Re: Accelerated Share Repurchase

Exhibit 10.1

EXECUTION VERSION

United States Cellular Corporation
c/o Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, IL 60602

        April 4, 2007

Re: Accelerated Share Repurchase

Ladies and Gentlemen:

        This letter (the “ Letter Agreement ”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Limited (“ Citigroup ”), acting through Citigroup Global Markets Inc. (“ CGMI ”) as agent, and United States Cellular Corporation (the “ Company ”) in relation to shares of the Company’s Common Shares, par value $1.00 (the “ Common Stock ”).

Citigroup is authorized and regulated by the Financial Services Authority. Citigroup is entering into this Transaction as principal and not as an agent for any other party.

CGMI MAY HAVE ACTED AS AGENT IN CONNECTION WITH THIS TRANSACTION. CITIGROUP IS NOT REGISTERED AS A BROKER-DEALER UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. CITIGROUP IS YOUR COUNTERPARTY TO THIS TRANSACTION. IF CGMI ACTS AS AGENT, ITS OBLIGATIONS ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIGROUP OR COMPANY, AS THE CASE MAY BE, OR DELIVERS TO CITIGROUP OR COMPANY. IN TRANSMISSION OF THE LETTER AGREEMENT, CGMI DOES NOT GUARANTEE EITHER PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE OR OTHER SERVICES.

I. Definitions

        As used in this Letter Agreement, the following terms shall have the following meanings:

        “ Cash Tender Termination ” has the meaning specified in Section VIII(a).

        “ Corporate Event Termination ” has the meaning specified in Section VIII(b).

        “ Cut-Off Event ” means that, on April 4, 2009, the Remaining Share Amount with respect to this Transaction is greater than zero (0).

        “ Defaulting Party ” has the meaning specified in Section IX.

        “ Delisting Termination ” has the meaning specified in Section VIII(c).

        “ Discount Per Share ” means $0.62.

        “ Disrupted Day ” means a Trading Day on which a Market Disruption Event occurs.

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        “ Dividend Amount ” means, subject to adjustment in accordance with Section VII, an amount equal to the sum, for each ex-date for dividends on the Common Stock that occurs during the Pricing Period, of the Expected Dividend Amount multiplied by the Remaining Share Amount on such ex-date.

        “ Dividend Event Termination ” has the meaning specified in Section VII(b).

        “ Exchange ” means American Stock Exchange or any successor exchange.

        “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

        “ Expected Dividend Amount ” has the meaning specified in Section VII(a).

        “ Final Notice Date ” means January 4, 2009.

        “ Final Notice Event ” means the occurrence of the failure by the Company to provide Citigroup with the Pricing Period Notice by the Final Notice Date.

        “ Indemnified Party ” has the meaning specified in Section XIV.

        “ Initial Settlement Date ” has the meaning specified in Section II(b).

        “ Initial Share Price ” has the meaning specified in Section II(a).

        “ Loss ” has the meaning specified in Section X(a).

        “ Loss Notice ” has the meaning specified in Section X(a).

        “ Loss of Borrow Termination ” has the meaning specified in Section VI(b).

        “ Make-Whole Amount ” has the meaning specified in Section III(d).

        “ Market Disruption Event ” means any (i) suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, (ii) event that disrupts or impairs (in the reasonable business judgment of Citigroup) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock or (iii) material decrease, on any Trading Day, in the trading volume for the Common Stock such that in the reasonable business judgment of Citigroup it cannot purchase the contemplated number of shares for such Trading Day.

        “ Maximum Borrow Cost ” means 25 basis points per annum based on the closing price per share of Common Stock on the Trading Day immediately preceding the relevant day.

        “ Non-Defaulting Party ” has the meaning specified in Section IX.

        “ Number of Initial Shares ” has the meaning specified in Section II(a).

        “ Payment Shares ” has the meaning specified in Section III(b).

        “ Pricing Period ” means the period of Trading Days commencing on the Pricing Period Commencement Date and ending on the Trading Day, on which the Remaining Share Amount is equal to zero.

        “ Pricing Period Commencement Date ” has the meaning set forth in Annex C hereto.

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        “ Pricing Period Notice ” has the meaning specified in Section IV(b)(1).

        “ Private Placement Agreement ” has the meaning set forth in Annex B hereto.

        “ Private Placement Price ” has the meaning set forth in Annex B hereto.

        “ Private Placement Settlement ” has the meaning set forth in Section III(b).

        “ Private Securities ” has the meaning set forth in Annex B hereto.

        “ Prospectus ” has the meaning specified in Annex A hereto.

        “ Purchase Date ” has the meaning specified in Section II(a).

        “ Purchase Price ” has the meaning specified in Section II(a).

        “ Refund Shares ” has the meaning specified in Section III(a).

        “ Registered Settlement ” has the meaning set forth in Section III(b).

        “ Registration Statement ” has the meaning specified in Annex A hereto.

        “ Regulation M ” means Regulation M under the Exchange Act.

        “ Remaining Share Amount ” for any Trading Day equals (i) the Number of Initial Shares, minus (ii) the cumulative number of shares of Common Stock that Citigroup has repurchased to cover its short position in respect of this Transaction. For the avoidance of doubt, such shares shall be considered repurchased by Citigroup as of the Trading Day on which such transactions settle.

        “ Repurchase Procedures ” has the meaning specified in Section IV(b).

        “ Rule 10b-18 ” means Rule 10b-18 under the Exchange Act.

        “ SEC ” has the meaning specified in Annex A hereto.

        “ Securities Act ” means the Securities Act of 1933, as amended.

        “ Settlement Amount ” means (a) the Purchase Price minus (b) the product of (i) the Number of Initial Shares and (ii) the Settlement Price, minus (c) the Dividend Amount hereunder.

        “ Settlement Date ” means the fourth Trading Day immediately following the last day of the Pricing Period.

        “ Settlement Price ” means the average price per share of Common Stock paid by Citigroup to purchase the Number of Initial Shares during the Pricing Period.

        “ Share Cap ” means, as of any date of determination, two (2) times the Number of Initial Shares minus the number of shares of Common Stock delivered by the Company to Citigroup on or prior to such date hereunder (in each case subject to adjustment pursuant to Section VI(b) and VIII).

        “ Trading Day ” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

        “ Transaction ” means the transaction contemplated by this Letter Agreement.

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        “ Transfer Agreement ” has the meaning specified in Annex A hereto.

        “ Valuation Period ” means a period commencing on the first Trading Day immediately following the last Trading Day of the Pricing Period and ending on the Trading Day, on which Citigroup completes its purchase of Refund Shares or sale of Payment Shares, as the case may be, and as determined in good faith by Citigroup in consultation with the Company.

        “ Valuation Share Amount ” means, for any Trading Day during the Valuation Period, the quotient of (i) the absolute value of a portion of the Settlement Amount elected by the Company for such Trading Day to be paid in shares of Common Stock, divided by (ii) the closing price for the immediately preceding Trading Day.

II. Initial Shares

        (a)        Purchase. Subject to the terms and conditions of this Letter Agreement, the Company agrees to purchase from Citigroup, and Citigroup will sell to the Company, on the date hereof or on such other Trading Day as the Company and Citigroup shall otherwise agree (the “ Purchase Date ”), 670,000 shares of Common Stock (“ Number of Initial Shares ”) at a price equal to the product of (i) such Number of Initial Shares and (ii) the amount equal to (A) closing price per share of the Common Stock on the date hereof (the “ Initial Share Price ”) minus (B) the Discount Per Share (such product, the “ Purchase Price ”) and the Company shall pay Citigroup an additional amount equal to the product of the Number of Initial Shares and the commission of $0.02 per share. Such purchase and sale shall be effected in accordance with Citigroup’s customary procedures.

        (b)        Initial Settlement. On the third Trading Day immediately following the Purchase Date (the “Initial Settlement Date ”), Citigroup shall deliver the Number of Initial Shares to the Company, upon payment by the Company of the Purchase Price in U.S. dollars.

III. Pricing Adjustment and Settlement

        (a)        Citigroup Settlement Obligation. If, following the expiration of the Pricing Period, the Settlement Amount is greater than zero, as an adjustment to the Purchase Price, on the Settlement Date (i) Citigroup shall make a cash payment to the Company in an amount equal to the Settlement Amount or, (ii) if the Company so elects pursuant to this paragraph, in lieu of such cash payment, Citigroup shall (A) transfer to the Company through its agent, for no additional consideration, a number of shares of Common Stock equal to the portion of the Settlement Amount elected by the Company to be paid in shares of Common Stock divided by the weighted average price at which Citigroup purchases shares of Common Stock during the Valuation Period (the “Refund Shares ”) and (B) make a cash payment to the Company in an amount equal to the portion of the Settlement Amount elected by the Company to be paid in cash, if any. The Company shall notify Citigroup in writing of its election to receive the Settlement Amount as (A) Refund Shares or (B) a combination of Refund Shares and cash at least ten scheduled Trading Days prior to the final Trading Day of the Pricing Period; provided that the failure to make such election and notify Citigroup in accordance with this sentence shall constitute an irrevocable election by the Company to receive a cash payment.

        (b)        Company Settlement Obligation. If, following the expiration of the Pricing Period, the Settlement Amount is less than zero, as an adjustment to the Purchase Price, on the Settlement Date (i) the Company shall make a cash payment to Citigroup in an amount equal to the absolute value of the Settlement Amount or, (ii) if the Company so elects pursuant to this paragraph, in lieu of such full cash payment, the Company shall either (A) transfer to Citigroup, through its agent, for no additional consideration, a number of shares of Common Stock equal to the sum of the Valuation Share Amounts for each of the Trading Days in the Valuation Period (the “ Payment Shares ”); provided that in no event shall the Company be required to deliver a number of shares of Common Stock that exceeds the Share Cap. The Company shall notify Citigroup in writing of its election (i) to pay the absolute value of the Settlement Amount by delivery of

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(A) Payment Shares or (B) a combination of Payment Shares and cash, and, (ii) if applicable, to effect such delivery of Payment Shares in accordance with Annex A (“Registered Settlement ”) or Annex B (“ Private Placement Settlement ”) to this Letter Agreement; provided that (A) the failure to make an election and notify Citigroup in accordance with the preceding sentence with respect to matters described in clause (i), shall constitute an irrevocable election by the Company to make a cash payment, and, (B) the failure to make an election and notify Citigroup with respect to matters described in clause (ii), shall constitute an election of “Private Placement Settlement”.

        (c)        Refund Shares Transfer. If Refund Shares are to be transferred to the Company, Citigroup shall deliver the Refund Shares to the Company on the fourth Trading Day following the last day of the Valuation Period.

        (d)        Payment Shares Transfer. If Payment Shares are to be transferred to Citigroup, such Payment Shares shall be transferred to Citigroup in a manner contemplated by paragraph (b). Citigroup may, but shall not be obligated to, resell Payment Shares during the Valuation Period. In the event, and only in the event, that Citigroup chooses to resell the Payment Shares during the Valuation Period and the proceeds of such sales (net of brokerage costs) are less than the absolute value of the Settlement Amount elected by the Company to be paid in Payment Shares (or if less than all of the Payment Shares are resold, the applicable pro rata portion thereof), Citigroup shall provide notice thereof to the Company and the Company shall, by the close of business on the third Trading Day following the last day of the applicable Valuation Period, at the Company’s option, either (A) pay in cash an amount equal to such deficit (the “ Make-Whole Amount” ) or (B) deliver to Citigroup a number of additional Payment Shares equal to (x) the Make-Whole Amount divided by (y) the closing price of the Common Stock on the Exchange on the final day of the applicable Valuation Period; provided , however , that in no event shall the Company be required to deliver a number of shares of Common Stock that exceeds the Share Cap. The provisions of this paragraph shall be applied successively until the aggregate proceeds (net of brokerage costs) received by Citigroup equal the Make-Whole Amount (or the applicable pro rata portion thereof).

        (e)        Delivery Limitation. Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, on any day, Citigroup (or its agent or affiliate) shall not be obligated to deliver or receive any shares of Common Stock to or from the Company and the Company shall not be entitled to receive any shares of Common Stock if such receipt or delivery would result in Citigroup directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time in excess of 4.9% of the outstanding shares of Common Stock. Any purported receipt or delivery of shares of Common Stock shall be void and have no effect to the extent (but only to the extent) that any receipt or delivery of such shares of Common Stock would result in Citigroup directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock. If, on any day, any delivery or receipt of shares of Common Stock by Citigroup (or its agent or affiliate) is not effected, in whole or in part, as a result of this provision, Citigroup’s and the Company’s respective obligations to make or accept such receipt or delivery shall not be extinguished and such receipt or delivery shall be effected over time as promptly as Citigroup reasonably determines that such receipt or delivery would not result in Citigroup directly or indirectly beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

        (f)        Company Settlement Representations. The Company represents and warrants, as of each Trading Day in a Valuation Period for which the Company has elected to receive Refund Shares, that each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in the circumstances under which they were made; provided that, if the Company is unable to make such representations on any such Trading Day, the parties agree that Citigroup shall refrain from purchasing Refund Shares until the Company is able to make such representations.

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IV. Citigroup Purchases and the Pricing Period

        (a)        Citigroup Repurchases . The parties acknowledge and agree that, during the Pricing Period, Citigroup may purchase shares of Common Stock in connection with the transactions contemplated by this Letter Agreement. Citigroup will conduct such purchases in accordance with the Repurchase Procedures described in Section IV(b) below.

        (b)        Repurchase Procedures . If on any Trading Day following the Purchase Date, the Company intends to cause Citigroup to effect any purchases of shares of Common Stock contemplated by this Section IV(b), then prior to, and as a condition, to Citigroup’s complying with such instructions, the Company shall comply with the procedures described in this paragraph (b) (such procedures, “ Repurchase Procedures ”), in the following manner:

             (i)        On or prior to the third Trading Day immediately preceding the first scheduled Trading Day of a proposed Pricing Period, the Company shall deliver to Citigroup an irrevocable written notice (facsimile notices shall be acceptable for that purpose) substantially in a form of an Annex C attached hereto (the “ Pricing Period Notice ”) and instructing Citigroup to commence its purchasing activities during such Pricing Period, it being understood that the Company may deliver one or more Pricing Period Notices from time to time prior to the Final Notice Date and that such notices may be one-day market orders or longer term orders.

             (ii)        By delivering such Pricing Period Notice, in addition to the representations specifically made in such notice, the Company shall be deemed to repeat, as of such Trading Day, the representations, warranties and agreements by the Company contained in Section XII (a), (e), (f), (h) and (i) of this Letter Agreement.

             (iii)        If, with respect to any Trading Day in the Pricing Period, the Company fails to provide Citigroup with a Pricing Period Notice, in the manner and form contemplated in paragraphs (i) and (ii) above, Citigroup shall not be obligated to follow any instructions of the Company and shall not make any purchases of Common Stock on such Trading Day in connection with the transactions contemplated by this Letter Agreement.

        (c)        Manner of Repurchases . To the extent the Company has provided any instructions to Citigroup in the Pricing Period Notice, Citigroup shall use its good faith efforts to follow such instructions; provided , that, in the event that the Company has not provided any relevant instructions in such Pricing Period Notice, Citigroup shall determine, in its sole discretion, the timing, amount, prices and manner of such purchases of the shares of Common Stock on any Trading Day, including without limitation whether such purchases are made on any securities exchange or privately; provided that, in connection with such purchases, Citigroup shall use good faith efforts to make all purchases of Common Stock in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 as if such rule were applicable to such purchases.

        (d)        Notifications . Citigroup (or its agent or affiliate) shall use its good faith efforts to regularly provide confirmations of purchases of shares of Common Stock contemplated in paragraph (b) of this Section IV to the Company and to such other persons or agents of the Company as the Company shall designate in writing.

        (e)        Regulatory Suspension . In the event that Citigroup reasonably concludes in good faith, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Citigroup), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day. Citigroup shall promptly notify the Company upon exercising its rights pursuant to this Section IV(e) and shall subsequently notify the Company in writing on the day Citigroup believes that it may

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resume purchasing Common Stock. Citigroup shall not be required to communicate to the Company the reason for Citigroup’s exercise of its rights pursuant to this Section IV(e) if Citigroup reasonably determines in good faith that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

V. Company Purchases

        During the Pricing Period and the Valuation Period, the Company shall not, and shall cause its affiliated purchasers (as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period and the Valuation Period and thereafter until all payments or deliveries of shares pursuant to Section III have been made. During such time, any purchases of Common Stock by the Company shall be made through Citigroup or its affiliates, subject to such reasonable conditions as Citigroup or such affiliate shall impose, and in compliance with Rule 10b-18 or otherwise in a manner that the Company and Citigroup believe is in compliance with applicable requirements.

VI. Borrow Events

        (a)        Borrow Cost Increase . If at any time during this Transaction, Citigroup does not, after using commercially reasonable efforts, successfully borrow Common Stock (up to a number equal to the Remaining Share Amount) on terms that require Citigroup to pay or bear costs in connection with such borrow in an amount less than or equal to the Maximum Borrow Cost, then Citigroup will act in good faith and in a commercially reasonable manner (and in consultation with the Company) to (a) make the corresponding adjustment(s), if any, to any variable relevant to the exercise, valuation, settlement or payment terms as Citigroup determines appropriate to account for any excess borrowing costs and (b) determine the effective date(s) of the adjustment(s).

        (b)        Loss of Borrow Termination . On any Trading Day, Citigroup may elect to terminate (“ Loss of Borrow Termination ”) this Transaction, in whole or in part, as the case may be, in the event and pro rata to the extent it is no longer able, after commercially reasonable efforts, to borrow (or maintain a borrowing of) shares of Common Stock in an amount equal to the Remaining Share Amount. Upon the occurrence of a Loss of Borrow Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citigroup, the Non-Defaulting Party.

VII. Dividend Event

        (a)        Dividend Amount . If 100% of the aggregate gross cash dividends per share of Common Stock (including any cash extraordinary dividends) declared by the Company and for which the ex-date occurs at any time during the Pricing Period exceeds $0.00 per share of Common Stock (subject to adjustment in accordance with Section VIII) (the “ Expected Dividend Amount ”) per calendar quarter, a Dividend Event shall be deemed to have occurred.

        (b)        Dividend Event Termination . Upon the occurrence of a Dividend Event, on any Trading Day on or after the occurrence of such Dividend Event, Citigroup may elect to terminate this Transaction (a “ Dividend Event Termination ”). Upon the occurrence of a Dividend Event Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citigroup, the Non-Defaulting Party.

VIII. Extraordinary Events

        (a)        Tender Offers . In the event an offer is made to the holders of Common Stock to tender in excess of 10% of the outstanding shares of Common Stock for cash, Citigroup may, in its reasonable

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discretion, (i) adjust the terms of this Transaction, so that (x) the final day of the Pricing Period shall be the earlier of the scheduled final Trading Day of the Pricing Period and the date the tender offer is consummated and (y) for each of the Trading Days in the Pricing Period following the date on which the offer is made, the price used in computing the Settlement Price shall equal the price per share of Common Stock at which the tender offer is to be consummated, where Citigroup shall notify the Company in writing as to the terms of any adjustment made pursuant to this Section VIII(a) no later than 5 days after the tender offer is made or (ii) elect to terminate this Transaction (a “ Cash Tender Termination ”). Upon the occurrence of a Cash Tender Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citigroup, the Non-Defaulting Party.

        (b)        Corporate Events . In the event of any corporate event involving the Company or the Common Stock not specifically addressed in subsection (a) of this Section VIII (including, without limitation, the announcement of a non-cash dividend, stock split, reorganization, merger, offer to tender Common Stock for consideration other than cash, rights offering, recapitalization or spin-off) or in the event that Citigroup, in its reasonable good faith judgment, determines that the adjustments described in subsection (a) of this Section VIII will not result in an equitable adjustment of the terms of this Transaction, Citigroup may (i) adjust the terms of this Transaction (including, without limitation, with respect to the Expected Dividend Amount and the number of Trading Days in the Pricing Period) as in the exercise of its good faith judgment it deems appropriate under the circumstances or (ii) elect to terminate this Transaction (a “ Corporate Event Termination ”). Upon the occurrence of a Corporate Event Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citigroup, the Non-Defaulting Party.

        (c)        Delisting . In the event that the Exchange announces that pursuant to the rules of such Exchange, the Common Stock ceases (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than the occurrence of an event addressed in subsections (a) or (b) of this Section VIII) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union), Citigroup may (i) adjust the terms of this Transaction or (ii) elect to terminate this Transaction (a “ Delisting Termination ”). Upon the occurrence of a Delisting Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citigroup, the Non-Defaulting Party.

IX. Events of Default

        In addition to events contemplated by Sections VI(b), VII(b) and VIII, the occurrence of any of the following events with respect to a party (such party, the “ Defaulting Party ” with respect to such event, and the other party, the “ Non-Defaulting Party ”) shall be an Event of Default:

        (a)        Payment . The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

        (b)        Breach . Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

        (c)        Performance . The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for 5 business days after written notice of such failure has been sent to the Defaulting Party.

        (d)        Insolvency . (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee,

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custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) — (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

        (e)        Cut-Off . A Cut-Off Event shall occur.

        (f)        Final Notice . A Final Notice Event shall occur.

        (g)        Cross-Default . Any loan or other obligation in respect of borrowed money (whether present or future, contingent or otherwise, as principal or surety or otherwise) of a party in an amount,