Exhibit
      (4)(a)(3)







FIRST
      SUPPLEMENTAL INDENTURE






First
      Supplemental Indenture (this “Supplemental
      Indenture”), dated as of December 14, 2007, among Alltel New License
      Sub, LLC, a
      Delaware limited liability company (the “Guaranteeing
      Subsidiary”), a subsidiary
      of ALLTEL Communications, Inc., a Delaware corporation (“ACI”),
      Alltel Communications Finance, Inc.,
      a Delaware corporation (the “Co-Issuer”
and,
      together with ACI, the
“Issuers”
and
      each, an “Issuer”)
      and Wells Fargo Bank, National
      Association, as trustee(the “Trustee”).






W
      I T N E
      S S E T H




WHEREAS,
      each of the Issuers and the Guarantors (as defined in the Indenture referred
      to
      below) has heretofore executed and delivered to the Trustee a Senior Notes
      Indenture dated as of December 3, 2007, as may be amended or supplemented
      from time to time (the “Indenture”) providing
      for the issuance of an unlimited aggregate principal amount of Cash-Pay Notes
      due 2015 and Toggle Notes due 2017;




WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
      all of the Issuers’ Obligations under the Notes and the Indenture on the terms
      and conditions set forth herein and under the Indenture (the “Guarantee”);
      and




WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
      and deliver this Supplemental Indenture.




NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties mutually
      covenant and agree for the equal and ratable benefit of the Holders as
      follows:




(1)           
      Capitalized
      Terms.  Capitalized terms used herein without definition shall
      have the meanings assigned to them in the Indenture.




(2)           
      Agreement to
      Guarantee.  The Guaranteeing Subsidiary hereby agrees as
      follows:




(a)           
      Along with all other Guarantors named in the Indenture (including pursuant
      to
      any supplemental indentures), to jointly and severally unconditionally guarantee
      to each Holder of a Note authenticated and delivered by the Trustee and to
      the
      Trustee and its successors and assigns, irrespective of the validity and
      enforceability of the Indenture, the Notes or the obligations of the Issuers
      hereunder or thereunder, that:




(i)
      the principal of and interest
      and premium, if any, on the Notes shall be promptly paid in full when due,
      whether at maturity, by







acceleration,
      redemption or otherwise, and interest on the overdue principal of and interest
      on the Notes, if any, if lawful, and all other obligations of the Issuers to
      the
      Holders or the Trustee thereunder shall be promptly paid in full, all in
      accordance with the terms thereof; and




(ii)
      in case of any extension
      of
      time of payment or renewal of any Notes or any of such other obligations, that
      same shall be promptly paid in full when due in accordance with the terms of
      the
      extension or renewal, whether at stated maturity, by acceleration or
      otherwise.  Failing payment when due of any amount so guaranteed for
      whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly
      and severally obligated to pay the same immediately.  This is a
      guarantee of payment and not a guarantee of collection.




(b)           
      The obligations hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Notes or the Indenture, the absence of
      any
      action to enforce the same, any waiver or consent by any Holder with respect
      to
      any provisions hereof or thereof, the recovery of any judgment against the
      Issuers or any other Guarantor, any action to enforce the same or any other
      circumstance which might otherwise constitute a legal or equitable discharge
      or
      defense of a guarantor.




(c)           
      The Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of
      payment, filing of claims with a court in the event of insolvency or bankruptcy
      of the Issuers, any right to require a proceeding first against the Issuers,
      protest, notice and all demands whatsoever.




(d)           
      This Guarantee shall not be discharged except by full payment of the obligations
      contained in the Notes, the Indenture and this Supplemental Indenture. The
      Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under
      the Indenture, including Article X of the Indenture (which is deemed
      incorporated in this Supplemental Indenture and applicable to this Guarantee).
      The Guaranteeing Subsidiary acknowledges that by executing this Supplemental
      Indenture, it will become a Guarantor under the Indenture and subject to all
      the
      terms and conditions applicable to Guarantors contained therein.




(e)           
      If any Holder or the Trustee is required by any court or otherwise to return
      to
      the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any
      custodian, trustee, liquidator or other similar official acting in relation
      to
      either the Issuers or the Guarantors, any amount paid either to the Trustee
      or
      such Holder, this Guarantee, to the extent theretofore discharged, shall be
      reinstated in full force and effect.




(f)           
      The Guaranteeing Subsidiary shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.




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(g)           
      As between the Guaranteeing Subsidiary, on the one hand, and the Holders and
      the
      Trustee, on the other hand, (x) the maturity of the obligations guaranteed
      hereby may be accelerated as provided in Article VI of the Indenture for the
      purposes of this Guarantee, notwithstanding any stay, injunction or other
      prohibition preventing such acceleration in respect of the obligations
      guaranteed hereby, and (y) in the event of any declaration of acceleration
      of
      such obligations as provided in Article VI of the Indenture, such obligations
      (whether or not due and payable) shall forthwith become due and payable by
      the
      Guaranteeing Subsidiary for the purpose of this Guarantee.




(h)           
      The Guaranteeing Subsidiary shall have the right to seek contribution from
      any
      non-paying Guarantor so long as the exercise of such right does not impair
      the
      rights of the Holders under this Guarantee.




(i)           
      Pursuant to Section 10.02 of the Indenture, after giving effect to all other
      contingent and fixed liabilities that are relevant under any applicable
      Bankruptcy or fraudulent conveyance laws, and after giving effect to any
      collections from, rights to receive contribution from or payments made by or
      on
      behalf of any other Guarantor in respect of the obligations of such other
      Guarantor under Article X of the Indenture, this new Guarantee shall be limited
      to the maximum amount permissible such that the obligations of such Guarantor
      under this Guarantee will not constitute a fraudulent transfer or
      conveyance.




(j)           
      This Guarantee shall remain in full force and effect and continue to be
      effective should any petition be filed by or against the Issuers for
      liquidation, reorganization, should the Issuers become insolvent or make an
      assignment for the benefit of creditors or should a receiver or trustee be
      appointed for all or any significant part of the Issuers’ assets, and shall, to
      the fullest extent permitted by law, continue to be effective or be reinstated,
      as the case may be, if at any time payment and performance of the Notes are,
      pursuant to applicable law, rescinded or reduced in amount, or must otherwise
      be
      restored or returned by any obligee on the Notes and Guarantee, whether as
      a
“voidable preference”, “fraudulent transfer” or otherwise, all as though such
      payment or performance had not been made.  In the event that any
      payment or any part thereof, is rescinded, reduced, restored or returned, the
      Note shall, to the fullest extent permitted by law, be reinstated and deemed
      reduced only by such amount paid and not so rescinded, reduced, restored or
      returned.




(k)           
      In case any provision of this Guarantee shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.




(l)           
      This Guarantee shall be a general unsecured senior obligation of such
      Guaranteeing Subsidiary, ranking equally in right of payment with all existing
      and future unsubordinated indebtedness of the Guaranteeing Subsidiary, if
      any.




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(m)           
      Each payment to be made by the Guaranteeing Subsidiary in respect of this
      Guarantee shall be made without set-off, counterclaim, reduction or diminution
      of any kind or nature.




(3)           
      Execution and
      Delivery.  The Guaranteeing Subsidiary agrees that the
      Guarantee shall remain in full force and effect notwithstanding the absence
      of
      the endorsement of any notation of such Guarantee on the Notes.




(4)           
      Merger, Consolidation
      or Sale of All or Substantially All Assets.




(a)           
      Except as otherwise provided in Section 5.01(e) of the Indenture, the
      Guaranteeing Subsidiary may not consolidate or merge with or into or wind up
      into (whether or not a Guaranteeing Subsidiary is the surviving Person), or
      sell, assign, transfer, lease, convey or otherwise dispose of all or
      substantially all of its properties or assets, in one or more related
      transactions, to any Person unless:




(i)
      (A)   such
      Guaranteeing Subsidiary is the surviving Person or the Person formed by or
      surviving any such consolidation or merger (if other than such Guaranteeing
      Subsidiary) or to which such sale, assignment, transfer, lease, conveyance
      or
      other disposition will have been made is a corporation organized or existing
      under the laws of the jurisdiction of organization of the Guaranteeing
      Subsidiary, as applicable, or the laws of the United States, any state thereof,
      the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary
      or such Person, as the case may be, being herein called the “Successor
      Person”);




(B)   the Successor Person, if other than such Guaranteeing
      Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary
      under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant
      to supplemental indentures or other documents or instruments in form reasonably
      satisfactory to the Trustee;




(C)   immediately after such transaction, no Default exists;
      and




(D)   the Company shall have delivered to the Trustee an Officer’s
      Certificate of the Company and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such supplemental indentures, if any,
      comply with the Indenture; or




(ii)
      the transaction is made
      in
      compliance with Section 4.10 of the Indenture;




(b)           
      Subject to certain limitations described in the Indenture, the Successor Person
      will succeed to, and be substituted for, such Guaranteeing Subsidiary under
      the
      Indenture and the Guaranteeing Subsidiary’s Guarantee.




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Notwithstanding
      the foregoing, such Guaranteeing Subsidiary may merge into or transfer all
      or
      part of its properties and assets to another Guarantor or the
      Issuers.




(5)           
      Releases.  The
      Guarantee of the Guaranteeing Subsidiary shall be automatically and
      unconditionally released and discharged, and no further action by the
      Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release
      of the Guaranteeing Subsidiary’s Guarantee, upon:




(1)           
      (A) any sale, exchange or transfer (by merger or otherwise) of the Capital
      Stock
      of the Guaranteeing Subsidiary, after which the Guaranteeing Subsidiary is
      no
      longer a Restricted Subsidiary or all or substantially all the assets of the
      Guaranteeing Subsidiary, in each case if such sale, exchange or transfer is
      made
      in compliance with the applicable provisions of the Indenture and the
      Guaranteeing Subsidiary is released from the guarantee, if any, of, and all
      pledges and security, if any, granted in connection with, the Senior Secured
      Credit Facilities;




(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary
      of
      the Senior Secured Credit Facilities or the release or discharge of the
      guarantee which resulted in the creation of the Guarantee, except a discharge
      or
      release by or as a result of payment under such guarantee;




(C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted
      Subsidiary; or




(D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance
      option in accordance with Article VIII of the Indenture or the Issuers’
obligations under the Indenture being discharged in accordance with the terms
      of
      the Indenture; and




(2)           
      the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate
      and an Opinion of Counsel, each stating that all conditions precedent provided
      for in the Indenture relating to such transaction have been complied
      with.




(6)           
      No Recourse Against
      Others.  No director, officer, employee, incorporator or
      stockholder of the Guaranteeing Subsidiary shall have any liability for any
      obligations of the Issuers or the Guarantors (including the Guaranteeing
      Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental
      Indenture or for any claim based on, in respect of, or by reason of, such
      obligations or their creation.  Each Holder by accepting Notes waives
      and releases all such liability.  The waiver and release are part of
      the consideration for issuance of the Notes.




(7)           
      Governing
      Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




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(8)           
      Counterparts.  The
      parties may sign any number of copies of this Supplemental
      Indenture.  Each signed copy shall be an original, but all of them
      together represent the same agreement.




(9)           
      Effect of
      Headings.  The Section headings herein are for convenience only
      and shall not affect the construction hereof.




(10)          The
      Trustee.  The Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this Supplemental
      Indenture or for or in respect of the recitals contained herein, all of which
      recitals are made solely by the Guaranteeing Subsidiary.




(11)          Subrogation.  The
      Guaranteeing Subsidiary shall be subrogated to all rights of Holders against
      the
      Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant
      to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if
      an
      Event of Default has occurred and is continuing, the Guaranteeing Subsidiary
      shall not be entitled to enforce or receive any payments arising out of, or
      based upon, such right of subrogation until all amounts then due and payable
      by
      the Issuers under the Indenture or the Notes shall have been paid in
      full.




(12)          Benefits
      Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is
      subject to the terms and conditions set forth in the Indenture.  The
      Guaranteeing Subsidiary acknowledges that it will receive direct and indirect
      benefits from the financing arrangements contemplated by the Indenture and
      this
      Supplemental Indenture and that the guarantee and waivers made by it pursuant
      to
      this Guarantee are knowingly made in contemplation of such
      benefits.




(13)          Successors.  All
      agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall
      bind its Successors, except as otherwise provided in this Supplemental
      Indenture.  All agreements of the Trustee in this Supplemental
      Indenture shall bind its successors.




[Signatures
      on following page]







6


IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed, all as of the date first above written.






ALLTEL NEW LICENSE SUB, LLC




By:/s/
      Holly L.
      Larkin


Name: Holly L. Larkin


Title:  Senior Vice President, Treasurer
      and










WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Trustee




By:  /s/
      Joseph P.
      O'Donnell






Name: 
      Joseph
      P. O'Donnell


Title:  Vice President