Exhibit
(4)(i)


 


FIRST
SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”)
dated as of February 1, 1999 among 360 Communications Company, a Delaware
corporation (“360”), ALLTEL Corporation, a Delaware corporation (“ALLTEL”), and
Citibank, N.A. as trustee (the “Trustee”).


 


WHEREAS, 360 has executed and delivered to the Trustee an Indenture
(the “1997 Indenture”), dated as of March 1, 1997, providing for the issuance
from time to time of Securities;


 


WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March
16, 1998 among 360, ALLTEL and Pinnacle Merger Sub, Inc., 360 became a wholly
owned subsidiary of ALLTEL Corporation effective as of July 1, 1998 (the
“Merger”);


 


WHEREAS, the Merger complies with the provisions of Section 1101 of the
1997 Indenture;


 


WHEREAS, Section 1201 of the Indenture permits 360 and the Trustee to
amend the Indenture without the consent of any Holder for the purposes of
changing any provision of the Indenture and adding any new provision to the
Indenture which, in each case, do not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material respect;


 


WHEREAS, 360 proposes in and by this First Supplemental Indenture to
supplement and amend the 1997 Indenture in certain respects as it applies to
the Securities issued thereunder;


 


WHEREAS, ALLTEL desires to unconditionally and irrevocably guarantee
the full and punctual payment of principal of and interest on the Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of 360 under the 1997 Indenture and the
Securities, and the full and punctual performance within applicable grace
periods of all other obligations of 360 under the 1997 Indenture; and


 


WHEREAS, 360 and ALLTEL have requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make the guarantee provided for herein the valid obligation of ALLTEL and the
execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects.


 


NOW THEREFORE, 360, ALLTEL and the Trustee hereby agree that the
following Sections of this First Supplemental Indenture supplement the 1997
Indenture with respect to Securities issued thereunder:


 


SECTION 1.  Definitions.
Capitalized terms used herein and not defined herein have the meanings ascribed
to such terms in the 1997 Indenture.


 

















 


SECTION
2.   The Guarantee.


 


(a)          ALLTEL irrevocably
and unconditionally guarantees (the “Guarantee”), to each Holder of Securities
and to the Trustee and its successors and assigns, (i) the full and punctual
payment of principal of and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of 360 under the 1997 Indenture and the Securities, and (ii) the
full and punctual performance within applicable grace periods of all other
obligations of 360 under the 1997 Indenture and the Securities.


 


(b)          ALLTEL further agrees
that the Guarantee constitutes a guarantee of payment, performance and
compliance and not merely of collection.


 


(c)          The obligation of
ALLTEL to make any payment hereunder may be satisfied by causing 360 to make
such payment.


 


SECTION
3.   Reports by ALLTEL.   Section 1504 of the 1997 Indenture is
amended and restated in its entirety as follows:


 


ALLTEL
shall:


 


(a)        file
with the Trustee, within 45 days after ALLTEL is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
ALLTEL may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if ALLTEL is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on an national securities exchange as may be prescribed
from time to time in such rules and regulations;


 


(b)        file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
document and reports with respect to compliance by ALLTEL with the conditions
and covenants of this Indenture as may be required from time to time by such
rules and regulations; and


 


(c)        transmit,
within 30 days after the filing thereof with the Trustee, to the Holders, in the
manner and to the extent provided in Section 1503(c) with respect to reports
pursuant to Section 1503(a), such summaries of any information, documents and
reports required to be filed by ALLTEL pursuant to paragraphs (a) and (b) of
this Section as may be required by rules and regulations prescribed from time
to time by the Commission. Delivery of such reports,


 


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information
and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein, including ALLTEL’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).


 


SECTION
4.   Termination of 360 Reports.   The provisions of this First Supplemental
Indenture are intended to, and shall have the effect of, terminating any
obligation of 360 arising under the 1997 Indenture to prepare and/or file with
the Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered
on an national securities exchange as may be prescribed from time to time in
such rules and regulations, as well as any additional information, document and
reports with respect to compliance by 360 with the conditions and covenants of
the 1997 Indenture as may be required from time to time by such rules and
regulations.


 


SECTION
5.   Financial Information.   ALLTEL shall provide in the notes to its
financial statements summarized financial information with respect to 360 pursuant
to Rule l-02(bb) of Regulation S-X during any period in which 360 would be
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act.


 


SECTION
6.   Concerning the Trustee.   The Trustee accepts the provisions of this
First Supplemental Indenture, but only upon the terms and conditions set forth
in the Indenture as amended by this First Supplemental Indenture.


 


SECTION
7.   Indenture Confirmed.   This First Supplemental Indenture shall be
construed as supplemental to the 1997 Indenture and shall form a part of it,
and the 1997 Indenture is hereby incorporated by reference herein and each is
hereby ratified, approved and confirmed.


 


SECTION
8.   Governing Law.   This First Supplemental Indenture shall be
governed and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State
without reference to principles of conflicts of laws.


 


SECTION
9.   Counterparts.   This First Supplemental Indenture may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
instrument.


 


SECTION
10.  Headings.   The headings of this First Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.


 


SECTION
11.  Separability.   In case any one or more of the provisions
contained in this First Supplemental Indenture or in the Securities shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture or of the Securities, but this
First


 


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Supplemental Indenture and
the Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein,


 


SECTION
12.  Benefits of Indenture.   Nothing in this First Supplemental
Indenture, express or implied, shall give to any person, other than the parties
hereto, their successors hereunder, and the Holders, any benefit of any legal
or equitable right, remedy or claim under this First Supplemental Indenture.


 


IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.


 


 


	
   

  	
  360
  COMMUNICATIONS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery
  R. Gardner

  
	
   

  	
  Name:

  	
  Jeffery R.
  Gardner

  
	
   

  	
  Title:

  	
  Sr. VP
  Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLTEL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis
  J. Ferra

  
	
   

  	
  Name:

  	
  Dennis J.
  Ferra

  
	
   

  	
  Title:

  	
  SVP CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A., AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol Ng

  
	
   

  	
  Name:

  	
  Carol Ng

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


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