SECOND AMENDMENT



Exhibit (10)(a)(3)

 

 

SECOND
AMENDMENT

TO AMENDED AND
RESTATED CREDIT AGREEMENT


 

THIS SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this "Amendment") is entered
into as of August 29, 2003, among ALLTEL CORPORATION, a Delaware
corporation (the "Company"), the BANKS
(hereinafter defined), the CO-SYNDICATION AGENTS (hereinafter defined),
and BANK OF AMERICA, N.A., as Administrative Agent (hereinafter defined)
for the Banks.


R E C I T A L S


A.     The
Company entered into the Amended and Restated Credit Agreement dated as of June
28, 2001 (as heretofore amended or modified, the "Agreement"),
with certain Banks (herein so called), certain Co-Syndication Agents (herein so
called), and Bank of America, N.A., as Administrative Agent (herein so called)
for the Banks, providing for revolving credit loans and competitive bid loans in
the aggregate principal amount of up to $1,000,000,000. Unless otherwise
indicated herein, all capitalized terms used herein shall have the meaning set
forth in the Agreement and all Section references herein are to sections in the
Agreement.

B.    
Immediately prior to the effectiveness of this Amendment, the Commitment of
National City Bank has been transferred to, and assumed by, Bank One, NA.

C.     The
Company has requested that the Agreement be amended to extend to October 1, 2005
the Commitment assumed by Bank One, NA. The Banks have agreed to amend the
Agreement as set forth herein.

In consideration of the foregoing and
the mutual covenants contained herein, the Company, the Banks, the
Co-Syndication Agents, and the Administrative Agent agree as follows:

1.      Amendments.




  	
    The second recital of the Agreement is amended to
    read in its entirety as follows:



WHEREAS, the Total Commitments equal $1,000,000,000 as of
    the Restatement Effective Date;

  
  
  b.    Section 1.1(b)
  is amended to read in its entirety as follows:

  
    
      
        (b)        
        The Termination Date of the Commitment of each Bank has been extended
        to, and is now, October 1, 2005.

          
        

      

    

    2.    Representations.    
    As a material inducement to the Banks and the Administrative Agent to
    execute and deliver this Amendment, the Company represents and warrants to
    the Banks and the Administrative Agent that (a) the Company has all
  requisite corporate authority and power to execute, deliver, and perform its
  obligations under this Amendment, which execution, delivery, and performance
  have been duly authorized by all necessary corporate action, require no
  Governmental Approvals, and do not violate its certificate of incorporation or
  its bylaws or the Agreement, (b) upon execution and delivery 

 

1

  by the Company,
  the Administrative Agent, and the Required Banks, this Amendment will constitute
the legal and binding obligation of the Company, enforceable against it in
accordance with this Amendment's terms, except that enforceability may
be limited by general principles of equity or by bankruptcy or insolvency laws
or similar laws affecting creditors' rights generally, and (c) no Default or
Event of Default has occurred and is continuing.


3.     Conditions Precedent to
Effectiveness.     This Amendment shall not become
effective unless and until the Administrative Agent receives counterparts of
this Amendment executed by the Company, Bank One, NA, the Required Banks, and
the Administrative Agent.


4.     Expenses.   
 The Company shall pay all reasonable costs, fees, and expenses paid or
incurred by the Administrative Agent incident to this Amendment, including,
without limitation, the reasonable fees and expenses of the Administrative Agent's
counsel in connection with the negotiation, preparation, delivery, and execution
of this Amendment and any related documents.


5.     Miscellaneous.   
 Unless stated otherwise herein, (a) the singular number includes the plural
and vice versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions shall not be construed in
interpreting provisions of this Amendment, (c) this Amendment shall be governed
by and construed in accordance with the laws of the State of North Carolina, (d)
if any part of this Amendment is for any reason found to be unenforceable, all
other portions of it shall nevertheless remain enforceable, (e) this Amendment
may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts shall be
construed together to constitute the same document, (f) this Amendment, the
Agreement, as amended by this Amendment, and the other Loan Documents constitute
the entire agreement and understanding among the parties hereto and supercede
any and all prior agreements and understandings, oral or written, relating to
the subject matter hereof, and (g) except as provided in this Amendment, the
Agreement, the Notes, and the other Loan Documents are unchanged and are
ratified and confirmed.


6.     Parties.   
 This Amendment binds and inures to the benefit of the Company, the
Administrative Agent, the Banks and their respective successors and assigns,
subject to Section 9.7.

The parties hereto have executed this
Amendment in multiple counterparts as of the date first above written.


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INTENTIONALLY BLANK.

SIGNATURE PAGES
FOLLOW.]

 

 

 

 

 

 

 

 

 


2

 

Signature Page to that
certain Second Amendment to Amended and Restated Credit Agreement dated as of
August 29, 2003, among ALLTEL Corporation, certain Banks, certain Co-Syndication
Agents, and Bank of America, N.A., as Administrative Agent.

 


	
      ATTEST:

      
      By:       
      /s/ Scott Settelmyer

      
                  
      Title: Treasurer

      
       

      [Corporate Seal]

      	
      ALLTEL CORPORATION, as the Company

      By:         
      /s/ Scott T. Ford

      
                   
      Name:     Scott T. Ford

                   
      Title:        President & CEO

      
       

	 	 



 

 

 

 

 

 

 

 

 

 


 

 


Signature
Page to that certain Second Amendment to Amended and Restated Credit Agreement
dated as of August 29, 2003, among ALLTEL Corporation, certain Banks, certain
Co-Syndication Agents, and Bank of America, N.A., as Administrative Agent.


 



  
    
      
        BANK OF AMERICA, N.A., in its capacity as
      Administrative Agent and in its individual capacity as a Bank

       

      	
            By:
	
            /s/
            Todd
            Shipley                                         
            

	
            
	
            Name: 
            Todd
            Shipley                                  
            

	
            
	
            Title:    
            Managing
            Director                          
             



      
        
          
            
              
                
                  
                    
                       

                       

                       

                       

                       

                       

                       

                       

                       

                       

                       

                    

                  

                   

                   

                

              

            

          

        

      

    

  






 

 


Signature Page to that
certain Second Amendment to Amended and Restated Credit Agreement dated as of
August 29, 2003, among ALLTEL Corporation, certain Banks, certain Co-Syndication
Agents, and Bank of America, N.A., as Administrative Agent.



  
    
      
        
        BANK ONE, NA, in its individual capacity as a Bank

         

        	By:	/s/ Matthew J.
              Reilly                                          
              
		Name:   Matthew J.
              Reilly                                  
              
		Title:      Director                                               
              


        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        

      

    

  

   

   

   

   

   

   

   

   

   

   

   

   

   

   

  
  
   

  Signature Page to that certain Second Amendment to Amended
  and Restated Credit Agreement dated as of August 29, 2003, among ALLTEL
  Corporation, certain Banks, certain Co-Syndication Agents, and Bank of
  America, N.A., as Administrative Agent.



  
    
      
        
        CITIBANK, N.A., in its capacity as a Co-Syndication Agent and in
        its individual capacity as a Bank

        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        	
              By:
	
              /s/
              Charles
              Foster                                               
              

	
              
	
              Name:  
              Charles Foster

	
              
	
              Title:     
              Managing Director



        

      

    

  

   

   

   

   

   

   

   

   

   

   

   

   

   

   

  Signature Page to that certain Second Amendment to Amended
  and Restated Credit Agreement dated as of August 29, 2003, among ALLTEL
  Corporation, certain Banks, certain Co-Syndication Agents, and Bank of
  America, N.A., as Administrative Agent.



  
    
      
        
        MERRILL LYNCH BANK USA, in its individual capacity as a Bank

         

        	
              By:
	
              /s/
              Louis
              Alder                                              
              

	
              
	
              Name:  
              Louis
              Alder                                      
              

	
              
	
              Title:     
              Vice
              President                                 
              



        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        

      

    

  

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

  Signature Page to that certain Second Amendment to Amended
  and Restated Credit Agreement dated as of August 29, 2003, among ALLTEL
  Corporation, certain Banks, certain Co-Syndication Agents, and Bank of
  America, N.A., as Administrative Agent.



  
    
      
        
        PNC BANK, NATIONAL ASSOCIATION, in its individual capacity as a
        Bank

        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        	By:	/s/ Philip K. Liebscher                                      
              
		Name:   Philip K.
              Liebscher                             
              
		Title:      Vice
              President                                    
              


        
          
            
              
                
                  
                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                  

                

              

            

          

        

        

      

    

  

  
  
 

Signature Page to that certain Second Amendment to Amended
and Restated Credit Agreement dated as of August 29, 2003, among ALLTEL
Corporation, certain Banks, certain Co-Syndication Agents, and Bank of America,
N.A., as Administrative Agent.


  
    
      
        
        UNION BANK OF CALIFORNIA, N.A., in its individual capacity as a
        Bank

        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        	By:	/s/ Richard Vian                                                 
              
		Name:   Richard Vian                                        
              
		Title:      Assistant
              Vice
              President                       
              


        
          
            
              
                
                  
                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                     

                  

                

              

            

          

        

      

    

  




  
    
      
        
          
            
              
                
                  
                     

                  

                

              

            

          

        

      

    

  





 

Signature Page to that certain Second Amendment to Amended
and Restated Credit Agreement dated as of August 29, 2003, among ALLTEL
Corporation, certain Banks, certain Co-Syndication Agents, and Bank of America,
N.A., as Administrative Agent. 


  
    
      
        
        WACHOVIA BANK, NATIONAL ASSOCIATION, f/k/a FIRST UNION
        NATIONAL BANK, in its individual capacity as a Bank

        
          
            
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

        	
              By:
	
              /s/
              Mark L.
              Cook                                                   
               

	
              
	
              Name:  
              Mark L. Cook

	
              
	
              Title:     
              Director