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Exhibit 4.6





FIRST SUPPLEMENTAL INDENTURE




First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2006, among
WINDSTREAM HOLDINGS OF THE MIDWEST, INC., a Nebraska corporation, WINDSTREAM NETWORK SERVICES OF
THE MIDWEST, INC., a Nebraska corporation, WINDSTREAM YELLOW PAGES, INC., an Ohio corporation,
WINDSTREAM LISTING MANAGEMENT, INC., a Pennsylvania corporation, WINDSTREAM SUPPLY, INC., an Ohio
corporation, TELEVIEW, INC., a Georgia corporation, WINDSTREAM ALABAMA, INC., an Alabama
corporation, WINDSTREAM ARKANSAS, INC., an Arkansas corporation, WINDSTREAM OKLAHOMA, INC., an
Arkansas corporation, OKLAHOMA WINDSTREAM, INC., an Oklahoma corporation, WINDSTREAM SOUTH
CAROLINA, INC., a South Carolina corporation, WINDSTREAM SUGAR LAND, INC., a Texas corporation,
TEXAS WINDSTREAM, INC. a Texas corporation (the “Guaranteeing Subsidiaries”), Valor
Telecommunications Enterprises, LLC, a Delaware limited liability company, and Valor
Telecommunications Enterprises Finance Corp., a Delaware corporation, (together, the “Issuers”) and
The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to
below (the “Trustee”).



W I T N E S S E T H




WHEREAS, the Issuers and the other Guarantors party thereto have heretofore executed and delivered
to the Trustee an indenture (the “Indenture”), dated as of February 14, 2005 providing for the
issuance of the Issuers’ 73/4% Senior Notes due 2015 (the “Notes”);



WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
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 Issuers, the Guaranteeing Subsidiary 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. Agreement to Guarantee.



(a) Subject to Article Ten of the Indenture, each of the Guaranteeing Subsidiaries 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 Issuers 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 Issuers 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 Guaranteeing
Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.



(b) Each 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 Issuers, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.



(c) Each 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 Issuers, any right to require a proceeding first against the Issuers, 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 Issuers,
the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation
to any of the Issuers 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 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 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



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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 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 Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it is
the intention of such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) 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 or (ii) an unlawful distribution under any applicable state law
prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the
Note Guarantee. To effectuate the foregoing intention, each Guaranteeing Subsidiary and the
Trustee hereby irrevocably agree that the obligations of such Guaranteeing Subsidiary will be
limited to the maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such 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 Guaranteeing Subsidiary under the Note
Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful shareholder
distribution.



3. 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.



4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. No Guaranteeing
Subsidiary 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.



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



6. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no director,
officer, employee, incorporator or stockholder of any 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.



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



8. 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.



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



10. 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 Issuers.



[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.



	 	 	 	 	 	 	 
	 	 	GUARANTEEING SUBSIDIARIES:	 	 
	 
	 	 	 	 	 	 
	 	 	WINDSTREAM HOLDINGS 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.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffery R. Gardner	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffery R. Gardner	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VALOR TELECOMMUNICATIONS ENTERPRISES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffery R. Gardner	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffery R. Gardner	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VALOR TELECOMMUNICATIONS ENTERPRISES FINANCE CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffery R. Gardner	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jeffery R. Gardner	 	 
	 

	 	 	 	Title: President and Chief Executive Officer	 	 






(Signature Page to Supplemental Indenture)




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	 	 	THE BANK OF NEW YORK,	 	 
	 	 	AS TRUSTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Beata Hryniewicka	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Beata Hryniewicka	 	 
	 	 	Title: Assistant Vice President	 	 






(Signature page to Supplemental Indenture)





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