0001104659-11-015811 Sample Contracts

TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2011 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • New York
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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 22nd, 2011 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone) • Illinois

This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 21, 2011 (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”).

TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Debt Securities TERMS AGREEMENT
Terms Agreement • March 22nd, 2011 • Telephone & Data Systems Inc /De/ • Telephone communications (no radiotelephone)

We understand that Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of its senior debt securities (the “Securities”) (such securities also being hereinafter referred to as the “Initial Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Initial Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.

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