VOTING AGREEMENT
Exhibit
10.1
VOTING
AGREEMENT (this “Agreement”) dated as of December 8, 2005, is by and among
ALLTEL Holding Corp., a Delaware corporation (“Spinco”), and each Person (as
defined in the Merger Agreement (as defined below)) listed on the signature
page
hereof as a stockholder (each, a “Stockholder” and, collectively, the
“Stockholders”). For purposes of this Agreement, capitalized terms used and not
defined herein shall have the respective meanings ascribed to them in the
Agreement and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”), by and between Spinco, ALLTEL Corporation, a Delaware corporation
("AT Co.") and Valor Communications Group, Inc., a Delaware corporation (the
“Company”).
RECITALS
A. Each
Stockholder “beneficially owns” (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) the number of shares of common stock, par value $.0001
per
share, of the Company (the “Common Stock”) set forth opposite such Stockholder’s
name on Schedule A
hereto
(such shares of Common Stock, together with all other shares of capital stock
of
the Company acquired by any Stockholder after the date hereof and during the
term of this Agreement, being collectively referred to herein as the “Subject
Shares”).
B. Concurrently
with the execution and delivery of this Agreement, Spinco and the Company are
entering into the Merger Agreement providing for the merger of Spinco with
and
into the Company, with the Company surviving the Merger (the “Merger”) upon the
terms and subject to the conditions set forth therein.
C. As
a
condition to entering into the Merger Agreement, Spinco has required that the
Stockholders enter into this Agreement, and the Stockholders desire to enter
into this Agreement to induce Spinco to enter into the Merger
Agreement.
D. The
Board
of Directors of the Company has taken all actions so that the restrictions
contained in the Company’s certificate of incorporation and the General
Corporation Law of the State of Delaware (the “DGCL”) applicable to a “business
combination” (as defined in Section 203 of the DGCL) will not apply to the
execution, delivery or performance of this Agreement or the Merger Agreement,
or
to the consummation of the Merger, this Agreement and the Merger
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Representations
and Warranties of Each Stockholder.
Each
Stockholder severally (and not jointly) represents and warrants to Spinco as
follows:
(a) Due
Authorization and Organization.
Such
Stockholder is duly organized, validly existing and in good standing under
the
laws of its jurisdiction of incorporation or organization (as applicable).
Such
Stockholder has all requisite legal power (corporate or other) and authority
to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes a valid and binding obligation
of
such Stockholder enforceable in accordance with its terms subject to
(i) bankruptcy, insolvency, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors’ rights generally, and
(ii) general principles of equity (regardless of whether considered in a
proceeding at law or in equity).
(b) No
Conflicts.
(i) No
filing by such Stockholder with any governmental body or authority, and no
authorization, consent or approval of any other person is necessary for the
execution of this Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated hereby and (ii) none of the
execution and delivery of this Agreement by such Stockholder, the consummation
by such Stockholder of the transactions contemplated hereby or compliance by
such Stockholder with any of the provisions hereof shall (A) conflict with
or
result in any breach of the organizational documents of such Stockholder, (B)
result in, or give rise to, a violation or breach of or a default under (with
or
without notice or lapse of time, or both) any of the terms of any material
contract, trust agreement, loan or credit agreement, note, bond, mortgage,
indenture, lease, permit, understanding, agreement or other instrument or
obligation to which such stockholder is a party or by which such Stockholder
or
any of its Subject Shares or assets may be bound, or (C) violate any applicable
order, writ, injunction, decree, judgment, statute, rule or regulation, except
for any of the foregoing as would not reasonably be expected to prevent such
Stockholder from performing its obligations under this Agreement.
(c) The
Subject Shares.
Schedule
A
sets
forth, opposite such Stockholder’s name, the number of Subject Shares over which
such Stockholder has record or beneficial ownership as of the date hereof.
As of
the date hereof, such Stockholder is the record or beneficial owner of the
Subject Shares denoted as being owned by such Stockholder on Schedule
A
and has
the sole power to vote (or cause to be voted) such Subject Shares. Except as
set
forth on such Schedule
A,
neither
such Stockholder nor any controlled affiliate of such Stockholder owns or holds
any right to acquire any additional shares of any class of capital stock of
the
Company or other securities of the Company or any interest therein or any voting
rights with respect to any securities of the Company. Such Stockholder has
good
and valid title to the Subject Shares denoted as being owned by such Stockholder
on Schedule
A,
free
and clear of any and all pledges, mortgages, liens, charges, proxies, voting
agreements, encumbrances, adverse claims, options, security interests and
demands of any nature or kind whatsoever, other than those created by this
Agreement, as disclosed on Schedule
A,
or as
would not prevent such Stockholder from performing its obligations under this
Agreement.
(d) Reliance
By Spinco.
Such
Stockholder understands and acknowledges that Spinco is entering into the Merger
Agreement in reliance upon such Stockholder’s execution and delivery of this
Agreement.
(e) Litigation.
As of
the date hereof, there is no action, proceeding or investigation pending or
threatened against such Stockholder that questions the validity of this
Agreement or any action taken or to be taken by such Stockholder in connection
with this Agreement.
2. Representations
and Warranties of Spinco.
Spinco
hereby represents and warrants to the Stockholders as follows:
(a) Due
Authorization and Organization.
Spinco
is duly organized, validly existing and in good standing under the laws of
the
State of Delaware. Spinco has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Spinco and constitutes a valid and binding obligation of Spinco
enforceable in accordance with its terms subject to (i) bankruptcy,
insolvency, moratorium and other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally, and (ii) general
principles of equity (regardless of whether considered in a proceeding at law
or
in equity).
(b) Conflicts.
(i) No
filing by Spinco with any governmental body or authority, and no authorization,
consent or approval of any other person is necessary for the execution of this
Agreement by Spinco and the consummation by Spinco of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by Spinco, the consummation by Spinco of the transactions contemplated
hereby or compliance by Spinco with any of the provisions hereof shall (A)
conflict with or result in any breach of the certificate of incorporation or
by-laws of Spinco, (B) result in, or give rise to, a violation or breach of
or a
default under (with or without notice or lapse of time, or both) any of the
terms of any material contract, loan or credit agreement, note, bond, mortgage,
indenture, lease, permit, understanding, agreement or other instrument or
obligation to which Spinco is a party or by which Spinco or any of its assets
may be bound, or (C) violate any applicable order, writ, injunction, decree,
judgment, statute, rule or regulation, except for any of the foregoing as would
not prevent Spinco from performing its obligations under this
Agreement.
(c) Reliance
by the Stockholders.
Spinco
understands and acknowledges that the Stockholders are entering into this
Agreement in reliance upon the execution and delivery of the Merger Agreement
by
Spinco.
3. Covenants
of Each Stockholder.
Until
the
termination of this Agreement in accordance with Section 5, each Stockholder,
in
its capacity as such, agrees as follows:
(a) At
the
Company Stockholders Meeting or at any adjournment, postponement or continuation
thereof or in any other circumstances occurring prior to the Company
Stockholders Meeting upon which a vote or other approval with respect to the
Merger and the Merger Agreement is sought, each Stockholder shall vote (or
cause
to be voted) the Subject Shares (and each class thereof) held by such
Stockholder (i) in favor of the approval of the Merger and the approval and
adoption of the Merger Agreement; and (ii) except with the written consent
of
Spinco, against any Company Acquisition Proposal. Any such vote shall be cast
in
accordance with such procedures relating thereto so as to ensure that it is
duly
counted for purposes of determining that a quorum is present and for purposes
of
recording the results of such vote. Each Stockholder agrees not to enter into
any agreement or commitment with any person the effect of which would be
inconsistent with or violative of the provisions and agreements contained in
this Section 3(a).
(b) Each
Stockholder agrees not
to,
directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign
or
otherwise dispose of (collectively, a “Transfer”) or enter into any agreement,
option or other arrangement with respect to, or consent to a Transfer of, or
convert or agree to convert, any or all of the Subject Shares to any person,
other than in accordance with the Merger Agreement, except in each case for
Transfers to such Stockholder’s affiliates as agree to be bound hereby, or (ii)
grant any proxies (other than the Company proxy card in connection with the
Company Stockholders Meeting if and to the extent such proxy is consistent
with
the Stockholder’s obligations under Section 3(a) hereof), deposit any Subject
Shares into any voting trust or enter into any voting arrangement, whether
by
proxy, voting agreement or otherwise, with respect to any of the Subject Shares,
other than pursuant to this Agreement. Such Stockholder further agrees not
to
commit or agree to take any of the foregoing actions or take any action that
would have the effect of preventing, impeding, interfering with or adversely
affecting its ability to perform its obligations under this
Agreement.
(c) Such
Stockholder shall not, nor shall such Stockholder permit any controlled
affiliate of such Stockholder to, nor shall such Stockholder act in concert
with
or permit any controlled affiliate to act in concert with any person to make,
or
in any manner participate in, directly or indirectly, a “solicitation” (as such
term is used in the rules of the Securities and Exchange Commission) of proxies
or powers of attorney or similar rights to vote, or seek to advise or influence
any person with respect to the voting of, any shares of Common Stock intended
to
facilitate any Company Acquisition Proposal or to cause stockholders of the
Company not to vote to approve and adopt the Merger Agreement. Such Stockholder
shall not, and shall direct any investment banker, attorney, agent or other
adviser or representative of such Stockholder not to, directly or indirectly,
through any officer, director, agent or otherwise, enter into, solicit,
initiate, conduct or continue any discussions or negotiations with, or knowingly
encourage or respond to any inquiries or proposals by, or provide any
information to, any person, other than Spinco, relating to any Company
Acquisition Proposal. Each Stockholder hereby represents that, as of the date
hereof, it is not engaged in discussions or negotiations with any party other
than Spinco and AT Co. with respect to any Company Acquisition
Proposal.
4. Stockholder
Capacity.
No
Person
executing this Agreement, or any officer, director, partner, employee, agent
or
representative of such Person, who is or becomes during the term of this
Agreement a director or officer of the Company shall be deemed to make any
agreement or understanding in this Agreement in such Person’s capacity as a
director or officer. Each Stockholder is entering into this Agreement solely
in
his or her capacity as the record holder or beneficial owner of, or the trustee
of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s
Subject Shares and nothing herein shall limit or affect any actions taken by
a
Stockholder in his or her capacity as a director or officer of the
Company.
5. Termination.
This
Agreement shall terminate (i) upon the earlier of (A) the approval and adoption
of the Merger Agreement at the Company Stockholders Meeting, (B) provided that
the Company Stockholders Meeting shall have been held, the failure of the
stockholders of the Company to approve and adopt the Merger Agreement at the
Company Stockholders Meeting, (C) the Merger Agreement is amended in
a
manner that is materially disadvantageous to the Stockholders without the
Stockholders’ consent and (D) the termination of the Merger Agreement in
accordance with its terms by any party thereto for any reason, or (ii) at any
time upon notice by Spinco to the Stockholders. No party hereto shall be
relieved from any liability for intentional breach of this Agreement by reason
of any such termination. Notwithstanding the foregoing, Section 6 and
Sections 11 through 21, inclusive, of this Agreement shall survive the
termination of this Agreement.
6. Appraisal
Rights.
To
the
extent permitted by applicable law, each Stockholder hereby waives any rights
of
appraisal or rights to dissent from the Merger that it may have under applicable
law.
7. Publication.
Each
Stockholder hereby authorizes Spinco and the Company to publish and disclose
in
the Proxy Statement/Prospectus and the Registration Statement (including any
and
all documents and schedules filed with the Securities and Exchange Commission
relating thereto) its identity and ownership of shares of Common Stock and
the
nature of its commitments, arrangements and understandings pursuant to this
Agreement.
8. Amendment
of Company Securityholders Agreement.
Each
Stockholder shall take all action necessary, and shall use its reasonable
best efforts to cause each other stockholder of the Company party thereto,
to cause the Securityholders Agreement, dated as of February 14, 2005, by and
among the Company, the Stockholders and certain other
stockholders of the Company (the "Company Securityholders Agreement")
to be
amended effective as of the Effective Time (as defined in the Merger Agreement),
without any cost or liability to the Company, such that from and after the
Effective Time, the Company Securityholders Agreement shall have substantially
the terms set forth on Exhibit G to the Merger Agreement.
9. Affiliate
Letters.
Each
Stockholder agrees to execute a Rule 145 Affiliate Agreement in substantially
the form attached as Exhibit
F to the
Merger Agreement, as soon as practicable after the date hereof.
10. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware without giving effect to the conflicts of law principles
thereof.
11. Jurisdiction;
Waiver of Jury Trial.
(a) Each
of
the parties hereto (a) consents to submit itself to the personal jurisdiction
of
any federal court located in the State of Delaware or any Delaware state court
in the event any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will not attempt to deny
or
defeat such personal jurisdiction by motion or other request for leave from
any
such court and (c) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any
court
other than a federal or state court sitting in the State of
Delaware.
(b) Each
of
the parties hereto irrevocably waives all right to trial by jury in any action,
suit, proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the actions of the parties
hereto in the negotiation, administration, performance and enforcement hereof.
12. Specific
Performance.
The
parties agree that irreparable damage would occur in the event that any of
the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches
of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of Delaware
or
in Delaware state court, this being in addition to any other remedy to which
they are entitled at law or in equity.
13. Amendment,
Waivers, Etc.
This
Agreement may be amended by Spinco and the Stockholders at any time before
or
after adoption of the Merger Agreement by the stockholders of the Company;
provided, however, that after such adoption, no amendment shall be made that
by
Law or in accordance with the rules of any relevant stock exchange or automated
inter-dealer quotation system requires further approval by such stockholders
without such further approval. This Agreement may not be amended except by
an
instrument in writing signed by Spinco and the Stockholders. At any time prior
to the Effective Time, Spinco and the Stockholders may, to the extent legally
allowed, (i) extend the time for the performance of any of the obligations
or
acts of the other party; (ii) waive any inaccuracies in the representations
and
warranties of the other party contained herein or in any document delivered
pursuant to this Agreement; and (iii) waive compliance with any of the
agreements or conditions of the other party contained herein; provided, however,
that no failure or delay by Spinco or the Stockholders in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right hereunder. Any agreement on the part of Spinco or the
Stockholders to any such extension or waiver shall be valid only if set forth
in
an instrument in writing signed on behalf of such party.
14. Assignment;
No Third Party Beneficiaries.
Neither
this Agreement nor any of the rights, benefits or obligations hereunder may
be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of all of the other parties. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of
and be enforceable by the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended
to
or shall confer upon any Person (other than Spinco and the Stockholders and
their respective successors and permitted assigns) any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
and no Person (other than as so specified) shall be deemed a third party
beneficiary under or by reason of this Agreement.
15. Notices.
All
notices, consents, requests, instructions, approvals and other communications
provided for in this Agreement shall be in writing and shall be deemed validly
given upon personal delivery or one day after being sent by overnight courier
service or by telecopy (so long as for notices or other communications sent
by
telecopy, the transmitting telecopy machine records electronic conformation
of
the due transmission of the notice), at the following address or telecopy
number, or at such other address or telecopy number as a party may designate
to
the other parties:
If
to
Spinco, to:
AT
Holding Corp.
Xxx
Xxxxxx Xxxxx
Xxxxxx
Xxxx, Xxxxxxxx 00000
Attention:
Chief Executive Officer
(with
a
copy to the Chairman)
Telecopy:
(000) 000-0000
If
to any
Stockholder, at the address set forth under such Stockholder’s name on
Schedule A
hereto
or to such other address as the party to whom notice is to be given may have
furnished to the other parties in writing in accordance herewith.
16. Severability.
If
any
provision of this Agreement is held to be invalid or unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in order to
achieve the intent of the parties hereto to the maximum extent possible. In
any
event, the invalidity or unenforceability of any provision of this Agreement
in
any jurisdiction shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction.
17. Integration.
This
Agreement (together with the Merger Agreement to the extent referenced herein),
including Schedule A
hereto,
constitutes the full and entire understanding and agreement of the parties
with
respect to the subject matter hereof and thereof and supersedes any and all
prior understandings or agreements relating to the subject matter hereof and
thereof.
18. Mutual
Drafting.
Each
party hereto has participated in the drafting of this Agreement, which each
party acknowledges is the result of extensive negotiations between the
parties.
19. Section
Headings.
The
section headings of this Agreement are for convenience of reference only and
are
not to be considered in construing this Agreement.
20. Counterparts.
This
Agreement may be executed in one or more counterparts (including by facsimile),
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
21. Definitions.
References
in this Agreement (except as specifically otherwise defined) to “affiliates”
shall mean, as to any person, any other person which, directly or indirectly,
controls, or is controlled by, or is under common control with, such person.
As
used in this definition, “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
management or policies of a person, whether through the ownership of securities
or partnership or other ownership interests, by contract or
otherwise.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and date first above written.
ALLTEL
HOLDING CORP.
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X.
Xxxxxxx
Title:
President
WCAS
MANAGEMENT CORPORATION
By: /s/
Xxxxxxxx X. Rather
Name:
Xxxxxxxx X. Rather
Title:
Treasurer
Xxxxxxx
X. Xxxxxx
Xxxxxx
X.
Xxxx
Xxxxxxxxx
Holdings, L.P.
Xxxxxx
X.
XxXxxxxxx
Xxxxxx
X.
Municucci
Xxxxxxx
X. xxXxxxxx
Xxxx
X.
Xxxxxxx
Xxxxxxxx
X. Xxxxxx
D.
Xxxxx
Xxxxxxx
Xxxx
Xxxxx
Xxxx
X.
Xxxxxxx
Xxxx
Xxxxxxx, Xx.
Xxxxxx
Xxxxx
Xxxx
Xxx
Xxxxxxxx
X. Rather
By: /s/
Xxxxxxxx X. Rather
Xxxxxxxx
X. Rather, Individually and as
Attorney-in-Fact
THE
XXXXXXX XXXXX 2004 IRREVOCABLE
TRUST
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Trustee
THE
XXXXX
X. XXXXXXXX 2004
IRREVOCABLE
TRUST
By: /s/
Xxxx X. Xxxxxxxx
Name:
Xxxx X. Xxxxxxxx
Title:
Trustee
/s/
Xxxx Xxxxx
XXXX
XXXXX
/s/
Xxxxxx Xxxxxx
XXXXXX
XXXXXX
ESTATE
OF
XXXXXXX X. XXXXXX
By: /s/
Xxxxxxx xx Xxxxxxxxx
Xxxxxxx
xx Xxxxxxxxx, Executor
WELSH
XXXXXX XXXXXXXX & XXXXX IX, L.P.
By:
WCAS
IX
Associates LLC,
Its
General Partner
By: /s/
Xxxxxxxx X. Rather
Name:
Xxxxxxxx X. Rather
Title:
Managing Member
WCAS
CAPITAL PARTNERS III, L.P.
By:
WCAS
CP
III Associates LLC,
Its
General Partner
By: /s/
Xxxxxxxx X. Rather
Name:
Xxxxxxxx X. Rather
Title:
Managing Member
WELSH
XXXXXX XXXXXXXX & XXXXX VIII, L.P.
By:
WCAS
VIII
Associates LLC,
Its
General Partner
By: /s/
Xxxxxxxx X. Rather
Name:
Xxxxxxxx X. Rather
Title:
Managing Member
/s/
Xxxxxxx Xxxxxxx
XXXXXXX
XXXXXXX
VESTAR
CAPITAL PARTNERS III, L.P.
By: Vestar
Associates III, L.P.,
Its
General Partner
By: Vestar
Associates Corporation III,
Its
General Partner
By: /s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Managing Director
VESTAR
CAPITAL PARTNERS IV, L.P.,
By:
Vestar
Associates IV, L.P.
Its
General Partner
By:
Vestar
Associates Corporation IV,
Its
General Partner
By: /s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Managing Director
VESTAR/VALOR,
LLC
By:
Vestar
Associates IV, L.P.,
Its
Managing Member
By:
Vestar
Associates Corporation IV,
Its
General Partner
By: /s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Managing Director
/s/
Xxxxxx X. Xxxxxx
XXXXXX
X.
XXXXXX
/s/
Xxxxxxxxx Xxxx
XXXXXXXXX
XXXX
Schedule
A
STOCKHOLDERS
|
Stockholder
|
Shares
of
Common
Stock
|
Percentage
|
|
WCAS
Management Corporation*
|
745
|
0.00%
|
|
Welsh
Xxxxxx Xxxxxxxx & Xxxxx IX, L.P.*
|
9,201,511
|
12.94%
|
|
WCAS
Capital Partners III, L.P.*
|
1,219,114
|
1.71%
|
|
Welsh
Xxxxxx Xxxxxxxx & Xxxxx VIII, L.P.*
|
9,153,796
|
12.87%
|
|
The
Xxxxxxx Xxxxx 2004 Irrevocable Trust*
|
113,543
|
0.16%
|
|
Xxxxxxx
X. Xxxxxx*
|
113,543
|
0.16%
|
|
The
Xxxxx X. Xxxxxxxx 2004 Irrevocable Trust*
|
113,543
|
0.16%
|
|
Xxxxxx
X. Xxxx*
|
75,110
|
0.11%
|
|
Pondfield
Holdings, L.P.*
|
18,648
|
0.03%
|
|
Xxxxxx
X. XxXxxxxxx*
|
113,543
|
0.16%
|
|
Xxxxxx
X. Municucci*
|
28,280
|
0.04%
|
|
Xxxxxxx
X. xx Xxxxxx*
|
42,579
|
0.06%
|
|
Xxxx
X. Xxxxxxx*
|
24,059
|
0.03%
|
|
Xxxxxxxx
X. Xxxxxx*
|
37,913
|
0.05%
|
|
D.
Xxxxx Xxxxxxx*
|
820
|
0.00%
|
|
Xxxx
Xxxxx*
|
671
|
0.00%
|
|
Xxxx
X. Xxxxxxx*
|
1,119
|
0.00%
|
|
Xxxx
Xxxxxxx, Xx.*
|
783
|
0.00%
|
|
Xxxxxx
Xxxxx*
|
11,571
|
0.02%
|
|
Xxxx
Xxx*
|
373
|
0.00%
|
|
Xxxxxxxx
X. Rather*
|
1,865
|
0.00%
|
|
Xxxxxx
Xxxxxx*
|
18,526
|
0.03%
|
|
Estate
of Xxxxxxx X. Xxxxxx
|
9,936
|
0.01%
|
|
Xxxx
Xxxxx*
|
28,281
|
0.04%
|
|
Xxxxxxx
Xxxxxxx*
|
9,705
|
0.01%
|
|
Vestar
Capital Partners III, L.P.***
|
2,315,731
|
3.26%
|
|
Vestar
Capital Partners IV, L.P.***
|
7,152,952
|
10.06%
|
|
Vestar/Valor,
LLC***
|
134,990
|
0.19%
|
|
Xxxxxx
X. Xxxxxx***
|
9,705
|
0.01%
|
|
Xxxxxxxxx
Xxxx***
|
9,705
|
0.01%
|
|
Total:
|
29,952,955
|
42.12%
|
*The
address for such Stockholder is c/o Welsh, Carson, Xxxxxxxx & Xxxxx, 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000.
**The
address for such Stockholder is c/o Xxxxxxx xx Xxxxxxxxx, 000 X. 00xx Xxxxxx,
Xxx Xxxx, XX 00000.
***The
address for such Stockholder is c/o Vestar Capital Partners, 000 Xxxx Xxxxxx,
00xx Xxxxx Xxx Xxxx, XX 00000.
