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Exhibit 10.23    
  


GUARANTEE  


        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"). 


        WHEREAS,
TDSI Corporation, a Delaware corporation (with its successors, "Obligor"), is a 100%-owned subsidiary of Guarantor; and 


        WHEREAS,
Obligor has entered into the Stock Purchase Agreement dated as of the date hereof, between Obligor and Beneficiary (the "Stock Purchase
Agreement") pursuant to which Obligor and Beneficiary have agreed to sell and purchase certain ordinary shares, no par value, of Deutsche Telekom AG, a German stock corporation
(the "Issuer"), or security entitlement in respect thereof (the "Ordinary Shares"), at the time and on
the terms set forth therein; and 


        WHEREAS,
pursuant to the Pledge Agreement dated as of the date hereof among Obligor, Beneficiary and JPMorgan Chase Bank, as Collateral Agent (the "Pledge
Agreement"), Obligor has granted to Beneficiary, as of the date hereof, a security interest in certain Ordinary Shares to secure the obligations of Obligor under the Stock
Purchase Agreement; 


        NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows: 


ARTICLE 1

Guarantee  


        Section 1.01.    Guarantee.    (a) Guarantor hereby absolutely, irrevocably and unconditionally
guarantees the full and punctual payment when due of any and all obligations of Obligor (the "Obligations") under the Stock Purchase Agreement and the
Pledge Agreement, each as may be further modified, amended or supplemented from time to time (collectively, the "Agreements"). Upon failure by the
Obligor to pay punctually any Obligation, the Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the instrument evidencing such Obligation.
Guarantor's obligations under this Guarantee shall be subject to Obligor's defenses and rights to set-off, counterclaim or withhold payment as provided in the Agreements. Guarantor agrees
to pay on demand any and all fees, funding and other costs and expenses (including reasonable attorney's fees and expenses) incurred by Beneficiary in connection with enforcing any rights or
collecting any amounts or deliveries under the Agreements. Any amounts or deliveries that would be owed or due by Obligor to Beneficiary under the Agreements but are unenforceable or not allowable
against Obligor because Obligor is the subject of a bankruptcy, liquidation, reorganization or similar case or proceeding, shall nonetheless be deemed owed or due for the purposes of this
Article 1. Beneficiary shall not be obligated to file any claim relating to the Obligations in the event Obligor becomes subject to a bankruptcy, liquidation, reorganization or similar case or
proceeding, and the failure by Beneficiary to so file shall not affect Guarantor's obligations hereunder. 


        (b)  This
Article 1 is a guarantee of payment when due and not of collection. Guarantor agrees that Beneficiary may resort to Guarantor for payment of any of the
Obligations, whether or not Beneficiary shall have realized against or applied, or attempted (except as provided below) to realize against or apply, any property provided by an entity as collateral
security or other credit support for the Obligations (such property and credit support collectively, "Security") or proceeded or attempted to 


        (c)  proceed
against Obligor or any other entity principally or secondarily obligated with respect to the Obligations. 


        (d)  Guarantor's
obligations under this Article 1 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise 





 




be returned by Beneficiary upon or as a result of the insolvency, bankruptcy, liquidation or reorganization of Obligor or otherwise, all as though such payment has not been made. 


        (e)  Notwithstanding
the foregoing, Beneficiary agrees that it will not make a demand or claim under this Guarantee in respect of any Secured Portion of the Obligations
unless Beneficiary has first used commercially reasonable efforts, for at least five Business Days, to realize against or apply property held as Collateral (as defined in the Pledge Agreement) under
the Pledge Agreement in satisfaction of the Obligations. "Secured Portion" means, at any time, a portion of the Obligations consisting of the obligation
to deliver cash or property with a value, as determined by the Calculation Agent (as defined in the Stock Purchase Agreement), equal to the value, as determined by the Calculation Agent in a
consistent manner, of the Collateral then pledged to the Beneficiary under the Pledge Agreement. 


        Section 1.02.    Guarantee Absolute.    Guarantor guarantees that the Obligations will be paid strictly in
accordance with the provisions of the Agreements (and, to the extent applicable, this Article 1), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such provisions or the rights of Beneficiary with respect thereto. The liability of Guarantor under this Article 1 shall be irrevocable, absolute and unconditional irrespective
of, and Guarantor hereby irrevocably waives, any defenses it may now or hereafter have (including any defense based on the failure to provide notice to or obtain the consent of Guarantor) in any way
relating to, any or all of the following: 


        (a)  any
lack of validity or enforceability of the Agreements; 


        (b)  the
entry into additional transactions, any indulgence, concession, waiver or consent given to Obligor, or any other changes in the amount of, time, manner or place of
payment of, or in any other term of any or all of the Obligations; 


        (c)  any
taking, exchange, release, non-perfection, realization or application of or on any Security; 


        (d)  any
change, restructuring or termination in or of the structure or existence of Obligor; or 


        (e)  any
other circumstances (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, Guarantor
or Obligor. 


        Section 1.03.    Waivers and Acknowledgments.    (a) Guarantor hereby waives promptness, diligence,
demand for performance, notice of acceptance, presentment, protest, non-performance, default, acceleration, early termination, protest or dishonor, any other notice with respect to any of
the Obligations and this Article 1, and, except as provided in Section 1.01(d), any requirement that Beneficiary protect, secure,
perfect or insure any Security or exhaust any right or take any action against Guarantor or any other entity or any Security. 


        (b)  Guarantor
hereby waives any right to revoke this guarantee, and acknowledges that its obligations under this Article 1 are continuing in nature and apply to all
Obligations, whether existing now or in the future. 


        (c)  Guarantor
hereby waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by Beneficiary that in any manner impairs,
reduces, releases or otherwise adversely affects Guarantor's subrogation, reimbursement, exoneration, contribution or indemnification rights or other rights to proceed against Obligor, any other
guarantor, any other entity or any Security, and (ii) except as provided in Section 1.01(a), any defense based on any right of set-off or counterclaim against or in respect
of Guarantor's obligations under this Article 1. 


        Section 1.04.    Subrogration.    Guarantor will not exercise any rights that it may now have or hereafter
acquire against Obligor or any other guarantor that arise from the existence, payment, performance or enforcement of Guarantor's obligations under this Article 1, including, without 


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limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Beneficiary against Obligor, any other
guarantor or any security, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from
Obligor or any other guarantor, directly or indirectly, in cash or other property, by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless
and until all of the Obligations shall have been finally and irrevocably satisfied in full. If any amount shall be paid to Guarantor in violation of the preceding sentence at any time prior to the
final and irrevocable payment or performance in full of all of the Obligations, such amount shall be held in trust for the benefit of Beneficiary and shall forthwith be paid to Beneficiary to be (at
the election of Beneficiary) credited and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Agreements, and/or to be held as collateral security for any
Obligations thereafter arising. 


ARTICLE 2

Representation and Warranties  


        Section 2.01.    Representation and Warranties.    Guarantor represents and warrants to Beneficiary that: 


        (a)  The
representations and warranties made by Obligor under the Agreements are true and correct. 



        (b)  Guarantor
is a corporation duly organized and existing in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power to own
its properties and to carry on its business as now being conducted. 


        (c)  The
execution and delivery of this Guarantee and the performance by Guarantor of its obligations hereunder do not violate or conflict with any provision of the
certificate of incorporation or bylaws of Guarantor, any law applicable to Guarantor, any order or judgment of any court or other agency of government applicable to Guarantor or any of Guarantor's
assets or any contractual restriction binding on or affecting Guarantor or any of Guarantor's assets. 



        (d)  All
government and other consents that are required to have been obtained by Guarantor with respect to this Guarantee have been obtained and are in full force and effect
and all conditions of any such consents have been complied with. Guarantor has complied and will comply with all applicable disclosure or reporting requirements in respect of the transactions
contemplated by the Agreements, including without limitation any requirements imposed by Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, or the rules and
regulations thereunder. 


        (e)  Guarantor
has the requisite corporate power and authority to enter into and perform this Guarantee. The execution, delivery and performance by Guarantor of this
Guarantee have been duly authorized by all necessary corporate action. This Guarantee has been duly executed and delivered by Guarantor. Guarantor's obligations under this Guarantee constitute
Guarantor's legal, valid and binding obligations enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors'
rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 


        (f)    No
Acceleration Event (as such term is defined in the Stock Purchase Agreement) or event that, with the giving of notice or the lapse of time or both, would constitute
an Acceleration Event has occurred and is continuing and no such event would occur as a result of Guarantor' s entering into or performing Guarantor's obligations under this Guarantee. 


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        (g)  There
is not pending or, to Guarantor's knowledge, threatened against Guarantor or any of its affiliates any action, suit or proceeding at law or in equity or before any
court, tribunal, governmental body, agency or official or any arbitrator (including without limitation any bankruptcy, insolvency or similar proceeding) that is likely to affect the legality, validity
or enforceability against Guarantor of this Guarantee or Guarantor's legal right to perform its obligations under this Guarantee. 


        (h)  Guarantor
is not, nor has Guarantor been, at any time in the preceding three months, an "affiliate", within the meaning of Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), of the Issuer. Guarantor is not, on the date of this Agreement, in possession of any material
non-public information regarding the Issuer. 


        (i)    Guarantor
is not and, after giving effect to the transactions contemplated hereby, will not be an "investment company" as such term is defined in the Investment Company
Act of 1940, as amended. 


        (j)    Guarantor
is acting for its own account, and has made its own independent decision to enter into this Guarantee and as to whether this Guarantee is appropriate or proper
for Guarantor based upon its own judgment and upon advice of such advisors as Guarantor deems necessary. Guarantor acknowledges and agrees that Guarantor is not relying, and has not relied, upon any
communication (written or oral) of Beneficiary or any affiliate, employee or agent of Beneficiary with respect to the legal, accounting, tax or other implications of this Guarantee and that each of
Obligor and Guarantor has conducted its own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that information and explanations related to the terms
and conditions of this Guarantee shall not be considered investment advice or a recommendation to enter into this Guarantee. Guarantor is entering into this Guarantee with a full understanding of all
of the terms and risks hereof (economic and otherwise) and is capable of evaluating and understanding (on Guarantor's own behalf or through independent professional advice), and understands and
accepts, the terms, conditions and risks. Guarantor is also capable of assuming (financially and otherwise), and assumes, those risks. Guarantor acknowledges that neither Beneficiary nor any
affiliate, employee or agent of Beneficiary is acting as a fiduciary for or an advisor to Guarantor in respect of this Guarantee. 


ARTICLE 3

Covenants  


        Section 3.01.    Taxes.    Guarantor shall pay any and all documentary, stamp, transfer or similar taxes and
charges that may be payable in respect of the entry into this Guarantee. Guarantor further agrees to make all payments in respect of this Guarantee free and clear of, and without withholding or
deduction for or on account of, any present or future taxes, duties, fines, penalties, assessments or other governmental charges of whatsoever nature (or interest on any taxes, duties, fines,
penalties, assessments or other governmental charges of whatsoever nature) ("Tax") imposed, levied, collected, withheld or assessed by, within or on
behalf of the United States or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment pursuant to this Guarantee
is made by Guarantor, or any political subdivision or governmental authority thereof or therein having power to tax, other than a Tax that would not be imposed in respect of a payment under this
Guarantee but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and Beneficiary or a person related to Beneficiary (including,
without limitation, a connection arising from Beneficiary or such
related person being or having been a citizen or resident of such jurisdiction, or being or having been organized, present or engaged in a trade or business in such jurisdiction, or having or having
had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from Beneficiary or such related person having executed, delivered, performed
its obligation or received a payment under, or enforced, this Guarantee). In the event such withholding or 


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deduction is imposed, Guarantor agrees to indemnify Beneficiary for the full amount of such withholding or deduction, as well as any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, provided that Beneficiary has provided to Guarantor a duly executed and completed Internal Revenue Service
Form W-9 (with respect to the benefits of an income tax treaty) (i) upon execution of this Guarantee, with such form to be updated at the beginning of each succeeding three
calendar year period beginning after the execution of this Guarantee, or as otherwise required under then applicable Treasury Regulations; (ii) promptly upon reasonable demand by Guarantor; and
(iii) promptly upon learning that any form previously provided has become obsolete or incorrect. 


        Section 3.02.    Actions That Could Cause Guarantor to Become an Affiliate.    Guarantor shall notify
Beneficiary immediately of its intention to (i) purchase Ordinary Shares, American Depositary Shares (evidenced by American Depositary Receipts), each representing one Ordinary Share, or any
other equity security of the Issuer in an amount that would cause Guarantor to become the beneficial owner, directly or indirectly, of more than three percent of the outstanding shares of any equity
security of the Issuer, (ii) permit any of its officers or directors to accept a position as an officer or director of the Issuer, (iii) take any action that would cause Guarantor to
possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Issuer, whether by ownership of voting securities, by contract or otherwise or
(iv) take any other action that could reasonably be expected to result in Guarantor's becoming an "affiliate", within the meaning of Rule 144 under the Securities Act, of the Issuer.
Guarantor shall not take any such action unless a period of fifteen Business Days shall have elapsed after receipt of such notice by Beneficiary and Beneficiary shall not have objected in writing to
such action during such period. 


ARTICLE 4

Miscellaneous  


        Section 4.01.    Notices.    All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard forms of telecommunication. Notices to Beneficiary shall be directed to it care of JPMorgan Chase Bank, 277 Park Avenue,
11th Floor, New York, New York, 10172, Attention: EDG Corporate Marketing (Ross Gray), Telephone No. 212-622-5730, Telecopy
No. 212-622-0105 with a copy to JPMorgan Chase Bank, 500 Stanton Christiana Road, Newark, DE 19713-2107, Attention: Collateral Ops, 3 Ops 2, Telephone
No. 302-634-3158, Telecopy No. 302-634-3208 and notices to Guarantor shall be directed to Guarantor at Telephone and Data
Systems, Inc., 30 North La Salle Street, Suite 4000, Chicago, IL 60602-2507, Attention: Treasurer, Telephone No.: (312) 630-1900, Telecopy No.:
(312) 634-0442, with a copy to Sidley Austin Brown & Wood,
Bank One Plaza, 10 S. Dearborn, Chicago, IL 60603, Attention: William DeCarlo, Telephone No.: (312) 853-7000, Telecopy No.: (312) 853-7036. 



        Section 4.02.    Governing Law; Submission to Jurisdication; Severability; Waiver of Jury Trial; Service of
Process.    (a) This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law
doctrine and each party hereto submits to the jurisdiction of the Courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City. 


        (b)  To
the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Guarantee shall not render any other provision or provisions
herein contained unenforceable or invalid. 


        (c)  Guarantor and Beneficiary hereby irrevocably and unconditionally waive any and all right to trial by jury in any legal proceeding arising out of
or related to this Guarantee.


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        (d)  The
parties irrevocably consent to service of process given in the manner provided for notices in Section 4.01. Nothing in this Guarantee will affect the right of
either party to serve process in any other manner permitted by law. 


        Section 4.03.    Matters Related to Agent.    The rights and obligations of the Agent shall be as set forth in
Section 9.09 of the Stock Purchase Agreement. 


        Section 4.04.    Amendments, Waivers.    Any provision of this Guarantee may be amended or waived if, and only
if, such amendment or waiver is in writing and signed, in the case of any amendment, by Beneficiary and Guarantor and in the case of any waiver, by Beneficiary. No failure or delay by Beneficiary in
exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 


        Section 4.05.    No Third Party Rights, Successors and Assigns.    This Agreement is not intended and shall not
be construed to create any rights in any person other than Guarantor, Beneficiary, any affiliate of Beneficiary designated by Beneficiary pursuant to the terms of the Agreements and their respective
successors and assigns, and no other person shall assert any rights as third party beneficiary hereunder. Whenever any of the parties hereto is referred to, such reference shall be deemed to include
the
successors and assigns of such party. All the covenants and agreements herein contained by or on behalf of Guarantor and Beneficiary shall bind, and inure to the benefit of, their respective
successors and assigns whether so expressed or not, and shall be enforceable by and inure to the benefit of Beneficiary and its successors and assigns. The rights and duties of Guarantor under this
Guarantee may not be assigned or transferred by any party hereto without the prior written consent of Beneficiary. Beneficiary may assign or transfer any of its rights or duties hereunder without the
prior written consent of Guarantor. 


        Section 4.06.    Counterparts.    This Guarantee may be executed in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same agreement. 


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        IN
WITNESS WHEREOF, the parties have signed this Guarantee as of the date and year first above written. 



	 	 	GUARANTOR:
	

 	
 	

TELEPHONE AND DATA SYSTEMS, INC.
	

 	
 	

By:	

/s/  LEROY T. CARLSON, JR.      
 Name: LeRoy T. Carlson, Jr.

Title: President and CEO
	

 	
 	

By:	

/s/  SANDRA L. HELTON      
 Name: Sandra L. Helton

Title: Executive Vice President and CFO





	

BENEFICIARY:
	

JPMORGAN CHASE BANK, LONDON BRANCH

    by J.P. MORGAN SECURITIES INC., as Agent
	

By:	
 	

/s/  STEPHEN L. ROTI      
 Name: Stephen L. Roti

Title: VP	

 




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Exhibit 10.23