Exhibit 4.2
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UNITED STATES CELLULAR CORPORATION
8410 West Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
July 29, 2002
To: Toronto Dominion (Texas) Inc., as Administrative Agent under the
Credit Agreement referred to below
Re: Notice of Increase in Total Commitment under the
Revolving Credit Agreement dated as of June 26, 2002
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Ladies and Gentlemen:
Pursuant to ss.17.10 of the Revolving Credit Agreement, dated as of
June 26, 2002, among United States Cellular Corporation, as Borrower, Toronto
Dominion (Texas), Inc., as Administrative Agent, Wachovia Bank, National
Association, as Syndication Agent, Citibank, N.A. and LaSalle Bank National
Association, as Co-Documentation Agents, and the other Lenders party thereto
(the "Credit Agreement"), we hereby deliver to you this Notice of Increase in
Total Commitment. Capitalized terms used herein and not defined herein shall
have the meanings assigned to them in the Credit Agreement.
The Borrower hereby requests that the Total Commitment be increased by
an amount equal to $75,000,000. The proposed effective date for such increase in
Total Commitment is July 30, 2002. The name of each Eligible Assignee which has
agreed to become a "Lender" party to the Credit Agreement (an "Acceding Lender")
pursuant to this Notice of Increase in Total Commitment, the name of each Lender
party to the Credit Agreement, the amount of the Commitment of each such
Acceding Lender and Lender, and the effective date of each such Commitment, is
set forth below:
Name of Amount of Commitment
Existing Lender Commitment Effective Date
- --------------- ------------- --------------
Toronto Dominion (Texas), Inc. $50,000,000 June 26, 2002
Wachovia Bank, National Association $50,000,000 June 26, 2002
Citibank, N.A. $100,000,000 June 26, 2002
LaSalle Bank National Association $50,000,000 June 26, 2002
Name of Amount of Commitment
Acceding Lender Commitment Effective Date
- --------------- ------------ --------------
JPMorgan Chase Bank $35,000,000 July 30, 2002
Societe Generale, New York Branch $25,000,000 July 30, 2002
U.S. Bank National Association $15,000,000 July 30, 2002
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Total:$325,000,000
The Borrower hereby confirms to the Administrative Agent that:
(i) as of the date of this Notice of Increase in Total
Commitment and as of July 30, 2002, the proposed effective date of the
increase in Total Commitment, all representations and warranties
contained in ss.5 of the Credit Agreement shall be true and correct in
all material respects as though made on such date (unless such
representation and warranty is made as of a specific date, in which
case, such representation and warranty shall be true and correct as of
such date); and
(ii) as of the date of this Notice of Increase in Total
Commitment and as July 30, 2002, the proposed effective date of the
increase in Total Commitment, no event shall have occurred and then be
continuing which constitutes a Default or Event of Default under the
Credit Agreement and all other conditions precedent to a credit
extension specified in ss.10 of the Credit Agreement shall be
satisfied.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
***Signature Page Follows***
Very truly yours,
UNITED STATES CELLULAR
CORPORATION
By: /s/ Kenneth R. Meyers
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Name: Kenneth R. Meyers
Title: Executive Vice President-Finance
and Treasurer (Chief Financial Officer)
By: /s/ John E. Rooney
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Name: John E. Rooney
Title: President (Chief Executive Officer)
Signature Page to Notice of Increase in Total Commitment