exv4w4



 





Exhibit 4.4


FIRST SUPPLEMENTAL INDENTURE




          First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2006, among
Windstream Corporation (as the surviving entity of the Merger referred to below), a Delaware
corporation (or its permitted successor) (the “Company”), the Company’s subsidiaries identified as
“Guaranteeing Subsidiaries” on the signature pages hereto (the “Guaranteeing Subsidiaries” and
each, a “Guaranteeing Subsidiary”), and SunTrust Bank, a state bank organized under the laws of the
State of Georgia (or its permitted successor), as trustee under the Indenture referred to below
(the “Trustee”).




W I T N E S S E T H




          WHEREAS, ALLTEL Holding Corp. (the “Original Issuer”) and the other Guarantors party thereto
have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
July 17, 2006 providing for the issuance of
85/8%
Senior Notes due 2016 and
81/8% Senior Notes due 2013
(the “Notes”);




          WHEREAS, the Original Issuer, ALLTEL Corporation and Valor Communications Group, Inc.
(“Valor”) have entered into an Agreement and Plan of Merger dated as of December 8, 2005, as
amended (the “Merger Agreement”) pursuant to which the Original Issuer has merged with and into
Valor, with the surviving entity changing its name to “Windstream Corporation” (the “Merger”);




          WHEREAS, Article Five of the Indenture prohibits the consummation of the Merger unless the
requirements, restrictions and conditions set forth in such Article Five are satisfied, including
the requirements that the Company expressly assumes the obligations of the Original Issuer under
the Indenture and the Notes and that each of the Guaranteeing Subsidiaries who are parties to the
Indenture (the “Existing Guaranteeing Subsidiary”) confirms that its Note Guarantee shall apply to
the obligations of the Company in accordance with the Notes and the Indenture;




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
who are not already parties to the Indenture (the “New Guaranteeing Subsidiaries” and each, a “New
Guaranteeing Subsidiary”) shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such New Guaranteeing Subsidiaries shall, subject to Article Ten of the
Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the
“Note Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing
Subsidiaries and the Trustee agree as follows for the equal and ratable benefit of the Holders of
the Notes:




 









 








          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Company’s Agreement to Assume Obligations.




          The Company hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest and Additional Interest, if any, on the Notes, and the performance
and observance of each and every covenant and condition of the Indenture and the Notes on the part
of the Company to be performed or observed, to the same extent as if the Company has been named as
the “Company” in the Indenture. All references in the Indenture and the Notes to the “Company”
shall hereafter refer to the Company and its successors.




          2. New Guaranteeing Subsidiaries’ Agreement to Guarantee.




          (a) Subject to Article Ten of the Indenture, each New Guaranteeing Subsidiary fully and
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:





     (i) the principal of, premium, if any, and interest and Additional Interest, if any, on
the Notes will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium, if any, and
interest and Additional Interest, if any, on the Notes, if lawful (subject in all cases to
any applicable grace period provided herein), and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in
accordance with the terms hereof and thereof; and




     (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, the same will be promptly paid in full when due in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each New Guaranteeing
Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.



          (b) Each New Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under
applicable law, its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.




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          (c) Each New Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenants that this
Note Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes and the Indenture.




          (d) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in
relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.




          (e) Each New Guaranteeing Subsidiary agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.




          (f) Each New Guaranteeing Subsidiary agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six of the Indenture for the purposes of the Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article Six of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of the Note Guarantee.




          (g) Each New Guaranteeing Subsidiary shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.




          (h) Each New Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture,
that it is the intention of such New Guaranteeing Subsidiary that the Note Guarantee not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to the Note Guarantee. To effectuate the foregoing intention, each New
Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of such New
Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities of such New Guaranteeing Subsidiary that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article Ten of the Indenture, result in the obligations of such New Guaranteeing
Subsidiary under the Note Guarantee not constituting a fraudulent transfer or conveyance.




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          3. Existing Guaranteeing Subsidiaries’ Confirmation of Their Note Guarantees. Each
Existing Guaranteeing Subsidiary hereby confirms that its Note Guarantee shall apply to the
obligations of the Company in accordance with the Notes and the Indenture.




          4. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note
Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note
a notation of the Note Guarantee.




          5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. None of the
Guaranteeing Subsidiaries may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04
of the Indenture.




          6. Release. Each Guaranteeing Subsidiary’s Note Guarantee shall be released as set
forth in Section 10.05 of the Indenture.




          7. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no
director, officer, employee, incorporator or stockholder of each Guaranteeing Subsidiary shall have
any liability for any obligations of such Guaranteeing Subsidiary under the Notes, the Indenture,
this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. This waiver and release are part of the
consideration for the Note Guarantee.




          8. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.




          9. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          10. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.




          11. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries
and the Company.




[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




	 	 	 	 	 
	 	WINDSTREAM CORPORATION

 	 
	 	By:  	/s/ Jeffery R. Gardner
 	 
	 	 	Name:  	Jeffery R. Gardner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




 









 





	 	 	 	 	 
	 	GUARANTEEING SUBSIDIARIES:



WINDSTREAM HOLDING OF THE MIDWEST, INC.

WINDSTREAM NETWORK SERVICES OF THE MIDWEST, INC.

WINDSTREAM YELLOW PAGES, INC.

WINDSTREAM LISTING MANAGEMENT, INC.

WINDSTREAM SUPPLY, INC.

TELEVIEW, INC.

WINDSTREAM ALABAMA, INC.

WINDSTREAM ARKANSAS, INC.

WINDSTREAM OKLAHOMA, INC.

OKLAHOMA WINDSTREAM, INC.

WINDSTREAM SOUTH CAROLINA, INC.

WINDSTREAM SUGAR LAND, INC.

TEXAS WINDSTREAM, INC.

SOUTHWEST ENHANCED NETWORK SERVICES, LP

VALOR TELECOMMUNICATIONS CORPORATE GROUP, LP

VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.

VALOR TELECOMMUNICATIONS ENTERPRISES, LLC

VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC

VALOR TELECOMMUNICATIONS EQUIPMENT, LP

VALOR TELECOMMUNICATIONS INVESTMENTS, LLC

VALOR TELECOMMUNICATIONS LD, LP

VALOR TELECOMMUNICATIONS, LLC

VALOR TELECOMMUNICATIONS OF TEXAS., LP

 	 
	 	By:  	/s/ Jeffery R. Gardner
 	 
	 	 	Name:  	Jeffery R. Gardner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




 









 





	 	 	 	 	 
	 	VALOR TELECOMMUNICATIONS SERVICES, LP

VALOR TELECOMMUNICATIONS SOUTHWEST, LLC

VALOR TELECOMMUNICATIONS SOUTHWEST II, LLC

ADVANCED TEL-COM SYSTEMS, L.P.

KERRVILLE CELLULAR HOLDINGS, LLC

KERRVILLE CELLULAR, L.P.

KERRVILLE CELLULAR MANAGEMENT, LLC

KERRVILLE COMMUNICATIONS CORPORATION

KERRVILLE COMMUNICATIONS ENTERPRISES, LLC.

KERRVILLE COMMUNICATIONS MANAGEMENT, LLC

KERRVILLE MOBILE HOLDINGS, INC.

KERRVILLE TELEPHONE, L.P.

KERRVILLE WIRELESS HOLDINGS LIMITED PARTNERSHIP

WESTERN ACCESS SERVICES, LLC

WESTERN ACCESS SERVICES OF ARIZONA, LLC

WESTERN ACCESS SERVICES OF ARKANSAS, LLC

WESTERN ACCESS SERVICES OF COLORADO, LLC

WESTERN ACCESS SERVICES OF NEW MEXICO, LLC

WESTERN ACCESS SERVICES OF OKLAHOMA, LLC

WESTERN ACCESS SERVICES OF TEXAS, L.P.

KCC TELCOM, L.P.

DCS HOLDING CO.

ECS HOLDING CO.

KCS HOLDING CO.

SCD SHARING PARTNERSHIP, L.P.

SCE SHARING PARTNERSHIP, L.P.

 	 
	 	By:  	/s/ Jeffery R. Gardner
 	 
	 	 	Name:  	Jeffery R. Gardner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




 









 





	 	 	 	 	 
	 	SUNTRUST BANK,

AS TRUSTEE

 	 
	 	By:  	/s/ Muriel Shaw
 	 
	 	 	Name:  	Muriel Shaw 	 
	 	 	Title:  	Assistant Vice President