UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
CURRENT REPORT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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62-1147325 |
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(State or other jurisdictionof incorporation)
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(IRS Employer Identification No.) |
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8410 West Bryn Mawr, Chicago, Illinois |
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60631 |
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(Address of principal executive offices) |
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(Zip Code) |
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class To be so Registered |
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Name of Each Exchange On Which Each Class is to be Registered |
7.25% Senior Notes due 2063 |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A (c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A (d), check the following box. o
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-188971
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
A description of the Registrant’s 7.25% Senior Notes due 2063 (the “Notes”) to be registered hereby is contained under the caption “Description of the Notes” set forth in the Prospectus Supplement dated December 1, 2014, and under the caption “Description of Debt Securities” set forth in the Prospectus dated December 1, 2014, as filed with the Securities and Exchange Commission under Rule 424(b)(5) under the Securities Act of 1933, as amended, with respect to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-188971), and such descriptions are incorporated herein by reference thereto.
Item 2. Exhibits.
Exhibit
Number Description of Exhibit
1. Indenture dated as of June 1, 2002 between the Registrant 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), filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-88344) and incorporated herein by reference thereto.
2. Form of Seventh Supplemental Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2063 attached as Exhibit A thereto.
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SIGNATURE |
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. |
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United States Cellular Corporation |
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Date: |
December 2, 2014 |
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By: |
/s/ Steven T. Campbell |
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Steven T. Campbell |
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Executive Vice President - Finance, |
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Chief Financial Officer and Treasurer |
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EXHIBIT INDEX |
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Exhibit Number |
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Description of Exhibit |
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1. |
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Indenture dated as of June 1, 2002 between the Registrant 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), filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-88344) and incorporated herein by reference thereto. |
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2. |
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Form of Seventh Supplemental Indenture dated between the Registrant and The Bank of New York Mellon Trust Company, N.A., including the form of 7.25% Senior Notes due 2063 attached as Exhibit A thereto. |
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Exhibit 2
SEVENTH SUPPLEMENTAL INDENTURE
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 8, 2014 (this “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 “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(e) 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;
WHEREAS, pursuant to Section 9.01 of the Indenture, this Supplemental Indenture does not require the consent of any holders of Securities;
WHEREAS, the Company desires to enter into this Supplemental Indenture to provide for the establishment of a series of Securities to be known as the 7.25 % Senior Notes due 2063 (the “Notes”), the form, substance, terms, provisions and conditions of which shall be set forth in the Indenture and this Supplemental Indenture; and
WHEREAS, all acts and requirements necessary to make this Supplemental Indenture a valid and legally binding agreement of the Company and the Trustee, and a valid and legally binding amendment of and supplement to the Indenture, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of the Notes provided for herein, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders of the Notes as follows:
“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.
“Depositary” means, with respect to the Notes, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11 to the Indenture.
“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.
“Subsidiary” or “subsidiary” means a Person which is consolidated with the Company in accordance with generally accepted accounting principles.
“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.
There is hereby established a series of Securities pursuant to the Indenture with the following terms:
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the day and year first above written.
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UNITED STATES CELLULAR CORPORATION |
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a Delaware corporation |
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By: ________________________________ Name: Title:
By: ________________________________ Name: Title:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, a national banking association
By: ________________________________ Name: Title:
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SIGNATURE PAGE TO SEVENTH
SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 8, 2014
RE: 7.25% SENIOR NOTES DUE 2063
EXHIBIT A TO SEVENTH 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 Depositary or to a successor Depositary or to a nominee of such successor Depositary.
UNITED STATES CELLULAR CORPORATION
7.25% SENIOR NOTES DUE 2063
Principal Amount: $___,000,000
Stated Maturity Date: December 1, 2063
Original Issue Date: _________, 2014
Interest Rate: 7.25% 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 December 8, 2014 at the Interest Rate specified above on March 1, 2015 and thereafter quarterly on June 1, September 1, December 1 and March 1 of each year (each an “Interest Payment Date”), until the Principal Amount will have been paid or duly provided for.
On an Interest Payment Date, interest will be paid to the persons in whose names the Notes (as defined below) were registered as of the Record Date (the “Record Date”). With respect to any Interest Payment Date, while the Notes remain in the form of a Global Security, the Record Date will be one Business Day prior to the relevant Interest Payment Date.
The amount of interest payable for any period will be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any period shorter than a full quarterly interest period will be computed on the basis of the number of days elapsed in a 90-day quarter of three 30-day months. If any Interest Payment Date falls on a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York are authorized by law to close, then payment of interest will be made on the next succeeding Business Day and no additional interest will accrue because of the delayed payment, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, with the same force and effect as if made on such date.
Payment of the principal of this Note and the interest thereon will be made at the office or agency of the Company in the Borough of Manhattan, City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
The Notes are issuable only in registered form without coupons in denominations of $25.00 and any integral multiple in excess thereof.
The Notes will be redeemable at the option of the Company, in whole or in part, at any time on and after December 8, 2019, 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(herein sometimes referred to as the “Notes”), 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 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 (herein referred to as the “Trustee”), and have been designated pursuant to the Seventh Supplemental Indenture thereto dated December 8, 2014 (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 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 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 Depository 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 Notes and this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company will, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. The Company may also from time to time designate one or more other offices or agencies for the foregoing purposes within or outside the Borough of Manhattan, City of New York, and may from time to time rescind such designations.
The Trustee or its agent at its offices in New York, New York will initially act as Notes Registrar and paying agent for the Notes.
The Notes are not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing, the principal plus any accrued interest may be declared due and payable in the manner and with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein.
Prior to the due presentment for registration of transfer of any Notes, the Company, the Trustee, any paying agent and any Note Registrar may deem and treat the person in whose name such Note will be registered upon the books of the Company as the absolute owner of such Note (whether or not such Note will be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account of the principal of and premium, if any, and (subject to the Indenture) interest on such Note and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Note Registrar will be affected by any notice to the contrary.
The Company and the Trustee may execute supplemental indentures without the consent of any holder of Notes for certain purposes as specified in the Indenture and with the consent of the holders of not less than a majority in aggregate principal amount of the Securities for certain other purposes as specified in the Indenture.
No recourse will be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.
THIS NOTE WILL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF ILLINOIS, AND FOR ALL PURPOSES WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.
All terms used in this Note which are defined in the Indenture will have the meanings assigned to them in the Indenture.
This Note will not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon will have been signed by or on behalf of the Trustee.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.
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UNITED STATES CELLULAR CORPORATION |
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a Delaware corporation |
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By: |
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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO
GLOBAL SECURITY FOR
7.25% SENIOR NOTES DUE 2063
OF UNITED STATES CELLULAR CORPORATION
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:
The Bank of New York Mellon
Trust Company, N.A., as Trustee
By:___________________________
Authorized Signatory
TRUSTEE AUTHENTICATION PAGE TO
GLOBAL SECURITY FOR
7.25% SENIOR NOTES DUE 2063
OF UNITED STATES CELLULAR CORPORATION
ASSIGNMENT FORM
To assign this Note, fill in the form below: |
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I or we assign and transfer this Note to |
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Insert assignee’s Social Security or tax I.D. no. |
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(Print or type assignee’s name, address and zip code) |
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and all rights thereunder and irrevocably appoint |
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agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. |
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Dated: |
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Notice: The signature to this assignment must correspond with the name as it appears on the first page of the within Note. |
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