TELEPHONE DATA SYSTEMS INC DE

On May 1, 2024 (Effective Date), Telephone and Data Systems, Inc. (TDS) entered into a $375 million unsecured Credit Agreement (Credit Agreement) among TDS as Borrower, the lenders from time to time party thereto, Oaktree Fund Administration, LLC, as Administrative Agent, and Oaktree Capital Management, L.P., as sole lead arranger and sole bookrunner.

The Credit Agreement provides TDS with an initial loan of $300 million, less original issue discount, on the Effective Date (the Initial Loan) and a delayed draw term loan credit facility, available until November 3, 2025, in an aggregate principal amount at any time outstanding not to exceed $75 million. The proceeds will be used for general corporate purposes including the advancement of TDS Telecom's fiber build program. Borrowings under the delayed draw term loan credit facility are available for up to 18 months after the effective date of the Credit Agreement, subject to TDS’ Consolidated Leverage Ratio (as described below) being equal to or less than 4.00 to 1.00 after giving effect to such loans on a pro forma basis.

Borrowings under the Credit Agreement bear interest at a secured overnight financing rate (SOFR) plus 7.00%. Prepayments of the loans under the Credit Agreement are subject to the payment of the then applicable prepayment fee amount.

As more fully described in the Credit Agreement, the financial covenant described below is included in the Credit Agreement:

•Consolidated Leverage Ratio (the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA) may not be greater than the following as of the end of any fiscal quarter:

◦April 1, 2024 through and including March 31, 2025: 4.50 to 1.00

◦April 1, 2025 and thereafter: 4.25 to 1.00

The indebtedness under the Credit Agreement is unsecured and is not guaranteed by any subsidiary of TDS. The Credit Agreement includes representations and warranties, covenants, events of default and other terms and conditions that are substantially similar to TDS' existing term loan and revolving credit agreements or otherwise customary for similar unsecured credit facilities.

The Credit Agreement requires TDS to make prepayments of the outstanding indebtedness thereunder to the extent of the net cash proceeds from the receipt of cash dividends or distributions in excess of $1,000,000,000 resulting from any disposition by United States Cellular Corporation or any of United States Cellular Corporation’s subsidiaries, subject to certain limitations and exceptions.

Upon the occurrence and during the continuance of an event of default under the Credit Agreement, including upon the occurrence of a Change of Control, as such term is defined in the Credit Agreement, of TDS, the required lenders and the Administrative Agent may require all borrowings outstanding under the Credit Agreement to be repaid.

Quarterly principal payments of the outstanding borrowings on the Initial Loan amount multiplied by 0.25% are required beginning in September 2024. Commencing with the first full fiscal quarter following the initial borrowing of the delayed draw amount, quarterly principal payments of the outstanding borrowings on the delayed draw multiplied by 0.25% will be required. The maturity date of the Credit Agreement is May 1, 2029.

The foregoing brief description does not purport to be complete and is qualified in its entirety by reference to the copy of the Credit Agreement attached hereto as Exhibit 4.1, which is incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2024, none of TDS’ directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) hasadopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).