EXHIBIT 10.29
AMENDMENT ONE
PART-TIME EMPLOYMENT AGREEMENT
THIS AMENDMENT ONE TO THE PART-TIME EMPLOYMENT AGREEMENT ("Amendment
One"), is entered into and effective as of November 10, 2004 (the "Effective
Date"), by and between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited
liability company (the "Company"), and XXXXXXX X. XXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee entered into a Part Time Employment
Agreement dated April 2, 2004; and,
WHEREAS, the Company and the Employee also executed a Letter Agreement
dated April 2, 2004 that provided certain terms with respect to payment to the
Employee should the Company consummate an Initial Public Offering of IDS units
("IPO") within twelve (12) months of the date of the Letter Agreement; and,
WHEREAS, subsequent to the execution of the Part Time Employment Agreement
and the Letter Agreement, the Company announced it was suspending its IPO and
pursuing a re-capitalization of the Company; and,
WHEREAS, on November 10, 2004 the Company closed its transaction to
re-capitalize the Company's existing senior, second lien and senior subordinated
credit facilities.
NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
to amend the Part Time Employment Agreement and the Letter Agreement as follows:
1. The parties agree to strike that portion of the Letter Agreement that
provides: "In addition, if the IPO is consummated within twelve (12)
months of the Effective Date, [the Company] agrees to pay you an
additional one-time cash payment equal to $1.5 million."
2. The Company agrees to pay the Employee seven hundred fifty thousand
dollars ($750,000) on November 10, 2004, the date of closing of the
re-capitalization transaction.
3. The Company further agrees to pay the Employee seven hundred fifty
thousand dollars ($750,000) within three (3) business days of the
earlier of either a Liquidation Event, as herein defined, or March 31,
2007.
4. For purposes of this Amendment One, a "Liquidation Event" shall be
defined as:
a. The acquisition of "beneficial interest" by a "person" or "group"
(as such terms are defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) of voting equity interests of the
Company representing more than 50% of the voting power of all
outstanding voting equity interests, whether by way of merger or
consolidation or otherwise, or a sale of substantially all of the
assets of the Company; or,
b. The consummation of an initial public offering of the Company's
securities.
5. All other terms of the Part Time Employment Agreement and the Letter
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Amendment One.
VALOR TELECOMMUNICATIONS, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President & CEO
Date: Nov 19, 2004
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Date: 11-19, 2004
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