Exhibit 4.3(b)


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is
entered into as of November 5, 2009, among UNITED STATES CELLULAR
CORPORATION, a Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), TORONTO DOMINION (TEXAS)
LLC, as Administrative Agent, TORONTO DOMINION (NEW YORK) LLC, as Swing Line
Lender, and THE TORONTO DOMINION BANK, NEW YORK BRANCH, as L/C Issuer.


 


R E C I T A L S:


 


A.            The Borrower, the Lenders, the Swing Line Lender, the
L/C Issuer and the Administrative Agent entered into that certain Credit
Agreement dated as of June 30, 2009 (as amended, restated or substituted
from time to time, the “Credit Agreement”).  Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Credit
Agreement.


 


B.            The Borrower has requested an amendment to the
definition of Responsible Officer, and the several Lenders parties to this
Amendment (which Lenders constitute the Required Lenders as required under the
Credit Agreement to effect such amendment) are willing to agree to such
amendment, subject to the performance and observance in full of each of the
covenants, terms and conditions, and in reliance upon all of the
representations and warranties of the Borrower, set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and the covenants, terms and conditions, and in
reliance upon the representations and warranties, in each case contained
herein, the parties hereto agree hereby as follows:


 


ARTICLE I


 


Section 1.01           AMENDMENT TO DEFINITIONS


 


(a)           The definition of “Responsible Officer” as set forth
in Article I of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


“Responsible
Officer” means the Chairman, President and Chief Executive
Officer, Executive Vice President Finance, Chief Financial Officer and
Treasurer, or Chief Accounting Officer of the Borrower, and (a) any other
officer of the Borrower designated by any two of the foregoing officers in a
notice to the Administrative Agent, which such notice is consented to by the
Administrative Agent in writing, and (b) solely for purposes of notices
given pursuant to Article II, any other officer of the Borrower so
designated by any two of the foregoing officers in a notice to the
Administrative Agent.  Any document
delivered hereunder that is signed by a Responsible Officer of the Borrower
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.


 


Section 1.02           AMENDMENT TO SCHEDULES


 


(a)           Part (a), “Subsidiaries”, of Schedule 5.13 to the
Credit Agreement is hereby amended to delete the reference to “Iowa RSA #3, Inc.”
and replace it with “Iowa 13, Inc.”


 


(b)           Part (b), “Other Equity Investments”, of Schedule
5.13 to the Credit Agreement is hereby amended to change the percentage
interest in Iowa RSA No. 9 Limited Partnership from “17.176%” to “16.666%”.


 


(c)           Schedule 10.02 to the Credit Agreement is hereby
amended in the form of, and all references in the Loan Documents to Schedule
10.02 are hereby deemed to be references to, the attached Schedule 10.02.


 

















 


ARTICLE II


 


Section 2.01           REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF
DEFAULT.  By its execution and delivery hereof, the
Borrower represents and warrants that, as of the date hereof:


 


(a)           the representations and warranties of the Borrower
contained in Article V of the Credit Agreement or any other Loan Document
(other than the representation and warranty set forth in Section 5.05(c) of
the Credit Agreement), or which are contained in any document furnished in connection
herewith or therewith, shall be true and correct in all material respects (or,
to the extent any such representation or warranty is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects) on and
as of the First Amendment Effective Date (as defined below), after giving
effect to the amendments contemplated in this Amendment, as if such
representations and warranties were being made on and as of the First Amendment
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of Section 4.02
of the Credit Agreement, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01 of the Credit
Agreement;


 


(b)           no event has occurred and is continuing which
constitutes a Default;


 


(c)           (i) the Borrower has the full power and authority
to execute and deliver this Amendment, (ii) this Amendment has been duly
executed and delivered by the Borrower, and (iii) this Amendment and the
Credit Agreement, as amended hereby, constitute a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
their respective terms, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other applicable laws relating to or
affecting generally the enforcement of creditors’ rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought;


 


(d)           the execution, delivery and performance of this
Amendment and the Credit Agreement, as amended hereby, and the consummation of
any transactions contemplated herein or therein, have been duly authorized by
all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien
under, or require any payment to be made under (i) any Contractual
Obligation to which the Borrower is a party or affecting the Borrower or the
properties of the Borrower or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any
applicable law to which the Borrower is subject, except in each case referred
to in subsections (b) and (c) above to the extent
that any such conflict, breach, contravention, creation, requirement or
violation could reasonably be expected to have a Material Adverse Effect; and


 


(e)           no approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with the execution,
delivery or performance by, the Borrower of this Amendment or any other Loan
Document other than those already obtained or performed.


 


ARTICLE III


 


Section 3.01           CONDITIONS PRECEDENT TO EFFECTIVENESS.   The parties hereto agree that this Amendment
shall not be effective until the satisfaction of each of the following
conditions precedent:


 


(a)           the Administrative Agent shall have received a copy of
this Amendment duly completed, executed and delivered by the Borrower and by
Lenders constituting Required Lenders; and


 


(b)           each of the representations and warranties made in
this Amendment shall be true and correct on and as of the First Amendment
Effective Date as if made on and as of such date, both before and after giving
effect to this Amendment.


 

















 


ARTICLE IV


 


Section 4.01           MISCELLANEOUS.


 


(a)           RATIFICATION OF LOAN DOCUMENTS. 
Except for the specific amendments, releases and waivers expressly set
forth in this Amendment, the terms, provisions, conditions and covenants of the
Credit Agreement and the other Loan Documents remain in full force and effect
and are hereby ratified and confirmed, and the execution, delivery and
performance of this Amendment shall not in any manner operate as a waiver of,
consent to or amendment of any other term, provision, condition or covenant of
the Credit Agreement or any other Loan Document.


 


(b)           FIRST AMENDMENT EFFECTIVE DATE. 
This Amendment shall become effective when the Administrative Agent has
received counterparts of this Amendment executed by the Borrower, the
Administrative Agent and the Lenders constituting Required Lenders and each of
the conditions precedent set forth in Section 3.01 in this Amendment has
been satisfied (the “First Amendment Effective Date”), whether or not
this Amendment has been executed and delivered by each and every Lender named
on a signature pages attached hereto.


 


(c)           REFERENCES TO THE CREDIT AGREEMENT. 
Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, or words of like import shall mean
and be a reference to the Credit Agreement, as affected and amended hereby.


 


(d)           EXECUTION IN COUNTERPARTS. 
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute but one and the same instrument.  For purposes of this Amendment, a counterpart
hereof (or signature page thereto) signed and transmitted by any Person
party hereto to the Administrative Agent (or its counsel) by facsimile machine,
telecopier or electronic mail is to be treated as an original.  The signature of such Person thereon, for
purposes hereof, is to be considered as an original signature, and the
counterpart (or signature page thereto) so transmitted is to be considered
to have the same binding effect as an original signature on an original
document.


 


(e)           GOVERNING LAW; BINDING EFFECT. 
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.  This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns.


 


(f)            HEADINGS.  Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.


 


(g)           TIME OF THE ESSENCE.  Time is of
the essence of this Amendment and the Loan Documents.


 


(h)           ENTIRE AGREEMENT.  THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers effective as of the First Amendment
Effective Date.


 


 


	
  UNITED STATES CELLULAR
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  LeRoy T.
  Carlson, Jr.

  	
   

  
	
  Title:

  	
  Chairman

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Kenneth R. Meyers

  	
   

  
	
  Title:

  	
  Chief Accounting
  Officer

  	
   

  



 


 


SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT


 

















 


	
   

  	
  TORONTO DOMINION (TEXAS) LLC,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  TORONTO DOMINION (NEW YORK)
  LLC,

  
	
   

  	
  as a Lender and Swing
  Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE TORONTO DOMINION BANK, NEW
  YORK BRANCH

  
	
   

  	
  as L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  SUNTRUST BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 














 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  COBANK, ACB,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  COMERICA BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE NORTHERN TRUST COMPANY,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE PRIVATEBANK AND TRUST
  COMPANY,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  SUMITOMO MITSUI BANKING
  CORPORATION, NEW YORK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


[EXHIBITS]


 


SCHEDULE 10.02


 


ADMINISTRATIVE AGENT’S OFFICE;


CERTAIN ADDRESSES FOR NOTICES


 


BORROWER:


 


	
  UNITED STATES CELLULAR
  CORPORATION

  	
   

  
	
  c/o Telephone and Data
  Systems, Inc. (“TDS”)

  	
   

  
	
  30 N. LaSalle,
  Suite 4000

  	
   

  
	
  Chicago, IL 60602

  	
   

  
	
  Attention: Peter L.
  Sereda, Vice President and Treasurer of TDS

  	
   

  
	
  Telephone: 312-592-5308

  	
  Facsimile: 608-830-5530

  
	
  Electronic Mail:
  peter.sereda@teldta.com

  	
   

  



 


With a
copy to (which shall not constitute notice)


 


	
  UNITED STATES CELLULAR
  CORPORATION

  	
   

  
	
  8410 West Bryn Mawr
  Avenue, Suite 700

  	
   

  
	
  Chicago, Illinois 60631

  	
   

  
	
  Attention: Jon Eggers

  	
   

  
	
  Telephone: 773-399-4883

  	
  Facsimile: 773-399-4940

  
	
  Electronic Mail:
  Jon.Eggers@uscellular.com

  	
   

  
	
  Website Address:
  www.uscc.com

  	
   

  
	
  U.S. Taxpayer
  Identification Number: 621147325

  	
   

  



 


With a
copy to (which shall not constitute notice)


 


	
  SIDLEY AUSTIN LLP

  	
   

  
	
  One S. Dearborn Street

  	
   

  
	
  Chicago, Illinois 60603

  	
   

  
	
  Attention: Stephen P.
  Fitzell, Esq.

  	
   

  
	
  Telephone: (312)
  853-7379

  	
   

  
	
  Facsimile: (312)
  853-7036

  	
   

  
	
  Electronic Mail:
  sfitzell@sidley.com

  	
   

  
	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
   

  
	
   

  	
   

  
	
  Administrative Agent’s
  Office

  	
   

  
	
  (for payments and Requests for
  Credit Extensions):

  	
   

  
	
   

  	
   

  
	
  TORONTO DOMINION
  (TEXAS) LLC

  	
   

  
	
  Street Address: 31 West
  52nd Street

  	
   

  
	
  City, State ZIP Code :
  New York, New York 10019-6101

  	
   

  
	
  Attention: Elhamy
  Khalil / Wasee Munim

  	
   

  
	
  Telephone: 416-590-4341

  	
   

  
	
  Facsimile: 416-590-4336

  	
   

  
	
  Electronic Mail: elhamy.khalil@tdsecurities.com/wasee.munim@tdsecurities.com

  	
   

  
	
  Account No.:
  6550-6-53000

  	
   

  
	
  Ref: United States
  Cellular Corporation

  	
   

  
	
  ABA# 026009593

  	
   

  



 

















 


Other
Notices as Administrative Agent:  (financials)


 


TORONTO
DOMINION (TEXAS) LLC


Street
Address: 31 West 52nd Street


City,
State ZIP Code: New York, New York 10019-6101


Attention:  Elhamy Khalil/Wasee Munim


Telephone:
416-590-4341


Facsimile:
416-590-4336


Electronic
Mail: 
elhamy.khalil@tdsecurities.com/wasee.munim@tdsecurities.com


 


L/C
ISSUER:


 


THE
TORONTO DOMINION BANK, NEW YORK BRANCH


Trade
Operations


Street
Address: 31 West 52nd Street


City,
State ZIP Code: New York, New York 10019-6101


Attention:
Elhamy Khalil/Wasee Munim


Telephone:
416-590-4341


Facsimile:
416-590-4336


Electronic
Mail:  elhamy.khalil@tdsecurities.com/wasee.munim@tdsecurities.com


 


SWING
LINE LENDER:


 


TORONTO
DOMINION (NEW YORK) LLC


Street
Address: 31 West 52nd Street


City,
State ZIP Code: New York, New York 10019-6101


Attention:
Elhamy Khalil/Wasee Munim


Telephone:
416-590-4341


Facsimile:
416-590-4336


Electronic
Mail: 
elhamy.khalil@tdsecurities.com/wasee.munim@tdsecurities.com


Account
No.: 6550-6-53000


Ref:  United States Cellular Corporation


ABA#
026009593