Exhibit
4.1


 


THIRD AMENDMENT TO CREDIT AGREEMENT


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is
entered into as of July 24, 2014 among UNITED STATES CELLULAR CORPORATION, a
Delaware corporation (the "Borrower"), each lender
party hereto (collectively, the "Lenders" and
individually, a "Lender"), TORONTO DOMINION (TEXAS)
LLC, as Administrative Agent, and THE TORONTO DOMINION BANK, NEW YORK BRANCH,
as Swing Line Lender and 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
December 17, 2010, as amended by that certain First Amendment to Credit
Agreement, dated as of September 2, 2011 and that certain Second Amendment to
Credit Agreement, dated as of December 13, 2012 (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 maximum permitted Consolidated
Leverage Ratio, and the several Lenders parties to this Amendment (which
Lenders constitute the Required Lenders) 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 SECTION 1.01.  The following defined terms are amended and
restated to read in their entirety as follows:


"Committed
Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, shall be substantially in the form of Exhibit A  or any other
form approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of the
Borrower.


"Responsible
Officer" means the Chairman, President and Chief Executive
Officer, Executive Vice President - Finance, Chief Financial Officer and
Treasurer, or Vice President and Controller of the Borrower, or the Senior Vice
President – Finance and Treasurer or Vice President and Assistant Treasurer of
the Parent Company and, solely for purposes of notices given pursuant to
Article II, any other officer or employee of the Borrower so designated by any
two of the foregoing officers in a notice to the Administrative Agent or any
other officer or employee of the Borrower designated in or pursuant to an
agreement between the Borrower and 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.


"Swing
Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which shall be substantially in the form of
Exhibit B or any other form approved by the Administrative Agent
(including any form on an electronic platform or electronic transmission system
as shall be approved by the Administrative Agent), appropriately completed and
signed by a Responsible Officer of the Borrower.


 







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Section 1.02              
AMENDMENT TO SECTION 2.02.  Section 2.02(a) of the Credit Agreement is
amended and restated to read in its entirety as follows:


(a)           Each Committed Borrowing, each
conversion of Committed Loans from one Type to the other, and each continuation
of Eurodollar Rate Loans shall be made upon the Borrower's irrevocable notice
to the Administrative Agent, which may be given by (A) telephone, or (B) a
Committed Loan Notice; provided  that any telephone notice must be
confirmed promptly by delivery to the Administrative Agent of a Committed Loan
Notice.  Each such Committed Loan Notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed
Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed
Loans or conversion of any Eurodollar Rate Loans to Base Rate Committed Loans;
provided, however, that if the Borrower wishes to request Eurodollar Rate Loans
having an Interest Period other than one, two, three or six months in duration
as provided in the definition of "Interest Period," the applicable
notice must be received by the Administrative Agent not later than 11:00 a.m.
four Business Days prior to the requested date of such Borrowing, conversion or
continuation, whereupon the Administrative Agent shall give prompt notice to
the Lenders of such request and determine whether the requested Interest Period
is acceptable to all of them.  Not later than 11:00 a.m., three Business Days
before the requested date of such Borrowing, conversion or continuation, the
Administrative Agent shall notify the Borrower (which notice may be by
telephone) whether or not the requested Interest Period has been consented to
by all the Lenders.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof.  Each Committed Loan Notice shall specify (i)
whether the Borrower is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurodollar
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued,
(iv) the Type of Committed Loans to be borrowed or to which existing Committed
Loans are to be converted, and (v) if applicable, the duration of the Interest
Period with respect thereto.  If the Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans.  Any such
automatic conversion to Base Rate Loans shall be effective as of the last day
of the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.


Section 1.03              
AMENDMENT TO SECTION 2.04.  Section 2.04(b) of the Credit Agreement is
amended and restated to read in its entirety as follows:


(b)           Borrowing Procedures. 
Each Swing Line Borrowing shall be made upon the Borrower's irrevocable notice
to the Swing Line Lender and the Administrative Agent, which may be given by
(i) telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a Swing Line Loan Notice.  Each such Swing Line Loan
Notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (A)
the amount to be borrowed, which shall be a minimum of $100,000, and (B) the
requested borrowing date, which shall be a Business Day.  Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof.  Unless the Swing
Line Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date
of the proposed Swing Line Borrowing (I) directing the Swing Line Lender
not to make such Swing Line Loan as a result of the limitations set forth in
the first proviso to the first sentence of Section 2.04(a), or
(II) that one or more of the applicable conditions specified in Article IV 
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower by either crediting the account of the Borrower
on the books of the Swing Line Lender in immediately available funds or
pursuant to other written direction of the Borrower.


 







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Section 1.04              
AMENDMENT TO SECTION 7.10.  Section 7.10(b) of the Credit Agreement is
amended and restated to read in its entirety as follows:


(b)           Consolidated
Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of
any fiscal quarter of the Borrower to be greater than the ratios indicated for
each period specified below:


	
  Period

  	
  Ratios

  
	
  From July 1, 2014 through December 31,
  2015 

  	
  3.75
  to 1.00

  
	
  From January 1, 2016 through June 30,
  2016

  	
  3.50
  to 1.00

  
	
  From July 1, 2016 through December 31,
  2016

  	
  3.25
  to 1.00

  
	
  From January 1, 2017 and thereafter

  	
  3.00
  to 1.00

  





 


Section 1.05              
AMENDMENT TO SECTION 10.17.  Section 10.17 of the Credit Agreement is
amended and restated to read in its entirety as follows:


10.17      Electronic Execution of Assignments and
Certain Other Documents.  The words "execution,"
"signed," "signature," and words of like import in or
related to any document to be signed in connection with this Agreement and the
transactions contemplated hereby (including without limitation Assignment and
Assumptions, amendments or other Committed Loan Notices, Swingline Loan
Notices, waivers and consents) shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no
obligation to agree to accept electronic signatures in any form or in any
format unless expressly agreed to by the Administrative Agent pursuant to
procedures approved by it.


 


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, 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 Third 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 Third 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;


 







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(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, the Required Lenders and the Swing Line Lender; 


(b)                
the Administrative Agent shall
have received, for the account of each Lender (including Toronto Dominion
(Texas) LLC) who timely consents and delivers a duly completed signature page
to this Amendment, an upfront fee equal to 10 basis points multiplied by such
Lender's Commitment;


(c)                
the Administrative Agent shall
have received payment of all fees due and owing the Administrative Agent under
any fee letter executed in connection this Third Amendment and other out-of
pocket fees and expenses to the extent invoiced (including reasonable
attorneys' fees and expenses through the Third Amendment Effective Date)
incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment and due under any fee letter or
other agreement; and


(d)                
each of the representations and
warranties made in this Amendment shall be true and correct on and as of the
Third 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)                
THIRD 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, the Required Lenders and the Swing Line
Lender and each of the conditions precedent set forth in Section 3.01 in this
Amendment has been satisfied (the "Third 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.


 







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(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 AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  This Amendment 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.


 


	
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  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 Third Amendment Effective Date.

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  UNITED
  STATES CELLULAR CORPORATION

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  TORONTO
  DOMINION (TEXAS) LLC,  

  	
    

  
	
    

  	
    

  	
  as
  Administrative Agent

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  THE TORONTO
  DOMINION BANK, NEW YORK BRANCH, 

  	
    

  
	
    

  	
    

  	
  as L/C Issuer
  and Swing Line Lender

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  [________________],
  

  	
    

  
	
    

  	
    

  	
  as a Lender

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  





 











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