Contract
Exhibit (4)(c)(4)
SUPPLEMENT
NO. 1 dated as of December 14, 2007, to the Senior Interim Loan Guarantee dated
as of November 16, 2007 (the “Guarantee”), among ALLTEL
CORPORATION, a Delaware corporation (“Parent”), ALLTEL
COMMUNICATIONS, INC., a Delaware corporation (“ACI”), and ALLTEL
COMMUNICATIONS FINANCE, INC., a Delaware corporation (“ACFI” and, together with
ACI,
the “Borrowers”),
certain subsidiaries of Parent from time to time party hereto (collectively,
“Subsidiaries” and,
individually, “Subsidiary”), and CITIBANK,
N.A., as Administrative Agent (as defined below).
A.
Reference is made to the Senior Interim Loan Credit Agreement dated as of
November 16, 2007 (as amended, supplemented or otherwise modified from time
to
time, the “Credit
Agreement”), among the Borrowers, Parent, Citibank, N.A., as
Administrative Agent, and each lender from time to time party thereto
(collectively, the “Lenders” and individually,
a
“Lender”).
B.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
C.
The Guarantors have entered into the Guarantee in order to induce the Lenders
to
make Loans. Section 4.14 of the Guarantee provides that additional Material
Domestic Subsidiaries of the Borrower may become Guarantors under the Guarantee
by execution and delivery of an instrument in the form of this Supplement.
The
undersigned Material Domestic Subsidiary (the “New Subsidiary”) is executing
this Supplement in accordance with the requirements of the Credit Agreement
to
become a Guarantor under the Guarantee as consideration for Loans previously
made.
Accordingly,
the Administrative Agent and the New Subsidiary agree as follows:
SECTION
1. In accordance with Section 4.14 of the Guarantee, the New
Subsidiary by its signature below becomes a Guarantor under the Guarantee with
the same force and effect as if originally named therein as a Guarantor and
the
New Subsidiary hereby (a) agrees to all the terms and provisions of the
Guarantee applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary, as security for the payment
and performance in full of the Obligations does hereby, for the benefit of
the
Lenders, their successors and assigns, irrevocably, absolutely and
unconditionally Guarantee, jointly with the other Guarantors and severally,
the
due and punctual payment and performance of the Obligations. Each
reference to a “Guarantor” in the Guarantee
shall be deemed to include the New Subsidiary and each reference in the Credit
Agreement and any other Loan Document to a “Guarantor”, “Subsidiary Guarantor”
or a “Loan Party” shall also be deemed to include the New
Subsidiary. The Guarantee is hereby incorporated herein by
reference.
SECTION
2. The New Subsidiary represents and warrants to the Administrative
Agent and the Lenders that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by Bankruptcy Law and by general principles of
equity.
SECTION
3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when the
Administrative Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary, and the Administrative Agent has
executed a counterpart hereof. Delivery of an executed signature page
to this Supplement by facsimile transmission or other electronic communication
shall be as effective as delivery of a manually signed counterpart of this
Supplement.
SECTION
4. Except as expressly supplemented hereby, the Guarantee shall
remain in full force and effect.
SECTION
5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION
6. If any provision contained in this Supplement is held to be
invalid, illegal or unenforceable, the legality, validity, and enforceability
of
the remaining provisions contained herein and in the Guarantee shall not be
affected or impaired thereby. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by
applicable law the parties hereto shall endeavor in good-faith negotiations
to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION
7. All communications and notices hereunder shall be in writing and
given as provided in Section 4.04 of the Guarantee.
SECTION
8. The New Subsidiary agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with the execution
and
delivery of this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.
[SIGNATURE
ON THE FOLLOWING PAGE]
2
IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly
executed this Supplement to the Guarantee as of the day and year first above
written.
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ALLTEL
NEW LICENSE SUB, LLC,
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By: /s/
Xxxxx X.
Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Authorized Signatory
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Jurisdiction
of Formation: Delaware
Organizational
Identification Number: 4464012
Address
Of Chief Executive Office: One Allied
Place
Little Rock, AR 72002
CITIBANK, N.A., as Administrative Agent
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By: /s/
Xxxx X. Xxx
Xxxxxx
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Name: Xxxx X. Xxx Xxxxxx
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Title:
Vice President
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