EXHIBIT 4.1
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2002 (the
"Second Supplemental Indenture"), is entered into by and among United States
Cellular Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (the "Company"), and BNY Midwest Trust Company, an
Illinois trust company, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to an Indenture, dated
as of June 1, 2002 (the "Indenture"), relating to the issuance from time to time
by the Company of its Securities on terms to be specified at the time of
issuance;
WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee, without the
consent of any Holders of Securities, to establish the form or terms of
securities of any series as permitted by Section 2.01 of the Indenture, add to
the covenants of the Company, add provisions that are not inconsistent with the
other provisions and do not adversely affect the rights of holders of Securities
and to add Events of Default with respect to all or any series of outstanding
Securities;
WHEREAS, pursuant to Section 9.01(b), (d), (e) and (f) of the
Indenture, this Second Supplemental Indenture does not require the consent of
any holders of Securities; and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid and legally binding agreement of the Company, the Company and
the Trustee and a valid amendment of and supplement to the Indenture have been
done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of the Series
of Securities provided for herein, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders of
the Securities of each such Series as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS; RULES OF
CONSTRUCTION
SECTION 1.1 RELATION TO INDENTURE. This Supplemental Indenture
constitutes an integral part of the Indenture.
section 1.2 DEFINITIONS. For all purposes of this Supplemental
Indenture, the following terms shall have the respective meanings set forth in
this Section.
"Assets" means the gross dollar amount of assets, as defined by
generally accepted accounting principles, less accumulated depreciation and
amortization.
"Capitalized Rent" means the present value (discounted semi-annually at
a discount rate equal to the weighted average rate of interest borne by the
Securities then Outstanding) of the total net amount of rent payable for the
remaining term of any lease of property by the Company (including any period for
which any lease has been extended); PROVIDED, HOWEVER, that no such rental
obligation shall be deemed to be Capitalized Rent unless the lease resulted from
a Sale and Leaseback Transaction. The total net amount of rent payable under any
lease for any period shall be the total amount of the rent payable by the lessee
with respect to such period but shall not include amounts required to be paid on
account of maintenance and repairs, insurance, taxes assessments, water rates,
sewer rates and similar charges.
"Capital Stock" means and includes any and all shares, interests,
participations or other equivalents (however designated) of ownership in a
corporation or other Person.
"Consolidated Assets" means the Assets of the Company and its
Subsidiaries determined on a consolidated basis as of the end of the Company's
then most recently reported fiscal year or quarter, as the case may be,
including minority interests in Subsidiaries.
"Control" means ownership of voting power sufficient to elect a
majority of the directors or other members of the governing body of any Person.
"Debt" means, with respect to a Person, all obligations of such Person
for borrowed money and all such obligations of any other Person for borrowed
money guaranteed by such Person.
"Funded Debt" means any Debt maturing by its terms more than one year
from its date of issuance (notwithstanding that any portion of such Debt is
included in current liabilities).
"Lien" means any mortgage, pledge, security interest, lien, charge or
other encumbrance.
"property" means any directly-held interest of a Person in any kind of
property or asset whether real, personal or mixed and whether tangible or
intangible, and includes capital stock or other ownership interests or
participations in or indebtedness of a subsidiary or other Person.
"Sale and Leaseback Transaction" means any arrangement with any Person
other than a Tax Consolidated Subsidiary providing for the leasing (as lessee)
by the Company of any property (except for temporary leases for a term,
including any renewal thereof, of not more than three years (providing that any
such temporary lease may be for a term of up to five years if (a) the Board of
Directors of the Company reasonably finds such term to be in the best interest
of the Company and (b) the primary purpose of the transaction of which such
lease is part is not to provide funds to or financing for the Company)), which
property has been or is to be sold or transferred by the Company (i) to any
subsidiary of the Company in contemplation of or in connection with such
arrangement or (ii) to such other Person.
"Secured Debt" means Debt of the Company secured by any Lien on
property (including Capital Stock or indebtedness of subsidiaries of the
Company) owned by the Company.
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"Tax Consolidated Subsidiary" means a subsidiary of the Company in
respect of which, at the time a Sale and Leaseback Transaction is entered into
by the Company, the Company would be entitled to file a consolidated federal
income tax return.
Capitalized terms used herein without definition shall have the same
meanings given them in the Indenture.
SECTION 1.3 RULES OF CONSTRUCTION. For all purposes of this
Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;
(c) the terms "herein", "hereof', "hereunder" and other words of
similar import refer to this Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the
Indenture, the definitions in this Supplemental Indenture shall control.
ARTICLE TWO
THE SECURITIES
There is hereby established a Series of Securities pursuant to the
Indenture with the following terms:
SECTION 2.1 TITLE OF THE SECURITIES. The Series of Securities shall be
designated the 8.75% Senior Notes due 2032 (the "Notes").
SECTION 2.2 LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The Notes will be
initially issued in an aggregate principal amount of up to $132,250,000 (except
for Notes authenticated and delivered upon registration of transfer of, in
exchange for or in lieu of other Notes). The aggregate principal amount of Notes
which may be authenticated and delivered shall be limited to $132,250,000.
section 2.3 FORM AND DATING.
(a) GENERAL. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $25.00 and integral multiples thereof.
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Supplemental Indenture, and the
Company and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and
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provisions and to be bound thereby. However, to the extent any provision of any
Notes conflicts with the express provisions of this Supplemental Indenture, the
provisions of this Supplemental Indenture shall govern and be controlling.
(b) BOOK-ENTRY PROVISIONS. The Notes shall be issued initially in
global form and the Company hereby designates The Depository Trust Company as
the initial Depositary for the Global Securities. Except as provided in Section
2.11 of the Indenture, owners of beneficial interests in Global Securities will
not be entitled to receive physical delivery of certificated Notes.
SECTION 2.4 OPTIONAL REDEMPTION. The Notes may be redeemed at the
option of the Company, in whole or in part, at any time on and after November 7,
2007 at a redemption price equal to 100% of the principal amount of the Notes
being redeemed on the redemption date, plus accrued and unpaid interest thereon
to the redemption date. The Company shall mail notice of any redemption at least
30 days but not more than 60 days before the redemption date to each registered
Holder of the Notes to be redeemed. Once notice of redemption is mailed, the
Notes called for redemption will become due and payable on the redemption date
and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.
ARTICLE THREE
ADDITIONAL COVENANTS OF THE COMPANY
SECTION 3.1 LIMITATIONS ON SECURED DEBT. So long as any of the Notes
remain Outstanding, the Company will not create or incur any Secured Debt
without in any such case effectively providing concurrently with the creation or
incurrence of any such Secured Debt that the Notes then Outstanding (together
with, if the Company shall so determine, any other Debt of or guaranteed by the
Company ranking equally with the Notes and then existing or thereafter created)
shall be secured equally and ratably with (or, at the option of the Company,
prior to) such Secured Debt, unless immediately after the incurrence of such
Secured Debt (and after giving effect to the application of the proceeds, if
any, therefrom), the aggregate principal amount of all Secured Debt, together
with the aggregate amount of Capitalized Rent in respect of Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions described in clauses
(a) to (f), inclusive, of Section 3.2), would not exceed 20% of the Consolidated
Assets; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to,
and there shall be excluded in computing Secured Debt for the purpose of such
restrictions, Secured Debt secured by:
(a) Liens on property existing at the time of acquisition of such
property by the Company, or Liens to secure the payment of all or any part of
the purchase price of property acquired or constructed by the Company (including
any improvements to existing property) created at the time of or within 270 days
following the acquisition of such property by the Company, or Liens to secure
any Secured Debt incurred by the Company prior to, at the time of or within 270
days following the acquisition of such property, which Secured Debt is incurred
for the purpose of financing all or any part of the purchase price thereof;
PROVIDED, HOWEVER, that in the case of any such acquisition, the Lien shall not
apply to any property theretofore owned by the Company (including property
transferred by the Company to any subsidiary of the Company in contemplation of
or in connection with the creation of such Lien) or to any property of the
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Company other than the property so acquired (other than, in the case of
construction or improvement, any theretofore unimproved real property or portion
thereof on which the property so constructed, or improvement, is located);
(b) Liens on property of a person (i) existing at the time such Person
is merged into or consolidated with the Company or at the time of a sale, lease
or other disposition of the properties of a Person as an entirety or
substantially as an entirety to the Company, (ii) resulting from such merger,
consolidation, sale, lease or disposition by virtue of any Lien on property
granted by the Company prior to such merger, consolidation, sale, lease or
disposition (and not in contemplation thereof or in connection therewith) which
applies to after-acquired property of the Company or (iii) resulting from such
merger, consolidation, sale, lease or disposition pursuant to a Lien or
contractual provision granted or entered into by such Person prior to such
merger, consolidation, sale, lease or disposition (and not at the request of the
Company); PROVIDED, HOWEVER, that any such Lien referred to in clause (i) shall
not apply to any property of the Company other than the property subject
thereto, at the time such Person or properties were acquired and any such Lien
referred to in clause (ii) or (iii) shall not apply to any property of the
Company other than the property so acquired;
(c) Liens existing on the date of this Supplemental Indenture;
(d) Liens in favor of a government or governmental entity to secure
partial progress, advance or other payments, or other obligations, pursuant to
any contract or statute or to secure any Debt incurred for the purpose of
financing all or any part of the cost of acquiring, constructing or improving
the property subject to such Liens (including, without limitation, Liens
incurred in connection with pollution control, industrial revenue, private
activity bond or similar financing);
(e) Liens arising by reason of deposits with, or the giving of any form
of security to, any governmental agency or any body created or approved by law
or governmental regulation, which Lien is required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege, franchise, license or permit;
(f) Liens for taxes, assessments or governmental charges or levies not
yet delinquent or governmental charges or levies already delinquent, the
validity of which charge or levy is being contested in good faith and for which
any reserves required in accordance with generally accepted accounting
principles have been established;
(g) Liens (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith and,
in the case of judgment liens, execution thereon is stayed and for which any
reserves required in accordance with generally accepted accounting principles
have been established;
(h) Liens on any equity interests owned by the Company or by any of its
subsidiaries in (i) Rural Cellular Corporation, Vodafone Group plc or any of
their respective successors, or (ii) any other person or persons that are not
directly, or indirectly through one or more intermediaries, controlled by the
Company or by any of its subsidiaries;
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(i) Liens upon or in any property or assets now owned or from time to
time hereafter acquired by the Company or any of its subsidiaries related in any
way to the ownership by the Company or by any of its subsidiaries of wireless
telecommunications towers, including, but not limited to, tower structures, land
on which towers are located, other real estate associated with such towers,
leases for towers or for tower sites, subleases, licenses, collocation
arrangements, easements and all other real property and other tangible or
intangible assets related thereto;
(j) Liens incurred and deposits made in the ordinary course of business
to secure surety and appeal bonds, leases, return-on-money bonds and other
similar obligations, exclusive of obligations for the payment of borrowed money;
and
(k) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in the
foregoing clauses (a) to (j), inclusive; PROVIDED, HOWEVER, that the principal
amount of Secured Debt secured thereby shall not exceed the principal amount of
Secured Debt secured thereby at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the Lien so extended, renewed or
replaced (plus improvements to such property).
SECTION 3.2 LIMITATION ON SALE AND LEASEBACK. The Company will not
enter into any Sale and Leaseback Transaction unless immediately thereafter (and
after giving effect to the application of the proceeds, if any, therefrom), the
aggregate amount of Capitalized Rent in respect of Sale and Leaseback
Transactions, together with the aggregate principal amount of all Secured Debt
(other than Secured Debt described in clauses (a) to (k), inclusive, of Section
3.1), would not exceed 20% of Consolidated Assets; PROVIDED, HOWEVER, that the
foregoing restrictions shall not apply to, and there shall be excluded in
computing the aggregate amount of Capitalized Rent for the purpose of such
restrictions, the following Sale and Leaseback Transactions:
(a) any Sale and Leaseback Transaction entered into to finance the
payment of all or any part of the purchase price of property acquired or
constructed by the Company (including any improvements to existing property) or
entered into prior to, at the time of or within 270 days after the acquisition
or construction of such property, which Sale and Leaseback Transaction is
entered into for the purpose of financing all or part of the purchase or
construction price thereof; PROVIDED, HOWEVER, that in the case of any such
acquisition, such Sale and Leaseback Transaction shall not involve any property
transferred by the Company to a subsidiary of the Company in contemplation of or
in connection with such Sale and Leaseback Transaction or involve any property
of the Company other than the property so acquired (other than, in the case of
construction or improvement, any theretofore unimproved real property or portion
thereof on which the property so constructed, or the improvement, is located);
(b) any Sale and Leaseback Transaction involving property of a Person
existing at the time such Person is merged into or consolidated with the Company
or at the time of a sale, lease or other disposition of the properties of a
Person as an entirety or substantially as an entirety to the Company;
(c) any Sale and Leaseback Transaction in which the lessor is a
government or governmental entity and which Sale and Leaseback Transaction is
entered into to secure partial
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progress, advance or other payments, or other obligations, pursuant to any
contract or statute or to secure any Debt incurred for the purpose of financing
all or any part of the cost of constructing or improving the property subject to
such Sale and Leaseback Transaction (including, without limitation, Sale and
Leaseback Transactions incurred in connection with pollution control, industrial
revenue, private activity bond or similar financing);
(d) any Sale and Leaseback Transaction involving any property or assets
now owned or from time to time hereafter acquired by the Company or any of its
subsidiaries related in any way to the ownership by the Company or by any of its
subsidiaries of wireless telecommunications towers, including, but not limited
to, tower structures, land on which towers are located, other real estate
associated with such towers, leases for towers or for tower sites, subleases,
licenses, collocation arrangements, easements and all other real property and
other tangible or intangible assets related thereto;
(e) any Sale and Leaseback Transaction the net proceeds of which are at
least equal to the fair value (as determined by the Board of Directors of the
Company) of the property leased pursuant to such Sale and Leaseback Transaction,
so long as within 270 days of the effective date of such Sale and Leaseback
Transaction, the Company applies (or irrevocably commits to an escrow account
for the purpose or purposes hereinafter mentioned) an amount equal to the net
proceeds of such Sale and Leaseback Transaction to either (x) the purchase of
other property having a fair value at least equal to the fair value of the
property leased in such Sale and Leaseback Transaction and having a similar
utility and function, or (y) the retirement or repayment (other than any
mandatory retirement or repayment at maturity) of (i) Notes, (ii) other Funded
Debt of the Company which ranks prior to or in a parity with the Notes or (iii)
indebtedness of any subsidiary of the Company maturing by its terms more than
one year from its date of issuance (notwithstanding that any portion of such
indebtedness is included in current liabilities) or preferred stock of any
subsidiary of the Company (other than any such indebtedness owed to or preferred
stock owned by the Company or any subsidiary of the Company); PROVIDED, however,
that in lieu of applying an amount equivalent to all or any part of such net
proceeds to such retirement or repayment (or committing such an amount to any
escrow account for such purpose), the Company may deliver to the Trustee
Outstanding Notes and thereby reduce the amount to be applied pursuant to (y) of
this clause (e) by an amount equivalent to the aggregate principal amount of the
Notes so delivered; and
(f) any Sale and Leaseback Transaction involving the extension, renewal
or replacement (or successive extensions, renewals or replacements) in whole or
in part of a lease pursuant to a Sale and Leaseback Transaction referred to in
the foregoing clauses (a) to (e), inclusive; PROVIDED, HOWEVER, that such lease
extension, renewal or replacement shall be limited to all or any part of the
same property leased under the lease so extended, renewed or replaced (plus
improvements to such property).
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ARTICLE FOUR
ADDITIONAL REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENTS OF DEFAULT
SECTION 4.1 ADDITIONAL EVENTS OF DEFAULT. In addition to the "Events of
Default" provided for in Section 6.01 of the Indenture, the following shall also
constitute "Events of Default" with respect to the Notes as contemplated by
Section 6.01(a)(6) of the Indenture:
(i) a default occurs under any instrument (including this
Indenture) under which there is at the time outstanding, or by which
there may be secured or evidenced, any indebtedness of the Company for
money borrowed by the Company (other than non-recourse indebtedness)
which results in acceleration (whether by declaration or automatically)
of, or the non payment at maturity (after giving effect to any
applicable grace period) of, such indebtedness in an aggregate amount
exceeding 2% of Consolidated Assets, in which case the Company shall
immediately give notice to the Trustee of such acceleration or
non-payment and (ii) there shall have been a failure to cure such
default or to discharge all such defaulted indebtedness within ten days
after notice thereof to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of
the Notes then Outstanding (excluding, if such defaulted indebtedness
includes the Notes, such Notes) and such acceleration shall not be
rescinded or annulled; PROVIDED, HOWEVER, that it shall not constitute
an Event of Default hereunder as long as the Company is contesting any
such default or acceleration in good faith and by appropriate
proceedings.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 RATIFICATION. The Indenture, as supplemented and amended by
this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed
SECTION 5.2 GOVERNING LAW. This Second Supplemental Indenture shall be
governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Indenture and its construction.
SECTION 5.3 COUNTERPARTS AND METHOD OF EXECUTION. This Second
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the same counterpart.
SECTION 5.4 SECTION TITLES. Section titles are for descriptive purposes
only and shall not control or alter the meaning of this Second Supplemental
Indenture as set forth in the text.
SECTION 5.5 TRUSTEE. The Trustee makes no representations and is not
responsible for the sufficiency, validity or legality of this Second
Supplemental Indenture. The statements herein are deemed to be those of the
Company and not of the Trustee.
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IN WITNESS WHEREOF, the Parties hereto have caused this Second
Supplemental Indenture to be duly executed all as of the day and year first
above written.
UNITED STATES CELLULAR CORPORATION
a Delaware corporation
By: /s/ XxXxx X. Xxxxxxx, Xx.
-----------------------------------------
Name: XxXxx X. Xxxxxxx, Xx.
Title: Chairman
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President - Finance (Chief
Financial Officer) and Treasurer
BNY MIDWEST TRUST COMPANY,
Trustee, an Illinois Trust Company
By: /s/ Xxxx Xxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
SIGNATURE PAGE TO SECOND
SUPPLEMENTAL INDENTURE
RE: SENIOR NOTES
EXHIBIT A TO SECOND SUPPLEMENTAL INDENTURE
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein. Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
No. _____ CUSIP: __________
ISIN: __________
UNITED STATES CELLULAR CORPORATION
8.75% SENIOR NOTES DUE 2032
Principal Amount: $_______________
Stated Maturity Date: November 1, 2032
Original Issue Date: November 7, 2002
Interest Rate: 8.75% per annum
UNITED STATES CELLULAR CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above, and to pay interest on said Principal Amount from
November 7, 2002 at the Interest Rate specified above on February 1, 2003 and
thereafter quarterly on May 1, August 1, November 1 and February 1 of each year
(each an "Interest Payment Date"), until the Principal Amount will have been
paid or duly provided for.
On an Interest Payment Date, interest will be paid to the persons in whose
names the Notes (as defined below) were registered as of the Record Date (the
"Record Date"). With respect to any Interest Payment Date, while the Notes
remain in the form of a Global Security, the Record Date will be one Business
Day prior to the relevant Interest Payment Date.
The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable
for any period shorter than a full quarterly interest period will be computed on
the basis of the number of days elapsed in a 90-
day quarter of three 30-day months. If any Interest Payment Date falls on a
Saturday, Sunday, legal holiday or a day on which banking institutions in the
City of New York are authorized by law to close, then payment of interest will
be made on the next succeeding business day and no additional interest will
accrue because of the delayed payment, except that, if such business day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding business day, with the same force and effect as if made on such date.
Payment of the principal of this Note and the interest thereon will be
made at the office or agency of the Company in the Borough of Manhattan, City
and State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.
The Notes are issuable only in registered form without coupons in
denominations of $25.00 and any integral multiple thereof.
The Notes will be redeemable at the option of the Company, in whole or in
part, at any time on and after November 7, 2007, upon not less than 30 nor more
than 60 days notice, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to the redemption date.
In case of any partial redemption, selection of the Notes for redemption
will be made by the Trustee on a pro rata basis, by lot or by such other method
as the Trustee in its sole discretion shall deem to be fair and appropriate,
although no Note of $25.00 in principal amount at maturity or less shall be
redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount at maturity equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note.
This Note is one of a duly authorized series of Securities of the Company,
issuable in one or more series under and pursuant to an Indenture dated as of
June 1, 2002 duly executed and delivered between the Company and BNY Midwest
Trust Company, as Trustee (herein referred to as the "Trustee"), and have been
designated pursuant to the Second Supplemental Indenture thereto dated October
31, 2002 (such Indenture, as originally executed and delivered and as thereafter
supplemented and amended being herein after referred to as the "Indenture").
Reference is made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the Indenture, Securities are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture provided. This Note is one of the series of Securities designated on
the face hereof.
Notes may be exchanged upon presentation thereof at the office or agency
of the Company designated for such purpose, for other Notes of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in the Indenture. In respect of any Notes so surrendered for
exchange, the Company will execute, the Trustee will authenticate and such
office or agency will deliver in exchange therefor the Note or Notes of the same
series which the
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Securityholder making the exchange will be entitled to receive, bearing numbers
not contemporaneously outstanding.
The Company will keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company a register or
registers (herein referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company will register the Notes
and the transfers of Notes. The registrar for the purpose of registering Notes
and transfer of Notes will initially be the Trustee or such other person as may
be subsequently appointed as authorized by Board Resolution or Company Order
(the "Note Registrar").
Upon surrender for transfer of any Note at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, or other location as aforesaid, the Company will execute, the
Trustee will authenticate and such office or agency will deliver in the name of
the transferee or transferees a new Note or Notes presented for a like aggregate
principal amount.
All Notes presented or surrendered for exchange or registration of
transfer will be accompanied (if so required by the Company or the Note
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Note Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.
Except as provided in the Indenture, no service charge will be assessed
for any exchange or registration of transfer of Notes, or issue of new Notes in
case of partial redemption, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto as
provided in the Indenture.
The Company will neither be required (i) to issue, exchange or register
the transfer of any Notes during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes and ending at the close of business on the day of such
mailing, nor (ii) to register the transfer of or exchange any Notes or portions
thereof called for redemption.
As long as this Note is represented in global form (the "Global Security")
registered in the name of The Depositary Trust Company or its nominee, except as
provided in the Indenture and subject to certain limitations therein set forth,
no Global Security shall be exchangeable or transferable.
So long as any Notes remain outstanding, the Company agrees to maintain an
office or agency with respect to each such series, which will be in the Borough
of Manhattan, the City and State of New York or at such other location or
locations as may be designated as provided in the Indenture, where (i) Notes may
be presented for payment, (ii) Notes may be presented as for registration of
transfer and exchange, and (iii) notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be given or
served, such designation to continue with respect to such office or agency until
the Company will, by written notice signed by an Authorized Officer and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. The Company may also from time to time designate
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one or more other offices or agencies for the foregoing purposes within or
outside the Borough of Manhattan, City of New York, and may from time to time
rescind such designations.
The Trustee or its agent at its offices in New York, New York will
initially act as Notes Registrar and paying agent for the Notes.
The Notes are not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal plus any accrued interest may
be declared due and payable in the manner and with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.
Prior to the due presentment for registration of transfer of any Notes,
the Company, the Trustee, any paying agent and any Note Registrar may deem and
treat the person in whose name such Note will be registered upon the books of
the Company as the absolute owner of such Note (whether or not such Note will be
overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Note Registrar) for the purpose of receiving payment of or
on account of the principal of and premium, if any, and (subject to the
Indenture) interest on such Note and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Note Registrar will be
affected by any notice to the contrary.
The Company and the Trustee may execute supplemental indentures without
the consent of any holder of Notes for certain purposes as specified in the
Indenture and with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities for certain other purposes as
specified in the Indenture.
No recourse will be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
THIS NOTE WILL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF
ILLINOIS, AND FOR ALL PURPOSES WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.
All terms used in this Note which are defined in the Indenture will have
the meanings assigned to them in the Indenture.
This Note will not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon will have been signed by or on behalf of
the Trustee.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.
UNITED STATES CELLULAR CORPORATION
a Delaware corporation
By:
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Name: XxXxx X. Xxxxxxx, Xx.
Title: Chairman
By:
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President - Finance
(Chief Financial Officer) and
Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated in accordance with,
and referred to in, the within-mentioned Indenture.
Dated:_______________
BNY Midwest Trust Company, as Trustee
By:___________________________
Authorized Signatory
SIGNATURE PAGE TO
GLOBAL SECURITY FOR
SENIOR NOTES
OF UNITED STATES CELLULAR CORPORATION
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
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--------------------------------------
Insert assignee's Social Security or tax I.D. no.
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(Print or type assignee's name, address and zip code)
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and all rights thereunder and irrevocably appoint
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agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.
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Dated:
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Notice: The signature to this assignment must
correspond with the name as it appears on the first
page of the within Note.
