UNITED STATES CELLULAR CORP: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Filer, Financial Statements and Evidence (Form 8-K)

ByRichard C. Sloan

Dec 21, 2021
Item 1.01. Entry into a Material Definitive Agreement
On December 17, 2021 (Effective Date), United States Cellular Corporation
(UScellular) entered into a $150 million Credit Agreement (Credit Agreement) by
and among UScellular as Borrower, Citibank, N.A. as Administrative Agent, Global
Coordinator, Mandated Lead Arranger and a Lender, Export Development Canada as
Mandated Lead Arranger and a Lender, and the other lenders from time to time
party thereto.

The Credit Agreement provides UScellular with a $150 million term loan credit
facility to finance (or refinance) the purchase of goods and services (including
goods and services purchased prior to the Effective Date) from Nokia of America

Borrowings under the Credit Agreement bear interest, at UScellular's option,
either at a secured overnight financing rate (SOFR) or at an alternative base
rate, plus, in each case, an applicable margin.

The two financial covenants described below are included in the Credit Agreement:

1. The consolidated interest coverage ratio (the ratio of consolidated EBITDA to consolidated interest expense) cannot be less than 3.00 to 1.00 at the end of a fiscal quarter.

2.Consolidated Leverage Ratio (the ratio of Consolidated Funded Indebtedness to
Consolidated EBITDA) may not be greater than 3.75 to 1.00 as of the end of any
fiscal quarter.

The term loan under the Credit Agreement is unsecured, subject to certain restrictions. In addition, certain wholly owned subsidiaries are guarantors under the credit agreement.

The credit agreement includes representations and guarantees, covenants, events of default and other terms and conditions that are substantially similar to UScellular’s existing term loan and revolving credit agreements.

A Change in Control, as such term is defined in the Credit Agreement, of
UScellular would constitute a default and would enable the required lenders and
the Administrative Agent to require all borrowings outstanding under the Credit
Agreement to be repaid.

The continued availability of the Credit Agreement requires UScellular to comply
with certain negative and affirmative covenants, maintain the above financial
ratios and provide representations on certain matters at the time of each

The Credit Agreement permits UScellular to make one or more borrowings
aggregating up to $150 million from the Effective Date to the earliest of (a)
March 17, 2022, (b) the date of termination of the commitment, and (c) the date
of termination of the commitment of each lender to make loans.

Amounts borrowed under the Credit Agreement will be due and payable on the earliest of the following dates between (i) the date of acceleration of obligations and (ii) the fifth anniversary of the first loan.

The foregoing brief description is qualified by reference to the copy of the
Credit Agreement attached hereto as Exhibit 4.1, which is incorporated herein by
reference, and which identifies all the lenders thereto.

Some of the lenders and/or agents under the Credit Agreement and/or their
affiliates may have various relationships with UScellular, its parent, Telephone
and Data Systems, Inc. (TDS), and their subsidiaries involving banking or other
financial services, including checking, cash management, brokerage, lending,
investment banking, depository, indenture trustee and/or other services,
including serving as a lender under the Credit Agreement or other TDS and/or
UScellular credit agreements.

In connection with the Credit Agreement, UScellular, TDS and Citibank, N.A.
entered into a Subordination Agreement on December 17, 2021, the form of which
is attached as Exhibit F to the Credit Agreement. Pursuant to this Subordination
Agreement, (a) any consolidated funded indebtedness from UScellular to TDS will
be unsecured and (b) any (i) consolidated funded indebtedness (other than
Refinancing Indebtedness as defined in the Credit Agreement) in excess of $105
million, and (ii) Refinancing Indebtedness in excess of $250 million, will be
subordinated and made junior in right of payment to the prior payment in full of
obligations to the lenders under the Credit Agreement. As of the date of this
Form 8-K, there is no outstanding funded indebtedness of UScellular that is
subordinated pursuant to the Subordination Agreement.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.

Item 9.01.  Financial Statements and Exhibits
(d)  Exhibits
Exhibit Number                 Description of Exhibits
4.1                              Credit Agreement, among UScellular as Borrower, Citibank, N.A. as
                               Administrative Agent, Global Coordinator, Mandated Lead Arranger and a
                               Lender, Export Development Canada as Mandated Lead Arranger and a
                               Lender, and the other lenders thereto, dated as of December 17, 2021,
                               including the form of subsidiary Guaranty and Subordination Agreement.
104                            Cover Page Interactive Data File - the cover page XBRL tags are embedded
                               within the Inline XBRL document.

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