Exhibit 4(a)(ix)
ALLTEL CORPORATION
to
SOCIETY NATIONAL BANK,
AS TRUSTEE
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of March _____, 1996
Providing for Issuance of
$300,000,000 Principal Amount of
_____% Debentures due March 15, 2016
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THIS EIGHTH SUPPLEMENTAL INDENTURE (the "Eighth Supplemental
Indenture"), dated as of March 1, 1996, 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 One Allied
Drive, Little Rock, Arkansas (hereinafter referred to as the "Company"), and
SOCIETY NATIONAL BANK, a national banking association, as successor by merger
to AMERITRUST COMPANY NATIONAL ASSOCIATION, 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, and a Seventh Supplemental Indenture dated as of September
1, 1995 (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 Eighth Supplemental
Indenture to provide for the creation and issuance of $300,000,000 principal
amount of ______% Debentures due March 15, 2016, (hereinafter referred to as
the "Debentures") in accordance with and under the terms and provisions of the
Indenture; and
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WHEREAS, the Board of Directors of the Company has duly authorized
the execution and delivery of this Eighth Supplemental Indenture providing for
the issuance of the Debentures as herein provided; and
WHEREAS, all things necessary to make this Eighth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;
NOW, THEREFORE, THIS EIGHTH 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 the Debentures:
ARTICLE ONE
Issuance of Debentures
Section 1.01. The Debentures hereby authorized to be issued under
this Eighth Supplemental Indenture and the Indenture shall be designated
"_____% Debentures due March 15, 2016." No more than $300,000,000 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, 1996, in which case from March ____, 1996; or unless
the date of authentication thereof is between the close of business
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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 March ______, 1996) 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 in Cleveland, Ohio, 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 March 15, 2016
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.
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No. _____________ $ _________
ALLTEL Corporation
_______% Debenture due March 15, 2016
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 March 15, 2016, 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, 1996 in which case from March ____, 1996; 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 March ____, 1996) 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 March 15, 2016 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
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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 and a Seventh Supplemental Indenture dated
as of September 1, 1995 and an Eighth Supplemental Indenture dated as of
March ____, 1996 (said Indenture, as supplemented herein, referred to as the
"Indenture"), duly executed and delivered between the Company and 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 March 15, 2016 of
the Company issued in the aggregate principal amount of $300,000,000.
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
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(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.
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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 of 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:
ALLTEL CORPORATION
By:
Treasurer
[Corporate Seal]
Attest:
________________
Secretary
Form of Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.
SOCIETY NATIONAL BANK,
as Trustee
By:
Authorized Officer
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Section 1.03. Forthwith upon (i) the execution and delivery of
this Eighth Supplemental Indenture the Trustee, (ii) upon the execution and
delivery to it of $300,000,000 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 Eighth Supplemental Indenture until a successor Depositary shall have
become such pursuant to the applicable provisions of this Eighth 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 Eighth Supplemental Indenture,
and bearing the legend prescribed in Section 2.02 of this Eighth Supplemental
Indenture.
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Section 2.02. If the Company shall establish pursuant to Section
2.03 of this Eighth 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
Eighth 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 Eighth Supplemental Indenture, or at or
prior to the issuance of any other Series of Securities under the Indenture or
this Eighth 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;
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(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 Eighth Supplemental Indenture, the Company shall
appoint a successor Depositary eligible under Section 2.02 of this Eighth
Supplemental Indenture with respect to such Registered Global Securities. If
a successor Depositary eligible under Section 2.02 of this Eighth 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
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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
Eighth 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 Eighth
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
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(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.
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"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 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated, CS First Boston Corporation, Lazard Freres & Co. LLC,
▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 in New York City (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.
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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
Eighth 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 Eighth Supplemental
Indenture; the Indenture as supplemented by this Eighth Supplemental Indenture
is in all respects ratified and confirmed; and the Indenture and this Eighth
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 Eighth 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 Eighth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Eighth
Supplemental Indenture, or under any covenant, condition or provision herein
contained, all the covenants, conditions and provisions of this Eighth
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 Eighth Supplemental
Indenture, and secured thereby. All covenants, promises and agreements in
this Eighth Supplemental Indenture contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.
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Section 6.03. This Eighth 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 Eighth 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 Eighth Supplemental
Indenture limits, qualifies or conflicts with a provision which is required to
be included in this Eighth 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 Eighth
Supplemental Indenture to be executed in its corporate name by its Chairman,
President and Chief Executive Officer and its corporate seal to be hereunder
affixed and to be attested by its Secretary, and SOCIETY NATIONAL BANK has
caused this Eighth 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.
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ALLTEL CORPORATION
By:
Name: ▇▇▇ ▇. ▇▇▇▇
Title: Chairman, President and
Chief Executive Officer
[Seal]
Attest:
By: _____________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
SOCIETY NATIONAL BANK
By:
Name:
Title: Vice President
[Seal]
Attest:
By:______________________
Name:
Title: Assistant Secretary
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STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, ▇▇▇ ▇. ▇▇▇▇, to me known and known to me to be the Chairman,
President and Chief Executive Officer 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 _________ , 1996.
__________________________________
Notary Public
[Notarial Seal}
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STATE OF ARKANSAS )
) SS:
COUNTY OF PULASKI )
Personally appeared before me the undersigned, a Notary Public in and
for said County, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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, l have hereunto set my hand and official seal
this ____ day of ___________ , 1996.
___________________________________
Notary Public
[Notarial Seal]
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STATE OF _________ )
) SS:
COUNTY OF ________ )
Personally appeared before me the undersigned, a Notary Public in and
for said County, ____________, ______________, and _________________,
____________ to me known and known to me to be Vice President and Assistant
Secretary, respectfully, of SOCIETY NATIONAL BANK, a national banking
association that executed the foregoing instrument, who severally acknowledged
that they did sign and seal 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 SOCIETY NATIONAL BANK.
IN WITNESS WHEREOF, l have hereunto set my hand and official seal
this _____ day of _________, 1996.
___________________________________
Notary Public
[Notarial Seal]
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