TAX SHARING AGREEMENT

Exhibit 10.11

TAX SHARING AGREEMENT

This Tax Sharing Agreement (the “ Agreement ”) is entered into as of November 30, 2007, by and among WINDSTREAM CORPORATION, a Delaware corporation (“ WIN ”), WINDSTREAM REGATTA HOLDINGS, INC., a Delaware corporation newly formed by WIN (“ Holdings ”), and REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, and REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “ WCAS Sub ” and together the “ WCAS Subs ”).

RECITALS

WHEREAS, as of the date hereof, WIN is the common parent of an affiliated group of domestic corporations within the meaning of Section 1504(a) of the Code, and the members of the affiliated group have heretofore joined in filing consolidated federal income Tax Returns;

WHEREAS, pursuant to the Amended and Restated Share Exchange Agreement, dated as of August 16, 2007, as subsequently amended, by and between WIN, the WCAS Subs, the Parents, and the Additional WCAS Holders (the “ Share Exchange Agreement ”), (i) WIN will contribute, or cause to be contributed, to the Division Subsidiaries all of the assets and liabilities primarily associated with the operation of the business of the Division pursuant to certain restructuring transactions, including one or more distributions and/or contributions of assets and/or equity securities (collectively, the “ Restructuring Transactions ”) and (ii) in exchange for the contribution to Holdings of all of the issued and outstanding capital stock of the Company and other assets related to the Business of the Division, Holdings will distribute to WIN the Holdings Shares and the Holdings Exchange Notes and pay to WIN the Special Dividend, all upon the terms and subject to the conditions set forth in the Share Exchange Agreement (the transactions described in this clause (ii) are collectively referred to herein as the “ Contribution ”);

WHEREAS, pursuant to the Share Exchange Agreement, on the Closing Date, WIN shall transfer to the WCAS Subs and the Additional WCAS Holders 100 percent of the Holdings Shares in exchange for shares of WIN Common Stock of which the WCAS Subs and the Additional WCAS Holders are the record and beneficial owners (the “ Exchange ”);

WHEREAS, pursuant to the Share Exchange Agreement, on the Closing Date, WIN expects to effect the exchange of the Holdings Exchange Notes for outstanding WIN debt obligations (“ WIN Notes ”) held by one or more creditors of WIN (the “ Debt Exchange ”);

WHEREAS, the Parties to this Agreement intend that the Contribution, together with the Exchange and the Debt Exchange, qualify as a tax-free reorganization under Section 368 of the Code, that the Exchange qualify as a tax-free distribution under Section 355(a) of the Code, and that the Share Exchange Agreement constitute a “plan of reorganization” within the meaning of Sections 361 and 368 of the Code; and

WHEREAS, in connection with the Exchange, the Parties desire to enter into this Agreement to provide for certain Tax matters, including the assignment of responsibility for the preparation and filing of Tax Returns, the payment of and indemnification for Taxes, entitlement to refunds of Taxes, and the prosecution and defense of any Tax Contest;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General . Capitalized terms used in this Agreement and not defined herein shall have the meanings that such terms have in the Share Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ Action ” means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court, grand jury or other Governmental Authority or any arbitrator or arbitration panel.

“ Additional WCAS Holders ” shall have the meaning specified in the Share Exchange Agreement.

“ Agreement ” shall have the meaning specified in the preamble.

“ Affiliate ” shall have the meaning specified in the Share Exchange Agreement.

“ Ancillary Agreements ” shall have the meaning specified in the Share Exchange Agreement.

“ Business Day ” or “ Business Days ” shall have the meaning specified in the Share Exchange Agreement.

“ Closing Date ” shall have the meaning specified in the Share Exchange Agreement.

“ Closing-of-the-Books Method ” shall mean the apportionment of items between portions of a Taxable period based on a closing of the books as of the end of the Closing Date, provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Taxable period.

“ Code ” shall have the meaning specified in the Share Exchange Agreement.

“ Company ” shall have the meaning specified in the Share Exchange Agreement.

“ Confidentiality Agreement ” shall have the meaning specified in the Share Exchange Agreement.

“ Contribution ” shall have the meaning specified in the recitals.

“ Damages ” shall have the meaning specified in the Share Exchange Agreement.

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“ Debt Exchange ” shall have the meaning specified in the recitals.

“ Dispute ” shall have the meaning specified in Section 2.10.

“ Dispute Date ” shall have the meaning specified in Section 2.10.

“ Disqualifying Action ” shall mean any action, including entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any transaction or series of transactions, or the failure to take any action expressly required pursuant to this Agreement, the Share Exchange Agreement or the Tax Materials (for the avoidance of doubt, including any such action or failure to take action that is pursuant to any plan, agreement, understanding or arrangement existing in whole or in part prior to the Closing Date), that would, in each case, cause an Exchange Disqualification to occur; provided , however , that, in the case of (x) the Parents and the WCAS Subs, or (y) from and after the Closing Date, Holdings and the Division Subsidiaries, the term “Disqualifying Action” shall not include (i) any action that is expressly required by the terms of the Share Exchange Agreement or any of the Ancillary Agreements, (ii) any action that would not have caused an Exchange Disqualification to occur but for a WIN Action, (iii) for the avoidance of doubt, any action taken by Holdings or any of the Division Subsidiaries prior to the Closing Date or (iv) any action taken solely to mitigate the adverse effects on the Tax-Free Status of the Transactions of a breach by Holdings or any of the Division Subsidiaries, occurring prior to the Closing Date, of a representation, warranty or covenant contained in the Share Exchange Agreement or any of the Ancillary Agreements, regardless of whether such breach or its effects continue after the Closing Date.

“ Division ” shall have the meaning specified in the Share Exchange Agreement.

“ Division Subsidiaries ” shall have the meaning specified in the Share Exchange Agreement.

“ Exchange ” shall have the meaning specified in the recitals.

“ Exchange Disqualification ” shall mean that (i) the Contribution, taken together with the Exchange and the Debt Exchange, fails to qualify as a tax-free reorganization under Section 368 of the Code; (ii) the Exchange, as such, fails to qualify as a distribution of Holdings Shares to the WCAS Subs pursuant to Section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of WIN, Holdings or the WCAS Subs, except to the extent of cash received in lieu of fractional shares; (iii) the Debt Exchange fails to constitute a transfer of qualified property to WIN’s creditors in connection with the reorganization within the meaning of Section 361(c)(3) of the Code, and/or (iv) the Special Dividend fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, but only to the extent that the Special Dividend does not exceed WIN’s tax basis in the stock of Holdings immediately prior to the Special Dividend and that WIN distributes the Special Dividend to its creditors or shareholders in connection with the Contribution.

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“ Exchange Taxes ” shall mean all Taxes (other than Transfer Taxes), as determined by a Final Determination, resulting from the Restructuring Transactions, the Contribution, the Exchange or the Debt Exchange.

“ Final Determination ” shall mean a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax law.

“ Forward Commitmen t” shall mean the conditional forward underwriting commitment (if any) among Wachovia Securities and the WCAS Subs with respect to the Holdings Exchange Notes.

“ Governmental Entity ” shall have the meaning specified in the Share Exchange Agreement.

“ Holdings ” shall have the meaning specified in the recitals.

“ Holdings Consolidated Group ” shall mean any consolidated, combined or unitary group of which Holdings is the common parent corporation.

“ Holdings Exchange Notes ” shall have the meaning specified in the Share Exchange Agreement.

“ Holdings Shares ” shall have the meaning specified in the Share Exchange Agreement.

“ IRS ” shall mean the Internal Revenue Service.

“ Maximum Yield ” shall mean the yield specified in the Forward Commitment (if any) as the maximum interest rate for the Holdings Exchange Notes.

“ Parent ” shall have the meaning specified in the Share Exchange Agreement.

“ Party ” shall mean any of WIN, Holdings or the WCAS Subs, as the context may require.

“ Person ” shall have the meaning specified in the Share Exchange Agreement.

“ Post-Closing Period ” shall mean any Taxable year or other Taxable period beginning after the Closing Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Closing Date, that part of the Taxable year or other Taxable period that begins at the beginning of the Business Day after the Closing Date.

“ Potential Disqualifying Action ” shall have the meaning specified in Section 3.2(b).

“ Pre-Closing Period ” shall mean any Taxable year or other Taxable period that ends on or before the Closing Date and, in the case of any Taxable year or other Taxable

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period that begins on or before and ends after the Closing Date, that part of the Taxable year or other Taxable period through the end of the Closing Date.

“ Restricted Period ” shall mean the two (2) year period commencing on the Closing Date.

“ Restructuring Transactions ” shall have the meaning specified in the recitals.

“ Ruling Request ” shall mean the request for the Tax-Free Reorganization Ruling, the Tax-Free Split-Off Ruling (including the Section 355(d) Ruling), the Tax-Free Debt Exchange Ruling, and the Tax-Free Special Dividend Ruling, to be submitted by WIN (and, to the extent applicable, the WCAS Subs) to the IRS.

“ Rulings ” shall mean the Tax-Free Reorganization Ruling, the Tax-Free Split-Off Ruling (including the Section 355(d) Ruling), the Tax-Free Debt Exchange Ruling and the Tax-Free Special Dividend Ruling.

“ Section 355(d) Breach ” shall mean the inaccuracy, incorrectness or incompleteness of any factual information provided to the IRS by or on behalf of any Parent or WCAS Sub or any affiliate of any Parent or WCAS Sub in connection with the Section 355(d) Ruling (including, but not limited to, the materials describing changes in the ownership of Valor Communications Group, Inc. (“Valor”) and its predecessors and the transactions related to the formation of Valor and issuances of stock of Valor prior to the merger of ALLTEL Holding Corp. with and into Valor).

“ Section 355(d) Ruling ” shall mean a private letter ruling from the IRS, explicit or implicit in the acceptance of factual (rather than legal) representations in connection with the Tax-Free Split-Off Ruling, to the effect that, in the Exchange, the WCAS Subs (determined after applying Section 355(d)(7)) will not receive 50 percent or more of the Holdings Shares in exchange for WIN Common Stock that was acquired by purchase (as defined in Section 355(d)(5) and (8)) during the five-year period (determined after applying Section 355(d)(6)) ending on the Closing Date.

“ Straddle Period ” shall mean any Taxable period commencing on or prior to, and ending after, the Closing Date.

“ Subsidiary ” shall have the meaning specified in the Share Exchange Agreement.

“ Special Dividend ” shall have the meaning specified in the Share Exchange Agreement.

“ Tax ” (and, with correlative meaning, “ Taxable ”) shall mean (i) any and all U.S. federal, state, local and foreign taxes, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, employment, workers compensation, business occupation, environmental, estimated, excise, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, withholding, social security, unemployment, disability, ad valorem, capital stock, paid in capital, recording, registration, property, real property gains, value added, business license,

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custom duties and other taxes, charges, fees, levies, imposts, duties or assessments of any kind whatsoever, imposed or required to be withheld by any Taxing Authority, including any interest, additions to Tax or penalties applicable or related thereto, (ii) any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or similar provision of state or local law), and (iii) any liability for the payment of any amount of a type described in clause (i) or clause (ii) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“ Tax Benefit ” shall mean the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation to the appropriate Taxing Authority is reduced (including by deduction, entitlement to refund, credit, or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable), and in the case of a consolidated federal income Tax Return or combined, unitary, or other similar state, local, or other income Tax Return, the amount by which the Tax liability of the affiliated group (within the meaning of Section 1504(a) of the Code) or other relevant group of corporations to the appropriate government or jurisdiction is reduced (including by deduction, entitlement to refund, credit, or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable). A Tax Benefit shall be deemed to have been realized at the time any refund of Taxes is received or applied against other Taxes due, or at the time of filing a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction, or credit is applied in reduction of Taxes which would otherwise be payable; provided , however, that, where a Party has other losses, deductions, credits, or similar items available to it, deductions, credits, or items for which the other Party would be entitled to a payment under this Agreement or a reduction in indemnity payments or other offset under the Share Exchange Agreement shall be treated as the last items utilized to produce a Tax Benefit.

“ Tax Certificates ” shall mean the certificates, in customary form, of officers of the Parties that will be provided to (i) WIN’s tax counsel in connection with the Tax-Free Reorganization Opinion, the WIN Tax-Free Split-Off Opinion and the Tax-Free Debt Exchange Opinion and (ii) WCAS Subs’ tax counsel in connection with the WCAS Subs Tax-Free Split-Off Opinion.

“ Tax Contest ” shall have the meaning specified in Section 5.1.

“ Tax-Free Debt Exchange Opinion ” shall mean a written opinion of WIN’s tax counsel, addressed to WIN and dated as of the Closing Date, in form and substance reasonably satisfactory to WIN and the WCAS Subs, to the effect that the Holdings Exchange Notes will qualify as “securities” of Holdings within the meaning of Section 361 of the Code.

“ Tax-Free Debt Exchange Ruling ” shall mean a private letter ruling from the IRS to the effect that, in general, WIN will not recognize gain or loss for federal income tax purposes in connection with the consummation of the Debt Exchange.

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“ Tax-Free Reorganization Opinion ” shall mean a written opinion of WIN’s tax counsel, addressed to WIN and dated as of the Closing Date, in form and substance reasonably satisfactory to WIN and the WCAS Subs, to the effect that the Contribution, taken together with the Exchange and the Debt Exchange, will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code.

“ Tax-Free Reorganization Ruling ” shall mean a private letter ruling from the IRS to the effect that the Contribution, taken together with the Exchange and the Debt Exchange, will qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code.

“ Tax-Free Special Dividend Ruling ” shall mean a private letter ruling from the IRS, based on customary representations by WIN, to the effect that the Special Dividend will qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code.

“ Tax-Free Split-Off Ruling ” shall mean a private letter ruling from the IRS to the effect that the Exchange, as such, will qualify as a distribution of Holdings Shares pursuant to Section 355 of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of WIN, Holdings or the WCAS Subs.

“ Tax-Free Status of the Transactions ” shall mean that (i) the Contribution, taken together with the Exchange and the Debt Exchange, qualifies as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, (ii) the Debt Exchange constitutes a transfer of qualified property to WIN’s creditors in connection with the reorganization within the meaning of Section 361(c)(3) of the Code, (iii) the Exchange, as such, qualifies as a distribution of Holdings Shares to the WCAS Subs pursuant to Section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of WIN, Holdings or the WCAS Subs, except to the extent of cash received in lieu of fractional shares, and (iv) the Special Dividend qualifies as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, to the extent that the Special Dividend does not exceed WIN’s tax basis in the stock of Holdings immediately prior to the Special Dividend and that WIN distributes the Special Dividend to its creditors or shareholders in connection with the Contribution.

“ Tax Materials ” shall have the meaning set forth in Section 2.2.

“ Tax Opinions ” shall mean the Tax-Free Reorganization Opinion, the WIN Tax-Free Split-Off Opinion, the WCAS Subs Tax-Free Split-Off Opinion and the Tax-Free Debt Exchange Opinion.

“ Tax-Related Losses ” shall have the meaning set forth in Section 2.4(b)(iii).

“ Tax Return ” shall have the meaning specified in the Share Exchange Agreement.

“ Taxing Authority ” shall have the meaning specified in the Share Exchange Agreement.

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“ Transfer Taxes ” shall mean all sales, use, privilege, transfer, documentary, stamp, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party in connection with the Exchange.

“ WCAS Subs Tax-Free Split-Off Opinion ” shall mean a written opinion of the WCAS Subs’ tax counsel, addressed to the WCAS Subs and dated as of the Closing Date, in form and substance reasonably satisfactory to WIN and the WCAS Subs, to the effect that the Exchange, as such, will qualify as a distribution of Holdings Shares pursuant to Section 355(a) of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of the WCAS Subs.

“ WIN Action ” shall mean (i) any transaction with respect to the stock or assets of WIN or the WIN Subsidiaries that occurs after the Closing Date, (ii) any failure by WIN after the Closing Date to maintain its status as a company engaged in the conduct of an active trade or business or (iii) (x) the failure of any representation made by WIN in connection with the Rulings or the Tax Opinions or any subsequent ruling or opinion in connection with the Exchange, in each case with respect to WIN or the businesses conducted by WIN or the plans, proposals, intentions and policies of WIN after the Closing Date, to have been true and correct in all material respects when made, or (y) the failure by WIN or the WIN Subsidiaries to comply with any covenant made by WIN in connection with the Rulings or the Tax Opinions or any subsequent ruling or opinion in connection with the Exchange.

“ WIN Common Stock ” shall have the meaning specified in the Share Exchange Agreement.

“ WIN Consolidated Group ” shall mean any consolidated, combined or unitary group (i) of which WIN is the common parent corporation at any time or (ii) that otherwise included Holdings or any of the Division Subsidiaries for any Pre-Closing Period.

“ WIN Notes ” shall have the meaning specified in the recitals.

“ WIN Subsidiaries ” shall mean all direct and indirect Subsidiaries of WIN, other than Holdings and the Division Subsidiaries.

“ WIN Tax-Free Split-Off Opinion ” shall mean a written opinion of WIN’s tax counsel, addressed to WIN and dated as of the Closing Date, in form and substance reasonably satisfactory to WIN and the WCAS Subs, to the effect that the Exchange will qualify as a distribution of Holdings Shares pursuant to Section 355 of the Code, pursuant to which no gain or loss will be recognized for federal income tax purposes by any of WIN or Holdings.

“ WLM ” shall have the meaning specified in the Share Exchange Agreement.

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The word “including” when used in this Agreement shall be deemed to be

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followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words “hereof”, “hereby”, and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II

TAX RETURNS AND TAX PAYMENTS

Section 2.1 Obligations to File Tax Returns .

(a) Except as provided herein, WIN shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include Holdings or any of the Division Subsidiaries or that otherwise relate to the Division for any Pre-Closing Period. Holdings, on behalf of itself and each Division Subsidiary, hereby irrevocably authorizes and designates WIN as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Tax Return and for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of any such Tax Return. Except as otherwise provided herein, WIN shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which WIN bears responsibility under this Section 2.1(a) and to determine whether any refunds of such Taxes to which the WIN Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the WIN Consolidated Group.

(b) Except as provided herein, Holdings shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include Holdings or any of the Division Subsidiaries or that otherwise relate to the Division for any Post-Closing Period. Except as otherwise provided herein, Holdings shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which Holdings bears responsibility under this Section 2.1(b) and to determine whether any refunds of such Taxes to which the Holdings Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the Holdings Consolidated Group.

(c) To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include Holdings or any of the Division Subsidiaries or that otherwise relate to the Division are filed, the Parties shall cause the current Taxable period of Holdings or any Division Subsidiary to end at the end of the Closing Date.

(d) Except as provided herein, WIN shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include Holdings or any of the Division Subsidiaries or that otherwise relate to the Division for any Straddle Period. No later than sixty (60) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), WIN shall submit or cause to be submitted to Holdings a draft of such Straddle Period Tax Return for Holdings’ review. WIN shall make or cause to be made any and all changes to such Tax Return reasonably requested by Holdings, to the extent that such changes do not increase the amount of Tax for which WIN is

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responsible hereunder and shall consider, in good faith, other changes reasonably requested by Holdings; provided , however, that Holdings must submit to WIN its proposed changes to such Tax Return in writing within thirty (30) Business Days of receiving such Tax Return.

Section 2.2 Manner of Preparation . Unless and until there has been a Final Determination to the contrary, all Tax Returns of or that include Holdings, any of the Division Subsidiaries, WIN, the WCAS Subs, the Parents, or any of their respective Subsidiaries shall be prepared in a manner that is consistent with (A) the Ruling Request, (B) the Rulings, (C) the Tax Opinions, (D) the Tax Certificates, and (E) any other materials delivered or deliverable in connection with the issuance of the Rulings and the rendering of the Tax Opinions