EX-10.6



 







Exhibit 10.6




	 	 	 
	J.P. Morgan Securities Inc.
	 	Merrill Lynch, Pierce, Fenner & Smith
	 
	 	Incorporated
	 	 	 
	JPMorgan Chase Bank, N.A.
	 	Merrill Lynch Capital Corporation
	 	 	 
	 
	 	December 8, 2005






Private and Confidential




	 	 	 
	ALLTEL Corporation
	One Allied Drive
	Little Rock, AR 72202
	Attention:

	 	Jeffrey R. Gardner
	 

	 	Chief Financial Officer






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 Facilities”) 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



2









 







“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



3









 







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



4









 







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



5









 







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



6









 







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



7









 







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. Notwithstanding anything herein to
the contrary, any of you, Spinco and Merger Partner (and any employee, representative or other
agent of any such person) may disclose to any and all persons, without limitation of any kind, the
U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax structure. However, no disclosure of any
information relating to such tax treatment or tax structure may be made to the extent nondisclosure
is reasonably necessary in order to comply with applicable securities laws.



     You acknowledge that the Lead Arrangers and the Lead Lenders may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in
respect of which you, Spinco and/or Merger Partner may have conflicting interests regarding the
transactions described herein and otherwise. None of the Lead Arrangers or the Lead Lenders will
use confidential information obtained from you by virtue of the transactions contemplated by this
Commitment Letter or its other



8









 







relationships with you in connection with the performance by such Lead Arranger or Lead Lender
of services for other companies, and none of the Lead Arrangers or the Lead Lenders will furnish
any such information to other companies. You also acknowledge that the Lead Arrangers and the Lead
Lenders do not have any obligation to use in connection with the transactions contemplated by this
Commitment Letter, or to furnish to you, confidential information obtained from other companies.



     In connection with the transactions provided for hereunder with respect to the Facilities, you
acknowledge and agree (on your own behalf and on behalf of your affiliates) that (i) each such
transaction is an arm’s-length commercial transaction between Alltel, Spinco, Merger Partner and/or
their respective affiliates, on the one hand, and the Lead Arrangers and/or the Lead Lenders, on
the other hand, (ii) the Lead Arrangers and the Lead Lenders will act solely as principals and not
as agents or fiduciaries of Alltel, Spinco, Merger Partner or any of their stockholders,
affiliates, creditors, employees or any other person in connection with such transactions and the
process leading thereto, (iii) no Lead Arranger or Lead Lender will assume an advisory or fiduciary
responsibility in favor of Alltel, Spinco, Merger Partner or any of their affiliates with respect
to any such transaction or the process leading thereto (irrespective of whether any Lead Arranger
or any Lead Lender has advised or is currently advising any such person on other matters, including
without limitation in connection with the Spinoff and the Merger), and, except as expressly set
forth in this Commitment Letter, the Term Sheet and the Fee Letter, no Lead Arranger or Lead Lender
will have any obligation to Alltel, Spinco, Merger Partner, Wireline or any of their affiliates
with respect to any such transaction, (iv) the Lead Arrangers, the Lead Lenders and their
affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of Alltel, Spinco, Merger Partner and their affiliates, and (v) the Lead Arrangers and the
Lead Lenders have not provided, and will not provide, any legal, accounting, regulatory or tax
advice with respect to any such transaction, and Alltel, Spinco, Merger Partner and their
affiliates have consulted, and will consult, their own legal, accounting, regulatory, and tax
advisors to the extent they deem appropriate. You hereby waive and release, to the fullest extent
permitted by law, any claims that you may have against any Lead Arranger or any Lead Lender with
respect to any breach or alleged breach of fiduciary duty arising out of the transactions provided
for hereunder with respect to the Facilities.



     We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of
Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), the Lenders may be required
to obtain, verify and record information that identifies you, Spinco and Merger Partner, which
information includes the name, address and tax identification number and other information
regarding such person that will allow such Lender to identify them in accordance with the Patriot
Act. This notice is given in accordance with the requirements of the Patriot Act and is effective
as to the Lenders.



     As soon as practicable after the date hereof, but in no event later than the date of execution
of the Merger Agreement (as defined in the Term Sheet), you will cause each of Spinco and Merger
Partner (on its own behalf and on behalf of each of its subsidiaries) to assume in writing and
become jointly and severally liable for all of your obligations



9









 







hereunder and under the Fee Letter. Following the funding of the Term Facilities and the
consummation of the Spinoff, the Merger and the Exchange (if any) on the terms contemplated hereby
and by the Fee Letter (and payment to the Lead Arrangers and the Lead Lenders of any applicable
fees and expenses), and assumption in writing by the other Wireline Companies of the obligations
hereunder and under the Fee Letter, Alltel and each of its subsidiaries at such time shall be
released from any and all liabilities or obligations (financial or otherwise) arising hereunder or
in any away related to the transactions contemplated hereunder. For purposes of clarification,
nothing in this Commitment Letter, the Term Sheet, the Fee Letter or in any documentation executed
in connection herewith or therewith or with the transactions contemplated hereby and thereby shall
prohibit or otherwise impede, in any manner, Alltel or any of its subsidiaries (other than Spinco
and its subsidiaries) from entering into (or attempting to enter into), or engaging in discussions
with any person regarding, any financing arrangement or offering of securities that would not
reasonably be expected to impair the syndication of the Facilities in any material respect and that
is not required to consummate, or issued in connection with, the Transaction.



     Each of the Lead Arrangers and/or its affiliates have been retained as financial advisors to
Alltel and its affiliates (in such capacity, the “Financial Advisors”) in connection with the
Transaction. Each party hereto agrees not to assert any claim that might be alleged based on any
actual or potential conflicts of interest that might be asserted to arise from, on the one hand,
the engagement of the Financial Advisors and, on the other hand, our and our affiliates’
relationships with all parties hereunder and under the Fee Letter as described and referred to
herein.



     The Lead Lenders’ commitments hereunder shall terminate in their entirety on the earliest to
occur of (a) December 8, 2006 if the Closing Date does not occur on or prior thereto, (b) the date
of termination of the Merger Agreement (as defined in Exhibit B hereto) in accordance with its
terms, and (c) the execution of the Credit Documentation. The compensation, reimbursement,
indemnification, assignment and confidentiality provisions contained herein and in the Fee Letter
shall remain in full force and effect regardless of whether the Credit Documentation shall be
executed and delivered and notwithstanding the termination of this Commitment Letter or any Lead
Lender’s commitment hereunder. In addition, your obligations and agreements with respect to
syndication (including as to Information and Projections) shall remain in full force and effect
until the later of the Closing Date and the completion of a successful syndication of the
Facilities (as defined in the Fee Letter).



     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the
terms hereof and of the Term Sheet and the Fee Letter by returning to us executed counterparts
hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 8, 2005.
The Lead Lenders’ commitments and the Lead Arrangers’ agreements herein will expire at such time
unless at or prior to such time you shall have returned to us such executed counterparts.



10









 





     JPMorgan, Merrill Lynch, JPMCB and MLCC are pleased to have been given the opportunity to
assist you in connection with this important financing.



	 	 	 	 	 
	 	Very truly yours,





J.P. MORGAN SECURITIES INC.

 	 
	


	 	By:  	/s/
Robert Dorr	 
	 	 	Name:  	Robert Dorr	 
	 	 	Title:  	Vice President	 
	 
	






	 	 	 	 	 
	 	MERRILL LYNCH, PIERCE, FENNER 

     & SMITH INCORPORATED

 	 
	


	 	By:  	/s/
Stephen B. Par	 
	 	 	Name:  	Stephen B. Par	 
	 	 	Title:  	Managing Director	 
	 
	






	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	


	 	By:  	/s/
Bernard J. Lillis	 
	 	 	Name:  	Bernard J. Lillis	 
	 	 	Title:  	Managing Director	 
	 
	






	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	


	 	By:  	/s/
Stephen B. Par	 
	 	 	Name:  	Stephen B. Par	 
	 	 	Title:  	Vice President	 
	 
	






Accepted and agreed to as of

the date first written above by:




	 	 	 	 	 
	ALLTEL CORPORATION	 	 
	 
	 	 	 	 
	


	By:
	 	/s/ Jeffrey R. Gardner	 	 
	 

	 	

Name: Jeffrey R. Gardner
	 	
	 

	 	Title:  EVP, Chief Financial Officer	

	








 









 





Exhibit A




SENIOR SECURED CREDIT FACILITIES




Summary of Terms and Conditions





     Capitalized terms not otherwise defined herein have the same meanings as
specified therefor in the Commitment Letter to which this Exhibit A is attached.



	 	 	 	 	 
	I.

	 	Parties	 	 
	 
	 	 	 	 
	 

	 	Borrower:
	 	ALLTEL Holding Corp., a Delaware corporation (“Spinco”) and wholly-owned
subsidiary of ALLTEL Corporation (“Alltel”), prior to the merger (the “Merger”) of
Spinco with and into Valor Communications Group. Inc., a Delaware corporation (“Merger
Partner”), and, after the Merger, the surviving corporation (“Wireline”). The
Borrower and its subsidiaries are collectively referred to herein as the “Wireline
Companies”.
	 
	 	 	 	 
	 

	 	Guarantors:
	 	Each of the Borrower’s present and future direct and indirect domestic
subsidiaries and each subsidiary that guarantees the Refinancing Notes, the Distributed
Notes or any other debt obligations of the Borrower, will guarantee (each, a
“Guarantee”, and such subsidiaries, the “Guarantors”) the Borrower’s obligations under
(x) the Facilities and (y) cash management agreements (the “Secured Cash Management
Agreements”) and (to the extent relating to the Loans) interest rate protection
agreements (the “Secured Hedge Agreements”), in each case entered into with a person
that is, or was at the time such agreement was entered into, a Lender or an affiliate
of a Lender, up to the maximum amount possible without violating applicable fraudulent
conveyance laws.
	 
	 	 	 	 
	 

	 	Sole and Exclusive
Lead Arrangers and
Joint Bookrunners:
	 	J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch & Co.
(collectively, in such capacity, the “Lead Arrangers”).
	 
	 	 	 	 
	 

	 	Administrative Agent
and Collateral
Agent:
	 	A financial institution to be determined (in such capacity,
the “Administrative Agent”).






 









 






	 	 	 	 	 
	 

	 	Lenders:
	 	A syndicate of financial institutions and other entities, including JPMorgan Chase
Bank, N.A. (“JPMCB”) and Merrill Lynch Capital Corporation (together, the “Lead
Lenders”), identified by the Lead Arrangers in consultation with the Borrower
(collectively, the “Lenders”).
	 
	 	 	 	 
	II.	 	Revolving Credit Facility
	 
	 	 	 	 
	 

	 	Type and Amount of Facility:
	 	Five-year revolving credit facility
(the “Revolving Credit Facility”) in a principal amount of $500 million (the loans thereunder, the
“Revolving Credit Loans”).
	 
	 	 	 	 
	 

	 	Availability:
	 	The Revolving Credit Facility shall be available on a revolving basis during
the period commencing on and after the Closing Date and ending on the fifth anniversary
thereof (the “Revolving Credit Termination Date”), except that Borrowings under the
Revolving Credit Facility will only be permitted on the Closing Date as specified on
Schedule 1 to the Commitment Letter.
	 
	 	 	 	 
	 

	 	Letters of Credit:
	 	A portion of the Revolving Credit Facility not in excess of $30 million
shall be available for the issuance of letters of credit ( “Letters of Credit”) by
JPMCB and other financial institution(s) to be agreed (each, in such capacity, the
“Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier
of (a) one year after the date of issuance and (b) five business days prior to the
Revolving Credit Termination Date, provided that any Letter of Credit with a one-year
tenor may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in clause (b) above).
	 
	 	 	 	 
	 

	 	 	 	Drawings under any Letter of Credit shall be reimbursed by
the Borrower (whether with its own funds or with the proceeds
of Revolving Credit Loans) on the same business day. To the
extent that the Borrower does not so reimburse the Issuing
Lender, the Lenders under the Revolving Credit Facility shall
be irrevocably and unconditionally obligated to reimburse the
Issuing Lender on a pro rata basis.
	 
	 	 	 	 
	 

	 	Maturity:
	 	The Revolving Credit Termination Date.
	 
	 	 	 	 
	 

	 	Purpose:
	 	The proceeds of the Revolving Credit Loans and Letters of Credit shall be used to
pay fees and expenses in connection






A-2









 






	 	 	 	 	 
	 

	 	 	 	with the Transaction and for working capital and other
general corporate purposes of the Wireline Companies.






	 	 	 	 	 
	III.

	 	Term Loan Facilities	 	 
	 
	 	 	 	 
	 

	 	Type and Amount of
Facilities:
	 	Term loan facilities in an aggregate principal amount of up
to $3.7 billion (the loans thereunder, the “Term Loans” and, together with the
Revolving Credit Loans, the “Loans”), consisting of subfacilities in the following
amounts:







	 	(i)	 	Tranche A Term Facility — up to $500 million;
	 
	 	(ii)	 	Tranche B Term Facility — up to $2.8 billion; and
	 
	 	(iii)	 	Tranche C Term Facility — up to $400 million





	 	 	 	 	 
	 

	 	 	 	The Tranche A and/or Tranche B Term Facility will be reduced
or, if applicable, prepaid dollar-for-dollar by the principal
amount of any Refinancing Notes issued on or after the
Closing Date.
	 
	 	 	 	 
	 

	 	Availability:
	 	The Tranche A and Tranche B commitments will expire at the close of business
on the Closing Date. The Tranche C commitments will be available for a period of 4
months after the Closing Date for the purposes described below.
	 
	 	 	 	 
	 

	 	Maturity:
	 	Tranche A Term Loans — 5 years.
	 

	 	 	 	Tranche B Term Loans — 7 years.
	 

	 	 	 	Tranche C Term Loans — 5 years.
	 
	 	 	 	 
	 

	 	Purpose:
	 	The proceeds of the Tranche A Term Loans and the Tranche B Term Loans shall be used
to finance a $2.4 billion dividend payment to Alltel and to refinance Merger Partner’s
existing bank facility identified on Schedule 2 to the Commitment Letter and
approximately $81 million of Alltel’s outstanding bonds. The proceeds of the Tranche C
Term Loans shall be used to purchase any of Merger Partner’s outstanding bonds that are
tendered pursuant to the terms thereof.
	 
	 	 	 	 
	IV.

	 	Security
	 	The Borrower’s obligations under the Facilities, the Secured Cash Management
Agreements and (to the extent relating to the Loans) the Secured Hedge Agreements will be
secured by perfected first-priority liens on (i)






A-3









 






	 	 	 	 	 
	 

	 	 	 	substantially all of its personal property assets, including
without limitation receivables, inventory, equipment, bank
accounts, general intangibles, licenses (subject to any
applicable regulatory restrictions), patents, brand names,
trademarks, contracts (including franchise agreements),
capital stock and other equity interests in subsidiaries (but
not more than 66% of the voting stock of any foreign
subsidiary and subject to any applicable regulatory or
contractual restrictions) and other securities and (ii) such
other assets as shall be deemed necessary in the reasonable
discretion of the Lead Arrangers. The Guarantees will be
secured by perfected first-priority liens on all assets of
the respective Guarantors of the same types as described in
clauses (i) and (ii) above. All of the assets referred to in
this paragraph that will be subject to liens may be referred
to herein, collectively, as the “Collateral”.
	 
	 	 	 	 
	 

	 	 	 	Any of Alltel’s outstanding bonds that are assumed by Spinco
may be equally and ratably secured by such portion of the
Collateral as may be required under the applicable
indentures.
	 
	 	 	 	 
	V.	 	Certain Payment Provisions
	 
	 	 	 	 
	 

	 	Fees and Interest Rates:
	 	As set forth on Annex I hereto.
	 
	 	 	 	 
	 

	 	Scheduled Amortization:
	 	The Tranche A Term Loans and the Tranche C Term Loans will be
amortized quarterly according to the following schedule:
	 
	 	 	 	 
	 

	 	 	 	Each quarter during Year 1 — 0%
	 

	 	 	 	Each quarter during Year 2 — 1.25%
	 

	 	 	 	Each quarter during Year 3 — 2.5%
	 

	 	 	 	Each quarter during Year 4 — 3.75%
	 

	 	 	 	Each of the first 3 quarters of Year 5 — 5%
	 

	 	 	 	Maturity — 55%
	 
	 	 	 	 
	 

	 	 	 	The Tranche B Term Loans will be amortized quarterly with (i)
0.25% of the Tranche B Term Loans to be payable quarterly in
equal installments in each quarter of the second through the
sixth years and the first 3 quarters of the seventh year and
(ii) the balance of the Tranche B Term Loans to be payable at
maturity.
	 
	 	 	 	 
	 

	 	Mandatory Prepayment
	 	In addition to scheduled amortization payments and any






A-4









 






	 	 	 	 	 
	 

	 	Events:
	 	prepayments required upon the issuance of Refinancing Notes after the Closing Date,
100% of the net proceeds from asset sales (subject to customary option to reinvest
proceeds within 365 days) by, and of the proceeds of casualty insurance, condemnation
awards and similar recoveries received by, any of the Wireline Companies will be
applied, to prepay the Term Loans on a pro rata basis (provided that any Lender may
elect not to receive any such payment of its Tranche B Term Loans until all of the
Tranche A Term Loans and the Tranche C Term Loans have been paid in full) in direct
order of scheduled amortization of the applicable Term Loans.
	 
	 	 	 	 
	 

	 	Optional Prepayments and
Commitment Reductions:
	 	Loans may be prepaid and unused commitments may be
reduced by the Borrower in minimum amounts to be agreed upon.
Optional prepayments of Term Loans will be applied (i) proportionately between all
outstanding tranches thereof and (ii) ratably to scheduled amortization.
	 
	 	 	 	 
	VI.	 	Certain Conditions
	 
	 	 	 	 
	 

	 	Initial Conditions:
	 	The availability of the Facilities shall be conditioned upon the
satisfaction of the conditions precedent set forth in Exhibit B to the Commitment
Letter on or before December 8, 2006 (the date upon which all such conditions precedent
shall be satisfied, the “Closing Date”).
	 
	 	 	 	 
	 

	 	On-Going Conditions:
	 	The making of each extension of credit (including the initial extension
of credit) shall be conditioned upon (a) the accuracy of all representations and
warranties in the definitive financing documentation with respect to the Facilities
(the “Credit Documentation”) (including without limitation the material adverse change
and litigation representations) and (b) there being no default or event of default in
existence at the time of, or after giving effect to the making of, such extension of
credit.
	 
	 	 	 	 
	VII.	 	Certain Documentation Matters
	 
	 	 	 	 
	 

	 	 	 	The Credit Documentation shall contain representations,
warranties, covenants and events of default customary for
financings of this type and/or companies engaged in a
business similar to that of the Wireline Companies and/or
deemed appropriate by the Lenders, in each case providing the
Lenders with at least the same rights as any similar






A-5









 






	 	 	 	 	 
	 

	 	 	 	provisions applicable to the Distributed Notes and/or the
Refinancing Notes, including without limitation:
	 
	 	 	 	 
	 

	 	Representations and
Warranties:
	 	Corporate existence; corporate power and authority;
enforceability of the Credit Documentation; governmental and regulatory
approvals (including of the FCC and any similar state agencies); no conflict with law
or contractual obligations; financial statements; absence of undisclosed liabilities;
no material adverse change; ownership of properties (including copyrights, trademarks
and other intellectual property); no material litigation; environmental matters;
compliance with laws and agreements; no default; Investment Company Act; Public Utility
Holding Company Act; payment of taxes; ERISA and pension plans; accuracy of disclosure;
subsidiaries; insurance; labor matters; solvency; liens and collateral matters;
licenses/franchises (including of the FCC and similar state agencies); Federal Reserve
margin regulations.
	 
	 	 	 	 
	 

	 	Affirmative Covenants:
	 	Delivery of financial information (including annual audited and
quarterly unaudited consolidated financial statements), reports, accountants’ letters,
budgets, officers’ certificates and any other information reasonably requested by the
Administrative Agent or any Lender; notices of defaults, litigation, regulatory matters
and other material events; information regarding collateral; maintenance of existence,
material rights and franchises and conduct of business; payment and performance of
other obligations; maintenance of properties; insurance; casualty and condemnation;
maintenance of books and records; right of the Lenders to inspect property and books
and records; compliance with laws and regulations (including environmental laws and FCC
and similar state regulations); use of proceeds and Letters of Credit; future
subsidiaries; further assurances; maintenance of interest rate hedging agreements;
provision of additional guarantees and/or Collateral.
	 
	 	 	 	 
	 

	 	Financial Covenants:
	 	1. Minimum Interest Coverage Ratio (to be determined)
	 

	 	 	 	2. Maximum Leverage Ratio of 4.50 to 1.0
	 
	 	 	 	 
	 

	 	Negative Covenants:
	 	Limitations on: indebtedness and preferred stock; liens (other than
permitted liens) ; fundamental changes (including mergers, consolidations, liquidations
and dissolutions); sales of assets; investments, loans, advances,






A-6









 






	 	 	 	 	 
	 

	 	 	 	guarantees and acquisitions; sale and leaseback transactions;
hedge agreements; dividends and payments in respect of
capital stock (with an exception for dividends up to the sum
of excess free cash flow (to be defined substantially the
same as in Merger Partner’s existing credit agreement) and
net cash equity issuance proceeds so long as the pro forma
Leverage Ratio does not exceed 4.50 to 1.0) and certain
payments of debt; transactions with affiliates; restrictive
agreements; limitations on capital expenditures; amendment of
material documents; changes in fiscal year; changes in lines
of business.
	 
	 	 	 	 
	 

	 	Events of Default:
	 	Nonpayment of principal when due; nonpayment of interest, fees or other
amounts after a grace period to be agreed; material inaccuracy of representations and
warranties; violation of covenants (subject, in the case of certain affirmative
covenants, to a grace period to be agreed upon); cross-default to debt of any of the
Wireline Companies in excess of an amount to be agreed; bankruptcy events related to
the Borrower and its material subsidiaries; material judgments; certain ERISA events;
loss of material regulatory licenses; loss of lien perfection or priority;
unenforceability of Guarantees; change of control (the definition of which is to be
agreed).
	 
	 	 	 	 
	 

	 	Voting:
	 	Amendments and waivers with respect to the Credit Documentation shall require the
approval of Lenders holding more than 50% of the aggregate amount of the Loans,
participations in Letters of Credit and unused Revolving Credit commitments, except
that (a) the consent of each Lender directly affected thereby shall be required with
respect to (i) reductions in the amount, or extensions of the scheduled date of
amortization or final maturity, of any Loan, (ii) reductions in any rate of interest or
any fee or extensions of any due date thereof and (iii) increases in the amount or
extensions of the expiry date of any Lender’s commitment, (b) the consent of the
holders of at least 50% of the aggregate amount of the Revolving Credit commitments or
any tranche of Term Loans, as the case may be, shall be required with respect to any
amendment or waiver that would adversely affect the rights of the holders of Revolving
Credit commitments or such tranche of Term Loans, as the case may be, differently from
the rights of any other Lender and (c) the consent of 100% of the Lenders shall be
required with respect to (i) releases of all or






A-7









 






	 	 	 	 	 
	 

	 	 	 	substantially all of the Collateral or the Guarantees and
(ii) modifications to any of the voting percentages.
	 
	 	 	 	 
	 

	 	Assignments and
Participations:
	 	As set forth below, the Lenders shall be permitted to
assign and sell participations in their Loans and commitments, subject, in
the case of assignments (other than to another Lender or an affiliate of a Lender), to
the consent of the Administrative Agent and, unless an Event of Default has occurred
and is continuing, the Borrower (which consents shall not be unreasonably withheld);
provided that, notwithstanding the foregoing, all assignments (including to another
Lender or an affiliate of a Lender) in connection with the Revolving Credit Facility
shall require the consent of the Administrative Agent and the Issuing Lender.
	 
	 	 	 	 
	 

	 	 	 	In the case of partial assignments (other than to another
Lender or an affiliate of a Lender), the minimum assignment
amount shall be $1 million or any lesser amount held by the
assigning Lender. The Administrative Agent shall be paid a
processing and recordation fee of $3,500 for each assignment
(including for assignments to other Lenders or affiliates of
Lenders).
	 
	 	 	 	 
	 

	 	 	 	Participants shall have the same benefits as the Lenders with
respect to yield protection and increased cost provisions.
Voting rights of participants shall be limited to those
matters with respect to which the affirmative vote of the
Lender from which it purchased its participation would be
required as described under “Voting” above.
	 
	 	 	 	 
	 

	 	 	 	Pledges of Loans in accordance with applicable law shall be
permitted without restriction. Promissory notes shall be
issued under the Facilities only upon request.
	 
	 	 	 	 
	 

	 	Yield Protection:
	 	The Credit Documentation shall contain customary provisions (a)
protecting the Lenders against increased costs or loss of yield resulting from changes
in reserve, tax, capital adequacy and other requirements of law and from the imposition
of or changes in withholding or other taxes and (b) indemnifying the Lenders for
“breakage costs” incurred in connection with, among other things, any prepayment of a
Eurodollar Loan (as defined in Annex I hereto) on a day other than the last day of an
interest period with respect thereto.






A-8









 






	 	 	 	 	 
	 

	 	Expenses and
Indemnification:
	 	The Borrower shall pay (a) all reasonable out-of-pocket
expenses of the Administrative Agent and the Lead Arrangers associated with
the syndication of the Facilities and the preparation, execution, delivery and
administration of the Credit Documentation and any amendment or waiver with respect
thereto (including the reasonable fees, disbursements and other charges of counsel) and
(b) all out-of-pocket expenses of the Administrative Agent and the Lenders (including
the fees, disbursements and other charges of counsel) in connection with the
enforcement of the Credit Documentation.
	 
	 	 	 	 
	 

	 	 	 	The Administrative Agent, the Lead Arrangers and the Lenders
(and their affiliates and their respective officers,
directors, employees, advisors and agents) will have no
liability for, and will be indemnified and held harmless
against, any loss, liability, cost or expense arising out of
or relating to the Facilities or the use or the proposed use
of proceeds thereof or any aspect of the Transaction (except
to the extent 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).
	 
	 	 	 	 
	 

	 	Governing Law and Forum:
	 	State of New York.
	 
	 	 	 	 
	 

	 	Counsel to the
Administrative Agent
and the Lead Arrangers:
	 	Davis Polk & Wardwell.






A-9









 





Annex I




SENIOR SECURED CREDIT FACILITIES




Interest and Certain Fees




	 	 	 
	Interest Rate Options:

	 	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal

to:
	 
	 	 
	 

	 	          the ABR plus the Applicable Margin; or
	 
	 	 
	 

	 	          the Adjusted LIBO Rate plus the Applicable Margin;
	 
	 	 
	 

	 	provided that all Loans made on the Closing Date shall be ABR Loans.
	 
	 	 
	 

	 	The Borrower may elect interest periods of 1, 2, 3 or 6 months for Loans bearing interest based upon the
Adjusted LIBO Rate (“Eurodollar Loans”).
	 
	 	 
	 

	 	As used herein:
	 
	 	 
	 

	 	“ABR” means the highest of (i) the rate of interest publicly announced by the Administrative Agent as
its prime rate in effect at its principal office in New York City (the “Prime Rate”), and (ii) the
federal funds effective rate from time to time plus 0.5%.
	 
	 	 
	 

	 	“Adjusted LIBO Rate” means the LIBO Rate, as adjusted for statutory reserve requirements for
eurocurrency liabilities.
	 
	 	 
	 

	 	“Applicable Margin” means, for any day, (i) if the Facilities are rated Ba2 or higher by Moody’s and BB
or higher by S&P (in each case with a stable outlook), (A) in the case of Revolving Credit Loans,
Tranche A Term Loans and Tranche C Term Loans, 1.25% for Eurodollar Loans and 0.25% for ABR Loans, and
(B) in the case of Tranche B Term Loans, 1.50% for Eurodollar Loans and 0.50% for ABR Loans, and (ii)
otherwise, (A) in the case of Revolving Credit Loans, Tranche A Term Loans and Tranche C Term Loans,
1.50% for Eurodollar Loans and 0.50% for ABR Loans, and (B) in the case of Tranche B Term Loans, 1.75%
for Eurodollar Loans and 0.75% for ABR Loans.
	 
	 	 
	 

	 	“LIBO Rate” means the rate at which eurodollar deposits in the London interbank market for 1, 2, 3 or 6
months (as selected by the Borrower) are quoted on the Telerate screen.






A-10









 






	 	 	 
	Interest Payment Dates:

	 	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears.

	 
	 	 
	 

	 	In the case of Eurodollar Loans, on the last day of each relevant interest period and, in the case of
any interest period longer than three months, on each successive date three months after the first day
of such interest period.
	 
	 	 
	Commitment Fee:

	 	The Borrower shall pay a fee calculated at the rate of 0.25% per annum, subject to step-downs based upon
the Leverage Ratio to be agreed, on the average daily amount of the unused Revolving Credit commitment
and the unused Tranche C commitment, payable quarterly in arrears.
	 
	 	 
	Letter of Credit Fees:

	 	The Borrower shall pay a commission on all outstanding Letters of Credit at a per annum rate equal to
the Applicable Margin then in effect with respect to Eurodollar Revolving Credit Loans on the face
amount of each such Letter of Credit. Such commission shall be shared ratably among the Revolving
Lenders and shall be payable quarterly in arrears.
	 
	 	 
	 

	 	A fronting fee equal to 0.25% per annum on the face amount of each Letter of Credit shall be payable
quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative,
issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own
account.
	 
	 	 
	Default Rate:

	 	At any time when the Borrower is in default under any of the Facilities, all outstanding amounts under
the Facilities shall bear interest at 2% above the rate otherwise applicable thereto.
	 
	 	 
	Rate and Fee Basis:

	 	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case
of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days
elapsed.






A-11









 





Exhibit B




SENIOR SECURED CREDIT FACILITIES




Conditions Precedent to Closing





     Capitalized terms not otherwise defined herein have the same meanings as
specified therefor in the Commitment Letter to which this Exhibit B is attached.


The availability of the Facilities shall be conditioned upon and subject to satisfaction of the
conditions set forth in the Commitment Letter and the following:





	 	(a)	 	The final terms and conditions of each aspect of the Transaction, including,
without limitation, all tax aspects thereof, shall be (i) as described in the
Commitment Letter and otherwise consistent with the description thereof received by the
Lead Arrangers and the Lead Lenders in writing prior to the date of the Commitment
Letter and (ii) otherwise reasonably satisfactory to the Lenders. The Lenders shall be
reasonably satisfied with the terms and conditions of (A) the contribution and
separation agreements and other documents relating to the Contribution and the Spinoff
(including as to the allocation of liabilities), (B) the merger agreement (including
all schedules and exhibits thereto) relating to Spinco and its subsidiaries (the
“Merger Agreement”) and (C) all other agreements, instruments (including the
Distributed Notes and the Refinancing Notes, if any) and documents relating to the
Transaction (the agreements, instruments and documents referred to in clauses (A)
through (C), collectively, the “Transaction Documents”); it being understood that the
execution copies of the Merger Agreement and the Distribution Agreement (as defined in
the Merger Agreement), each dated as of the date hereof and previously delivered to the
Lead Arrangers, are acceptable to the Lenders. The Transaction Documents shall not
have been altered, amended or otherwise changed or supplemented or any condition
therein waived, in each case in a manner that is materially adverse to the interests of
the Lenders, without the prior written consent of the Lenders. The Contribution shall
have been consummated, and the Lenders shall be reasonably satisfied that the Spinoff,
the Merger and the Refinancing (including the release of the liens securing Merger
Partner’s existing bank facility) will be consummated substantially contemporaneously
with the initial funding under the Facilities, in each case substantially in accordance
with the terms of the applicable Transaction Documents and applicable material law and
regulatory approvals.
	 
	 	(b)	 	The Lead Arrangers shall have received reasonably satisfactory evidence that
the ratio of pro forma Consolidated Debt (to be defined) to pro forma Consolidated
EBITDA, adjusted to reflect expected synergies resulting from the Transaction
reasonably acceptable to the Lead Arrangers, of the Wireline Companies for the




 









 






	 	 	 	most recently available trailing four quarters ended prior to the Closing Date,
calculated after giving effect to the Transaction, was not greater than 3.50 to 1.0.






	 	(c)	 	Alltel and Spinco, Merger Partner and their respective subsidiaries shall have
complied with their obligations under the Commitment Letter and the Fee Letter
(including the payment of all fees and expenses then due and payable).
	 
	 	(d)	 	The Lenders shall have received customary guarantees from the Guarantors and
first-priority perfected liens on the Collateral (subject to liens acceptable to the
Lenders) and reasonably satisfactory evidence of the insurance maintained by the
Wireline Companies. The Lenders shall be reasonably satisfied with the terms of any
intercreditor arrangements with other lienholders.
	 
	 	(e)	 	The Lenders shall have received and be reasonably satisfied with (i) (A)
audited (for the 2003, 2004 and 2005 fiscal years) and unaudited quarterly consolidated
financial statements of Spinco and Merger Partner and all completed or probable
acquisitions (including pro forma consolidated financial statements of Wireline after
giving effect to the Transaction) meeting the requirements of Regulations S-X and S-K
for a Form S-1 registration statement under the Securities Act of 1933, as amended, and
(B) a business plan of the Wireline Companies including projections on an annual basis
for the period from the Closing Date through December 31, 2012, in each case under this
clause (i) which are not inconsistent in a manner adverse to the Lenders with the
Information and Projections provided to the Lead Arrangers and the Lead Lenders prior
to the date of the Commitment Letter, (ii) recent lien and litigation searches and
(iii) such legal opinions (including with respect to the Collateral and regulatory
matters), officer’s solvency certificates and other certificates, instruments and
documents as are customary for transactions of this type or as the Lenders may
reasonably request.





B-2