Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of August 7, 2002 (the
"Supplemental Indenture"), is entered into between 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 Supplemental Indenture does not require the consent of any holders of
Securities; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid
and legally binding agreement of the Company and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, THIS 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 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 9% Series A Notes due 2032 (the "Notes").
SECTION 2.2 Limitation on Aggregate Principal Amount. The Notes will be
issued in an aggregate principal amount of $175,000,000 (except for Notes
authenticated and delivered upon registration of transfer of, in exchange for or
in lieu of other Notes).
SECTION 2.3 Form and Dating.
(a) General. The certificated 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 provisions and to be bound thereby. However,
to the extent any provision of any Notes conflicts
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with the express provisions of this Supplemental Indenture, the provisions of
this Supplemental Indenture shall govern and be controlling.
(b) Form of Notes. The Notes shall be issued initially in certificated
form. Thereafter the Notes may be issued in global form and, in such event, the
Company hereby designates The Depository Trust Company as the initial Depositary
for the Global Securities. The form of the Global Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
hereto, except for such changes as may be necessary or appropriate to convert
such certificated Notes into a Global Security. 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 August 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 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 the proceeds of which are or will be
applied as 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
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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 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
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(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;
(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;
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(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 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 or such other Outstanding indebtedness of the Company referred
to in subclause (ii) and (iii) of (y) of this clause (e), 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 Outstanding Notes or such other
Outstanding indebtedness of the Company referred to in subclause (ii) and (iii)
of (y) of this clause (e) 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:
The following conditions shall exist: (i) a default occurs under any
instrument (including this Indenture, other than the Supplemental Indenture and
the Notes) 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 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 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 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 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 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 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/ LeRoy T. Carlson, Jr.
--------------------------------------------------
Name: LeRoy T. Carlson, Jr.
Title: Chairman
By: /s/ Kenneth R. Meyers
--------------------------------------------------
Name: Kenneth R. Meyers
Title: Executive Vice President - Finance
(Chief Financial Officer) and Treasurer
BNY MIDWEST TRUST COMPANY,
Trustee, an Illinois Trust Company
By: /s/ Mary Callahan
--------------------------------------------------
Name: Mary Callahan
Title: Assistant Vice President
SIGNATURE PAGE TO FIRST
SUPPLEMENTAL INDENTURE
RE: SERIES A NOTES
EXHIBIT A TO FIRST SUPPLEMENTAL INDENTURE
FORM OF CERTIFICATED SECURITY
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND IS OFFERED PURSUANT
TO THE EXEMPTIONS FROM REGISTRATION AND QUALIFICATION CONTAINED IN SECTION 4(2)
AND REGULATION D UNDER SUCH ACT AND UNDER SIMILAR PROVISIONS OF STATE LAWS. A
HOLDER OF THIS NOTE MUST BE ABLE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT
BECAUSE THIS NOTE HAS NOT BEEN SO REGISTERED OR QUALIFIED AND IS SUBJECT TO
RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN. NO SALE, RESALE, HYPOTHECATION,
TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS NOTE OR BENEFICIAL INTEREST
THEREOF (OTHER THAN TO THE ISSUER OR ANY OF ITS AFFILIATES THEREOF) MAY BE MADE
UNLESS MADE EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
No. _____
UNITED STATES CELLULAR CORPORATION
9% SERIES A NOTES DUE 2032
Principal Amount: $175,000,000
Stated Maturity Date: September __, 2032
Original Issue Date: August __, 2002
Interest Rate: 9% 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 PRIMECO
WIRELESS COMMUNICATIONS LLC, a Delaware limited liability company, or registered
assigns, the Principal Amount specified above on the Stated Maturity Date
specified above, and to pay interest on said Principal Amount from August __,
2002 at the Interest Rate specified above on October 1, 2002 and thereafter
quarterly on January 1, April 1, July 1 and October 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 were registered as of the Record Date (the "Record Date"). With
respect to any Interest Payment Date, the Record Date shall be the fifteenth
(15th) day of the month preceding the Interest Payment Date; provided that at
any time that the Notes are 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 Interest Payment 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 August __, 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 has been
designated pursuant to the Supplemental Indenture thereto dated August __, 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
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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 holder 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 or locations 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"). The Trustee will initially act as Note
Registrar and paying agent for the Notes.
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 of the same series as the Note
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.
This Certificated Security is issued pursuant to that certain Note Purchase
Agreement dated August __, 2002, between the Company and PrimeCo Wireless
Communications LLC and under the Indenture, as supplemented and amended from
time to time, and is subject to the restrictions on transfer specified herein
and in the Note Purchase Agreement, the Indenture and a
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Registration Rights Agreement dated August __, 2002, between the Company and
PrimeCo Wireless Communications, LLC. This Certificated Security may not be
sold, resold, pledged, hypothecated, transferred or otherwise disposed of (other
than to the Company) except pursuant to a transaction that (i) is registered
under an effective registration statement under the Securities Act of 1933, as
amended, or (ii) is exempt from the registration requirements of the Securities
Act and, in each case, in accordance with the applicable securities laws of any
state of the United States. As a condition to any transfer, the Company may
require appropriate documentation to evidence compliance with applicable
securities laws, including an opinion in form and substance satisfactory to the
Company from counsel satisfactory to the Company. This paragraph shall not be
included in any Global Security.
So long as any Notes remain outstanding, the Company agrees to maintain an
office or agency with respect to 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 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 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 a Note is 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 to 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 Notes for certain other purposes as specified
in the Indenture.
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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:
----------------------------------------------------
Name: LeRoy T. Carlson, Jr.
Title: Chairman
By:
----------------------------------------------------
Name: Kenneth R. Meyers
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
CERTIFICATED SECURITY FOR
SERIES A NOTES OF UNITED STATES CELLULAR CORPORATION