AMONGPurchase Agreement • June 16th, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.2 AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 17, 1999Agreement and Plan of Reorganization • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.4 AGREEMENT TO BE BOUND BY DEUTSCHE TELEKOM STOCKHOLDER AGREEMENT AND SIDE LETTER AGREEMENT The undersigned, TDSI Corporation, being the transferee from Telephone and Data Systems, Inc. ("TDS") of 35,570,493 shares of the common stock, par...Letter Agreement • January 16th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
The undersigned, TDSI Corporation, being the transferee from Telephone and Data Systems, Inc. ("TDS") of 35,570,493 shares of the common stock, par value $.001 per share, of VoiceStream Wireless Corporation, a Delaware corporation (the "Company"), as a condition to the receipt of such shares, acknowledges that matters pertaining to the voting, transfer and ownership of such shares is governed by the Stockholder Agreement dated as of July 23, 2000, between TDS and Deutsche Telekom AG ("DT") and the Side Letter Agreement dated as of July 23, 2000, between TDS and DT (collectively, the "Agreements"), and hereby (1) acknowledges receipt of a copy of the Agreements, and (2) agrees to be bound, to the same extent as TDS has heretofore been bound, by the terms of the Agreements, as the same have been or may be amended from time to time.
W I T N E S S E T H:Assignment and Assumption Agreement • March 30th, 2000 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2023 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is entered into as of March 2, 2023 among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the "Borrower"), the other Loan Parties, each lender party hereto (collectively, the "Lenders" and individually, a "Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.
AMONGRevolving Credit Agreement • June 19th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
ARTICLE ONEFirst Supplemental Indenture • November 29th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
EXHIBIT 4.1 TELEPHONE AND DATA SYSTEMS, INC. AND BNY MIDWEST TRUST COMPANY, AS TRUSTEE INDENTURE Dated as of ________, 2001 TABLE OF CONTENTS CROSS-REFERENCE TABLETelephone & Data Systems Inc /De/ • October 16th, 2001 • Telephone communications (no radiotelephone) • Illinois
W I T N E S S E T H:Indenture • May 22nd, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
Exhibit 10.2 GUARANTEETelephone & Data Systems Inc /De/ • November 13th, 2002 • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.3 Voting Trust Agreement dated as of June 30, 1989 Change of Controlling Law Pursuant to Section 8.11 of the Voting Trust Agreement dated of as of June 30, 1989 ("Agreement"), the undersigned trustees do hereby agree that, effective as of...Voting Trust Agreement • June 5th, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Iowa
Pursuant to Section 8.11 of the Voting Trust Agreement dated of as of June 30, 1989 ("Agreement"), the undersigned trustees do hereby agree that, effective as of May 22, 1998, the date upon which Telephone and Data Systems, Inc. became incorporated under the laws of the State of Delaware, all questions concerning the validity and administration of the Agreement and the trust created thereunder shall be determined under the law of the State of Delaware instead of the State of Iowa. A copy of this document is being sent to all Certificate Holders under the Agreement as required by Section 8.11.
Section of Trust Indenture Act Section of of 1939, as amended Indenture ------------------- ---------Telephone & Data Systems Inc /De/ • November 13th, 2001 • Telephone communications (no radiotelephone) • Illinois
Year Ended or at December 31, 2001 2000 1999 1998 1997 ------------------------ ------------------------------------------------------------------------------- ----------------------- (Dollars in thousands, except per share amounts) Operating Revenues...Telephone & Data Systems Inc /De/ • March 27th, 2002 • Telephone communications (no radiotelephone)
AGREEMENT TO BE BOUNDVoting Agreement • January 16th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
The undersigned, TDSI Corporation, being the transferee from Telephone and Data Systems, Inc. ("TDS") of 35,570,493 shares of the common stock, par value $.001 per share, of VoiceStream Wireless Corporation, a Delaware corporation (the "Company"), as a condition to the receipt of such shares, acknowledges that matters pertaining to the voting of such shares is governed by the Voting Agreement among the Company and certain stockholders of the Company ("Company Stockholders"), as accepted by TDS on May 4, 2000, and as amended by the First Amended and Restated Voting Agreement dated as of July 23, 2000 among the Company, Company Stockholders, TDS and Deutsche Telekom, AG (collectively, the "Agreement"), and hereby (1) acknowledges receipt of a copy of the Agreement, and (2) agrees to be bound, to the same extent as TDS has heretofore been bound, by the terms of the Agreement, as the same has been or may be amended from time to time.
Exhibit 99.7 EXECUTION COPY SETTLEMENT AGREEMENT AND RELEASE This SETTLEMENT AGREEMENT AND RELEASE (this "Agreement") is entered into as of the 17th day of September 1999 by and among SONERA LTD., a limited liability company organized under the laws...Settlement Agreement and Release • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
WITNESSETH:Second Supplemental Indenture • August 13th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
GUARANTEEGuarantee • November 13th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1Credit Agreement • March 30th, 2000 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Massachusetts
CREDIT AGREEMENT Dated as of May 10, 2018 among TELEPHONE AND DATA SYSTEMS, INC. as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO WELLS FARGO...Credit Agreement • May 16th, 2018 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 10, 2018, among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 99.4 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (the "Agreement"), is dated as of September 17, 1999, among VOICESTREAM WIRELESS CORPORATION, a Washington corporation ("VoiceStream"), VOICESTREAM WIRELESS HOLDING CORPORATION, a Delaware...Indemnity Agreement • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Credit Agreement Dated as of June 15, 2016 among Telephone and Data Systems, Inc. as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto Wells Fargo...Credit Agreement • June 21st, 2016 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
RECITALSStockholder Agreement • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENTTerms Agreement • November 27th, 2012 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
20__ RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 13th, 2013 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to <<NAME>> (the “Employee”) as of <<DATE>> (the “Grant Date”), pursuant to the provisions of the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award”) with respect to <<NUMBER>> shares of Common Stock, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2023 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is entered into as of March 2, 2023 among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto, each lender party hereto (collectively, the “Lenders” and, individually, a “Lender”) and COBANK, ACB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
TELEPHONE AND DATA SYSTEMS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEEIndenture • May 31st, 2013 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
THIS INDENTURE, dated as of the day of , 2013, between TELEPHONE AND DATA SYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. a national banking association, as trustee (hereinafter sometimes referred to as the “Trustee”):
TELEPHONE AND DATA SYSTEMS, INC.2020 Restricted Stock Unit Award Agreement • August 6th, 2020 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the recipient of this award (the “Employee”) as of May 21, 2020 (the “Grant Date”), a Restricted Stock Unit Award (the “Award”) with respect to the number of shares of Common Stock set forth in the “Portfolio Summary” section of the Employee’s Company on-line account with Solium Capital (the “Award Summary”). The Award is granted pursuant to the provisions of the Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), and is subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
RECITALSParent Stockholder Agreement • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2005 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to $126,500,000 aggregate initial public offering price of its debt securities, (the “Securities”) from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale.
TELEPHONE AND DATA SYSTEMS, INC.Telephone and Data • March 20th, 2018 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to «FNAME» «LNAME» (the “Employee”) as of <<DATE>> (the “Grant Date”), pursuant to the provisions of the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a Performance Share Award (the “Award”) with a target opportunity equal to «RSO» shares of Common Stock (the “Target Opportunity”), upon and subject to the restrictions, terms and conditions set forth below. Depending on performance during the Performance Period (for all purposes of this Award Agreement, as defined in Exhibit A hereto), the Employee may be entitled under this Award Agreement to shares of Common Stock equal to 0% to 200% of the Target Opportunity, in accordance with Section 3 below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
GUARANTEETelephone & Data Systems Inc /De/ • March 20th, 2003 • Telephone communications (no radiotelephone) • New York
GUARANTEE dated as of this 12th day of November, 2002, by TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (with its successors, "Guarantor"), for the benefit of JPMORGAN CHASE BANK (with its successors and assigns, "Beneficiary").
REVOLVING CREDIT AGREEMENT DATED AS OF January 24, 2002 AMONG TELEPHONE AND DATA SYSTEMS, INC., AS BORROWER, THE FINANCIAL INSTITUTIONS NAMED HEREIN, FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT LASALLE BANK NATIONAL ASSOCIATION, FIRST UNION NATIONAL...Revolving Credit Agreement • March 27th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is entered into as of September 15, 2023 among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto, each lender party hereto (collectively, the “Lenders” and, individually, a “Lender”) and COBANK, ACB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 3rd, 2023 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is entered into as of September 15, 2023 among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the "Borrower"), the other Loan Parties, each lender party hereto (collectively, the "Lenders" and individually, a "Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swing Line Lender and L/C Issuer.
ContractRevolving Credit Agreement • December 13th, 2004 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
Exhibit 4.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF December 9, 2004 AMONG TELEPHONE AND DATA SYSTEMS, INC., as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN, BANK OF AMERICA, N.A. as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION and THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH each as Document Agents TD SECURITIES (USA) LLC, as Syndication Agent and TORONTO DOMINION (TEXAS) LLC, as a Lender with BANC OF AMERICA SECURITIES LLC and TD SECURITIES (USA) LLC, having acted as Joint Lead Arrangers and Joint Bookrunners
