Array Digital Infrastructure, Inc 8-K, filed Jun 20, 2025
Array Digital Infrastructure, Inc. (AD)
8-K
2025-06-20
For: 2025-06-17
View Original
Added on
April 08, 2026
About this 8-K
Array Digital Infrastructure, Inc filed this 8-K on June 20, 2025, reporting on events of June 17, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (773) 399-8900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | |||||
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
Item 1.01. Entry into a Material Definitive Agreement
Exchange Offer and Consent Solicitation
On June 16, 2025, T-Mobile USA, Inc. (“T-Mobile USA” and together with T-Mobile US, Inc., “T-Mobile”) announced the preliminary results of the previously announced offers to exchange (the “Exchange Offers”), pursuant to which T-Mobile offered to exchange all validly tendered and accepted 6.700% Senior Notes due 2033 (the “USCC 2033 Notes”), 6.250% Senior Notes due 2069 (the “USCC 2069 Notes”), 5.500% Senior Notes due 2070 (March) (the “USCC March 2070 Notes”) and 5.500% Senior Notes due 2070 (June) (the “USCC June 2070 Notes” and together with the USCC 2033 Notes, USCC 2069 Notes and USCC March 2070 Notes, the “USCC Notes”) issued by United States Cellular Corporation (“USCC”) for new notes to be issued by T-Mobile USA (the “New T-Mobile Notes”), as described in the Exchange Offers.
In connection with the Exchange Offers, T-Mobile also solicited consents (the “Consent Solicitations”) from holders of the USCC Notes to, among other things, modify or eliminate certain notice requirements and restrictive covenants in the USCC Existing Indentures (as defined below) (the “Proposed Amendments”). Withdrawal rights in connection with the Exchange Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on June 13, 2025, which was the withdrawal deadline for the Exchange Offers and the Consent Solicitations. As of the withdrawal deadline, T-Mobile has received valid consents to the Proposed Amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the USCC Notes. On June 17, 2025, USCC entered into:
(a)the twelfth supplemental indenture, dated as of June 17, 2025 (the “USCC Twelfth Supplemental Indenture”), between USCC 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), as trustee (the “Trustee”), to the indenture, dated as of June 1, 2002 (the “USCC Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of December 3, 2003 (the “Third Supplemental Indenture”) and the Fifth Supplemental Indenture, dated as of June 21, 2004 (the “Fifth Supplemental Indenture”) relating to the USCC 2033 Notes;
(b)the thirteenth supplemental indenture, dated as of June 17, 2025 (the “USCC Thirteenth Supplemental Indenture”), between USCC and the Trustee, to the USCC Base Indenture, as supplemented by the Ninth Supplemental Indenture, dated as of August 12, 2020 (the “Ninth Supplemental Indenture”) relating to the USCC 2069 Notes;
(c)the fourteenth supplemental indenture, dated as of June 17, 2025 (the “USCC Fourteenth Supplemental Indenture”), between USCC and the Trustee, to the USCC Base Indenture, as supplemented by the Tenth Supplemental Indenture, dated as of December 2, 2020 (the “Tenth Supplemental Indenture”) relating to the USCC March 2070 Notes; and
(d)the fifteenth supplemental indenture, dated as of June 17, 2025 (the “USCC Fifteenth Supplemental Indenture” and together with the USCC Twelfth Supplemental Indenture, the USCC Thirteenth Supplemental Indenture and the USCC Fourteenth Supplemental Indenture, the “USCC Supplemental Indentures”), between USCC and the Trustee, to the USCC Base Indenture, as supplemented by the Eleventh Supplemental Indenture, dated as of May 17, 2021 (the “Eleventh Supplemental Indenture” and collectively with the Third Supplemental Indenture, the Fifth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the USCC Base Indenture, the “USCC Existing Indentures”) relating to the USCC June 2070 Notes.
The USCC Supplemental Indentures provide that (a) the amendments to the USCC Existing Indentures contained therein will not become operative until the date on which the previously announced sale of USCC’s wireless operations to T-Mobile US, Inc. (the “Acquisition”) closes and (b) if the settlement date with respect to the issuance of the New T-Mobile Notes has not occurred within five business days following the date on which the Acquisition closes, the amendments previously effected shall be deemed null and void as if they had not occurred. Pursuant to the USCC Supplemental Indentures, the following sections or provisions (among others) under the USCC Existing Indentures will be deleted, modified or amended:
•Section 3.02 (Action to Redeem Securities) of the USCC Base Indenture, Exhibit A (Form of 6.70% Senior Notes due 2033) to the Third Supplemental Indenture and the Fifth Supplemental Indenture, Section 2.4 (Optional Redemption) of the Ninth Supplemental Indenture, Section 2.4 (Optional Redemption) of the Tenth Supplemental Indenture and Section 2.4 (Optional Redemption) of the Eleventh Supplemental Indenture will be modified to significantly reduce the notice period set forth in such provisions in connection with a redemption of the applicable USCC Notes thereunder;
•Sections 4.02 (Maintenance of Office or Agency for Payment, Registration, Transfer and Exchange of Securities), 4.03 (Paying Agent), 4.04 (Appointment to Fill Vacancy in Office of Trustee), 4.05 (Restriction on Consolidation, Merger of the Company), 4.06 (Original Issue Discount Security), 5.01 (Company to Furnish Trustee Information as to Names and Addresses of Securityholders) and 5.03 (Delivery Obligations of Company) of the USCC Base Indenture will be deleted;
•Sections 10.01 (Consolidations or Mergers of Company and Sales or Conveyances of Property of Company), 10.02 (Successor to Company) and 10.03 (Opinion of Counsel) of the USCC Base Indenture will be deleted;
•Section 11.01(c)(1) (Conditions for Defeasance) of the USCC Base Indenture will be modified and Sections 11.01(c)(4) and 11.01(c)(5) of the USCC Base Indenture (Conditions for Defeasance) will be deleted, in each case as such provisions relate to the USCC Notes due 2069, the USCC Notes due March 2070 and the USCC Notes due June 2070, such that the USCC Notes of such series can be legally defeased by depositing interest and principal through the applicable redemption date if the USCC Notes of such series have been irrevocably called for redemption;
•Sections 3.1 (Limitations on Secured Debt) and 3.2 (Limitation on Sale and Leaseback) of the Third Supplemental Indenture, the Fifth Supplemental Indenture, the USCC Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture will be deleted; and
•Section 4.1 (Additional Events of Default) of the Third Supplemental Indenture, the Fifth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture will be deleted.
The USCC Supplemental Indentures also amend the USCC Existing Indentures, the USCC Notes and any exhibits thereto to make certain conforming or other changes, including modification or deletion of certain definitions and cross-references.
The foregoing description of the USCC Existing Indentures and the USCC Supplemental Indentures is not complete and is qualified in its entirety by the terms and conditions of the USCC Supplemental Indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated in this Current Report on Form 8-K by reference.
This Current Report on Form 8-K does not constitute an offer to exchange or a solicitation of an offer to exchange any securities, nor shall there be any exchange of securities in any state or jurisdiction in which such offer or solicitation or exchange would be unlawful.
Item 3.03. Material Modification to Rights of Security Holders
The information provided in Item 1.01 under the heading “Exchange Offer and Consent Solicitation” of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit Number | Description of Exhibits | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
| SIGNATURES | |||||||||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||||||||
| UNITED STATES CELLULAR CORPORATION | |||||||||||
| Date: | June 20, 2025 | By: | /s/ Douglas W. Chambers | ||||||||
| Douglas W. Chambers | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 4.1
TWELFTH SUPPLEMENTAL INDENTURE
This TWELFTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2025 (the “Twelfth 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”).
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 “Base Indenture”), as supplemented by the Third Supplemental Indenture dated as of December 3, 2003 (the “Third Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of June 21, 2004 (the “Fifth Supplemental Indenture” and together with the Base Indenture and the Third Supplemental Indenture, the “Indenture”) relating to the issuance of the Company’s 6.70% Senior Notes due 2033 (the “2033 Notes”) issued on December 8, 2003 and June 28, 2004, in the aggregate principal amount of $544,000,000;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article Two of this Twelfth Supplemental Indenture (the “Proposed Amendments”);
WHEREAS, Section 9.02 of the Base Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at the time outstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under the Base Indenture;
WHEREAS, T-Mobile USA, Inc. (“T-Mobile USA”), on behalf of the Company, has solicited the consent of all holders of the 2033 Notes to certain amendments to the Base Indenture pursuant to the registration statement on Form S-4 (333-287414) (including the documents incorporated by reference therein, the “Registration Statement”) of T-Mobile US, Inc. and T-Mobile USA (together with T-Mobile US, Inc., “T-Mobile”) filed on May 20, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the related prospectus dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating the offer to exchange any and all validly tendered (and not validly withdrawn) and accepted 2033 Notes for notes to be issued by T-Mobile USA to be fully and unconditionally guaranteed on an unsecured basis by the guarantors described therein;
WHEREAS, the holders of not less than a majority in aggregate principal amount of the 2033 Notes have consented to the Proposed Amendments;
WHEREAS, the Company has received from T-Mobile USA and delivered to the Trustee evidence of the requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, this Twelfth Supplemental Indenture conforms to the Trust Indenture Act, as required by the Indenture;
WHEREAS, the Company has been authorized by Board Resolution to enter into this Twelfth Supplemental Indenture; and
WHEREAS, all things necessary to make this Twelfth 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 TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders of the 2033 Notes as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS;
RULES OF CONSTRUCTION
RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Twelfth Supplemental Indenture constitutes an integral part of the Base Indenture.
SECTION 1.2 Definitions. For all purposes of this Twelfth Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section:
“M&A Closing Event” shall mean such time as the closing of the acquisition described under the heading “Summary—Recent Developments—Securities Purchase Agreement” of the Exchange Offer and Consent Solicitation Statement occurs.
“Settlement Date” shall have the meaning given to it in the Registration Statement.
Capitalized terms used herein without definition shall have the same meanings given them in the Base Indenture.
SECTION 1.3 Rules of Construction. For all purposes of this Twelfth Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;
(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Twelfth Supplemental Indenture;
(c) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this Twelfth Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the Base Indenture, the definitions in this Twelfth Supplemental Indenture shall control.
ARTICLE TWO
AMENDMENTS
SECTION 2.1 Amendments to Section 3.02 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Sections 3.02(a) and (b) of the Base Indenture, as they apply to the 2033 Notes, shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“(a) Notice of Redemption. In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than five Business Days 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition.
Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date.
Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) Notice to Trustee of Securities to be Redeemed. If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least five Business Days’ 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) in advance of the date fixed for the delivery of the notice of redemption to holders of Securities in accordance with Section 3.02(a) above as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion (which may include in accordance with the relevant procedures of the Depositary) and which may provide for the selection of a portion or portions (equal to the smallest denomination of one whole Security of such series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the smallest denomination of one whole Security of such series, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers (if applicable) of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.”
SECTION 2.2 Amendments to Section 4.02 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.02 of the Base Indenture captioned “Maintenance of Office or Agency for Payment, Registration, Transfer and Exchange of Securities,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.3 Amendments to Section 4.03 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.03 of the Base Indenture captioned “Paying Agent,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.4 Amendments to Section 4.04 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.04 of the Base Indenture captioned “Appointment to Fill Vacancy in Office of Trustee,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.5 Amendments to Section 4.05 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.05 of the Base Indenture captioned “Restriction on Consolidation, Merger of the Company,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.6 Amendments to Section 4.06 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.06 of the Base Indenture captioned “Original Issue Discount Security,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.7 Amendments to Section 5.01 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 5.01 of the Base Indenture captioned “Company to Furnish Trustee Information as to Names and Addresses of Securityholders,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.8 Amendments to Section 5.03 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 5.03 of the Base Indenture captioned “Delivery Obligations of Company,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.9 Amendments to Article 10 of the Base Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 10.01 of the Base Indenture captioned “Consolidation or Mergers of Company and Sales or Conveyances of Property of Company,” Section 10.02 of the Base Indenture captioned “Successor to Company” and Section 10.03 of the Base Indenture captioned “Opinion of Counsel” as such provisions apply to the 2033 Notes, shall be deleted in their entirety and in each case replaced with the following: “[Reserved.]”
SECTION 2.10 Amendments to Section 3.1 of the Third Supplemental Indenture and the Fifth Supplemental Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 3.1 of the Third Supplemental Indenture and the Fifth Supplemental Indenture captioned “Limitations on Secured Debt,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.11 Amendments to Section 3.2 of the Third Supplemental Indenture and the Fifth Supplemental Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 3.2 of the Third Supplemental Indenture and the Fifth Supplemental Indenture captioned “Limitation on Sale and Leaseback,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.12 Amendments to Section 4.1 of the Third Supplemental Indenture and the Fifth Supplemental Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Section 4.1 of the Third Supplemental Indenture and the Fifth Supplemental Indenture captioned “Additional Events of Default,” as it applies to the 2033 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.13 Amendments to Exhibit A [Form of 6.70% Senior Notes due 2033] to the Third Supplemental Indenture and the Fifth Supplemental Indenture. Subject to Section 2.14 hereof, upon the occurrence of the M&A Closing Event, Exhibit A [Form of 6.70% Senior Notes due 2033] to the Third Supplemental Indenture and the Fifth Supplemental Indenture shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Company will mail notice of any redemption at least five Business Days 30 days and 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.
SECTION 2.14 Reversion. If the Settlement Date has not occurred within five Business Days following the M&A Closing Event (the “Settlement Deadline”), the amendments effected by Section 2.1 to Section 2.13 shall be deemed null and void as if they had not occurred and, accordingly, any non-compliance that may have occurred on or after the date of this Twelfth Supplemental Indenture and prior to the Settlement Deadline may be the basis for declaring an Event of Default with respect to the 2033 Notes as if this Twelfth Supplemental Indenture had not been executed.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 Ratification. The Base Indenture, as supplemented and amended by this Twelfth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 5.2 Governing Law. This Twelfth Supplemental Indenture shall be governed by, and construed and enforced in accordance with, the laws of the jurisdiction which govern the Base Indenture and its construction.
SECTION 5.3 Counterparts and Method of Execution. This Twelfth 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. The exchange of copies of this Supplemental Indenture and of signature pages by electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic transmission shall be deemed to be their original signatures for all purposes. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Supplemental Indenture and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Supplemental Indenture, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Supplemental Indenture may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Electronic signature shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.
SECTION 5.4 Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Twelfth 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 Twelfth Supplemental Indenture. The statements herein are deemed to be those of the Company and not of the Trustee.
IN WITNESS WHEREOF, the Parties hereto have caused this Twelfth 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/ John M. Toomey | ||||||||||
| Name: | John M. Toomey | ||||||||||
| Title: | Authorized Person | ||||||||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | |||||||||||
| as Trustee | |||||||||||
| By: | /s/ Ann M. Dolezal | ||||||||||
| Name: | Ann M. Dolezal | ||||||||||
| Title: | Vice President | ||||||||||
Exhibit 4.2
THIRTEENTH SUPPLEMENTAL INDENTURE
This THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2025 (the “Thirteenth 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”).
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 “Base Indenture”), as supplemented by the Ninth Supplemental Indenture dated as of August 12, 2020 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “Indenture”) relating to the issuance of the Company’s 6.250% Senior Notes due 2069 (the “2069 Notes”) issued on August 12, 2020, in the aggregate principal amount of $500,000,000;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article Two of this Thirteenth Supplemental Indenture (the “Proposed Amendments”);
WHEREAS, Section 9.02 of the Base Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at the time outstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under the Base Indenture;
WHEREAS, T-Mobile USA, Inc. (“T-Mobile USA”), on behalf of the Company, has solicited the consent of all holders of the 2069 Notes to certain amendments to the Base Indenture pursuant to the registration statement on Form S-4 (333-287414) (including the documents incorporated by reference therein, the “Registration Statement”) of T-Mobile US, Inc. and T-Mobile USA (together with T-Mobile US, Inc., “T-Mobile”) filed on May 20, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the related prospectus dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating the offer to exchange any and all validly tendered (and not validly withdrawn) and accepted 2069 Notes for notes to be issued by T-Mobile USA to be fully and unconditionally guaranteed on an unsecured basis by the guarantors described therein;
WHEREAS, the holders of not less than a majority in aggregate principal amount of the 2069 Notes have consented to the Proposed Amendments;
WHEREAS, the Company has received from T-Mobile USA and delivered to the Trustee evidence of the requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, this Thirteenth Supplemental Indenture conforms to the Trust Indenture Act, as required by the Indenture;
WHEREAS, the Company has been authorized by Board Resolution to enter into this Thirteenth Supplemental Indenture; and
WHEREAS, all things necessary to make this Thirteenth 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 THIRTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders of the 2069 Notes as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS;
RULES OF CONSTRUCTION
RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Thirteenth Supplemental Indenture constitutes an integral part of the Base Indenture.
SECTION 1.2 Definitions. For all purposes of this Thirteenth Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section:
“M&A Closing Event” shall mean such time as the closing of the acquisition described under the heading “Summary—Recent Developments—Securities Purchase Agreement” of the Exchange Offer and Consent Solicitation Statement occurs.
“Settlement Date” shall have the meaning given to it in the Registration Statement.
Capitalized terms used herein without definition shall have the same meanings given them in the Base Indenture.
SECTION 1.3 Rules of Construction. For all purposes of this Thirteenth Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;
(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Thirteenth Supplemental Indenture;
(c) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this Thirteenth Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the Base Indenture, the definitions in this Thirteenth Supplemental Indenture shall control.
ARTICLE TWO
AMENDMENTS
SECTION 2.1 Amendments to Section 3.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 3.02(a) and (b) of the Base Indenture, as they apply to the 2069 Notes shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“(a) Notice of Redemption. In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than five Business Days 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition.
Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date.
Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) Notice to Trustee of Securities to be Redeemed. If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least five Business Days’ 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) in advance of the date fixed for the delivery of the notice of redemption to holders of Securities in accordance with Section 3.02(a) above as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion (which may include in accordance with the relevant procedures of the Depositary) and which may provide for the selection of a portion or portions (equal to the smallest denomination of one whole Security of such series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the smallest denomination of one whole Security of such series, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers (if applicable) of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.”
SECTION 2.2 Amendments to Section 4.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.02 of the Base Indenture captioned “Maintenance of Office or Agency for Payment, Registration, Transfer and Exchange of Securities,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.3 Amendments to Section 4.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.03 of the Base Indenture captioned “Paying Agent,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.4 Amendments to Section 4.04 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.04 of the Base Indenture captioned “Appointment to Fill Vacancy in Office of Trustee,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.5 Amendments to Section 4.05 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.05 of the Base Indenture captioned “Restriction on Consolidation, Merger of the Company,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.6 Amendments to Section 4.06 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.06 of the Base Indenture captioned “Original Issue Discount Security,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.7 Amendments to Section 5.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.01 of the Base Indenture captioned “Company to Furnish Trustee Information as to Names and Addresses of Securityholders,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.8 Amendments to Section 5.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.03 of the Base Indenture captioned “Delivery Obligations of Company,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.9 Amendments to Article 10 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 10.01 of the Base Indenture captioned “Consolidation or Mergers of Company and Sales or Conveyances of Property of Company,” Section 10.02 of the Base Indenture captioned “Successor to Company” and Section 10.03 of the Base Indenture captioned “Opinion of Counsel” as such provisions apply to the 2069 Notes, shall be deleted in their entirety and in each case replaced with the following: “[Reserved.]”
SECTION 2.10 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 11.01(c)(1) of the Base Indenture, as it applies to the 2069 Notes, shall be amended to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
(1) the Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient; or (z) a combination of money and Eligible Obligations which shall be sufficient, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity, including, if applicable, any date fixed for redemption of the Notes in accordance with Section 3.02 of the Indenture and Section 2.4 of this Supplemental Indenture;
SECTION 2.11 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 11.01(c)(4) and 11.01(c)(5) of the Base Indenture, as they apply to the 2069 Notes, shall be deleted in their entirety and replaced with the following: “[Reserved.]”
SECTION 2.12 Amendments to Section 2.4 of the Ninth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 2.4 of the Ninth Supplemental Indenture, as it applies to the 2069 Notes, shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“Optional Redemption. The Notes may be redeemed at the option of the Company, in whole or in part, at any time on and after September 1, 2025 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, but not including, the redemption date. The Company shall transmit notice of any redemption at least five Business Days 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 transmitted, 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, but not including, the redemption date.”
SECTION 2.13 Amendments to Section 3.1 of the Ninth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.1 of the Ninth Supplemental Indenture captioned “Limitations on Secured Debt,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.14 Amendments to Section 3.2 of the Ninth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.2 of the Ninth Supplemental Indenture captioned “Limitation on Sale and Leaseback,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.15 Amendments to Section 4.1 of the Ninth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.1 of the Ninth Supplemental Indenture captioned “Additional Events of Default,” as it applies to the 2069 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.16 Reversion. If the Settlement Date has not occurred within five Business Days following the M&A Closing Event (the “Settlement Deadline”), the amendments effected by Section 2.1 to Section 2.15 shall be deemed null and void as if they had not occurred and, accordingly, any non-compliance that may have occurred on or after the date of this Thirteenth Supplemental Indenture and prior to the Settlement Deadline may be the basis for declaring an Event of Default with respect to the 2069 Notes as if this Thirteenth Supplemental Indenture had not been executed.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 Ratification. The Base Indenture, as supplemented and amended by this Thirteenth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 5.2 Governing Law. This Thirteenth Supplemental Indenture shall be governed by, and construed and enforced in accordance with, the laws of the jurisdiction which govern the Base Indenture and its construction.
SECTION 5.3 Counterparts and Method of Execution. This Thirteenth 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. The exchange of copies of this Supplemental Indenture and of signature pages by electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic transmission shall be deemed to be their original signatures for all purposes. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Supplemental Indenture and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Supplemental Indenture, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Supplemental Indenture may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Electronic signature shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.
SECTION 5.4 Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Thirteenth 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 Thirteenth Supplemental Indenture. The statements herein are deemed to be those of the Company and not of the Trustee.
IN WITNESS WHEREOF, the Parties hereto have caused this Thirteenth 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/ John M. Toomey | ||||||||||
| Name: | John M. Toomey | ||||||||||
| Title: | Authorized Person | ||||||||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | |||||||||||
| as Trustee | |||||||||||
| By: | /s/ Ann M. Dolezal | ||||||||||
| Name: | Ann M. Dolezal | ||||||||||
| Title: | Vice President | ||||||||||
Exhibit 4.3
FOURTEENTH SUPPLEMENTAL INDENTURE
This FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2025 (the “Fourteenth 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”).
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 “Base Indenture”), as supplemented by the Tenth Supplemental Indenture dated as of December 2, 2020 (the “Tenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”) relating to the issuance of the Company’s 5.500% Senior Notes due 2070 (the “March 2070 Notes”) issued on December 2, 2020, in the aggregate principal amount of $500,000,000;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article Two of this Fourteenth Supplemental Indenture (the “Proposed Amendments”);
WHEREAS, Section 9.02 of the Base Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at the time outstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under the Base Indenture;
WHEREAS, T-Mobile USA, Inc. (“T-Mobile USA”), on behalf of the Company, has solicited the consent of all holders of the March 2070 Notes to certain amendments to the Base Indenture pursuant to the registration statement on Form S-4 (333-287414) (including the documents incorporated by reference therein, the “Registration Statement”) of T-Mobile US, Inc. and T-Mobile USA (together with T-Mobile US, Inc., “T-Mobile”) filed on May 20, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the related prospectus dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating the offer to exchange any and all validly tendered (and not validly withdrawn) and accepted March 2070 Notes for notes to be issued by T-Mobile USA to be fully and unconditionally guaranteed on an unsecured basis by the guarantors described therein;
WHEREAS, the holders of not less than a majority in aggregate principal amount of the March 2070 Notes have consented to the Proposed Amendments;
WHEREAS, the Company has received from T-Mobile USA and delivered to the Trustee evidence of the requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, this Fourteenth Supplemental Indenture conforms to the Trust Indenture Act, as required by the Indenture;
WHEREAS, the Company has been authorized by Board Resolution to enter into this Fourteenth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fourteenth 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 FOURTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders of the March 2070 Notes as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS;
RULES OF CONSTRUCTION
RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Fourteenth Supplemental Indenture constitutes an integral part of the Base Indenture.
SECTION 1.2 Definitions. For all purposes of this Fourteenth Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section:
“M&A Closing Event” shall mean such time as the closing of the acquisition described under the heading “Summary—Recent Developments—Securities Purchase Agreement” of the Exchange Offer and Consent Solicitation Statement occurs.
“Settlement Date” shall have the meaning given to it in the Registration Statement.
Capitalized terms used herein without definition shall have the same meanings given them in the Base Indenture.
SECTION 1.3 Rules of Construction. For all purposes of this Fourteenth Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;
(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fourteenth Supplemental Indenture;
(c) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this Fourteenth Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the Base Indenture, the definitions in this Fourteenth Supplemental Indenture shall control.
ARTICLE TWO
AMENDMENTS
SECTION 2.1 Amendments to Section 3.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 3.02(a) and (b) of the Base Indenture, as they apply to the March 2070 Notes shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“(a) Notice of Redemption. In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than five Business Days 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition.
Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date.
Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) Notice to Trustee of Securities to be Redeemed. If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least five Business Days’ 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) in advance of the date fixed for the delivery of the notice of redemption to holders of Securities in accordance with Section 3.02(a) above as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion (which may include in accordance with the relevant procedures of the Depositary) and which may provide for the selection of a portion or portions (equal to the smallest denomination of one whole Security of such series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the smallest denomination of one whole Security of such series, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers (if applicable) of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.”
SECTION 2.2 Amendments to Section 4.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.02 of the Base Indenture captioned “Maintenance of Office or Agency for Payment, Registration, Transfer and Exchange of Securities,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.3 Amendments to Section 4.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.03 of the Base Indenture captioned “Paying Agent,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.4 Amendments to Section 4.04 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.04 of the Base Indenture captioned “Appointment to Fill Vacancy in Office of Trustee,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.5 Amendments to Section 4.05 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.05 of the Base Indenture captioned “Restriction on Consolidation, Merger of the Company,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.6 Amendments to Section 4.06 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.06 of the Base Indenture captioned “Original Issue Discount Security,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.7 Amendments to Section 5.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.01 of the Base Indenture captioned “Company to Furnish Trustee Information as to Names and Addresses of Securityholders,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.8 Amendments to Section 5.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.03 of the Base Indenture captioned “Delivery Obligations of Company,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.9 Amendments to Article 10 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 10.01 of the Base Indenture captioned “Consolidation or Mergers of Company and Sales or Conveyances of Property of Company,” Section 10.02 of the Base Indenture captioned “Successor to Company” and Section 10.03 of the Base Indenture captioned “Opinion of Counsel” as such provisions apply to the March 2070 Notes, shall be deleted in their entirety and in each case replaced with the following: “[Reserved.]”
SECTION 2.10 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 11.01(c)(1) of the Base Indenture, as it applies to the March 2070 Notes, shall be amended to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
(1) the Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient; or (z) a combination of money and Eligible Obligations which shall be sufficient, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity, including, if applicable, any date fixed for redemption of the Notes in accordance with Section 3.02 of the Indenture and Section 2.4 of this Supplemental Indenture;
SECTION 2.11 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 11.01(c)(4) and 11.01(c)(5) of the Base Indenture, as they apply to the March 2070 Notes, shall be deleted in their entirety and replaced with the following: “[Reserved.]”
SECTION 2.12 Amendments to Section 2.4 of the Tenth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 2.4 of the Tenth Supplemental Indenture, as it applies to the March 2070 Notes, shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“Optional Redemption. The Notes may be redeemed at the option of the Company, in whole or in part, at any time on and after March 1, 2026 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, but not including, the redemption date. The Company shall transmit notice of any redemption at least five Business Days 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 transmitted, 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, but not including, the redemption date.”
SECTION 2.13 Amendments to Section 3.1 of the Tenth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.1 of the Tenth Supplemental Indenture captioned “Limitations on Secured Debt,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.14 Amendments to Section 3.2 of the Tenth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.2 of the Tenth Supplemental Indenture captioned “Limitation on Sale and Leaseback,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.15 Amendments to Section 4.1 of the Tenth Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.1 of the Tenth Supplemental Indenture captioned “Additional Events of Default,” as it applies to the March 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.16 Reversion. If the Settlement Date has not occurred within five Business Days following the M&A Closing Event (the “Settlement Deadline”), the amendments effected by Section 2.1 to Section 2.15 shall be deemed null and void as if they had not occurred and, accordingly, any non-compliance that may have occurred on or after the date of this Fourteenth Supplemental Indenture and prior to the Settlement Deadline may be the basis for declaring an Event of Default with respect to the March 2070 Notes as if this Fourteenth Supplemental Indenture had not been executed.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 Ratification. The Base Indenture, as supplemented and amended by this Fourteenth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 5.2 Governing Law. This Fourteenth Supplemental Indenture shall be governed by, and construed and enforced in accordance with, the laws of the jurisdiction which govern the Base Indenture and its construction.
SECTION 5.3 Counterparts and Method of Execution. This Fourteenth 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. The exchange of copies of this Supplemental Indenture and of signature pages by electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic transmission shall be deemed to be their original signatures for all purposes. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Supplemental Indenture and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Supplemental Indenture, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Supplemental Indenture may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Electronic signature shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.
SECTION 5.4 Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Fourteenth 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 Fourteenth Supplemental Indenture. The statements herein are deemed to be those of the Company and not of the Trustee.
IN WITNESS WHEREOF, the Parties hereto have caused this Fourteenth 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/ John M. Toomey | ||||||||||
| Name: | John M. Toomey | ||||||||||
| Title: | Authorized Person | ||||||||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | |||||||||||
| as Trustee | |||||||||||
| By: | /s/ Ann M. Dolezal | ||||||||||
| Name: | Ann M. Dolezal | ||||||||||
| Title: | Vice President | ||||||||||
Exhibit 4.4
FIFTEENTH SUPPLEMENTAL INDENTURE
This FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2025 (the “Fifteenth 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”).
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 “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture dated as of May 17, 2021 (the “Eleventh Supplemental Indenture” and together with the Base Indenture, the “Indenture”) relating to the issuance of the Company’s 5.500% Notes due 2070 (the “June 2070 Notes”) issued on May 17, 2021, in the aggregate principal amount of $500,000,000;
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in Article Two of this Fifteenth Supplemental Indenture (the “Proposed Amendments”);
WHEREAS, Section 9.02 of the Base Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at the time outstanding, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under the Base Indenture;
WHEREAS, T-Mobile USA, Inc. (“T-Mobile USA”), on behalf of the Company, has solicited the consent of all holders of the June 2070 Notes to certain amendments to the Base Indenture pursuant to the registration statement on Form S-4 (333-287414) (including the documents incorporated by reference therein, the “Registration Statement”) of T-Mobile US, Inc. and T-Mobile USA (together with T-Mobile US, Inc., “T-Mobile”) filed on May 20, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the related prospectus dated May 23, 2025, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating the offer to exchange any and all validly tendered (and not validly withdrawn) and accepted June 2070 Notes for notes to be issued by T-Mobile USA to be fully and unconditionally guaranteed on an unsecured basis by the guarantors described therein;
WHEREAS, the holders of not less than a majority in aggregate principal amount of the June 2070 Notes have consented to the Proposed Amendments;
WHEREAS, the Company has received from T-Mobile USA and delivered to the Trustee evidence of the requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, this Fifteenth Supplemental Indenture conforms to the Trust Indenture Act, as required by the Indenture;
WHEREAS, the Company has been authorized by Board Resolution to enter into this Fifteenth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifteenth 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 FIFTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders of the June 2070 Notes as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS;
RULES OF CONSTRUCTION
RULES OF CONSTRUCTION
SECTION 1.1 Relation to Indenture. This Fifteenth Supplemental Indenture constitutes an integral part of the Base Indenture.
SECTION 1.2 Definitions. For all purposes of this Fifteenth Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section:
“M&A Closing Event” shall mean such time as the closing of the acquisition described under the heading “Summary—Recent Developments—Securities Purchase Agreement” of the Exchange Offer and Consent Solicitation Statement occurs.
“Settlement Date” shall have the meaning given to it in the Registration Statement.
Capitalized terms used herein without definition shall have the same meanings given them in the Base Indenture.
SECTION 1.3 Rules of Construction. For all purposes of this Fifteenth Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;
(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Fifteenth Supplemental Indenture;
(c) the terms “herein”, “hereof”, “hereunder” and other words of similar import refer to this Fifteenth Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the Base Indenture, the definitions in this Fifteenth Supplemental Indenture shall control.
ARTICLE TWO
AMENDMENTS
SECTION 2.1 Amendments to Section 3.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 3.02(a) and (b) of the Base Indenture, as they apply to the June 2070 Notes shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“(a) Notice of Redemption. In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than five Business Days 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition.
Unless otherwise so provided as to a particular series of Securities, if at the time of mailing of any notice of redemption the Company shall not have deposited with the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date.
Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) Notice to Trustee of Securities to be Redeemed. If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least five Business Days’ 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) in advance of the date fixed for the delivery of the notice of redemption to holders of Securities in accordance with Section 3.02(a) above as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion (which may include in accordance with the relevant procedures of the Depositary) and which may provide for the selection of a portion or portions (equal to the smallest denomination of one whole Security of such series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the smallest denomination of one whole Security of such series, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers (if applicable) of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.”
SECTION 2.2 Amendments to Section 4.02 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.02 of the Base Indenture captioned “Maintenance of Office or Agency for Payment, Registration, Transfer and Exchange of Securities,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.3 Amendments to Section 4.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.03 of the Base Indenture captioned “Paying Agent,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.4 Amendments to Section 4.04 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.04 of the Base Indenture captioned “Appointment to Fill Vacancy in Office of Trustee,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.5 Amendments to Section 4.05 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.05 of the Base Indenture captioned “Restriction on Consolidation, Merger of the Company,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.6 Amendments to Section 4.06 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.06 of the Base Indenture captioned “Original Issue Discount Security,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.7 Amendments to Section 5.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.01 of the Base Indenture captioned “Company to Furnish Trustee Information as to Names and Addresses of Securityholders,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.8 Amendments to Section 5.03 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 5.03 of the Base Indenture captioned “Delivery Obligations of Company,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.9 Amendments to Article 10 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 10.01 of the Base Indenture captioned “Consolidation or Mergers of Company and Sales or Conveyances of Property of Company,” Section 10.02 of the Base Indenture captioned “Successor to Company” and Section 10.03 of the Base Indenture captioned “Opinion of Counsel” as such provisions apply to the June 2070 Notes, shall be deleted in their entirety and in each case replaced with the following: “[Reserved.]”
SECTION 2.10 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 11.01(c)(1) of the Base Indenture, as it applies to the June 2070 Notes, shall be amended to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
(1) the Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient; or (z) a combination of money and Eligible Obligations which shall be sufficient, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity, including, if applicable, any date fixed for redemption of the Notes in accordance with Section 3.02 of the Indenture and Section 2.4 of this Supplemental Indenture;
SECTION 2.11 Amendments to Section 11.01 of the Base Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Sections 11.01(c)(4) and 11.01(c)(5) of the Base Indenture, as they apply to the June 2070 Notes, shall be deleted in their entirety and replaced with the following: “[Reserved.]”
SECTION 2.12 Amendments to Section 2.4 of the Eleventh Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 2.4 of the Eleventh Supplemental Indenture, as it applies to the June 2070 Notes, shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as follows:
“Optional Redemption. The Notes may be redeemed at the option of the Company, in whole or in part, at any time on and after June 1, 2026 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, but not including, the redemption date. The Company shall transmit notice of any redemption at least five Business Days 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 transmitted, 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, but not including, the redemption date.”
SECTION 2.13 Amendments to Section 3.1 of the Eleventh Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.1 of the Eleventh Supplemental Indenture captioned “Limitations on Secured Debt,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.14 Amendments to Section 3.2 of the Eleventh Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 3.2 of the Eleventh Supplemental Indenture captioned “Limitation on Sale and Leaseback,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.15 Amendments to Section 4.1 of the Eleventh Supplemental Indenture. Subject to Section 2.16 hereof, upon the occurrence of the M&A Closing Event, Section 4.1 of the Eleventh Supplemental Indenture captioned “Additional Events of Default,” as it applies to the June 2070 Notes, shall be deleted in its entirety and replaced with the following: “[Reserved.]”
SECTION 2.16 Reversion. If the Settlement Date has not occurred within five Business Days following the M&A Closing Event (the “Settlement Deadline”), the amendments effected by Section 2.1 to Section 2.15 shall be deemed null and void as if they had not occurred and, accordingly, any non-compliance that may have occurred on or after the date of this Fifteenth Supplemental Indenture and prior to the Settlement Deadline may be the basis for declaring an Event of Default with respect to the June 2070 Notes as if this Fifteenth Supplemental Indenture had not been executed.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 Ratification. The Base Indenture, as supplemented and amended by this Fifteenth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 5.2 Governing Law. This Fifteenth Supplemental Indenture shall be governed by, and construed and enforced in accordance with, the laws of the jurisdiction which govern the Base Indenture and its construction.
SECTION 5.3 Counterparts and Method of Execution. This Fifteenth 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. The exchange of copies of this Supplemental Indenture and of signature pages by electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by electronic transmission shall be deemed to be their original signatures for all purposes. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Supplemental Indenture and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Supplemental Indenture, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Supplemental Indenture may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Electronic signature shall mean any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.
SECTION 5.4 Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Fifteenth 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 Fifteenth Supplemental Indenture. The statements herein are deemed to be those of the Company and not of the Trustee.
IN WITNESS WHEREOF, the Parties hereto have caused this Fifteenth 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/ John M. Toomey | ||||||||||
| Name: | John M. Toomey | ||||||||||
| Title: | Authorized Person | ||||||||||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | |||||||||||
| as Trustee | |||||||||||
| By: | /s/ Ann M. Dolezal | ||||||||||
| Name: | Ann M. Dolezal | ||||||||||
| Title: | Vice President | ||||||||||