**Exhibit(4)(i)**

 

**FIRSTSUPPLEMENTAL INDENTURE**

 

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”)dated as of February 1, 1999 among 360 Communications Company, a Delawarecorporation (“360”), ALLTEL Corporation, a Delaware corporation (“ALLTEL”), andCitibank, 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 issuancefrom time to time of Securities;

 

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March16, 1998 among 360, ALLTEL and Pinnacle Merger Sub, Inc., 360 became a whollyowned subsidiary of ALLTEL Corporation effective as of July 1, 1998 (the“Merger”);

 

WHEREAS, the Merger complies with the provisions of Section 1101 of the1997 Indenture;

 

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

 

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

 

WHEREAS, ALLTEL desires to unconditionally and irrevocably guaranteethe full and punctual payment of principal of and interest on the Securitieswhen due, whether at maturity, by acceleration, by redemption or otherwise, andall other monetary obligations of 360 under the 1997 Indenture and theSecurities, and the full and punctual performance within applicable graceperiods of all other obligations of 360 under the 1997 Indenture; and

 

WHEREAS, 360 and ALLTEL have requested that the Trustee execute anddeliver this First Supplemental Indenture and all requirements necessary tomake the guarantee provided for herein the valid obligation of ALLTEL and theexecution and delivery of this First Supplemental Indenture has been dulyauthorized in all respects.

 

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

 

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

 

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SECTION2.   The Guarantee.

 

(a)          ALLTEL irrevocablyand unconditionally guarantees (the “Guarantee”), to each Holder of Securitiesand to the Trustee and its successors and assigns, (i) the full and punctualpayment of principal of and interest on the Securities when due, whether atmaturity, by acceleration, by redemption or otherwise, and all other monetaryobligations of 360 under the 1997 Indenture and the Securities, and (ii) thefull and punctual performance within applicable grace periods of all otherobligations of 360 under the 1997 Indenture and the Securities.

 

(b)          ALLTEL further agreesthat the Guarantee constitutes a guarantee of payment, performance andcompliance and not merely of collection.

 

(c)          The obligation ofALLTEL to make any payment hereunder may be satisfied by causing 360 to makesuch payment.

 

SECTION3.   Reports by ALLTEL.   Section 1504 of the 1997 Indenture isamended and restated in its entirety as follows:

 

ALLTELshall:

 

(a)        filewith the Trustee, within 45 days after ALLTEL is required to file the same withthe Commission, copies of the annual reports and of the information, documentsand other reports (or copies of such portions of any of the foregoing as theCommission may from time to time by rules and regulations prescribe) whichALLTEL may be required to file with the Commission pursuant to Section 13 or Section15(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 filewith the Trustee and the Commission, in accordance with the rules andregulations prescribed from time to time by the Commission, such of thesupplementary and periodic information, documents and reports which may berequired pursuant to Section 13 of the Exchange Act in respect of a securitylisted and registered on an national securities exchange as may be prescribedfrom time to time in such rules and regulations;

 

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

 

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

 

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

 

SECTION4.   Termination of 360 Reports.   The provisions of this First SupplementalIndenture are intended to, and shall have the effect of, terminating anyobligation of 360 arising under the 1997 Indenture to prepare and/or file withthe Trustee and the Commission, in accordance with the rules and regulationsprescribed from time to time by the Commission, such of the supplementary andperiodic information, documents and reports which may be required pursuant toSection 13 of the Exchange Act in respect of a security listed and registeredon an national securities exchange as may be prescribed from time to time insuch rules and regulations, as well as any additional information, document andreports with respect to compliance by 360 with the conditions and covenants ofthe 1997 Indenture as may be required from time to time by such rules andregulations.

 

SECTION5.   Financial Information.   ALLTEL shall provide in the notes to itsfinancial statements summarized financial information with respect to 360 pursuantto Rule l-02(bb) of Regulation S-X during any period in which 360 would besubject to the reporting requirements of Section 13 or Section 15(d) of theExchange 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 1997 Indenture and shall form a part of it,and the 1997 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.

 

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

 

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Supplemental Indenture andthe Securities shall be construed as if such invalid or illegal orunenforceable provision had never been contained herein or 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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