Unassociated Document


     

    
Exhibit
      10.3

    ALLTEL
      COMMUNICATIONS, INC.

    ALLTEL
      COMMUNICATIONS FINANCE, INC.

    


     

    $810,000,000
      10.375%/11.125% Senior Toggle Notes due 2017

     

    GSMP
      Registration Rights Agreement

     

    December
      3, 2007

     

    GSMP
      V
      Onshore US, Ltd.,

    GSMP
      V
      Offshore US, Ltd and

    GSMP
      V
      Institutional US, Ltd

    


    Collectively,
      as the GSMP Purchasers

    


    c/o
      Goldman, Sachs & Co.,

    85
      Broad
      Street,

    New
      York,
      New York 10004

    Tel.:
      212-357-5505

    Attention:
      Eric Goldstein

    


    Ladies
      and Gentlemen:

     

    Alltel
      Communications, Inc. (“ACI”) and Alltel Communications Finance, Inc.
      (together with ACI, the “Issuer Subs”), corporations organized under the
      laws of Delaware, propose to issue and sell to certain initial purchasers (the
      “Initial Purchasers”) their $ 1,000,000,000 principal amount of
      10.375%/11.125% Senior Toggle Notes due 2017 (the “Senior Toggle Notes”),
      upon the terms set forth in the Purchase Agreement among Alltel Corporation,
      a
      corporation organized under the laws of Delaware (the “Company”), the
      Issuer Subs, the Subsidiary Guarantors (as defined below) and the
      Representatives (as defined therein) dated November 16, 2007 (the “Purchase
      Agreement”) relating to the initial placement of the Securities (as defined
      below).  Senior Toggle Notes in the principal amount of $190,000,000
      purchased by the Initial Purchasers are entitled to the benefits of the
      Registration Rights Agreement entered into among the Company, the Issuer Subs,
      the Subsidiary Guarantors and the Representatives (as defined therein), dated
      December 3, 2007 (the “Initial Purchasers’ Registration Rights
      Agreement”).

     

    The
      Issuers (as defined below) acknowledge that the Initial Purchasers will resell
      (the “Placement”) $810,000,000 in principal amount of Senior Toggle Notes
      to certain purchasers parties hereto (the “GSMP
      Purchasers”).  In order to induce the GSMP Purchasers to purchase
      the Senior Toggle Notes, the Issuers are willing to grant to the GSMP
      Purchasers, together with the holders from time to time of the GSMP Securities
      (as defined below) (each a “Holder” and, collectively, the
“Holders”) registration rights substantially similar to those set forth
      in the Initial Purchasers’ Registration Rights Agreement.

     

    The
      Senior Toggle Notes will be unconditionally guaranteed on a senior unsecured
      basis (the “Guarantees” and together with the Senior Toggle Notes, the
“Securities”) by the subsidiary guarantors listed on the signature pages
      hereto (the “Subsidiary Guarantors”) and the Company (collectively, the
“Guarantors” and, together with the Issuer Subs, the
“Issuers”).

     

    
      
        
        

      

      
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    Accordingly,
      the Issuers agree with you for your benefit and the benefit of the Holders
      as
      follows:

     

    1.  Definitions.  Capitalized
      terms used herein without definition shall have their respective meanings set
      forth in the Initial Purchaser Registration Rights Agreement, except where
      otherwise indicated.  As used in this Agreement, the following
      capitalized defined terms shall have the following meanings:

     

    “Affiliate”
      shall have the meaning specified in Rule 405 under the Act and the terms
“controlling” and “controlled” shall have meanings correlative
      thereto.

     

    “broker-dealer”
      shall mean any broker or dealer registered as such under the Exchange
      Act.

     

    “Business
      Day” shall mean any day other than a Saturday, a Sunday or a legal holiday
      or a day on which banking institutions or trust companies are authorized or
      obligated by law to close in New York City.

     

    “Closing
      Date” shall mean the date of the first issuance of the
      Securities.

     

    “Commission”
      shall mean the Securities and Exchange Commission.

     

    “Conduct
      Rules” shall mean the Conduct Rules and the By-Laws of the Financial
      Industry Regulatory Authority.

     

    “Effective
      Time” shall mean the time and date as of which the Commission declares the
      Shelf Registration Statement effective or as of which the Shelf Registration
      Statement otherwise becomes effective pursuant to the Securities
      Act.

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended, and the
      rules and regulations of the Commission promulgated thereunder.

     

    “Final
      Memorandum” shall mean the offering memorandum, dated November 16, 2007,
      relating to the offer and sale of the Securities, including any and all exhibits
      thereto and any information incorporated by reference therein as of such
      date.

     

    “GSMP
      Purchasers” shall have the meaning set forth in the preamble
      hereto.

     

    “GSMP
      Securities”  shall mean $810,000,000 of Senior Toggle Notes
      purchased by GSMP Purchasers and the related Guarantees.

     

    “Guarantees”
      shall have the meaning set forth in the preamble hereto.

     

    “Guarantors”
      shall have the meaning set forth in the preamble hereto.

     

    “Holder”
      shall have the meaning set forth in the preamble hereto.

     

    “Indenture”
      shall mean the Indenture relating to the Securities, dated as of December 3,
      2007, among the Issuers and Wells Fargo Bank, National Association, as trustee,
      as the same may be amended from time to time in accordance with the terms
      thereof.

     

    “Issuers”
      shall have the meaning set forth in the preamble hereto.

     

    “Issuer
      Subs” shall have the meaning set forth in the preamble hereto.

     

    
      
        
        

      

      
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    “Losses”
      shall have the meaning set forth in Section 5(d) hereof.

     

    “Majority
      Holders” shall mean, on any date, Holders of a majority of the aggregate
      principal amount of Securities registered under a Registration
      Statement.

     

    “Managing
      Underwriters” shall mean the investment banker or investment bankers and
      manager or managers that administer an underwritten offering, if any, under
      a
      Registration Statement.

     

    “New
      Securities” shall mean debt securities of the Issuer Subs and guarantees by
      the Guarantors, in each case identical in all material respects to the Senior
      Toggle Notes and the related Guarantees (except that the transfer restrictions
      shall be modified or eliminated, as appropriate) to be issued under the
      Indenture in connection with sales effected pursuant to the Shelf Registration
      Statement.

     

    “Placement”
      shall have the meaning set forth in the preamble hereto.

     

    “Prospectus”
      shall mean the prospectus included in any Registration Statement (including,
      without limitation, a prospectus that discloses information previously omitted
      from a prospectus filed as part of an effective registration statement in
      reliance upon Rule 430A under the Act), as amended or supplemented by any
      prospectus supplement, with respect to the terms of the offering of any portion
      of the GSMP Securities covered by such Registration Statement, and all
      amendments and supplements thereto, including any and all exhibits thereto
      and
      any information incorporated by reference therein.

     

    “Purchase
      Agreement” shall have the meaning set forth in the preamble
      hereto.

     

    “Request
      Date” shall have the meaning set forth in Section 2(a)
      hereof.

     

    “Registrable
      Securities” shall mean the GSMP Securities other than those that have been
      (A) registered under a Registration Statement and disposed of in accordance
      therewith or (B) distributed to the public pursuant to Rule 144 under the Act
      or
      any successor rule or regulation thereto that may be adopted by the
      Commission.

     

    “Registration
      Default” shall have the meaning set forth in Section 7 hereof.

     

    “Registration
      Statement” shall mean any Shelf Registration Statement that covers any of
      the Registrable Securities pursuant to the provisions of this Agreement, any
      amendments and supplements to such registration statement, including
      post-effective amendments (in each case including the Prospectus contained
      therein), all exhibits thereto and all material incorporated by reference
      therein.

     

    “Securities”
      shall have the meaning set forth in the preamble hereto.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as amended, and the rules and
      regulations of the Commission promulgated thereunder.

     

    “Senior
      Toggle Notes” shall have the meaning set forth in the preamble
      hereto.

     

    “Shelf
      Registration” shall mean a registration effected pursuant to Section 2
      hereof.

     

    “Shelf
      Registration Period” shall have the meaning set forth in
      Section 2(b)(ii) hereof.

     

    “Shelf
      Registration Statement” shall mean a “shelf” registration statement of the
      Issuer Subs pursuant to the provisions of Section 2 hereof which covers
      some or all of the GSMP Securities on an appropriate form under Rule 415
      under the Securities Act, or any similar rule that may be adopted by the
      Commission, amendments and supplements to such registration statement, including
      post-effective amendments, in each case including the Prospectus contained
      therein, all exhibits thereto and all material incorporated by reference
      therein.

     

    
      
        
        

      

      
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    “Trustee”
      shall mean the trustee with respect to the Securities under the
      Indenture.

     

    “Trust
      Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and
      the rules and regulations of the Commission promulgated thereunder.

     

    “Underwriter”
      shall mean any underwriter of GSMP Securities in connection with an offering
      thereof under a Shelf Registration Statement.

     

    2.  Shelf
      Registration.

     

    


           
      (a)              If
      (i) either (x) an Exchange Offer Registration Statement is required to be filed
      pursuant to Section 2(a) of the Initial Purchasers’ Registration Rights
      Agreement or (y) the Senior Toggle Notes held by non-affiliates of the Issuers
      become eligible for resale to the public without registration under the
      Securities Act, and (ii) any GSMP Purchaser so requests with respect to the
      Registrable Securities on any date (such date, a “Request Date”)
      following the earlier to occur of the consummation of the Registered Exchange
      Offer or, if the Exchange Offer Registration Statement is not required to be
      filed pursuant to Section 2(a) of the Initial Purchasers’ Registration Rights
      Agreement, 367 days after the Closing Date, the Issuers shall use their
      commercially reasonable efforts to file a Shelf Registration Statement with
      respect to the offer and sale of the Registrable Securities in accordance with
      subsection (b) below.

    


            (b)               If
      a Shelf Registration Statement with respect to the offer and sale of the
      Registrable Securities is required to be filed and declared effective pursuant
      to this Section 2,

    


    (i) the
      Issuers shall as promptly
      as practicable (but in no event more than 45 days after the Request Date) file
      with the Commission and shall use their commercially reasonable efforts to
      cause
      to be declared effective under the Securities Act within 367 days after the
      Request Date, a Shelf Registration Statement relating to the offer and sale
      of
      the Registrable Securities (which may be an “automatic shelf registration
      statement” as defined in Rule 405 of the Securities Act (an “Automatic Shelf
      Registration Statement”) if the filing satisfies all relevant requirements
      for such an Automatic Shelf Registration Statement), by the Holders thereof
      from
      time to time in accordance with the methods of distribution elected by such
      Holders and set forth in such Shelf Registration Statement; provided,
however, that no Holder (other than a GSMP Purchaser) shall be entitled
      to have the GSMP Securities held by it covered by such Shelf Registration
      Statement unless such Holder agrees in writing to be bound by all of the
      provisions of this Agreement applicable to such Holder.

    


    (ii)                          Subject
      to Section 3(h), the Issuers shall use their commercially reasonable efforts
      to
      keep the Shelf Registration Statement continuously effective, supplemented
      and
      amended as required by the Securities Act, until the earliest of (A) the second
      anniversary of the Request Date; (B) the date upon which all the GSMP Securities
      covered by such Shelf Registration Statement have been sold pursuant to such
      Shelf Registration Statement; or (C) the date upon which all the GSMP Securities
      covered by such Shelf Registration Statement become eligible for resale, without
      regard to volume, manner of sale or other restrictions contained in Rule 144
      (the “Shelf Registration Period”).  The Issuers shall be deemed
      not to have used their commercially reasonable efforts to keep the Shelf
      Registration 

     

    
      
        
        

      

      
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    Statement
      effective during the Shelf Registration Period if they voluntarily take any
      action that would result in Holders of GSMP Securities covered thereby not
      being
      able to offer and sell such GSMP Securities at any time during the Shelf
      Registration Period, unless such action is (x) required by applicable law or
      otherwise undertaken by the Issuers in good faith and for valid business reasons
      (not including avoidance of the Issuers’ obligations hereunder), including the
      acquisition or divestiture of assets or a financing and (y) permitted pursuant
      to Section 3(h)(ii) hereof.

    
       

    

    (iii)  The
      Issuers shall
      cause the Shelf Registration Statement and the related Prospectus and any
      amendment or supplement thereto, as of the effective date of the Shelf
      Registration Statement or such amendment or supplement, (A) to comply in all
      material respects with the applicable requirements of the Securities Act; and
      (B) not to contain any untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein (in the case of the Prospectus, in the light of the
      circumstances under which they were made) not misleading.

    


    3.  Additional
      Registration Procedures.  In connection with any Shelf
      Registration Statement, the following provisions shall apply.

     

    (a)  The
      Issuers shall:

    


    (i)  furnish
      to each of the GSMP Purchasers not less than five Business Days prior to the
      filing thereof with the Commission, a copy of the Shelf Registration Statement,
      and each amendment thereof and each amendment or supplement, if any, to the
      Prospectus included therein and shall use their reasonable best efforts to
      reflect in each such document, when so filed with the Commission, such comments
      as the GSMP Purchasers reasonably propose;

    


    (ii)  include
      the names of the Holders that propose to sell GSMP Securities pursuant to the
      Shelf Registration Statement as selling security holders.

    


    (b)  The
      Issuers shall ensure that:

    


                                               
      (i)  any
      Registration Statement and any amendment thereto and any Prospectus forming
      part
      thereof and any amendment or supplement thereto complies in all material
      respects with the Securities Act; and

     

                                               
      (ii)  any
      Registration Statement and any amendment thereto does not, when it becomes
      effective, contain an untrue statement of a material fact or omit to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, it being understood that, with respect to the
      information about Holders in any Shelf Registration Statement, the Issuers
      will
      be relying solely on responses provided by Holders to a notice and
      questionnaire.

     

    (c)  The
      Issuers shall advise the GSMP Purchasers and, to the extent the Issuers have
      been provided in writing a telephone or facsimile number and address for
      notices, the Holders of Securities covered by any Shelf Registration Statement
      and, if requested by any such Holder, shall confirm such advice in writing
      (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied
      by an instruction to suspend the use of the Prospectus until the Issuers shall
      have remedied the basis for such suspension):

    


    
      
        
        

      

      
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    (i)  when
      a
      Registration Statement and any amendment thereto has been filed with the
      Commission and when the Registration Statement or any post-effective amendment
      thereto has become effective;

     

    (ii)  of
      any
      request by the Commission for any amendment or supplement to the Registration
      Statement or the Prospectus or for additional information;

     

    (iii)  of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      the
      Registration Statement or the institution or threatening of any proceeding
      for
      that purpose;

     

    (iv)  of
      the
      receipt by the Issuers of any notification with respect to the suspension of
      the
      qualification of the securities included therein for sale in any jurisdiction
      or
      the institution or threatening of any proceeding for such purpose;
      and

     

    (v)  unless
      notice has been provided pursuant to Section 3(h)(ii), of the happening of
      any
      event that requires any change in the Registration Statement or the Prospectus
      so that, as of such date, such Registration Statement and Prospectus (A) do
      not
      contain any untrue statement of a material fact and (B) do not omit to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein (in the case of the Prospectus, in the light of the circumstances under
      which they were made) not misleading.

     

    (d)  The
      Issuers shall use their commercially reasonable efforts to obtain as soon as
      possible the withdrawal of any order suspending the effectiveness of any
      Registration Statement or the qualification of the securities therein for sale
      in any jurisdiction.

    


    (e)  The
      Issuers shall furnish, upon written request, to each Holder of GSMP Securities
      covered by the Shelf Registration Statement, without charge, at least one copy
      of such Shelf Registration Statement and any post-effective amendment thereto,
      including all material incorporated therein by reference, and, if the Holder
      so
      requests in writing, all exhibits thereto (including exhibits incorporated
      by
      reference therein).

    


    (f)  The
      Issuers shall, during the Shelf Registration Period, deliver to each Holder
      of
      GSMP Securities covered by the Shelf Registration Statement, without charge,
      as
      many copies of the Prospectus (including the preliminary Prospectus) included
      in
      such Shelf Registration Statement and any amendment or supplement thereto as
      such Holder may reasonably request.  The Issuers consent to the use of
      the Prospectus or any amendment or supplement thereto by each of the selling
      Holders of GSMP Securities in connection with the offering and sale of the
      GSMP
      Securities covered by the Prospectus, or any amendment or supplement thereto,
      included in the Shelf Registration Statement.

    


    (g)  Prior
      to
      any offering of GSMP Securities pursuant to any Registration Statement, the
      Issuers shall arrange, if necessary, for the qualification of the GSMP
      Securities for sale under the laws of such jurisdictions as any Holder shall
      reasonably request and shall maintain such qualification in effect so long
      as
      required; provided that in no event shall the Issuers be obligated to qualify
      to
      do business in any jurisdiction where they are not then so qualified or to
      take
      any action that would subject it to general service of process in any such
      jurisdiction where it is not then so subject or otherwise subject itself to
      taxation in any such jurisdiction.

    


    (h)  The
      Issuers shall cooperate with the Holders of GSMP Securities to facilitate the
      timely preparation and delivery of certificates representing GSMP Securities
      to
      be issued or sold pursuant 

     

    
      
        
        

      

      
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    to
      any
      Registration Statement free of any restrictive legends and in such denominations
      and registered in such names as Holders may request.

    


       
      (i)  Subject
      to clause (ii) below, upon the occurrence of any event contemplated by
      subsections (c)(ii) through (v) above, the Issuers shall promptly (or
      within the time period provided for by clause (ii) hereof, if applicable)
      prepare a post-effective amendment to the Registration Statement or an amendment
      or supplement to the related Prospectus or file any other required document
      so
      that, as thereafter delivered to GSMP Purchasers of the GSMP Securities included
      therein, the Prospectus will not include an untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

    


       
      (ii)  Upon
      the
      occurrence or existence of any pending corporate development or any other
      material event that, in the reasonable judgment of the Issuers, makes it
      appropriate to suspend the availability of the Shelf Registration Statement
      and
      the related Prospectus, the Issuers shall give notice (without notice of the
      nature or details of such events) to the Holders that the availability of the
      Shelf Registration Statement is suspended and, upon actual receipt of any such
      notice, each Holder agrees not to sell any Registrable Securities pursuant
      to
      the Shelf Registration Statement until such Holder’s receipt of copies of the
      supplemented or amended Prospectus provided for in clause (i) hereof, or until
      it is advised in writing by the Issuers that the Prospectus may be used, and
      has
      received copies of any additional or supplemental filings that are incorporated
      or deemed incorporated by reference in such Prospectus.  The period
      during which the availability of the Shelf Registration Statement and any
      Prospectus is suspended shall not exceed 45 days in any three-month period
      or 90
      days in any twelve-month period.

    


    (i)  Not
      later
      than the effective date of the Shelf Registration Statement, the Issuers shall
      provide a CUSIP number for the GSMP Securities registered under such Shelf
      Registration Statement and provide, as may be necessary, the Trustee with
      printed certificates for such GSMP Securities, in a form eligible for deposit
      with The Depository Trust Company.

    


    (j)  The
      Issuers shall comply with all applicable rules and regulations of the Commission
      and shall make generally available to its security holders an earnings statement
      satisfying the provisions of Section 11(a) of the Securities Act and Rule
      158 thereunder as soon as practicable after the effective date of the
      Registration Statement and in any event no later than 45 days after the end
      of a
      12-month period (or 90 days, if such period is a fiscal year) beginning with
      the
      first month of the Issuers’ first fiscal quarter commencing after the effective
      date of the Registration Statement.

    


    (k)  The
      Issuers shall cause the Indenture to be qualified under the Trust Indenture
      Act
      in a timely manner.

    


    (l)  The
      Issuers may require each Holder of securities to be sold pursuant to the Shelf
      Registration Statement to furnish to the Issuers such information regarding
      the
      Holder and the distribution of such securities as the Issuers may from time
      to
      time reasonably require for inclusion in such Shelf Registration
      Statement.  The Issuers may exclude from such Shelf Registration
      Statement the Securities of any Holder that unreasonably fails to furnish such
      information within a reasonable time after receiving such request.

    


    (m)  In
      the
      case of the Shelf Registration Statement, the Issuers shall enter into customary
      agreements (including, if requested, an underwriting agreement in customary
      form) and take all other appropriate actions in order to expedite or facilitate
      the registration or the disposition of the GSMP Securities, and in connection
      therewith, if an underwriting agreement is entered into, cause the 

     

    
      
        
        

      

      
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    same
      to
      contain indemnification provisions and procedures no less favorable than those
      set forth in Section 5 hereof (or such other provisions and procedures
      acceptable to the GSMP Purchasers and the Managing Underwriters, if any, with
      respect to all parties to be indemnified pursuant to Section 5).

    


    (n)  In
      the
      case of any Shelf Registration Statement, the Issuers shall:

    


    (i)  make
      reasonably available for inspection by a representative of the
      Holders of GSMP Securities to be registered thereunder (an “Inspector”),
      any underwriter participating in any disposition pursuant to such Registration
      Statement, one firm of accountants designated by the GSMP Purchasers, if any
      GSMP Purchaser is a Holder of GSMP Securities to be registered or, by the
      Majority Holders of GSMP Securities to be registered thereunder, if no GSMP
      Purchaser is a Holder of the GSMP Securities, and one attorney and one firm
      of
      accountants designated by such underwriter or underwriters, at reasonable times
      and in a reasonable manner, all relevant financial and other records and
      pertinent corporate documents of the Issuers and their
      subsidiaries;

    


    (ii)  cause
      each Issuers’ officers, directors, employees, accountants and auditors to supply
      all relevant information reasonably requested by the Inspector or any such
      underwriter, attorney or accountant in connection with any such Registration
      Statement as is customary for similar due diligence examinations;
provided, however, that any information that is designated in
      writing by the Issuers, in good faith, as confidential at the time of delivery
      of such information shall be kept confidential by such underwriter or
      underwriters or any such attorney or accountant, unless such disclosure is
      made
      in connection with a court proceeding or required by law, or such information
      becomes available to the public generally or through a third party without
      an
      accompanying obligation of confidentiality;

    


    (iii)  make
      such
      representations and warranties to the Holders of GSMP Securities registered
      thereunder and the underwriters, if any, in form, substance and scope as are
      customarily made by issuers to underwriters in primary underwritten offerings
      and covering matters including, but not limited to, those set forth in the
      Purchase Agreement;

    


    (iv)  obtain
      opinions of counsel to the Issuers and updates thereof (which counsel and
      opinions (in form, scope and substance) shall be reasonably satisfactory to
      the
      Managing Underwriters, if any) addressed to each selling Holder and the
      underwriters, if any, covering such matters as are customarily covered in
      opinions requested in underwritten offerings and such other matters as may
      be
      reasonably requested by such Holders and underwriters;

    


    (v)  obtain
      “comfort” letters and updates thereof from the independent certified public
      accountants of the Issuers (and, if necessary, any other independent certified
      public accountants of any subsidiary of the Issuers or of any business acquired
      by the Issuers for which financial statements and financial data are, or are
      required to be, included in the Registration Statement), addressed to each
      selling Holder of GSMP Securities registered thereunder and the underwriters,
      if
      any, in customary form and covering matters of the type customarily covered
      in
“comfort” letters in connection with primary underwritten offerings;
      and

    


    (vi)  deliver
      such documents and certificates as may be reasonably requested by the GSMP
      Purchasers or the Managing Underwriters, if any, including those to evidence
      compliance with Section 3(h) and with any customary conditions contained in
      the
      underwriting agreement or other agreement entered into by the
      Issuers.

    


    The
      actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (n)
      shall be performed at (A) the effectiveness of such Registration Statement
      and
      each post-effective amendment 

     

    
      
        
        

      

      
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    thereto;
      and (B) each closing under any underwriting or similar agreement as and to
      the
      extent required thereunder.

     

    (o)  The
      Issuers shall use their reasonable best efforts if the GSMP Securities have
      been
      rated prior to the initial sale of such GSMP Securities, to confirm such ratings
      will apply to the GSMP Securities covered by a Registration
      Statement.

    


    (p)  In
      the
      event that any broker-dealer shall underwrite any GSMP Securities or participate
      as a member of an underwriting syndicate or selling group or “assist in the
      distribution” (within the meaning of the Conduct Rules) thereof, whether as a
      Holder of such GSMP Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist
      such broker-dealer in complying with the Conduct Rules.

    


    (q)  The
      Issuers shall use their reasonable best efforts to take all other steps
      necessary to effect the registration of the GSMP Securities covered by a
      Registration Statement.

    


    (r)  Upon
      consummation of a sale of the GSMP Securities pursuant to the Shelf Registration
      Statement, the Issuers shall use commercially reasonable efforts, subject to
      such applicable rules and regulations as may be relevant, including those of
      applicable clearing systems, to ensure that the GSMP Securities shall have
      the
      same CUSIP or, are otherwise fungible with, the New Securities.

    


                   
      4.      Registration
      Expenses.  The Issuers shall bear all expenses incurred
      in connection with the performance of their obligations under Sections 2
      and 3 hereof and will reimburse the Holders for the reasonable fees and
      disbursements of one firm or counsel (which shall initially be Fried, Frank,
      Harris, Shriver & Jacobson LLP, but which may be another nationally
      recognized law firm experienced in securities matters designated by the GSMP
      Purchasers) to act as counsel for the Holders in connection
      therewith.  Notwithstanding the foregoing, the Holders shall pay all
      agency fees and commissions and underwriting discounts and commissions and
      the
      fees and disbursements of any counsel or other advisors or experts retained
      by
      such Holders (severally or jointly), other than the one counsel specifically
      referred to above.

     

    5.      Indemnification
      and Contribution.

    


    (a)  The
      Issuers agree, jointly and severally, to indemnify and hold harmless each Holder
      of GSMP Securities, covered by any Registration Statement and each GSMP
      Purchaser the directors, officers, employees, Affiliates and agents of each
      such
      Holder or GSMP Purchaser and each person who controls any such Holder or GSMP
      Purchaser against any and all losses, claims, damages or liabilities, joint
      or
      several, to which they or any of them may become subject under the Securities
      Act, the Exchange Act or other federal or state statutory law or regulation,
      at
      common law or otherwise, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of a material fact contained in a
      Registration Statement as originally filed or in any amendment thereof or in
      any
      preliminary Prospectus or the Prospectus, or in any amendment thereof or
      supplement thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein (in the case of any preliminary
      Prospectus or the Prospectus, in the light of the circumstances under which
      they
      were made) not misleading, and agrees to reimburse each such indemnified party,
      as incurred, for any legal or other expenses reasonably incurred by it in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that no Issuer will be
      liable in any such case to the extent that any such loss, claim, damage or
      liability arises out of or is based upon any such untrue statement or alleged
      untrue statement or omission or alleged omission made therein 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    in
      reliance upon and in conformity with written information furnished to the
      Issuers by or on behalf of any GSMP Purchaser or any Holder specifically for
      inclusion therein.  This indemnity agreement shall be in addition to
      any liability that the Issuers may otherwise have.

    


    Each
      Issuer also jointly and severally agrees to indemnify as provided in this
      Section 5(a) or contribute as provided in Section 5(d) hereof to Losses of
      each
      underwriter, if any, of GSMP Securities registered under the Shelf Registration
      Statement, their directors, officers, employees, Affiliates or agents and each
      person who controls such underwriter on substantially the same basis as that
      of
      the indemnification of the GSMP Purchasers and the selling Holders provided
      in
      this Section 5(a) and shall, if requested by any Holder, enter into an
      underwriting agreement reflecting such agreement, as provided in
      Section 3(m) hereof.

     

    (b)  Each
      Holder of GSMP Securities covered by a Registration Statement (including each
      GSMP Purchaser that is a Holder) severally and not jointly agrees to indemnify
      and hold harmless the Issuers, each of their respective directors, each of
      their
      respective officers who signs such Registration Statement and each person who
      controls the Issuers within the meaning of either the Securities Act or the
      Exchange Act, to the same extent as the foregoing indemnity from the Issuers
      to
      each such Holder, but only with reference to written information relating to
      such Holder furnished to the Issuers by or on behalf of such Holder specifically
      for inclusion in the documents referred to in the foregoing
      indemnity.  This indemnity agreement will be in addition to any
      liability that any such Holder may otherwise have.

    


    (c)  Promptly
      after receipt by an indemnified party under this Section 5 or notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section, notify
      the indemnifying party in writing of the commencement thereof; but the failure
      so to notify the indemnifying party (i) will not relieve it from liability
      under paragraph (a) or (b) above unless and to the extent it did not
      otherwise learn of such action and such failure results in the forfeiture by
      the
      indemnifying party of substantial rights and defenses; and (ii) will not,
      in any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above.  The indemnifying party shall be
      entitled to appoint counsel (including local counsel) of the indemnifying
      party’s choice at the indemnifying party’s expense to represent the indemnified
      party in any action for which indemnification is sought (in which case the
      indemnifying party shall not thereafter be responsible for the fees and expenses
      of any separate counsel, other than local counsel if not appointed by the
      indemnifying party, retained by the indemnified party or parties except as
      set
      forth below); provided, however, that such counsel shall be
      reasonably satisfactory to the indemnified party.  Notwithstanding the
      indemnifying party’s election to appoint counsel (including local counsel) to
      represent the indemnified party in an action, the indemnified party shall have
      the right to employ separate counsel (including local counsel), and the
      indemnifying party shall bear the reasonable fees, costs and expenses of such
      separate counsel if (i) the use of counsel chosen by the indemnifying party
      to represent the indemnified party would present such counsel with a conflict
      of
      interest; (ii) the actual or potential defendants in, or targets of, any
      such action include both the indemnified party and the indemnifying party and
      the indemnified party shall have reasonably concluded that there may be legal
      defenses available to it and/or other indemnified parties that are different
      from or additional to those available to the indemnifying party; (iii) the
      indemnifying party shall not have employed counsel reasonably satisfactory
      to
      the indemnified party to represent the indemnified party within a reasonable
      time after notice of the institution of such action; or (iv) the
      indemnifying party shall authorize the indemnified party to employ separate
      counsel at the expense of the indemnifying party.  An indemnifying
      party will not, without the prior written consent of the indemnified parties
      (such consent not be to unreasonably withheld or delayed), settle or compromise
      or consent to the entry of any judgment with respect to any pending or
      threatened claim, action, suit or proceeding in respect of which indemnification
      or contribution may be sought hereunder (whether or not the 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    indemnified
      parties are actual or potential parties to such claim or action) unless such
      settlement, compromise or consent includes an unconditional release of each
      indemnified party from all liability arising out of such claim, action, suit
      or
      proceeding.

    


    (d)  In
      the
      event that the indemnity provided in paragraph (a) or (b) of this Section
      is unavailable to or insufficient to hold harmless an indemnified party for
      any
      reason, then each applicable indemnifying party shall have a joint and several
      obligation to contribute to the aggregate losses, claims, damages and
      liabilities (including legal or other expenses reasonably incurred in connection
      with investigating or defending any loss, claim, liability, damage or action)
      (collectively “Losses”) to which such indemnified party may be subject in
      such proportion as is appropriate to reflect the relative benefits received
      by
      such indemnifying party, on the one hand, and such indemnified party, on the
      other hand, from the Placement and the Registration Statement which resulted
      in
      such Losses; provided, however, that in no case shall any
      underwriter be responsible for any amount in excess of the underwriting discount
      or commission applicable to the securities purchased by such underwriter under
      the Registration Statement which resulted in such Losses.  If the
      allocation provided by the immediately preceding sentence is unavailable for
      any
      reason, the indemnifying party and the indemnified party shall contribute in
      such proportion as is appropriate to reflect not only such relative benefits
      but
      also the relative fault of such indemnifying party, on the one hand, and such
      indemnified party, on the other hand, in connection with the statements or
      omissions which resulted in such Losses as well as any other relevant equitable
      considerations.  Benefits received by the Issuer shall be deemed to be
      equal to the total net proceeds from the Placement (before deducting expenses)
      as set forth in the Final Memorandum.  Benefits received by any Holder
      shall be deemed to be equal to the value of receiving GSMP Securities registered
      under the Securities Act.  Benefits received by any underwriter shall
      be deemed to be equal to the total underwriting discounts and commissions,
      as
      set forth on the cover page of the Prospectus forming a part of the Registration
      Statement which resulted in such Losses.  Relative fault shall be
      determined by reference to, among other things, whether any untrue or any
      alleged untrue statement of a material fact or omission or alleged omission
      to
      state a material fact relates to information provided by the indemnifying party,
      on the one hand, or by the indemnified party, on the other hand, the intent
      of
      the parties and their relative knowledge, access to information and opportunity
      to correct or prevent such untrue statement or omission.   The
      parties agree that it would not be just and equitable if contribution were
      determined by pro rata allocation (even if the Holders were treated as one
      entity for such purpose) or any other method of allocation which does not take
      account of the equitable considerations referred to
      above.  Notwithstanding the provisions of this paragraph (d), no
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent
      misrepresentation.  For purposes of this Section, each person who
      controls a Holder within the meaning of either the Securities Act or the
      Exchange Act and each director, officer, employee and agent of such Holder
      shall
      have the same rights to contribution as such Holder, and each person who
      controls any Issuer within the meaning of either the Securities Act or the
      Exchange Act, each officer, director, employee and agent of Issuers who shall
      have signed the Registration Statement and each director of the Issuers shall
      have the same rights to contribution as the Issuers, subject in each case to
      the
      applicable terms and conditions of this paragraph (d).

    


    (e)  The
      provisions of this Section will remain in full force and effect, regardless
      of
      any investigation made by or on behalf of any Holder or the Issuers or any
      of
      the indemnified persons referred to in this Section 5, and will survive the
      sale
      by a Holder of securities covered by a Registration Statement.

    


     

    
      
        
        

      

      
        11

        
          

        

      

    

    6.      Underwritten
      Registrations.

     

    (a)  If
      any of
      the GSMP Securities covered by any Shelf Registration Statement are to be sold
      in an underwritten offering, the Managing Underwriters shall be selected by
      the
      GSMP Purchasers, if any GSMP Purchaser is a Holder, or by the Majority Holders,
      if no GSMP Purchaser is a Holder.

    


    (b)  No
      person
      may participate in any underwritten offering pursuant to any Shelf Registration
      Statement, unless such person (i) agrees to sell such person’s GSMP Securities
      on the basis reasonably provided in any underwriting arrangements approved
      by
      the persons entitled hereunder to approve such arrangements; and
      (ii) completes and executes all questionnaires, powers of attorney,
      indemnities, underwriting agreements and other documents reasonably required
      under the terms of such underwriting arrangements.

    


                    7.      Registration
      Defaults.  The Issuers agree to pay, jointly and
      severally, as liquidated damages, additional interest on the Senior Toggle
      Notes
      constituting GSMP Securities (“Additional Interest”) if:

    


    (a)  on
      or
      prior to the 367th day after the Request Date, the Shelf Registration Statement
      has not been declared effective, if applicable; or

     

    (b)  the
      Shelf
      Registration Statement required by this Agreement has been declared effective
      but ceases to be effective at any time at which it is required to be effective
      under this Agreement

     

    (each
      such event referred to in clauses (a) and (b) a “Registration Default”),
      then, except during any suspension of the availability of the Shelf Registration
      and any related Prospectus pursuant to Section 3(h)(ii), Additional Interest
      will accrue on the principal amount of the Senior Toggle Notes (in addition
      to
      the stated interest on the Senior Toggle Notes) at a rate of 0.25 percent per
      annum (which rate will be increased by an additional 0.25 percent per annum
      for
      each subsequent 90-day period during which such Additional Interest continues
      to
      accrue; provided that the rate at which such Additional Interest accrues
      may in no event exceed 0.50 percent per annum) commencing on (x) the 368th
      day
      after the Request Date, in the case of subsection (a) above, or (y) the day
      on
      which such Shelf Registration Statement ceases to be effective, in the case
      of
      subsection (b) above; provided, however, that upon the
      effectiveness of the Shelf Registration Statement (in the case of subsection
      (a)
      above) or upon the effectiveness of the Shelf Registration Statement which
      had
      ceased to remain effective (in the case of subsection (b) above), Additional
      Interest on such GSMP
Securities as a result
      of such subsection shall cease to
      accrue.

     

    Any
      amounts of Additional Interest due will be payable on the same original interest
      payment dates as interest on the Senior Toggle Notes is payable.  Such
      Additional Interest will be payable in the form of additional Senior Toggle
      Notes, as applicable, if the then applicable interest rate thereon exceeds
      10.375% with respect to the Senior Toggle Notes.

     

                   
      8.      No Inconsistent
      Agreements.  Each Issuer has not entered into, and agrees
      not to enter into, any agreement with respect to its securities that is
      inconsistent with the rights granted to the Holders herein or that otherwise
      conflicts with the provisions hereof.

    


                   
      9.      Amendments and
      Waivers.  The provisions of this Agreement may not be
      amended, qualified, modified or supplemented, and waivers or consents to
      departures from the provisions hereof may not be given, unless the Issuers
      have
      obtained the written consent of the Holders of a majority of the aggregate
      principal amount of the Registrable Securities outstanding; provided
      that, with respect to any matter that directly or indirectly affects the rights
      of any GSMP Purchaser hereunder, the Issuers shall obtain the written consent
      of
      each such GSMP Purchaser against which such amendment, qualification,


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    supplement,
      waiver or consent is to be effective; provided, further, that no
      amendment, qualification, supplement, waiver or consent with respect to Section
      7 hereof shall be effective as against any Holder of Registered Securities
      unless consented to in writing by such Holder; and provided,
further, that the provisions of this Section 9 may not be amended,
      qualified, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Issuers have obtained the
      written consent of each GSMP Purchaser and each
      Holder.  Notwithstanding the foregoing (except the foregoing
      provisos), a waiver or consent to departure from the provisions hereof with
      respect to a matter that relates exclusively to the rights of Holders whose
      GSMP
      Securities are being sold pursuant to a Registration Statement and that does
      not
      directly or indirectly affect the rights of other Holders may be given by the
      GSMP Purchasers, determined on the basis of GSMP Securities being sold rather
      than registered under such Registration Statement.

    


                  
      10.     Notices.  All
      notices, requests and other communications provided for or permitted hereunder
      shall be made in writing by hand-delivery, first-class mail, telex, telecopier
      or air courier guaranteeing overnight delivery:

    


    (a)  if
      to a
      Holder, at the most current address given by such Holder in accordance with
      the
      provisions of this Section 10, which address initially is, with respect to
      each
      Holder, the address of such Holder maintained by the Trustee under the
      Indenture;

     

    (b)  if
      to the
      Issuers, initially at its address set forth in the Purchase
      Agreement.

     

    All
      such
      notices and communications shall be deemed to have been duly given when
      received.

     

    The
      GSMP
      Purchasers or the Issuers by notice to the other parties may designate
      additional or different addresses for subsequent notices or
      communications.

     

                   
      11.    Successors.  This
      Agreement shall inure to the benefit of and be binding upon the parties hereto,
      their respective successors and assigns, including, without the need for an
      express assignment or any consent by the Issuers thereto, subsequent Holders
      of
      GSMP Securities and the indemnified persons referred to in Section 5
      hereof.  The Issuers hereby agree to extend the benefits of this
      Agreement to any Holder of GSMP Securities, and any such Holder may specifically
      enforce the provisions of this Agreement as if an original party
      hereto.

    


                   
      12.    Counterparts.  This
      Agreement may be signed in one or more counterparts, each of which shall
      constitute an original and all of which together shall constitute one and the
      same agreement.

    


                   
      13.    Headings.  The
      section headings used herein are for convenience only and shall not affect
      the
      construction hereof.

    


                   
      14.    Applicable
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New York applicable to contracts
      made and to be performed in the State of New York.  The parties hereto
      each hereby waive, to the fullest extent permitted by the applicable law, any
      right to trial by jury in any action, proceeding or counterclaim arising out
      of
      or relating to this Agreement.

    


                   
      15.    Severability.  In
      the event that any one of more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    respect
      and of the remaining provisions hereof shall not be in any way impaired or
      affected thereby, it being intended that all of the rights and privileges of
      the
      parties shall be enforceable to the fullest extent permitted by
      law.

    


                   
      16.    GSMP Securities Held by the Issuers,
      etc.  Whenever the consent or approval of Holders of a
      specified percentage of principal amount of GSMP Securities is required
      hereunder, GSMP Securities held by the Issuers or their Affiliates (other than
      subsequent Holders of GSMP Securities if such subsequent Holders are deemed
      to
      be Affiliates solely by reason of their holdings of such GSMP Securities) shall
      not be counted in determining whether such consent or approval was given by
      the
      Holders of such required percentage.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is in accordance with your understanding of our agreement, please
      sign
      and return to us the enclosed duplicate hereof, whereupon this letter and your
      acceptance shall represent a binding agreement between the Issuers and the
      several Purchasers named herein.

     

                            ALLTEL
      COMMUNICATIONS, INC.

     

     

                                                            By:    
      /s/  Sharilyn
      S. Gasaway

                                                                Name:Sharilyn
      S. Gasaway

                                                                Title:Executive
      Vice President and

                                                                
Chief
      Financial
      Officer

     

                            ALLTEL
      COMMUNICATIONS
      FINANCE, INC.

     

     

                                                            By:   
      /s/  Sharilyn
      S. Gasaway

                                                                Name:Sharilyn
      S. Gasaway

                                                                Title:Executive
      Vice President and

                                                                         Chief
      Financial Officer

     

                            ALLTEL
      CORPORATION

     

     

                                                            By:   
      /s/  Sharilyn
      S. Gasaway

                                                                Name:Sharilyn
      S. Gasaway

                                                                Title:Executive
      Vice President and

                                                                         Chief
      Financial Officer

     

                            EACH
      OF THE
      GUARANTORS LISTED

                    ON
      ANNEX A HERETO

        

     

                                                            By:   
      /s/  Sharilyn
      S. Gasaway

                                                                Name:Sharilyn
      S. Gasaway

                                                                Title:Authorized
      Signatory

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    The
      foregoing Agreement is hereby confirmed and accepted as of the date first above
      written.

    


     

    By:        GSMP
      V ONSHORE US, LTD.

     

    By         
      /s/ Melina
      Higgins                                                  

    Name:
      Melina Higgins

    Title:
      Managing Director

     

    


     

    By:        GSMP
      V OFFSHORE US, LTD.

     

    By         
      /s/ Melina
      Higgins                                                  

                 
      Name: Melina Higgins

    Title:
      Managing Director

     

    


    By:        GSMP
      V INSTITUTIONAL US, LTD.

     

    By         
      /s/ Melina
      Higgins                                                  

    Name:
      Melina Higgins

    Title:
      Managing Director

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ANNEX
      A

    


    


    
      	 	
              Subsidiary
                Guarantors

            
	
              1.

            	
              ACI
                Procurement Company LP

            
	
              2.

            	
              Alltel
                Cellular Associates of Arkansas Limited Partnership

            
	
              3.

            	
              Alltel
                Communications Investments, Inc.

            
	
              4.

            	
              Alltel
                Communications of Michigan RSA #4, Inc.

            
	
              5.

            	
              Alltel
                Communications of Michigan RSA #6 Cellular Limited
                Partnership

            
	
              6.

            	
              Alltel
                Communications of Michigan RSAs, Inc.

            
	
              7.

            	
              Alltel
                Communications of Mississippi RSA #2, Inc.

            
	
              8.

            	
              Alltel
                Communications of Mississippi RSA #6, Inc.

            
	
              9.

            	
              Alltel
                Communications of Mississippi RSA #7, Inc.

            
	
              10.

            	
              Alltel
                Communications of Nebraska, Inc.

            
	
              11.

            	
              Alltel
                Communications of New Mexico, Inc.

            
	
              12.

            	
              Alltel
                Communications of North Arkansas, Inc.

            
	
              13.

            	
              Alltel
                Communications of North Louisiana Cellular Limited
                Partnership

            
	
              14.

            	
              Alltel
                Communications of Ohio No. 2, Inc.

            
	
              15.

            	
              Alltel
                Communications of Ohio No. 3, Inc.

            
	
              16.

            	
              Alltel
                Communications of Petersburg, Inc.

            
	
              17.

            	
              Alltel
                Communications of Pine Bluff, LLC

            
	
              18.

            	
              Alltel
                Communications of Saginaw, Inc.

            
	
              19.

            	
              Alltel
                Communications of South Arkansas, Inc.

            
	
              20.

            	
              Alltel
                Communications of Southern Michigan Cellular Limited
                Partnership

            
	
              21.

            	
              Alltel
                Communications of Southern Michigan, Inc.

            
	
              22.

            	
              Alltel
                Communications of Southwest Arkansas Cellular Limited
                Partnership

            
	
              23.

            	
              Alltel
                Communications of Texarkana, Inc.

            
	
              24.

            	
              Alltel
                Communications of Texas Limited Partnership

            
	
              25.

            	
              Alltel
                Communications of the Southwest Limited Partnership

            
	
              26.

            	
              Alltel
                Communications of Virginia No. 1, Inc.

            
	
              27.

            	
              Alltel
                Communications of Virginia, Inc.

            
	
              28.

            	
              Alltel
                Communications Southwest Holdings, Inc.

            
	
              29.

            	
              Alltel
                Communications Wireless of Louisiana, Inc.

            
	
              30.

            	
              Alltel
                Communications Wireless, Inc.

            


    

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
      	 	
              Subsidiary
                Guarantors

            
	
              31.

            	
              Alltel
                Group

            
	
              32.

            	
              Alltel
                Group LLC

            
	
              33.

            	
              Alltel
                Incentives LLC

            
	
              34.

            	
              Alltel
                International Holding, Inc.

            
	
              35.

            	
              Alltel
                Investments, Inc.

            
	
              36.

            	
              Alltel
                Mobile of Louisiana, LLC

            
	
              37.

            	
              Alltel
                Newco LLC

            
	
              38.

            	
              Alltel
                Ohio Limited Partnership

            
	
              39.

            	
              Alltel
                Properties, LLC

            
	
              40.

            	
              Alltel
                Remote Access, Inc.

            
	
              41.

            	
              Alltel
                Telelink, Inc.

            
	
              42.

            	
              Alltel
                Wireless Holdings of Nebraska, Inc.

            
	
              43.

            	
              Alltel
                Wireless Holdings, L.L.C.

            
	
              44.

            	
              Alltel
                Wireless of Alexandria, LLC

            
	
              45.

            	
              Alltel
                Wireless of LaCrosse, LLC

            
	
              46.

            	
              Alltel
                Wireless of Michigan RSA #1 and RSA #2, Inc.

            
	
              47.

            	
              Alltel
                Wireless of Mississippi RSA #5, LLC

            
	
              48.

            	
              Alltel
                Wireless of North Louisiana, LLC

            
	
              49.

            	
              Alltel
                Wireless of Shreveport, LLC

            
	
              50.

            	
              Alltel
                Wireless of Texarkana, LLC

            
	
              51.

            	
              Alltel
                Wireless of Wisconsin Appleton-Oshkosh- Neenah MSA, LLC

            
	
              52.

            	
              Alltel
                Wireless of Wisconsin RSA #1, LLC

            
	
              53.

            	
              Alltel
                Wireless of Wisconsin RSA #10, LLC

            
	
              54.

            	
              Alltel
                Wireless of Wisconsin RSA #2, LLC

            
	
              55.

            	
              Alltel
                Wireless of Wisconsin RSA #3, LLC

            
	
              56.

            	
              Alltel
                Wireless of Wisconsin RSA #6, LLC

            
	
              57.

            	
              Alltel
                Wireless of Wisconsin RSA #8, LLC

            
	
              58.

            	
              Appleton-Oshkosh-Neenah
                MSA Limited Partnership

            
	
              59.

            	
              Cellular
                of Southern Illinois, Inc.

            
	
              60.

            	
              Celutel,
                Inc.

            
	
              61.

            	
              Central
                Florida Cellular Telephone Company, Inc.

            
	
              62.

            	
              Control
                Communications Industries, Inc.

            


    

    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      	 	
               SubsidiaryGuarantors

            
	
              63.

            	
              CP
                National Corporation

            
	
              64.

            	
              Dynalex,
                Inc.

            
	
              65.

            	
              Eau
                Claire Cellular Telephone Limited Partnership

            
	
              66.

            	
              Eau
                Claire Cellular, Inc.

            
	
              67.

            	
              First
                Wireless, LLC

            
	
              68.

            	
              Great
                Western Cellular Holdings, LLC

            
	
              69.

            	
              ID
                Holding, LLC

            
	
              70.

            	
              KIN
                Network, Inc.

            
	
              71.

            	
              Midwest
                Wireless Communications L.L.C.

            
	
              72.

            	
              Midwest
                Wireless Holdings L.L.C.

            
	
              73.

            	
              Midwest
                Wireless Iowa L.L.C.

            
	
              74.

            	
              Midwest
                Wireless Wisconsin L.L.C.

            
	
              75.

            	
              Minford
                Cellular Telephone Company

            
	
              76.

            	
              MVI
                Corp.

            
	
              77.

            	
              N12AR,
                LLC

            
	
              78.

            	
              North-West
                Cellular of Eau Claire, Inc.

            
	
              79.

            	
              Ocean
                Technology, Inc.

            
	
              80.

            	
              Ocean
                Technology International, Inc.

            
	
              81.

            	
              Pacific
                Telecom Cellular of Washington, Inc.

            
	
              82.

            	
              Pacific
                Telecom Cellular, Inc.

            
	
              83.

            	
              Pascagoula
                Cellular Services, Inc.

            
	
              84.

            	
              Radiofone,
                Inc.

            
	
              85.

            	
              RCTC
                Wholesale Corporation

            
	
              86.

            	
              Saginaw
                Bay Cellular Company

            
	
              87.

            	
              Six
                Zulu Echo, LLC

            
	
              88.

            	
              Southern
                Illinois Cellular Corp.

            
	
              89.

            	
              Southern
                Illinois RSA Partnership

            
	
              90.

            	
              Switch
                2000 L.L.C.

            
	
              91.

            	
              Telecor
                Cellular, Inc.

            
	
              92.

            	
              Tucson
                21 Cellular Limited Partnership

            
	
              93.

            	
              UC/PTC
                of Wisconsin, LLC

            
	
              94.

            	
              Universal
                Cellular, Inc.

            


    

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
      	 	
               Subsidiary
                Guarantors

            
	
              95.

            	
              Virginia
                Cellular LLC

            
	
              96.

            	
              Western
                CLEC Corporation

            
	
              97.

            	
              Western
                COG Corporation

            
	
              98.

            	
              Western
                Wireless International Austria Corporation

            
	
              99.

            	
              Western
                Wireless International Bolivia III Corporation

            
	
              100.

            	
              Western
                Wireless International Corporation

            
	
              101.

            	
              Western
                Wireless International Georgia Corporation

            
	
              102.

            	
              Western
                Wireless International Ghana Corporation

            
	
              103.

            	
              Western
                Wireless International Haiti Corporation

            
	
              104.

            	
              Western
                Wireless International Holding Corporation

            
	
              105.

            	
              Western
                Wireless International Ivory Coast Corporation

            
	
              106.

            	
              Western
                Wireless International Ivory Coast II Corporation

            
	
              107.

            	
              Western
                Wireless International Kosovo Corporation

            
	
              108.

            	
              Western
                Wireless International SakSat Corporation

            
	
              109.

            	
              Western
                Wireless International Slovenia Corporation

            
	
              110.

            	
              Western
                Wireless International Slovenia II Corporation

            
	
              111.

            	
              Western
                Wireless LLC

            
	
              112.

            	
              WWC
                CLEC Holding Corporation

            
	
              113.

            	
              WWC
                Holding Co., Inc.

            
	
              114.

            	
              WWC
                License Holding LLC

            
	
              115.

            	
              WWC
                License LLC

            
	
              116.

            	
              WWC
                Systems Purchasing Corporation

            
	
              117.

            	
              WWC
                Texas RSA Holding Corporation

            
	
              118.

            	
              WWC
                Texas RSA Limited Partnership

            


    

    


     

    


     

    


    


    A-4