Registration Rights AgreementRegistration Rights Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 17th day of July, 2006, among Windstream Corporation (as surviving entity of the merger of ALLTEL Holding Corp. with and into Valor Communications Group, Inc.), a Delaware corporation (the “Company”), the subsidiaries of the Company identified as Guarantors on the signature pages hereto ( the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., and, with respect to the 2013 Notes referred to below, Banc of America Securities LLC, Citigroup Global Markets Inc., Wachovia Capital Markets, LLC and Barclays Capital Inc. (collectively, the “Initial Purchasers”).
WINDSTREAM CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT [Designated Executives]Restricted Shares Agreement • July 21st, 2006 • 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:
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”).
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”).
TAX SHARING AGREEMENTTax Sharing Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone)
This Tax Sharing Agreement (this “Agreement”) is entered into as of July 17, 2006, by and among ALLTEL Corporation, a Delaware corporation (“AT Co.”), ALLTEL Holding Corp., a newly formed Delaware corporation and a wholly owned subsidiary of AT Co. (“Spinco”), and Valor Communications Group, Inc., a Delaware corporation (“Valor”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement, dated as of December 8, 2005, by and between AT Co. and Spinco, as amended on June 29, 2006 (the “Distribution Agreement”).
INDEMNITY AGREEMENTIndemnity Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (this “Agreement”) effective as of July 17, 2006, by and between Windstream Corporation, a Delaware corporation (the “Corporation”), and the undersigned director or officer of the Corporation (the “Indemnified Party”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2006, among Windstream Corporation (as the surviving entity of the Merger referred to below), a Delaware corporation (or its permitted successor) (the “Company”), the Company’s subsidiaries identified as “Guaranteeing Subsidiaries” on the signature pages hereto (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and SunTrust Bank, a state bank organized under the laws of the State of Georgia (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENTSecurityholders Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware
THIS FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of July 17, 2006 by and among Windstream Corporation (f.k.a. Valor Communications Group, Inc.) (the “Company”) and the Investors signatory hereto.
WINDSTREAM CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT [Non-Employee Directors]Restricted Shares Agreement • July 21st, 2006 • 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:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2006, among WINDSTREAM HOLDINGS OF THE MIDWEST, INC., a Nebraska corporation, WINDSTREAM NETWORK SERVICES OF THE MIDWEST, INC., a Nebraska corporation, WINDSTREAM YELLOW PAGES, INC., an Ohio corporation, WINDSTREAM LISTING MANAGEMENT, INC., a Pennsylvania corporation, WINDSTREAM SUPPLY, INC., an Ohio corporation, TELEVIEW, INC., a Georgia corporation, WINDSTREAM ALABAMA, INC., an Alabama corporation, WINDSTREAM ARKANSAS, INC., an Arkansas corporation, WINDSTREAM OKLAHOMA, INC., an Arkansas corporation, OKLAHOMA WINDSTREAM, INC., an Oklahoma corporation, WINDSTREAM SOUTH CAROLINA, INC., a South Carolina corporation, WINDSTREAM SUGAR LAND, INC., a Texas corporation, TEXAS WINDSTREAM, INC. a Texas corporation (the “Guaranteeing Subsidiaries”), Valor Telecommunications Enterprises, LLC, a Delaware limited liability company, and Valor Telecommunications Enterprises Finance Corp., a Delaware corporation, (toge
ASSUMPTION AGREEMENT July 17, 2006Assumption Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • New York
Windstream Corporation, the surviving entity of the merger of Alltel Holding Corp. with and into Valor Communication Group, Inc., hereby acknowledges that it has succeeded to, and otherwise expressly assumes, all of the obligations of Alltel Holding Corp. (“AHC”) under the Credit Agreement dated as of the date hereof among AHC, as borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “Credit Agreement”) and each of the other Loan Documents to which AHC is a party. Terms used but not defined herein that are defined in the Credit Agreement shall as used herein have the respective meanings assigned thereto in such documents.
WINDSTREAM SUPPLEMENTAL MEDICAL EXPENSE REIMBURSEMENT PLANExpense Reimbursement Plan • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone)
Pursuant to Section 8.02 of the Employee Benefits Agreement by and between Alltel Corporation and the Company dated as of December 8, 2005 (the “Employee Benefits Agreement”), Alltel Corporation agreed to establish, or cause to be established, a plan for certain individuals, the provisions of which are substantially similar to the provisions of the Alltel Corporation Supplemental Medical Expense Reimbursement Plan (the “AT Plan”). The Company has adopted this Windstream Supplemental Medical Expense Reimbursement Plan (the “Plan”) pursuant to the terms of the Employee Benefits Agreement.
AMENDMENT TO EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone)
WHEREAS, Alltel Corporation (“Alltel”) and Alltel Holding Corp. (“Spinco”) entered into an Employee Benefits Agreement, dated as of December 8, 2005 (the “Agreement”);
CREDIT AGREEMENT dated as of July 17, 2006 among ALLTEL HOLDING CORP. (to be known as WINDSTREAM CORPORATION), The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • July 21st, 2006 • Windstream Corp • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT dated as of July 17, 2006, among ALLTEL HOLDING CORP., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and BANK OF AMERICA, N.A., CITIBANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
