Exhibit
(4)(e)


 


FIRST
SUPPLEMENTAL INDENTURE


 


FIRST
SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of
February l, 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 “1996
Indenture”), dated as of March 7, 1996, providing for the issuance of the 2003
Senior Notes and the 2006 Senior Notes;


 


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 6.01 of the 1996 Indenture;


 


WHEREAS,
Section 10.01 of the Indenture permits 360 and the Trustee to amend the
Indenture without prior notice to or consent of any Securityholder for the
purposes of adding guarantees with respect to the Securities and making any
change that does not adversely affect the rights of any Securityholder in any
material respect;


 


WHEREAS, 360 proposes in
and by this First Supplemental Indenture to supplement and amend the 1996
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 1996 Indenture and the Securities, and
the full and punctual performance within applicable grace periods of all other
obligations of 360 under the 1996 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 1996 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 1996 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
1996 Indenture and the Securities, and (ii) the full and punctual performance
within applicable grace periods of all other obligations of 360 under the 1996
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.   SEC Reports:   Reports to Securityholders.   Section 3.10 of the 1996 Indenture is
amended and restated in its entirety as follows:


 


(a)           ALLTEL
shall make available without cost to each Holder and shall file with the
Trustee within 15 days after ALLTEL files with or furnishes them to the SEC,
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 SEC may by
rules and regulations prescribe), if any, which ALLTEL is required to file with
or furnish to the SEC pursuant to Section 13 or 15(d) of the Exchange Act and
the rules and regulations promulgated thereunder.  ALLTEL also shall comply with the other provisions of TIA §
3l4(a).


 


(b)          So long as any of the
Securities remain outstanding, if ALLTEL is not required to file reports with
the SEC, ALLTEL shall nevertheless prepare such reports, information, documents
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act
and the rules and regulations promulgated thereunder and applicable to a U.S.
corporation subject to such Sections and rules and regulations thereunder,
including, without limitation, reports containing the information that would be
required to be included in a Report on Form 8-K (with respect to current
reports), a Report on Form 10-Q (with respect to quarterly reports) and a
Report on Form 10-K (with respect to annual reports).  ALLTEL shall also prepare, on an annual basis, complete audited
consolidated financial statements containing the information that otherwise would
be required to be in annual financial statements filed with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  All financial
statements herein described shall be prepared in accordance with GAAP
consistently applied (except as otherwise noted therein) and except for changes
with which ALLTEL’s independent public accountants concur and except that
quarterly statements may be subject to year-end adjustments.  ALLTEL shall cause a copy of such reports to
be filed with the Trustee and shall cause copies of such reports (or summaries


 


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thereof)
to be mailed directly to each of the Holders of the Securities within 60 days
after the close of each of the first three quarters of each fiscal year and
within 120 days after the close of each fiscal year, at such Holder’s last
address appearing on the register of the Securities.  In addition, ALLTEL will file a copy of all such aforementioned
information and reports with the SEC for public availability (unless the SEC
will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request.


 


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 1996 Indenture to (i) prepare such reports, information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange Act and
the rules and regulations promulgated thereunder and applicable to a U.S.
corporation subject to such Sections and rules and regulations thereunder, (ii)
prepare, on an annual basis, complete audited consolidated financial statements
containing the information that otherwise would be required to be in annual
financial statements filed with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act and the rules and regulations promulgated thereunder, (iii) cause
a copy of any such reports to be filed with the Trustee and mailed directly to
each of the Holders of the Securities, and (iv) file a copy of all such
aforementioned information and reports with the SEC and make such information
available to securities analysts and prospective investors upon request.


 


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 1996 Indenture and shall form a part of it,
and the 1996 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.


 


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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 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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