AMONGPurchase Agreement • June 16th, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
W I T N E S S E T H:First Supplemental Indenture • May 22nd, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
EXHIBIT 99.2 RESTATED AND AMENDED STOCK OPTION AGREEMENT ---------------------- THIS AGREEMENT, is made as of the 26th day of June, 1992, between TELEPHONE AND DATA SYSTEMS, INC., an Iowa corporation (the "Company"), and GEORGE L. DIENES (the...Stock Option Agreement • June 30th, 1998 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Illinois
AMENDMENT NO. 1Revolving Credit Agreement • March 30th, 2000 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Massachusetts
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
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)
Exhibit 10.3 GuarantyGuaranty • November 13th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
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 • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
RECITALSStockholder Agreement • September 28th, 1999 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.3 SANDRA L. HELTON -- LETTER AGREEMENT Ms. Helton was hired as Executive Vice President-Finance and Chief Financial Officer on August 10, 1998. The following describes the material terms of Ms. Helton's employment arrangements pursuant to a...Letter Agreement • March 31st, 1999 • 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.
d) Conflicting Instruments. Neither the execution and delivery of this Agreement nor the performance by Stockholder of its agreements and obligations hereunder will 2Stockholders Agreement • September 1st, 2000 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Delaware
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 TABLEIndenture • October 16th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Illinois
WITNESSETH:Second Supplemental Indenture • August 13th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
AMONGRevolving Credit Agreement • June 19th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
ARTICLE ONESupplemental Indenture • November 29th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)
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.
GUARANTEEGuarantee • November 13th, 2002 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
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 99.4 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 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.
Section of Trust Indenture Act Section of of 1939, as amended Indenture ------------------- ---------Indenture • November 13th, 2001 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Illinois
TELEPHONE AND DATA SYSTEMS, INC.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.
TELEPHONE AND DATA SYSTEMS, INC. <<YEAR>> STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 6th, 2016 • 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 “Optionee”), as of <<GRANT DATE>> (the “Option Date”), pursuant to the provisions of the Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan, as amended (the “Plan”), a Non-Qualified Stock Option (the “Option”) to purchase from the Company <<STKO>> shares of Common Stock at the price of $<<PRICE>> per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
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
TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Preferred Stock Represented by Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2021 • 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 from time to time shares of its Preferred Stock, par value $0.01 per share (the “Preferred Shares”) represented by depositary shares (the “Depositary Shares”) deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares (which amount does not include the possible issuance and sale of additional Option Underwritten Securities, as hereinafter defined, if any), in or pursuant to one or more offerings on terms to be determined at the time of sale. Each Depositary Share will represent beneficial ownership of the fraction of a Preferred Share specified in the Terms Agreement (as defined below).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 27th, 2012 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Illinois
This SIXTH SUPPLEMENTAL INDENTURE, dated as of November 26, 2012 (the “Supplemental Indenture”), is entered into by and among Telephone and Data Systems, Inc., 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”).
Credit Agreement Dated as of May 1, 2024 Among Telephone and Data Systems, Inc., as the Borrower, Oaktree Fund Administration, LLC, as the Administrative Agent, The Lenders Party Hereto and Oaktree Capital Management, L.P., as Sole Lead Arranger and...Credit Agreement • May 3rd, 2024 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
TELEPHONE AND DATA SYSTEMS, INC.Performance Share Award Agreement • August 6th, 2021 • 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. 2020 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), a Performance Share Award (the “Award”) with a target opportunity equal to «PSA» 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.
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.Restricted Stock Unit Award Agreement • August 5th, 2024 • 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 June 11, 2024 (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 Shareworks (the “Award Summary”). The Award is granted pursuant to the provisions of the Telephone and Data Systems, Inc. 2022 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
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...Stockholder 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.
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.
GUARANTEEGuarantee • March 20th, 2003 • Telephone & Data Systems Inc /De/ • 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").
