EXHIBIT 10.49 FORM OF EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, is entered into and effective as of [INSERT DATE OF CONSUMMATION OF IPO] (the "Effective Date") by and among Valor Communications Group, Inc., a Delaware corporation (the...Employment Agreement • February 3rd, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
VALOR TELECOMMUNICATIONS, LLC 201 E. JOHN CARPENTER FREEWAY SUITE 200 IRVING, TX 75062 April 9, 2004Employment Agreement • January 26th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
Published CUSIP Number: 92025LAR2 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 14, 2005,Credit Agreement • May 13th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1 VALOR COMMUNICATIONS GROUP, INC. (a Delaware corporation) 29,375,000 Shares of Common Stock FORM OF PURCHASE AGREEMENT Dated: -, 2005 VALOR COMMUNICATIONS GROUP, INC. (a Delaware corporation) 29,375,000 Shares of Common Stock (Par Value...Valor Communications Group Inc • February 3rd, 2005 • Telephone communications (no radiotelephone) • New York
AMENDMENT ONEEmployment Agreement • January 26th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone)
Exhibit 10.43 Confidential Treatment. The portions of this exhibit that have been replaced with "[*****]" have been filed separately with the Securities and Exchange Commission and are the subject of an application for confidential treatment....Confidential Treatment • December 9th, 2004 • Valor Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.45Consulting Agreement • January 26th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
EXHIBIT 10.37 Confidential Treatment. The portions of this exhibit that have been replaced with "[*****]" have been filed separately with the Securities and Exchange Commission and are the subject of an application for confidential treatment. NINTH...Master Services Agreement • December 9th, 2004 • Valor Communications Group Inc • Telephone communications (no radiotelephone)
by and amongRegistration Rights Agreement • May 13th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and effective as of April 9, 2004 (the "Effective Date"), by and between VALOR TELECOMMUNICATIONS, LLC (the "Company), a Delaware...Employment Agreement • January 26th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
VALOR TELECOMMUNICATIONS, LLC 201 E. JOHN CARPENTER FREEWAY SUITE 200 IRVING, TX 75062 April 9, 2004Consulting Agreement • December 9th, 2004 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
AMENDMENT NO. 1Valor Communications Group Inc • August 12th, 2005 • Telephone communications (no radiotelephone) • New York
Registration Rights AgreementRegistration Rights Agreement • August 28th, 2013 • Windstream Corp • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 26th day of August 2013, among Windstream Corporation, a Delaware corporation (the “Company”), the subsidiaries of the Company identified as Guarantors on the signature pages hereto (the “Guarantors”) and Goldman, Sachs & Co., as representative of the several initial purchasers listed in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2006 and amended and restated as of February 27, 2007 among WINDSTREAM CORPORATION (formerly known as ALLTEL HOLDING CORP.), The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as...Credit Agreement • March 1st, 2007 • Windstream Corp • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2006 and amended and restated as of February 27, 2007, among WINDSTREAM CORPORATION (formerly known as ALLTEL HOLDING CORP.), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., CITIBANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
Windstream Corporation 7.75% SENIOR NOTES DUE 2021 Indenture Dated as of August 26, 2013 U.S. Bank National Association TrusteeWindstream Corp • August 28th, 2013 • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of August 26, 2013 among Windstream Corporation, a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.
EXHIBIT 10.47 FORM OF EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into and effective as of [INSERT DATE OF CONSUMMATION OF IPO] (the "Effective Date") by and among VALOR COMMUNICATIONS GROUP, INC., a Delaware corporation (the "Company"),...Employment Agreement • February 3rd, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Texas
WINDSTREAM HOLDINGS, INC. Up to $18,000,000 Shares of Common Stock ($ 0.0001 par value) Equity Distribution AgreementWindstream Holdings, Inc. • June 1st, 2018 • Telephone communications (no radiotelephone) • New York
Windstream Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
AGREEMENT AND PLAN OF MERGER by and among WINDSTREAM HOLDINGS, INC., EUROPA MERGER SUB, INC.,Agreement and Plan of Merger • November 10th, 2016 • Windstream Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2016 (this “Agreement”), among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Parent”), EUROPA MERGER SUB, INC., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub 1”), EUROPA MERGER SUB, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Merger Sub 2”), and EARTHLINK HOLDINGS CORP., a Delaware corporation (the “Company”).
EXHIBIT 2.1 FORM OF CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of February [ ], 2005 by and between [NAME OF CONTRIBUTOR], a [TYPE OF ENTITY] (the "Contributor"), and Valor Communications Group,...Form of Contribution Agreement • February 3rd, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
among VALOR TELECOMMUNICATIONS ENTERPRISES, LLC, VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC and CERTAIN OF THEIR RESPECTIVE DOMESTIC SUBSIDIARIES, as Borrowers, VALOR TELECOMMUNICATIONS, LLC, VALOR TELECOMMUNICATIONS SOUTHWEST, LLC, VALOR...Loan Agreement • December 9th, 2004 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • New York
382 RIGHTS AGREEMENT382 Rights Agreement • September 18th, 2015 • Windstream Holdings, Inc. • Telephone communications (no radiotelephone) • New York
An Acquiring Person is any person or group of affiliated or associated persons who is or becomes the beneficially owner of 4.90% or more of the shares of Common Stock outstanding other than as a result of repurchases of stock by the Company, dividends or distributions by the Company or certain inadvertent actions by stockholders. Beneficial ownership is determined as provided in the Rights Agreement and generally includes, without limitation, any ownership of securities a Person would be deemed to actually or constructively own for purposes of Section 382 of the Code or the Treasury Regulations promulgated thereunder, including all of the shares of Common Stock that a Person would have had the right or the obligation to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the passage of time or upon the satisfaction of conditions). The Rights Agreement provides that the following shall not be deemed an Acquiring Person fo
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • February 24th, 2010 • Windstream Corp • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 22, 2009, among Windstream Corporation, a Delaware corporation (the “Company”), Windstream Intellectual Property Services, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
among VALOR TELECOMMUNICATIONS ENTERPRISES, LLC, VALOR TELECOMMUNICATIONS ENTERPRISES II, LLC and CERTAIN OF THEIR RESPECTIVE DOMESTIC SUBSIDIARIES, as Borrowers, VALOR TELECOMMUNICATIONS, LLC, VALOR TELECOMMUNICATIONS SOUTHWEST, LLC, VALOR...Credit Agreement • December 9th, 2004 • Valor Communications Group Inc • Telephone communications (no radiotelephone) • New York
WINDSTREAM CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT [OFFICERS – RESTRICTED STOCK]Restricted Shares Agreement • February 9th, 2007 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set forth below:
WINDSTREAM CORPORATION RESTRICTED SHARES AGREEMENT - TIME-BASED VESTING ONLY [2010 - Designated Executives]Restricted Shares Agreement • February 19th, 2010 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set forth below:
GUARANTYGuaranty • December 2nd, 2011 • Windstream Corp • Telephone communications (no radiotelephone) • New York
This GUARANTY, dated as of December 1, 2011 (the “Guaranty”), is made by WINDSTREAM CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Guarantor”), in favor of The Bank of New York Mellon (formerly The Bank of New York), acting in its capacity as trustee (the “Trustee”) under the Indenture, dated as of July 10, 2007, as amended and supplemented by the First Supplemental Indenture, dated as of September 25, 2007, the Second Supplemental Indenture, dated as of February 8, 2008, the Third Supplemental Indenture, dated as of December 18, 2009, the Fourth Supplemental Indenture, dated as of April 23, 2010, the Fifth Supplemental Indenture, dated as of June 22, 2010, the Sixth Supplemental Indenture, dated as of October 15, 2010, the Seventh Supplemental Indenture, dated as of December 6, 2010, the Eighth Supplemental Indenture, dated as of December 6, 2010, the Ninth Supplemental Indenture, dated as of May 5, 2011, the Tenth Supplemental Indenture,
REVERSE TRANSITION SERVICES AGREEMENTReverse Transition Services Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
This Reverse Transition Services Agreement (this “Agreement”), dated as of July 17, 2006 (the “Signing Date”), is entered between ALLTEL Corporation, a Delaware corporation, on behalf of itself and its affiliates (“AT Co.”), and Alltel Holding Corp., a Delaware corporation and wholly-owned subsidiary of AT Co., on behalf of itself and its affiliates (“Spinco”).
CHANGE-IN-CONTROL AGREEMENTWaiver and Release Agreement • August 14th, 2009 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
This Change-in-Control Agreement, dated , 20 (“Agreement”), is made by and between Windstream Corporation, a Delaware corporation (as hereinafter defined, the “Corporation”), and (as hereinafter defined, the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN WINDSTREAM CORPORATION AND JEFFERY R. GARDNEREmployment Agreement • January 4th, 2008 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (this “Agreement”) is made, entered into, and is effective as of January 1, 2008 (the “Effective Date”), by and between Windstream Corporation, a Delaware corporation (“Windstream”), and Jeffery R. Gardner (the “Executive”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
This Transition Services Agreement (this “Agreement”), dated as of July 17, 2006 (the “Signing Date”), is entered between ALLTEL Corporation., a Delaware corporation, on behalf of itself and its affiliates (“AT Co.”), and Alltel Holding Corp., a Delaware corporation and wholly-owned subsidiary of AT Co., on behalf of itself and its affiliates (“Spinco”).
REFINANCING AMENDMENT dated as of January 23, 2013 (this “Refinancing Amendment”) to the Credit Agreement originally dated as of July 17, 2006 and amended and restated as of August 8, 2012 (as amended from time to time, the “Fourth ARCA”) by and among...Credit Agreement • January 23rd, 2013 • Windstream Corp • Telephone communications (no radiotelephone) • New York
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT originally dated as of July 17, 2006, as amended and restated as of January 23, 2013, by and among WINDSTREAM CORPORATION (formerly known as ALLTEL HOLDING CORP.), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Cobank ACB, Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Royal Bank of Canada, The Royal Bank of Scotland plc, SunTrust Bank, Union Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 24th, 2010 • Windstream Corp • Telephone communications (no radiotelephone) • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 22, 2009, among Valor Telecommunications Enterprises, LLC, a Delaware limited liability company, Valor Telecommunications Enterprises Finance Corp., a Delaware corporation (together, the “Issuers”), Windstream Intellectual Property Services, Inc., a subsidiary of Windstream Corporation and a Delaware corporation, (the “Guaranteeing Subsidiary”), and The Bank of New York Mellon, a New York banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • May 8th, 2017 • Windstream Holdings, Inc. • Telephone communications (no radiotelephone) • Arkansas
THIS WAIVER AND RELEASE AGREEMENT (“Waiver and Release”) is entered into by and between Sarah E. Day (“Executive”) and Windstream Holdings, Inc. (the “Company” or "Windstream") (collectively, the “Parties”).
Joint Filing AgreementJoint Filing Agreement • February 24th, 2005 • Valor Communications Group Inc • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Valor Communications Group, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT BY AND AMONG WINDSTREAM CORPORATION, WELSH, CARSON, ANDERSON & STOWE VIII, L.P., WELSH, CARSON, ANDERSON & STOWE IX, L.P., WCAS CAPITAL PARTNERS III, L.P., REGATTA HOLDING I, L.P., REGATTA HOLDING II, L.P....Share Exchange Agreement • February 29th, 2008 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT, dated as of August 16, 2006 (the “Agreement”), by and among WINDSTREAM CORPORATION, a Delaware corporation (“WIN”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership, WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership, WCAS CAPITAL PARTNERS III, L.P., a Delaware limited partnership (each a “Parent” and collectively, the “Parents”), REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “WCAS Sub” and together the “WCAS Subs”).
