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 contained in this Section
3(a).
(b) Each Stockholder agrees
not to, directly or indirectly, (i) sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of (collectively, a
“Transfer”) or enter into any agreement, option or
other arrangement with respect to, or consent to a Transfer of, or
convert or agree to convert, any or all of the Subject Shares to
any person, other than in accordance with the Merger Agreement,
except in each case for Transfers to such Stockholder’s
affiliates as agree to be bound hereby, or (ii) grant any proxies
(other than the Company proxy card in connection with the Company
Stockholders Meeting if and to the extent such proxy is consistent
with the Stockholder’s obligation
