Exhibit 4.1


 


FOURTH
SUPPLEMENTAL INDENTURE


 


This FOURTH SUPPLEMENTAL INDENTURE, dated as of June
9, 2004 (the “Fourth Supplemental Indenture”), is entered into by and among
United States Cellular Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (the “Company”), and BNY Midwest Trust
Company, an Illinois trust company, as trustee (the “Trustee”).


 


W I
T N E S S E T H:


 


WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of June 1, 2002 (the “Indenture”), relating to the issuance
from time to time by the Company of its Securities on terms to be specified at
the time of issuance;


 


WHEREAS, Section 9.01 of the Indenture provides that a
supplemental indenture may be entered into by the Company and the Trustee,
without the consent of any Holders of Securities, to establish the form or
terms of securities of any series as permitted by Section 2.01 of the
Indenture, add to the covenants of the Company, add provisions that are not
inconsistent with the other provisions and do not adversely affect the rights
of holders of Securities and to add Events of Default with respect to all or
any series of outstanding Securities;


 


WHEREAS, pursuant to Section 9.01(b), (d), (e) and (f)
of the Indenture, this Fourth Supplemental Indenture does not require the
consent of any holders of Securities; and


 


WHEREAS, all things necessary to make this Fourth
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 FOURTH SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises and the
issuance of the Series of Securities provided for herein, the Company and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective Holders of the Securities of each such Series as follows:


 


ARTICLE ONE


 


RELATION TO INDENTURE; DEFINITIONS; RULES OF

CONSTRUCTION


 


SECTION 1.1  Relation
to Indenture.  This Supplemental
Indenture constitutes an integral part of the Indenture.


 


SECTION 1.2  Definitions.  For all purposes of this Supplemental
Indenture, the following terms shall have the respective meanings set forth in
this Section.


 

















 


“Assets” means the gross dollar amount of assets, as
defined by generally accepted accounting principles, less accumulated
depreciation and amortization.


 


“Capitalized Rent” means the present value (discounted
semi-annually at a discount rate equal to the weighted average rate of interest
borne by the Securities then Outstanding) of the total net amount of rent
payable for the remaining term of any lease of property by the Company
(including any period for which any lease has been extended); provided,
however, that no such rental obligation shall be deemed to be Capitalized
Rent unless the lease resulted from a Sale and Leaseback Transaction.  The total net amount of rent payable under
any lease for any period shall be the total amount of the rent payable by the
lessee with respect to such period but shall not include amounts required to be
paid on account of maintenance and repairs, insurance, taxes assessments, water
rates, sewer rates and similar charges.


 


“Capital Stock” means and includes any and all shares,
interests, participations or other equivalents (however designated) of
ownership in a corporation or other Person.


 


“Consolidated Assets” means the Assets of the Company
and its Subsidiaries determined on a consolidated basis as of the end of the
Company’s then most recently reported fiscal year or quarter, as the case may
be, including minority interests in Subsidiaries.


 


“Control” means ownership of voting power sufficient
to elect a majority of the directors or other members of the governing body of
any Person.


 


“Debt” means, with respect to a Person, all
obligations of such Person for borrowed money and all such obligations of any
other Person for borrowed money guaranteed by such Person.


 


“Funded Debt” means any Debt maturing by its terms
more than one year from its date of issuance (notwithstanding that any portion
of such Debt is included in current liabilities).


 


“Lien” means any mortgage, pledge, security interest,
lien, charge or other encumbrance.


 


“property” means any directly-held interest of a
Person in any kind of property or asset whether real, personal or mixed and
whether tangible or intangible, and includes capital stock or other ownership
interests or participations in or indebtedness of  a subsidiary or other Person.


 


“Sale and Leaseback Transaction” means any arrangement
with any Person other than a Tax Consolidated Subsidiary providing for the
leasing (as lessee) by the Company of any property (except for temporary leases
for a term, including any renewal thereof, of not more than three years (providing
that any such temporary lease may be for a term of up to five years if (a) the
Board of Directors of the Company reasonably finds such term to be in the best
interest of the Company and (b) the primary purpose of the transaction of which
such lease is part is not to provide funds to or financing for the Company)),
which property has been or is to be sold or transferred by the Company (i) to
any subsidiary of the Company in contemplation of or in connection with such
arrangement or (ii) to such other Person.


 


“Secured Debt” means Debt of the Company secured by
any Lien on property (including Capital Stock or indebtedness of subsidiaries
of the Company) owned by the Company.


 


2

















 


“Tax Consolidated Subsidiary” means a subsidiary of
the Company in respect of which, at the time a Sale and Leaseback Transaction
is entered into by the Company, the Company would be entitled to file a
consolidated federal income tax return.


 


Capitalized terms used herein without definition shall
have the same meanings given them in the Indenture.


 


SECTION 1.3  Rules
of Construction.  For all purposes
of this Supplemental Indenture:


 


(a)                                  capitalized terms used herein without
definition shall have the meanings specified in the Indenture;


 


(b)                                 all references herein to Articles and
Sections, unless otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture;


 


(c)                                  the terms “herein”, “hereof’, “hereunder”
and other words of similar import refer to this Supplemental Indenture; and


 


(d)                                 in the event of a conflict with the
definition of terms in the Indenture, the definitions in this Supplemental
Indenture shall control.


 


ARTICLE TWO


 


THE SECURITIES


 


There is hereby established a Series of Securities
pursuant to the Indenture with the following terms:


 


SECTION 2.1  Title
of the Securities.  The Series of
Securities shall be designated the 7.50% Senior Notes due 2034 (the “Notes”).


 


SECTION 2.2  Aggregate
Principal Amount.  The Notes will be
initially issued in an aggregate principal amount of up to $345,000,000 (except
for Notes authenticated and delivered upon registration of transfer of, in
exchange for or in lieu of other Notes). 
The Company may, at its option, at any time and without the consent of
the then existing holders of the Notes, issue additional Notes in one or more
transactions after the date of the initial issuance of the Notes with terms
(other than the issuance date, first interest payment date and issue price)
identical to the Notes initially issued. Any additional Notes issued will be
deemed to be part of the same series as the Notes initially issued and holders
of any such additional Notes shall have the right to vote with holders of all
other previously issued Notes. No additional Notes may be issued if an Event of
Default under the Indenture has occurred and is continuing with respect to the
Notes.


 


SECTION 2.3  Form
and Dating.


 


(a)                                  General.  The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A hereto.  The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Note shall be dated the
date


 


3

















 


of its authentication.  The Notes shall be in denominations of
$25.00 and integral multiples thereof.


 


The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of
this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby.  However, to the
extent any provision of any Notes conflicts with the express provisions of this
Supplemental Indenture, the provisions of this Supplemental Indenture shall
govern and be controlling.


 


(b)                                 Book-Entry Provisions. 
The Notes shall be issued initially in global form and the Company
hereby designates The Depository Trust Company as the initial Depositary for
the Global Securities.  Except as
provided in Section 2.11 of the Indenture, owners of beneficial interests in
Global Securities will not be entitled to receive physical delivery of
certificated Notes.


 


SECTION 2.4  Optional
Redemption.  The Notes may be
redeemed at the option of the Company, in whole or in part, at any time on and
after June 17, 2009 at a redemption price equal to 100% of the principal amount
of the Notes being redeemed on the redemption date, plus accrued and unpaid
interest thereon to the redemption date. 
The Company shall mail notice of any redemption at least 30 days but not
more than 60 days before the redemption date to each registered Holder of the
Notes to be redeemed. Once notice of redemption is mailed, the Notes called for
redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date.


 


ARTICLE THREE


 


ADDITIONAL COVENANTS OF THE COMPANY


 


SECTION 3.1  Limitations
on Secured Debt.  So long as any of
the Notes remain Outstanding, the Company will not create or incur any Secured
Debt without in any such case effectively providing concurrently with the
creation or incurrence of any such Secured Debt that the Notes then Outstanding
(together with, if the Company shall so determine, any other Debt of or
guaranteed by the Company ranking equally with the Notes and then existing or
thereafter created) shall be secured equally and ratably with (or, at the
option of the Company, prior to) such Secured Debt, unless immediately after
the incurrence of such Secured Debt (and after giving effect to the application
of the proceeds, if any, therefrom), the aggregate principal amount of all
Secured Debt, together with the aggregate amount of Capitalized Rent in respect
of Sale and Leaseback Transactions (other than Sale and Leaseback Transactions
described in clauses (a) to (f), inclusive, of Section 3.2), would not exceed
20% of the Consolidated Assets; provided, however, that the
foregoing restrictions shall not apply to, and there shall be excluded in
computing Secured Debt for the purpose of such restrictions, Secured Debt
secured by:


 


(a)                                  Liens on property existing at the time of
acquisition of such property by the Company, or Liens to secure the payment of
all or any part of the purchase price of property acquired or constructed by
the Company (including any improvements to existing property) created at the
time of or within 270 days following the acquisition of such property by the


 


4

















 


Company, or Liens to secure any
Secured Debt incurred by the Company prior to, at the time of or within 270
days following the acquisition of such property, which Secured Debt is incurred
for the purpose of financing all or any part of the purchase price thereof; provided,
however, that in the case of any such acquisition, the Lien shall not apply
to any property theretofore owned by the Company (including property
transferred by the Company to any subsidiary of the Company in contemplation of
or in connection with the creation of such Lien) or to any property of the
Company other than the property so acquired (other than, in the case of
construction or improvement, any theretofore unimproved real property or
portion thereof on which the property so constructed, or improvement, is
located);


 


(b)                                 Liens on property of a person (i)
existing at the time such Person is merged into or consolidated with the
Company or at the time of a sale, lease or other disposition of the properties
of a Person as an entirety or substantially as an entirety to the Company, (ii)
resulting from such merger, consolidation, sale, lease or disposition by virtue
of any Lien on property granted by the Company prior to such merger,
consolidation, sale, lease or disposition (and not in contemplation thereof or
in connection therewith) which applies to after-acquired property of the
Company or (iii) resulting from such merger, consolidation, sale, lease or
disposition pursuant to a Lien or contractual provision granted or entered into
by such Person prior to such merger, consolidation, sale, lease or disposition
(and not at the request of the Company); provided, however, that
any such Lien referred to in clause (i) shall not apply to any property of the
Company other than the property subject thereto, at the time such Person or
properties were acquired and any such Lien referred to in clause (ii) or (iii)
shall not apply to any property of the Company other than the property so
acquired;


 


(c)                                  Liens existing on the date of this
Supplemental Indenture;


 


(d)                                 Liens in favor of a government or
governmental entity to secure partial progress, advance or other payments, or
other obligations, pursuant to any contract or statute or to secure any Debt
incurred for the purpose of financing all or any part of the cost of acquiring,
constructing or improving the property subject to such Liens (including,
without limitation, Liens incurred in connection with pollution control,
industrial revenue, private activity bond or similar financing);


 


(e)                                  Liens arising by reason of deposits with,
or the giving of any form of security to, any governmental agency or any body
created or approved by law or governmental regulation, which Lien is required
by law or governmental regulation as a condition to the transaction of any
business or the exercise of any privilege, franchise, license or permit;


 


(f)                                    Liens for taxes, assessments or
governmental charges or levies not yet delinquent or governmental charges or
levies already delinquent, the validity of which charge or levy is being
contested in good faith and for which any reserves required in accordance with
generally accepted accounting principles have been established;


 


(g)                                 Liens (including judgment liens) arising
in connection with legal proceedings so long as such proceedings are being
contested in good faith and, in the case of judgment liens, execution thereon
is stayed and for which any reserves required in accordance with generally
accepted accounting principles have been established;


 


5

















 


(h)                                 Liens on any equity interests owned by
the Company or by any of its subsidiaries in (i) Rural Cellular Corporation,
Vodafone Group plc or any of their respective successors, or (ii) any other
person or persons that are not directly, or indirectly through one or more
intermediaries, controlled by the Company or by any of its subsidiaries;


 


(i)                                     Liens upon or in any property or assets
now owned or from time to time hereafter acquired by the Company or any of its
subsidiaries related in any way to the ownership by the Company or by any of
its subsidiaries of wireless telecommunications towers, including, but not
limited to, tower structures, land on which towers are located, other real
estate associated with such towers, leases for towers or for tower sites,
subleases, licenses, collocation arrangements, easements and all other real
property and other tangible or intangible assets related thereto;


 


(j)                                     Liens incurred and deposits made in the
ordinary course of business to secure surety and appeal bonds, leases,
return-on-money bonds and other similar obligations, exclusive of obligations
for the payment of borrowed money; and


 


(k)                                  any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any
Lien referred to in the foregoing clauses (a) to (j), inclusive; provided,
however, that the principal amount of Secured Debt secured thereby shall
not exceed the principal amount of Secured Debt secured thereby at the time of
such extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured the
Lien so extended, renewed or replaced (plus improvements to such property).


 


SECTION 3.2  Limitation
on Sale and Leaseback.  The Company
will not enter into any Sale and Leaseback Transaction unless immediately
thereafter (and after giving effect to the application of the proceeds, if any,
therefrom), the aggregate amount of Capitalized Rent in respect of Sale and
Leaseback Transactions, together with the aggregate principal amount of all
Secured Debt (other than Secured Debt described in clauses (a) to (k),
inclusive, of Section 3.1), would not exceed 20% of Consolidated Assets; provided,
however, that the foregoing restrictions shall not apply to, and there
shall be excluded in computing the aggregate amount of Capitalized Rent for the
purpose of such restrictions, the following Sale and Leaseback Transactions:


 


(a)                                  any Sale and Leaseback Transaction
entered into to finance the payment of all or any part of the purchase price of
property acquired or constructed by the Company (including any improvements to
existing property) or entered into prior to, at the time of or within 270 days
after the acquisition or construction of such property, which Sale and
Leaseback Transaction is entered into for the purpose of financing all or part
of the purchase or construction price thereof; provided, however,
that in the case of any such acquisition, such Sale and Leaseback Transaction
shall not involve any property transferred by the Company to a subsidiary of
the Company in contemplation of or in connection with such Sale and Leaseback
Transaction or involve any property of the Company other than the property so
acquired (other than, in the case of construction or improvement, any
theretofore unimproved real property or portion thereof on which the property
so constructed, or the improvement, is located);


 


(b)                                 any Sale and Leaseback Transaction
involving property of a Person existing at the time such Person is merged into
or consolidated with the Company or at the time of a sale, lease


 


6

















 


or other disposition of the
properties of a Person as an entirety or substantially as an entirety to the
Company;


 


(c)                                  any Sale and Leaseback Transaction in
which the lessor is a government or governmental entity and which Sale and
Leaseback Transaction is entered into to secure partial progress, advance or
other payments, or other obligations, pursuant to any contract or statute or to
secure any Debt incurred for the purpose of financing all or any part of the
cost of constructing or improving the property subject to such Sale and
Leaseback Transaction (including, without limitation, Sale and Leaseback Transactions
incurred in connection with pollution control, industrial revenue, private
activity bond or similar financing);


 


(d)                                 any Sale and Leaseback Transaction
involving any property or assets now owned or from time to time hereafter
acquired by the Company or any of its subsidiaries related in any way to the
ownership by the Company or by any of its subsidiaries of wireless
telecommunications towers, including, but not limited to, tower structures,
land on which towers are located, other real estate associated with such
towers, leases for towers or for tower sites, subleases, licenses, collocation
arrangements, easements and all other real property and other tangible or
intangible assets related thereto;


 


(e)                                  any Sale and Leaseback Transaction the
net proceeds of which are at least equal to the fair value (as determined by
the Board of Directors of the Company) of the property leased pursuant to such
Sale and Leaseback Transaction, so long as within 270 days of the effective
date of such Sale and Leaseback Transaction, the Company applies (or
irrevocably commits to an escrow account for the purpose or purposes
hereinafter mentioned) an amount equal to the net proceeds of such Sale and
Leaseback Transaction to either (x) the purchase of other property  having a fair value at least equal to the
fair value of the property leased in 
such Sale and Leaseback Transaction and having a similar utility and
function, or (y) the retirement or repayment (other than any mandatory retirement
or repayment at maturity) of (i) Notes, (ii) other Funded Debt of the Company
which ranks prior to or in a parity with the Notes or (iii) indebtedness of any
subsidiary of the Company maturing by its terms more than one year from its
date of issuance (notwithstanding that any portion of such indebtedness is
included in current liabilities) or preferred stock of any subsidiary of the
Company (other than any such indebtedness owed to or preferred stock owned by
the Company or any subsidiary of the Company); provided, however,
that in lieu of applying an amount equivalent to all or any part of such net
proceeds to such retirement or repayment (or committing such an amount to any
escrow account for such purpose), the Company may deliver to the Trustee
Outstanding Notes and thereby reduce the amount to be applied pursuant to (y)
of this clause (e) by an amount equivalent to the aggregate principal amount of
the Notes so delivered; and


 


(f)                                    any Sale and Leaseback Transaction
involving the extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of a lease pursuant to a Sale and
Leaseback Transaction referred to in the foregoing clauses (a) to (e),
inclusive; provided, however, that such lease extension, renewal
or replacement shall be limited to all or any part of the same property leased
under the lease so extended, renewed or replaced (plus improvements to such
property).


 


7

















 


ARTICLE FOUR


 


ADDITIONAL REMEDIES OF THE TRUSTEE AND

SECURITYHOLDERS ON EVENTS OF DEFAULT


 


SECTION 4.1  Additional
Events of Default.  In addition to
the “Events of Default” provided for in Section 6.01 of the Indenture, the
following shall also constitute “Events of Default” with respect to the Notes
as contemplated by Section 6.01(a)(6) of the Indenture:


 


(i)                                     a default occurs under any instrument
(including this Indenture) under which there is at the time outstanding, or by
which there may be secured or evidenced, any indebtedness of the Company for
money borrowed by the Company (other than non-recourse indebtedness) which
results in acceleration (whether by declaration or automatically) of, or the
non payment at maturity (after giving effect to any applicable grace period)
of, such indebtedness in an aggregate amount exceeding 2% of Consolidated
Assets, in which case the Company shall immediately give notice to the Trustee
of such acceleration or non-payment and (ii) there shall have been a failure to
cure such default or to discharge all such defaulted indebtedness within ten days
after notice thereof to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 33% in principal amount of the Notes then
Outstanding (excluding, if such defaulted indebtedness includes the Notes, such
Notes) and such acceleration shall not be rescinded or annulled; provided,
however, that it shall not constitute an Event of Default hereunder as long
as the Company is contesting any such default or acceleration in good faith and
by appropriate proceedings.


 


ARTICLE FIVE


 


MISCELLANEOUS PROVISIONS


 


SECTION 5.1  Ratification.  The Indenture, as supplemented and amended
by this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed


 


SECTION 5.2  Governing
Law.  This Fourth Supplemental
Indenture shall be governed by, and construed and enforced in accordance with,
the laws of the jurisdiction which govern the Indenture and its construction.


 


SECTION 5.3  Counterparts
and Method of Execution. This Fourth Supplemental Indenture may be executed
in several counterparts, all of which together shall constitute one agreement
binding on all parties hereto, notwithstanding that all parties have not signed
the same counterpart.


 


SECTION 5.4  Section
Titles.  Section titles are for
descriptive purposes only and shall not control or alter the meaning of this
Fourth 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 Fourth
Supplemental Indenture.  The statements
herein are deemed to be those of the Company and not of the Trustee.


 


8

















 


IN WITNESS
WHEREOF, the Parties hereto have caused this Fourth Supplemental Indenture to
be duly executed all as of the day and year first above written.


 


	
   

  	
   

  	
  UNITED
  STATES CELLULAR CORPORATION

  
	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    

  
	
   

  	
   

  	
  Name:

  	
  LeRoy T.
  Carlson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    

  
	
   

  	
   

  	
  Name:

  	
  Kenneth R.
  Meyers

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President — Finance,

  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BNY MIDWEST
  TRUST COMPANY,

  Trustee, an
  Illinois Trust Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    

  
	
   

  	
   

  	
  Name:

  	
  Mary
  Callahan

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  



 


 


SIGNATURE PAGE TO FOURTH

SUPPLEMENTAL INDENTURE

RE: 7.50% SENIOR NOTES DUE 2034


 

















 


EXHIBIT
A TO FOURTH SUPPLEMENTAL INDENTURE


 


Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor Depository.


 


	
  No. 

  	
   

  	
   

  	
   

  	
  CUSIP: 911684 30 6

  
	
   

  	
   

  	
  ISIN: US9116843064

  



 


UNITED
STATES CELLULAR CORPORATION


 


7.50%
SENIOR NOTES DUE 2034


 


	
  Principal
  Amount:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stated
  Maturity Date:

  	
   

  	
  June 15,
  2034

  
	
   

  	
   

  	
   

  
	
  Original
  Issue Date:

  	
   

  	
  June 17,
  2004

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate:

  	
   

  	
  7.50% per
  annum

  



 


UNITED STATES CELLULAR CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (herein referred
to as the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO. or registered assigns, the Principal Amount specified above
on the Stated Maturity Date specified above, and to pay interest on said
Principal Amount from June 17, 2004 at the Interest Rate specified above on
September 15, 2004 and thereafter quarterly on December 15, March 15, June 15
and September 15 of each year (each an “Interest Payment Date”), until the
Principal Amount will have been paid or duly provided for.


 


On an Interest Payment Date, interest will be paid to
the persons in whose names the Notes (as defined below) were registered as of
the Record Date (the “Record Date”). 
With respect to any Interest Payment Date, while the Notes remain in the
form of a Global Security, the Record Date will be one Business Day prior to
the relevant Interest Payment Date.


 


The amount of interest payable for any period will be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any period shorter than a full quarterly interest period
will be computed on the basis of the number of days elapsed in a 90-


 


9

















 


day quarter of three 30-day
months. If any Interest Payment Date falls on a Saturday, Sunday, legal holiday
or a day on which banking institutions in the City of New York are authorized
by law to close, then payment of interest will be made on the next succeeding
business day and no additional interest will accrue because of the delayed
payment, except that, if such business day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding business day,
with the same force and effect as if made on such date.


 


Payment of the principal of this Note and the interest
thereon will be made at the office or agency of the Company in the Borough of
Manhattan, City and State of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


 


The Notes are issuable only in registered form without
coupons in denominations of $25.00 and any integral multiple thereof.


 


The Notes will be redeemable at the option of the
Company, in whole or in part, at any time on and after June 17, 2009, upon not
less than 30 nor more than 60 days notice, at a redemption price equal to 100%
of the principal amount redeemed plus accrued and unpaid interest to the
redemption date.


 


In case of any partial redemption, selection of the
Notes for redemption will be made by the Trustee on a pro rata basis, by lot or
by such other method as the Trustee in its sole discretion shall deem to be
fair and appropriate, although no Note of $25.00 in principal amount at
maturity or less shall be redeemed in part. 
If any Note is to be redeemed in part only, the notice of redemption
relating to such Note shall state the portion of the principal amount thereof
to be redeemed.  A new Note in principal
amount at maturity equal to the unredeemed portion thereof will be issued in
the name of the holder thereof upon cancellation of the original Note.


 


This Note is one of a duly authorized series of
Securities of the Company, issuable in one or more series under and pursuant to
an Indenture dated as of June 1, 2002 duly executed and delivered between the
Company and BNY Midwest Trust Company, as Trustee (herein referred to as the
“Trustee”), and have been designated pursuant to the Fourth Supplemental
Indenture thereto dated June 9, 2004 (such Indenture, as originally executed
and delivered and as thereafter supplemented and amended being herein after
referred to as the “Indenture”). 
Reference is made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Notes.  By the terms of the
Indenture, Securities are issuable in series which may vary as to amount, date
of maturity, rate of interest and in other respects as in the Indenture
provided.  This Note is one of the
series of Securities designated on the face hereof.


 


Notes may be exchanged upon presentation thereof at
the office or agency of the Company designated for such purpose, for other
Notes of authorized denominations, and for a like aggregate principal amount,
upon payment of a sum sufficient to cover any tax or other governmental charge
in relation thereto, all as provided in the Indenture.  In respect of any Notes so surrendered for
exchange, the Company will execute, the Trustee will authenticate and such
office or agency will deliver in exchange therefor the Note or Notes of the
same series which the


 


2

















 


Securityholder making the
exchange will be entitled to receive, bearing numbers not contemporaneously
outstanding.


 


The Company will keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of Manhattan, the
City and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the “Note Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company will
register the Notes and the transfers of Notes. 
The registrar for the purpose of registering Notes and transfer of Notes
will initially be the Trustee or such other person as may be subsequently
appointed as authorized by Board Resolution or Company Order (the “Note
Registrar”).


 


Upon surrender for transfer of any Note at the office
or agency of the Company designated for such purpose in the Borough of
Manhattan, the City and State of New York, or other location as aforesaid, the
Company will execute, the Trustee will authenticate and such office or agency
will deliver in the name of the transferee or transferees a new Note or Notes
presented for a like aggregate principal amount.


 


All Notes presented or surrendered for exchange or
registration of transfer will be accompanied (if so required by the Company or
the Note Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Note Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.


 


Except as provided in the Indenture, no service charge
will be assessed for any exchange or registration of transfer of Notes, or
issue of new Notes in case of partial redemption, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto as provided in the Indenture.


 


The Company will neither be required (i) to issue,
exchange or register the transfer of any Notes during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the outstanding Notes and ending at the close of
business on the day of such mailing, nor (ii) to register the transfer of or
exchange any Notes or portions thereof called for redemption.


 


As long as this Note is represented in global form
(the “Global Security”) registered in the name of The Depositary Trust Company
or its nominee, except as provided in the Indenture and subject to certain
limitations therein set forth, no Global Security shall be exchangeable or
transferable.


 


So long as any Notes remain outstanding, the Company
agrees to maintain an office or agency with respect to each such series, which
will be in the Borough of Manhattan, the City and State of New York or at such
other location or locations as may be designated as provided in the Indenture,
where (i) Notes may be presented for payment, (ii) Notes may be presented as
for registration of transfer and exchange, and (iii) notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be given or served, such designation to continue with respect to such
office or agency until the Company will, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate some other office or
agency for such purposes or any of them. 
The Company may also from time to time designate


 


3

















 


one or more other offices or
agencies for the foregoing purposes within or outside the Borough of Manhattan,
City of New York, and may from time to time rescind such designations.


 


The Trustee or its agent at its offices in New York,
New York will initially act as Notes Registrar and paying agent for the Notes.


 


The Notes are not subject to any sinking fund.


 


If an Event of Default (as defined in the Indenture)
with respect to the Notes shall occur and be continuing, the principal plus any
accrued interest may be declared due and payable in the manner and with the
effect and subject to the conditions provided in the Indenture.


 


The Indenture contains provisions for defeasance at
any time of the entire indebtedness of this Note upon compliance by the Company
with certain conditions set forth therein.


 


Prior to the due presentment for registration of
transfer of any Notes, the Company, the Trustee, any paying agent and any Note
Registrar may deem and treat the person in whose name such Note will be
registered upon the books of the Company as the absolute owner of such Note
(whether or not such Note will be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the Note Registrar) for
the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to the Indenture) interest on such Note and for
all other purposes; and neither the Company nor the Trustee nor any paying
agent nor any Note Registrar will be affected by any notice to the contrary.


 


The Company and the Trustee may execute supplemental
indentures without the consent of any holder of Notes for certain purposes as
specified in the Indenture and with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities for certain other
purposes as specified in the Indenture.


 


No recourse will be had for the payment of the
principal of or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.


 


THIS
NOTE WILL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF ILLINOIS,
AND FOR ALL PURPOSES WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF  LAW.


 


All terms used in this Note which are defined in the
Indenture will have the meanings assigned to them in the Indenture.


 


This Note will not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon will have been signed by
or on behalf of the Trustee.


 


4

















 


IN WITNESS
WHEREOF, the Company has caused this Instrument to be executed.


 


	
   

  	
  UNITED
  STATES CELLULAR CORPORATION

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  LeRoy T.
  Carlson, Jr.

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kenneth R.
  Meyers

  
	
   

  	
  Title:

  	
  Executive
  Vice President – Finance, Chief

  Financial Officer and Treasurer

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated in accordance with, and referred to in, the within-mentioned
Indenture.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  BNY Midwest
  Trust Company, as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
					



 


 


SIGNATURE PAGE TO

GLOBAL SECURITY FOR

7.5% SENIOR NOTES DUE 2034

OF UNITED STATES CELLULAR CORPORATION


 

















 


ASSIGNMENT FORM


 


	
  To assign this Note, fill in the form below:

  
	
   

  
	
  I or we
  assign and transfer this Note to 

  
	
   

  
	
   

  	
   

  	
   

  
	
  Insert assignee’s Social Security or tax I.D. no.

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip code)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  and all
  rights thereunder and irrevocably appoint

  
	
   

  
	
   

  
	
   

  
	
  agent to
  transfer this Note on the books of the Company.  The agent may substitute another to act for him.

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice:  The signature to this
  assignment must correspond with the

  name as it appears on the first page of the within Note.