Amendment No. 1 to the Deposit Agreement, dated as of March 8, 2021, among Telephone and Data Systems, Inc., and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts issued thereunder

         

 

 

AMENDMENT NO. 1 TO THE DEPOSIT AGREEMENT, dated March 8, 2021 (“Amendment No. 1”), among TELEPHONE AND DATA SYSTEMS, INC., a Delaware corporation (the “Company”), COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (“Trust Company”), jointly as Depositary, the Trust Company as Registrar and as Transfer Agent, and Computershare as Dividend Disbursing Agent and Redemption Agent, and all holders from time to time of Receipts (as hereinafter defined) issued under the DEPOSIT AGREEMENT, dated March 2, 2021.

WHEREAS, the Company and the Depositary entered into that certain Deposit Agreement dated March 2, 2021, for the deposit of the Company’s Series UU Preferred Stock and for the issuance of Depositary Shares representing a fractional interest in the Series UU Preferred Stock deposited and for the execution and delivery of Receipts evidencing such Depositary Shares;

WHEREAS, the Company and the Depositary desire to amend the Deposit Agreement;

NOW, THEREFORE, the Company and the Depositary hereby agree to amend the Deposit Agreement as follows:

Unless otherwise specified in this Amendment No. 1, all capitalized terms used but not defined herein shall have the meanings given to such terms in the Deposit Agreement.

“Effective Date” shall mean the date set forth above and as of which this Amendment No. 1 shall become effective.

SECTION 2.01 Deposit Agreement. All references in the Deposit Agreement to the terms “Deposit Agreement” shall, as of the Effective Date, refer to the Deposit Agreement, dated March 2, 2021, as amended by this Amendment No. 1.

SECTION 2.02 Amendment. The first paragraph of Section 2.02 is hereby amended by deleting such section as of the Effective Date and replacing such section with the following:

“SECTION 2.02 Deposit of Series UU Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. The Company has delivered or is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing 16,800 Series UU Preferred Stock, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of the Deposit Agreement, (ii) a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Series UU Preferred Stock registered in such names specified in such written order and (iii) an opinion of counsel to the Company addressed to the Depositary containing opinions, or a letter from counsel to the Company authorizing reliance on such counsel’s opinions delivered to the underwriters named therein, relating to, (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary Shares or whether exemption from such registration is applicable. The Depositary acknowledges receipt of the aforementioned 16,800 Series UU Preferred Stock and related documentation and agrees to hold such deposited Series UU Preferred Stock in an account to be established by the Depositary at the Depositary Office or at such other office as the Depositary shall determine. The Company hereby appoints the Trust Company as the Registrar and Transfer Agent and Computershare as the Dividend Disbursing Agent and Redemption Agent for the Series UU Preferred Stock deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Series UU Preferred Stock held by it by notation, book-entry or other appropriate method. With respect to the foregoing appointments of Trust Company as Transfer Agent and Registrar and Computershare as Dividend Disbursing Agent and Redemption Agent, Trust Company and Computershare shall be entitled to the same rights, indemnities, immunities and benefits as the Depositary hereunder as if explicitly named in each such provision.

SECTION 3.01 New Receipts. All Receipts issued hereunder after the Effective Date shall be substantially in the form of the specimen Receipt attached as Exhibit A hereto. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.

SECTION 3.03 Indemnification. Each of the Company and the Depositary acknowledges and agrees that the indemnification provisions of Section 5.06 of the Deposit Agreement shall apply to the actions and transactions contemplated herein.

SECTION 3.04 Ratification. Except as expressly amended hereby, the terms, covenants and conditions of the Deposit Agreement as originally executed shall remain in full force and effect.

SECTION 3.05 Counterparts. This Amendment No. 1 may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by facsimile, PDF or other secure electronic means shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

SECTION 3.06 Governing Law. This Amendment No. 1 and all rights hereunder and provisions hereof shall be governed by, and construed in accordance with, the law of the State of New York applicable to agreements made and to be performed in said State, without regard to conflicts of laws principles that would result in the application of the law of any state other than the State of New York.

IN WITNESS WHEREOF, Telephone and Data Systems, Inc. and Computershare Trust Company, N.A. and Computershare Inc. have duly executed this Amendment No. 1 as of the day and year first set forth above and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

 

Certificate Number: [ ]

Number of Depositary Shares: [ ]

Computershare Inc. (“Computershare”), a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), jointly as Depositary (the “Depositary”), hereby certify that CEDE & CO. is the registered owner of [ ] depositary shares ($ [ ] aggregate liquidation preference) (“Depositary Shares”), each Depositary Share representing a 1/1,000th interest in a share of 6.625% Cumulative Redeemable Perpetual Preferred Stock, Series UU, $0.01 par value per share and liquidation preference of $25,000 per share of Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated March 2, 2021, as amended by Amendment No. 1 to the Deposit Agreement, dated March 8, 2021 (together as so amended, the “Deposit Agreement”), among the Company and Computershare and Trust Company, as Depositary, the Trust Company, as Registrar and Transfer Agent, and Computershare as Dividend Disbursing Agent and Redemption Agent (each term as defined in the Deposit Agreement), and the holders from time to time of Receipts (as defined in the Deposit Agreement) for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar. 

Dated:

TEN COM    - as tenants in common

TEN ENT     - as tenants by the entireties

JT TEN         - as joint tenants with right of survivorship and not as tenants in common

For value received, __________________ hereby sell(s), assign(s) and transfer(s) unto

SIGNATURE GUARANTEED

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.