0001104659-11-027906 Sample Contracts

UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Terms Agreement • May 11th, 2011 • United States Cellular Corp • Radiotelephone communications • New York
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SIXTH SUPPLEMENTAL INDENTURE
Sixth Supplemental Indenture • May 11th, 2011 • United States Cellular Corp • Radiotelephone communications • Illinois

This SIXTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2011 (the “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 The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), a national banking association, as trustee (the “Trustee”).

UNITED STATES CELLULAR CORPORATION (a Delaware corporation) Debt Securities TERMS AGREEMENT
Terms Agreement • May 11th, 2011 • United States Cellular Corp • Radiotelephone communications

We understand that United States Cellular Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of its senior debt securities (the “Securities”) (such securities also being hereinafter referred to as the “Initial Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Initial Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.

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