Item 1.01.Entry into a Material Definitive Agreement. On December 9, 2004, United States Cellular Corporation ("USCC") entered into an Amended And Restated Revolving Credit Agreement ("Amended Revolving Credit Agreement"), by and among USCC, as Borrower, certain lenders from time to time parties thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, Wachovia Capital Markets, LLC, as Syndication Agent, and Citicorp North America, Inc., LaSalle Bank National Association, and JPMorgan Chase Bank, as Co-Documentation Agents. The Amended Revolving Credit Agreement amends and restates USCC's Amended and Restated Revolving Credit Agreement dated December 19, 2003. The terms and conditions of the Amended Revolving Credit Agreement are substantially the same as the Amended and Restated Revolving Credit Agreement dated December 19, 2003. The primary changes to the terms and conditions are that (i) the maturity date of the Revolving Credit Agreement has been extended to December 2009; (ii) the facility fee and certain interest rates payable on loans have been reduced; (iii) a utilization fee has been added equal to 0.10% of the utilized facility for each day that facility usage exceeds 50% of the total facility under the Amended Revolving Credit Agreement; and (iv) the material adverse change condition has been removed with respect to drawdowns. Certain of the third parties to the Amended and Restated Revolving Credit Agreement dated December 19, 2003 are also parties to the Amended Revolving Credit Agreement. Some of the lenders and/or agents under the Amended Revolving Credit Agreement and/or their affiliates have various relationships with USCC's parent, Telephone and Data Systems, Inc. ("TDS"), USCC and their subsidiaries involving banking or other financial services, including checking, cash management, brokerage, lending, investment banking, depository, indenture trustee and other services. In addition, TDS and USCC and certain of their subsidiaries have entered into forward contracts or similar arrangements with certain of the lenders and/or their affiliates. The Amended Revolving Credit Agreement provides USCC with a $700 million senior revolving credit facility for general corporate purposes, including future acquisitions, capital expenditures and working capital. Amounts under the revolving credit facility may be borrowed, repaid and reborrowed from time to time from and after December 9, 2004 until maturity in December 2009. As of the date of this Form 8-K, this credit facility had $699.8 million available for use, net of $0.2 million of outstanding letters of credit. Borrowings under the Amended Revolving Credit Agreement bear interest, at USCC's option, either at a Eurodollar rate or at an alternative base rate, plus or minus an applicable margin. Based on USCC's current credit rating and based on the Eurodollar rate and applicable margin, USCC's borrowing rate was 2.69% as of the date of this Form 8-K. USCC's interest costs under the Amended Revolving Credit Agreement would increase if its current credit rating from either Standard & Poor's or Moody's is lowered. However, the credit facility would not cease to be available solely as a result of a decline in its credit ratings. The two financial covenants described below are included in the Amended Revolving Credit Agreement, with compliance reported quarterly for a rolling four fiscal-quarter period and calculated on a consolidated basis: 1. Maximum Leverage (the ratio of Funded Debt to Capitalization may not at any 2 |
