0000065873-02-000070 Sample Contracts

CONFORMED * 364-DAY REVOLVING CREDIT AGREEMENT Dated as of July 31, 2002 among
364-Day Revolving Credit Agreement • August 12th, 2002 • Alltel Corp • Telephone communications (no radiotelephone) • New York

THIS 364-DAY REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of July 31, 2002, among ALLTEL CORPORATION, a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as the Administrative Agent, and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as the Syndication Agent.

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