Exhibit
4.1


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
is entered into as of July 24, 2014 among TELEPHONE AND DATA SYSTEMS, INC., a
Delaware corporation (the "Borrower"), each lender
party hereto (collectively, the "Lenders" and
individually, a "Lender"), BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer.


R
E C I T A L S:


A.            The Borrower, the Lenders, the Swing Line Lender, the L/C
Issuer and the Administrative Agent entered into that certain Credit Agreement
dated as of December 17, 2010, as amended by that certain First Amendment to
Credit Agreement, dated as of September 2, 2011 and that certain Second
Amendment to Credit Agreement, dated as of December 13, 2012 (as amended,
restated or substituted from time to time, the "Credit Agreement"). 
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement.


B.            The Borrower has requested an amendment to the maximum
permitted Consolidated Leverage Ratio, and the several Lenders parties to this
Amendment (which Lenders constitute the Required Lenders) are willing to agree
to such amendment, subject to the performance and observance in full of each of
the covenants, terms and conditions, and in reliance upon all of the
representations and warranties of the Borrower, set forth herein.


NOW, THEREFORE, in consideration of the premises and the covenants, terms
and conditions, and in reliance upon the representations and warranties, in
each case contained herein, the parties hereto agree hereby as follows:


ARTICLE I


Section 1.01    AMENDMENT TO SECTION 1.01.  The following defined
terms are amended and restated to read in their entirety as follows:


"Committed
Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, shall be substantially in the form of Exhibit A  or any other
form approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


"Responsible
Officer" means the President and Chief Executive Officer, Senior
Vice President and Controller, Senior Vice President – Finance and Treasurer,
Vice President and Assistant Treasurer or Vice President and Assistant
Controller of the Borrower and, solely for purposes of notices given pursuant
to Article II, any other officer or employee of the Borrower so designated by
any two of the foregoing officers in a notice to the Administrative Agent or
any other officer or employee of the Borrower designated in or pursuant to an
agreement between the Borrower and the Administrative Agent.  Any document
delivered hereunder that is signed by a Responsible Officer of the Borrower
shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.


"Swing Line
Loan Notice" means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which shall be substantially in the form of Exhibit B or
any other form approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by
the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.









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Section 1.02    AMENDMENT
TO SECTION 2.02.  Section 2.02(a) of the Credit Agreement is amended
and restated to read in its entirety as follows:


(a)           Each
Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given
by (A) telephone, or (B) a Committed Loan Notice; provided  that any
telephone notice must be confirmed promptly by delivery to the Administrative
Agent of a Committed Loan Notice.  Each such Committed Loan Notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing
of Base Rate Committed Loans or conversion of any Eurodollar Rate Loans to Base
Rate Committed Loans; provided, however, that if the Borrower wishes to request
Eurodollar Rate Loans having an Interest Period other than one, two, three or
six months in duration as provided in the definition of "Interest
Period," the applicable notice must be received by the Administrative
Agent not later than 11:00 a.m. four Business Days prior to the requested date
of such Borrowing, conversion or continuation, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them.  Not later
than 11:00 a.m., three Business Days before the requested date of such Borrowing,
conversion or continuation, the Administrative Agent shall notify the Borrower
(which notice may be by telephone) whether or not the requested Interest Period
has been consented to by all the Lenders.  Each Borrowing of, conversion to or
continuation of Eurodollar Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as
provided in Sections 2.03(c) and 2.04(c), each Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed
Loan Notice shall specify (i) whether the Borrower is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto.  If the
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice
or if the Borrower fails to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or
converted to, Base Rate Loans.  Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.


Section 1.03    AMENDMENT TO SECTION 2.04.  Section 2.04(b)
of the Credit Agreement is amended and restated to read in its entirety as
follows:


(b)           Borrowing
Procedures.  Each Swing Line Borrowing shall be made upon the Borrower's
irrevocable notice to the Swing Line Lender and the Administrative Agent, which
may be given by (i) telephone or (ii) by a Swing Line Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Swing
Line Lender and the Administrative Agent of a Swing Line Loan Notice.  Each
such Swing Line Loan Notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (A) the amount to be borrowed, which shall be a minimum of
$100,000, and (B) the requested borrowing date, which shall be a Business Day. 
Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
Loan Notice, the Swing Line Lender will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has also received
such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof. 
Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to
2:00 p.m. on the date of the proposed Swing Line Borrowing (I) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the
limitations set forth in the first proviso to the first sentence of Section 2.04(a),
or (II) that one or more of the applicable conditions specified in Article IV 
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrower by either crediting the account of the Borrower
on the books of the Swing Line Lender in immediately available funds or
pursuant to other written direction of the Borrower.









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Section 1.04    AMENDMENT
TO SECTION 7.10.  Section 7.10(b) of the Credit Agreement is amended
and restated to read in its entirety as follows:


(b)           Consolidated
Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of
any fiscal quarter of the Borrower to be greater than the ratios indicated for
each period specified below:


	
  Period

  	
  Ratios

  
	
  From July 1, 2014 through December
  31, 2015 

  	
  3.75
  to 1.00

  
	
  From January 1, 2016 through June 30,
  2016

  	
  3.50
  to 1.00

  
	
  From July 1, 2016 through December
  31, 2016

  	
  3.25
  to 1.00

  
	
  From January 1, 2017 and thereafter

  	
  3.00
  to 1.00

  





 


Section 1.05    AMENDMENT TO SECTION 10.17.  Section 10.17
of the Credit Agreement is amended and restated to read in its entirety as
follows:


10.17      Electronic
Execution of Assignments and Certain Other Documents.  The words
"execution," "signed," "signature," and words of
like import in or related to any document to be signed in connection with this
Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other Committed Loan
Notices, Swingline Loan Notices, waivers and consents) shall be deemed to
include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act; provided
that notwithstanding anything contained herein to the contrary the
Administrative Agent is under no obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the
Administrative Agent pursuant to procedures approved by it.


ARTICLE II


Section 2.01    REPRESENTATIONS AND
WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its execution and delivery
hereof, the Borrower represents and warrants that, as of the date hereof:


(a)                
the representations and warranties of the Borrower contained in
Article V of the Credit Agreement or any other Loan Document, or which are
contained in any document furnished in connection herewith or therewith, shall
be true and correct in all material respects (or, to the extent any such
representation or warranty is qualified as to "materiality" or "Material
Adverse Effect" shall be true and correct in all respects) on and as of
the Third Amendment Effective Date (as defined below), after giving effect to
the amendments contemplated in this Amendment, as if such representations and
warranties were being made on and as of the Third Amendment Effective Date,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of
such earlier date, and except that for purposes of Section 4.02 of the
Credit Agreement, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to
refer to the most recent statements furnished pursuant to subsections (a) and
(b), respectively, of Section 6.01 of the Credit Agreement;


(b)           no event
has occurred and is continuing which constitutes a Default;


(c)           (i) the
Borrower has the full power and authority to execute and deliver this
Amendment, (ii) this Amendment has been duly executed and delivered by the
Borrower, and (iii) this Amendment and the Credit Agreement, as amended
hereby, constitute a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other applicable laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought;









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(d) 
         the execution, delivery and performance of this Amendment and the
Credit Agreement, as amended hereby, and the consummation of any transactions
contemplated herein or therein, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a)
contravene the terms of any of the Borrower's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which the Borrower is a party or affecting the
Borrower or the properties of the Borrower or any of its Subsidiaries or (ii)
any order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or its property is subject; or (c) violate
any applicable law to which the Borrower is subject, except in each case referred
to in subsections (b)  and (c)  above to the extent that any
such conflict, breach, contravention, creation, requirement or violation could
reasonably be expected to have a Material Adverse Effect; and


(e)           no
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, the
Borrower of this Amendment or any other Loan Document other than those already
obtained or performed.


ARTICLE III


Section 3.01    CONDITIONS PRECEDENT TO
EFFECTIVENESS.    The parties hereto agree that this Amendment shall
not be effective until the satisfaction of each of the following conditions
precedent:


(a)                
the Administrative Agent shall have received a copy of this Amendment
duly completed, executed and delivered by the Borrower, the Required Lenders
and the Swing Line Lender;


  


(b)                
the Administrative Agent shall have received, for the account of each
Lender (including Bank of America) who timely consents and delivers a duly
completed signature page to this Amendment, an upfront fee equal to 10 basis
points multiplied by such Lender's Commitment;


 


(c)                
the Administrative Agent shall have received payment of all fees due and
owing the Administrative Agent under any fee letter executed in connection this
Third Amendment and other out-of pocket fees and expenses to the extent
invoiced (including reasonable attorneys' fees and expenses through the Third
Amendment Effective Date) incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment and due under
any fee letter or other agreement; and


 


(d)                
each of the representations and warranties made in this Amendment shall
be true and correct on and as of the Third Amendment Effective Date as if made
on and as of such date, both before and after giving effect to this Amendment.


 


ARTICLE
IV


Section 4.01    MISCELLANEOUS. 


(a)                
RATIFICATION OF LOAN DOCUMENTS.  Except for the specific
amendments, releases and waivers expressly set forth in this Amendment, the
terms, provisions, conditions and covenants of the Credit Agreement and the
other Loan Documents remain in full force and effect and are hereby ratified and
confirmed, and the execution, delivery and performance of this Amendment shall
not in any manner operate as a waiver of, consent to or amendment of any other
term, provision, condition or covenant of the Credit Agreement or any other
Loan Document.


 


(b)                
THIRD AMENDMENT EFFECTIVE DATE.  This Amendment shall become
effective when the Administrative Agent has received counterparts of this
Amendment executed by the Borrower, the Administrative Agent, the Required
Lenders and the Swing Line Lender and each of the conditions precedent set
forth in Section 3.01 in this Amendment has been satisfied (the "Third
Amendment Effective Date"), whether or not this Amendment has been
executed and delivered by each and every Lender named on a signature pages
attached hereto.


 


(c)                
REFERENCES TO THE CREDIT AGREEMENT.  Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", or words of like import shall mean and
be a reference to the Credit Agreement, as affected and amended hereby.


 









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(d)                
EXECUTION IN COUNTERPARTS.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which when taken together shall constitute but one
and the same instrument.  For purposes of this Amendment, a counterpart hereof
(or signature page thereto) signed and transmitted by any Person party hereto
to the Administrative Agent (or its counsel) by facsimile machine, telecopier
or electronic mail is to be treated as an original.  The signature of such
Person thereon, for purposes hereof, is to be considered as an original
signature, and the counterpart (or signature page thereto) so transmitted is to
be considered to have the same binding effect as an original signature on an
original document.


 


(e)                
GOVERNING LAW; BINDING EFFECT.  THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  This Amendment
shall be binding upon the parties hereto and their respective successors and
assigns.


 


(f)                 
HEADINGS.  Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


(g)                
TIME OF THE ESSENCE.  Time is of the essence of this Amendment
and the Loan Documents.


 


(h)                
ENTIRE AGREEMENT.  THIS AMENDMENT, TOGETHER WITH THE
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


 


	
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  IN WITNESS WHEREOF, the parties hereto have caused this
  Amendment to be duly executed and delivered by their proper and duly
  authorized officers effective as of the Third Amendment Effective Date.

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  TELEPHONE
  AND DATA SYSTEMS, INC.

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  BANK OF
  AMERICA, N.A.,

  	
    

  
	
    

  	
    

  	
  as
  Administrative Agent, L/C Issuer and Swing Line Lender

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  BANK OF
  AMERICA, N.A.,

  	
    

  
	
    

  	
    

  	
  as a Lender

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  [________________],
  

  	
    

  
	
    

  	
    

  	
  as a Lender

  	
    

  
	
    

  	
    

  	
    

  	
    

  	
    

  
	
    

  	
    

  	
  By:

  	
    

  	
    

  
	
    

  	
    

  	
  Name:

  	
    

  	
    

  
	
    

  	
    

  	
  Title:

  	
    

  	
    

  





 











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