**Exhibit(4)(e)**

 

**FIRSTSUPPLEMENTAL INDENTURE**

 

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

 

WHEREAS,pursuant to an Agreement and Plan of Merger dated as of March 16, 1998 among360, ALLTEL and Pinnacle Merger Sub, Inc., 360 became a wholly owned subsidiaryof 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 theIndenture without prior notice to or consent of any Securityholder for thepurposes of adding guarantees with respect to the Securities and making anychange that does not adversely affect the rights of any Securityholder in anymaterial respect;

 

WHEREAS, 360 proposes inand by this First Supplemental Indenture to supplement and amend the 1996Indenture in certain respects as it applies to the Securities issuedthereunder;

 

WHEREAS,ALLTEL desires to unconditionally and irrevocably guarantee the full andpunctual payment of principal of and interest on the Securities when due,whether at maturity, by acceleration, by redemption or otherwise, and all othermonetary obligations of 360 under the 1996 Indenture and the Securities, andthe full and punctual performance within applicable grace periods of all otherobligations of 360 under the 1996 Indenture; and

 

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

 

NOWTHEREFORE, 360, ALLTEL and the Trustee hereby agree that the following Sectionsof this First Supplemental Indenture supplement the 1996 Indenture with respectto Securities issued thereunder:

 

SECTION1.   Definitions.   Capitalized terms used herein and not definedherein have the meanings ascribed to such terms in the 1996 Indenture.

 

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SECTION2.   The Guarantee.

 

(a)            ALLTELirrevocably and unconditionally guarantees (the “Guarantee”), to each Holder ofSecurities and to the Trustee and its successors and assigns, (i) the full andpunctual payment of principal of and interest on the Securities when due,whether at maturity, byacceleration,by redemption or otherwise, and all other monetary obligations of 360 under the1996 Indenture and the Securities, and (ii) the full and punctual performancewithin applicable grace periods of all other obligations of 360 under the 1996Indenture and the Securities.

 

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

 

(c)            Theobligation of ALLTEL to make any payment hereunder may be satisfied by causing360 to make such payment.

 

SECTION3.   SEC Reports:   Reports to Securityholders.   Section 3.10 of the 1996 Indenture isamended and restated in its entirety as follows:

 

(a)           ALLTELshall make available without cost to each Holder and shall file with theTrustee within 15 days after ALLTEL files with or furnishes them to the SEC,copies of the annual reports and of the information, documents, and otherreports (or copies of such portions of any of the foregoing as the SEC may byrules and regulations prescribe), if any, which ALLTEL is required to file withor furnish to the SEC pursuant to Section 13 or 15(d) of the Exchange Act andthe rules and regulations promulgated thereunder.  ALLTEL also shall comply with the other provisions of TIA §3l4(a).

 

(b)          So long as any of theSecurities remain outstanding, if ALLTEL is not required to file reports withthe SEC, ALLTEL shall nevertheless prepare such reports, information, documentsand other reports as are specified in Sections 13 and 15(d) of the Exchange Actand 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 berequired to be included in a Report on Form 8-K (with respect to currentreports), a Report on Form 10-Q (with respect to quarterly reports) and aReport on Form 10-K (with respect to annual reports).  ALLTEL shall also prepare, on an annual basis, complete auditedconsolidated financial statements containing the information that otherwise wouldbe required to be in annual financial statements filed with the SEC pursuant toSection 13 or 15(d) of the Exchange Act and the rules and regulationspromulgated thereunder.  All financialstatements herein described shall be prepared in accordance with GAAPconsistently applied (except as otherwise noted therein) and except for changeswith which ALLTEL’s independent public accountants concur and except thatquarterly statements may be subject to year-end adjustments.  ALLTEL shall cause a copy of such reports tobe 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 daysafter the close of each of the first three quarters of each fiscal year andwithin 120 days after the close of each fiscal year, at such Holder’s lastaddress appearing on the register of the Securities.  In addition, ALLTEL will file a copy of all such aforementionedinformation and reports with the SEC for public availability (unless the SECwill not accept such a filing) and make such information available tosecurities analysts and prospective investors upon request.

 

SECTION4.   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 underthe 1996 Indenture to (i) prepare such reports, information, documents andother reports as are specified in Sections 13 and 15(d) of the Exchange Act andthe 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 statementscontaining the information that otherwise would be required to be in annualfinancial statements filed with the SEC pursuant to Section 13 or 15(d) of theExchange Act and the rules and regulations promulgated thereunder, (iii) causea copy of any such reports to be filed with the Trustee and mailed directly toeach of the Holders of the Securities, and (iv) file a copy of all suchaforementioned information and reports with the SEC and make such informationavailable to securities analysts and prospective investors upon request.

 

SECTION5   Financial Information.   ALLTEL shall provide in the notes to itsfinancial statements summarized financial information with respect to 360pursuant to Rule l-02(bb) of Regulation S-X during any period in which 360would be subject to the reporting requirements of Section 13 or Section 15(d)of the Exchange Act.

 

SECTION6.   Concerning the Trustee.   The Trustee accepts the provisions of thisFirst Supplemental Indenture, but only upon the terms and conditions set forthin the Indenture as amended by this First Supplemental Indenture.

 

SECTION7.   Indenture Confirmed.   This First Supplemental Indenture shall beconstrued 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 ishereby ratified, approved and confirmed.

 

SECTION8.   Governing Law.   This First Supplemental Indenture shall begoverned and construed in accordance with the laws of the State of New Yorkapplicable to contracts made and to be performed entirely within such Statewithout reference to principles of conflicts of laws.

 

SECTION9.   Counterparts.   This First Supplemental Indenture may beexecuted in two or more counterparts, each of which shall constitute anoriginal, but all of which when taken together shall constitute but oneinstrument.

 

SECTION10.  Headings.   The headings of this First SupplementalIndenture are for reference only and shall not limit or otherwise affect themeaning hereof.

 

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SECTION11.  Separability.   In case any one or more of the provisionscontained in this First Supplemental Indenture or in the Securities shall forany reason be held to be invalid, illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any otherprovisions of this First Supplemental Indenture or of the Securities, but thisFirst Supplemental Indenture and the Securities shall be construed as if suchinvalid or illegal or unenforceable provision had never been contained hereinor therein.

 

SECTION12.  Benefits of Indenture.   Nothing in this First SupplementalIndenture, express or implied, shall give to any Person, other than the partieshereto, their successors hereunder, and the Holders, any benefit of any legalor equitable right, remedy or claim under this First Supplemental Indenture.

 

INWITNESS WHEREOF, the parties hereto have caused this First SupplementalIndenture to be duly executed by their respective authorized officers as of thedate 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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