**Exhibit (10)(a)(3)**

 

 

**SECONDAMENDMENT
TO AMENDED ANDRESTATED CREDIT AGREEMENT**
 

THIS SECOND AMENDMENT TO AMENDED ANDRESTATED CREDIT AGREEMENT (this ***"Amendment"***) is enteredinto as of August 29, 2003, among **ALLTEL CORPORATION**, a Delawarecorporation (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.     TheCompany entered into the Amended and Restated Credit Agreement dated as of June28, 2001 (as heretofore amended or modified, the "***Agreement***"),with certain Banks (herein so called), certain Co-Syndication Agents (herein socalled), and Bank of America, N.A., as Administrative Agent (herein so called)for the Banks, providing for revolving credit loans and competitive bid loans inthe aggregate principal amount of up to $1,000,000,000. Unless otherwiseindicated herein, all capitalized terms used herein shall have the meaning setforth in the Agreement and all Section references herein are to sections in theAgreement.

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

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

In consideration of the foregoing andthe mutual covenants contained herein, the Company, the Banks, theCo-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 hasall  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 

 

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 by the Company,  the Administrative Agent, and the Required Banks, this Amendment will constitutethe legal and binding obligation of the Company, enforceable against it inaccordance with this Amendment's terms, *except* that enforceability maybe limited by general principles of equity or by bankruptcy or insolvency lawsor similar laws affecting creditors' rights generally, and (c) no Default orEvent of Default has occurred and is continuing.**3.**  ****Conditions Precedent toEffectiveness.   ** This Amendment shall not becomeeffective unless and until the Administrative Agent receives counterparts ofthis Amendment executed by the Company, Bank One, NA, the Required Banks, andthe Administrative Agent.
**4.**  ****Expenses.   ** The Company shall pay all reasonable costs, fees, and expenses paid orincurred by the Administrative Agent incident to this Amendment, including,without limitation, the reasonable fees and expenses of the Administrative Agent'scounsel in connection with the negotiation, preparation, delivery, and executionof this Amendment and any related documents.
**5.**  ****Miscellaneous.   ** Unless stated otherwise herein, (a) the singular number includes the pluraland *vice versa* and words of any gender include each other gender, in eachcase, as appropriate, (b) headings and captions shall not be construed ininterpreting provisions of this Amendment, (c) this Amendment shall be governedby 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, allother portions of it shall nevertheless remain enforceable, (e) this Amendmentmay be executed in any number of counterparts with the same effect as if allsignatories had signed the same document, and all of those counterparts shall beconstrued together to constitute the same document, (f) this Amendment, theAgreement, as amended by this Amendment, and the other Loan Documents constitutethe entire agreement and understanding among the parties hereto and supercedeany and all prior agreements and understandings, oral or written, relating tothe subject matter hereof, and (g) except as provided in this Amendment, theAgreement, the Notes, and the other Loan Documents are unchanged and areratified and confirmed.
**6.**  ****Parties.   ** This Amendment binds and inures to the benefit of the Company, theAdministrative Agent, the Banks and their respective successors and assigns,subject to ***Section 9.7.***

The parties hereto have executed thisAmendment in multiple counterparts as of the date first above written.
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SIGNATURE PAGESFOLLOW.]

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 
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Signature Page to thatcertain Second Amendment to Amended and Restated Credit Agreement dated as ofAugust 29, 2003, among ALLTEL Corporation, certain Banks, certain Co-SyndicationAgents, 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                                                             
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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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                                                  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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Signature Page to that certain Second Amendment to Amendedand Restated Credit Agreement dated as of August 29, 2003, among ALLTELCorporation, 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                                     
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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Signature Page to that certain Second Amendment to Amendedand Restated Credit Agreement dated as of August 29, 2003, among ALLTELCorporation, 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
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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