Unassociated Document


    Exhibit
      10.2

     

    
 

    REVERSE
      TRANSITION SERVICES AGREEMENT

    



      This
        Reverse Transition Services
        Agreement (this “Agreement”), dated as of July 17, 2006 (the “Signing Date”), is
        entered between ALLTEL Corporation, a Delaware corporation, on behalf of
        itself
        and its affiliates (“AT Co.”), and Alltel Holding Corp., a Delaware corporation
        and wholly-owned subsidiary of AT Co., on behalf of itself and its affiliates
        (“Spinco”).


    


    R
      E C I T A L S

    


    WHEREAS,
      AT Co. and Spinco are parties to that certain Distribution Agreement dated
      December 8, 2005, as amended (the “Distribution Agreement”; capitalized terms
      used herein but not defined herein shall have the meanings set forth in the
      Distribution Agreement), pursuant to which, among other things, AT Co. will
      distribute to its stockholders all of the outstanding shares of common stock
      of
      Spinco (the “Distribution”); and 

    


    WHEREAS,
      in connection with the Distribution, the parties desire that Spinco and its
      Affiliates provide certain services to AT Co. and its Affiliates on the terms
      and conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual representations,
      warranties, covenants and agreements contained in this Agreement, the parties
      agree as follows:

    


    ARTICLE
      1

    TRANSITION
      SERVICES

    


    1.1 Transition
      Services.
      This
      Agreement sets forth the terms and conditions for the provision by Spinco to
      AT
      Co. of
      various transition services described herein and in the service attachment
      (the
“Service Attachment”) attached hereto as Exhibit
      A
      and any
      statement of work (an “SOW”) to be added hereto and numbered appropriately
      (collectively, the “Transition Services”), pursuant to the terms hereof.


     

    1.2 Provision
      of Transition Services.
      Commencing on the date hereof and continuing through the Term (as defined in
      Article 2 of this Agreement), Spinco
      will
      provide the Transition Services to AT
      Co.,
      unless
      (a) otherwise indicated on the Service Attachment, (b) automatically modified
      by
      termination of a Transition Service by AT
      Co.
      in
      accordance with the terms and conditions hereof, (c) otherwise mutually agreed
      to by the parties in writing, or (d) this Agreement is terminated in accordance
      with the terms and conditions hereof.

    



      1.3 Purchase
        of Additional or Modified Transition Services.From
        time to time, AT Co. may request that Spinco provide additional or modified
        services that relate to the transition of ownership and operation of the
        AT Co.
        Business but are not described in the Service Attachment. Spinco will use,
        and
        will cause each of its Affiliates to use, its reasonable best efforts to
        accommodate any reasonable requests by AT Co. to provide additional or modified
        services relating to the transition of ownership and operations of the AT
        Co.
        Business. In order to initiate a request for such additional or modified
        services, AT Co. shall submit a written request to Spinco specifying the
        nature
        of the requested additional or modified services and 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      requesting
        an estimate of the Transition Services Costs (as defined in Section 3.1)
        applicable to such additional or modified services. Spinco shall respond
        to such
        request within 10 Business Days following Spinco’s receipt of such request;
        provided that, subject to the second sentence of Section 1.3, such 10 Business
        Day period shall be subject to a reasonable extension if, due to the volume,
        frequency or type of requests submitted by AT Co., Spinco’s preparation of
        responses to such requests is materially interfering with, or is likely to
        materially interfere with, Spinco’s normal business activities. If Spinco can,
        subject to the second sentence of this Section 1.3, accommodate AT Co.’s request
        to provide such additional or modified services, and if AT Co. accepts the
        terms
        and conditions set forth in Spinco’s response to such request, then such
        additional or modified services shall be provided hereunder subject to the
        terms
        and conditions of Spinco’s response and such other terms and conditions as may
        be agreed to by the parties in a written amendment to this Agreement. If
        Spinco
        agrees to any modification to the physical facilities that is requested by
        AT
        Co. in accordance with the terms and conditions of this Section, such
        modification shall be done solely at AT Co.’s cost and expense and shall be
        coordinated by the parties to minimize interference with Spinco’s normal
        business activities. No representative of AT Co. shall have authority to
        make
        decisions with respect to Spinco and its responsibilities under this Agreement;
        and no representative of Spinco shall have authority to make decisions with
        respect to AT Co. and its responsibilities under this
        Agreement.


    


    1.4 Appointment
      of Transition Teams.
      Each
      party shall designate one or more persons who have practical knowledge and
      experience in each area of Spinco’s
      operations that relate to the Transition Services and are authorized to make
      decisions with respect to the Transition Services (each a “Transition Team”).
      Without limiting the generality of the foregoing, and subject to the foregoing
      proviso each Transition Team will include persons from such party and its
      Affiliates whose experience includes the following areas: (a) information
      technology systems, (b) billing, (c) human resources, (d) customer service,
      (e)
      accounting and finance, (f) engineering and network, (g) sales and marketing,
      (h) operations, (i) real estate, (j) branding, and (k) capital asset management.
      Each party shall designate a member of its Transition Team as the leader of
      its
      Transition Team (each a “Team Leader”). Each Team Leader shall coordinate the
      assignment of persons to its Transition Team and shall assess and monitor the
      performance of the Transition Services. Prior to the initial joint meeting
      described in Section 1.5 of this Agreement, each party shall submit to the
      other
      party a written list identifying its initial Team Leader and the initial members
      of its Transition Team including each person’s title, areas of expertise and
      relevant telephone, fax and email information. If a Transition Team member
      or
      Team Leader shall be unavailable to work on the Transition Services for more
      than five (5) Business Days, then he or she shall appoint a temporary or
      permanent replacement.

    


    1.5 Transition
      Team Meetings.
      Within
      30 Business Days after the Signing Date, the appropriate representatives of
      the
      Transition Teams shall conduct an initial joint meeting for the purpose of
      defining roles, responsibilities, scope and timelines related to the Transition
      Services. Thereafter, the Transition Teams shall convene meetings on a mutually
      agreed upon periodic basis as required. It is the expectation of the parties
      that the Transition Team members shall communicate directly with one another
      and
      work directly with one another to ensure that all Transition Services are
      completed on a timely and complete basis; provided that, except for Spinco’s
      Team
      Leader, the members of Spinco’s
      Transition Team shall not have the legal authority to make or to modify any
      obligation or to waive any right on behalf of Spinco
      The


     

     

    
      
        
        

      

      
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    Team
      Leaders shall meet, at least weekly, or on such other mutually agreed upon
      periodic basis as required, to discuss the status of the Transition Services,
      as
      well as to answer questions, gather information and resolve disputes that may
      occur from time-to-time. All meetings pursuant to this Section 1.5 may be
      face-to-face, video or telephonic meetings as may be agreed upon by the parties.
      Each party shall bear its own costs of attending or participating in Transition
      Team meetings.

    


    1.6 Oversee
      Completion of Transition Services.
      The
      Transition Teams will be accountable for overseeing the completion of the
      Transition Services in accordance with the terms and conditions hereof. Unless
      otherwise provided in the Service Attachment, the parties will use their
      reasonable best efforts to respond to requests for information within 5 Business
      Days after receipt of each such request. 

    



      1.7 Availability
        of Subject Matter Experts. From time to time, AT Co. may request that
        Spinco make available to AT Co. a resource of Spinco that has expertise in
        the
        subject matter (which must be directly related to the systems and procedures
        utilized by Spinco and its Affiliates in connection with the AT Co. Business)
        specified by AT Co. in such request. Within 5 Business Days after receipt
        by
        Spinco of a reasonable request by AT Co. that a specified subject matter
        expert
        be made available, Spinco shall make, and shall cause its Affiliates to make,
        such subject matter experts (including, without limitation, technical and
        operational personnel) available to AT Co.’s Transition Team or other subject
        matter experts during Spinco’s normal business hours. For purposes of
        determining the reasonableness of any such request by AT Co., Spinco shall
        consider the specified subject matter expert’s other duties and then-current
        schedule as well as the availability of other individuals with the same skills
        as the specified subject matter expert.


     

    1.8 Equipment
      and Software.
      Spinco
      shall
      keep the equipment and software used to provide the Transition Services in
      working order with sufficient capacity to perform the Transition Services
      concurrent with the equipment’s and software’s other use for Spinco,
      if any;
      provided, however, if Spinco
      is
      required to increase the capacity of its equipment or software (for example,
      because previously shared hardware capacity must be duplicated) to perform
      the
      Transition Services, then Spinco
      shall
      obtain AT
      Co.’s
      prior
      written approval of any additional cost or expense that Spinco
      expects
      to incur in connection with such increase in capacity, and AT
      Co.
      shall
      pay any such additional cost or expense incurred by Spinco
      to
      provide such increased capacity to the extent so approved by AT
      Co.

    


    1.9 General
      Cooperation.
      Subject
      to the terms and conditions set forth in this Agreement, Spinco
      and
AT
      Co.
      shall
      each use reasonable best efforts to provide information and documentation
      sufficient for each party to perform the Transition Services as they were
      performed before the date of this Agreement, and make available, as reasonably
      requested by the other party, sufficient resources and timely decisions,
      approvals and acceptances in order that each party may accomplish its
      obligations under this Agreement in a timely and efficient manner.

    


    1.10 Modifications.
      Unless
      otherwise provided for in this Agreement, if AT Co. makes any change in the
      processes, procedures, practices, networks, equipment, configurations,


     

     

    
      
        
        

      

      
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    or
      systems pertaining to the AT Co. Business, and such change has an adverse impact
      on Spinco’s ability to provide any of the Transition Services, then Spinco shall
      be excused from performance of any such affected Transition Services until
      AT
      Co. mitigates the adverse impact of such change, and AT Co. shall be responsible
      for all direct expenses incurred by Spinco in connection with the cessation
      and,
      if applicable, the resumption of the affected Transition Services.

    


    ARTICLE
      2

    TERM 

    


    Unless
      terminated earlier in accordance with Article 8 of this Agreement, the term
      of
      this Agreement shall expire on the one-year anniversary of the Signing Date
      (the
“Term”), except AT
      Co.
      shall have the right to extend the Term for an additional 30 days by providing
      written notice to Spinco
      at least
      60 days prior to the expiration of the Term indicating AT
      Co.’s
      election to extend the Term. . The parties may agree in any SOW to a longer
      period of time for performance of Services, and in that event the Term shall
      be
      extended for such time but only with respect to such SOW. AT Co. may extend
      the
      period of time for which a particular Service will be required by an additional
      30 days if AT Co. delivers written notice of such election to Spinco no later
      than 30 days prior to the scheduled expiration date of such Service, provided
      that no such election shall extend the period of performance of such Service
      beyond the expiration of the Term and AT Co. may exercise this extension right
      only once as to any particular Service. 

    


    ARTICLE
      3

    COMPENSATION
      AND PAYMENT ARRANGEMENTS FOR TRANSITION SERVICES

    


    3.1 Compensation
      for Transition Services.
      Subject
      to the terms and conditions of this Agreement, the total compensation payable
      by
AT
      Co.
      to
Spinco
      for each
      and every Transition Service provided pursuant to the Service Attachment shall
      be set forth in the Services Attachment (the “Transition Services Costs”).


    


    3.2 Payment
      Terms.
      Within
      30 days after the end of each calendar month during the Term, or extension
      thereof, Spinco
      shall
      bill AT
      Co.
      in
      arrears for the Transition Services Costs that apply to the Transition Services
      performed by Spinco
      Each of
Spinco’s
      invoices shall describe in reasonable detail the Transition Services upon which
      the applicable Transition Services Costs are based. Within 30 days after
AT
      Co.’s
      receipt of each of Spinco’s
      invoices, AT
      Co.
      shall
      pay Spinco
      the
      amount of such invoice. If such payment is not received by Spinco
      within
      such 30-day period, AT
      Co.
      shall
      also pay Spinco
      interest
      from and after the last date of the calendar month in respect of such invoice,
      but excluding the date of payment by AT
      Co.,
      at a rate per annum equal to the Prime Rate on the last day of the calendar
      month in respect of such invoice. If AT
      Co.
      disputes
      in good faith any portion of the amount due on any invoice, AT
      Co.
      shall
      notify Spinco
      in
      writing of the nature and basis of the dispute within 10 Business Days after
      AT
      Co.’s
      receipt of such invoice. Otherwise the invoiced amount shall be deemed to be
      accurate and correct and shall not be subject to dispute or contest by
AT
      Co. or
      any Affiliate thereof. The parties shall use their reasonable best efforts
      to
      resolve the dispute prior to the payment due date. Spinco
      shall
      reimburse AT
      Co.
      within 30 days following, as applicable (a) agreement by the

     

     

    
      
        
        

      

      
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    parties
      of any excess payment made by AT
      Co. in
      respect of Transition Services, or (b) resolution of any disputed amounts paid
      in excess of the amount of Transition Services Costs, in either case, with
      interest from and after the date payment was made by AT
      Co.
      through,
      but excluding, the date of reimbursement by Spinco,
      at the
      rate per annum equal to the Prime Rate on the date payment was made by
AT
      Co.

    


    3.3 Taxes. All
      charges and fees to be paid by AT Co. under this Agreement are exclusive of
      any
      applicable withholding, sales, use, value added, excise, services or other
      United States or foreign tax which may be assessed on the provision of the
      Transition Services. In the event that a withholding, sales, use, value added,
      excise, value added services or other United States or foreign tax is assessed
      on the provision of any of the Transition Services provided to AT Co. under
      this
      Agreement, AT Co. will pay directly, reimburse or indemnify Spinco for such
      taxes, as well as any applicable interest and penalties. The parties will
      cooperate with each other in determining the extent to which any tax is due
      and
      owing under the circumstances, and shall provide and make available to each
      other any resale certificates, information regarding out-of-state or country
      use
      of materials, services or sale, and other exemption certificates or information
      reasonably requested by either party. This section shall have no application
      to
      any tax based upon the income of Spinco.

    


    


    ARTICLE
      4

    RELATIONSHIP
      TO OTHER DOCUMENTS

    



      4.1 Controlling
        Provisions. If
        there is any conflict or inconsistency between the terms and conditions set
        forth in the main body of this Agreement and any of the Exhibits to this
        Agreement, the provisions of the Exhibits shall control with respect to the
        rights and obligations of the parties regarding the Transition Services.
        If
        there is any conflict or inconsistency between the terms and conditions of
        this
        Agreement and the Distribution Agreement, the provisions of this Agreement
        shall
        control solely with respect to the rights and obligations of the parties
        regarding the Transition Services.

       


    ARTICLE
      5

    DISPUTE
      RESOLUTION

    


    5.1 Dispute
      Resolution Procedures.
      If a
      dispute arises between the parties with respect to the terms and conditions
      of
      this Agreement, or any subject matter governed by this Agreement (excluding
      disputes regarding a party’s compliance with the applicable confidentiality
      provisions or in the case of suit to compel compliance with this dispute
      resolution process or with the provisions of this Article) (a “Dispute”) the
      parties agree to use and follow this dispute resolution procedure before
      initiating any judicial action. At such time as the Dispute is resolved under
      this Article, interest (at the Prime Rate) shall be paid to the party receiving
      any disputed monies to compensate for the lapsed time between the date such
      disputed amount originally was paid or should have been paid through the date
      monies are paid in settlement of the Dispute.

     

     

    
      
        
        

      

      
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    5.2 Claims
      Procedures.
      The
      Transition Teams shall escalate any Dispute to the Team Leaders for resolution.
      Upon receipt of any such escalated matter, the Team Leaders shall discuss and
      attempt to resolve the matter within 15 Business Days immediately following
      the
      escalation. If by the end of the fifteenth Business Day, the matter has not
      been
      resolved to the satisfaction of both Team Leaders, then the party that initiated
      the claim shall provide written notification to the other party in accordance
      with Section 10.3 of this Agreement, in the form of a claim identifying the
      issue or amount disputed and including a detailed reason for the claim. The
      party against whom the claim is made shall respond in writing to the claim
      within 15 Business Days from the date of receipt of the claim document. The
      party filing the claim shall have an additional 15 Business Days after the
      receipt of the response to either accept any resolution offered by the other
      party or request implementation of the procedures set forth in Section 5.3
      (the
“Escalation Procedures”). Failure to meet the time limitations set forth in this
      Section may result in the implementation of the Escalation
      Procedures.

    


    5.3 Escalation
      Procedure.
      Upon
      receipt of the written notice of a party involved in the Dispute and in
      compliance with Section 5.2, each party shall appoint a knowledgeable,
      responsible representative to negotiate in good faith to resolve any unresolved
      disputes or claims arising under this Agreement. The parties intend that these
      negotiations be conducted by experienced business representatives empowered
      to
      decide the issues. The business representatives shall meet and attempt to
      resolve the Dispute within 15 Business Days of receiving the written request.
      If
      they can resolve the Dispute within that time period, it will be memorialized
      in
      a written settlement and release agreement, executed within five Business Days
      thereafter. If they can not resolve the Dispute within that time period, then
      the parties may resort to judicial action or other remedies. The parties may
      vary the duration and form of these Escalation Procedures by mutual written
      agreement.

    


    ARTICLE
      6

    INDEMNIFICATION

    


    6.1 Indemnification
      by Spinco

    


    (a) Spinco
      shall
      indemnify, defend and hold harmless each AT Co. Indemnitee (as defined in the
      Distribution Agreement), against and in respect of any and all Indemnifiable
      Losses incurred or suffered by any AT Co. Indemnitee that result from, relate
      to
      or arise out of any default by Spinco
      in the
      performance of its obligations under this Agreement or any third party claim
      against any AT Co. Indemnitee based upon the negligence, gross negligence or
      willful misconduct of any of the Spinco Indemnitees that arise out of or result
      from any default by Spinco
      in the
      performance of its obligations under this Agreement, except to the extent that
      any such Indemnifiable Losses arise out of or result from the negligence, gross
      negligence or willful misconduct of any AT Co. Indemnitee.

    


    (b) In
      the
      case of Indemnifiable Losses incurred by AT Co. Indemnitees that arise out
      of or
      result from any default by Spinco
      in the
      performance of its obligations under this Agreement based upon the negligence
      of
      any of the Spinco Indemnitees, indemnification shall be limited to actual
      damages which in no event shall exceed the total amount of compensation payable
      to Spinco
      hereunder. For the avoidance of doubt, in the case of Indemnifiable Losses
      

     

     

    
      
        
        

      

      
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    incurred
      by the AT Co. Indemnitees that arise out of or result from any default by
Spinco
      in the
      performance of its obligations under this Agreement based upon the gross
      negligence or willful misconduct of any of the Spinco Indemnitees,
      indemnification shall be limited to actual damages without regard to the total
      amount of compensation payable to Spinco
      hereunder.

    


    6.2 Indemnification
      by AT
      Co.

    


    (a) AT
      Co.
      shall
      indemnify, defend and hold harmless each Spinco Indemnitee (as defined in the
      Distribution Agreement), against and in respect of any and all Indemnifiable
      Losses incurred or suffered by any Spinco Indemnitee that result from, relate
      to
      or arise out of any default by AT
      Co.
      in the
      performance of its obligations under this Agreement or any third party claim
      against any Spinco Indemnitee based upon the negligence, gross negligence or
      willful misconduct of any of the AT Co. Indemnitees that arise out of or result
      from any default by AT
      Co.
      in the
      performance of its obligations under this Agreement, except to the extent that
      any such Indemnifiable Losses arise out of or result from the negligence, gross
      negligence or willful misconduct of any Spinco Indemnitee.

    


    (b) In
      the
      case of Indemnifiable Losses incurred by Spinco Indemnitees that arise out
      of or
      result from any default by AT
      Co.
      in the
      performance of its obligations under this Agreement based upon the negligence
      of
      any of the AT Co. Indemnitees, indemnification shall be limited to actual
      damages which in no event shall exceed the total amount of compensation payable
      to Spinco
      hereunder. For the avoidance of doubt, in the case of Indemnifiable Losses
      incurred by the Spinco Indemnitees that arise out of or result from any default
      by AT
      Co.
      in the
      performance of its obligations under this Agreement based upon the gross
      negligence or willful misconduct of any of the AT Co. Indemnitees,
      indemnification shall be limited to actual damages without regard to the total
      amount of compensation payable to Spinco
      hereunder.

    


    6.3 Limitations.

    


    (a) In
      no
      event shall either party hereto be liable for indirect, special, consequential
      or punitive damages arising out of this Agreement, regardless of the form of
      action, whether in contract, warranty, strict liability or tort, including
      negligence of any kind, whether active or passive, and regardless of whether
      the
      other party knew of or was advised at the time of breach of the possibility
      of
      such damages.

    


    (b) Except
      as
      otherwise provided in this Article 6, Spinco’s
      sole
      responsibility to AT
      Co.
      for
      errors or omissions in providing the Transition Services shall be to re-perform
      such Transition Services properly in a diligent manner, at no additional cost
      or
      expense; provided, however, that each party shall use reasonable best efforts
      to
      detect any such errors or omissions and promptly advise the other party or
      parties of any such error or omission of which it becomes aware.

    


    6.4   A
      party
      that is seeking indemnification pursuant to Section 6.1 or 6.2 shall notify
      the
      other party thereof and shall specify in reasonable detail the event(s) giving
      rise to such claim for indemnification within 15 Business Days after the
      indemnified party has actual knowledge of such event(s), except that any failure
      to give such notice will not waive any rights of the 

     

     

    
      
        
        

      

      
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    indemnified
      party unless the rights of the indemnifying party are actually and materially
      prejudiced thereby. The indemnifying party shall have the right to undertake
      the
      defense of any claim upon delivery of notice to the indemnified party with
      respect to such claim. Such defense shall be made with counsel reasonably
      acceptable to the indemnified party. If the indemnifying party fails to
      undertake the defense of the indemnified party within such time period, the
      indemnified party may retain its own counsel for such defense (which shall
      be
      reasonably acceptable to the indemnifying party), and the indemnified party’s
      reasonable attorney’s fees and expenses related to such claim shall be paid by
      the indemnifying party. Neither party shall, without the consent of the other
      party, agree to any non-monetary settlement of the indemnified
      claim.

    


    (a) Upon
      a
      determination of liability by final and non-appealable court judgment or order
      in respect of Section 6.1 or 6.2, the appropriate party shall pay the other
      party the amount so determined (subject to the limitations of Section 6.3)
      within 15 Business Days after the date of determination of liability by Final
      Judgment (such fifteenth Business Day, the “Due Date”). If there should be a
      dispute as to the amount or manner of determination of any indemnity obligation
      owed under Section 6.1 or 6.2, the indemnifying party shall nevertheless pay
      when due such portion, if any, of the obligation as shall not be subject to
      dispute. The difference, if any, between the amount of the obligation ultimately
      determined as properly payable under this Agreement and the portion, if any,
      theretofore paid shall bear interest as provided below in Section 6.4(b). Upon
      the payment in full of any claim, the indemnifying party or other Person making
      payment shall be subrogated to the rights of the indemnified party against
      any
      Person with respect to the subject matter of such claim. For purposes of this
      Section 6.4, “Final Judgment” means a judicial or other determination as to
      which no appeal or other review is pending or in effect and any deadline for
      filing any such appeal or review that may be designated by statute, rule,
      stipulation or other agreement has passed.

    


    (b) If
      all or
      part of any indemnification obligation under Section 6.1 or 6.2 of this
      Agreement is not paid on the Due Date, then the indemnifying party shall pay
      the
      indemnified party interest on the unpaid amount of the obligation for each
      calendar day from the Due Date until payment in full, payable on demand, at
      a
      rate per annum equal to the Prime Rate on the Due Date.

    


    ARTICLE
      7

    FORCE
      MAJEURE

    Except
      for payment of amounts due, neither party shall be held liable for any delay
      or
      failure in performance of any part of this Agreement, including the Service
      Attachment, from any cause beyond its reasonable control and not primarily
      attributable to its fault or negligence, including, but not limited to, acts
      of
      God, acts of civil or military authority, embargoes, epidemics, war, terrorist
      acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
      floods, strikes, or disruptions in Internet and other telecommunication networks
      and backbones, power and other utilities. Upon the occurrence of a condition
      described in this Article, the party whose performance is prevented shall
      provide written notice to the other party, and the parties shall promptly
      confer, in good faith, on what action may be taken to minimize the impact,
      on
      both parties, of such condition.

     

     

    
      
        
        

      

      
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    ARTICLE
      8

    TERMINATION

    


    8.1 Termination
      of Transition Services and Agreement for Convenience.
      Subject
      to the limitations set forth in the Services Attachment, AT
      Co.
      shall have the right to terminate any Transition Service, in whole or in part,
      upon 30 days prior written notice to Spinco
      If all
      Transition Services shall have been migrated or terminated under this provision
      prior to the expiration of this Agreement, then AT
      Co.
      shall
      have the right to terminate this Agreement upon written notice to Spinco

    


    8.2 Termination
      for Default.
      In the
      event: (i) AT Co. shall fail to pay for Transition Services in accordance with
      the terms of this Agreement (and such payment is not disputed by AT Co. in
      good
      faith in accordance with Section 3.2); (ii) either party shall default, in
      any
      material respect, in the due performance or observance by it of any of the
      other
      terms, covenants or agreements contained in this Agreement; or (iii) either
      party shall become or be adjudicated insolvent and/or bankrupt, or a receiver
      or
      trustee shall be appointed for either party or its property or a petition for
      reorganization or arrangement under any bankruptcy or insolvency law shall
      be
      approved, or either party shall file a voluntary petition in bankruptcy or
      shall
      consent to the appointment of a receiver or trustee, any non-defaulting party
      shall have the right, at its sole discretion, (A) in the case of a default
      under
      clause (iii), to immediately terminate its participation with the defaulting
      party under this Agreement, and (B) in the case of a default under clause (i)
      or
      (ii), to terminate its participation with the defaulting party under this
      Agreement if the defaulting Party has failed to (x) cure the default within
      30
      days of written notice of default or if the default (except for defaults as
      a
      result of failure to make payment) is such that it will take more than 30 days
      to cure, within an extended time period which shall be not longer than what
      is
      reasonably necessary to effect performance or compliance or (y) diligently
      pursue the curing of the default. 

    



      8.2 Termination
        of Distribution
        Agreement.This
        Agreement shall automatically terminate upon termination of the Distribution
        Agreement. 


    


    8.3 Transitional
      Cooperation.
      Each of
Spinco
      and
AT
      Co.
      will,
      and will cause their respective Affiliates to cooperate with the other party
      and
      its Affiliates to assure an orderly transition from the systems and procedures
      utilized by Spinco
      and its
      Affiliates in connection with the AT Co. Business to those systems and
      procedures to be utilized by AT
      Co.
      and its
      Affiliates in connection with the AT Co. Business after Closing.

    


    8.4 Return
      of Material.
      As a
      Transition Service is migrated or terminated, whichever is earlier, each of
      Spinco
      and
AT
      Co.
      will,
      and will cause their respective Affiliates to, return all material and property
      owned by the other party and its Affiliates, including, without limitation,
      any
      and all material and property of a proprietary nature involving the other party
      and its Affiliates relevant to the provision of that Transition Service and
      no
      longer needed regarding the performance of other Transition Services under
      this
      Agreement within 30 days after the applicable migration or termination. Upon
      termination of this Agreement, each of Spinco
      and
AT
      Co.
      will,
      and will cause their respective Affiliates to, return any and all material
      and
      property of a proprietary nature involving the other party and its Affiliates,
      in its possession or control 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    within
      30
      days after the termination of this Agreement. Notwithstanding anything to the
      contrary contained in this Agreement, upon the termination or expiration of
      this
      Agreement, AT
      Co.
      shall
      cease all access to Spinco’s
      information, data, systems and other assets that are not AT Co. Assets.


    


    8.5 Effect
      of Termination.
      The
      provisions of Articles 3, 4, 5, 6, 7, 8 and 10 shall survive the termination
      or
      expiration of this Agreement.

    


    ARTICLE
      9

    OTHER
      REPRESENTATIONS, WARRANTIES AND COVENANTS

    


    9.1 Compliance
      with Laws.
      Each
      party shall comply, at its own expense, with the provisions of all Laws
      applicable to the performance of its obligations under this Agreement.
      Notwithstanding the description of the Transition Services in this Agreement,
      neither Spinco
      nor any
      of its Affiliates shall provide any services that would involve the rendering
      of
      legal, regulatory or tax advice or counsel.

    



      9.2  Performance.
        Spinco represents and warrants that Spinco and its Affiliates, as the case may
        be, will provide the Transition Services in a timely and professional manner
        generally consistent with the past practices of Spinco and its Affiliates
        in
        providing the same or similar services to the AT Co. Business prior to the
        execution of the Distribution Agreement.


    


    9.3 Books
      and Records.
      Spinco
      or its
      Affiliates will maintain complete and accurate books and records pertaining
      to
      its provision of the Transition Services. Spinco
      or its
      Affiliates will provide AT
      Co.,
      upon
      reasonable notice and during normal business hours, with access to such books
      and records. All such information shall be subject to the terms of the
      confidentiality provisions set forth in Section 10.16 hereof.

    


    9.4 No
      Other Representations or Warranties.
      EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,
      NEITHER PARTY NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED
      REPRESENTATION OR WARRANTY ON BEHALF OF EITHER PARTY WITH RESPECT TO THE
      TRANSITION SERVICES, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, WITH
      RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH
      OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY
      DISCLAIMED.

    


    ARTICLE
      10

    MISCELLANEOUS

    


    10.1 Relationship
      of the Parties.
      The
      parties declare and agree that each party is engaged in a business that is
      independent from that of the other party and each party shall perform its
      obligations as an independent contractor. It is expressly understood and agreed
      that AT
      Co.
      and
Spinco
      are not
      partners or joint ventures, and nothing contained herein is intended to create
      an agency relationship or a partnership or joint venture. Neither Spinco
      nor any
      of its Affiliates is an agent of AT
      Co.
      or any
      of its Affiliates and has no authority to represent AT
      Co.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    or
      any of
      its Affiliates as to any matters, except as authorized in this Agreement or
      in
      writing by AT
      Co.
      from
      time to time. Neither AT
      Co.
      nor any
      of its Affiliates is an agent of Spinco
      or any
      of its Affiliates and has no authority to represent Spinco
      or any
      of its Affiliates as to any matters, except as authorized in this Agreement
      or
      in writing by Spinco
      from
      time to time.

    


    10.2 Employees
      of the Parties.
      Spinco
      shall be
      solely responsible for payment of compensation to its employees and for any
      injury to them in the course of their employment. Spinco
      shall
      assume full responsibility for payment of all federal, state and local taxes
      or
      contributions imposed or required under unemployment insurance, social security
      and income tax laws with respect to such persons. AT
      Co.
      shall be
      solely responsible for payment of compensation to its employees and for any
      injury to them in the course of their employment. AT
      Co.
      shall
      assume full responsibility for payment of all federal, state and local taxes
      or
      contributions imposed or required under unemployment insurance, social security
      and income tax laws with respect to such persons.

    


    10.3 Notices.
      All
      notices and other communications required or permitted hereunder may be
      telephonic, by electronic mail or in writing and will be deemed to have been
      given when provided to the appropriate party in accordance with the contact
      information specified below:

     

    If
      to
      Spinco, to:

    


    Prior
      to
      Merger: 

    


          Alltel
      Holding Corp. 

    4001
      Rodney Parham Road

    Little
      Rock, AR 72212

    Attention:
      General Counsel

    


    Following
      Merger: 

    


    Windstream
      Corporation 

    4001
      Rodney Parham Road

    Little
      Rock, AR 72212

    Attention:
      General Counsel

    


    If
      to
AT
      Co.,
      to:

     

    ALLTEL
      Corporation

    One
      Allied Drive

    Little
      Rock, AR 72202

    Attention:
      Chief Legal Officer

    


    or
      to
      such other Person or contact information as either party may from time to time
      designate for itself by like notice.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    10.4 Governing
      Law.
      

     

    (a) This
      Agreement shall be construed in accordance with, and governed by, the internal
      Laws of the State of Delaware without giving effect to principles of conflicts
      of law. 

     

    (b) The
      parties hereby irrevocably waive any and all right to trial by jury in any
      legal
      proceeding arising out of or related to this Agreement.

     

    10.5 Assignment.

     

    (a) Neither
      this Agreement nor any of the rights, benefits or obligations hereunder may
      be
      assigned or delegated by AT Co. or Spinco (whether by operation of law or
      otherwise) without the prior written consent of the other party, which consent
      shall not be unreasonably withheld; provided, however (i) this Agreement shall
      be binding upon and inure to the benefit of Windstream Corporation, as the
      successor corporation in the merger of Spinco with and into the Company as
      part
      of the Merger without the consent or other action by any party hereto and (ii)
      in all other cases no such consent shall be required for an assignment or
      delegation by any party hereto to a successor to all or a substantial portion
      of
      the assets or the business of such party so long as such assignee or delegee
      executes a written assumption of such party’s obligations hereunder with respect
      to the rights or obligations assigned or delegated, and delivers such written
      assumption to the other party within a reasonable period of time after the
      effective date of such assignment or delegation. Subject to the preceding
      sentences, this Agreement will be binding upon, inure to the benefit of and
      be
      enforceable by AT Co. and Spinco and their respective successors and permitted
      assigns

     

    10.6 Entire
      Agreement.
      This
      Agreement (including the Schedules and Exhibits attached hereto) constitutes
      the
      entire agreement between the parties pertaining to the subject matter hereof
      and
      supersedes all prior and contemporaneous agreements, arrangements and
      understandings of the parties with respect to such subject matter.

     

    10.7 Amendments
      and Waivers.
      Any
      provision of this Agreement may be amended if, and only if, such amendment
      is in
      writing and signed by both parties. Any provision of this Agreement may be
      waived to the extent permitted by applicable Law if, and only if, such waiver
      is
      in writing and signed by the party granting the waiver. No failure or delay
      by
      any party in exercising any right, remedy, power or privilege hereunder shall
      operate as a waiver thereof nor shall any single or partial exercise thereof
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy, power or privilege.

     

    10.8 Headings.
      The
      headings of the Articles and Sections of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this Agreement
      or
      to affect the construction hereof.

     

    10.9 Severability.
      Each
      term or provision of this Agreement shall be interpreted in such manner as
      to be
      effective and valid under applicable Law, but in case any one or more of the
      provisions contained herein shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such provision shall be ineffective
      to
      the extent but only to the extent of such invalidity, illegality or
      unenforceability, without rendering invalid or unenforceable the remainder
      of
      such provision or provisions of this Agreement; provided, 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    however,
      that if the removal of such offending provision materially alters the burdens
      or
      benefits of either of the parties under this Agreement, the parties agree to
      negotiate in good faith such modifications to this Agreement, if any, as are
      appropriate to ensure that the burdens and benefits of each party under such
      modified Agreement are reasonably comparable to the burdens and benefits
      originally contemplated herein.

     

    10.10 No
      Third-Party Beneficiaries.
      With
      the exception of the parties to this Agreement and their respective successors
      and permitted assigns, and there shall exist no right of any person to claim
      a
      beneficial interest in this Agreement or any rights arising out of this
      Agreement; provided, however, that with respect to Section 1.4 and Section
      5.2
      only, the Company is and shall be a stated and intended third party
      beneficiary.

     

    10.11 Remedies
      Cumulative.
      Except
      as otherwise provided herein, all rights, powers and remedies provided under
      this Agreement or otherwise available in respect hereof at law or in equity
      shall be cumulative and not alternative, and the exercise or beginning of the
      exercise of any right, power or remedy by a party shall not preclude the
      simultaneous or later exercise of any other such right, power or remedy by
      such
      party.

     

    10.12 Expenses.
      Except
      as otherwise provided in this Agreement, the parties shall bear their own
      expenses (including all time and expenses of counsel, financial advisors,
      consultants, actuaries and independent accountants) incurred in connection
      with
      this Agreement.

     

    10.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, which may be delivered
      by
      facsimile, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

     

    10.14 Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or any covenant set forth in this Agreement is otherwise
      breached. It is accordingly agreed that the parties shall be entitled to an
      injunction or injunctions to enforce specifically the performance of this
      Agreement in accordance with its terms and provisions and to prevent breaches
      of
      covenants set forth in this Agreement. The foregoing right is in addition to,
      and not in lieu of, any other rights a party hereto may have in respect of
      a
      breach of this Agreement, whether at law or in equity.

     

    10.15 No
      Set-Off.
      The
      obligations under this Agreement shall not be subject to set-off for
      non-performance or any monetary or non-monetary claim by any party or any of
      their respective Affiliates under any other agreement between the parties or
      any
      of their respective Affiliates. 

     

    10.16 Confidentiality.

     

    (a) Spinco
      and its
      Affiliates and their respective officers, directors, partners, managers,
      shareholders, employees, agents and representatives will not disclose any
      confidential information about AT
      Co.
      or any
      of its Affiliates obtained as a result of the exercise of its rights or
      performance of its obligations under this Agreement unless disclosure is
      compelled by judicial or administrative process or, based on advice of such
      Person’s counsel, by other requirements of 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    law.
      The
      obligations of Spinco
      under
      this Section 10.16(a) will survive the termination or expiration of this
      Agreement.

     

    (b) AT
      Co.
      and its
      Affiliates and their respective officers, directors, partners, managers,
      shareholders, employees, agents and representatives will not disclose any
      confidential information about Spinco
      or any
      of its Affiliates obtained as a result of the exercise of its rights or
      performance of its obligations under this Agreement unless disclosure is
      compelled by judicial or administrative process or, based on advice of such
      Person’s counsel, by other requirements of law. The obligations of AT
      Co.
      under
      this Section 10.16(b) will survive the termination or expiration of this
      Agreement. 

     

    10.17 Facilities
      and Systems Security.
      If
      either party or its personnel will be given access to the other party’s
      facilities, premises, equipment or systems, such party will comply with all
      such
      other party’s written security policies, procedures and requirements made
      available by each party to the other, and will not tamper with, compromise,
      or
      circumvent any security or audit measures employed by such other party. Each
      party shall use its reasonable best efforts to ensure that only those of its
      personnel who are specifically authorized to have access to the facilities,
      premises, equipment or systems of the other party gain such access, and to
      prevent unauthorized access, use, destruction, alteration or loss in connection
      with such access.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     


    
      
        
          14

        

        
        

      

       

    



    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      as of the date first above written.

    
      	 	
              ALLTEL
                CORPORATION

            
	 	 
	 	 
	 	
              By:
                /s/ Richard N. Massey                            

            
	 	
              Name:
                Richard N. Massey

            
	 	
              Title:
                Executive Vice President - General Counsel and
                Secretary

            
	 	 
	 	 
	 	
              ALLTEL
                HOLDING CORP.

            
	 	 
	 	 
	 	
              By: 
                /s/ John P. Fletcher                                

            
	 	
              Name: 
                John P. Fletcher

            
	 	
              Title:
                Executive Vice President and General
                Counsel

            


    

    


    


    



    
      
        
        

      

      
        15