Agent which is an independent leading dealer in derivatives
in the relevant market will be appointed. If the parties are unable to
agree on a substitute Calculation Agent, each of parties shall elect an
independent leading dealer in derivatives in the relevant market and
such dealers shall agree on a third party, who shall be deemed to be
the substitute Calculation Agent. The Calculation Agent shall act at
all times in good faith and in a commercially reasonable manner.
(f) "Credit Support Document" means the Pledge Agreement hereto dated as of
November 14, 2001 executed and delivered by Party A and Party B.
(g) "Credit Support Provider" does not apply.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the law (and not the law of conflicts) of the State of
New York.
(i) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT, ANY CREDIT SUPPORT
DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.
(j) Netting of Payments. If payments are due by each party on the same day
under two or more Transactions, then Section 2(c)(ii) will not apply to
those payments if a party gives notice to the relevant Office(s) of the
other party on or before the second New York Business Day before that
payment date stating that those payments will be netted or, if given by
the Calculation Agent, stating the net amount due.
(k) "Affiliate" has its meaning as defined in Section 14.
Part 5. Other Provisions
----------------
(a) ISDA Publications.
(i) 2000 ISDA Definitions. This Agreement and each Transaction are
subject to the 2000 ISDA Definitions (including its Annex and NCU
Supplement) published by the International Swaps and Derivatives
Association, Inc. (together, the "2000 ISDA Definitions") and will be
governed by the provisions of the 2000 ISDA Definitions. The provisions
of the 2000 ISDA Definitions are incorporated by reference in, and
shall form part of, this Agreement and each Confirmation. Any reference
to a "Swap Transaction" in the 2000 ISDA Definitions is deemed to be a
reference to a "Transaction" for purposes of this Agreement or any
Confirmation, and any reference to a "Transaction" in this Agreement or
any Confirmation is deemed to be a reference to a "Swap Transaction"
for purposes of the 2000 ISDA Definitions. The provisions of this
Agreement (exclusive of the 2000 ISDA Definitions) shall prevail in the
event of any conflict between such provisions and the 2000 ISDA
Definitions.
(ii) EMU Protocol. The definitions and provisions of Annexes 1 through
5 (inclusive) and Section 6 of the EMU Protocol published on May 6,
1998 by the International Swaps and Derivatives Association, Inc. are
hereby incorporated by reference in, and shall form part of, this
Agreement. References in those definitions and provisions to "ISDA
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Master Agreement" will be deemed references to this Agreement
(iii) ISDA Bridge Provisions. Each of the ISDA/BBAIRS Bridge and the
ISDA/FRABBA Bridge published by the International Swaps and Derivatives
Association, Inc. is hereby incorporated by reference.
(b) Scope of Agreement. Any Specified Transaction now existing or hereafter
entered into between the parties (whether or not evidenced by a
Confirmation) shall constitute a "Transaction" under this Agreement and
shall be subject to, governed by, and construed in accordance with the
terms of this Agreement, unless the confirming document(s) for that
Specified Transaction provide(s) otherwise.
(c) Additional Representations. Section 3 is amended by adding the
following Sections 3(g), (h), (i) and (j):
"(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal
and not as agent, (ii) it acknowledges that the other party acts only
at arm's length and is not its agent, broker, advisor or fiduciary in
any respect, and any agency, brokerage, advisory or fiduciary services
that the other party (or any of its affiliates) may otherwise provide
to the party (or to any of its affiliates) excludes the Relevant
Agreement, (iii) it is relying solely upon its own evaluation of the
Relevant Agreement (including the present and future results,
consequences, risks, and benefits thereof, whether financial,
accounting, tax, legal, or otherwise) and upon advice from its own
professional advisors, (iv) it understands the Relevant Agreement and
those risks, has determined they are appropriate for it, and willingly
assumes those risks, and (v) it has not relied and will not be relying
upon any evaluation or advice (including any recommendation, opinion,
or representation) from the other party, its affiliates or the
representatives or advisors of the other party or its affiliates
(except representations expressly made in the Relevant Agreement or an
opinion of counsel required thereunder).
"Relevant Agreement" means this Agreement, each Transaction, each
Confirmation, any Credit Support Document, and any agreement (including
any amendment, modification, transfer or early termination) between the
parties relating thereto or to any Transaction.
(h) Eligibility. It is an "eligible contract participant" within the
meaning of the Commodity Exchange Act (as amended by the Commodity
Futures Modernization Act of 2000).
(i) FDIC Requirements. If it is a bank subject to the requirements of
12 U.S.C. ss. 1823(e), its execution, delivery and performance of this
Agreement (including the Credit Support Annex and each Confirmation)
have been approved by its board of directors or its loan committee,
such approval is reflected in the minutes of said board of directors or
loan committee, and this Agreement (including the Credit Support Annex
and each Confirmation) will be maintained as one of its official
records continuously from the time of its execution (or in the case of
any Confirmation, continuously until such time as the relevant
Transaction matures and the obligations therefor are satisfied in
full).
(j) ERISA. It is not (i) an employee benefit plan (an "ERISA Plan") as
defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), subject to Title 1 of ERISA of Section
4975 of the Internal Revenue Code of 1986, as amended, (ii) a person or
entity acting on behalf of an ERISA Plan, or (iii) a person or entity
the assets of which constitute assets of an ERISA Plan."
(d) Set-off. Any amount ("Early Termination Amount") payable to one party
("Payee") by the other party ("Payer") under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party
in the case where a Termination Event under Section 5(b)(iv) has
occurred, will, at the option of the party ("X") other than the
Defaulting Party or the Affected Party (and without prior notice to the
Defaulting Party or the Affected Party), be reduced by means of set off
against any amount(s) ("Other Agreement Amount") payable (whether at
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such time or in the future or upon the occurrence of a contingency) by
the Payee to the Payer or to any Affiliate of the Payer (irrespective
of the currency, place of payment or booking office of the obligation)
under any other agreement(s) between the Payee and the Payer (or
between the Payee and any Affiliate of the Payer) or instrument(s) or
undertaking(s) issued or executed by the Payee to, or in the favor of,
the Payer or any Affiliate of the Payer (and the Other Agreement Amount
will be discharged promptly and in all respects to the extent it is so
set-off). X will give notice to the other party of any set-off effected
under this paragraph.
For this purpose, either the Early Termination Amount or the Other
Agreement Amount (or the relevant portion of such amounts) may be
converted by X into the currency in which the other is denominated at
the rate of exchange at which such party would be able, acting in a
reasonable manner and in good faith, to purchase the relevant amount of
such currency. The term "rate of exchange" includes, without
limitation, any premiums and costs of exchange payable in connection
with the purchase of or conversion into the relevant currency.
Nothing in this paragraph shall be effective to create a charge or
other security interest. This paragraph shall be without prejudice and
in addition to any right of set-off, combination of accounts, lien or
other right to which any party is at any time otherwise entitled
(whether by operation of law, contract or otherwise).
(e) Escrow. If payments denominated in different currencies are due
hereunder by both parties on the same day and a party has reasonable
cause to believe that the other party will not meet its payment
obligation, then as reasonable assurance of performance the party may
notify the other party that payments on that date are to be made in
escrow. In this case, deposit of the payment due earlier on that date
shall be made by 2.00 p.m. (local time at the place for the earlier
payment) on that date with any escrow agent selected by the party
giving the notice from among major commercial banks independent of
either party (and its affiliates), accompanied by irrevocable payment
instructions (i) to release the deposited payment to the intended
recipient upon receipt by the escrow agent of the required deposit of
the corresponding payment from the other party on the same date
accompanied by irrevocable payment instructions to the same effect or
(ii) if the required deposit of the corresponding payment is not made
on the same date, to return the payment deposited to the party that
paid in escrow. The party that elects to have payments made in escrow
shall pay the costs of the escrow arrangements and shall make
arrangements to provide that the intended recipient of the amount due
to be deposited first shall be entitled to interest on the deposited
payment for each day in the period of its deposit at the rate offered
by the escrow agent for that day for overnight deposits in the relevant
currency in the office where it holds that deposited payment (at 11.00
a.m. local time on that day) if that payment is not released by 5.00
p.m. local time on the date it is deposited for any reason other than
the intended recipient's failure to make the escrow deposit it is
required to make hereunder in a timely fashion.
(f) Change of Account or Office.
(i) Any account designated by a party pursuant to Section 2(b) shall be
in the same legal and tax jurisdiction as the original account.
(ii) As provided in Section 10(b) and 10(c) of this Agreement, if a
party is specified as a Multibranch Party in the Schedule, then the
Office through which it will make and receive payments or deliveries
under a Transaction must be specified in the Confirmation for that
Transaction, and that Office cannot be changed without the other
party's prior written consent. If any Confirmation for a Transaction is
sent or executed by a party without specifying its Office, it will be
presumed that such party's Office for that Transaction is its head or
home Office.
(g) Recorded Conversations. Each party and any of its Affiliates may
electronically record any of its telephone conversations with the other
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party or with any of the other party's Affiliates in connection with
this Agreement or any Transaction, and any such recordings may be
submitted in evidence in any proceeding to establish any matters
pertinent to this Agreement or any Transaction.
(h) Confirmation Procedures. Upon receipt thereof, Party B shall examine
the terms of each Confirmation sent by Party A, and unless Party B
objects to the terms within five New York business days after receipt
of that Confirmation, those terms shall be deemed accepted and correct
absent manifest error, in which case that Confirmation will be
sufficient to form a binding supplement to this Agreement
notwithstanding Section 9(e)(ii) of this Agreement.
Part 6. Additional Terms for FX Transactions and Currency Options
---------------------------------------------------------
(a) ISDA FX and Currency Option Definitions. The 1998 FX and Currency
Option Definitions published by the International Swaps and Derivatives
Association, Inc., the Emerging Markets Traders Association and The
Foreign Exchange Committee (the "1998 FX and Currency Option
Definitions") are hereby incorporated by reference in, and shall form
part of, this Agreement and each Confirmation relating to any "Currency
Option Transaction" or "FX Transaction" as defined in the FX and
Currency Option Definitions, except as otherwise specifically provided
herein or in the relevant Confirmation.
(b) FX Transactions.
Netting of FX Transactions. Section 2(c) shall not apply to FX
Transactions. Instead, the following provision will apply to FX
Transactions:
If amounts in the same currency would be due by both parties in respect
of the same Value Date (or other payment or delivery date) under two or
more FX Transactions between the same pair of Offices of the parties
(assuming satisfaction of each condition precedent), then the
obligations of the parties for those amounts will be discharged
automatically, and if one party's obligation in that currency would
have been greater, replaced by an obligation of that party to pay or
deliver the amount of that difference to the other party on that Value
Date or date.
(c) Currency Option Transactions.
(i) Currency Option Transaction Premiums. If any Premium of a Currency
Option Transaction is not received on the Premium Payment Date, then
the Seller may elect to either (A) accept late payment of that Premium,
or (B) give written notice of that nonpayment and, if that payment is
not received within three Local Business Days of that notice, either
(1) treat the related Currency Option Transaction as void, or (2) treat
that non-payment as an Event of Default under Section 5(a)(i) of this
Agreement. If the Seller elects to act under clause (A) or (B)(1) of
the preceding sentence, then the Buyer shall pay on demand all
out-of-pocket costs and actual damages incurred by the Seller in
connection with that unpaid or late Premium or void Currency Option
Transaction, including, without limitation, interest on that Premium in
the same currency as that Premium at the Default Rate and any other
costs or expenses incurred by the Seller to compensate it for its loss
of bargain, cost of funding or loss incurred as a result of
terminating, liquidating, obtaining or re-establishing a delta hedge or
other related trading position with respect to that Currency Option
Transaction.
(ii) Netting of Currency Option Transactions. Section 2(c) of this
Agreement shall not apply to Currency Option Transactions. Instead, the
following provisions will apply to Currency Option Transactions:
(A) If Premiums in the same currency would be due by both
parties in respect of the same Premium Payment Date under two
or more Currency Option Transactions between the same pair of
Offices of the parties (assuming satisfaction of each
condition precedent), then the obligations of the parties for
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those Premiums will be discharged automatically, and if one
party's obligation in that currency would have been greater,
replaced by an obligation of that party to pay or deliver the
amount of that difference to the other party.
(B) If amounts in the same currency (other than Premiums)
would be due by both parties in respect of the same Settlement
Date (or other payment or delivery date) under two or more
Currency Option Transactions between the same pair of Offices
of the parties (assuming satisfaction of each condition
precedent), then the obligations of the parties for those
amounts will be discharged automatically, and if one party's
obligation in that currency would have been greater, replaced
by an obligation of that party to pay or deliver the amount of
that difference to the other party on that Settlement Date or
date.
(C) For matching Currency Option Transactions, any unexercised
Call or Put written by a party will automatically be
terminated and discharged, in whole or in part, as applicable,
against any unexercised Call or Put, respectively, written by
the other party upon the payment in full of both Currency
Option Transaction Premiums. Currency Option Transactions are
"matching" only if both (i) are granted for the same Put
Currency, Call Currency, Expiration Date, Expiration Time, and
Strike Price, (ii) have the same exercise style (e.g.,
American, European or Asian), and (iii) are entered into by
the same pair of Offices of the parties. For any partial
termination and discharge (where the Currency Option
Transactions are for different amounts of the Currency Pair),
the remaining portion of the Currency Option Transaction shall
continue to be a Currency Option Transaction under this
Agreement.
(d) Payments on Early Termination. For purposes of Section 6(e), if "Market
Quotation" is specified in this Schedule as applying, it shall not
apply in the case of FX Transactions and Currency Option Transactions,
for which "Loss" shall apply instead.
(e) Transactions in National Currency Units. The following provisions apply
to each Transaction under which a National Currency Unit (as defined in
the NCU Supplement to the 2000 ISDA Definitions) is to be paid or
delivered:
(i) NCU Floating Rate Options. Except as otherwise provided in the
relevant Confirmation, if any Confirmation of a Transaction involving a
National Currency Unit specifies a Floating Rate Option contained in
Section 7.1 of the 1998 Supplement to the 1991 ISDA Definitions
published by the International Swaps and Derivatives Association, Inc.
("1998 Supplement"), then the definition of that Floating Rate Option
in Section 7.1 of the 1998 Supplement shall be deemed incorporated by
reference in, and shall form part of, that Confirmation, together with
any ancillary definitions and terms contained in the 1998 Supplement or
the 1991 ISDA Definitions to the extent those definitions or terms are
used in the definition of that Floating Rate Option. In all other
respects, the 1998 Supplement and the 1991 ISDA Definitions shall be
deemed superseded by the 2000 ISDA Definitions.
(ii) Euro Conversion Rate. If, on any payment or delivery date (however
described) occurring after the euro was introduced, the amount of any
National Currency Unit required to paid or delivered under a
Transaction can no longer be purchased with, or exchanged for, euros at
the official rate at which the value of the euro was fixed against that
National Currency Unit at the beginning of the EMU transitional period
("Euro Conversion Rate"), then the obligation of the payor to pay or
deliver that amount of National Currency Unit shall be discharged and
replaced by an obligation of the payor to pay or deliver on that
payment or delivery date an amount of euros computed by the Calculation
Agent converting that amount of National Currency Unit into euros at
the Euro Conversion Rate.
(iii) Legal Tender Cut-off Date. If any amount of National Currency
Unit due under a Transaction fails to be paid or delivered when due and
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that obligation remains unsatisfied on the Legal Tender Cut-off Date,
then the obligation of the payor to pay or deliver that amount of
National Currency Unit (including any accrued interest thereon) shall
be discharged and replaced on the Legal Tender Cut-off Date by an
obligation of the payor to pay or deliver an amount of euros computed
by the Calculation Agent converting that amount of National Currency
Unit (including any accrued interest thereon) into euros at the Euro
Conversion Rate, and the obligation to make that payment or delivery in
euros shall be deemed to have become due on the original payment or
delivery date.
"Legal Tender Cut-Off Date" means, for a National Currency Unit, the
fifth NCU Business Day prior to the date that such National Currency
Unit will cease to be legal tender in the member state which issued
that National Currency Unit.
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"NCU Business Day" means, for a National Currency Unit, a day on which
commercial banks and foreign exchange markets effect delivery of that
National Currency Unit in the financial center of that National
Currency Unit as specified in Section 1.2 of the NCU Supplement to the
2000 ISDA Definitions.
IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
and Assistant General
Counsel
CTIHC, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President,
Corporate Taxes
12