FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.4
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of August 1, 2005
among Western Wireless LLC (“Purchaser”), a Washington limited liability company and a wholly-owned
subsidiary of Alltel Corporation, a Delaware corporation (“Alltel”) and The Bank of New York, a New
York banking corporation, as trustee (the “Trustee”).
WHEREAS, Western Wireless Corporation, a Washington corporation (“Western Wireless”), executed
and delivered to the Trustee an Indenture (the “Indenture”), dated as of July 16, 2003, providing
for the issuance of the 9.250% Senior Notes due 2013 (the “Securities”);
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of January 9, 2005, among
Western Wireless, Purchaser and Alltel (the “Merger Agreement”) Western Wireless was merged (the
“Merger”) into Purchaser, with Purchaser surviving the Merger;
WHEREAS, the Merger complies with the provisions of Section 801 of the Indenture;
WHEREAS, Purchaser and Alltel propose in and by this First Supplemental Indenture to
supplement and amend the Indenture in certain respects as it applies to the Securities issued
thereunder;
WHEREAS, Section 901(1) of the Indenture permits Purchaser and the Trustee to amend the
Indenture without prior notice to or consent of any holder of Securities for the purposes of
evidencing the succession of another person to Western Wireless and the assumption by such
successor of the covenants of Western Wireless therein and in the Securities;
WHEREAS, Purchaser has requested that the Trustee execute and deliver this First Supplemental
Indenture and all requirements necessary to make the assumption provided for herein the valid
obligations of Purchaser and the execution and delivery of this First Supplemental Indenture has
been duly authorized in all respects.
NOW THEREFORE, Purchaser and the Trustee hereby agree that the following Sections of this
First Supplemental Indenture supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms used herein and not defined herein have the
meanings ascribed to such terms in the Indenture.
SECTION 2. The Assumption. Purchaser, as the surviving entity in the Merger,
expressly assumes the due and punctual payment of the principal of (and premium, if any) and
interest (including any Special Interest) on the Securities and the performance of every covenant
of the Indenture on the part of Western Wireless to be performed or observed.
SECTION 3. Concerning the Trustee. The Trustee accepts the provisions of this First
Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture as
amended by this First Supplemental Indenture. The recitals and statements herein are deemed to
be those of the Purchaser and not of the Trustee. The Trustee makes no representations as to
the validity or sufficiency of this First Supplemental Indenture.
SECTION 4. Indenture Confirmed. This First Supplemental Indenture shall be construed
as supplemental to the Indenture and shall form a part of it, and the Indenture is hereby
incorporated by reference herein, and each is hereby ratified, approved and confirmed.
SECTION 5. Governing Law. This First Supplemental Indenture shall be governed and
construed in accordance with the laws of the State of New York without reference to principles of
conflicts of laws.
SECTION 6. Counterparts. This First Supplemental Indenture may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute but one instrument.
SECTION 7. Headings. The headings of this First Supplemental Indenture are for
reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 8. Separability. In case any one or more of the provisions contained in this
First Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture, but this First Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.
SECTION 9. Benefits of First Supplemental Indenture. Nothing in this First
Supplemental Indenture, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder, and the Holders, any benefit of any legal or equitable right,
remedy or claim under this First Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective authorized officers as of the date first written above.
| WESTERN WIRELESS LLC | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President and Secretary | |||
| THE BANK OF NEW YORK, AS TRUSTEE | ||||
| By: | /s/ Van X. Xxxxx | |||
| Name: | Van X. Xxxxx | |||
| Title: | Vice President | |||
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