Form T-1 Statement of Eligibility of J.P. Morgan Trust Company as Trustee for Alltel Corporation 2012 Notes

Summary

This document is a Form T-1 Statement of Eligibility, filed by J.P. Morgan Trust Company, National Association, to serve as trustee under the Trust Indenture Act of 1939 for Alltel Corporation’s $800 million 7% Senior Notes due July 1, 2012. It confirms the trustee’s qualifications, lack of conflicts of interest, and provides required financial and organizational disclosures. The filing ensures that J.P. Morgan Trust Company meets legal requirements to act as trustee for these debt securities.

EX-4.6 6 dex46.txt FORM T-1 RELATING TO THE 2012 NOTES EXHIBIT 4.6 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95 ###-###-#### (State of incorporation (I.R.S. employer if not a national bank) identification No.) 101 California Street, Floor 38 San Francisco, California 94111 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- ALLTEL CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 34-0868285 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) One Allied Drive Little Rock, Arkansas 72202 (Address of principal executive offices) (Zip Code) DEBT SECURITIES $800,000,000 7% Senior Notes due July 1, 2012 - -------------------------------------------------------------------------------- Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 19th day of June, 2002. J. P. Morgan Trust Company, National Association By: /s/ Elaine D. Renn ----------------------------------- Elaine D. Renn Vice President 3 Exhibit 7. Report of Condition of the Trustee. - -------------------------------------------------------------------------------- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2002, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts

4 agreements to resell........................................... Federal funds sold in domestic offices......................... 1,901 Securities purchased under agreements to resell................ 69,260 Loans and lease financing receivables: Loans and leases held for sale................................. 13,042 Loans and leases, net of unearned income....................... $165,950 Less: Allowance for loan and lease losses...................... 3,284 Loans and leases, net of unearned income and allowance...................................................... 162,666 Trading Assets ..................................................... 152,633 Premises and fixed assets (including capitalized leases)............ 5,737 Other real estate owned............................................. 43 Investments in unconsolidated subsidiaries and associated companies........................................... 366 Customers' liability to this bank on acceptances outstanding.................................................... 306 Intangible assets Goodwill....................................................... 1,908 Other Intangible assets........................................ 7,218 Other assets........................................................ 38,458 TOTAL ASSETS ....................................................... $541,342 ======== LIABILITIES Deposits In domestic offices............................................ $151,985 Noninterest-bearing............................................ $66,567 Interest-bearing............................................... 85,418 In foreign offices, Edge and Agreement

5 subsidiaries and IBF's......................................... 119,955 Noninterest-bearing............................................ $ 6,741 Interest-bearing............................................... 113,214 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices.................... 12,983 Securities sold under agreements to repurchase................. 82,618 Trading liabilities................................................. 94,099 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)...................... 10,234 Bank's liability on acceptances executed and outstanding............ 311 Subordinated notes and debentures................................... 9,679 Other liabilities................................................... 25,609 TOTAL LIABILITIES................................................... 507,473 Minority Interest in consolidated subsidiaries...................... 109 EQUITY CAPITAL Perpetual preferred stock and related surplus....................... 0 Common stock........................................................ 1,785 Surplus (exclude all surplus related to preferred stock)........... 16,304 Retained earnings................................................... 16,548 Accumulated other comprehensive income.............................. (877) Other equity capital components..................................... 0 TOTAL EQUITY CAPITAL................................................ 33,760 -------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL............ $541,342 ========

6 I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) ELLEN V. FUTTER ) LAWRENCE A. BOSSIDY ) 7