VOTING AGREEMENT BETWEEN ALLTEL CORPORATION AND CERTAIN SHAREHOLDERS OF VALOR
      COMMUNICATIONS GROUP, INC.


    Exhibit
      10.1

    


     

    VOTING
      AGREEMENT

     

    VOTING
      AGREEMENT (this “Agreement”) dated as of December 8, 2005, is by and among
      ALLTEL Holding Corp., a Delaware corporation (“Spinco”), and each Person (as
      defined in the Merger Agreement (as defined below)) listed on the signature
      page
      hereof as a stockholder (each, a “Stockholder” and, collectively, the
“Stockholders”). For purposes of this Agreement, capitalized terms used and not
      defined herein shall have the respective meanings ascribed to them in the
      Agreement and Plan of Merger, dated as of the date hereof (the “Merger
      Agreement”), by and between Spinco, ALLTEL Corporation, a Delaware corporation
      ("AT Co.") and Valor Communications Group, Inc., a Delaware corporation (the
      “Company”).

     

    RECITALS

     

    A. Each
      Stockholder “beneficially owns” (as such term is defined in Rule 13d-3
      promulgated under the Securities Exchange Act of 1934, as amended) and is
      entitled to dispose of (or to direct the disposition of) and to vote (or to
      direct the voting of) the number of shares of common stock, par value $.0001
      per
      share, of the Company (the “Common Stock”) set forth opposite such Stockholder’s
      name on Schedule A
      hereto
      (such shares of Common Stock, together with all other shares of capital stock
      of
      the Company acquired by any Stockholder after the date hereof and during the
      term of this Agreement, being collectively referred to herein as the “Subject
      Shares”).

     

    B. Concurrently
      with the execution and delivery of this Agreement, Spinco and the Company are
      entering into the Merger Agreement providing for the merger of Spinco with
      and
      into the Company, with the Company surviving the Merger (the “Merger”) upon the
      terms and subject to the conditions set forth therein.

     

    C. As
      a
      condition to entering into the Merger Agreement, Spinco has required that the
      Stockholders enter into this Agreement, and the Stockholders desire to enter
      into this Agreement to induce Spinco to enter into the Merger
      Agreement.

     

    D. The
      Board
      of Directors of the Company has taken all actions so that the restrictions
      contained in the Company’s certificate of incorporation and the General
      Corporation Law of the State of Delaware (the “DGCL”) applicable to a “business
      combination” (as defined in Section 203 of the DGCL) will not apply to the
      execution, delivery or performance of this Agreement or the Merger Agreement,
      or
      to the consummation of the Merger, this Agreement and the Merger
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual premises,
      representations, warranties, covenants and agreements contained herein, the
      parties hereto, intending to be legally bound, hereby agree as follows:


     

    1.  Representations
      and Warranties of Each Stockholder.

     

    Each
      Stockholder severally (and not jointly) represents and warrants to Spinco as
      follows:

     

    (a)  Due
      Authorization and Organization.
      Such
      Stockholder is duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of incorporation or organization (as applicable).
      Such
      Stockholder has all requisite legal power (corporate or other) and authority
      to
      execute and deliver this Agreement and to consummate the transactions
      contemplated hereby. This Agreement has been duly authorized, executed and
      delivered by such Stockholder and constitutes a valid and binding obligation
      of
      such Stockholder enforceable in accordance with its terms subject to
      (i) bankruptcy, insolvency, moratorium and other similar laws now or
      hereafter in effect relating to or affecting creditors’ rights generally, and
      (ii) general principles of equity (regardless of whether considered in a
      proceeding at law or in equity). 

     

    (b)  No
      Conflicts.
      (i) No
      filing by such Stockholder with any governmental body or authority, and no
      authorization, consent or approval of any other person is necessary for the
      execution of this Agreement by such Stockholder and the consummation by such
      Stockholder of the transactions contemplated hereby and (ii) none of the
      execution and delivery of this Agreement by such Stockholder, the consummation
      by such Stockholder of the transactions contemplated hereby or compliance by
      such Stockholder with any of the provisions hereof shall (A) conflict with
      or
      result in any breach of the organizational documents of such Stockholder, (B)
      result in, or give rise to, a violation or breach of or a default under (with
      or
      without notice or lapse of time, or both) any of the terms of any material
      contract, trust agreement, loan or credit agreement, note, bond, mortgage,
      indenture, lease, permit, understanding, agreement or other instrument or
      obligation to which such stockholder is a party or by which such Stockholder
      or
      any of its Subject Shares or assets may be bound, or (C) violate any applicable
      order, writ, injunction, decree, judgment, statute, rule or regulation, except
      for any of the foregoing as would not reasonably be expected to prevent such
      Stockholder from performing its obligations under this Agreement. 

     

    (c)  The
      Subject Shares.
      Schedule
      A
      sets
      forth, opposite such Stockholder’s name, the number of Subject Shares over which
      such Stockholder has record or beneficial ownership as of the date hereof.
      As of
      the date hereof, such Stockholder is the record or beneficial owner of the
      Subject Shares denoted as being owned by such Stockholder on Schedule
      A
      and has
      the sole power to vote (or cause to be voted) such Subject Shares. Except as
      set
      forth on such Schedule
      A,
      neither
      such Stockholder nor any controlled affiliate of such Stockholder owns or holds
      any right to acquire any additional shares of any class of capital stock of
      the
      Company or other securities of the Company or any interest therein or any voting
      rights with respect to any securities of the Company. Such Stockholder has
      good
      and valid title to the Subject Shares denoted as being owned by such Stockholder
      on Schedule
      A,
      free
      and clear of any and all pledges, mortgages, liens, charges, proxies, voting
      agreements, encumbrances, adverse claims, options, security interests and
      demands of any nature or kind whatsoever, other than those created by this
      Agreement, as disclosed on Schedule
      A,
      or as
      would not prevent such Stockholder from performing its obligations under this
      Agreement.

     

    (d)  Reliance
      By Spinco.
      Such
      Stockholder understands and acknowledges that Spinco is entering into the Merger
      Agreement in reliance upon such Stockholder’s execution and delivery of this
      Agreement.

     

    (e)  Litigation.
      As of
      the date hereof, there is no action, proceeding or investigation pending or
      threatened against such Stockholder that questions the validity of this
      Agreement or any action taken or to be taken by such Stockholder in connection
      with this Agreement.

     

    2.  Representations
      and Warranties of Spinco.
      

     

    Spinco
      hereby represents and warrants to the Stockholders as follows:

     

    (a)  Due
      Authorization and Organization.
      Spinco
      is duly organized, validly existing and in good standing under the laws of
      the
      State of Delaware. Spinco has all requisite corporate power and authority to
      execute and deliver this Agreement and to consummate the transactions
      contemplated hereby. This Agreement has been duly authorized, executed and
      delivered by Spinco and constitutes a valid and binding obligation of Spinco
      enforceable in accordance with its terms subject to (i) bankruptcy,
      insolvency, moratorium and other similar laws now or hereafter in effect
      relating to or affecting creditors’ rights generally, and (ii) general
      principles of equity (regardless of whether considered in a proceeding at law
      or
      in equity).

     

    (b)  Conflicts.
      (i) No
      filing by Spinco with any governmental body or authority, and no authorization,
      consent or approval of any other person is necessary for the execution of this
      Agreement by Spinco and the consummation by Spinco of the transactions
      contemplated hereby and (ii) none of the execution and delivery of this
      Agreement by Spinco, the consummation by Spinco of the transactions contemplated
      hereby or compliance by Spinco with any of the provisions hereof shall (A)
      conflict with or result in any breach of the certificate of incorporation or
      by-laws of Spinco, (B) result in, or give rise to, a violation or breach of
      or a
      default under (with or without notice or lapse of time, or both) any of the
      terms of any material contract, loan or credit agreement, note, bond, mortgage,
      indenture, lease, permit, understanding, agreement or other instrument or
      obligation to which Spinco is a party or by which Spinco or any of its assets
      may be bound, or (C) violate any applicable order, writ, injunction, decree,
      judgment, statute, rule or regulation, except for any of the foregoing as would
      not prevent Spinco from performing its obligations under this
      Agreement.

     

    (c)  Reliance
      by the Stockholders.
      Spinco
      understands and acknowledges that the Stockholders are entering into this
      Agreement in reliance upon the execution and delivery of the Merger Agreement
      by
      Spinco.

     

    3.  Covenants
      of Each Stockholder.
      

     

    Until
      the
      termination of this Agreement in accordance with Section 5, each Stockholder,
      in
      its capacity as such, agrees as follows:

     

    (a)  At
      the
      Company Stockholders Meeting or at any adjournment, postponement or continuation
      thereof or in any other circumstances occurring prior to the Company
      Stockholders Meeting upon which a vote or other approval with respect to the
      Merger and the Merger Agreement is sought, each Stockholder shall vote (or
      cause
      to be voted) the Subject Shares (and each class thereof) held by such
      Stockholder (i) in favor of the approval of the Merger and the approval and
      adoption of the Merger Agreement; and (ii) except with the written consent
      of
      Spinco, against any Company Acquisition Proposal. Any such vote shall be cast
      in
      accordance with such procedures relating thereto so as to ensure that it is
      duly
      counted for purposes of determining that a quorum is present and for purposes
      of
      recording the results of such vote. Each Stockholder agrees not to enter into
      any agreement or commitment with any person the effect of which would be
      inconsistent with or violative of the provisions and agreements contained in
      this Section 3(a).

     

    (b)  Each
      Stockholder agrees not
      to,
      directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign
      or
      otherwise dispose of (collectively, a “Transfer”) or enter into any agreement,
      option or other arrangement with respect to, or consent to a Transfer of, or
      convert or agree to convert, any or all of the Subject Shares to any person,
      other than in accordance with the Merger Agreement, except in each case for
      Transfers to such Stockholder’s affiliates as agree to be bound hereby, or (ii)
      grant any proxies (other than the Company proxy card in connection with the
      Company Stockholders Meeting if and to the extent such proxy is consistent
      with
      the Stockholder’s obligations under Section 3(a) hereof), deposit any Subject
      Shares into any voting trust or enter into any voting arrangement, whether
      by
      proxy, voting agreement or otherwise, with respect to any of the Subject Shares,
      other than pursuant to this Agreement. Such Stockholder further agrees not
      to
      commit or agree to take any of the foregoing actions or take any action that
      would have the effect of preventing, impeding, interfering with or adversely
      affecting its ability to perform its obligations under this
      Agreement.

     

    (c)  Such
      Stockholder shall not, nor shall such Stockholder permit any controlled
      affiliate of such Stockholder to, nor shall such Stockholder act in concert
      with
      or permit any controlled affiliate to act in concert with any person to make,
      or
      in any manner participate in, directly or indirectly, a “solicitation” (as such
      term is used in the rules of the Securities and Exchange Commission) of proxies
      or powers of attorney or similar rights to vote, or seek to advise or influence
      any person with respect to the voting of, any shares of Common Stock intended
      to
      facilitate any Company Acquisition Proposal or to cause stockholders of the
      Company not to vote to approve and adopt the Merger Agreement. Such Stockholder
      shall not, and shall direct any investment banker, attorney, agent or other
      adviser or representative of such Stockholder not to, directly or indirectly,
      through any officer, director, agent or otherwise, enter into, solicit,
      initiate, conduct or continue any discussions or negotiations with, or knowingly
      encourage or respond to any inquiries or proposals by, or provide any
      information to, any person, other than Spinco, relating to any Company
      Acquisition Proposal. Each Stockholder hereby represents that, as of the date
      hereof, it is not engaged in discussions or negotiations with any party other
      than Spinco and AT Co. with respect to any Company Acquisition
      Proposal.

     

    4.  Stockholder
      Capacity.
      

     

    No
      Person
      executing this Agreement, or any officer, director, partner, employee, agent
      or
      representative of such Person, who is or becomes during the term of this
      Agreement a director or officer of the Company shall be deemed to make any
      agreement or understanding in this Agreement in such Person’s capacity as a
      director or officer. Each Stockholder is entering into this Agreement solely
      in
      his or her capacity as the record holder or beneficial owner of, or the trustee
      of a trust whose beneficiaries are the beneficial owners of, such Stockholder’s
      Subject Shares and nothing herein shall limit or affect any actions taken by
      a
      Stockholder in his or her capacity as a director or officer of the
      Company.

     

    5.  Termination.
      

     

    This
      Agreement shall terminate (i) upon the earlier of (A) the approval and adoption
      of the Merger Agreement at the Company Stockholders Meeting, (B) provided that
      the Company Stockholders Meeting shall have been held, the failure of the
      stockholders of the Company to approve and adopt the Merger Agreement at the
      Company Stockholders Meeting, (C) the Merger Agreement is amended in
      a
      manner that is materially disadvantageous to the Stockholders without the
      Stockholders’ consent and (D) the termination of the Merger Agreement in
      accordance with its terms by any party thereto for any reason, or (ii) at any
      time upon notice by Spinco to the Stockholders. No party hereto shall be
      relieved from any liability for intentional breach of this Agreement by reason
      of any such termination. Notwithstanding the foregoing, Section 6 and
      Sections 11 through 21, inclusive, of this Agreement shall survive the
      termination of this Agreement.

     

    6.  Appraisal
      Rights.
      

     

    To
      the
      extent permitted by applicable law, each Stockholder hereby waives any rights
      of
      appraisal or rights to dissent from the Merger that it may have under applicable
      law. 

     

    7.  Publication.
      

     

    Each
      Stockholder hereby authorizes Spinco and the Company to publish and disclose
      in
      the Proxy Statement/Prospectus and the Registration Statement (including any
      and
      all documents and schedules filed with the Securities and Exchange Commission
      relating thereto) its identity and ownership of shares of Common Stock and
      the
      nature of its commitments, arrangements and understandings pursuant to this
      Agreement. 

     

    8.  Amendment
      of Company Securityholders Agreement.

     

    Each
      Stockholder shall take all action necessary, and shall use its reasonable
      best efforts to cause each other stockholder of the Company party thereto,
      to cause the Securityholders Agreement, dated as of February 14, 2005, by and
      among the Company, the Stockholders and certain other
      stockholders of the Company (the "Company Securityholders Agreement")
      to be
      amended effective as of the Effective Time (as defined in the Merger Agreement),
      without any cost or liability to the Company, such that from and after the
      Effective Time, the Company Securityholders Agreement shall have substantially
      the terms set forth on Exhibit G to the Merger Agreement.

     

    9.  Affiliate
      Letters. 

     

    Each
      Stockholder agrees to execute a Rule 145 Affiliate Agreement in substantially
      the form attached as Exhibit
      F to the
      Merger Agreement, as soon as practicable after the date hereof.

     

    10.  Governing
      Law.
      

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware without giving effect to the conflicts of law principles
      thereof.

     

    11.  Jurisdiction;
      Waiver of Jury Trial.
      

     

    (a)  Each
      of
      the parties hereto (a) consents to submit itself to the personal jurisdiction
      of
      any federal court located in the State of Delaware or any Delaware state court
      in the event any dispute arises out of this Agreement or any of the transactions
      contemplated by this Agreement, (b) agrees that it will not attempt to deny
      or
      defeat such personal jurisdiction by motion or other request for leave from
      any
      such court and (c) agrees that it will not bring any action relating to this
      Agreement or any of the transactions contemplated by this Agreement in any
      court
      other than a federal or state court sitting in the State of
      Delaware.

     

    (b)  Each
      of
      the parties hereto irrevocably waives all right to trial by jury in any action,
      suit, proceeding or counterclaim (whether based on contract, tort or otherwise)
      arising out of or relating to this Agreement or the actions of the parties
      hereto in the negotiation, administration, performance and enforcement hereof.
      

     

    12.  Specific
      Performance.
      

     

    The
      parties 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 were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions of this
      Agreement in any court of the United States located in the State of Delaware
      or
      in Delaware state court, this being in addition to any other remedy to which
      they are entitled at law or in equity.

     

    13.  Amendment,
      Waivers, Etc. 

     

    This
      Agreement may be amended by Spinco and the Stockholders at any time before
      or
      after adoption of the Merger Agreement by the stockholders of the Company;
      provided, however, that after such adoption, no amendment shall be made that
      by
      Law or in accordance with the rules of any relevant stock exchange or automated
      inter-dealer quotation system requires further approval by such stockholders
      without such further approval. This Agreement may not be amended except by
      an
      instrument in writing signed by Spinco and the Stockholders. At any time prior
      to the Effective Time, Spinco and the Stockholders may, to the extent legally
      allowed, (i) extend the time for the performance of any of the obligations
      or
      acts of the other party; (ii) waive any inaccuracies in the representations
      and
      warranties of the other party contained herein or in any document delivered
      pursuant to this Agreement; and (iii) waive compliance with any of the
      agreements or conditions of the other party contained herein; provided, however,
      that no failure or delay by Spinco or the Stockholders in exercising any right
      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 hereunder. Any agreement on the part of Spinco or the
      Stockholders to any such extension or waiver shall be valid only if set forth
      in
      an instrument in writing signed on behalf of such party.

     

    14.  Assignment;
      No Third Party Beneficiaries.
      

     

    Neither
      this Agreement nor any of the rights, benefits or obligations hereunder may
      be
      assigned by any of the parties hereto (whether by operation of law or otherwise)
      without the prior written consent of all of the other parties. Subject to the
      preceding sentence, this Agreement will be binding upon, inure to the benefit
      of
      and be enforceable by the parties hereto and their respective successors and
      permitted assigns. Nothing in this Agreement, express or implied, is intended
      to
      or shall confer upon any Person (other than Spinco and the Stockholders and
      their respective successors and permitted assigns) any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this Agreement,
      and no Person (other than as so specified) shall be deemed a third party
      beneficiary under or by reason of this Agreement.

     

    15.  Notices.
      

     

    All
      notices, consents, requests, instructions, approvals and other communications
      provided for in this Agreement shall be in writing and shall be deemed validly
      given upon personal delivery or one day after being sent by overnight courier
      service or by telecopy (so long as for notices or other communications sent
      by
      telecopy, the transmitting telecopy machine records electronic conformation
      of
      the due transmission of the notice), at the following address or telecopy
      number, or at such other address or telecopy number as a party may designate
      to
      the other parties:

     

    If
      to
      Spinco, to:

     

    AT
      Holding Corp.

    One
      Allied Drive

    Little
      Rock, Arkansas 72202

    Attention:
      Chief Executive Officer

    (with
      a
      copy to the Chairman)

    Telecopy:
      (501) 905-0962

     

    If
      to any
      Stockholder, at the address set forth under such Stockholder’s name on
Schedule A
      hereto
      or to such other address as the party to whom notice is to be given may have
      furnished to the other parties in writing in accordance herewith.

     

    16.  Severability.
      

     

    If
      any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, it shall be adjusted rather than voided, if possible, in order to
      achieve the intent of the parties hereto to the maximum extent possible. In
      any
      event, the invalidity or unenforceability of any provision of this Agreement
      in
      any jurisdiction shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of this Agreement, including that provision, in any other
      jurisdiction.

     

    17.  Integration.
      

     

    This
      Agreement (together with the Merger Agreement to the extent referenced herein),
      including Schedule A
      hereto,
      constitutes the full and entire understanding and agreement of the parties
      with
      respect to the subject matter hereof and thereof and supersedes any and all
      prior understandings or agreements relating to the subject matter hereof and
      thereof. 

     

    18.  Mutual
      Drafting.
      

     

    Each
      party hereto has participated in the drafting of this Agreement, which each
      party acknowledges is the result of extensive negotiations between the
      parties.

     

    19.  Section
      Headings.
      

     

    The
      section headings of this Agreement are for convenience of reference only and
      are
      not to be considered in construing this Agreement.

     

    20.  Counterparts.
      

     

    This
      Agreement may be executed in one or more counterparts (including by facsimile),
      each of which shall be an original, with the same effect as if the signatures
      thereto and hereto were upon the same instrument.

     

    21.  Definitions.
      

     

    References
      in this Agreement (except as specifically otherwise defined) to “affiliates”
      shall mean, as to any person, any other person which, directly or indirectly,
      controls, or is controlled by, or is under common control with, such person.
      As
      used in this definition, “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean the possession,
      directly or indirectly, of the power to direct or cause the direction of
      management or policies of a person, whether through the ownership of securities
      or partnership or other ownership interests, by contract or
      otherwise.

     

     

     

    


     


    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

     

    ALLTEL
      HOLDING CORP.

    


    


    By:
      /s/ Jeffrey R. Gardner         

       Name:
      Jeffrey R.
      Gardner

       Title:
      President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WCAS
      MANAGEMENT CORPORATION

    


    


    


    By: /s/
      Jonathan M. Rather           

    Name:
      Jonathan M. Rather

    Title:
      Treasurer

    


    


    Russell
      L. Carson

    Andrew
      M.
      Paul

    Pondfield
      Holdings, L.P.

    Thomas
      E.
      McInerney

    Robert
      A.
      Municucci

    Anthony
      J. deNicola

    Paul
      B.
      Queally

    Lawrence
      B. Sorrel

    D.
      Scott
      Mackesy

    John
      Clark

    Sean
      M.
      Traynor

    John
      Almeida, Jr.

    Sanjay
      Swani

    Eric
      Lee

    Jonathan
      M. Rather

    


    


    


    By: /s/
      Jonathan M. Rather            


    Jonathan
      M. Rather, Individually and as

    Attorney-in-Fact

    


    


    


    THE
      PATRICK WELSH 2004 IRREVOCABLE

    TRUST

    


    


    


    By:
      /s/
      Carol
      Welsh                

    Name:
      Carol Welsh

    Title:
      Trustee

    


    


    


    THE
      BRUCE
      K. ANDERSON 2004

    IRREVOCABLE
      TRUST

    


    


    


    By: /s/
      Mary A. Anderson             
      

    Name:
      Mary A. Anderson

    Title:
      Trustee

    


    


    


    /s/
      Jill Hanau                   


    JILL
      HANAU

    


    


    


    /s/
      Lauren Melkus                    
       

    LAUREN
      MELKUS

    


    


    


    


    


    ESTATE
      OF
      RUDOLPH E. RUPERT

    


    


    


    By: /s/
      Claudia de Dominicis            


    Claudia
      de Dominicis, Executor

    


    


    


    WELSH
      CARSON ANDERSON & STOWE IX, L.P.

    


    


    By:
       WCAS
      IX
      Associates LLC,

    Its
      General Partner

    


    


    


    By: /s/
      Jonathan M. Rather              


    Name:
      Jonathan M. Rather

    Title:
      Managing Member

    


    


    


    


    WCAS
      CAPITAL PARTNERS III, L.P.

    


    By:
       WCAS
      CP
      III Associates LLC,

    Its
      General Partner

    


    


    


    By: /s/
      Jonathan M. Rather              

    Name:
      Jonathan M. Rather

    Title:
      Managing Member

    


    


    


    


    WELSH
      CARSON ANDERSON & STOWE VIII, L.P.

    


    


    


    


    By:
       WCAS
      VIII
      Associates LLC,

    Its
      General Partner

    


    


    


    By: /s/
      Jonathan M. Rather              

    Name:
      Jonathan M. Rather

    Title:
      Managing Member


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    /s/
      Michael Donovan              

    MICHAEL
      DONOVAN

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    VESTAR
      CAPITAL PARTNERS III, L.P.

    


    By:  Vestar
      Associates III, L.P.,

    Its
      General Partner

    By:  Vestar
      Associates Corporation III,

    Its
      General Partner

    


    


    By: /s/
      Norman W. Alpert             

    Name:
      Norman W. Alpert

    Title:
      Managing Director

    


    


    


    


    


    VESTAR
      CAPITAL PARTNERS IV, L.P.,

    


    By:
       Vestar
      Associates IV, L.P.

    Its
      General Partner

    By:
       Vestar
      Associates Corporation IV,

    Its
      General Partner

    


    


    


    By: /s/
      Norman W. Alpert              

    Name:
      Norman W. Alpert

    Title:
      Managing Director

    


    


    


    


    


    VESTAR/VALOR,
      LLC

    


    By:
       Vestar
      Associates IV, L.P.,

    Its
      Managing Member

    By:
       Vestar
      Associates Corporation IV,

    Its
      General Partner

    


    


    


    By: /s/
      Norman W. Alpert                

    Name:
      Norman W. Alpert

    Title:
      Managing Director


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    /s/
      Norman W. Alpert                      

    NORMAN
      W.
      ALPERT

    


    


    


    


    


    


    /s/
      Frederico Pena                                 
      

    FREDERICO
      PENA

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      A

     

    STOCKHOLDERS

     

    
      	
              Stockholder

            	
              Shares
                of 

              Common
                Stock

            	
              Percentage

            
	
              WCAS
                Management Corporation*

            	
              745

            	
              0.00%

            
	
              Welsh
                Carson Anderson & Stowe IX, L.P.*

            	
              9,201,511

            	
              12.94%

            
	
              WCAS
                Capital Partners III, L.P.*

            	
              1,219,114

            	
              1.71%

            
	
              Welsh
                Carson Anderson & Stowe VIII, L.P.*

            	
              9,153,796

            	
              12.87%

            
	
              The
                Patrick Welsh 2004 Irrevocable Trust*

            	
              113,543

            	
              0.16%

            
	
              Russell
                L. Carson*

            	
              113,543

            	
              0.16%

            
	
              The
                Bruce K. Anderson 2004 Irrevocable Trust*

            	
              113,543

            	
              0.16%

            
	
              Andrew
                M. Paul*

            	
              75,110

            	
              0.11%

            
	
              Pondfield
                Holdings, L.P.*

            	
              18,648

            	
              0.03%

            
	
              Thomas
                E. McInerney*

            	
              113,543

            	
              0.16%

            
	
              Robert
                A. Municucci*

            	
              28,280

            	
              0.04%

            
	
              Anthony
                J. de Nicola*

            	
              42,579

            	
              0.06%

            
	
              Paul
                B. Queally*

            	
              24,059

            	
              0.03%

            
	
              Lawrence
                B. Sorrel*

            	
              37,913

            	
              0.05%

            
	
              D.
                Scott Mackesy*

            	
              820

            	
              0.00%

            
	
              John
                Clark*

            	
              671

            	
              0.00%

            
	
              Sean
                M. Traynor*

            	
              1,119

            	
              0.00%

            
	
              John
                Almeida, Jr.*

            	
              783

            	
              0.00%

            
	
              Sanjay
                Swani*

            	
              11,571

            	
              0.02%

            
	
              Eric
                Lee*

            	
              373

            	
              0.00%

            
	
              Jonathan
                M. Rather*

            	
              1,865

            	
              0.00%

            
	
              Lauren
                Melkus*

            	
              18,526

            	
              0.03%

            
	
              Estate
                of Rudolph E. Rupert

            	
              9,936

            	
              0.01%

            
	
              Jill
                Hanau*

            	
              28,281

            	
              0.04%

            
	
              Michael
                Donovan*

            	
              9,705

            	
              0.01%

            
	
              Vestar
                Capital Partners III, L.P.***

            	
              2,315,731

            	
              3.26%

            
	
              Vestar
                Capital Partners IV, L.P.***

            	
              7,152,952

            	
              10.06%

            
	
              Vestar/Valor,
                LLC***

            	
              134,990

            	
              0.19%

            
	
              Norman
                W. Alpert***

            	
              9,705

            	
              0.01%

            
	
              Frederico
                Pena***

            	
              9,705

            	
              0.01%

            
	
               

              Total:

            	
              29,952,955

            	
              42.12%

            


    

    


    *The
      address for such Stockholder is c/o Welsh, Carson, Anderson & Stowe, 320
      Park Avenue, Suite 2500, New York, NY 10022.

    **The
      address for such Stockholder is c/o Claudia de Dominicis, 120 E. 87th Street,
      New York, NY 10128.

    ***The
      address for such Stockholder is c/o Vestar Capital Partners, 245 Park Avenue,
      41st Floor New York, NY 10167.