MANAGEMENT STOCKHOLDERS’ AGREEMENT
Exhibit (10)(d)(2)
This
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 16,
2007, is by and among Alltel Corporation (“Alltel”), Atlantis Holdings LLC (the
“Parent”, and together with Alltel, the “Company”) and the Majority Stockholders
(as defined below) and the individuals listed on Schedule A attached hereto
(each a “Management Stockholder”). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Plan (as defined
below), except as provided in Section 3(b)(iv) below.
WHEREAS,
in connection with the acquisition by the Majority Stockholders of an interest
in Alltel, the Management Stockholders purchased or otherwise acquired shares
of
Common Stock and Options in consideration for the payment of cash or in exchange
for options or shares of common stock of Alltel previously acquired by them
(the
“Invested Equity”);
WHEREAS,
immediately following the closing of such acquisition, the Common Stock will
be
the only class of equity of Alltel then outstanding;
WHEREAS,
the Management Stockholders have been and may in the future be granted
additional Options pursuant to the Alltel Corporation Management Equity
Incentive Plan (the “Plan”); and
WHEREAS,
as a condition to the transfer of any interest in shares of Common Stock by
Alltel to the Management Stockholders, the Management Stockholders are required
to execute this Agreement; and
WHEREAS,
the Management Stockholders, the Majority Stockholders and the Company desire
to
enter into this Agreement and to have this Agreement apply to all shares of
Common Stock acquired or to be acquired by each Management Stockholder from
whatever source, now or in the future (in the aggregate, the
“Shares”).
NOW
THEREFORE, in consideration of the premises hereinafter set forth, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows.
1. Investment. Each
Management Stockholder represents that the Shares are being acquired for
investment and not with a view toward the distribution thereof.
2. Issuance
of
Shares. Each Management Stockholder acknowledges and agrees
that all Shares will be held in book-entry form unless otherwise determined
by
Alltel. If physical certificates representing the ownership of Shares
are issued, then each such certificate shall bear the following legends (except
that the second paragraph of this legend shall not be required after the Shares
have been registered and except that the first paragraph of this legend shall
not be required after the termination of this Agreement) and shall be held
in
custody by Alltel for the benefit of the Management Stockholders:
The
shares represented by this certificate are subject to the terms and conditions
of a Management Stockholders’ Agreement dated as of November 16, 2007 and may
not be
transferred
(including, but not limited to, by means of a gift or testamentary transfer),
sold, assigned, pledged, hypothecated or encumbered, except as may be permitted
by the aforesaid Agreement. A copy of the Management Stockholders’
Agreement may be obtained from the Secretary of the Company.
The
shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares have been acquired for investment
and may not be transferred (including, but not limited to, by means of a gift
or
testamentary transfer), sold, assigned, pledged, or hypothecated in the absence
of an effective registration statement for the shares under the Securities
Act
of 1933 or an opinion of counsel for the Company that registration is not
required under said Act.
Upon
the
termination of this Agreement, or upon registration of Shares under the
Securities Act, each Management Stockholder shall have the right to exchange
any
certificate containing the above legend (i) in the case of the registration
of
Shares, for certificates representing ownership of such Shares legended only
with the first paragraph described above and (ii) in the case of the termination
of this Agreement, for certificates representing ownership of Shares legended
only with the second paragraph described above. At such time as
neither legend is applicable, the Management Stockholder shall have the right
to
exchange certificates representing ownership of Shares that have been legended
as set forth herein for certificates that are un-legended.
3. Transfer
of Shares; Call
Rights.
(a) Transfer
Restrictions. Each Management Stockholder agrees that he or
she will not cause or permit the Shares or his or her interest in the Shares
to
be transferred (including, but not limited to, by means of a gift or
testamentary transfer), sold, assigned, pledged, hypothecated or encumbered
except as expressly permitted by Section 3 or 4 of this
Agreement. Notwithstanding the foregoing, Shares owned by a
Management Stockholder may be transferred (i) on such Management Stockholder’s
death by bequest or inheritance to the Management Stockholder’s executors,
administrators, testamentary trustees, legatees or beneficiaries, (ii) subject
to the prior written approval (which shall not be unreasonably withheld or
delayed) by Alltel’s Board of Directors (the “Board”), and compliance with all
applicable tax, securities and other laws, to any corporation, limited liability
company, partnership, trust, or custodianship, the stockholders, members,
beneficiaries or general or limited partners of which may include only (a)
the
Management Stockholder, (b) the Management Stockholder’s spouse or the
Management Stockholder’s lineal descendants (whether natural or adopted),
sibling or parent, (c) the persons listed in clause (i) above or (d) any
combination of the foregoing, (iii) as contemplated by Section 4.10 of the
Plan
in connection with net-physical settlement of an Option; (iv) in
accordance with Section 4 of this Agreement and (v) upon the prior written
approval of the Board or a committee thereof (each such Person to which Shares
may be transferred, a “Transferee”), subject in any such case to the agreement
by each Transferee (other
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than
the
Company or as otherwise permitted by the Company) in writing to be bound by
the
terms of this Agreement as if such Transferee had been an original signatory
hereto; and provided in any such
case other than transfers made pursuant to clause (v) above, that no such
transfer that would cause Alltel to be required to register the Common Stock
under Section 12(g) of the Exchange Act shall be permitted.
(b) Call
Rights. Alltel (or its designated assignee) shall have the
right to call Shares on the terms and conditions set forth herein:
(i) With
respect to each Management Stockholder, Alltel (or its designated assignee)
shall have the right (the “Call Right”), if the employment of a Management
Stockholder with the Company terminates, during the ninety-day period following
the later to occur of (x) the termination of such Management Stockholder’s
employment for any reason and (y) with respect to any particular Shares,
the
date on which such Management Stockholder (including the period any Transferee
of such Management Stockholder held such shares) has held such Shares for
at
least six (6) months, to purchase from such Management Stockholder or such
Management Stockholder’s Transferee, and upon the exercise of such right such
Management Stockholder or Transferee shall sell to Alltel (or its designated
assignee), all or any portion of the Shares held by such Management Stockholder
and his or her Transferees as of the date as of which such right is
exercised. The price per Share to be paid in such purchase and sale
shall be (x) except as provided in clause (y) below, a per Share price equal
to
the Fair Market Value of a share of Common Stock as of the date on which
such
right is exercised or (y) in the event such Management Stockholder’s Employment
is terminated for Cause or such Management Stockholder Competes (as defined
below) following such Management
Stockholder’s voluntary resignation without Good Reason, the price per
Share with respect to all Shares other than Invested Equity (including as
Invested Equity for this purpose Shares acquired through the exercise of
Options
which are Invested Equity) shall be the lesser of (i) Fair Market Value of
a
share of Common Stock and (ii) the price paid, if any, by such Management
Stockholder for such Shares (the “Bad Leaver Price”). The Call Right
may be exercised in portions on two or more exercise dates.
(ii) Alltel
(or its designated assignee) shall exercise the Call Right by delivering
to the
Management Stockholder or Transferee, as applicable, a written notice specifying
its intent to purchase specific Shares held by the Management Stockholder
or
Transferee (the “Call Notice”), the date as of which such right is to be
exercised and the number of Shares to be purchased. Purchase and sale
shall occur on such date as shall be specified in the Call Notice, which
date
shall not be later than sixty (60) days after the Management Stockholder’s receipt
of the Call Notice; provided that the
Company may delay any such payment to the extent such payment will
result in the violation of the terms or provisions of, or result in a default
or
event of default under, any guarantee, financing or security agreement or
document entered into by Alltel or any of its Affiliates and in effect on
such
date (hereinafter a “Financing Agreement). In the event all or a
portion of the payment of the purchase price is delayed as a result of a
restriction imposed by a
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Financing
Agreement as provided above, such payment shall be made no later than two
years
after the date the Company’s purchase right is exercised in accordance with this
Section 3(b) or, if earlier, as soon as practicable after the payment of
such
purchase price would no longer result in the violation of the terms or
provisions of, or result in a default or event of default under, any Financing
Agreement, and such payment shall equal the amount that would have been paid
to
the Management Stockholder or Transferee if no delay had occurred plus interest
for the period from the date on which the purchase price would have been
paid
but for the delay in payment provided herein to the date on which such payment
is made (the “Delay Period”), calculated at LIBOR plus 275 basis
points. Notwithstanding the foregoing, in the event of a Change in
Control (as defined in the Plan), the obligation to pay the purchase price
(plus
accrued interest) shall accelerate to the Change of
Control.
(iii) For
purposes of this
Agreement, with respect to each Management Stockholder, the term “Compete” means
(i) directly or indirectly, whether or not for compensation, participates
in the ownership, management, operation or control of any Competitor
(as
defined below) or is employed by any Competitor or performs consulting services
for any Competitor or (ii) solicits for employment or participates in the
hiring
of any person who, during the preceding six months, was an employee of Alltel
or
its Affiliates at the level of Vice President or above, in either case prior
to
the first anniversary of such Management Stockholder’s termination of
Employment. For purposes of this Agreement, a “Competitor” is any
corporation, firm, partnership, proprietorship or other entity that engages
in
the business of wireless telecommunications in the United States. Notwithstanding the
foregoing, “Competition” shall not include ownership of less than 5 percent of
the publicly-traded securities of any Competitor. No
Management Stockholder shall be deemed to have Competed unless he or shall
have
been notified in advance by Alltel of the activities that Alltel considered
to
be Competitive and provided with a reasonable opportunity to cure or refrain
from the alleged Competition. In the event that Alltel has exercised
a Call Right with respect to Shares allocable to a Management Stockholder,
and
the Employment of the Management Stockholder is thereafter terminated for
Cause
or the Management Stockholder Competes, if the price paid in connection with
the
purchase contemplated thereby was not the Bad Leaver Price, then the Management
Stockholder shall be obligated to deliver to the Company, within five (5)
days
after written notice thereof, the excess, if any, of the price per Share
paid by
the Company over the Bad Leaver Price
, less
any net taxes paid or payable by the Management Stockholder in respect of
such
excess after taking into account any available deductions in respect of such
repayment.
(iv) For
purposes of this Section 3(b), the term “Fair Market Value” shall have the
meaning ascribed to such term in the Plan, except that prior to the existence
of
a Public Market for the Common Stock, if the most recent date as of which
Fair
Market Value was determined is more than six months prior to the date as
of
which a Call Right is proposed to be exercised, then at the request or
determination of either a Participant or the Company, Fair Market Value shall
be
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redetermined
as of a date as close as reasonably practical to the date of such proposed
exercise.
4. Certain
Additional
Rights.
(a) Drag
Along
Rights. If (i) either of the Majority Stockholders and its
Permitted Transferees (as defined below) or (ii) the Majority Stockholders
and
their Permitted Transferees (in either such case, collectively, the “Selling
Stockholder”), desire to dispose, directly or indirectly, in a single
transaction or a series of related transactions, of (x) all of their interest
in
Alltel or (y) at least twenty-five percent of the issued and outstanding shares
of Common Stock or securities representing at least twenty-five percent of
the
voting power of Alltel, in either case to a good faith purchaser (a “Purchaser”)
(other than any other investment partnership, limited liability company or
other
entity established for investment purposes and controlled by one or more of
the
members or the principals of the Majority Stockholders, a “Permitted
Transferee”) and such Purchaser desires to acquire such interest upon such terms
and conditions as agreed to with the Selling Stockholder, each Management
Stockholder (and his or her Transferee, collectively) agrees to sell a portion
(including all) of his or her Shares equal to the number of Shares owned by
such
Management Stockholder (and his or her Transferee) multiplied by a fraction,
the
numerator of which is the aggregate number of shares of Common Stock proposed
to
be transferred by the Selling Stockholder, and the denominator of which is
the
aggregate number of shares of Common Stock held by the Selling Stockholder,
to
such Purchaser (or to vote all of his or her Shares entitled to vote in favor
of
any merger or other transaction which would effect a sale of such shares of
Common Stock) at the same price per share of Common Stock and pursuant to the
same terms and conditions with respect to payment for the shares of Common
Stock
as agreed to by the Selling Stockholder. In such case, the Selling
Stockholder shall give written notice of such sale to each Management
Stockholder (and his or her Transferee) at least fifteen (15) days prior to
the
consummation of such sale, setting forth (i) the consideration to be received
in
the transaction, (ii) the identity of the Purchaser, (iii) any other material
items and conditions of the proposed transfer and (iv) the date of the proposed
transfer.
(b) Tag
Along
Rights.
(i) Subject
to paragraph (iv) of this Section 4(b), if a Selling Stockholder proposes to
transfer any shares of Common Stock to a Purchaser (other than a Permitted
Transferee), then the Selling Stockholder shall give written notice of such
proposed transfer to each of the Management Stockholders (and his or her
Transferees) (the “Selling Stockholder’s Notice”) at least ten (10) days prior
to the consummation of such proposed transfer, and shall provide notice to
all
other stockholders of the Company to whom the Majority Stockholders have granted
similar “tag-along” rights (such stockholders together with each Management
Stockholder and his or her Transferees, the “Other Stockholders”) setting forth
the proposed material terms and conditions of such transfer, including the
price
to be paid per Share in such transaction.
(ii) Each
Management Stockholder (and his or her Transferees) shall have the right to
elect, by delivery of written notice to the Selling Stockholder within five
(5)
days from delivery of the Selling Stockholder’s Notice (the “Tag-Along Notice”),
to sell to the
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Purchaser
a number of Shares equal to the number of Shares owned by such Management
Stockholder (and his or her Transferees) multiplied by a fraction, the numerator
of which is aggregate number of the Selling Stockholder’s shares of Common Stock
proposed to be transferred, and the denominator of which is the aggregate number
of shares of Common Stock held by the Selling Stockholder, on the same terms
and
conditions (including price per share of Common Stock) as the Selling
Stockholder. In the event that the Purchaser does not wish to acquire
all of the shares offered by the Selling Stockholders and the Other
Stockholders, the number of shares of Common Stock to be purchased by such
transferee shall be allocated pro rata among the Majority Stockholders and
the
Other Stockholders in accordance with the number of shares of Common Stock
that
each such Person elected to transfer to the transferee. If any Other
Stockholder has not delivered written notice of its intent to participate in
a
transfer by the end of the tenth (10th) Business Day following delivery of
the
Tag-Along Notice, such Other Stockholder shall be deemed to have consented
to
the proposed transfer and elected not to exercise his rights under this Section
4(b) in connection therewith.
(iii) Any
transfer of Shares by a Management Stockholder (or his or her Transferees)
pursuant to this Section 4(b) shall be at the same price per share of Common
Stock and pursuant to the same terms and conditions with respect to payment
for
the shares of Common Stock as agreed to by the Selling Stockholders; provided that in
order to be entitled to exercise its rights pursuant to this Section 4(b),
the
Management Stockholder (and his or her Transferees participating such
transaction) must agree to make to the proposed Purchaser the same
representations, warranties, covenants, indemnities and agreements as are made
by the Selling Stockholder in connection with the proposed transfer and agree
to
substantially the same conditions to the proposed transfer as the Selling
Stockholder, it being understood that all such representations, warranties,
covenants, indemnities and agreements shall be made by the Selling Stockholder,
the Management Stockholder (together with his or her Transferees) and any Other
Stockholder exercising similar tag-along rights severally and not jointly;
provided, that in
no
event shall such term or condition result in potential liability to the
Management Stockholder (or his or her Transferee) in excess of the lesser of
(x)
the amount received by the Management Stockholder (and his or her Transferees)
for such Shares and (y) the pro rata share of any liability for such term or
condition based on the proportion of the Management Stockholder’s Shares to be
transferred in connection with the transaction as compared to the aggregate
number of Shares to be transferred in connection with the
transaction. The Selling Stockholder (and his or her Transferees),
and any Other Stockholder who exercises similar rights, shall be responsible
for
their proportionate share of the costs of the proposed transfer (based on the
amount of consideration received) to the extent such costs are incurred for
the
benefit of all Stockholders and are not paid or reimbursed by the Purchaser
or
the Company, provided that in no event shall a Management Stockholder’s
liability for such expenses exceed the total consideration received by the
Stockholder for his Shares, provided, further, that no Management Stockholder
shall be obligated to make any out-of-pocket expenditure prior to the
consummation of the transfer of Shares pursuant to this Section
4(b).
(iv) Notwithstanding
anything to the contrary contained herein, the provisions of this Section 4(b)
shall not apply to any sale or transfer by a Selling Stockholder of shares
of
Common Stock unless and until such Selling Stockholder, after giving effect
to
the proposed transaction, shall have sold or transferred in the aggregate (other
than to Permitted
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Transferees)
shares of Common Stock representing 12.5% of its portion of the Initial Sponsor
Shares.
(c) Calculation. In
making any calculation under Sections 3, 4 or 5 of this Agreement with respect
to Shares owned by a Management Stockholder, all Options that are then vested
or
which will vest upon such event shall be counted as Shares owned by such
Management Stockholder.
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5.
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Piggyback
Registration
Rights.
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(a) Notice
to Management
Stockholders. If Alltel determines that it will file a
registration statement under the Securities Act, other than a registration
statement on Form S-4 or Form S-8 or any successor form, for an offering which
includes shares of Common Stock held by the Majority Stockholders, then Alltel
shall give prompt written notice to each Management Stockholder (and his or
her
Tranferees) that such filing is expected to be made (but in no event less than
30 days nor more than 60 days in advance of filing such registration statement),
the jurisdiction or jurisdictions in which such offering is expected to be
made,
and the underwriter or underwriters (if any) that Alltel (or the person
requesting such registration) intends to designate for such
offering. If Alltel, within 15 days after giving such notice,
receives a written request for registration of any shares of Common Stock from
the Management Stockholder (or his or her Transferees), then Alltel shall
include in the same registration statement the number of such shares of Common
Stock to be sold by the Management Stockholder (or his or her Transferee) as
shall have been specified in his or her request, except that the Management
Stockholder (together with his or her Transferees) shall not be permitted to
register more than a Pro Rata Portion of his or her shares of Common
Stock. Alltel shall bear all costs of preparing and filing the
registration statement, and shall indemnify and hold harmless, to the extent
customary and reasonable, pursuant to indemnification and contribution
provisions to be entered into by Alltel at the time of filing of the
registration statement, the seller of any shares of Common Stock covered by
such
registration statement.
Notwithstanding
anything herein to the contrary, Alltel may abandon its intention to file a
registration statement under this Section 5(a) at any time prior to such
filing.
For
purposes of Section 5 hereof, “Pro Rata Portion” shall mean a number equal to
the product of (x) the total number of Shares owned by the Management
Stockholder (and his or her Transferees) and (y) a fraction, the numerator
of
which shall be the total number of shares of Common Stock offered for sale
by
the Majority Stockholders and their Permitted Transferees pursuant to the
applicable registration, and the denominator of which shall be the total number
of shares of Common Stock owned by the Majority Stockholders and their Permitted
Transferees. The registration provisions shall also apply, mutatis mutandis, the event
of a sale to institutional investors on any organized exchange, if and to the
extent that participation by the Management Stockholder (or his or her
Transferees) on such exchange is permitted.
(b) Allocation. If
the managing underwriter shall inform the Majority Stockholders in writing
that
the number of shares of Common Stock requested to be included in such
registration exceeds the number which can be sold in (or during the time of)
such offering within a price range acceptable to the Majority Stockholders,
then
such registration shall include
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only
such
number of shares of Common Stock which Alltel is so advised can be sold in
(or
during the time of) such offering within such range. All holders of
shares of Common Stock proposing to sell shares of Common Stock in such offering
shall share pro rata in the number of shares of Common Stock to be excluded
from
such offering, such sharing to be based on the respective numbers of shares
of
Common Stock as to which registration has been requested by such
holders.
(c) Permitted
Transfer. Notwithstanding anything to the contrary contained
herein, sales of shares of Common Stock pursuant to a registration statement
filed by Alltel may be made without compliance with any other provision of
this
Agreement.
6. Termination. Except
for Section 5, this Agreement shall terminate with respect to the Shares
immediately following the existence of a Public Market for or an SEC-registered
public offering of the Common Stock except that (i) the requirements contained
in Section 2 hereof shall survive the termination of this Agreement; (ii) the provisions contained in
Section 4
hereof shall continue with respect to each Share during such period of time,
if
any, as the Management Stockholder is precluded from selling such Share pursuant
to Rule 144 of the Securities Act; and (iii) the provisions of Section 3(a)
hereof shall continue to apply during such period of time as the Majority
Stockholders are contractually prohibited by agreement with underwriters from
selling shares of Common Stock following a registration to which Section 5(a)
applies. For this purpose, a “Public Market” for the Common
Stock shall be deemed to exist if at least 20% of the total outstanding Common
Stock is registered under Section 12(b) or 12(g) of the Exchange Act and trading
regularly occurs in such Common Stock in, on or through the facilities of
securities exchanges and/or inter-dealer quotation systems in the United States
(within the meaning of Section 902(n) of the Securities Act) or any designated
offshore securities market (within the meaning of Rule 902(a) of the Securities
Act).
7. Distributions
With Respect
To Shares. As used herein, the term “Shares” includes
securities of any kind whatsoever distributed with respect to the Common Stock
acquired by the Management Stockholder or his or her Transferee pursuant to
the
Plan or otherwise or any such securities resulting from a stock split or
consolidation involving such Common Stock.
8. Amendment;
Assignment. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by
a
written instrument signed by authorized representatives of the parties or,
in
the case of a waiver, by an authorized representative of the party waiving
compliance. No such written instrument shall be effective unless it
expressly recites that it is intended to amend, supersede, cancel, renew or
extend this Agreement or to waive compliance with one or more of the terms
hereof, as the case may be. Except for a Management Stockholder’s
right to assign his or her rights under Section 3(a) or Alltel’s right to assign
its rights under Section 3(b), no party to this Agreement may assign any of
its
rights or obligations under this Agreement without the prior written consent
of
the other parties hereto.
9. “Majority
Stockholder”. For purposes of this Agreement, the term
“Majority Stockholders” shall mean, collectively or individually, as the context
requires, TPG Partners V, L.P. and GS Capital Partners VI, L.P and their
Permitted Transferees.
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10. Notices.
Each notice
and other communication hereunder shall be in writing and shall be given and
shall be deemed to have been duly given on the date it is delivered in person,
on the next business day if delivered by overnight mail or other reputable
overnight courier, or the third business day if sent by registered mail, return
receipt requested, to the parties as follows:
If
to the
Management Stockholder, to his most recent address shown on records of Alltel
or
its Affiliate;
If
to
Alltel:
Alltel
Corporation
One
Allied Drive
Little
Rock, AR
Attention:
General Counsel
with a copy to:
Xxxxxx
Xxxx
Cleary,
Gottlieb, Xxxxx & Xxxxxxxx LLP
Xxx
Xxxxxxx Xxxxx
Xxx
Xxxx,
XX 00000
If
to the
Parent:
Atlantis
Holdings LLC
Attention:
General Counsel
with
a
copy to:
Xxxxxx
Xxxx
Cleary,
Gottlieb, Xxxxx & Xxxxxxxx LLP
Xxx
Xxxxxxx Xxxxx
Xxx
Xxxx,
XX 00000
If
to the
Majority Stockholder, to its most recent address shown on records of Alltel
or
its affiliate, or to such other address as any party may have furnished to
the
others in writing in accordance herewith, except that notices of change of
address shall only be effective upon receipt.
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11. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be an original, but each of which together shall constitute one and
the same document.
12. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to its
principles of conflicts of law.
13. Binding
Effect. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto. Nothing
expressed or referred to in this Agreement is intended or shall be construed
to
give any person other than the parties to this Agreement, or their respective
heirs, personal representatives, successors or assigns, any legal or equitable
rights, remedy or claim under or in respect of this Agreement or any provision
contained herein.
14. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof.
15. Descriptive
Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning of the
terms contained herein.
16. Severability. If
any term, provision, covenant or restriction of this Agreement, is held by
a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
17. Set-Off. The
Management Stockholder hereby agrees that Alltel and any of its Affiliates
are
authorized to reduce any amount payable to the Management Stockholder by any
liquidated amounts due or owing to such entities from the Management Stockholder
(or his or her Transferees) hereunder.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
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ATLANTIS
HOLDINGS LLC
By:
___________________________
Name:
Title:
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ALLTEL
CORPORATION
By:
___________________________
Name:
Title:
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
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GS
CAPITAL PARTNERS VI, L.P.
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By:
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By: ______________________________
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Name:
Title: Vice
President
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TPG
PARTNERS V, L.P.
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By: TPG
GenPar V, L.P., its General Partner
By: TPG
Advisors V, Inc., its General Partner
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By: ______________________________
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Name:
Title:
Vice
President
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