FACILITIES COMMITMENT LETTER

Exhibit 10.6

Private and Confidential

ALLTEL Corporation
Senior Secured Credit Facilities
Commitment Letter

Ladies and Gentlemen:

     You have advised J.P. Morgan Securities Inc. (“ JPMorgan ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ” and, together with JPMorgan, the “ Lead Arrangers ”), JPMorgan Chase Bank, N.A. (“ JPMCB ”) and Merrill Lynch Capital Corporation (“ MLCC ” and, together with JPMCB, the “ Lead Lenders ”) that you (“ Alltel ”) have formed a new wholly-owned subsidiary, ALLTEL Holding Corp., a Delaware corporation (“ Spinco ”), to which you intend to contribute (the “ Contribution ”) all of the assets, liabilities and operations of Alltel’s wireline segment and the majority of Alltel’s communication support services segment (collectively, the “ Business ”) in exchange for all of the outstanding capital stock of Spinco and up to $1.5 billion of senior notes of Spinco (the “ Distributed Notes ”) . You will then distribute all of the capital stock of Spinco to your shareholders (the “ Spinoff ”), and immediately thereafter Spinco will merge (the “ Merger ”) with and into Valor Communications Group, Inc., a Delaware corporation (“ Merger Partner ” and, following such merger, “ Wireline ” and, together with its subsidiaries, the “ Wireline Companies ”). Immediately prior to the Spinoff and Merger, Spinco intends to enter into new senior secured credit facilities in an aggregate amount of up to $4.2 billion (the “ Facilities ”), comprised of term loan facilities in an aggregate amount of up to $3.7 billion (the “ Term Facilitie s”) and a revolving credit facility of $500 million (the “ Revolving Credit Facility ”). The proceeds of the Term Facilities will be used to finance a $2.4 billion dividend payment to Alltel (the “ Dividend ”) and, to the extent not refinanced with proceeds from the issuance of Refinancing Notes referred to below, to refinance approximately $81 million of Alltel’s outstanding bonds (including the payment of related premiums and tender costs), up to $400 million of Merger Partner’s outstanding bonds and Merger Partner’s existing bank

facility identified on Schedule 2 hereto (collectively, the “ Refinancing ”). You may also elect that a portion of the Refinancing be financed with the proceeds from a Rule 144A or public offering of up to $800 million of senior notes by Merger Partner or Wireline or one of their respective subsidiaries (the “ Refinancing Notes ” and, together with the Distributed Notes, the “ Notes ”), in which case the Term Facilities will be reduced dollar-for-dollar. Each of the Lead Arrangers (and/or one or more of their affiliates) expects (but is not obligated) to enter into an exchange agreement with Alltel, pursuant to which the Lead Arrangers (and/or such affiliates) will exchange (the “ Exchange ”) certain debt of Alltel held by them for the Distributed Notes, in which case the Lead Arrangers (and/or such affiliates) will subsequently offer and sell all or a portion of the Distributed Notes in a public or private offering.

     The Contribution, the entering into and funding of the Facilities, the issuance and sale of any Refinancing Notes, the payment of the Dividend, the Spinoff, the Merger, the Refinancing, the Exchange (if any), the resale of the Distributed Notes and all related transactions are hereinafter collectively referred to as the “ Transaction ”. The sources and uses for the financing for the Transaction are as set forth in Schedule 1 hereto. Immediately after the Transaction, the Wireline Companies will not have any indebtedness, except as set forth in Schedule 2 hereto. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Term Sheet (as defined below).

     This commitment letter (together with all exhibits and schedules hereto, the “ Commitment Letter ”) will confirm the understanding and agreement among Alltel, the Lead Arrangers and the Lead Lenders in connection with the Facilities. If you accept this Commitment Letter as provided below, the date of the initial funding under the Facilities will be referred to herein as the “ Closing Date ”.

     In connection with the foregoing, you have requested that (a) JPMorgan and Merrill Lynch agree to structure, arrange and syndicate the Facilities, and (b) each of JPMCB and MLCC severally commit to provide 50% of the Facilities.

     JPMorgan and Merrill Lynch are pleased to advise you that they are willing to act as the exclusive lead arrangers and bookrunners for the Facilities. Furthermore, each of JPMCB and MLCC is pleased to advise you of its several commitment to provide up to 50% of the Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summaries of Terms and Conditions attached hereto as Exhibits A and B (together, the “ Term Sheet ”).

     It is agreed that JPMorgan and Merrill Lynch will act as the sole and exclusive Lead Arrangers and Joint Bookrunners for the Facilities, and each will, in such capacity, perform the duties and exercise the authority customarily performed and exercised by it in such roles, including selecting counsel for the Lenders and negotiating the definitive documentation with respect to the Facilities (the “ Credit Documentation ”). Prior to the Closing Date, the parties will agree on a financial institution to act as the sole and exclusive administrative and collateral agent for the Facilities (in such capacity, the

“ Administrative Agent ”). You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree (including in each case as to the role, if any, of any such person with respect to the Facilities).

     We intend to syndicate the Facilities (including, in our discretion, all or part of the Lead Lenders’ commitments hereunder) to a group of financial institutions and other entities (collectively, together with the Lead Lenders, the “ Lenders ”) identified by us in consultation with you. The Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to (and to use your commercially reasonable efforts to cause Merger Partner to) actively assist the Lead Arrangers in completing a timely syndication reasonably satisfactory to them. Such assistance shall include (a) using your commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships and those of Merger Partner and its affiliates, (b) causing Spinco (and using commercially reasonable efforts to arrange for Merger Partner) to provide direct contact between senior management and advisors of Spinco and Merger Partner and the proposed Lenders, (c) assisting (and causing your management and advisors to assist and using your commercially reasonable efforts to cause Merger Partner and its management and advisors assist) in the preparation of a Confidential Information Memorandum and other marketing materials (the contents of which (x) prior to the Merger, you, Merger Partner and Spinco, and (y) following the Merger, the Wireline Companies, shall be solely responsible for) to be used in connection with the syndication, (d) the hosting, with the Lead Arrangers, of one or more meetings of prospective Lenders and (e) obtaining, at your expense, a monitored public rating of each of the Facilities and the Distributed Notes and the Refinancing Notes from each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services at least 15 business days prior to the Closing Date and actively participating in the process of securing such ratings.

     As Lead Arrangers, JPMorgan and Merrill Lynch will manage all aspects of the syndication in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders (which are not likely to be pro rata across the Facilities among Lenders) and the amount and distribution of fees among the Lenders. In acting as the Lead Arrangers, JPMorgan and Merrill Lynch will have no responsibility other than to arrange the syndication of the Facilities (including to comply with the provisions contained herein with respect thereto). To assist the Lead Arrangers in their syndication efforts, you agree to (and to use your commercially reasonable efforts to cause Merger Partner to) promptly prepare and provide to the Lead Arrangers and the Lead Lenders all information with respect to Spinco, Merger Partner and their respective subsidiaries and the Transaction and any other transactions contemplated hereby, including all financial information and projections (the “ Projections ”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and covenant that (a) all information other than the Projections (the “ Information ”) that has been or will be

made available to any Lead Arranger or any Lead Lender by you or any of your representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to any Lead Arranger or any Lead Lender by you or any of your representatives have been or will be prepared in good faith based upon assumptions you believe to be reasonable. If, at any time from the date hereof until the Closing Date (and, if requested by us, for such reasonable period thereafter as may be necessary to complete the syndication of the Facilities), any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were being furnished (and such representation and warranty was being made) at such time, then you will promptly supplement the Information and the Projections as reasonably necessary so that such representations and warranties will be correct under those circumstances. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections without (and we shall have no responsibility for) independent verification thereof. Each of the Lead Arrangers and the Lead Lenders may (i) assign its rights and obligations under this Commitment Letter (including, in the case of a Lead Lender, its commitment hereunder) to any of its affiliates without the prior written consent of the other parties hereto and/or (ii) perform any services hereunder through any of its affiliates (in which case each such affiliate will be entitled to the benefits of this Commitment Letter with respect to the services performed by it).

     You hereby acknowledge that (a) the Lead Arrangers will make available Information and Projections to the proposed syndicate of Lenders through posting on IntraLinks or another similar electronic system and (b) certain of the proposed Lenders may be “public-side” Lenders ( i.e., Lenders that do not wish to receive material non-public information with respect to Alltel, Spinco, Merger Partner or any of their affiliates) (each, a “ Public Lender ”). You hereby agree that: (i) you will use commercially reasonable efforts to identify that portion of the Information and Projections that may be distributed to the Public Lenders and include a reasonably detailed term sheet in such Information and that all of the foregoing that is to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”; (ii) by marking materials “PUBLIC,” you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such materials as not containing any material non-public information with respect to Alltel, Spinco, Merger Partner or any of their affiliates for purposes of United States federal and state securities laws (it being understood that certain of such materials may be subject to the confidentiality requirements of the Credit Documentation (as defined below)); (c) all materials marked “PUBLIC” are permitted to be made available by electronic means designated “Public Investor;” and (d) the Lead Arrangers shall be entitled to treat any materials that are not marked “PUBLIC” as being suitable only for posting by electronic means not designated for “Public Lenders”.

     As consideration for the Lead Lenders’ commitments hereunder and the Lead Arrangers’ agreements to perform the services described herein, you agree to pay to

JPMorgan, Merrill Lynch, JPMCB and MLCC the nonrefundable fees set forth in Annex I to the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith (the “ Fee Letter ”).

     The Lead Lenders’ commitments hereunder and the Lead Arrangers’ agreements to perform the services described herein are subject to:

     (a) there not having been, since September 30, 2005, any state of facts, change, development, event, effect, condition or occurrence that, individually or in the aggregate, (i) is materially adverse to the business, assets, properties, liabilities or condition (financial or otherwise) of (x) Spinco and its subsidiaries or (y) Merger Partner and its subsidiaries, in each case taken as a whole, or directly or indirectly prevents or materially impairs or delays the ability of Spinco or Merger Partner to perform its obligations under the Merger Agreement; excluding any facts, events, changes, effects or developments (A) generally affecting the rural, regional or nationwide wireline voice and data industry in the United States or in other countries in which such person or its subsidiaries conduct business, including regulatory and political developments and changes in law or generally accepted accounting principles, (B) generally affecting the economy or financial markets in the United States or in other countries in which such person or its subsidiaries conduct business, or (C) resulting from the announcement of the Merger or the taking of any action required by the Merger Agreement or related agreements in connection with the Merger (including any decrease in customer demand, any reduction in revenues, any disruption in supplier, partner or similar relationships, or any loss of employees) or (ii) materially and adversely affects (x) the ability of Spinco or Merger Partner to perform its obligations under the Credit Documentation or (y) the rights and remedies of the Lenders under the Credit Documentation;

     (b) our not becoming aware after the date hereof of any information or other matter affecting Spinco, Merger Partner, any of their respective subsidiaries, the Transaction or any other transaction contemplated hereby which is inconsistent in a material and adverse manner with any such information or other matter disclosed to us prior to the date hereof;

     (c) after the date hereof and until the successful syndication of the Facilities (as defined in the Fee Letter), none of Alltel, Spinco, Merger Partner or any of their respective subsidiaries shall have syndicated or issued or announced or authorized the announcement of, any debt facility or debt security of any of them (including renewals thereof) other than (x) any such facility or security by Alltel and its subsidiaries (other than Spinco and its subsidiaries) that would not reasonably be expected to impair the syndication of the Facilities in any material respect, and (y) the Facilities, the Distributed Notes or the Refinancing Notes;

     (d) the Lead Arrangers having been afforded a period of 15 consecutive business days (or more if mutually agreed) following the launch of

the general syndication of the Facilities and immediately prior to the date of execution of the Credit Documentation to syndicate the Facilities;

     (e) the negotiation, execution and delivery on or before December 8, 2006 of Credit Documentation satisfactory to us and our counsel; and

     (f) the other conditions set forth or referred to in the Term Sheet.

The terms and conditions of any Lead Lender’s commitment hereunder and of the Facilities are not limited to those set forth herein and in the Term Sheet. Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of the Lead Lenders, the Lead Arrangers and you.

     You agree (a) to indemnify and hold harmless each of the Lead Arrangers, the Administrative Agent, the Lead Lenders, the other Lenders that have provided commitments to provide any portion of the Facilities and their respective affiliates, and the respective officers, directors, employees, advisors and agents of such persons, (each, an “ indemnified person ”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter (including the performance of services hereunder), the Term Sheet, the Fee Letter, the Facilities (including the loans thereunder and the use of the proceeds thereof), the Refinancing Notes or any other aspect of the Transaction or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto or whether any of the Transactions are consummated or this Commitment Letter is terminated, and to reimburse each indemnified person upon demand for any reasonable legal or other expenses incurred in connection with investigating, preparing for or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to (i) any losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such indemnified person or (ii) any losses incurred in connection with the Exchange, and (b) to reimburse each of the Lead Arrangers, the Lead Lenders and their respective affiliates on demand for all reasonable out-of-pocket expenses (including reasonable due diligence expenses, reasonable syndication expenses, reasonable consultant’s fees and expenses (if applicable), reasonable appraisal and valuation fees and expenses, reasonable travel expenses, reasonable audit fees, search fees, filing and recording fees, and reasonable fees, charges and disbursements of counsel (including any local or regulatory counsel) and any sales, use or similar taxes (and any additions to such taxes) related to any of the foregoing) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter and the Credit Documentation) or the administration, amendment, modification, waiver or enforcement thereof, whether or not such fees and expenses are incurred before or after the date hereof or any Credit Documentation is entered into or the Transaction is consummated or any extensions of credit are made under the Facilities or this Commitment Letter is terminated or expires. No indemnified person shall be liable (and

you agree not to assert any claim against any indemnified person) for any damages arising from the use by others of Information, Projections or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such indemnified person, or for any special, indirect, consequential, punitive or exemplary damages on any theory of liability in connection with this Commitment Letter (including the performance of services hereunder), the Fee Letter, the Term Sheet, the Facilities or its activities related to any of the foregoing.

     You agree that, without our prior written consent, neither you nor any of your affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any other indemnified person is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (a) includes an unconditional written release in form and substance reasonably satisfactory to the indemnified persons of each indemnified person from all liability arising out of such claim, action or proceeding and (b) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified person.

     This Commitment Letter shall not be assignable by you without the prior written consent of each of the Lead Lenders and the Lead Arrangers (and any purported assignment without such consent shall be null and void) and, except as expressly provided with respect to indemnification, is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each of the Lead Lenders and the Lead Arrangers. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Facilities and set forth our entire understanding with respect thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.

     You irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in the City of New York over any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Term Sheet or the Transaction. You irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. You agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any other courts

to whose jurisdiction you are or may be subject, by suit upon judgment. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Commitment Letter (including the Term Sheet), the Fee Letter, the Transaction or any other transaction contemplated hereby or thereby (whether based on contract, tort or any other theory).

     This Commitment Letter is delivered to you on the understanding that, unless otherwise agreed to in writing by each of the Lead Lenders and the Lead Arrangers, neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person, except (a) on a confidential basis to your and Merger Partner’s respective officers, directors, agents and advisors who are directly involved in the consideration of this matter and has need to know, (b) as may be requested by any taxing authority in connection with its evaluation of the tax treatment of the Spinoff and other aspects of the Transaction or any other related transaction or (c) as may be compelled in a judicial or administrative proceeding or as otherwise required by law; provided that you agree (i) to inform us promptly upon any disclosure (and, to the extent you are permitted to do so under applicable law, any request therefor) under clause (b) or (c) above and to cooperate with us in securing a protective order in the event of compulsory disclosure and (ii) that any disclosure made pursuant to public filings shall be subject to our prior review; and provided further that, following your execution and delivery of this Commitment Letter and the Fee Letter, you may disclose this Commitment Letter and the Term Sheet and their terms and substance (but not the Fee Letter or its terms or substance). You agree to take such actions as shall be necessary to prevent the Fee Letter from becoming publicly available except as otherwise required by law and to permit the applicable Lead Arranger or Lead Lender to review and approve any reference to it or any of its affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. You further agree that any Lead Arranger or Lead Lender or any of their respective affiliates may, at its own expense, publicly announce as such person may choose the capacities in which it or its affiliates have acted hereunder. N