Exhibit 10.1
VOTING AGREEMENT
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 ...