EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2008 • Alltel Corp • Radiotelephone communications • Delaware
AGREEMENT, dated as of November 16th, 2007 (this “Agreement”), by and between Alltel Corporation, a Delaware corporation (the “Company”), and Scott T. Ford (the “Executive”).
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • March 20th, 2008 • Alltel Corp • Radiotelephone communications • Delaware
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.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 20th, 2008 • Alltel Corp • Radiotelephone communications • New York
This Management Services Agreement (the “Agreement”) is entered into as of November 16, 2007, by and among Atlantis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Atlantis Holdings LLC, a Delaware limited liability company (“Parent”, and together with Merger Sub and their respective successors, the “Companies”), Goldman, Sachs & Co. (“Goldman Sachs”), and TPG Capital, L.P. (“TPG”, together with Goldman Sachs, the “Managers”).
ContractAlltel Corp • March 20th, 2008 • Radiotelephone communications
SUPPLEMENT NO. 1 dated as of December 14, 2007, to the Senior Interim Loan Guarantee dated as of November 16, 2007 (the “Guarantee”), among ALLTEL CORPORATION, a Delaware corporation (“Parent”), ALLTEL COMMUNICATIONS, INC., a Delaware corporation (“ACI”), and ALLTEL COMMUNICATIONS FINANCE, INC., a Delaware corporation (“ACFI” and, together with ACI, the “Borrowers”), certain subsidiaries of Parent from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and CITIBANK, N.A., as Administrative Agent (as defined below).
GUARANTY dated as of November 16, 2007 among ALLTEL CORPORATION, as Parent, ALLTEL COMMUNICATIONS, INC., as the Borrower CERTAIN SUBSIDIARIES OF ALLTEL CORPORATION, to be identified herein, and CITIBANK, N.A., as Administrative AgentAlltel Corp • March 20th, 2008 • Radiotelephone communications
GUARANTY dated as of November 16, 2007, among ALLTEL CORPORATION, a Delaware corporation (“Parent”), ALLTEL COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Parent from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and CITIBANK, N.A., as Administrative Agent (as defined below).
ContractAlltel Corp • March 20th, 2008 • Radiotelephone communications
SUPPLEMENT NO.1 dated as of December 14, 2007, to the Guaranty dated as of November 16, 2007, among ALLTEL CORPORATION, a Delaware corporation (“Parent”), ALLTEL COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), certain subsidiaries of Parent from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and CITIBANK, N.A., as Administrative Agent (as defined below).
SENIOR INTERIM LOAN GUARANTEE dated as of November 16, 2007 among ALLTEL CORPORATION, as Parent, ALLTEL COMMUNICATIONS, INC. and ALLTEL COMMUNICATIONS FINANCE, INC., as the Borrowers, CERTAIN SUBSIDIARIES OF ALLTEL CORPORATION, to be identified...Alltel Corp • March 20th, 2008 • Radiotelephone communications
SENIOR INTERIM LOAN GUARANTEE dated as of November 16, 2007, among ALLTEL CORPORATION, a Delaware corporation (“Parent”), certain subsidiaries of Parent from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and CITIBANK, N.A., as Administrative Agent (as defined below), and solely for the purposes of Section 3.01, ALLTEL COMMUNICATIONS, INC., a Delaware corporation (“ACI”), and ALLTEL COMMUNICATIONS FINANCE, INC., a Delaware corporation (“ACFI” and, together with ACI, the “Borrowers”).
FIRST SUPPLEMENTAL INDENTUREIndenture • March 20th, 2008 • Alltel Corp • Radiotelephone communications • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 14, 2007, among Alltel New License Sub, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of ALLTEL Communications, Inc., a Delaware corporation (“ACI”), Alltel Communications Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with ACI, the “Issuers” and each, an “Issuer”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
