ALLTEL CORPORATION
to
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION,
AS TRUSTEE
NINTH SUPPLEMENTAL INDENTURE
Dated as of _____________________, 1998
Providing for Issuance of
$____________________ Principal Amount of
____% Debentures due ____________________, 20____
THIS NINTH SUPPLEMENTAL INDENTURE (the "Ninth Supplemental
Indenture"), dated as of ____________________, 1998, made and entered into by
and between ALLTEL CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware, with its principal offices located at Xxx
Xxxxxx Xxxxx, Xxxxxx Xxxx, Arkansas (hereinafter referred to as the "Company"),
and CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, successor to Mellon
Bank, F.S.B., successor to Key Bank National Association, successor to Society
National Bank, as trustee (hereinafter referred to as the "Trustee").
WHEREAS, the Company has duly executed and delivered to the Trustee an
Indenture dated as of January 1, 1987 (hereinafter referred to as the "Original
Indenture"), as supplemented by a First Supplemental Indenture dated as of
March 1, 1987, a Second Supplemental Indenture dated as of April 1, 1989, a
Third Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental
Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture dated as of
October 1, 1993, a Sixth Supplemental Indenture dated as of April 1, 1994, a
Seventh Supplemental Indenture dated as of September 1, 1995 and an Eighth
Supplemental Indenture dated as of March 1, 1996 (the Original Indenture and all
supplemental indentures thereto being hereinafter collectively, referred to as
the "Indenture"), providing for the periodic issuance of debt securities in
series; and
WHEREAS, Section 2.02(a) of the Original Indenture provides for the
issuance of any Series (as defined in the Original Indenture) of Securities (as
defined in the Original Indenture) pursuant to a Board Resolution (as defined in
the Original Indenture) or by the execution and delivery to the Trustee of an
indenture supplemental to the Indenture authorized and approved by the Board of
Directors of the Company; and
WHEREAS, Section 2.01 of the Original Indenture provides that all
Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture; and
WHEREAS, the Company desires in and by this Ninth Supplemental
Indenture to provide for the creation and issuance of $__________________
principal amount of ___% Debentures due _____________________, 20___,
(hereinafter referred to as the "Debentures") in accordance with and under the
terms and provisions of the Indenture; and
WHEREAS, the Board of Directors of the Company has duly authorized the
execution and delivery of this Ninth Supplemental Indenture providing for the
issuance of the Debentures as herein provided; and
WHEREAS, all things necessary to make this Ninth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;
NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of Debentures:
ARTICLE ONE
Issuance of Debentures
----------------------
Section 1.01. The Debentures hereby authorized to be issued under this
Ninth Supplemental Indenture and the Indenture shall be designated "____%
Debentures due _______________________, 20____." No more than
$________________________ of the Debentures shall be issued and authenticated
hereunder (except for Debentures issued and authenticated pursuant to Sections
2.08, 2.09, 2.12, 3.06 or 9.05 of the Original Indenture). The Debentures shall
be issuable in authorized denominations of $1,000 and integral multiples thereof
and registered as to principal and interest. The Debentures shall be dated the
date of their authentication and shall bear interest at the rate of
________________ percent (___%) per annum, payable semi-annually, based on a
360-day year comprised of twelve 30-day months. The Company shall pay interest
in such coin or currency of the United States of America as is, as of the time
of payment, legal tender for the payment of public and private debts, and pay to
the Holders of the Debentures interest on said principal sum at the rate per
annum specified in the title of the Debentures, in like coin or currency, from
the March 15 or September 15 next preceding the date of authentication to which
interest has been paid (unless the date of authentication thereof is a March 15
or September 15 to which Interest has been paid, in which case from the date of
authentication; or unless the date of authentication thereof is on or prior to
September 15, 1998, in which case from ____________________, 1998; or unless the
date of authentication thereof is between the close of business on March 1 or
September 1, as the case may be, and the following March 15 or September 15,
respectfully, in which case from such March 15 or September 15; provided,
however, that if the Company shall default in payment of the interest due on
such March 15 or September 15, then from the next preceding March 15 or
September 15, to which interest has been paid or, if no interest has been paid
on the Debentures, from __________________, 1998) semi-annually on March 15 or
September 15 in each year, until payment of said principal sum has been made.
The interest so payable on any March 15 or September 15 will, subject to certain
exceptions hereinafter referred to, be paid to the Holders of the Debentures as
of the close of business on the March 1 or September 1, as the case may be, next
preceding such March 15 or September 15 whether or not such March 1 or
September 1 is a business day. If and to the extent the Company shall default
in the payment of the interest on a March 15 or September 15, such defaulted
interest shall be paid to the Holders of the Debentures as of a subsequent
record date established by notice given by mail by or on behalf of the Company
to the Holders of the Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.
Transfers of Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee or its affiliate in New
York, New York, or at such other location or locations as may be provided for
pursuant to the Indenture. The Debentures will be issued in fully registered
form without coupons in denominations of $1,000 and integral multiples thereof.
Section 1.02. The fully registered Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be in substantially
the following form:
Form of Fully Registered _____% Debentures
------------------------------------------
due ____________, 20___
-----------------------
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
NO. $
---------------- -----------
ALLTEL Corporation
_____% Debenture due _______________, 20___
ALLTEL Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to, or registered assigns, the principal sum
of DOLLARS on __________________, 20___, at the office or agency of the Company
in the Borough of Manhattan, City of New York, State of New York, or at such
other location or locations as may be provided for pursuant to the Indenture, in
such coin or currency of the United States of America which as of the time of
payment is legal tender for the payment of public and private debts, and to pay
to the registered holder hereof, as hereinafter provided, interest on said
principal sum at the rate per annum specified in the title of this Debenture, in
like coin or currency, from the March 15 or September 15, next preceding the
date of authentication hereof to which interest has been paid (unless the date
of authentication is a March 15 or September 15 to which interest has been paid,
in which case from the date of authentication; or unless the date of
authentication hereof is on or prior to September 15, 1998 in which case from
____________________, 1998; or unless the date of authentication hereof is
between the close of business on March 1 or September 1, as the case may be, and
the following March 15 or September 15, respectively, in which case from such
March 15 or September 15; provided, however, that if the Company shall default
in payment of the interest due on such March 15 or September 15, then from the
next preceding March 15 or September 15, to which interest has been paid or, if
no interest has been paid on the Debentures, from _________________, 1998)
semi-annually on March 15 or September 15 in each year, until payment of said
principal sum has been made. The interest so payable on any March 15 or
September 15 will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the March 1 or September 1, as the case may be, next preceding such
March 15 or September 15 whether or not such March 1 or September 1 is a
business day. If and to the extent the Company shall default in the payment of
the interest on a March 15 or September 15, such defaulted interest shall be
paid to the persons in whose names the Debentures are registered on a subsequent
record date established by notice given by mail by or on behalf of the Company
to the holders of Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.
This ____% Debenture due _____________________, 20____ is one of a duly
authorized issue of debentures (hereinafter called the "Debentures") of the
series hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture
dated as of October 1, 1993, a Sixth Supplemental Indenture dated as of April 1,
1994, a Seventh Supplemental Indenture dated as of September 1, 1995, an Eighth
Supplemental Indenture dated as of March 1, 1996 and a Ninth Supplemental
Indenture dated as of _______________________, 1998 (said Indenture, as
supplemented herein, referred to as the "Indenture"), duly executed and
delivered between the Company and Chase Manhattan Trust Company, National
Association, successor to Mellon Bank, F.S.B., successor to Key Bank, National
Association, as successor to Society National Bank, as Trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures supplemental
thereto, reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may as between different series and within a given
series mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the _____%
Debentures due ___________________, 20____ of the Company issued in the
aggregate principal amount of $______________________.
In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture. The Indenture provides
that in certain events such declaration and its consequences may be rescinded
and annulled by the holders of a majority in aggregate principal amount of the
Debentures. It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Debentures at the time may waive, on behalf
of the holders of all of the Debentures, any existing default with respect to
the Debentures and its consequences, except a default in the payment of the
principal of or interest on any of the Securities.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.
Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At the
office or agency to be maintained by the Company in the Borough of Manhattan,
City of New York, State of New York, or at such other location or locations as
may be provided for pursuant to the Indenture, and in the manner and subject to
the limitations provided in the Indenture, Debentures may be exchanged for a
like aggregate principal amount of Debentures of other authorized denominations,
without payments of any charge other than a sum sufficient to reimburse the
Company for any tax or other governmental charge incident thereto.
The Debentures will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such Debentures and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus in each case accrued interest thereon to the date of redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Debentures to be redeemed.
No Sinking Fund is provided for the Debentures.
The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto. Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Debenture registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on a or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part or the consideration for
the issue hereof, expressly waived and released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
As provided in the Indenture, this Debenture shall for all purposes be
governed by and construed in accordance with the laws of the State of Ohio.
The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.
IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.
Dated: _____________________, 1998
ALLTEL CORPORATION
By: /s/ Xxx X. Xxxx
------------------------------------
Xxx X. Xxxx
Chairman and Chief Executive Officer
[Corporate Seal]
Attest:
------------------------------
Xxxxxxx X. Xxxxxx
Secretary
Form of Certificate of Authentication
-------------------------------------
This is one of the Securities referred to in the within-mentioned Indenture.
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By: ---------------------------
Authorized Officer
Section 1.03. Xxxxxxxxx upon (i) the execution and delivery of this
Ninth Supplemental Indenture the Trustee, (ii) upon the execution and delivery
to it of $______________________ principal amount of the Debentures and (iii)
upon delivery to the Trustee of the items required by Sections 2.02 and 2.03 of
the Original Indenture including, without limitation, the written Company Order
signed by any two of the Chairman of the Board of Directors, any Vice Chairman
of the Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary, and the Controller
of the Company, and without any further authorization or action by the Company,
shall authenticate and deliver the Debentures.
ARTICLE TWO
Registered Global Securities
----------------------------
Section 2.01. Definitions:
-----------
"Depositary" means, with respect to the Securities of any Series
issuable or issued in the form of one or more Registered Global Securities, the
person designated as Depositary by the Company pursuant to Section 2.02 of this
Ninth Supplemental Indenture until a successor Depositary shall have become such
pursuant to the applicable provisions of this Ninth Supplemental Indenture, and
thereafter "Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such person,
"Depositary" as used with respect to the Securities of any such Series shall
mean the Depositary with respect to the Registered Global Securities of that
Series.
"Registered Global Security" means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such Series
in accordance with Section 2.02 of this Ninth Supplemental Indenture, and
bearing the legend prescribed in Section 2.02 of this Ninth Supplemental
Indenture.
Section 2.02. If the Company shall establish pursuant to Section 2.03
of this Ninth Supplemental Indenture that the Securities of a Series or a
portion thereof are to be issued in the form of one or more Registered Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such Series issued in such form and not yet canceled,
(ii) shall be registered in the name of the Depositary for such Registered
Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."
Each Depositary designated pursuant to Section 2.03 of this Ninth
Supplemental Indenture must, at the time of its designation and at all time
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.
Section 2.03. (a) At or prior to the issuance of the Debentures
authorized to be issued under this Ninth Supplemental Indenture, or at or prior
to the issuance of any other Series of Securities under the Indenture or this
Ninth Supplemental Indenture, the following terms with respect to Registered
Global Securities may be established at the Company's discretion, in addition to
any and all terms established in accordance with Section 2.02 of the Original
Indenture, pursuant to a Board Resolution or by an indenture supplemental
hereto:
(1) whether the Securities of the Series or any portion thereof
will be issuable as Registered Global Securities;
(2) if the Securities of the Series are issuable in whole or in part
as one or more Registered Global Securities, the identity of the Depositary for
such Registered Global Security or Securities.
(b) If any of the foregoing terms are established pursuant to a Board
Resolution, the Company shall comply with the procedures and requirements set
forth in Section 2.02(b) of the Original Indenture.
Section 2.04. Notwithstanding any provisions of Section 2.08 of the
Original Indenture, unless and until it is exchanged in whole or in part for
Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depositary for such Series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Series or a nominee of such successor Depositary.
If at any time the Depositary for any Registered Global Securities of
any Series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under Section 2.02 of this Ninth Supplemental Indenture, the Company shall
appoint a successor Depositary eligible under Section 2.02 of this Ninth
Supplemental Indenture with respect to such Registered Global Securities. If a
successor Depositary eligible under Section 2.02 of this Ninth Supplemental
Indenture for such Registered Global Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the
Company's order for the authentication and delivery of definitive Registered
Securities of such Series, will authenticate and deliver, Registered Securities
of such Series and tenor, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of such Registered Global
Securities, in exchange for such Registered Global Securities.
The Company may at any time and in its sole discretion determine that
any Registered Global Securities of any Series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company's order for the authentication and delivery of definitive
Securities of such Series, will authenticate and deliver, Securities of such
Series and tenor in definitive registered from without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of such Registered Global Securities, in exchange for such
Registered Global Securities.
Any time the Registered Securities of any Series are not in the form
of Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 2.02 of this Ninth
Supplemental Indenture and the Trustee agrees to hold such Registered Securities
in safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.
If established by the Company pursuant to Section 2.03 of this Ninth
Supplemental Indenture with respect to any Registered Global Security, the
Depositary for such Registered Global Security may surrender such Registered
Global Security in exchange in whole or in part for Registered Securities of the
same Series and tenor in definitive registered from on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,
(i) to the person specified by such Depositary new Registered
Securities of the same Series and tenor, of any authorized
denominations as requested by such person, in an aggregate principal
amount equal to and in exchange for such person's beneficial interest
in the Registered Global Security; and
(ii) to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal
amount of the surrendered Registered Global Security and the aggregate
principal amount of Registered Securities authenticated and delivered
pursuant to clause (i) above. Registered Securities issued in exchange
for a Registered Global Security pursuant to this Section 2.04 shall be
registered in such names and in such authorized denominations as the Depositary
for such Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Company or the Trustee. The Trustee or such agent shall deliver such
Securities to or as directed by the persons in whose names such Securities are
so registered.
ARTICLE THREE
Redemption of the Debentures
----------------------------
Section 3.01. The Debentures will be redeemable as a whole or in part, at
the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Debentures and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 10 basis points, plus in each case accrued interest thereon to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Trustee after consultation with
the Company.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business days, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Treasury
Reference Dealer at 5:00 p.m. on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of NationsBanc Xxxxxxxxxx
Securities LLC, Xxxxxxx Xxxxx Xxxxxx Inc., CS First Boston Corporation, Xxxxxx
Brothers Inc. and Xxxxxx Xxxxxxx & Co. Incorporated and their respective
successors; provided, however, that if any of the foregoing shall cease to be
a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption and the Debentures or portions thereof
called for redemption will cease to be outstanding and will only represent the
right to receive the redemption price plus accrued interest to the date of
redemption with respect to such Debentures.
ARTICLE FOUR
No Sinking Fund for the Debentures
----------------------------------
Section 4.01. No sinking fund is provided for the Debentures.
ARTICLE FIVE
Amendment
---------
Section 5.01. Without the consent of each Holder of Debentures
affected, no amendment to or waiver of a right under, the Indenture or this
Ninth Supplemental Indenture shall change or alter the right of the Holders of
Debentures set forth in Section 9.02(a) of the Original Indenture.
ARTICLE SIX
Miscellaneous Provisions
------------------------
Section 6.01. Except insofar as herein otherwise expressly provided,
all of the provisions, terms and conditions of the Indenture shall be deemed to
be incorporated in, and made a part of, this Ninth Supplemental Indenture; the
Indenture as supplemented by this Ninth Supplemental Indenture is in all
respects ratified and confirmed; and the Indenture and this Ninth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Certain terms used herein are defined in the Indenture.
Section 6.02. Nothing in this Ninth Supplemental Indenture is
intended, or shall be construed, to give to any person or corporation, other
than the parties hereto and the Holders of the Debentures issued under and
secured by the Indenture and this Ninth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Ninth Supplemental
Indenture, or under any covenant, condition or provision herein contained, all
the covenants, conditions and provisions of this Ninth Supplemental Indenture
being intended to be, and being, for the sole and exclusive benefit of the
parties hereto and of the Holders of the Debentures issued and to be issued
under the Indenture and this Ninth Supplemental Indenture, and secured thereby.
All covenants, promises and agreements in this Ninth Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.
Section 6.03. This Ninth Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one instrument.
Section 6.04. This Ninth Supplemental Indenture, the Indenture and
the Debentures issued thereunder shall each be deemed to be a contract made
under the laws of the State of Ohio, and shall be construed for all purpose in
accordance with the laws of said State.
Section 6.05. If any provision of this Ninth Supplemental Indenture
limits, qualifies or conflicts with a provision which is required to be included
in this Ninth Supplemental Indenture by the Trust Indenture Act of 1939, the
required provision shall control.
Section 6.06. The Debentures constitute senior indebtedness of the
Company superior in right of payment to the Company's subordinated indebtedness.
IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Ninth
Supplemental Indenture to be executed in its corporate name by its Chairman and
Chief Executive Officer and its corporate seal to be hereunder affixed and to be
attested by its Secretary, and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, has caused this Ninth Supplemental Indenture to be executed in its
name by a Vice President and its seal to be hereunto affixed and to be attested
by an Assistant Secretary, all as of the day and year first above written.
ALLTEL CORPORATION
By: /s/ Xxx X. Xxxx
-----------------------
Name: Xxx X. Xxxx
Title: Chairman and Chief
Executive Officer
[Seal]
Attest:
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
By:
----------------------------
Name:
Title: Vice President
[Seal]
Attest:
By:
--------------------------------
Name:
Title: Assistant Secretary
STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Xxx X. Xxxx, to me known and known to me to be the Chairman and
Chief Executive Officer of ALLTEL CORPORATION, the Corporation that executed the
foregoing instrument, who acknowledged that he did sign and xxxx said instrument
as such officer for and on behalf of said corporation, and that the same is his
free act and deed as such officer, and the free corporate act and deed of said
XXXXXX CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of _______________, 1998.
------------------------------
Notary Public
[Notarial Seal]
STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, Xxxxxxx X. Xxxxxx, to me known and known to me to be the
Secretary of ALLTEL CORPORATION, the corporation that executed the foregoing
instrument, who acknowledged that he did sign and seal said instrument as such
officer for and on behalf of said corporation, and that the same is his free act
and deed as such officer, and the free corporate act and deed of said ALLTEL
CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of __________________, 1998.
-----------------------------
Notary Public
[Notarial Seal]
STATE OF )
) SS:
COUNTY OF )
Personally appeared before me the undersigned, a Notary Public in and
for said County, _____________________________, Vice President and
_______________________, Assistant Secretary, to me known and known to me to be
Vice President and Assistant Secretary, respectfully, of CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION, a ________________________________________, that
executed the foregoing instrument, who severally acknowledged that they did sign
and xxxx said instrument as such officers for and on behalf of said association,
and that the same is their free act and deed as such officers, and the free
corporate act and deed of said CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of __________________, 1998.
----------------------
Notary Public
[Notarial Seal]
