COMMITMENT LETTER FROM J.P. MORGAN SECURITIES, INC., JPMORGAN CHASE BANK, N.A.,
      MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND MERRILL LYNCH CAPITAL CORPORATION


    Exhibit
      10.3

    
 

    
      
        	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 “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 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 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 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 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 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 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 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.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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. Paras
	
              Name: Stephen
                B. Paras

            
	
              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. Paras
	
              Name: Stephen
                B. Paras

            
	
              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

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      1

    


    SOURCES
      AND USES OF FUNDS

    


    ($
      in
      millions)

     

    
      	
               

              Sources

               

            	 	
              Uses

            	 
	
              Senior
                Credit Facilities

              Revolving
                Credit Facility

            	
              $ 901 

            	
              Dividend
                to Alltel

            	
              $ 2,400

            
	
              Term
                Facilities

              Tranche
                A and Tranche B

            	
               

              $ 3,300

            	
              Refinance
                Merger Partner Bank Facility (including the payment of related
                premiums)

            	
              $ 783

            
	
              Tranche
                C2 

            	
              $ 0

            	
              Assumed
                Merger Partner Bonds

            	
              $ 0

            
	 	 	
              Refinance
                Alltel Bonds (including the payment of related premiums)

            	
              $ 92

            
	
              Distributed
                Notes

            	
              $ 1,538

            	
              Debt-for-Debt
                Exchange

            	
              $ 1,538

            
	
              Assumed
                Spinco Debt

            	
              $ 181

            	
              Assumption
                of Alltel Debt

            	
              $ 181

            
	 	 	
              Transaction
                Costs

            	
              $ 115

            
	 	 	 	 
	
              Total
                Sources

            	
              $ 5,109

            	
              Total
                Uses

            	
              $ 5,109

            


    

    


    


    

      

      
        1
          The
          remainder of the $500 million of commitments under the Revolving Credit
          Facility
          will not be utilized at closing, except for Letters of Credit that may
          be issued
          to replace letters of credit under Merger Partner’s existing bank facility
          identified on Schedule 2 hereto.

      

      
        2
          Tranche
          C Term Loans will be funded to the extent that Merger Partner Bonds are
          put to
          the issuer pursuant to a change of control offer required under the applicable
          indenture.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      2

    


    INDEBTEDNESS

    


    1. Set
      forth
      below is a list of all indebtedness of Spinco and Merger Partner (or any of
      their respective subsidiaries) that will be repaid on the Closing Date,
      including with the proceeds of the Facilities or the Refinancing
      Notes:

    


    
      	
              Description

            	
              Principal
                Amount to be Repaid

            
	
              Merger
                Partner Bank Facility
                -
                Amended and Restated Credit Facility dated as of February 14, 2005
                among
                Merger Partner, certain of its affiliates as guarantors and Bank
                of
                America, N.A., as Administrative Agent, and the lenders and other
                agents
                party thereto (as amended by Amendment No. 1 dated as of August 9,
                2005)

            	
              $775
                million of secured loans to be repaid in full with the proceeds of
                the
                Senior Credit Facilities and/or Refinancing Notes

            
	
              Merger
                Partner Bonds
                -
                7-3/4% Senior Notes due 2015 issued by Merger Partner

            	
              Merger
                Partner Bonds to be repaid with the proceeds of Tranche C Term Loans
                to
                the extent put to the issuer as described in footnote 2 of Schedule
                1
                (assumed to be $0)

            
	
              Alltel
                Bonds
                -
                Various bonds issued by Alltel wireline subsidiaries 

            	
              Approximately
                $81 million of Alltel wireline bonds to be repurchased with the proceeds
                of the Senior Credit Facilities and/or Refinancing Notes (expected
                total
                payments of $92 million including the related make-whole
                premiums)

            


    

    


    2. Set
      forth
      below is a list of all indebtedness of Spinco and Merger Partner (or any of
      their respective subsidiaries) that will be outstanding on the Closing Date
      after giving effect to the Transaction:

    


    
      	
              Description

            	
              Principal
                Amount

            
	
              Senior
                Credit Facilities

               
                Revolving Credit Facility

               
                Term Facilities and/or Refinancing Notes

            	
               

              Aggregate
                commitments of $500 million 
                Aggregate
                  of $3.3 billion3 

              

            
	
              Distributed
                Notes

            	
              $1.538
                billion of senior notes to be issued by Spinco to Alltel as consideration
                for the Contribution

            
	
              Assumed
                Spinco Debt
                -
                6-1/2% Notes due 2028 issued by Aliant   

               
                Communications Inc. and 6-1/2% Debentures due 2013 issued by ALLTEL
                

               
                Georgia Communications Corp.

            	
              Approximately
                $181 million of Alltel wireline bonds to be assumed by Spinco in
                connection with the 

               
                Contribution

            
	
              Merger
                Partner Bonds
                -
                7-3/4% Senior Notes due 2015 issued by Merger 

               
                Partner

            	
              $400
                million of Merger Partner Bonds assumed to remain outstanding (see
“Merger
                Partner Bonds” in Part 

               
                1 and “Tranche C” under “Term Facilities” in Part 2
                above)

            


    

    


    


    


    

      

      
        3
          Tranche
          C Term Loans will be funded to the extent Merger Partner Bonds are put
          to the
          issuer as described under “Merger Partner Bonds” in Part 1 above (assumed to be
          $0).

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    
      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.


      

      A-4 

    


    
      
        	 	 	 	 	 
	
                
                

              	 	Mandatory Prepayment
Events: 	 	In addition to scheduled amortization
                payments
                and any 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.