Exhibit 4
AMENDMENT NO. 1
Dated as of September 25, 1997
to that certain
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 (the "Amendment"), is made as of September 25,
1997, by and among UNITED STATES CELLULAR CORPORATION (the "Borrower"), a
Delaware corporation having its principal place of business at 0000 Xxxx Xxxx
Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, the financial institutions
listed on Schedule 1.1(a) to the Credit Agreement (as defined below) (the
"Banks"), BANKBOSTON, N.A., as administrative agent for the Banks (the
"Administrative Agent"), TORONTO DOMINION (TEXAS), INC., as documentation agent
for the Banks, and BANKBOSTON, N.A. and TORONTO DOMINION (TEXAS), INC., as
managing Agents.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Amendment of Credit Agreement.
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(a) Section 1.1 on page 7 of the Credit Agreement defining
"Notes" referencing section 2.9(c) is hereby amended by substituting
therefor the following reference: "2.9(e)".
(b) The last sentence in section 2.9 on page 13 of the Credit
Agreement is hereby amended by substituting therefor the page 13
annexed hereto.
(c) Section 21(b) on page 47 of the Credit Agreement is hereby
amended by substituting therefor the page 47 annexed hereto.
Section 2. Effectiveness.
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This Amendment shall take effect when the Borrower and each of
the Banks shall have executed and delivered to the Agent this Amendment.
Section 3. Substitution.
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Each of the Borrower and the Banks, individually, is directed hereby to
replace pages 13 and 47 of the Credit Agreement with the pages 13 and 47 annexed
hereto respectively.
Section 4. Miscellaneous Provisions.
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(a) Except as otherwise expressly provided by this Amendment,
all of the terms, conditions and provisions of the Credit Agreement
shall continue in full force and effect. This Amendment and the Credit
Agreement shall be read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT
UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as an agreement under seal of the date first written above.
UNITED STATES CELLULAR CORPORATION
/s/ Xxxxxxx X. Xxxxxx
By: --------------------------------
Name:
Title:
BANKBOSTON, N.A., individually, as
administrative agent and as Co-
Agent
/s/ Xxxxx Xxxxxxxx
By: --------------------------------
Name:
Title
TORONTO DOMINION (TEXAS), INC.,
individually, as documentation agent
and as Co- Agent
/s/ Xxxx Xxxxxxx
By: --------------------------------
Name:
Title
Notwithstanding any other provisions of this Agreement and in addition to the
limit set forth above, at no time shall (a) the aggregate principal amount of
all outstanding Swing Line Loans plus the aggregate principal amount of all
Revolving Credit Loans outstanding exceed the Total Commitment then in effect or
(b) the sum of the aggregate outstanding Swing Line Loans plus all outstanding
Revolving Credit Loans made by BankBoston exceed BankBoston's Commitment
Percentage of the Total Commitment then in effect.
(b) Notice of Borrowing. When the Borrower desires the Swing Line
Bank to make a Swing Line Loan, it shall send to the Administrative Agent and
the Swing Line Bank a Loan Request, which shall set forth the principal amount
of the proposed Swing Line Loan and the date on which the proposed Swing Line
Loan would mature (the "Swing Line Loan Maturity Date"), which shall in no event
be later than the Maturity Date. Each such Loan Request must be received by the
Swing Line Bank not later than 12:00 p.m. (Boston time) on the date of the
proposed borrowing. Each Loan Request shall be irrevocable and binding on the
Borrower and shall obligate the Borrower to borrow the Swing Line Loan from the
Swing Line Bank on the proposed Drawdown Date thereof. Upon satisfaction of the
applicable conditions set forth in this Agreement, on the proposed Drawdown Date
the Swing Line Bank shall make the Swing Line Loan available to the Borrower no
later than 3:00 p.m. (Boston time) on the proposed Drawdown Date by crediting
the amount of the Swing Line Loan to the Borrower's account maintained with
LaSalle National Bank, Chicago, ABA #000-000-000, Account #00-0000-0 in the name
of United States Cellular Corporation; provided that the Swing Line Bank shall
not advance any Swing Line Loans after it has received notice from any Bank or
the Administrative Agent that a Default or Event of Default has occurred and
stating that no new Swing Line Loans are to be made until such Default or Event
of Default has been cured or waived in accordance with the provisions of this
Credit Agreement. The Swing Line Bank shall not be obligated to make any Swing
Line Loans at any time when any Bank is a Delinquent Bank unless the Swing Line
Bank has entered into arrangements satisfactory to it to eliminate the Swing
Line Bank's risk with respect to such Delinquent Bank, including by cash
collateralizing such Delinquent Bank's Commitment Percentage of the outstanding
Swing Line Loans and any such additional Swing Line Loans to be made.
(c) Interest on Swing Line Loans. The outstanding amount of each
Swing Line Loan shall bear interest from the Drawdown Date thereof until repaid
in full at the rate per annum equal to the Base Rate from time to time in effect
less one-half of one percent (0.50%), except as otherwise provided in section
3.11, and shall be paid quarterly in arrears on the last day of each calendar
quarter.
(d) Repayment of Swing Line Loans. The Borrower shall repay each
outstanding Swing Line Loan on or prior to the Swing Line Loan Maturity Date
relating thereto. Upon notice by the Swing Line Bank on any Business Day
(whether before or on the Maturity Date), each of the Banks hereby agrees to
make payments to the Administrative Agent, for the account of the Swing Line
Bank, on the next succeeding Business Day following such notice, in an amount
equal to such Bank's Commitment Percentage of the aggregate amount of all Swing
Line Loans outstanding. The parties hereto agree that such payments made to the
Administrative Agent for the pro rata account of the Swing Line Bank shall
constitute Revolving Credit Loans made to the Borrower hereunder, except that
such Loans shall bear interest from the date of such payment to the
Administrative Agent until repaid in full at the per annum rate equal to the
Base Rate from time to time in effect less one-half of one percent (0.50%),
except as otherwise provided for in section 3.11. The proceeds thereof shall be
applied directly to the Swing Line Bank to repay the Swing Line Bank for such
outstanding Swing Line Loans. Each Bank hereby absolutely, unconditionally and
irrevocably agrees to make such Revolving Credit Loans upon one
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In proving this Credit Agreement it shall not be necessary to produce or account
for more than one such counterpart signed by the party against whom enforcement
is sought.
Section 20. ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Credit Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in section 22.
Section 21. WAIVER OF JURY TRIAL. The Borrower hereby waives its
right to a jury trial with respect to any action or claim arising out of any
dispute in connection with this Credit Agreement or any of the other Loan
Documents, any rights or obligations hereunder or thereunder or the performance
of such rights and obligations. The Borrower (a) certifies that no
representative, agent or attorney of any Bank or the Administrative Agent has
represented, expressly or otherwise, that such Bank or the Administrative Agent
would not, in the event of litigation see to enforce the foregoing waivers and
(b) acknowledges that the Banks have been induced to enter into this Credit
Agreement and the other Loan Documents by, among other things, the Borrower's
waivers and certifications contained herein.
Section 22. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise
expressly provided in this Credit Agreement, any consent or approval required or
permitted by this Credit Agreement to be given by the Banks may be given, and
any term of this Credit Agreement or of any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by the
Borrower of any terms of this Credit Agreement or such other instrument or the
continuance of any Default or Even of Default may be waived (either generally or
in a particular instance and either retroactively or prospectively) with, but
only with, the written consent of the Borrower and the written consent of the
Majority Banks. Notwithstanding the foregoing, (I) the term and the amount of
the Commitments of the Banks may not be changed, (ii) the rate of interest on
the Loans and the amount of the Facility Fee hereunder may not be decreased,
(iii) the terms of Section 2.9 may not be changed without the written consent of
the Swing Line Bank and the Majority Banks, and (iv) the terms of this Section
22 may not be changed without the written consent of the Borrower and the
written consent of each of the Banks; the definition of Majority Banks or the
number of Banks required for any consent or approval hereunder may not be
amended without the written consent of each of the Banks; and Section 11 may not
be amended without the written consent of each of the Agents. No waiver shall
extend to or affect any obligation not expressly waived or impair any right
consequent thereon. No course of dealing or delay or omission on the part of any
Bank or Agent in exercising any right shall operate as a waiver thereof or
otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall
entitle the Borrower to other or further notice or demand in similar or other
circumstances.
Section 23. FCC APPROVAL. Notwithstanding anything to the contrary
contained in this Credit Agreement or in the other Loan Documents, neither the
Administrative Agent nor any Bank will take any action pursuant to this
Agreement or any of the other Loan Documents which would constitute or result in
a change in control of the Borrower or any of its Subsidiaries requiring the
prior approval of the FCC without first obtaining such prior approval of the
FCC. After the occurrence of an Event of Default, the Borrower shall take or
cause to be taken any action which the Administrative Agent may reasonably
request in order to obtain from the FCC such approval as may be necessary to
enable the Administrative Agent to exercise and enjoy the full rights and
benefits granted to the Administrative Agent, for the benefit of the Banks and
the Agents, by this Credit Agreement or any of the other Loan Documents,
including, at the Borrower's cost and expense, the use of the Borrower's
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