Item 1.01. Entry into a Material Definitive Agreement

On November 9, 2022 (Effective Date), Telephone and Data Systems, Inc. (TDS) entered into a $150 million Credit Agreement (Credit Agreement) by and between TDS as Borrower and Export Development Canada as Lender.

The Credit Agreement provides TDS with a $150 million term loan credit facility to finance (or refinance) the purchase of goods and services (including goods and services purchased prior to the Effective Date) from Nokia OYJ.

Borrowings under the Credit Agreement bear interest, at TDS' option, either at a secured overnight financing rate (SOFR) or at an alternative base rate, plus, in each case, an applicable margin.

The two financial covenants described below are included in the Credit Agreement:

1.Consolidated Interest Coverage Ratio (the ratio of Consolidated EBITDA to Consolidated Interest Charges) may not be less than 3.00 to 1.00 as of the end of any fiscal quarter.

2.Consolidated Leverage Ratio (the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA) may not be greater than 3.75 to 1.00 as of the end of any fiscal quarter.

The term loan under the Credit Agreement is unsecured, subject to certain limitations. Additionally, certain wholly-owned subsidiaries are guarantors under the Credit Agreement.

The Credit Agreement includes representations and warranties, covenants, events of default and other terms and conditions that are substantially similar to TDS' existing term loan and revolving credit agreements.

A Change in Control, as such term is defined in the Credit Agreement, of TDS would constitute a default and would enable the Lender to require all borrowings outstanding under the Credit Agreement to be repaid.

The continued availability of the Credit Agreement requires TDS to comply with certain negative and affirmative covenants, maintain the above financial ratios and provide representations on certain matters at the time of each borrowing.

The Credit Agreement permits TDS to make one or more borrowings aggregating up to $150 million from the Effective Date to the earliest of (a) April 9, 2023, (b) the date of termination of the commitment, and (c) the date of termination of the commitment of the Lender to make loans.

Amounts borrowed under the Credit Agreement will be due and payable on the earlier of (i) the date of acceleration of the obligations and (ii) the five year anniversary of the first borrowing.

The foregoing brief description is qualified by reference to the copy of the Credit Agreement attached hereto as Exhibit 4.1, which is incorporated herein by reference, and which identifies all the lenders thereto.

The Lender under the Credit Agreement also serves as a Mandated Lead Arranger and a Lender under a credit agreement for United States Cellular Corporation, a subsidiary of TDS.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits



(d)  Exhibits

Exhibit Number                 Description of Exhibits
4.1                              Credit Agreement, between TDS as Borrower and Export Development
                               Canada as Lender, dated as of November 9, 2022, including the form of
                               subsidiary Guaranty.
104                            Cover Page Interactive Data File - the cover page XBRL tags are
                               embedded within the Inline XBRL document.

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