TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 2nd, 2006 • Alltel Corp • Radiotelephone communications • Delaware
This Transition Services Agreement (this “Agreement”), dated as of ___, 2006 (the “Signing Date”), is entered between ALLTEL Corporation., a Delaware corporation (“AT Co.”), and Alltel Holding Corp, a Delaware corporation and wholly-owned subsidiary of AT Co. (“Spinco”).
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN ALLTEL CORPORATION AND ALLTEL HOLDING CORP. DATED AS OF DECEMBER 8, 2005Employee Benefits Agreement • May 2nd, 2006 • Alltel Corp • Radiotelephone communications
This EMPLOYEE BENEFITS AGREEMENT (this “Agreement”), dated as of December 8, 2005, is by and between Alltel Corporation, a Delaware corporation (“Alltel”), and Alltel Holding Corp., a newly formed Delaware corporation and a wholly owned subsidiary of Alltel (“Spinco”).
Consulting AgreementConsulting Agreement • May 2nd, 2006 • Alltel Corp • Radiotelephone communications • Delaware
This Consulting Agreement (this “Agreement”) is entered into between ALLTEL Holding Corp. (“Newco”) and John J. Mueller (“Mueller”), who will serve under this Agreement as an independent contractor following completion of the pending merger of Newco and Valor Communications Group, Inc. (“Valor”) pursuant to the terms of the Agreement and Plan of Merger, dated as of December 8, 2005 (the “Merger Agreement”), among ALLTEL Corporation, Newco and Valor (the “Merger”). Following the Merger, Newco wishes to encourage Mueller’s future efforts on behalf of the combined organization resulting from the Merger (“Windstream”), contingent upon the consummation of the Merger and subject to the terms and conditions of this Agreement. This Agreement shall be binding on the successors of ALLTEL Holding Corp. and Valor (which successor resulting from the Merger is referred to herein as Windstream).
February 15, 2006 Grant Raney Valor Communications Group, Inc. 201 E. John Carpenter Freeway, Suite 200 Irving, TX 75062 Dear Grant:Alltel Corp • May 2nd, 2006 • Radiotelephone communications • Delaware
As you know, ALLTEL Holding Corp. and Valor Communications Group, Inc. have agreed to merge their businesses pursuant to the terms of the Agreement and Plan of Merger, dated as of December 8, 2005 (the “Merger Agreement”), among ALLTEL Corporation, ALLTEL Holding Corp., and Valor Communications Group, Inc. (the “Merger”). In connection with the Merger, we wish to encourage your continued service with the combined organization (the “Company”), contingent upon the consummation of the Merger and subject to the terms and conditions of this letter agreement (this “Letter Agreement”).
