TDS CAPITAL I TDS CAPITAL II TDS CAPITAL III (each, a Delaware business trust)Underwriting Agreement • December 2nd, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
EXCHANGE AGREEMENTExchange Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • Illinois
TELEPHONE AND DATA SYSTEMS, INC. ISSUER AND FIRST NATIONAL BANK OF CHICAGO TRUSTEE INDENTUREIndenture • October 21st, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
TELEPHONE AND DATA SYSTEMS, INC. (an Iowa corporation) TDS CAPITAL I TDS CAPITAL II TDS CAPITAL III (each, a Delaware business trust) 16,000,000 Trust Preferred Securities Trust Originated Preferred Securities-SM- ("TOPrS-SM-") (Liquidation Preference...Underwriting Agreement • October 21st, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
ARTICLE II TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • December 2nd, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT, between TDS and RUDOLPH E. HORNACEK, entered into on November 30, 1995 (to supersede the Agreement dated August 28, 1995), by and between Rudolph E. Hornacek (hereinafter referred to as "Executive") and...Deferred Compensation Agreement • March 22nd, 1996 • Telephone & Data Systems Inc • Telephone communications (no radiotelephone) • Illinois
March 5, 1997 American Paging, Inc. Suite 3100 1300 Godward Street, N.E. Minneapolis, Minnesota 55413 Re: Revolving Credit Agreement dated January 1, 1994, as amended (the "Revolving Credit Agreement"), between American Paging, Inc. (the "Company")...Revolving Credit Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications
This letter will constitute TDS's agreement to amend the Revolving Credit Agreement, effective January 1, 1997, by changing all references to "$150,000,000" in the Revolving Credit Agreement to "$180,000,000." All other terms and conditions of the Revolving Credit Agreement shall remain in full force and effect.
REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement, dated as of January 1, 1994, is entered into between Telephone and Data Systems, Inc., an Iowa corporation (herein called "TDS"), and American Paging, Inc., a Delaware corporation (herein...Revolving Credit Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications
ARTICLE I DEFINITIONSIndenture • October 21st, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
EXECUTIVE DEFERRED COMPENSATION AGREEMENTExecutive Deferred Compensation Agreement • March 27th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications
JOINT FILING AGREEMENT AND POWER OF ATTORNEY By signing below, the parties hereto hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D (including any amendments thereto) on behalf of such...Joint Filing Agreement and Power of Attorney • March 18th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications
By signing below, the parties hereto hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of Schedules 13G and/or Schedules 13D (including any amendments thereto) on behalf of such parties in their capacities as trustees of the Voting Trust Agreement dated June 30, 1989, as amended. Each of the undersigned persons further hereby constitutes and appoints each of LeRoy T. Carlson, Jr. and Walter C.D. Carlson, acting singly, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in their capacities as trustees of such voting trust, to execute for and on behalf of the undersigned, all Schedules 13G and/or Schedules 13D and all amendments thereto as required by the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
ARTICLE I DEFINITIONSIntercompany Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • Illinois
December 23, 1997 To the Board of Directors of American Paging, Inc.Merger Agreement • December 24th, 1997 • Telephone & Data Systems Inc • Radiotelephone communications
As you know, the Board of Directors of Telephone and Data Systems, Inc. ("TDS") has approved an Asset Contribution Agreement, dated December 22, 1997 (the "Asset Contribution Agreement"), among TDS, TSR Paging Inc. ("TSR") and TSR Wireless LLC, a Delaware limited liability company ("TSR Wireless"). In accordance with the terms and conditions of the Asset Contribution Agreement, TDS has proposed to negotiate and enter into a merger agreement with American Paging, Inc., pursuant to which a wholly owned subsidiary of TDS would acquire all of the issued and outstanding Common Shares of API not owned by TDS for cash in an amount equal to $2.25 per share. Under the terms of the Asset Contribution Agreement, TDS is not required to complete a merger which does not have the recommendation of a special committee of independent directors of API. Upon consummation of the merger as contemplated by such merger agreement, in accordance with the terms and conditions of the Asset Contribution Agreement
FIRST SUPPLEMENTAL INDENTURE Dated as of November 18, 1997 Between TELEPHONE AND DATA SYSTEMS, INC. and THE FIRST NATIONAL BANK OF CHICAGO ARTICLE I DEFINITIONS SECTION 1.1. DEFINITION OF TERMS . . . . . . . . . . . . . . 2 SECTION 1.2....Indenture • December 2nd, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
Shares TELEPHONE AND DATA SYSTEMS, INC. TDS Telecommunications Group Shares INTERNATIONAL UNDERWRITING AGREEMENTInternational Underwriting Agreement • May 13th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • New York
AMENDMENT DATED AS OF NOVEMBER 20, 1992, TO THE VOTING TRUST AGREEMENT DATED AS OF JUNE 30, 1989Voting Trust Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications
A Voting Trust Agreement ("Agreement") was entered into as of June 30, 1989, between certain holders of the Series A Common Shares, par value $1.00 per share, of Telephone and Data Systems, Inc., an Iowa corporation ("Certificate Holders"), and WALTER C.D. CARLSON, LETITIA G.C. CARLSON, LEROY T. CARLSON, JR., MELANIE J. HEALD AND DONALD C. NEBERGALL, as Trustees.
THIS INDENTURE, dated as of October 15, 1997, between TELEPHONE AND DATA SYSTEMS, INC., an Iowa corporation (the "Company") and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, duly organized and existing under the laws of the...Indenture Agreement • December 2nd, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
ARTICLE II TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • October 21st, 1997 • Telephone & Data Systems Inc • Radiotelephone communications • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • New York
EXHIBIT 10.16 TDS TELECOMMUNICATIONS CORPORATION PHANTOM STOCK OPTION INCENTIVE PLAN AGREEMENT This Phantom Stock Option Incentive Plan Agreement (the "Agreement") is entered into by and between TDS Telecommunications Corporation, a Delaware...Phantom Stock Option Incentive Plan Agreement • March 27th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • Wisconsin
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of January 1, 1994, is entered into between Telephone and Data Systems, Inc., an Iowa corporation (herein called "TDS"), and American Paging, Inc., a Delaware corporation...Registration Rights Agreement • March 17th, 1998 • Telephone & Data Systems Inc • Radiotelephone communications • Illinois
