<PAGE>
EXHIBIT 10.1
EXECUTION COPY
VOTING AGREEMENT
VOTING
AGREEMENT (this "Agreement") dated as of January 9, 2005, among
ALLTEL Corporation, a corporation organized
under the laws of the State of
Delaware ("Parent"), and each person listed
on the signature page hereof as a
shareholder (each, a "Shareholder" and,
collectively, the "Shareholders").
RECITALS
A. Western
Wireless Corporation is a corporation organized under the laws
of the State of Washington (the "Company").
Each Shareholder "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
Class A Common Stock, no par value per
share, of the Company (the "Class A
Common Stock") and of Class B Common Stock,
no par value per share, of the
Company (the "Class B Common Stock" and,
together with the Class A Common Stock,
the "Common Stock") set forth opposite such
Shareholder'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
Shareholder 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, Parent,
Wigeon Acquisition LLC, a limited liability
company organized under the laws of
the State of Washington ("Merger Sub"), and
the Company are entering into an
Agreement and Plan of Merger (the "Merger
Agreement") providing for the merger
of the Company with and into Merger Sub,
with Merger Sub 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, Parent has
required that the Shareholders enter into
this Agreement, and the Shareholders
desire to enter into this Agreement to
induce Parent 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
articles of incorporation and the
Washington Business Corporation Act (the
"WBCA") applicable to a "significant
business transaction" (as defined in
Section 23B.19 of the WBCA) 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:
<PAGE>
1.
Representations and Warranties of Each Shareholder.
Each
Shareholder, jointly and severally, represents and warrants to
Parent
as follows:
(a) Authority. Such Shareholder, if not an individual, is duly
organized, validly existing and in good
standing under the laws of its
jurisdiction of incorporation or
organization (as applicable). Such Shareholder
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
Shareholder and constitutes a valid and
binding obligation of such Shareholder
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). If such
Shareholder is married and the Subject
Shares of such Shareholder constitute
community property or otherwise need
spousal or other approval for this
Agreement to be legal, valid and binding
with respect to such Subject Shares,
this Agreement has been duly authorized,
executed and delivered by, and
constitutes a valid and binding agreement
of, such Shareholder's spouse,
enforceable against such spouse 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). If such Shareholder is a trust,
no consent of any beneficiary is
required for the execution and delivery of
this Agreement or the consummation of
the transactions contemplated hereby.
(b) No Conflicts. (i) No filing by any Shareholder 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 any Shareholder
and the consummation by any Shareholder of
the transactions contemplated hereby
and (ii) none of the execution and delivery
of this Agreement by such
Shareholders, the consummation by any
Shareholder of the transactions
contemplated hereby or compliance by any
Shareholder with any of the provisions
hereof shall (A) if such shareholder is not
an individual, conflict with or
result in any breach of the organizational
documents of any Shareholder, (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 any Shareholder is a
party or by which any Shareholder 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 any
Shareholder from performing its obligations
under this Agreement.
(c) The Subject Shares. Schedule A sets forth, opposite each
Shareholder's name, the number of Subject
Shares over which such Shareholder has
record or beneficial ownership as of the
date hereof. As of the date hereof,
each Shareholder is the record or
beneficial owner of the Subject Shares denoted
as being
2
<PAGE>
owned by such Shareholder on Schedule A (or
is trustee of a trust that is the
record holder of and whose beneficiaries
are the beneficial owners of such
Subject Shares) and has the sole power to
vote (or cause to be voted) such
Subject Shares. Except as set forth on such
Schedule A, no Shareholder nor any
controlled affiliate of a Shareholder 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.
Each Shareholder has good and valid
title to the Subject Shares denoted as
being owned by such Shareholder 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 any
Shareholder from performing its obligations
under this Agreement.
(d) Reliance By Parent. Such Shareholder understands and
acknowledges that Parent is entering into,
and causing Merger Sub to enter into,
the Merger Agreement in reliance upon such
Shareholder'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 Shareholder that
questions the validity of this Agreement or
any action taken or to be taken by
such Shareholder in connection with this
Agreement.
2.
Representations and Warranties of Parent.
Parent
hereby represents and warrants to the Shareholders as follows:
(a) Due Organization, etc. Parent is duly organized, validly
existing and in good standing under the
laws of the State of Delaware. Parent
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 Parent and constitutes a
valid and binding obligation of Parent
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 Parent 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 Parent and the consummation by
Parent of the transactions contemplated
hereby and (ii) none of the execution
and delivery of this Agreement by Parent,
the consummation by Parent of the
transactions contemplated hereby or
compliance by Parent with any of the
provisions hereof shall (A) conflict with
or result in any breach of the
organizational documents of Parent, (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,
3
<PAGE>
mortgage, indenture, lease, permit,
understanding, agreement or other instrument
or obligation to which Parent is a party or
by which Parent 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 Parent from performing its
obligations under this Agreement.
(c) Reliance by the Shareholders. Parent understands and
acknowledges that the Shareholders are
entering into this Agreement in reliance
upon the execution and delivery of the
Merger Agreement by Parent.
3. Covenants of Each
Shareholder.
Until the
termination of this Agreement in accordance with Section 5,
each
Shareholder, in its capacity as such,
agrees as follows:
(a) At the Company Meeting or at any adjournment, postponement
or
continuation thereof or in any other
circumstances occurring prior to the
Company Meeting upon which a vote, consent
or other approval (including by
written consent) with respect to the Merger
and the Merger Agreement is sought ,
each Shareholder shall vote (or ca
