**Exhibit2.5**

AGREEMENT AND PLANOF MERGER

dated as ofSeptember 13, 2006

by and among

FAIRPOINTCOMMUNICATIONS, INC.,

MJD VENTURES,INC.,

FAIRPOINTGERMANTOWN CORPORATION,

AND

THE GERMANTOWNINDEPENDENT TELEPHONE COMPANY

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**Table ofContents**
| **ARTICLE I**   |   | 1                                                                               |
|-----------------|--------|---------------------------------------------------------------------------------|
|            | 1.01   | The Merger                                                                      |   | 1 |
|            | 1.02   | Closing                                                                         |   | 1 |
|            | 1.03   | Effective Time                                                                  |   | 2 |
|            | 1.04   | Articles of Incorporation and Code of Regulations of  the Surviving Corporation |   | 2 |
|            | 1.05   | Directors and Officers of the Surviving Corporation                             |   | 2 |
|            | 1.06   | Effects of the Merger                                                           |   | 2 |
|            | 1.07   | Further Assurances                                                              |   | 2 |
| **ARTICLE II**  |   | 3                                                                               |
|            | 2.01   | Conversion of Capital Shares                                                    |   | 3 |
|            | 2.02   | Exchange of Certificates                                                        |   | 4 |
| **ARTICLE III** |   | 6                                                                               |
|            | 3.01   | Organization and Qualification                                                  |   | 6 |
|            | 3.02   | Capitalization                                                                  |   | 7 |
|            | 3.03   | Authority Relative to this Agreement                                            |   | 8 |
|            | 3.04   | Non-Contravention; Approvals and Consents                                       |   | 8 |
|            | 3.05   | Financial Statements                                                            |   | 9 |
|            | 3.06   | Absence of Certain Changes or Events                                            |   | 10 |
|            | 3.07   | Absence of Undisclosed Liabilities                                              |   | 11 |
|            | 3.08   | Legal Proceedings                                                               |   | 11 |
|            | 3.09   | Information Supplied                                                            |   | 12 |
|            | 3.10   | Compliance with Laws and Orders                                                 |   | 12 |
|            | 3.11   | Compliance with Agreements; Certain Agreements                                  |   | 12 |
|            | 3.12   | Taxes                                                                           |   | 13 |
|            | 3.13   | Employee Benefit Plans; ERISA                                                   |   | 15 |
|            | 3.14   | Labor Matters                                                                   |   | 19 |
|            | 3.15   | Environmental Matters                                                           |   | 21 |
|            | 3.16   | Title to and Condition of Property                                              |   | 23 |
|            | 3.17   | Intellectual Property Rights                                                    |   | 24 |
|            | 3.18   | Insurance                                                                       |   | 24 |
|            | 3.19   | Vote Required                                                                   |   | 24 |
|            | 3.20   | Opinion of Financial Advisor                                                    |   | 25 |
|            | 3.21   | Anti-takeover Statutes Not Applicable                                           |   | 25 |
|            | 3.22   | Business; Franchises and Regulations                                            |   | 25 |
|            | 3.23   | Tariffs: FCC Licenses                                                           |   | 26 |
|            | 3.24   | Rate Base                                                                       |   | 27 |
|            | 3.25   | Overbillings; Refunds                                                           |   | 27 |
|            | 3.26   | Capital Improvements                                                            |   | 27 |
|            | 3.27   | Investment Company                                                              |   | 27 |
|            | 3.28   | Margin Securities                                                               |   | 27 |
|            | 3.29   | Solvency                                                                        |   | 27 |
|            | 3.30   | Brokers or Finders                                                              |   | 27 |
|            | 3.31   | Books of Account                                                                |   | 28 |
|            | 3.32   | Intracompany Contracts                                                          |   | 28 |

 

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|                 | 3.33   | Customers                                                        |   | 28 |
|-----------------|--------|------------------------------------------------------------------|--------|----|
|            | 3.34   | Materials and Supplies                                           |   | 28 |
|            | 3.35   | Schedules of the Telephone Plant                                 |   | 28 |
|            | 3.36   | Approval of Transactions                                         |   | 28 |
|            | 3.37   | Accounts Receivable                                              |   | 28 |
|            | 3.38   | Net Cash                                                         |   | 29 |
|            | 3.39   | SMSA Tower Holdings LLC                                          |   | 29 |
|            | 3.40   | SMSA Limited Partnership                                         |   | 29 |
|            | 3.41   | Termination of Pension Plan                                      |   | 29 |
|            | 3.42   | Disclosure                                                       |   | 29 |
|            | 3.43   | Pole Compliance                                                  |   | 30 |
| **ARTICLE IV**  |   | 30                                                               |
|            | 4.01   | Organization and Qualification                                   |   | 30 |
|            | 4.02   | Authority Relative to this Agreement                             |   | 30 |
|            | 4.03   | Non-Contravention; Approvals and Consents                        |   | 30 |
|            | 4.04   | Information Supplied                                             |   | 31 |
|            | 4.05   | Legal Proceedings                                                |   | 31 |
|            | 4.06   | Capitalization of Sub                                            |   | 32 |
|            | 4.07   | Financing                                                        |   | 32 |
| **ARTICLE V**   |   | 32                                                               |
|            | 5.01   | Covenants of the Company                                         |   | 32 |
|            | 5.02   | No Solicitations                                                 |   | 35 |
|            | 5.03   | Financing-Related Cooperation                                    |   | 37 |
|            | 5.04   | Regulatory Matters                                               |   | 37 |
| **ARTICLE VI**  |   | 38                                                               |
|            | 6.01   | Access to Information; Confidentiality                           |   | 38 |
|            | 6.02   | Preparation of Proxy Statement                                   |   | 38 |
|            | 6.03   | Approval of Shareholders                                         |   | 38 |
|            | 6.04   | Regulatory and Other Approvals                                   |   | 39 |
|            | 6.05   | Employee Matters                                                 |   | 39 |
|            | 6.06   | Directors’ and Officers’ Insurance                     |   | 39 |
|            | 6.07   | Notice of Transfer                                               |   | 40 |
|            | 6.08   | Sub                                                              |   | 40 |
|            | 6.09   | Brokers or Finders                                               |   | 40 |
|            | 6.10   | Takeover Statutes                                                |   | 40 |
|            | 6.11   | Conveyance Taxes                                                 |   | 40 |
|            | 6.12   | Further Assurances                                               |   | 41 |
|            | 6.13   | Environmental Matters                                            |   | 41 |
|            | 6.14   | Agreement to Defend                                              |   | 41 |
|            | 6.15   | Continuation of Employment                                       |   | 41 |
|            | 6.16   | Public Announcements                                             |   | 42 |
|            | 6.17   | SMSA Partnership Tax Basis Calculation                           |   | 42 |
| **ARTICLE VII** |   | 43                                                               |
|            | 7.01   | Conditions to Each Party’s Obligation to Effect the  Merger |   | 43 |
|            | 7.02   | Conditions to Obligation of Parent and Sub to Effect  the Merger |   | 43 |
|            | 7.03   | Conditions to Obligation of the Company to Effect  the Merger    |   | 47 |

 

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| **ARTICLE VIII** |   | 49                                          |
|------------------|--------|---------------------------------------------|
|             | 8.01   | Termination                                 |   | 49 |
|             | 8.02   | Effect of Termination                       |   | 50 |
| **ARTICLE IX**   |   | 52                                          |
|             | 9.01   | Survival; Limitations                       |   | 52 |
|             | 9.02   | Escrow of Liquid Assets                     |   | 52 |
|             | 9.03   | Indemnification by the Shareholders         |   | 53 |
|             | 9.04   | Indemnification by Parent                   |   | 53 |
|             | 9.05   | Third Party Claims                          |   | 54 |
|             | 9.06   | Other Claims                                |   | 55 |
|             | 9.07   | Continued Liability for Indemnity Claims    |   | 55 |
|             | 9.08   | Limitation                                  |   | 55 |
| **ARTICLE X**    |   | 55                                          |
|             | 10.01  | Amendments, Waivers and Consents            |   | 56 |
|             | 10.02  | Notices                                     |   | 56 |
|             | 10.03  | Entire Agreement; Incorporation of Exhibits |   | 57 |
|             | 10.04  | No Third Party Beneficiary                  |   | 57 |
|             | 10.05  | No Assignment; Binding Effect               |   | 57 |
|             | 10.06  | Headings                                    |   | 58 |
|             | 10.07  | Invalid Provisions                          |   | 58 |
|             | 10.08  | Governing Law                               |   | 58 |
|             | 10.09  | Enforcement of Agreement                    |   | 58 |
|             | 10.10  | Certain Definitions                         |   | 58 |
|             | 10.11  | Counterparts                                |   | 60 |
|             | 10.12  | Accounting Terms                            |   | 60 |
|             | 10.13  | Arbitration                                 |   | 60 |
|             | 10.14  | Cooperation with SEC Filings                |   | 60 |

 

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**INDEX OF DEFINEDTERMS**
|                                               | ** ** | **Page No.** |
|-----------------------------------------------|------------|--------------|
|                                          |       |         |
| AAA                                           |       | 60           |
| Accumulated Funding Deficiency                |       | 18           |
| Affiliate                                     |       | 19, 58       |
| Agreement                                     |       | 1            |
| Alternative Proposal                          |       | 37           |
| Appointed Arbitrator                          |       | 60           |
| Beneficially                                  |       | 58           |
| Business Day                                  |       | 58           |
| Certificate of Merger                         |       | 2            |
| Certificates                                  |       | 5            |
| Claim                                         |       | 58           |
| Closing                                       |       | 1            |
| Closing Date                                  |       | 2            |
| Code                                          |       | 6            |
| Company                                       |       | 1            |
| Company Authorizations                        |       | 25           |
| Company Common Shares                         |       | 3            |
| Company Disclosure Letter                     |       | 6            |
| Company Employees                             |       | 19           |
| Company Preferred Shares                      |       | 7            |
| Company Shareholders’ Approval           |       | 38           |
| Company Shareholders’ Meeting            |       | 38           |
| Confidentiality Agreement                     |       | 38           |
| Constituent Corporations                      |       | 1            |
| Contract                                      |       | 13           |
| Contracts                                     |       | 9            |
| Control                                       |       | 58           |
| Controlled Group                              |       | 19           |
| CRA                                           |       | 19           |
| Disinterested Directors                       |       | 36           |
| Dissenting Share                              |       | 3            |
| Dissenting Shareholder                        |       | 3            |
| Effective Time                                |       | 2            |
| Employee Program                              |       | 19           |
| Environmental, Health, and Safety Requirments |       | 22           |
| ERISA                                         |       | 16           |
| Escrow Agent                                  |       | 4            |
| Escrow Agreement                              |       | 4            |
| Escrow Amount                                 |       | 4            |
| Estimated Pension Plan Termination Costs      |       | 47           |
| Exchange Act                                  |       | 59           |
| Expense Reimbursement                         |       | 51           |

 

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| FairPoint                             |   | 1  |
|---------------------------------------|--------|----|
| FCC                                   |   | 9  |
| FCC License                           |   | 59 |
| Final Order                           |   | 45 |
| Financial Statements                  |   | 9  |
| Foreign Person                        |   | 15 |
| GATT                                  |   | 19 |
| Governmental or Regulatory Authority  |   | 9  |
| Group                                 |   | 59 |
| GUST                                  |   | 19 |
| Hazardous Material                    |   | 22 |
| Indemnification Period                |   | 52 |
| Indemnitee                            |   | 54 |
| Indemnitee Notice                     |   | 54 |
| Indemnitor                            |   | 54 |
| Indemnity Response Period             |   | 55 |
| Intellectual Property                 |   | 24 |
| IRS                                   |   | 16 |
| Knowledge                             |   | 59 |
| Laws                                  |   | 9  |
| Lien                                  |   | 7  |
| Maintains                             |   | 19 |
| Margin Security                       |   | 27 |
| Margin Stock                          |   | 27 |
| Material                              |   | 59 |
| Material Adverse Effect               |   | 59 |
| Materially Adverse                    |   | 59 |
| Merger                                |   | 1  |
| Merger Consideration                  |   | 3  |
| Merger Price                          |   | 3  |
| Multiple Employer Plan                |   | 18 |
| Multiple Employer Welfare Arrangement |   | 18 |
| Net Cash                              |   | 29 |
| Net Merger Consideration              |   | 4  |
| OGCL                                  |   | 1  |
| Ohio Act                              |   | 9  |
| Open AP                               |   | 51 |
| Options                               |   | 7  |
| Orders                                |   | 9  |
| Parent                                |   | 1  |
| Parent Disclosure Letter              |   | 30 |
| Payment Agent                         |   | 4  |
| Payment Fund                          |   | 4  |
| PBGC                                  |   | 17 |
| Pension Plan                          |   | 46 |
| Person                                |   | 59 |

 

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| Plant in Service                    |   | 28 |
|-------------------------------------|--------|----|
| Presiding Arbitrator                |   | 60 |
| Prohibited Transaction              |   | 16 |
| Properties                          |   | 22 |
| Proxy Statement                     |   | 12 |
| PUCO                                |   | 9  |
| Release                             |   | 23 |
| Representatives                     |   | 59 |
| RRA                                 |   | 19 |
| SBJPA                               |   | 19 |
| SEC                                 |   | 60 |
| Secretary of State                  |   | 2  |
| Securities Act                      |   | 59 |
| Shareholder                         |   | 52 |
| Stifel Nicolaus                     |   | 25 |
| Sub                                 |   | 1  |
| Sub Common Shares                   |   | 3  |
| Subsidiary                          |   | 59 |
| Superior Proposal                   |   | 37 |
| Surviving Corporation               |   | 1  |
| Surviving Corporation Common Shares |   | 3  |
| Tax                                 |   | 13 |
| Tax Exempt Use Property             |   | 15 |
| Tax Returns                         |   | 13 |
| Taxes                               |   | 13 |
| Telecom Act                         |   | 9  |
| Termination Anniversary             |   | 51 |
| Termination Fee                     |   | 51 |
| Thompson Hine                       |   | 1  |
| Threshold Amount                    |   | 55 |
| TRA                                 |   | 19 |
| USERRA                              |   | 19 |
| Vincent AP                          |   | 51 |

 

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**AGREEMENTAND PLAN OF MERGER**

ThisAGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September13, 2006, is made and entered into by and among The Germantown IndependentTelephone Company**,** an Ohiocorporation (the “Company”), FairPoint Communications, Inc., a Delawarecorporation (“FairPoint”), MJD Ventures, Inc**.**,a Delaware corporation (“Parent”), and FairPoint Germantown Corporation,an Ohio corporation (“Sub”).

WHEREAS,the Board of Directors of the Company has determined that it is advisable andin the best interest of the Company and its shareholders to consummate and hasrecommended approval by the shareholders of the Company of the businesscombination transaction provided for herein in which Sub would merge with andinto the Company and the Company would become a wholly owned subsidiary ofParent (the “Merger”);

WHEREAS,the Boards of Directors of FairPoint, Parent and Sub have each determined thatit is advisable and in the best interests of their respective companies andshareholders to consummate, and have approved, the Merger;

WHEREAS,Parent, Sub and the Company desire to make certain representations, warranties,covenants and agreements in connection with the Merger and also to prescribevarious conditions to the Merger;

NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth inthis Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

# **ARTICLE I**

**THE MERGER**

## 1.01         The Merger.  Upon the terms and subject to the conditionsof this Agreement, at the Effective Time, Sub shall be merged with and into theCompany in accordance with the General Corporation Law of the State of Ohio(the “OGCL”).  At the EffectiveTime, the separate existence of Sub shall cease and the Company shall continueas the surviving corporation in the Merger (the “Surviving Corporation”)and a wholly owned subsidiary of Parent. (Sub and the Company are sometimes referred to herein as the “ConstituentCorporations.”)  As a result of theMerger, the outstanding shares of capital stock and the treasury shares of theConstituent Corporations shall be converted or cancelled in the manner providedin Article II.

## 1.02         Closing.  Unless this Agreement shall have beenterminated and the transactions herein contemplated shall have been abandonedpursuant to Section 8.01, and subject to the satisfaction or waiver (whereapplicable) of the conditions set forth in Article VII, the closing of theMerger (the “Closing”) will take place at the offices of Thompson HineLLP (“Thompson Hine”), 2000 Courthouse Plaza, N.E., Dayton, Ohio 45402 at 10:00a.m., local time, on the first business day of the month beginning at least ten(10) days following

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## satisfactionof the conditions set forth in Article VII (other than those conditions that,by their nature, are to be satisfied at the Closing, but subject to thefulfillment or waiver of those conditions) (or, if such day is not a businessday, on the next succeeding business day), unless another date, time or placeis agreed to by the parties hereto (the “Closing Date”).  At the Closing there shall be delivered toParent, Sub and the Company the certificates and other documents andinstruments required to be delivered under Article VII.

## 1.03         Effective Time.  At the Closing, a certificate of merger (the “Certificateof Merger”) shall be duly prepared and executed by the ConstituentCorporations and thereafter delivered to the Secretary of State of the State ofOhio (the “Secretary of State”) for filing, as provided in Section1701.81 of the OGCL, on the Closing Date. The Merger shall become effective at the time of the filing of theCertificate of Merger with the Secretary of State (the date and time of suchfiling being referred to herein as the “Effective Time”).

## 1.04         Articles ofIncorporation and Code of Regulations of the Surviving Corporation.  At the Effective Time, (i) the articles ofincorporation of Sub as in effect immediately prior to the Effective Time shallbe amended so that the name of Sub shall be changed to The GermantownIndependent Telephone Company and, as so amended, such articles ofincorporation shall be the articles of incorporation of the SurvivingCorporation until thereafter amended as provided by law and such articles ofincorporation, and (ii) the code of regulations of Sub as in effect immediatelyprior to the Effective Time shall be the code of regulations of the SurvivingCorporation until thereafter amended as provided by law, the articles of incorporationof the Surviving Corporation and such code of regulations.

## 1.05         Directors andOfficers of the Surviving Corporation. The directors and officers of Sub immediately prior to the EffectiveTime shall, from and after the Effective Time, be the directors and officers,respectively, of the Surviving Corporation until their successors shall havebeen duly elected or appointed and qualified or until their earlier death,resignation or removal in accordance with the Surviving Corporation’s articlesof incorporation and code of regulations.

## 1.06         Effects of theMerger.  Subject to the foregoing,the effects of the Merger shall be as provided in the applicable provisions ofthe OGCL.

## 1.07         Further Assurances.  If, at any time after the Effective Time, theSurviving Corporation determines that any deeds, bills of sale, assignments,assurances or any other acts or things are necessary or desirable to vest,perfect or confirm, of record or otherwise, in the Surviving Corporation, itsright, title or interest in, to or under any of the rights, properties orassets of the Company or its Subsidiaries acquired or to be acquired by reasonof, or as a result of, the Merger, or otherwise to carry out the purposes ofthis Agreement, the Surviving Corporation and its proper officers and directorsshall be authorized to execute and deliver, in the name and on behalf of theCompany and its Subsidiaries, all such deeds, bills of sale, assignments andassurances and to do, in the name and on behalf of the Company and its Subsidiaries,all such other acts and things necessary or desirable to vest, perfect orconfirm any and all right, title or interest in, to or under such rights,properties or assets in the Surviving Corporation or otherwise to carry out thepurposes of this Agreement.

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# **ARTICLEII**»

**CONVERSION OFSHARES**

## 2.01         Conversion ofCapital Shares.  At the EffectiveTime, by virtue of the Merger and without any action on the part of the holderthereof:

### (a)           *Conversion of Sub Common Shares*.  Each issued and outstanding common share,without par value, of Sub (“Sub Common Shares”) shall be converted intoand become one fully paid and non-assessable common share, without par value,of the Surviving Corporation (“Surviving Corporation Common Shares”).  Each certificate representing outstanding SubCommon Shares shall at the Effective Time be deemed for all purposes toevidence the ownership of, and to represent an equal number of SurvivingCorporation Common Shares.

### (b)           *Cancellation of Treasury Shares and Shares Owned byParent and Subsidiaries*.  Allcommon shares of the Company (“Company Common Shares”) that are owned bythe Company as treasury shares and any Company Common Shares owned by Parent,Sub or any other wholly-owned Subsidiary of Parent shall be cancelled andretired and shall cease to exist and no stock of Parent or other considerationshall be delivered in exchange therefor.

### (c)           *Conversion Ratio for Company Common Shares*.

#### (i)            Each issued and outstanding CompanyCommon Share (other than shares to be cancelled in accordance with Section2.01(b) and other than Dissenting Shares (as defined in Section 2.01(d))) shallbe converted into the right to receive in cash, without any interest thereon,an amount calculated as follows (the “Merger Price”):  The Merger Price shall be an amount equal tothe quotient obtained by dividing Ten Million One Hundred Ninety-Two Thousandand No/100 dollars ($10,192,000.00) (the “Merger Consideration”) by thenumber of Company Common Shares actually issued and outstanding at theEffective Time.  For example, if at theEffective Time there are 127,400 Company Common Shares outstanding, the MergerPrice per share will be $80.00.

#### (ii)           All Company Common Shares convertedin accordance with paragraph (i) of this Section 2.01(c) shall no longer beoutstanding and shall automatically be cancelled and retired and shall cease toexist, and each holder of a certificate representing any such shares shallcease to have any rights with respect thereto, except the right to receive theMerger Price per share, upon the surrender of such certificate in accordancewith Section 2.02, without any interest thereon.

### (d)           *Dissenting Shares*.

#### (i)            Notwithstandinganything in this Agreement to the contrary, each outstanding Company CommonShare that is held of record by a holder who has properly exercised dissenters’rights with respect thereto under Section 1701.85 of the OGCL (a “DissentingShare”) (such holder hereinafter referred to as a “DissentingShareholder”), shall not be converted into or represent the right to receivethe Merger Price pursuant to Section 2.01(c), but the holder thereof shall beentitled to receive such payment of the fair

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#### cash value ofsuch Company Common Share from the Surviving Corporation (which may be paideither directly or through the Payment Agent, as provided below, in theSurviving Corporation’s sole discretion) as shall be determined pursuant toSection 1701.85 of the OGCL; provided, however, that if any such holder shallhave failed to perfect or shall withdraw with the consent of the Company by itsDirectors or lose such holder’s rights under Section 1701.85 of the OGCL, eachsuch holder’s Company Common Shares shall thereupon be deemed to have beenconverted as of the Effective Time into the right to receive the Merger Price,without any interest thereon, pursuant to Section 2.01(c), which shall be paidupon the surrender of the certificate(s) representing such Dissenting Share(s).

#### (ii)           The Company shall give Parent(x) prompt notice of any written demands for payment of the fair cash valueof shares, withdrawals of such demands and any other instruments deliveredpursuant to Section 1701.85 of the OGCL and (y) the opportunity to jointlyparticipate with the Company in all negotiations and proceedings with respectto demands for payment under Section 1701.85 the OGCL.  The Company will not voluntarily make anypayment with respect to any demands delivered to the Company pursuant toSection 1701.85 of the OGCL and will not, except with the prior written consentof Parent, settle or offer to settle any such demands or consent to withdrawalof such demands.

## 2.02         Exchange ofCertificates.

### (a)           *Escrow; Payment Agent*.  At the Closing, from the MergerConsideration, Parent shall (i) deposit Five Hundred Nine Thousand Six Hundredand No/100 dollars ($509,600.00) (the “Escrow Amount”) with a mutuallyagreeable escrow agent (the “Escrow Agent”), to be held and released bythe Escrow Agent pursuant to the terms and conditions set forth in an escrowagreement which shall be substantially in the form of Exhibit A hereto (“EscrowAgreement”), and (ii) deposit with a bank or trust company designatedbefore the Closing Date by Parent and reasonably acceptable to the Company (the“Payment Agent”), a cash amount equal to the Merger Consideration lessthe Escrow Amount (i.e. $9,682,400) (the “Net Merger Consideration”, tobe held for the benefit of and distributed to such holders or to Parent inaccordance with this Section 2.02 and Section 9.03 hereof.  The Payment Agent shall agree to hold suchfunds, to be invested in securities or other vehicles rated AAA or better (suchfunds, together with earnings thereon, being referred to herein as the “PaymentFund”) for delivery as contemplated by this Section 2.02 and upon suchadditional terms as may be agreed upon by the Payment Agent, the Company andParent. If, for any reason (including losses), the Payment Fund is inadequateto pay the cash amounts to which holders of Company Common Shares shall beentitled, Parent and the Surviving Corporation shall in any event remainliable, and shall make available to the Payment Agent additional funds, for thepayment thereof.  To the extent ashortfall pertains to an amount payable to a Dissenting Shareholder by reasonof the fair cash value of such Person’s Dissenting Shares exceeding the MergerPrice, then the Surviving Corporation shall be responsible for and shall paysuch shortfall (either directly or through the Payment Agent, at the SurvivingCorporation’s discretion).  All earningsin the Payment Fund in excess of the Net Merger Consideration are the propertyof Parent and shall be disbursed to Parent promptly upon termination of thePayment Fund.  The Payment Fund shall notbe used for any purpose except as expressly provided in this Agreement.

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### (b)           *Exchange Procedures*.  As soon as reasonably practicable after theEffective Time, the Surviving Corporation shall cause the Payment Agent to mailto each holder of record of a certificate or certificates which immediatelyprior to the Effective Time represented outstanding Company Common Shares (the “Certificates”)whose shares are converted pursuant to Section 2.01(c) into the right toreceive the Merger Price (i) a letter of transmittal (which shall specifythat delivery shall be effected, and risk of loss and title to the Certificatesshall pass, only upon delivery of the Certificates to the Payment Agent andshall be in such form and have such other provisions as the SurvivingCorporation may reasonably specify) and (ii) instructions for use ineffecting the surrender of the Certificates in exchange for the MergerPrice.  Upon surrender of a Certificatefor cancellation to the Payment Agent, together with such letter of transmittalduly executed and completed in accordance with its terms, the holder of suchCertificate shall be entitled to receive in exchange therefor a checkrepresenting the Merger Price per Company Common Share represented thereby,subject to any applicable withholding tax (and provided that a portion thereofshall be retained in escrow pursuant to the provisions of Section 2.02(a) andSection 9.03 hereof and the terms and conditions of the Escrow Agreement),which such holder has the right to receive pursuant to the provisions of thisArticle II, and the Certificate so surrendered shall forthwith be cancelled.  In no event shall the holder of anyCertificate be entitled to receive interest on any funds to be received in theMerger, including any interest accrued in respect of the Payment Fund.  In the event of a transfer of ownership ofCompany Common Shares which is not registered in the transfer records of theCompany, the Merger Price may be issued to a transferee if the Certificaterepresenting such Company Common Shares is presented to the Payment Agentaccompanied by all documents required to evidence and effect such transfer andby evidence that any applicable stock transfer taxes have been paid.  Until surrendered as contemplated by thisSection 2.02(b), each Certificate representing shares which are converted pursuantto Section 2.01(c) into the right to receive the Merger Price shall be deemedat any time after the Effective Time to represent only the right to receiveupon such surrender the Merger Price per Company Common Share representedthereby as contemplated by this Article II, together with the dividends, ifany, which may have been declared by the Company on the Company Common Sharesin accordance with the terms of this Agreement and which remain unpaid at theEffective Time.  Parent and the SurvivingCorporation shall pay all fees and expenses of the Payment Agent in connectionwith the distribution of the Payment Fund.

### (c)           *Lost Certificates*.  If any Certificate has been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the Person claimingsuch Certificate to be lost, stolen or destroyed and, if required by theSurviving Corporation, (i) the posting by such Person of a bond in suchreasonable amount as the Surviving Corporation may direct as indemnity againstany claim that may be made against it with respect to such Certificate, or,(ii) alternatively (in the Surviving Corporation’s sole discretion), anagreement of indemnity providing for indemnification of the Company, Parent andSurviving Corporation for any loss, damage or other expense resulting from athird party having a claim to such Certificate or the shares of stockunderlying such Certificate, the Paying Agent shall issue in exchange for suchlost, stolen or destroyed Certificate, the payments due to such Person asprovided in Section 2.02(b).

### (d)           *No Further Ownership Rights in Company Common Shares*.  All cash paid upon the surrender for exchangeof Certificates in accordance with the terms hereof shall be deemed to havebeen paid in full satisfaction of all rights pertaining to the Company CommonShares

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### represented thereby, subject, however, to the Surviving Corporation’sobligation to pay any dividends which may have been declared by the Company onsuch shares of Company Common Shares in accordance with the terms of thisAgreement and which remained unpaid at the Effective Time.  Unless otherwise required by Section 1701.85of the OGCL, from and after the Effective Time, the share transfer books of theCompany shall be closed and there shall be no further registration of transferson the share transfer books of the Surviving Corporation of the Company CommonShares which were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Certificates(other than Certificates representing Dissenting Shares) are presented to theSurviving Corporation for any reason, they shall be cancelled and exchanged asprovided in this Section 2.02.

### (e)           *Termination of Payment Fund*.  Any portion of the Payment Fund which remainsundistributed to the shareholders of the Company for six (6) months after the EffectiveTime shall be delivered to the Surviving Corporation, upon demand, and anyshareholders of the Company who have not theretofore complied with this ArticleII shall thereafter look only to the Surviving Corporation (subject toabandoned property, escheat and other similar laws) as general creditors forpayment of their claim for the Merger Price per Company Common Share.  Neither Parent nor the Surviving Corporationshall be liable to any holder of Company Common Shares for cash representingthe Merger Price delivered to a public official pursuant to any applicableabandoned property, escheat or similar law.

### (f)            *Withholding Rights*.  Parent shall be entitled to deduct andwithhold from the consideration otherwise payable pursuant to this Agreement toany holder of Company Common Shares such amounts as Parent is required todeduct and withhold with respect to the making of such payment under theInternal Revenue Code of 1986, as amended (the “Code”), or anyapplicable provision of state, local or foreign tax law.  To the extent that amounts are so withheld byParent, such withheld amounts shall be treated for all purposes of thisAgreement as having been paid to the holder of the Company Common Shares inrespect of which such deduction and withholding was made by Parent.

# **ARTICLE III**

**REPRESENTATIONS AND WARRANTIES OF THE COMPANY**

The Company represents andwarrants to Parent and Sub as of the date of this Agreement as follows:

## 3.01         Organizationand Qualification.  Each of theCompany and its Subsidiaries is a corporation duly incorporated, validlyexisting and in good standing with perpetual duration under the laws of theState of Ohio and has full corporate power and authority (including withoutlimitation all foreign qualifications required by applicable Law) to conductits business as and to the extent now conducted or contemplated and to own, useand lease its assets and properties. None of the Company and its Subsidiaries is, or is required to be,qualified, licensed or admitted to do business in any state other thanOhio.  Section 3.01 of the letter datedthe date hereof and delivered to Parent and Sub by the Company concurrentlywith the execution and delivery of this Agreement (the “**Company Disclosure Letter**”) sets forth(i) the name and jurisdiction of incorporation of each Subsidiary of theCompany, (ii) the

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## authorizedcapital shares of each such Subsidiary, (iii) the number of issued andoutstanding capital shares of each such Subsidiary, and (iv) the recordowners of all such shares.  Except for interestsin the Subsidiaries of the Company and certain partnerships as set forth inSection 3.01 of the **Company Disclosure Letter**,the Company does not directly or indirectly own any equity or similar interestin, or any interest convertible into or exchangeable or exercisable for, anyequity or similar interest in, any corporation, partnership, limited liabilitycompany, joint venture or other business association or entity.  The Company has previously delivered toParent complete and correct copies of  (i)the articles of incorporation and code of regulations of the Company and itsSubsidiaries, (ii) the agreement(s) of partnership for any partnership(s) inwhich the Company or any of its Subsidiaries has an interest, and (iii) theoperating agreement(s) of any limited liability company or companies in whichthe Company or any of its Subsidiaries has an interest, all of which remaincorrect and complete as of the date hereof.

## 3.02         Capitalization.

### (a)           Theauthorized capital shares of the Company consists solely of 175,000 CompanyCommon Shares, with a par value of $5.00 per share, and 22,200 preferredshares, with a par value of $15.00 per share (“Company Preferred Shares”).  As of the date hereof, 127,400 Company CommonShares (all of which are fully vested) and no Company Preferred Shares areissued and outstanding and 110 Company Common Shares and no Company PreferredShares are held in the treasury of the Company. All of the issued and outstanding Company Common Shares are dulyauthorized, validly issued, fully paid and non-assessable.  There are no outstanding subscriptions,options, warrants, rights (including “phantom” stock rights), preemptive rightsor other contracts, commitments, understandings or arrangements, including anyright of conversion or exchange under any outstanding security, instrument oragreement (together, “Options”), obligating the Company or any of itsSubsidiaries to issue or sell any capital shares of the Company or to grant,extend or enter into any Option with respect thereto.  All outstanding Company Common Shares areheld of record by the Persons and in the amounts set forth in Section 3.02(a)of the **Company Disclosure Letter**.

### (b)           Allof the outstanding capital shares of each Subsidiary of the Company are dulyauthorized, validly issued, fully paid and non-assessable and are owned,beneficially and of record, by the Company, free and clear of any liens,claims, mortgages, encumbrances, pledges, security interests, equities andcharges of any kind (each a “Lien”). There are no (i) outstanding Options obligating the Company or anyof its Subsidiaries to issue or sell any capital shares of any Subsidiary ofthe Company or agreements to grant, extend or enter into any such Option or(ii) voting trusts, proxies or other commitments, understandings,restrictions or arrangements in favor of any Person other than the Company or aSubsidiary wholly-owned, directly or indirectly, by the Company with respect tothe voting of or the right to participate in dividends or other earnings on anycapital shares of any Subsidiary of the Company.

### (c)           There are nooutstanding contractual obligations of the Company or any Subsidiary of theCompany to repurchase, redeem or otherwise acquire any Company Common Shares orany capital shares of any Subsidiary of the Company or to provide funds to, ormake any investment (in the form of a loan, capital contribution or otherwise)in, any Subsidiary of the Company or any other Person.  Except as set forth in Section 3.02(c)(i) ofthe **Company Disclosure Letter**, nodividends or other distributions are owed by the Company and/or its

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### Subsidiaries in connection with any of the capital stock of the Companyor any Subsidiary thereof.  Section3.02(c)(ii) of the **Company Disclosure Letter**sets forth a listing of all dividend checks issued subsequent to December 31,2003 which remain uncashed.  The Companyknows of no restrictions on the transfer of the Company’s or its Subsidiares’capital stock other than those arising from federal and state securities lawsor under this Agreement.  To the Company’sknowledge, there are no rights of first refusal, rights of first offer or suchother similar rights with respect to any of the securities of the Company.  Except as set forth in Section 3.02(c)(iii)of the **Company Disclosure Letter**,there are no rights of first refusal, rights of first offer or such othersimilar rights with respect to any of the securities of any Subsidiary of theCompany.  Neither the Company nor anySubsidiary thereof has any current liability or any potential liability to anyPerson with respect to any investment security, partnership interest or limitedliability company interest held by either the Company or any of itsSubsidiaries.

## 3.03         Authority Relativeto this Agreement.  The Company hasthe requisite corporate power and authority to enter into this Agreement andall related agreements and, subject to obtaining the Company Shareholders’Approval, to perform its obligations hereunder and to consummate thetransactions contemplated hereby and by all related agreements.  The execution, delivery and performance ofthis Agreement and all related agreements by the Company and the consummationby the Company of the transactions contemplated hereby and thereby have beenduly and validly approved by the Board of Directors of the Company; the Boardof Directors of the Company has recommended adoption of this Agreement and allrelated agreements by the shareholders of the Company; and no other corporateproceedings on the part of the Company or its shareholders are necessary toauthorize the execution, delivery and performance of this Agreement and allrelated agreements by the Company and the consummation by the Company of thetransactions contemplated hereby and thereby, other than obtaining the CompanyShareholders’ Approval.  This Agreementand each related agreement executed by the Company has been duly and validlyexecuted and delivered by the Company and constitutes a legal, valid andbinding obligation of the Company enforceable against the Company in accordancewith its terms, except as enforceability may be limited by bankruptcy,insolvency, reorganization, moratorium or other similar laws affecting theenforcement of creditors’ rights generally and by general equitable principles(regardless of whether such enforceability is considered in a proceeding inequity or at law).

## 3.04         Non-Contravention;Approvals and Consents.

### (a)           Except as set forthin Section 3.04(a) of the **Company DisclosureLetter**, the execution and delivery of this Agreement and all relatedagreements by the Company do not, and the performance by the Company of itsobligations hereunder and thereunder and the consummation of the transactionscontemplated hereby and thereby will not, conflict with, result in a violationor breach of, constitute (with or without notice or lapse of time or both) adefault under, result in or give to any Person any right of payment orreimbursement, termination, cancellation, modification or acceleration of, lossof a material benefit under or result in the creation or imposition of any Lienupon any of the assets or properties of the Company or any of its Subsidiariesunder, any of the terms, conditions or provisions of (i) the articles ofincorporation or code of regulations of the Company or any of its Subsidiaries,or (ii) subject to the obtaining of the Company Shareholders’ Approval andthe taking of the actions described in paragraph (b) of this Section 3.04,(x) any statute, law, rule, regulation or ordinance (together,

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### “Laws”) (including, without way of limitation, any “fair price,”“merger moratorium,” “control share acquisition” or other similar anti-takeoverLaws), or any judgment, decree, order, writ, injunction, permit or license(together, “Orders”), of any court, tribunal, arbitrator, authority, agency,commission, official or other instrumentality of the United States, any foreigncountry or any domestic or foreign state, county, city or other politicalsubdivision (a “Governmental or Regulatory Authority”) applicable to theCompany or any of its Subsidiaries or any of their respective assets orproperties, or (y) any note, bond, mortgage, security agreement,indenture, license, franchise, permit, concession, agreement, contract, leaseor other instrument, obligation or agreement of any kind, whether written ororal (together, “Contracts”) to which the Company or any of itsSubsidiaries is a party or by which the Company or any of its Subsidiaries orany of their respective assets or properties is bound.

### (b)           Except(i) for the filing of a telecommunications application to transfer controlwith the Ohio Public Utilities Commission (the “PUCO”) by Parent under,and any other actions required under, Title 49 of the Ohio Revised Code, asamended, and the rules and regulations thereunder (the “Ohio Act”), (ii)for the filing of a telecommunications application to transfer control with theFederal Communications Commission (the “FCC”) by Parent under, and anyother actions required under, the Communications Act of 1934, as amended, andthe rules and regulations thereunder (the “Telecom Act”), (iii) forthe filing of the Certificate of Merger and other appropriate merger documentsrequired by the OGCL with the Secretary of State, and (iv) as set forth inSection 3.04(b) of the **Company DisclosureLetter** (including, without way of limitation, with regard toContracts described in Section 3.11(b) hereof), no consent, approval or actionof, filing with or notice to any Governmental or Regulatory Authority or otherpublic or private third party is necessary or required under any of the terms,conditions or provisions of any Law or Order of any Governmental or RegulatoryAuthority or any Contract to which the Company or any of its Subsidiaries is aparty or by which the Company or any of its Subsidiaries or any of theirrespective assets or properties is bound for the execution and delivery of thisAgreement and all related agreements by the Company, the performance by theCompany of its obligations hereunder or thereunder or the consummation by theCompany of the transactions contemplated hereby and thereby.

## 3.05         FinancialStatements.

### (a)           The auditedconsolidated balance sheets of the Company and its Subsidiaries as of December31, 2005, 2004 and 2003 and the related consolidated statements of income,shareholders’ equity and cash flows for the years ended December 31, 2005, 2004and 2003, together with the notes thereto, examined by and accompanied by thereport of independent certified public accountants, Pry Professional Group, inthe case of the 2004 and 2005 statements, and Deloitte and Touche LLP in thecase of the 2003 statements, and the unaudited consolidated balance sheet ofthe Company and its Subsidiaries as of June 30, 2006 and the related unauditedstatements of income and cash flow for the six (6) month period ended on suchdate (all the foregoing financial statements, including the notes thereto, ifany, being referred to herein collectively as the “Financial Statements”) areincluded at Section 3.05(a)(i) of the **CompanyDisclosure Letter**.  Except asset forth in Section 3.05(a)(ii) of the **CompanyDisclosure Letter**, the Financial Statements have been prepared (i)to the extent required, in accordance with the rules and regulations of thePUCO and the FCC, and (ii) in accordance with and accurately depict theinformation contained in the books and records of the Company, and

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### fairly present the financial position, results of operations,shareholders’ equity and cash flows of the Company and its Subsidiaries as ofthe dates and for the periods indicated in conformity with GAAP, consistentlyapplied (except as otherwise indicated in such statements) during suchperiods.  Except as set forth in Section3.05(a)(ii) of the **Company Disclosure Letter**,nothing has come to the attention of the Company since such dates which wouldindicate that such Financial Statements were not prepared in accordance with ordo not accurately depict the information contained in the books and records ofthe Company, or do not fairly present the financial position, results ofoperations, shareholders’ equity and cash flows of the Company and itsSubsidiaries as of the dates and for the periods indicated in conformity withGAAP, consistently applied (except as otherwise indicated in such statements)during such periods. Except as set forth in Section 3.05(a)(ii) of the **Company Disclosure Letter**, the unauditedfinancial statements included in the Financial Statements include alladjustments, which consist of only normal recurring accruals, necessary forsuch fair presentations.

### (b)           Exceptas set forth in Section 3.05(b) of the **CompanyDisclosure Letter,**the books, records and accounts of the Company and its Subsidiaries arecomplete and correct in all material respects.  Except as set forth in Section 3.05(b) of the**Company Disclosure Letter,**(a) theminute books of the Company and its Subsidiaries contain true and completerecords of all meetings of, or written consents in lieu of meetings executedby, their respective boards of directors (and all committees thereof) andshareholders; (b) all actions and transactions taken or entered into by theCompany or its Subsidiaries, or otherwise requiring action by their respectiveboards of directors or shareholders, have been duly authorized or ratified asnecessary and are evidenced in such minute books; (c) the stock certificatebooks and stock records of the Company and its Subsidiaries are true andcomplete; and (d) the signatures appearing in such minute books, stockcertificate books and stock records are the genuine signatures of the persons purportingto have signed them.

## 3.06         Absence of CertainChanges or Events.  Except asspecifically disclosed in Section 3.06 of the **CompanyDisclosure Letter**, since December 31, 2005, there has been (i) nomaterial adverse change in the assets, liabilities, properties, business,results of operations or financial condition of the Company or any Subsidiarytherof, (ii) no declaration, setting aside or payment of any dividend or otherdistribution with respect to, or any direct or indirect redemption or acquisitionof, any of the capital stock of the Company or any Subsidiary thereof, (iii) nowaiver of any valuable right of the Company or any Subsidiary thereof or thecancellation of any debt or claim held by the Company or any Subsidiary thereof(including any settlement of any claims or litigation), (iv) no loan by theCompany or any Subsidiary thereof to any officer, director, employee orstockholder of the Company or any Subsidiary thereof, or any agreement orcommitment therefor, (v) no increase, direct or indirect, in the compensationpaid or payable to any officer, director, employee, person or entity performingservices as an independent contractor, consultant or agent of the Company orany Subsidiary thereof outside of the ordinary course of business, (vi) noloss, destruction or damage to any property of the Company or any Subsidiarythereof, whether or not insured, in excess of $10,000 in the aggregate, (vii)no strikes, work stoppages, slow downs, lockouts, union organizing orrecognition efforts, grievance procedures, claims of unfair labor practices orsimilar incidents of significant labor difficulty of any nature whatsoeverinvolving the Company or any Subsidiary thereof and no material change in thepersonnel of the Company or any Subsidiary thereof or the terms and conditionsof any collective bargaining agreements,

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## employmentcontracts or independent contractor or consulting agreements to which any ofthem are parties, (viii) no acquisition or disposition of any assets (or anyContract or arrangement therefor) nor any other transaction by the Company orany Subsidiary thereof otherwise than in the ordinary course of business, (ix)no creation, incurrence, guarantee or assumption of any indebtedness by theCompany or any Subsidiary thereof for borrowed money (other than pursuant toexisting credit facilities), (x) no amendment, cancellation or terminationbefore its expiration date of any Contract material to the Company or anySubsidiary thereof, (xi) no change in accounting methods or practices by theCompany or any Subsidiary thereof affecting their respective assets,liabilities or business, (xii) no revaluation by the Company or any Subsidiarythereof of any of their respective assets, including without limitation,writing off notes or accounts receivable, (xiii) no mortgage, pledge or otherencumbrance of any material assets of the Company or any Subsidiary thereof,(xiv) no increase or change in any assumptions underlying or methods ofcalculating any bad debt, contingency or other reserves, other than in theordinary course of business, and (xv) no payment, discharge or satisfaction ofany liabilities other than the payment, discharge or satisfaction (1) in theordinary course of business and consistent with the past practice ofliabilities reflected or reserved against in the Company’s December 31, 2005audited consolidated balance sheet or incurred in the ordinary course ofbusiness and consistent with the past practice since December 31, 2005, and (2)of other liabilities involving $15,000 or less singly and $25,000 or less inthe aggregate.

## 3.07         Absence ofUndisclosed Liabilities.  Except formatters specifically reflected or reserved against in the most recent balancesheet included in the Company Financial Statements, or (i) set forth in Section3.07 of the **Company Disclosure Letter**,or (ii) specifically set forth in any other section of the **Company Disclosure Letter**, neither theCompany nor any of its Subsidiaries had at such date, or has incurred sincethat date, any liabilities (whether absolute, accrued, contingent, fixed orotherwise, or whether due or to become due) of any nature, except liabilitieswhich were incurred subsequent to such date in the ordinary course of businessconsistent with past practice.

## 3.08         Legal Proceedings.  Except for the application of VincentAcquisition Corporation relating to transfer of control of the Company pendingbefore the PUCO, or as otherwise set forth in Section 3.08 of the **Company Disclosure Letter**, (i) thereare no actions, suits, arbitrations or proceedings pending or, to the knowledgeof the Company, threatened against, relating to or affecting, nor to theknowledge of the Company are there any Governmental or Regulatory Authorityinvestigations or audits pending or threatened against, relating to oraffecting, the Company or any of its Subsidiaries or any of their respectiveassets and properties, (ii)  there are noactions, suits, arbitrations or proceedings pending or, to the knowledge of theCompany, threatened against, relating to or affecting, nor to the knowledge ofthe Company are there any Governmental or Regulatory Authority investigationsor audits pending or threatened against, relating to or affecting any director,officer or key employee of the Company or any Subsidiary thereof which have areasonable possibility of calling into question the validity, or hindering theenforceability or performance, of this Agreement or any action taken or to betaken pursuant hereto or any of the other agreements and transactionscontemplated hereby, and (iii) there has not occurred any event nor does thereexist any condition on the basis of which any such litigation, proceeding orinvestigation might properly be instituted. There is no outstanding Order issued by any Governmental or Regulatory

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## Authority(including, without limitation, the PUCO or the FCC) against the Company or anySubsidiary thereof that is adverse to the Company’s or any of its Subsidiaries’business or operations, other than Orders pertaining to the telecommunicationsindustry generally.

## 3.09         InformationSupplied.  None of (a) the proxystatement relating to the Company Shareholders’ Meeting, as amended orsupplemented from time to time (as so amended and supplemented, the “ProxyStatement”), and (b) any other documents to be filed by the Company withthe PUCO, the FCC or any other Governmental or Regulatory Authority inconnection with the Merger and the other transactions contemplated hereby will,on the date of its filing or, in the case of the Proxy Statement, at the dateit is mailed to shareholders of the Company and at the time of the CompanyShareholders’ Meeting, contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary in orderto make the statements therein, in light of the circumstances under which theyare made, not misleading or necessary to correct any statement in any earliercommunication with respect to any solicitation of proxies for the CompanyShareholders’ Meeting which shall have become false or misleading, except thatno representation is made by the Company with respect to information suppliedin writing by or on behalf of Parent or Sub expressly for inclusion therein.

## 3.10         Compliance withLaws and Orders.  Except as set forthin Section 3.10(i) of the **Company DisclosureLetter**, each of the Company and its Subsidiaries is, to the extentrequired, in compliance with all applicable Laws, franchises, governmentalpolicies, policy statements or Orders of any Governmental or RegulatoryAuthority (including without limitation, the PUCO, the FCC, the SEC and theOhio Division of Securities), and any Order of any court, administrative agencyor tribunal or any arbitrator or arbitral panel or tribunal applicable to itsbusiness or operations; and the conduct of the Company’s and its Subsidiaries’respective businesses is, to the extent required, in compliance with allfederal, state and local energy, public utility, health, wage and hour(including but not limited to the Fair Labor Standards Act), employment,workplace or worker safety and health, including but not limited to OSHA, andenvironmental Laws and requirements and all other federal, state and localLaws, governmental regulatory requirements and policies (including withoutlimitation, requirements and policies of the PUCO , the FCC, the SEC and theOhio Division of Securities).  Additionally,except as set forth in Section 3.10(ii) of the **Company Disclosure Letter**, the statements in the precedingsentence are true with respect to the Company’s and each of its Subsidiaries’past existence, actions and conduct, to the extent any liability resulting frompast noncompliance may be asserted as of or following the date hereof.

## 3.11         Compliance withAgreements; Certain Agreements.

### (a)           Neither the Companynor any of its Subsidiaries nor, to the knowledge of the Company, any otherparty thereto is in breach or violation of, or in default in the performance orobservance of any term or provision of, and no event has occurred which, withnotice or lapse of time or both, would reasonably be expected to result in adefault under, (i) the articles of incorporation or code of regulations ofthe Company or any of its Subsidiaries or (ii) any Contract to which theCompany or any of its Subsidiaries is a party or by which the Company or any ofits Subsidiaries or any of their respective assets or properties is bound.  All such Contracts

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### are in full force and effect, except to the extent they have previouslyexpired in accordance with their terms.

### (b)           Exceptas set forth in Section 3.11(b)(i) of the **CompanyDisclosure Letter**, neither the Company nor any of its Subsidiaries(i) is a party to any agreement, obligation, understanding or commitment(whether written or oral) which involves a potential or actual commitment oraggregate payments to or from the Company or any Subsidiary thereof to or fromany third party in excess of $10,000, or which is otherwise material to theoperations of the business, (ii) has any employment agreements; stockredemption or purchase agreements; financing agreements; collective bargainingagreements; consulting or management services agreements; independentcontractor agreements; or agreements with any current or former officers,directors, employees or shareholders of the Company or any Subsidiary thereofor persons or organizations related to or affiliated with any such persons,(iii) has any agreement or arrangement concerning directory publishing mattersor billing and collection matters, (iv) has any note, mortgage, agreement orarrangement that limits the ability of the Company or any Subsidiary thereof tocompete in any line of business or to compete with any other Person, (v) hasany agreement relating to any obligation for borrowed money or any guarantee orindemnification of or the granting of security for an obligation for borrowedmoney or any other obligation or liability, (vi) has any agreement relating to911 or E911 services, interconnection, reseller or collocation arrangements, orother arrangements with any local exchange carrier, competitive access provideror other telecommunications carrier, (vii) any agreement relating to licensesto or from the Company or any Subsidiary of the Company with respect tosoftware or hardware or other information technology used in the businesses ofthe Company or any Subsidiary thereof, or with respect to any other use orlicensing by the Company or any Subsidiary thereof of property, technology orrights belonging to any other Person; (viii) any agreement relating to anyindemnity obligations of the Company or any Subsidiary thereof, or (ix) anyagreement with any Governmental or Regulatory Authority (all such items as areenumerated in (i) through (ix) above being expressly included within thedefinition of “Contract” as provided in Section 3.04 hereof).  Except as set forth in Section 3.11(b)(ii) ofthe **Company Disclosure Letter**,neither the Company nor any Subsidiary thereof is a party to any Contract orarrangement which is likely to have a material adverse effect on the assets,liabilities, properties, or financial condition of the Company or anySubsidiary thereof, taken as a whole. Except as set forth in Section 3.04(b) of the **Company Disclosure Letter**, no approval or other consent isrequired to be obtained by the Company or an Subsidiary thereof concerning anyContract in connection with the execution of this Agreement or the consummationof the transactions contemplated hereby.

## 3.12         Taxes.  For purposes of this Agreement, “Taxes”(including, with correlative meaning, the word “Tax”) shall include anyand all federal, state, county, local, foreign or other taxes, charges,imposts, rates, fees, levies or other assessments imposed by any Governmentalor Regulatory Authority, including, without limitation, all net income,alternative minimum, gross income, sales and use, ad valorem, value added,transfer, gains, profits, excise, franchise, real and personal property, grossreceipt, capital stock, production, business and occupation, disability,employment, payroll, license, estimated, stamp, custom duties, severance,withholding or other taxes, fees, assessments or other similar charges of anykind whatsoever, together with any interest and penalties (civil or criminal)on or additions to any such taxes.  “TaxReturns” (including, with correlative meaning, “Tax Return”) shall mean

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federal, state, local and foreign returns, estimates,information statements, designations, forms, schedules, reports and documentsof every nature whatsoever required to be filed with any Governmental orRegulatory Authority relating to Taxes. Except as set forth in Section 3.12 of the **CompanyDisclosure Letter**:

### (a)           Each of the Company and its Subsidiaries has timely filedall Tax Returns required to be filed by it, or requests for extensions to filesuch Tax Returns have been timely filed or granted and have not expired(details of which extensions are set forth in Section 3.12(a) of the **Company Disclosure Letter),** and all suchTax Returns are complete, true and accurate in all respects;

### (b)           The Company and each of its Subsidiaries has timely paid(or, in the case of a Subsidiary, the Company has timely paid on its behalf)all Taxes shown as due on such Tax Returns;

### (c)           Neither the Company nor any of its Subsidiaries has anyliability for any unpaid Taxes which has not adequately been accrued for, orreserved on, the Financial Statements, other than any liability for unpaidTaxes that may have accrued since June 30, 2006 in connection with theoperation of the business of the Company and its Subsidiaries in the ordinarycourse;

### (d)           No deficiencies for any Taxes have been proposed, assertedor assessed against the Company or any of its Subsidiaries;

### (e)           Ohio, Indiana and Kentucky are the only states in whichthe Company and its Subsidiaries currently file income Tax Returns or corporatefranchise Tax Returns.  No claim has everbeen made by a Governmental or Regulatory Authority in a jurisdiction where theCompany or any of its Subsidiaries does not file Tax Returns that the Companyor such Subsidiary is or may be subject to taxation by such jurisdiction;

### (f)            *Intentionally omitted*;

### (g)           Neither the Company nor any Subsidiary thereof has at anytime been a member of any affiliated group, other than the affiliated groupconsisting solely of the Company and its Subsidiaries;

### (h)           There is no dispute or claim concerning any Tax liabilityof the Company and its subsidiaries either (i) claimed or raised by anyGovernmental or Regulatory Authority in writing or (ii) as to which thedirectors and officers of the Company and its subsidiaries have knowledge basedupon personal contact with any agent of such Governmental or RegulatoryAuthority;

### (i)            Neither the Company nor its Subsidiaries have waived anystatute of limitations in respect of income taxes or agreed to any extension oftime with respect to an income tax assessment or deficiency;

### (j)            Neither the Company nor its Subsidiaries are a party toany income tax allocation or sharing agreement;

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### (k)           Neither the Company nor its Subsidiaries are a “foreignperson” within the meaning of Section 1445 of the Code.  Neither the Company nor its Subsidiaries area party to any agreement, whether written or unwritten, providing for thepayment of taxes, payment for tax losses, entitlements to refunds or similartax matters.  Neither the Company nor itsSubsidiaries have been a United States real property holding corporation withinthe meaning of Section 897(c)(2) of the Code during the applicable periodspecified in Section 897(c)(1)(A)(ii) of the Code;

### (l)            No property of the Company or its Subsidiaries is “taxexempt use property” within the meaning of Section 168(h) of the Code orproperty that the Company or its Subsidiaries will be required to treat asbeing owned by another person pursuant to Section 168 (f) (8) of the InternalRevenue Code of 1954, as amended, in effect immediately before the enactment ofthe Tax Reform Act of 1980;

### (m)          There are no Tax Liens upon any property or assets of theCompany or its Subsidiaries except for liens for current taxes not yet due andpayable;

### (n)           Each of the Company and its Subsidiaries has withheld andtimely paid all taxes (including, without limitation, federal, state, local orforeign income, franchise, payroll, employee withholding and social securityand unemployment taxes) required to have been withheld and paid in connectionwith amounts paid or owing to any employee, creditor, independent contractor,stockholder or other third party.  AllForms W-2 and 1099-series forms required to be filed with respect thereto havebeen timely and properly filed; and

### (o)           Neither the Company nor its Subsidiaries (i) have madesince January 1, 2000  any electionsunder Section 341(f) of the Code and (ii) have not made since January 1, 2000any payment (and is not obligated to make any payment) that will hereafter benondeductible under Section 280G of the Code.

### Section 3.12(p) of the **CompanyDisclosure Letter**lists all income tax returns filed with respect tothe Company and its Subsidiaries for taxable periods ended after December 31,2000, indicates those income tax returns that have been audited, and indicatesthose income tax returns that currently are the subject of audit.  The Company has delivered to the Parentcorrect and complete copies of all federal income tax returns, examinationreports, and statements of deficiencies assessed against or agreed to by any ofthe Company and its Subsidiaries since December 31, 2000 and upon completionwill deliver all returns for the year ending December 31, 2005.

## 3.13         EmployeeBenefit Plans; ERISA.

### (a)           Section 3.13 of the **CompanyDisclosure Letter**sets forth a list of (1) every Employee Programmaintained by the Company or any Subsidiary thereof and (2) every EmployeeProgram maintained at anytime within the past five years which was subject toTitle IV of ERISA.  Except for theEmployee Programs set forth on Section 3.13 of the **Company Disclosure Letter**, the Company has no liability orpotential liability for any Employee Program maintained or contributed to byit, or by a current or former Affiliate.

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### (b)           Except as set forth in Section 3.13 of the **Company Disclosure Letter**, each EmployeeProgram which has ever been maintained by the Company or any Subsidiary thereofand which has been intended to qualify under Section 401(a) of the Code hasreceived a favorable determination letter from the Internal Revenue Service (“IRS”)regarding its qualification under such section and any such Employee Programmaintained at any time since 1999 has a favorable determination letter coveringGUST or is entitled to rely on a favorable opinion letter of the IRS issued toa prototype plan sponsor.  No suchEmployee Program has been disqualified under the applicable section of the Codefrom the effective date of the favorable determination letter for such EmployeeProgram through and including the date hereof (or, if earlier, the date thatall of such Employee Program’s assets were distributed).  Except as set forth in Section 3.13 of the **Company Disclosure Letter**, no event oromission has occurred which could cause any such Employee Program to lose itsqualification or tax exemption under the applicable Code section, and to theextent any event or omission is identified in Section 3.13 of the **Company Disclosure Letter**, the Company hasfiled with the IRS for its approval of the Employee Program’s correctionpursuant to the IRS Employee Plans Compliance Resolution System.

### (c)           Except as set forth in Section 3.13 of the **Company Disclosure Letter**, there exists nofailure of any party to comply with any laws, regulations, ordinances, rules,governmental policies, policy statements, orders of any federal, state or localgovernment or governmental department or agency (including without limitation,the IRS, PUCO and the FCC) applicable with respect to any Employee Programsthat have been maintained by the Company or any Subsidiary thereof.  To the extent required by applicable Laws, theCompany and its Subsidiaries have complied with Section 4980B of the Code andPart 6 of Title 1 of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”) and the regulations promulgated thereunder. Except as setforth in Section 3.13 of the **CompanyDisclosure Letter**, with respect to any Employee Program evermaintained by the Company, or any Subsidiary or Affiliate thereof, there hasbeen no “prohibited transaction” as defined in Section 406 of ERISA or CodeSection 4975, or breach of any duty under ERISA or other applicable law or anyagreement which could subject the Company or its Subsidiary to liability eitherdirectly or indirectly (including, without limitation, through any obligation ofindemnification or contribution) for any damages, penalties, or taxes, or anyother loss or expense. Except as set forth in Section 3.13 of the **Company Disclosure Letter**, no litigation orgovernmental administrative proceeding (or investigation) or other proceeding(other than those relating to routine claims for benefits) is pending orthreatened with respect to any such Employee Program and no facts exist whichcould give rise to litigation or such other proceeding. Except as set forth inSection 3.13 of the **Company Disclosure Letter**,no Employee Program contributed to or maintained by the Company, its Subsidiaryor Affiliate thereof has participated in any voluntary correction program.Except as set forth in Section 3.13 of the **CompanyDisclosure Letter**, each Employee Program contributed to ormaintained by the Company, or its Subsidiary or Affiliate thereof has been andis operated and funded in such a manner as to qualify, where relevant andapplicable, for both Federal and Ohio State purposes, for income tax exclusionsto its participants, tax-exempt income for its funding vehicle, and theallowance of deductions and credits with respect to contributions thereto.  No under-funded defined benefit plandetermined on a plan termination basis as provided in Title IV of ERISA hasever been transferred out of the controlled group of companies (within themeaning of Section 414(b) and (c) of the Code) of which the Company is amember.

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### (d)           Except as described in Section 3.13 of the **Company Disclosure Letter**, neither theCompany, its Subsidiary nor any Affiliate thereof, has ever maintained adefined benefit pension plan under Title IV of ERISA or has incurred anyliability under Title IV of ERISA which has not been paid in full prior to thedate hereof.  All payments and/orcontributions required to have been made (under the provisions of anyagreements or other governing documents or applicable law) and allcontributions for the current year which typically have been made in the pastwith respect to all Employee Programs maintained by the Company or anySubsidiary thereof, for all periods prior to the date hereof, either have beenmade or have been properly accrued in the financial statements (including,without limitation, those interim unaudited financial statements deliveredpursuant to Section 6.01 hereof).  Exceptas described in Section 3.13 of the **CompanyDisclosure Letter**, none of the Employee Programs currently orpreviously maintained by the Company or any Subsidiary thereof requires any ofthem to provide (currently or hereafter) health care or other non-pensionbenefits to former employees and/or retired or partially retired (other than asrequired by Part 6 of subtitle B of Title I of ERISA).

### (e)           With respect to each Employee Program maintained by theCompany or any Subsidiary thereof within the three years preceding the datehereof, complete and correct copies of the following documents (if applicableto such Employee Program) have previously been delivered to Parent:  (i) all documents embodying or governing suchEmployee Program, as they may have been amended to the date hereof, and anyrelated funding vehicle which may exist for any such Employee Program; (ii) themost recent and any other material IRS determination letter with respect tosuch Employee Program and any applications for determination subsequently filedwith the IRS; (iii) the IRS Forms 5500, with all applicable schedules attachedthereto and any PBGC Form I filed within the three (3) years prior to the datehereof; (iv) the three most recent actuarial valuation reports completed withrespect to such Employee Program; (v) the summary plan description for suchEmployee Program (or other descriptions of such Employee Program provided toemployees) and all modifications thereto; (vi) premium statements and summarypages of insurance policies related to such Employee Programs; (vii) a copy ofany and all filings made with any government entity (including, but not limitedto, the IRS, the Pension Benefit Guaranty Corporation (“PBGC”) and the Departmentof Labor) for the previous three years which relate to any such EmployeeProgram; and (viii) each other document, explanation or communication whichdescribes any relevant and material aspect of any such plan that is notdisclosed in previously delivered materials. A description of any unwritten Employee Program of the Company,including a description of any material terms of such Employee Program, is setforth in Section 3.13 of the **CompanyDisclosure Letter**.  Withrespect to each Employee Program that involves or relates to medical benefits,(a) no such plan is currently or has been, since December 31, 2002, subject toCOBRA, (b) to the extent any such plan is currently or has been, since December31, 2004, subject to any state Law providing insurance continuation orconversion benefits, there are not currently any participants continuing insuch Employee Program under the provisions of such Law, and (c) based on factsknown to the Company there were not, in 2005, and are not anticipated to be, in2006 or 2007, any claims with respect to current employees, their dependents orany other participants in such medical benefit Employee Program which were orare anticipated to be in excess of $25,000 (on an aggregate basis with respectto each such participant).

### (f)            Except as disclosed in Section 3.13 of the **Company Disclosure Letter**, no collectivebargaining agreement or other contract, written or oral, with any trade orlabor union,

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### employees’ association or similarorganization is in effect as of the date hereof with respect to any employee ofthe Company or any Subsidiary thereof, and neither the Company, itsSubsidiaries nor any Affiliate has ever maintained, participated in, orwithdrawn from any multiemployer plan, as defined in Section 3(37) of ERISA a “multipleemployer plan” within the meaning of Code Section 413(c), or a “multipleemployer welfare arrangement” within the meaning of Section 3(f) of ERISA.

### (g)           Except as set forth in Section 3.13 of the **Company Disclosure Letter**, the consummationof the Merger will not result in the payment, vesting or acceleration of anybenefit including, without limitation, the payment of severance, retention pay,change of control payments, or stay bonuses to any person.

### (h)           No payment that is owed or that may become due to anydirector, officer, employee or agent of the Company or any Subsidiary thereofwill be non-deductible or become subject to Tax under Section 280G or 4999 ofthe Code; nor will there be any obligation to “gross up” or otherwisecompensate any such person because of the imposition of any Tax on a payment tosuch person.

### (i)            Except as specifically disclosed in Section 3.13 of the **Company Disclosure Letter**, the Company hasthe right to modify and terminate any and all benefits (other than pensions)with respect to both its retired and active employees and those of anySubsidiary thereof, other than as prohibited or limited by applicable Law.

### (j)            All employee and employer contributions have been timelymade to all Employee Programs.

### (k)           The Company has complied in a timely manner with allrequirements applicable to top-heavy qualified plans, if applicable, includingapplicable contribution, accrual, and vesting requirements; and no qualifiedplan maintained or contributed to by the Company is top-heavy as of the ClosingDate.

### (l)            All notices including, without limitation, ERISA Section204(h) notices required by applicable law or regulation to be given toemployees or former employees of the Company or any Subsidiary thereof havebeen timely given, if applicable.

### (m)          Except as set forth in Section 3.13 of the **Company Disclosure Letter**, no EmployeeProgram of the Company has incurred an “accumulated funding deficiency” asdefined in Section 302 of ERISA or Section 412 of the Code whether or not waivedor has posted or is required to provide security under Code Section 4(1)(a)(29)or Section 307 of ERISA ; no event has occurred which has or could result inthe imposition of a lien under Code Section 412 or Section 302 of ERISA nor hasany liability to the PBGC (except for payment of premiums) been incurred or tothe knowledge of the Company reportable event within the meaning of Section4043 of ERISA occurred with respect to any such Employee Program except asdisclosed in Section 3.13 of the **Company DisclosureLetter**.  There has been nounwaived reportable event with respect to any Employee Program of the Company;the Merger will not result in a reportable event within the meaning of Section4043 of ERISA with respect to any

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### such Employee Program and the PBGC has notthreatened or taken steps to institute the termination of any such EmployeeProgram.

### (n)           With respect to all periods prior to the Closing, theapplicable requirements of the Health Insurance Portability and AccountabilityAct of 1996, as amended, and the regulations promulgated thereunder (HIPAA),have been satisfied with respect to each affected Employee Program of theCompany.

### (o)           Except as set forth in Section 3.13 of the **Company Disclosure Letter,** no communicationor disclosure has been made that at the time made, did not accurately reflectthe terms and operations of the subject Employee Program of the Company.

### (p)           For purposes of this Section 3.13:

#### (i)            “EmployeeProgram” means (A) all employee benefit plans within the meaning of Section3(1) of ERISA (including, but not limited to, employee benefit plans such asforeign or excess benefit plans which are not subject to ERISA); and (B) allstock option plans, bonus, incentive award or profit sharing plans, severancepay policies or agreements, deferred compensation agreements, supplementalincome arrangements, and all other employee benefit plans, agreements, andarrangements (written or unwritten and formal or informal) not described in (A)above.

#### (ii)           Anentity “maintains” an Employee Program if such entity sponsors, contributes to,or provides benefits under such Employee Program, or has any obligation (byagreement or under applicable law) to contribute to or provide benefits undersuch Employee Program, or if such Employee Program provides benefits to orotherwise covers employees of such entity (or their spouses, dependents, orbeneficiaries).

#### (iii)          Anentity is an “Affiliate” of the Company or any Subsidiary thereof if either (A)it would have ever been considered a single employer with the Company or itsSubsidiary under Section 4001 (b) of ERISA, or (B) it would ever have beenconsidered part of the same “controlled group” as the Company or its Subsidiaryfor purposes of 302 (d) (8) (C) of ERISA.

#### (iv)          “GUST”means the Small Business Job Protection Act of 1996 (“SBJPA”), the InternalRevenue Service Restructuring and Reform Act of 1998 (“RRA”), the TaxpayerRelief Act of 1997 (“TRA”), the Uniformed Services Employment and ReemploymentRights Act of 1994 (“USERRA”), the General Agreement on Tariffs and Trade (“GATT”)and the Community Renewal Tax Relief Act of 2000 (“CRA”).

## 3.14         LaborMatters.

### (a)           Section 3.14(a) of the **CompanyDisclosure Letter** contains a true and complete list of names andcurrent hourly wage, monthly salary or other compensation and benefits(including, without way of limitation, vacation and sick leave) of alldirectors, officers and employees of the Company or any Subsidiary thereof (allsuch Company or Subsidiary employees as of the date hereof, the “CompanyEmployees”).  Section 3.14(a) of the **Company**

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### **Disclosure Letter**sets forth for each such person a complete and accurate listing of all forms ofcompensation and benefits accrued but unpaid as of the date hereof.  Section 3.14(a) of the **Company Disclosure Letter** contains a trueand complete listing and summary description of all employment, compensation,non-competition, severance, confidentiality, consulting and independentcontractor agreements between the Company or any Subsidiary thereof and itsdirectors, officers, employees, independent contractors and consultants.

### (b)           Except as set forth in Section 3.14(b) of the **Company Disclosure Letter**, the Company andeach Subsidiary thereof, as of the Closing, will have paid all compensation andbenefits then due and owing, and shall have made provision for the payment ofall forms of accrued but unpaid compensation and benefits (including, withoutlimitation, accrued vacation and sick leave).  The Company’s policies do not permit employees to carry unused vacationor sick leave over from one calendar year to the next, and all unused vacationand sick leave is forfeited at year end.

### (c)           Except as set forth in Section 3.14(c) of  the **CompanyDisclosure Letter**, the Company and its Subsidiaries have complied inall material respects with all applicable laws, rules and regulations relatingto the employment of labor, including those relating to wages, hours,collective bargaining and relating to the payment and withholding of taxes,including income and social security taxes, and has withheld (and paid, or willtimely pay when due, over to the appropriate authorities) all amounts requiredby Law or by other Contract to be withheld from the wages or salaries of itsemployees.  Neither the Company nor anySubsidiary thereof has any liability or obligation for any arrears of wages orbenefits or any taxes or penalties for failure to comply with any of theforegoing.

### (d)           Except as set forth in Section 3.14(d)(i) of the **Company Disclosure Letter**, the Company andits Subsidiaries are not parties to any Contract with any labor organization,nor have they agreed to, been required to or been asked to recognize ornegotiate any union or other collective bargaining unit, nor has any union orother collective bargaining unit been certified as representing any of theirrespective employees.  Neither theCompany nor any Subsidiary thereof has knowledge of any organization currentlybeing made, pursued or threatened by or on behalf of any labor union withrespect to their respective employees. Except as set forth in Section 3.14(d)(ii) of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary thereof has, within the last three years,experienced any strike, work stoppage, slow down, lockout, grievanceproceeding, claim of unfair labor practices or other significant labordifficulty of any nature, nor are any claims pending or, to the best knowledgeof the Company, threatened between the Company or its Subsidiaries and any oftheir respective employees.

### (e)           Except as set forth in Section 3.14(e)(i) of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary thereof has received notification that its currentemployees presently plan to terminate or otherwise resign from employment,whether by reason of the transactions contemplated hereby or otherwise.  Except as set forth in Section 3.14(e)(ii) ofthe **Company Disclosure Letter**, theemployment of all persons presently employed or retained by the Company isterminable at will, and neither the Company nor any its Subsidiary thereof willbe, pursuant to any current contract, arrangement or understanding (includingcollective bargaining agreements), applicable law, or otherwise, obligated topay any severance pay or other benefit by reason of the voluntary orinvoluntary termination of employment of any

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### present or former employee (includingmanagers), consultant, independent contractor or agent, prior to, on or afterthe Effective Time.

## 3.15         EnvironmentalMatters.

### (a)           Each of the Company and its Subsidiaries is and has at alltimes been in compliance with all applicable Environmental, Health, and SafetyRequirements.

### (b)           Without limiting the generality of the foregoing, each ofthe Company and its Subsidiaries has obtained and is in compliance with allpermits, licenses and other authorizations that are required pursuant toEnvironmental, Health, and Safety Requirements in connection with the use oroperations on any real property or with respect to the business of each of theCompany and its Subsidiaries.

### (c)           Neither the Company or its Subsidiaries has received anywritten or oral notice, report or other information regarding, nor is theCompany or any Subsidiary aware of any circumstances related to, any actual oralleged material violation of Environmental, Health, and Safety Requirements,or any material liabilities or potential liabilities to any Governmental orRegulatory Authorities or third parties under any Environmental, Health, andSafety Requirements.  None of the Companyor its Subsidiaries is subject to any order, decree, injunction or lien by anyGovernmental or Regulatory Authority or any claim, indemnity or other agreementwith any third party relating to liability under any Environmental, Health, andSafety Requirements.

### (d)           The properties currently owned, leased or operated by theCompany and its Subsidiaries (including soils, groundwater, surface water,buildings or other structures) are not contaminated with any Hazardous Materialin such a manner or concentration that the Company would be required under anyEnvironmental, Health and Safety Requirements to remedy the existence of suchHazardous Material.  The propertiesformerly owned, leased or operated by the Company or any of its Subsidiarieswere not contaminated with Hazardous Material during the period of ownership oroperation by the Company or any of its Subsidiaries in such a manner orconcentration that the Company would be required under any Environmental,Health and Safety Requirements to remedy the existence of such HazardousMaterial.  Neither the Company nor any ofits Subsidiaries are or, to the knowledge of the Company, are alleged to be,subject to liability for any Release of Hazardous Material  on the property of any third party.

### (e)           Except as set forth on Section 3.15(e) of the **Company Disclosure Letter**, none of thefollowing exists or existed at any time during the period of ownership or useby the Company or any Subsidiary thereof at any real property or facility ownedor operated by the Company or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containingmaterial, (3) materials or equipment containing polychlorinatedbiphenyls,  or (4) lead-basedpaint, mold, fungi, bacteria or other biological material or organisms forwhich remediation, abatement or removal is necessary for the health, safety orwelfare of persons in or about the real property or for which remediation isrequired under applicable Laws.

### (f)            None of Company or its Subsidiaries has treated, stored,disposed of, arranged for or permitted the disposal of, transported, handled,or Released any Hazardous Materials in a

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### manner that has given or would give rise toliabilities under applicable Environmental, Health, and Safety Requirements,including but not limited to any material liability for response costs, correctiveaction costs, personal injury, property damage, natural resources damage orattorney or consultant fees under Environmental, Health, and SafetyRequirements.  No Hazardous Materialshave been or are now being generated, used, stored, treated or otherwisemanaged on real property owned or leased by the Company or any Subsidiarythereof (the “Properties”), in violation of Environmental, Health andSafety Requirements or relevant environmental permits.  For any Property at which any HazardousSubstance has ever been or is now being generated, used, stored, treated orotherwise, managed, each such activity has been and is in compliance withapplicable Environmental, Health and Safety Requirements and/or environmentalpermits, and then only in the ordinary course of business as then conducted andin such amounts as are typical of the business of the Company or itsSubsidiary.  No Hazardous Materials havebeen, or are being spilled, released, discharged, disposed, placed, orotherwise caused to come to be located on or in the soil, surface water orgroundwater in, on or under any of the Properties, by the Company, anySubsidiary thereof or any other Person. No Hazardous Materials have been shipped or transported from any of theProperties for treatment, storage or disposal at any other facility, by theCompany or any Subsidiary thereof, or any other Person, except pursuant to andin full compliance with applicable Environmental Laws and/or relevantenvironmental permits.  Neither theCompany nor any Subsidiary thereof has disposed, stored, treated, or sent fordisposal, storage or treatment, any solid waste, pollutant, contaminant orwaste (whether hazardous waste or other waste), or Hazardous Materials, exceptin compliance with applicable Environmental Laws and/or environmental permits,and then only to a facility which possessed a valid permit.  No environmental remediation or otherenvironmental response is occurring or has occurred on any real property of theCompany or any Subsidiary thereof nor has the Company or any Subsidiary thereofissued a request for proposal or otherwise asked an environmental remediationcontractor to begin plans for such environmental remediation or otherenvironmental response.

### (g)           For purposes of this Section 3.15, the following termsshall have the following meanings:

#### (i)            “Environmental,Health, and Safety Requirements” means all federal, state, local andforeign statutes, laws (including principles or common law), regulations,ordinances, licenses, permits, approvals or restrictions concerning publichealth and safety, worker health and safety, natural resources and pollution orprotection of the environment, including without limitation, all those relatingto the presence, use, production, generation, handling, transportation, treatment,storage, disposal, distribution, labeling, testing, processing, discharge,release, threatened release, control, or cleanup of any Hazardous Material, assuch requirements are enacted and in effect on or prior to the Effective Time.  By way of example and not limitation,Environmental, Health, and Safety Requirements shall specifically include theClean Air Act, Federal Water Pollution Control Act, Resource Conservation andRecovery Act, Comprehensive Environmental Response Compensation and LiabilityAct, the Oil Spill Act, each as amended and in effect from time to time, andany state analogues thereto.

#### (ii)           “HazardousMaterial” means all pollutants, contaminants, hazardous substances,hazardous waste, toxic substances solid or special waste, and materials,

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#### petroleum and petroleum constituents, PCBs, asbestos, radon radioactivematerials and any other compound, element, material or substance in any formwhatsoever regulated or restricted by or under Environmental Health and SafetyRequirements.

#### (iii)          “Release”means the spilling, leaking, disposing, discharging, emitting, depositing,ejecting, leaching, escaping or any other release or threatened release,however defined, whether intentional or unintentional, of any HazardousMaterial.

## 3.16         Titleto and Condition of Property.

### (a)           Except as specifically disclosed in Section 3.16(a)(i) ofthe **Company Disclosure Letter**,  the Company and each Subsidiary thereof hasgood and marketable title to, or in the case of leased property have validleasehold interests in, all of its properties and assets, free and clear of allmortgages, Liens, restrictions or encumbrances. All owned or leased real property of the Company or any Subsidiarythereof is described in Section 3.16(a)(ii) of the **Company Disclosure Letter**. A true copy of each deed for each parcel of real property owned by theCompany or any Subsidiary thereof and each lease to which the Company or anySubsidiary thereof is a party, is listed in Section 3.16(a)(ii) of the **Company Disclosure Letter** and has beendelivered by the Company to Parent.  Eachlease is in full force and effect and affords the Company or the Subsidiary, asthe case may be, peaceful and undisturbed possession of the subject matter ofsuch lease.  No default or event ofdefault on the part of the Company or its Subsidiary or, to the knowledge ofthe Company, on the part of the lessor, exists under any lease, and neither theCompany nor its Subsidiary has received any notice of default under any suchlease or any indication that the owner of the leased property intends toterminate such lease, and, no event has occurred which with notice or the lapseof time, or both, would constitute a default under any such lease.  Except as specifically disclosed in Section3.16(a)(iii) of the **Company Disclosure Letter**,each of the Company and its Subsidiaries holds all easements, rights-of-way andother rights (all of which are properly recorded) necessary to own, operate andmaintain its physical plant and business operations as currently conducted andcontemplated, and is not in breach of, or default under, any such easement,right-of-way or other right and there are not any burdensome limitations orobligations on the Company or any Subsidiary thereof under any such easement,right-of-way or other right.  A listingand true copies of all easements and rights-of-way is provided in Section3.16(a)(iv) of the **Company Disclosure Letter**.

### (b)           Except as set forth in Section 3.16(b) of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary thereof is in violation of any zoning, land-use,building or safety law, ordinance, regulation or requirement or other law orregulation applicable to the operation of its owned or leased properties, norhas it received any notice of violation with which it has not complied, in anycase in which the consequences of such violation if asserted by the applicableregulatory authority would be adverse with respect to the Company or itsSubsidiary.  All real property owned orleased and all tangible personal property owned or leased by the Company andany Subsidiary thereof taken as a whole and required for the purpose ofcarrying on its business and operations, is in adequate operating condition andrepair, reasonable wear and tear excepted, and no portion of any such real orpersonal property has suffered any damage by fire or other casualty which hasnot heretofore been completely repaired and restored to its original conditionto the extent necessary or useful in the continued operation of its business.

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## 3.17         IntellectualProperty Rights.  The Company and itsSubsidiaries have all right, title and interest in, or a valid and bindinglicense to use, all Intellectual Property (as defined below) free and clear ofall liens, security interests or other encumbrances which is material to theconduct of the businesses of the Company and its Subsidiaries taken as awhole.  Neither the Company nor anySubsidiary of the Company is in default (or with the giving of notice or lapseof time or both, would be in default) under any license to use suchIntellectual Property, and, to the Company’s knowledge, such IntellectualProperty is not being infringed by any third party and neither the Company norany Subsidiary of the Company is infringing any Intellectual Property of any thirdparty.  No material claim has beenasserted and is pending by any Person challenging the use of any suchIntellectual Property or the validity or effectiveness of any such IntellectualProperty.  For purposes of thisAgreement, “Intellectual Property” means patents and patent rights,trademarks and trademark rights, trade names and trade name rights, servicemarks and service mark rights, service names and service name rights,copyrights and copyright rights, trade secrets, Internet domain names and otherproprietary intellectual property rights and all pending applications for andregistrations of any of the foregoing.  Alisting of all Intellectual Property owned, leased, licensed or used by theCompany is provided in Section 3.17 of the **CompanyDisclosure Letter**.   Withoutlimiting the foregoing, the Company has caused to be prepared, and shall causeto be updated through the Closing Date, a Nortel Software Reconciliation Reportwith regard to the Company’s Nortel DMS-10 switch, indicating all licensesrequired to be held by the Company with respect to tasks performed by saidswitch.  As of the Closing Date, all suchlicenses identified in said report shall be held by the Company and shall befully paid for, or, to the extent ongoing royalty or license fees are payablethereunder, all such fees shall have been provided for or accrued in thefinancial statements (including those interim unaudited financial statements tobe provided under Section 6.01 hereof) in accordance with GAAP.

## 3.18         Insurance.  Section 3.18(i) of the **Company Disclosure Letter** contains a listof all insurance policies which are owned by the Company and any of itsSubsidiaries and which name the Company or any of its Subsidiaries as aninsured, including without limitation, self-insurance programs and those whichpertain to the Company’s assets, employees or operations.  All such insurance policies are in full forceand effect, and are in such amounts and cover such risks as are usual andcustomary in the Company’s industry, for a company the size of theCompany.  All premiums with respect tosuch policies have been paid or properly accrued, and no notice of cancellationor termination has been received with respect to any such policy.  Such policies are sufficient for compliancewith all applicable Laws, franchises, governmental policies or Orders and anyContract to which the Company or any Subsidiary thereof are a party.  Neither the Company nor any Subsidiarythereof has breached or otherwise failed to perform the obligations under anyof such policies.  Except as set forth inSection 3.18(ii) of the **Company DisclosureLetter**, there are no pending or to the knowledge of the Companythreatened claims under any insurance policy relating to the Company or anySubsidiary thereof.  Neither the Companynor any Subsidiary thereof has, subsequent to December 31, 2002, been refusedany insurance coverage for which it has applied.

## 3.19         VoteRequired.  The affirmative vote ofthe holders of record of at least two-thirds of the outstanding Company CommonShares with respect to the adoption of this Agreement is the only vote of theholders of any class or series of the capital shares of the

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## Company required to adopt this Agreement and approve the Merger and theother transactions contemplated hereby.

## 3.20         Opinionof Financial Advisor.  The Companyhas received the opinion of  StifelNicolaus & Company, Incorporated (“Stifel Nicolaus”), dated the datehereof, to the effect that, as of the date hereof, the consideration to bereceived in the Merger by the shareholders of the Company is fair from afinancial point of view to the shareholders of the Company, a copy of  which is attached to Section 3.20 of the **Company Disclosure Letter**.

## 3.21         Anti-takeoverStatutes Not Applicable.  No “fairprice,” “merger moratorium,” “control share acquisition” or other similaranti-takeover statute or regulation existing under, or adopted in connectionwith, the laws of the State of Ohio will apply to this Agreement, the Merger orother transactions contemplated hereby, and no such anti-takeover statute orregulation shall prevent or delay the Closing of any or all of the transactionscontemplated by this Agreement by reason of that certain tender offer in theamount of $51.15 per share made by Vincent Acquisition Corporation on March 9,2006.

## 3.22         Business;Franchises and Regulations.  Exceptas set forth in Section 3.22(i) of the **CompanyDisclosure Letter**, the Company and each of its Subsidiaries hasownership of and/or the right to use (i) all franchises, permits, registrations,licenses (other than FCC Licenses) and other authorizations required byapplicable law or regulation, and (ii) all patent, copyright, trademark, andother rights and privileges, in the case of both (i) and (ii) used or useful intheir respective businesses as presently conducted, or contemplated to beconducted, or required or necessary to permit it to own its properties and toconduct its business as presently conducted or contemplated to be conducted andneither their present nor contemplated activities infringe any such patent,copyright, trademark or other proprietary rights of others.  Section 3.22(ii) of the **Company Disclosure Letter** correctly setsforth all of the franchises, authorizations, permits, registrations andlicenses (other than FCC Licenses) which are held by the Company or anySubsidiary thereof (the “Company Authorizations”) and correctly setsforth the issuer and termination or expiration date of each CompanyAuthorization.  Each CompanyAuthorization was duly and validly issued by the issuer thereof to the Companyor its Subsidiary pursuant to procedures that complied with all requirements ofapplicable law.  Each CompanyAuthorization or other right held by the Company or any Subsidiary thereof isin full force and effect, free of any Lien, charge or encumbrance of anynature, and are not subject to any restrictions or conditions which,individually or in the aggregate, would impair the ability of the Company andits Subsidiary to own their respective properties and to carry on theirrespective businesses as presently conducted or contemplated to be conducted,and the Company and its Subsidiaries are in compliance with the terms thereofwith no conflict with the valid rights of others which could affect or impairin any manner the business, assets or condition, financial or otherwise, of theCompany and its Subsidiaries taken as a whole except as set forth in Section3.22(iii) of the **Company Disclosure Letter**.  No event has occurred which permits, or afternotice or lapse of time or both would permit, the revocation or termination ofany Company Authorization, except as set forth in Section 3.22(iv) of the **Company Disclosure Letter**.  No proceedings to terminate, revoke, refuse,renew, modify or restrict such Company Authorizations are pending or, to theknowledge of the Company, threatened. Except as described in Section 3.10(ii) of the **Company Disclosure Letter**, the Company hastimely and properly made all filings and 

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## reports required by the PUCO, the FCC and all other regulatory entitieshaving jurisdiction over the Company or its Subsidiary.

## 3.23         Tariffs:FCC Licenses.

### (a)           The regulatory tariffs applicable to the Company and itsSubsidiaries stand in full force and effect in accordance with their terms, andthere is no outstanding notice of suspension, cancellation or termination or,to the Company’s knowledge, any threatened suspension, cancellation ortermination in connection therewith. Except as otherwise disclosed in Section 3.23 of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary thereof is subject to any restrictions or conditionsapplicable to its regulatory tariffs that limit or would limit the operationsof the Company or its Subsidiary (other than restrictions or conditionsgenerally applicable to tariffs of that type). Each such tariff has been duly and validly approved by the appropriateregulatory agency.  Except as otherwisedisclosed in Section 3.23 of the **CompanyDisclosure Letter**, neither the Company nor any Subsidiary thereof isin violation under the terms and conditions of any such tariff, and there is nobasis for any claim of violation by the Company or any Subsidiary thereof underany such tariff.  There are noapplications by the Company or any Subsidiary thereof, nor any complaints orpetitions, or other filings by others (other than Vincent AcquisitionCorporation), or proceedings pending or, to the knowledge of the Company,threatened, before the PUCO or the FCC relating to the Company or anySubsidiary thereof, or their respective operations or regulatory tariffs.  To the knowledge of the Company, there are noviolations by subscribers or others under any such tariff.  Each tariff applicable to the Company or anySubsidiary thereof has been listed in Section 3.23 of the **Company Disclosure Letter** and a true andcorrect copy has been delivered to Parent.

### (b)           Section 3.23 of the **CompanyDisclosure Letter** correctly sets forth all of the FCC Licenses heldby the Company or any Subsidiary thereof and correctly sets forth theexpiration or termination date of each FCC License.  The Company and its Subsidiaries hold all FCCLicenses required by applicable law or regulation, or which are used or usefulin their respective businesses as presently conducted or as contemplated to beconducted.  Except as disclosed inSection 3.23 of the **Company Disclosure Letter**,each such FCC License was duly and validly issued to the Company or itsSubsidiary pursuant to procedures which complied with all requirements ofapplicable law.  Each FCC License is infull force and effect in accordance with its terms, and there is no outstandingnotice of cancellation or termination or, to the knowledge of the Company, anythreatened cancellation or termination in connection therewith nor are any ofsuch FCC Licenses subject to any restrictions or conditions that limit theoperations of the Company or any Subsidiary thereof (other than restrictions orconditions generally applicable to licenses of that type).  No proceedings to revoke, refuse to renew,modify or restrict such FCC Licenses are pending or, to the knowledge of theCompany, threatened.  The Company has noreason to believe that any of the FCC Licenses (i) could be revoked, canceledor suspended, and (ii) would not be renewed or extended in the ordinary courseof business.  The transactionscontemplated by this Agreement shall not cause Company’s study area tochange.  Company is currently an averageschedule company and Company does not know of any reason such study area oraverage schedule company status shall not continue to be available to theSurviving Corporation after the Closing Date.

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## 3.24         RateBase.  Except for amounts that aredisallowed or excluded due to regulation applied generically to all localexchange carriers, neither the Company nor any Subsidiary thereof has anymaterial amount of inventory, plant or equipment that has been disallowed fromrate base or excluded from the revenue calculations for any pool and neitherthe Company nor any Subsidiary thereof has received notification that the FCCor any state regulatory authority or pool administrator proposes to exclude anyassets from rate base or revenue calculations for the pools.

## 3.25         Overbillings;Refunds.  Except as set forth inSection 3.25 of the **Company Disclosure Letter**,  neither the Company nor any Subsidiarythereof has any liabilities for any customer or inter-exchange or toll carrieroverbillings or prospective refunds of overearnings in excess of one thousanddollars ($1,000).

## 3.26         CapitalImprovements.  Except as set forth inSection 3.26(i) of the **Company DisclosureLetter**, neither the Company nor any Subsidiary thereof is requiredby any federal, state or local regulatory body to make any changes, upgrades orenhancements with respect to its physical plant or physical assets and neitherthe Company nor any Subsidiary thereof has reason to believe that any suchchanges, upgrades or enhancements will be so required in the foreseeablefuture.  Except as set forth in Section3.26(ii) of the **Company Disclosure Letter**,neither the Company nor any Subsidiary thereof has any outstanding contracts orcommitments for capital expenditures. Section 3.26(iii) of the **CompanyDisclosure Letter** includes a list, as of July 31, 2006, of alldisbursements on account of capital investments by Company and its Subsidiariessince December 31, 2005.  Section3.26(iv) of the **Company Disclosure Letter**contains the Company’s and its Subsidiaries’ 2005 detailed actual capitalexpenditures.

## 3.27         InvestmentCompany.  Neither the Company nor anySubsidiary thereof is an Investment Company as such term is defined in theInvestment Company Act of 1940, as amended.

## 3.28         MarginSecurities.  Neither the Company norany Subsidiary thereof owns or has any present intention of acquiring, any “marginsecurity” within the meaning of Regulation G (12 C.F.R. Part 207), or any “marginstock” within the meeting of Regulation U (12 C.F.R. Part 221), of the Board ofGovernors of the Federal Reserve System (herein called “margin security” and “marginstock”).

## 3.29         Solvency.  Neither the Company nor any Subsidiarythereof has (i) made a general assignment for the benefit of creditors, (ii)filed any voluntary petition in bankruptcy or suffered the filing of anyinvoluntary petition by its creditors, (iii) suffered the appointment of areceiver to take possession of all, or any substantial portion of its assets,(iv) suffered the attachment or other judicial seizure of all, or anysubstantial portion of its assets, (v) admitted in writing its inability to payits debts as they come due, or (vi) made an offer of settlement, extension orcomposition to its creditors generally.

## 3.30         Brokersor Finders.  Except as set forth inSection 3.30 of the Company **Disclosure Letter**,neither the Company nor any Subsidiary thereof has engaged the services of anybrokers or finders in connection with the execution of this Agreement.

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## 3.31         Books of Account.  The books of account of the Company and itsSubsidiaries have been maintained in accordance with normal business practices,and accurately and fairly reflect all of the properties, assets, liabilities,transactions and appropriate accruals of the Company and of its Subsidiaries.

## 3.32         IntracompanyContracts.  Except as set forth inSection 3.32 of the **Company Disclosure Letter**,  there are no Contracts, understandings,arrangements or commitments (whether written or oral) between (i) the Company,on the one hand, and any Subsidiary thereof, on the other hand, or (ii) theCompany or its Subsidiary, on the one hand, and any Shareholder, any officer,director or employee of the Company or any Subsidiary thereof or any of theirrespective Affiliates, on the other hand.

## 3.33         Customers.  Section 3.33 of the **Company Disclosure Letter** sets forth astatement of access line changes and DSL changes for the Company as of thedates represented therein.  As of August31, 2006, the Company currently serves 3,915 access lines, all of which havecurrent billing activity, and provides DSL service to 518 customers.

## 3.34         Materials andSupplies.  The value (as reflected onthe Company’s books) of materials and supplies of the Company and anySubsidiary thereof which are obsolete or in excess of normal requirements, willnot exceed the reserve for obsolete or excess materials and supplies asreflected on the books of the Company or its applicable Subsidiary.

## 3.35         Schedules of theTelephone Plant.  Section 3.35 of the**Company Disclosure Letter** setsforth copies of schedules (including details regarding net book value andcontinuing property records lists associated therewith) of the “Plant inService” of the Company as of December 31, 2005.  Except as set forth in Section 3.35 of the **Company Disclosure Letter**, the accountbalances reflected on the schedule of Telephone Plant (which shall include bothregulated and non-regulated business)****correspond,in all material respects, to the associated account balances reflected on thebooks of the Company, which in turn correspond in all material respects to theamounts thereof reported on all applicable Tax Returns.

## 3.36         Approval ofTransactions.  The Company is notaware of any fact, event or circumstance relating to the Company or anySubsidiary thereof that would cause a regulatory agency to deny or withhold itsapproval to the transactions contemplated hereby.

## 3.37         AccountsReceivable.  The accounts receivablefor the Company and its Subsidiaries as stated in the Financial Statements areactual and bona fide receivables representing obligations for the total dollaramount of such receivables, as shown on the books of the Company and itsapplicable Subsidiary, that resulted from the regular course of business of theCompany and its Subsidiaries.  Suchreceivables are fully collectible in accordance with their terms and aresubject to no offset or reduction of any nature except for a reserve foruncollectible amounts consistent with the reserve established by the Company inthe Financial Statements.  The value (asreflected on the Company’s books) of any accounts receivable of the Companywhich are over 90 days are either recoverable in full from interexchangecarriers under billing and collection Contracts or will not materially exceedthe billing reserve established by the Company in the Financial Statements.

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## 3.38         Net Cash.  Section 3.38 of the **Company Disclosure Letter** sets forth theaggregate amount of Net Cash held by the Company and its Subsidiaries as of theclose of business on the last business day prior to the execution of thisAgreement.  For purposes hereof, “NetCash” shall be defined as the total of the consolidated cash and cashequivalents of the Company and all Subsidiaries thereof, minus (i) theconsolidated current and long term indebtedness of the Company and allSubsidiaries thereof for borrowed money and (ii) the severance payments due toDennis Carlsen, George Tallent and John Ludenia, assuming as if they wereterminated by the Company on October 31, 2006.

## 3.39         SMSA TowerHoldings LLC.  One of theSubsidiaries of the Company, GIT-CELL, Inc., owns the interest in CincinnatiSMSA Tower Holdings LLC (“SMSA LLC”) and has the capital account with respectthereto, as of the date of this Agreement, as set forth in Section 3.39(i) ofthe **Company Disclosure Letter**, anda tax basis with respect thereto, as of June 30, 2006, as set forth in section3.39(ii) of the **Company Disclosure Letter**.  The Company has delivered to Parent thecomplete, executed Second Amended and Restated Operating Agreement of SMSA LLC,dated May 31, 2001, and all amendments thereto (collectively, the “SMSA LLCOperating Agreement”).  GIT-CELL, Inc.has made all capital contributions required to be made by GIT-CELL, Inc. toSMSA LLC, and except as set forth in Section 3.39(iii) of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary have any monetary liability or obligation,contingent, deferred, liquidated, unliquidated or otherwise, including, withoutlimitation, any liability or obligation to any taxing authority or any otherGovernmental or Regulatory Authority concerning, arising out of or relating toGIT-CELL, Inc.’s interest in and to SMSA LLC.

## 3.40         SMSA LimitedPartnership.  One of the Subsidiariesof the Company, GIT-CELL, Inc., owns the interest in Cincinnati SMSA LimitedPartnership (“SMSA Partnership”) and has the capital account with respectthereto, as of the date of this Agreement, as set forth in Section 3.40(i) ofthe **Company Disclosure Letter**, anda tax basis with respect thereto, as of June 30, 2006, as set forth in section3.40(ii) of the **Company Disclosure Letter**.  The Company has delivered to Parent thecomplete, executed Agreement Establishing Cincinnati SMSA Limited Partnership,dated December 2, 1982, and all amendments thereto (collectively, the “SMSAPartnership Agreement”).  GIT-CELL, Inc.has made all capital contributions required to be made by GIT-CELL, Inc. toSMSA Partnership, and except as set forth in Section 3.40(iii) of the **Company Disclosure Letter**, neither theCompany nor any Subsidiary have any monetary liability or obligation,contingent, deferred, liquidated, unliquidated or otherwise, including, withoutlimitation, any liability or obligation to any taxing authority or any otherGovernmental or Regulatory Authority concerning, arising out of or relating toGIT-CELL, Inc.’s interest in and to SMSA Partnership.

## 3.41         Termination ofPension Plan.  The Estimated PensionPlan Termination Costs with regard to the termination of the Pension Plan, asprovided by the Company pursuant to Section 7.02(n)(ii) hereof, do not exceed$50,000.

## 3.42         Disclosure.  No representation or warranty made by theCompany in this Agreement or furnished by or on behalf of the Company to Parentcontains or will contain any untrue statement of a material fact, or omits orwill omit to state a material fact necessary to make each statement containedtherein not misleading.

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## 3.43         Pole Compliance.  The Company is currently in compliance withany and all pole sharing or similar agreements and any and all Laws issued byany Governmental or Regulatory Authority with regard to the placement and/orspacing of telephone lines.

# **ARTICLEIV**

**REPRESENTATIONS AND WARRANTIES OF PARENT ANDSUB**

Parent and Sub represent andwarrant to the Company as of the date of this Agreement as follows:

## 4.01         Organization andQualification.  Each of Parent andSub is a corporation duly incorporated, validly existing and in good standingwith perpetual duration under the laws of its jurisdiction of incorporation andhas full corporate power and authority to conduct its business as and to theextent now conducted and to own, use and lease its assets and properties.  Sub was formed solely for the purpose ofengaging in the transactions contemplated by this Agreement, has engaged in noother business activities, has conducted its operations only as contemplatedhereby and has no material liabilities. In Section 4.01 to the letter dated the date hereof and delivered toCompany by Parent and Sub concurrently with the execution and delivery of thisAgreement (the “**Parent Disclosure Letter**”)there is included complete and correct copies of the certificates or articlesof incorporation and code of regulations or bylaws (or other comparable charterdocuments) of Parent and Sub.

## 4.02         Authority Relativeto this Agreement.  Each of Parentand Sub has the requisite corporate power and authority to enter into thisAgreement and all related agreements, to perform its obligations hereunder andthereunder and to consummate the transactions contemplated hereby and thereby,subject to such approvals as are required pursuant to Section 4.03(b)hereof.  The execution, delivery andperformance of this Agreement  and allrelated agreements by each of Parent and Sub and the consummation by each ofParent and Sub of the transactions contemplated hereby and thereby have beenduly and validly approved by their respective Boards of Directors and by Parentin its capacity as the sole shareholder of Sub, and no other corporateproceedings on the part of either of Parent or Sub or their respectiveshareholders are necessary to authorize the execution, delivery and performanceof this Agreement and all related agreements by Parent and Sub and theconsummation by Parent and Sub of the Merger and the other transactionscontemplated hereby and thereby.  ThisAgreement and each related agreement executed by Parent and/or Sub has beenduly and validly executed and delivered by each of Parent and Sub, as the case maybe, and constitutes a legal, valid and binding obligation of each of Parent andSub enforceable against each of Parent and Sub in accordance with its terms,except as enforceability may be limited by bankruptcy, insolvency,reorganization, moratorium or other similar laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles (regardless ofwhether such enforceability is considered in a proceeding in equity or at law).

## 4.03         Non-Contravention;Approvals and Consents.

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## (a)                Theexecution and delivery of this Agreement and each related agreement by each ofParent and Sub do not, and the performance by each of Parent and Sub of itsobligations hereunder and thereunder and the consummation of the transactionscontemplated hereby and thereby will not, conflict with, result in a violationor breach of, constitute (with or without notice or lapse of time or both) adefault under, result in or give to any Person any right of payment orreimbursement, termination, cancellation, modification or acceleration of, lossof a material benefit under or result in the creation or imposition of any Lienupon any of the assets or properties of Parent or any of its Subsidiariesunder, any of the terms, conditions or provisions of (i) the certificatesor articles of incorporation or code of regulations or bylaws (or othercomparable charter documents) of Parent or any of its Subsidiaries, or(ii) subject to the taking of the actions described in paragraph (b) ofthis Section 4.03, (x) any Laws or Orders of any Governmental or RegulatoryAuthority applicable to Parent or any of its Subsidiaries or any of theirrespective assets or properties, or (y) any Contracts to which Parent orany of its Subsidiaries is a party or by which Parent or any of itsSubsidiaries or any of their respective assets or properties is bound.

### (b)           Except(i) for the filing of a telecommunications application to transfer controlwith the PUCO by Parent under, and any other actions required under, the OhioAct, (ii) for the filing of a telecommunications application to transfercontrol with the FCC by Parent under, and any other actions required under, theTelecom Act, and (iii)  for the filing of the Certificate of Merger andother appropriate merger documents required by the OGCL with the Secretary ofState, no consent, approval or action of, filing with or notice to anyGovernmental or Regulatory Authority or other public or private third party isnecessary or required under any of the terms, conditions or provisions of anyLaw or Order of any Governmental or Regulatory Authority or any Contract towhich Parent or any of its Subsidiaries is a party or by which Parent or any ofits Subsidiaries or any of their respective assets or properties is bound forthe execution and delivery of this Agreement by each of Parent and Sub, theperformance by each of Parent and Sub of its obligations hereunder or theconsummation of the transactions contemplated hereby.

## 4.04         InformationSupplied.  Neither the informationsupplied or to be supplied in writing by or on behalf of Parent or Sub forinclusion in the Proxy Statement or any other documents to be filed by Parent,Sub or the Company with any other Governmental or Regulatory Authority inconnection with the Merger and the other transactions contemplated hereby onthe date of its filing or, in the case of the Proxy Statement, at the date itis mailed to shareholders of the Company and at the time of the CompanyShareholders’ Meeting, contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary in orderto make the statements therein, in light of the circumstances under which theyare made, not misleading.

## 4.05         Legal Proceedings.  There are no actions, suits, arbitrations orproceedings pending or, to the knowledge of Parent or Sub, threatened against,relating to or affecting, nor to the knowledge of Parent or Sub are there anyGovernmental or Regulatory Authority investigations or audits pending orthreatened against, relating to or affecting, Parent or any of its Subsidiariesor any of their respective assets and properties which, individually or in theaggregate, would reasonably be expected to have a material adverse effect onthe ability of Parent and Sub to consummate the transactions contemplated bythis Agreement, and neither Parent nor any of its Subsidiaries is subject toany order of any Governmental or Regulatory 

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## Authoritywhich, individually or in the aggregate, would reasonably be expected to have amaterial adverse effect on the ability of Parent and Sub to consummate thetransactions contemplated by this Agreement.

## 4.06         Capitalization ofSub.  The authorized capital stock ofSub consists of One Thousand Five Hundred (1,500)****common shares, without par value, all of which shares arevalidly issued and outstanding, fully paid and nonassessable and are owned byParent free and clear of any and all Liens. On the date hereof Sub has, and atall times through the Effective Time, Sub will continue to have, no obligationsor liabilities (whether absolute, accrued, contingent, fixed or otherwise, orwhether due or to become due) of any nature except for nominal liabilitiesassociated with Sub’s organization and liabilities arising under or inconnection with this Agreement.

## 4.07         Financing.  Parent has, or has received binding (subjectto the terms and conditions thereof) commitments from financially responsiblefinancial institutions to obtain, the funds necessary to consummate the Mergerand pay the Merger Price as provided in Section 2.01, and to pay related feesand expenses, and will make such funds available to Sub immediately prior tothe Closing.  Parent shall keep theCompany informed with respect to material activity concerning the status ofsuch financing, and shall give the Company prompt notice of any materialadverse change with respect to such financing.

# **ARTICLE V**

**COVENANTS OF THE COMPANY**

## 5.01         Covenants of theCompany.  At all times from and afterthe date hereof until the Effective Time, the Company covenants and agrees asto itself and its Subsidiaries that (except as expressly contemplated orpermitted by this Agreement, including any exception set forth in the **Company Disclosure Letter** as provided onthe date this Agreement is executed (but not including any exception firstlisted in any amendment thereto), or to the extent that Parent shall otherwiseconsent in writing):

### (a)           TheCompany and each of its Subsidiaries shall conduct their respective businessesonly in, and neither the Company nor any such Subsidiary shall take any actionexcept in, the ordinary course consistent with past practice.

### (b)           Withoutlimiting the generality of paragraph (a) of this Section 5.01, (i) theCompany and its Subsidiaries shall use commercially reasonable efforts topreserve intact in all material respects their present business organizationsand reputation, to keep available the services of their key officers andemployees, to maintain their assets and properties in adequate working orderand condition, ordinary wear and tear excepted, to maintain insurance on theirtangible assets and businesses in such amounts and against such risks andlosses as are currently 

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### in effect, to preserve their relationships with customers and suppliersand others having significant business dealings with them and to comply in allmaterial respects with all Laws and Orders of all Governmental or RegulatoryAuthorities applicable to them, and (ii) the Company shall not, nor shallit permit any of its Subsidiaries to:

#### (i)            amend or propose to amend itsarticles of incorporation or code of regulations;

#### (ii)           (A) declare, set aside or payany dividends on or make other distributions in respect of any of its capitalshares, except for (x) the declaration and payment of  cash dividends by the Company on CompanyCommon Shares at times and in amounts consistent with past practices (providedthat such dividends do not exceed an aggregate amount of $32,000 per quarter)and (y) the declaration and payment of dividends by a wholly-owned Subsidiarysolely to its parent corporation, (B) split, combine, reclassify or takesimilar action with respect to any of its capital shares or issue or authorizeor propose the issuance of any other securities in respect of, in lieu of or insubstitution for its capital shares, (C) adopt a plan of complete or partialliquidation or resolutions providing for or authorizing such liquidation or adissolution, merger, consolidation, restructuring, recapitalization or otherreorganization, or (D) directly or indirectly redeem, repurchase orotherwise acquire any capital shares;

#### (iii)          issue, deliver or sell, purchase orredeem or authorize or propose the issuance, delivery or sale of, or thepurchase or redemption of, any of its capital shares or any securitiesconvertible into or exercisable for any of its capital shares or any Option,warrants or rights with respect thereto, other than the issuance by awholly-owned Subsidiary of its capital shares to its parent corporation;

#### (iv)          except for the capital expenditureitems listed at Section 5.01(b)(iv) of the **CompanyDisclosure Letter**, acquire (by merging or consolidating with, or bypurchasing a substantial equity interest in or a substantial portion of theassets of, or by any other manner) any business or any corporation,partnership, association or other business organization or division thereof orotherwise acquire or agree to acquire any assets other than inventory and otherassets to be sold or used in the ordinary course of business consistent withpast practice or otherwise enter into any agreement with regard to capitalexpenditures.  Notwithstanding anythingto the contrary in this Agreement or the **CompanyDisclosure Letter**, (a) with regard to all contracts entered into orto be entered into that pertain to Hickory Pointe Subdivision (as identified inSection 3.26(iii) of the **Company DisclosureLetter**), the Company shall not commit to payment of expenditures inexcess of an aggregate of $70,000 without the prior written consent of Parent,and (b) with regard to all contracts entered into or to be entered into thatpertain to Building Maintenance (as identified in Section 3.26(iii) of the **Company Disclosure Letter**), the Companyshall not commit to payment of expenditures in excess of an aggregate of$75,000 without the prior written consent of Parent;

#### (v)           sell, lease, sell and leaseback,pledge, grant any security interest in or otherwise dispose of or encumber anyof its assets or properties, other than (i) sales of inventory in the ordinarycourse of business consistent with past practice,  or (ii) to the

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#### extent disclosedin Section 5.01(b)(v) of the **CompanyDisclosure Letter;**or allow any such assets or properties to becomesubject to a Lien;

#### (vi)          except to the extent required byapplicable Law or Order make any tax election or settle or compromise anymaterial income tax liability with any Governmental or Regulatory Authority;

#### (vii)         except as set forth in Section5.01(b)(vii) of the **Company Disclosure Letter**(i) incur any indebtedness for borrowed money, (ii) enter into anynew credit facility, or (iii) assume or guaranty any indebtedness orobligation;

#### (viii)        enter into, adopt, amend in any materialrespect (except as may be required by applicable Law) or terminate any EmployeeProgram or other agreement, arrangement, plan or policy between the Company orone of its Subsidiaries and one or more of its directors, officers oremployees, pay any benefit not required by any plan or arrangement in effect asof the date hereof, increase in any manner the compensation or fringe benefitsof any officer or director of the Company or its Subsidiaries or, except fornormal increases in the ordinary course of business consistent with pastpractice (provided that such increases are in no event in excess of 4% perannum), increase in any manner the compensation or fringe benefits of anynon-officer employee;

#### (ix)           enter into any Contract with anyAffiliate of the Company or any of its Subsidiaries or with any third partyproviding for aggregate payment(s) by the Company or any Subsidiary thereof inexcess of $10,000 (other than as expressly permitted pursuant to Section5.01(b)(iv) hereof), or otherwise enter into any Contract or amend or modifyany existing Contract or engage in any transaction unless such Contract,amendment, modification or transaction is (1) in the ordinary course of business,(2) consistent with past practice, and (3) on an arm’s length basis;

#### (x)            settle or compromise any litigation(whether or not commenced prior to the date of this Agreement), other thansettlements involving payments that are not in excess of $10,000 in theaggregate individually and $25,000 in the aggregate collectively over amountsfully recoverable from insurance;

#### (xi)           pay, discharge, or satisfy anyclaims, liabilities, or obligations (whether accrued, absolute, contingent,liquidated, unliquidated, or otherwise, and whether asserted or unasserted),other than (i) liabilities reflected or reserved against in the FinancialStatements, or (ii) liabilities incurred since December 31, 2005 in theordinary course of business consistent with past practice; provided that anyand all such payments, discharges and satisfactions shall be made only in theordinary course of business consistent with past practice;

#### (xii)          waive, release, grant, or transfer anyrights of value, other than in the ordinary course of its business consistentwith past practice;

#### (xiii)         change any of its banking or safedeposit arrangements other than in the ordinary course of its businessconsistent with past practice;

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#### (xiv)        change any of the accounting principlesor practices used by it, except for any change required by reason of aconcurrent change in GAAP and notice of which is given in writing to Parent;

#### (xv)         enter into any agreement providing forthe acceleration of payment or performance or other consequence as a result ofthe change of control of the Company;

#### (xvi)        take any action or fail to take anyaction that would make any of the representations or warranties of the Companycontained in this Agreement untrue or inaccurate at any time after the date ofthis Agreement or would result in any of the conditions set forth in thisAgreement not being satisfied;

#### (xvii)       change any regulatory election or status;

#### (xviii)      make any change in the lines of businessin which it participates or is engaged; or

#### (xix)         enter into any Contract, commitment orarrangement to do or engage in any of the foregoing.

### (c)           TheCompany shall confer on a regular basis with Parent with respect to itsbusiness and operations and other matters relevant to the Merger, and shallpromptly advise Parent of any change or event, including, without limitation,any complaint, investigation or hearing by any Governmental or RegulatoryAuthority (or communication indicating the same may be contemplated) or theinstitution or threat of litigation, known to the Company.

## 5.02         No Solicitations.

### (a)           Priorto the Effective Time, the Company agrees (a) that neither it nor any ofits Subsidiaries shall, and it shall cause their respective Representatives notto, initiate, solicit or encourage, directly or indirectly, any inquiries orthe making or implementation of any proposal or offer (including, withoutlimitation, any proposal or offer to its shareholders) with respect to anAlternative Proposal, or engage in any negotiations concerning, or provide anyconfidential information or data to, or have any discussions with, any Personor group relating to an Alternative Proposal (excluding the transactionscontemplated by this Agreement) or grant any waiver or release under anyconfidentiality, standstill or similar agreement with respect to any class ofequity securities of the Company or any Subsidiary; and (b) that it willimmediately cease and cause to be terminated any existing activities,discussions or negotiations with any parties with respect to any of theforegoing, and it will take the necessary steps to inform such parties of itsobligations under this Section 5.02; provided, however, that nothing containedin this Section 5.02 shall prohibit the Board of Directors of the Company from(i) furnishing information to (but only pursuant to a confidentialityagreement in customary form and having terms and conditions no less favorableto the Company than the Confidentiality Agreement; provided, however, that anysuch confidentiality agreement shall not restrict the parties thereto frommaking an Alternative Proposal) or entering into discussions or negotiationswith any Person or group that makes an unsolicited bona fide AlternativeProposal, if a majority of the Board of Directors of the Company, withoutincluding directors who may be considered Affiliates (as defined in Rule 405under the Securities Act) of any person making an Alternative

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### Proposal (“Disinterested Directors”), determines in good faith(after receipt of advice from reputable outside legal counsel experienced in suchmatters (including without limitation Thompson Hine) that there is a reasonablebasis to conclude that the failure to take any action that would otherwise beprohibited by any such restriction would result in a breach of the Board ofDirectors’ fiduciary duties under applicable Law) that the Alternative Proposalis or presents a reasonable likelihood of resulting in a Superior Proposal andwas not solicited by it after the date hereof and did not otherwise result froma breach of this Section 5.02; and (ii) making disclosure relating to thepossible Alternative Proposal to the Company’s shareholders if, in the goodfaith judgment of a majority of the Disinterested Directors, after beingadvised by reputable outside counsel experienced in such matters (includingwithout limitation, Thompson Hine), there is a reasonable basis to concludethat disclosure is required under applicable Law.  The Company will promptly notify Parentafter  receipt of a proposal relating toany Alternative Proposal or any request for information relating to the Companyor for access to the properties, books or records of the Company by any Personthat has made a proposal relating to an Alternative Proposal or any Person whothe Company believes in its reasonable judgment may be considering making, orhas made, a proposal relating to an Alternative Proposal, or any request fornonpublic information from any Person, and will keep Parent fully informed on acurrent basis (and in any event within 24 hours after receipt of an indication,request or a proposal relating to an Alternative Proposal, or any revision ofsuch proposal) of the status and details of any such Alternative Proposal,indication or request.  The Company willnot enter into any agreement or arrangement (other than a confidentialityagreement as described above), or make any recommendation, with respect to anAlternative Proposal that is or presents a reasonable likelihood of resultingin a Superior Proposal for three business days after delivery of such a noticeto Parent indicating the Company’s intention to enter into such an agreement orarrangement, or to make such a recommendation, with respect to such AlternativeProposal, which notice shall include all material terms of such proposal, andthe Company will negotiate exclusively in good faith with Parent for suchthree-business day period to make such adjustments in the terms and conditionsof this Agreement as would enable the Company to proceed with the transactionscontemplated herein on such adjusted terms; provided, however, that any suchproposed adjustments shall be at the discretion of the parties hereto at thetime and that no more than one three-day negotiation period shall apply to anyparticular Alternative Proposal, it being understood that any material changeto an Alternative Proposal will give rise to a new three-day negotiation periodunder this Section 5.02, unless the Company shall have notified Parent inwriting that the Company does not intend to enter into any agreement orarrangement (other than a confidentiality agreement as described above), ormake a recommendation, with respect to such Alternative Proposal as modified bysuch material change.  Nothing in thisSection 5.02 shall permit the Company to terminate this Agreement except asprovided in Article VIII.

### (b)           Neitherthe Company nor the Board of Directors of the Company nor any committee thereofshall withdraw or modify, or propose to withdraw or modify, in any manneradverse to Parent, the approval or recommendation of this Agreement or theMerger, or, except as contemplated by Section 5.02(a)(ii) above, proposepublicly to approve or recommend an Alternative Proposal unless a majority ofthe Disinterested Directors determines, in its good faith judgment (afterreceipt of advice from reputable outside legal counsel experienced in suchmatters, including without limitation Thompson Hine) that there is a reasonablebasis to conclude that the failure to take such action would result in a breachof the Board of Directors’ fiduciary

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### duties under applicable Law and the Company has otherwise complied withits obligations under this Section 5.02.

### (c)           Forpurposes of this Agreement, “Alternative Proposal” means any merger,consolidation or other business combination including the Company or any of itsSubsidiaries or any acquisition or similar transaction (including, withoutlimitation, a tender or exchange offer) involving the purchase of (i) allor any significant portion of the assets of the Company and its Subsidiariestaken as a whole, (ii) 20% or more of the outstanding Company CommonShares, or (iii) any of the outstanding capital shares of any Subsidiaryof the Company.  For purposes of thisAgreement, “Superior Proposal” means any bona fide written AlternativeProposal (with the percentages included in the definition of AlternativeProposal replaced with 50% for purposes of this definition) that a majority ofthe Disinterested Directors determines, in its good faith judgment (afterconsultation with the Company’s legal and financial advisors and taking intoaccount all the terms and conditions of the Alternative Proposal and thisAgreement deemed relevant by such Disinterested Directors):  (i) that it provides greater value to theCompany’s shareholders than the Merger (and any revised proposal made byParent); (ii) that it is reasonably likely to be completed, taking into accountall legal, financial, regulatory and other aspects of the Alternative Proposal;and (iii) that financing for it, to the extent required, is, as of the date ofthe determination by the Disinterested Directors, committed at least to thesame extent as Parent’s financing is committed as of the date hereof.

## 5.03         Financing-RelatedCooperation.  The Company agrees toprovide, and will cause its Subsidiaries and its and their respectivedirectors, officers, employees and advisors to provide, all cooperationreasonably necessary in connection with the arrangement of any financing to beconsummated in respect of the transactions contemplated by this Agreement,provided that any agreement, letter, and instrument executed by the Company isunilaterally revocable by the Company as to the Company prior to the EffectiveTime without notice or penalty of any kind and does not obligate the Company topay any fees or expenses to such financing sources prior to the Effective Time;provided further  that Parent shall usecommercially reasonable efforts to ensure that the disclosures made by Parentin response to representations and warranties contained in any financingagreements executed by Parent in respect of the transactions contemplated bythis Agreement are not materially inconsistent with the correspondingdisclosures contained in the **CompanyDisclosure Letter** with respect to the same or similar matters; andprovided further, that Parent shall use reasonable efforts not to materiallyinterfere with the duties of such officers, employees and advisors such thatthe Company’s business and results of operations would be materially adverselyaffected thereby.  In addition, inconjunction with the obtaining of any such financing, the Company agrees, atthe reasonable request of Parent, to call for prepayment or redemption, or toprepay, redeem and/or renegotiate, as the case may be, any then existingindebtedness of the Company and its Subsidiaries; provided that no call forredemption or prepayment shall be irrevocably made until contemporaneously withor after the Effective Time.

## 5.04         Regulatory Matters.  The Company will not change local ratescharged to telephone customers other than in the normal course of business andin accordance with applicable Laws.  TheCompany shall make all ordinary course of business filings as may be necessarywith the PUCO, FCC or any other Governmental or Regulatory Authority between

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## the date ofthis Agreement and the Closing Date and shall contemporaneously provide copiesof the filing to Parent.

# **ARTICLE VI**

**ADDITIONAL AGREEMENTS**

## 6.01         Access toInformation; Confidentiality.  TheCompany shall, and shall cause each of its Subsidiaries to, throughout theperiod from the date hereof to the Effective Time, (i) provide Parent andits Representatives with full access, upon reasonable prior notice and duringnormal business hours, to all officers, employees, agents and accountants ofthe Company and its Subsidiaries and their respective assets, properties, booksand records, but only to the extent that such access does not unreasonablyinterfere with the business and operations of the Company and its Subsidiaries,(ii) furnish Parent with copies of all unaudited financial statements within 30days following the end of the month to which such statements pertain, and(iii) furnish promptly to Parent (x) a copy of each report,statement, schedule and other document filed or received by the Company or anyof its Subsidiaries pursuant to the requirements of federal or state Laws andeach material report, statement, schedule and other document filed with anyother Governmental or Regulatory Authority, and (y) all other informationand data (including, without limitation, copies of Contracts, Employee Programsand other books and records) concerning the business and operations of theCompany and its Subsidiaries as Parent or any of such other Persons shallreasonably request. Any such information or material obtained pursuant to thisSection 6.01 shall be governed by the terms of the Confidentiality Agreement,dated as of June 12, 2006, with the Company, which Parent and Sub hereby adoptas binding on each of them as if each of them were a party to the suchagreement (the “Confidentiality Agreement”).

## 6.02         Preparation ofProxy Statement.  The Company shallprepare the Proxy Statement as soon as reasonably practicable after the datehereof.  If at any time prior to theEffective Time any event shall occur that should be set forth in an amendmentof or a supplement to the Proxy Statement, the Company shall prepare suchamendment or supplement as soon thereafter as is reasonably practicable.  Parent, Sub and the Company shall cooperatewith each other in the preparation of the Proxy Statement.  The Company shall give Parent and its counselthe opportunity to review the Proxy Statement. The Company agrees to use its reasonable best efforts to cause the ProxyStatement to be mailed to the holders of Company Common Shares entitled to voteat the Company Shareholders’ Meeting at the earliest practicable time.

## 6.03         Approval ofShareholders.  The Company shall,through its Board of Directors, duly call, give notice of, convene and hold ameeting of its shareholders (the “Company Shareholders’ Meeting”) forthe purpose of voting on the adoption of this Agreement  and obtaining approval of adoption of thisAgreement by the holders of at least two-thirds of the Company Common Sharesentitled to vote thereon (the “Company Shareholders’ Approval”) as soonas reasonably practicable in the exercise of its best good faith efforts, andin no event later than 40 days after the date hereof.  Except as permitted by Section 5.02, theCompany shall, through its Board of Directors, include in the Proxy Statementthe recommendation of the Board of Directors of the Company that theshareholders of the Company adopt this

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## Agreement andshall use its reasonable best efforts to obtain such adoption.  The Company, through its Board of Directors,shall further take any and all such actions through the Closing Date as arenecessary under applicable Law (including, without way of limitation, Section1701.85 of the OGCL) with regard to calling, giving notice of, convening andholding the Company Shareholders’ Meeting, and with regard to any and allrequired communications and interactions with Dissenting Shareholders withrespect to the Merger.

## 6.04         Regulatory andOther Approvals.  Subject to theterms and conditions of this Agreement and without limiting the provisions ofSections 6.02 and 6.03, each of the Company and Parent will use reasonable bestefforts to, as promptly as practicable, (a) obtain all consents, approvalsor actions of, make all filings with and give all notices to Governmental orRegulatory Authorities or any other public or private third parties required ofParent, the Company or any of their respective Subsidiaries to consummate theMerger and the other transactions contemplated hereby, and (b) providesuch other information and communications to such Governmental or RegulatoryAuthorities or other public or private third parties as the other party or suchGovernmental or Regulatory Authorities or other public or private third partiesmay reasonably request in connection therewith.

## 6.05         Employee Matters.  The Employee Programs in which the Company’semployees participate following the Effective Time will (i) credit, for vestingand eligibility purposes only, all service performed for the Company prior tothe Effective Time, but not for benefit accrual (including eligibility for anysubsidized early retirement pension amount), and (ii) waive any pre-existingcondition exclusions (other than pre-existing conditions that, as of theEffective Time, have not been satisfied under any Company Program).  The Company shall cooperate with Parent priorto the Closing regarding the Company’s employee benefits coverages, includingwithout limitation: (i) assisting the Company in arranging for any anticipatedtransition of coverage, such that all current Company insurance coverages andrelated administration or service agreements may be continued withoutinterruption by the Company following the Closing (to the extent Parentdetermines to continue any such insurance coverages or agreements); (ii)communicating with the company’s employees and former employees as reasonablyrequested by Parent (provided that no such communication shall occur withoutthe Company’s consent, which the Company shall not unreasonably withhold); and(iii) transferring employee and related records to Parent as requested byParent effective on the Closing and insuring that FICA and other taxwithholding and reporting is handled in the most efficient and economicalmanner.

## 6.06         Directors’ andOfficers’ Insurance.  From and afterthe Effective Time until the fourth (4th) anniversary of the Effective Time, the Surviving Corporation shallindemnify the present officers and directors of the Company and itsSubsidiaries in respect of acts or omissions as an officer or directoroccurring prior to the Effective Time, to the same extent and in the samemanner as provided by Company’s articles of incorporation and code ofregulations as in effect immediately prior to the Effective Time.  Additionally, from and after the EffectiveTime until the fourth (4th) anniversary of the Effective Time, theSurviving Corporation shall, at its expense, maintain, to the extent available,the policies of directors’ and officers’ liability insurance maintained by theCompany and its Subsidiaries as of the date hereof, to the extent that suchinsurance coverage can be maintained at an annual cost to the SurvivingCorporation of not greater than 120% of the annual premium for the Company’s

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## currentdirector and officer insurance policies (as identified in Section 3.18(i) of the**Company Disclosure Letter**)currently paid by the Company for such insurance and, if such insurancecoverage cannot be so purchased or maintained at such cost, provide as much ofsuch insurance as can be so purchased or maintained at such cost.  In the event the Surviving Corporation or anyof its successors or assigns (i) consolidates with or merges into any otherPerson and shall not be the continuing or surviving corporation or entity ofsuch consolidation or merger or (ii) transfers all or substantially all of itsproperties and assets to any Person, then, and in each such case, properprovisions shall be made so that the successors and assigns of the SurvivingCorporation shall assume its obligations set forth in this Section 6.06.

## 6.07         Notice of Transfer.  Each of the Parent and the Company shallcooperate in providing any required notices to the appropriate Governmental orRegulatory Authority regarding any issues of ownership or control or changethereof (including, without limitation, any such issues relating to the CompanyAuthorizations).

## 6.08         Sub.  Prior to the Effective Time, Sub shall notconduct any business or make any investments other than as specificallycontemplated by this Agreement and will not have any assets (other than a deminimis amount of cash paid to Sub for the issuance of its stock to Parent) orany material liabilities.  Parent willtake all action necessary to cause Sub to perform its obligations under thisAgreement and to consummate the Merger on the terms and conditions set forth inthis Agreement.

## 6.09         Brokers or Finders.  Each of Parent and the Company represents, asto itself and its Subsidiaries and Affiliates, that no agent, broker,investment banker, financial advisor or other firm or Person is or will beentitled to any broker’s or finder’s fee or any other commission or similar feein connection with any of the transactions contemplated by this Agreementexcept Stifel Nicolaus, whose fees and expenses will be paid by the Company inaccordance with the Company’s agreement with such firm (a complete and correctcopy of which has been delivered by the Company to Parent), and each of Parentand the Company shall indemnify and hold the other harmless from and againstany and all claims, liabilities or obligations with respect to any other suchfee or commission or expenses related thereto asserted by any Person on thebasis of any act or statement alleged to have been made by such party or itsAffiliate.

## 6.10         Takeover Statutes.  If any “fair price,” “merger moratorium,” “controlshare acquisition” or other form of anti-takeover statute or regulation shallbecome applicable to the transactions contemplated hereby, the Company and themembers of the Board of Directors of the Company shall, to the extent permittedby law, grant such approvals and take such actions as are reasonably necessaryso that the transactions contemplated hereby may be consummated as promptly aspracticable on the terms contemplated hereby and otherwise act, to the extentpermitted by Law, to eliminate or minimize the effects of such statute orregulation on the transactions contemplated hereby and thereby.

## 6.11         Conveyance Taxes.  The Company and Parent shall cooperate in thepreparation, execution and filing of all returns, questionnaires, applicationsor other documents regarding any real property transfer or gains, sales, use,transfer, value added, stock transfer and stamp taxes, any transfer, recording,registration and other fees, and any similar taxes

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## which becomepayable in connection with the transactions contemplated by this Agreement thatare required or permitted to be filed on or before the Effective Time.

## 6.12         Further Assurances.  On the terms and subject to the conditions ofthis Agreement, the parties hereto shall use all reasonable efforts at theirown expense to take, or cause to be taken, all actions, and to do, or to take,or cause to be taken, all actions, and to do, or cause to be done, all thingsnecessary, proper or advisable under applicable regulations to consummate andmake effective as promptly as possible the transactions contemplated by thisAgreement, and to cooperate with each other in connection with the foregoing,including, without limitation, using all reasonable efforts (a) to obtain allnecessary waivers, consents and approvals from other parties to loanagreements, leases, mortgages and other contracts, (b) to obtain all necessaryconsents, approvals and authorizations as are required to be obtained under anyOrder or Law or in connection with any Company Authorizations, (c) to lift orrescind any injunction or restraining order or other order adversely affectingthe ability of the parties to consummate the transactions contemplated hereby,and (d) to fulfill all conditions to the obligations of the parties under thisAgreement.  Each of the parties heretofurther covenants and agrees that it shall use all reasonable efforts toprevent a threatened or pending preliminary or permanent injunction or otherOrder.

## 6.13         EnvironmentalMatters.  The Company shall makeavailable to Parent and Sub all investigations, reports, assessments and othermaterials in its possession relating to the compliance of the Properties withapplicable federal and state laws relating to the protection of the environmentor the existence of any obligations or liabilities arising thereunder.  The Company shall cooperate with Parent andSub in making any environmental investigations of the Properties that parent orSub deems appropriate; provided that (i) Parent and Sub shall obtain theCompany’s written consent prior to entering any Properties and prior toconducting any assessment or testing with respect thereto and (ii) theCompany shall have entered into an agreement reasonably satisfactory to it witheach contractor of Parent or Sub who will perform such testing.

## 6.14         Agreement toDefend.  In the event any claim ofthe nature specified in Sections 7.01(b), 7.02(f) or (j), or 7.03 (h) hereof iscommenced, whether before or after the Closing Date, the parties hereto agreeto cooperate and use all reasonable efforts to defend against and respondthereto.

## 6.15         Continuation ofEmployment.  Until the first (1st) anniversary of the ClosingDate, Parent shall cause the Surviving Corporation to continue the employmentof all Company Employees employed by the Company immediately prior to theEffective Time, at substantially the same terms and conditions and rates ofpay; provided, however, that the Surviving Corporation shall be permitted toterminate (i) any Company Employee at any time for cause, and (ii) any two ofthe three of Dennis Carlsen, George Tallent and John Ludenia at any timewithout cause or advance notice, provided that in connection with thetermination(s) of Messrs. Carlsen, Tallent or Ludenia the Surviving Corporationshall pay to each their full severance benefits, to the extent and inaccordance with the terms set forth in Section 3.14(a) of the **Company Disclosure Letter**, except that (a)any payments required to be made to Messrs. Tallent or Ludenia shall be paid ina lump sum on the date of their respective termination of employment and thefailure to make such payment shall be deemed a breach of

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## theirrespective agreements identified in Section 3.14 of the **Company Disclosure Letter**, and (b) Mr.Carlsen’s Executive Employment Agreement shall be amended prior to the Closingto provide that in the event Mr. Carlsen is terminated following the Closing,the Surviving Corporation’s sole liability and obligation shall be to pay Mr.Carlsen a lump sum severance payment equal to his salary for such portion ofhis Initial Term of employment (which is defined in the First Amendment to Mr.Carlsen’s Executive Employment Agreement as ending on January 14, 2009) (not toexceed $257,000, assuming termination were to occur on October 31, 2006), andto provide Mr. Carlsen, through January 14, 2009, at the Surviving Corporation’sexpense, with medical insurance coverage under the terms of such healthinsurance plan as is applicable to the Surviving Corporation’s employeesgenerally.

## 6.16         PublicAnnouncements.  Except as otherwiserequired by Law or the rules of any applicable securities exchange or nationalmarket system or as expressly provided herein, so long as this Agreement is ineffect, Parent and the Company will not, and will not permit any of their respectiveRepresentatives to, issue or cause the publication of any press release or makeany other public announcement with respect to the transactions contemplated bythis Agreement without the consent of the other party, which consent shall notbe unreasonably withheld.  Parent and theCompany will cooperate with each other in the development and distribution ofall press releases and other public announcements with respect to thisAgreement and the transactions contemplated hereby, and will furnish the other withdrafts of any such releases and announcements as far in advance as practicable.The Company shall issue, as soon as practical after the execution of thisAgreement, a notice to be mailed to the Shareholders informing them of theCompany’s entry into this Agreement, and shall thereafter mail to theShareholders, within 14 days of the execution of this Agreement, a proxystatement describing the Merger, to be utilized by the Shareholders for thepurpose of casting their votes at the Company Shareholders’ Meeting.  Additionally, the parties hereto shall fileapplications for approval of the Merger with the FCC and the PUCO no later thanfive (5) business days following the execution of this Agreement, unlessotherwise mutually agreed.  No pressrelease disclosing the execution of this Agreement and/or the material terms ofthe Merger shall be published without Parent’s consent, and notwithstandingParent’s obligation to provide the Company with a copy of such press releaseand the parties’ agreement to cooperate with respect thereto, the content ofany press release and the timing of the publication thereof shall be determinedby Parent in its sole discretion.   It isacknowledged by Parent and Company that within two (2) business days followingthe publication of such press release, FairPoint will file a Form 8-K with acopy of such press release attached.  Itis further acknowledged by Parent and Company that FairPoint shall attach acopy of this Agreement as an exhibit to FairPoint’s Form 10-Q which shall befiled on November 3, 2006.

## 6.17         SMSA PartnershipTax Basis Calculation.  With regardto the Company’s tax basis in the SMSA Partnership as set forth at Section 3.40of the Company Disclosure Letter (the “Scheduled Tax Basis”), the Companyshall, subsequent to the Closing, calculate GIT-Cell’s tax basis in the SMSAPartnership using tax income (the “Calculated Tax Basis”) and shall provide toParent in writing the result thereof and the supporting work papers.  In the event the Calculated Tax Basis is lessthan the Scheduled Tax Basis, then the Calculated Tax Basis shall be subtractedfrom the Scheduled Tax Basis, to yield the deficiency (the “Book IncomeDeficiency”).  In the event there is aBook Income Deficiency,  an amount equalto the lesser of the Book Income Deficiency or the Scheduled Tax Basis shall bemultiplied by 40%,

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## to yield theprojected negative tax impact to Parent, and Parent shall have an indemnityclaim for such amount pursuant to Article IX hereof (which shall in no eventexceed $28,000); provided, however, that the limitations of Section 9.08 hereofshall not apply with regard to any such indemnity claim..

# **ARTICLE VII**

**CONDITIONS**

## 7.01         Conditions to EachParty’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subjectto the fulfillment, at or prior to the Closing, of each of the followingconditions:

### (a)           *Shareholder Approval*.  This Agreement shall have been adopted by therequisite vote of the shareholders of the Company under the OGCL and theCompany’s articles of incorporation.

### (b)           *No Injunctions or Restraints*.  No Governmental or Regulatory Authorityhaving proper jurisdiction shall have enacted, issued, promulgated, enforced orentered any Law or Order (whether temporary, preliminary or permanent) which isthen in effect and has the effect of making illegal or otherwise restricting,preventing or prohibiting consummation of the Merger or the other transactionscontemplated by this Agreement.

## 7.02         Conditions toObligation of Parent and Sub to Effect the Merger.  The obligation of Parent and Sub to effectthe Merger is further subject to the fulfillment, at or prior to the Closing,of each of the following additional conditions (all or any of which may bewaived in whole or in part by Parent and Sub in their sole discretion):

### (a)           *Representations and Warranties*.  The representations and warranties of theCompany contained in this Agreement shall be true and correct in all respects,at the date hereof and as of the Closing Date as though made on and as of suchdate (except for changes permitted or contemplated hereby and for anyrepresentations and warranties which are made as of a specific date, whichshall be true and correct as of such date) provided that the aforementionedcondition shall be deemed satisfied notwithstanding the failure of any suchrepresentations and warranties to be true and correct if in the aggregate, suchfailures to be true and correct (without giving effect to any materialityqualifiers contained therein) have not had or are not reasonably likely to havea Material Adverse Effect.

### (b)           *Performance of Obligations*.  The Company shall have performed and compliedwith, in all material respects, each agreement, covenant and obligationrequired by this Agreement to be so performed or complied with by the Companyat or prior to the Closing, and the Company shall have delivered to Parent acertificate, dated the Closing Date and executed in the name and on behalf ofthe Company by an officer of the Company to such effect.

### (c)           *Dissenting Shares*.  The aggregate number of Dissenting Sharesshall not exceed 10% of the total number of Company Common Shares outstandingon the Closing Date.

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### (d)           *Company Actions*.  All actions required to be taken by theCompany pursuant to this Agreement in connection with the transactionscontemplated hereby and all documents incident thereto shall be reasonablysatisfactory in form and substance to Parent, and Parent shall have receivedcopies of all such documents and other evidences as Parent may reasonablyrequest in order to establish the taking of all such actions.

### (e)           *Satisfactory Stock Records.*  TheCompany shall have provided Parent with copies of such endorsed and cancelledcertificates, executed stock powers, stock transfer records, affidavits ofapplicable Company officers or employees and such other documentation as isrequested by Parent in support of the Shareholder listing attached to Section3.02(a) of the **Company Disclosure Letter**,and Parent shall have determined, in its reasonable discretion, that it issatisfied with the adequacy thereof.

### (f)            *No Injunctions or Restraints*.  No judgment, order, decree, statute, law,ordinance, rule or regulation entered, enacted, promulgated, enforced or issuedby any court or other Governmental or Regulatory Authority of competentjurisdiction or other legal restraint or prohibition shall be in effect(i) imposing or seeking to impose material limitations on the ability ofParent to acquire or hold or to exercise full rights of ownership of any securitiesof the Company; (ii) imposing or seeking to impose material limitations onthe ability of Parent or its Affiliates to combine and operate the business andassets of the Company; (iii) imposing or seeking to impose other materialsanctions, damages, or liabilities directly arising out of the Merger on Parentor any of its officers or directors; or (iv) requiring or seeking torequire divestiture by Parent of any significant portion of the business,assets or property of the Company or of Parent.

### (g)           *Delivery of Documents*. The Company shall have executed and delivered to Parent (or shall havecaused to be executed and delivered to Parent by the appropriate persons) thefollowing:

#### (i)            A certified copy of resolutions ofthe Company’s Board of Directors, approving this Agreement, the Merger and alltransactions contemplated by this Agreement, and a certified copy of theresolutions adopted by the holders of Company Common Shares holding, in theaggregate, no fewer than two-thirds of the voting power of such shares,approving this Agreement, the Merger and all transactions contemplated by thisAgreement;

#### (ii)           A copy of the Company’s and itsSubsidiaries’ articles of incorporation certified as of a recent date by theOhio Secretary of State and the secretary of the pertinent corporation;

#### (iii)          A copy of the code of regulations ofeach of the Company and its Subsidiaries certified, in each case, by thesecretary of the pertinent corporation;

#### (iv)          A certificate issued by the OhioSecretary of State certifying that the Company and each of its Subsidiaries, asthe case may be, as of a recent date is in good standing in such state;

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#### (v)           True and correct copies of allconsents, instruments and other documents specified in Section 3.04 of the **Company Disclosure Letter** which have notbeen previously delivered to Parent; and

#### (vi)          All other certificates and otherdocuments reasonably requested by Parent in writing at least two (2) daysbefore the Closing Date.  The form andsubstance of all such certificates and other documents hereunder shall besatisfactory in all respects to Parent and its counsel.

### (h)           *Opinion of Company’s Counsel*.  Parent shall have received the writtenopinions, dated the Closing Date, of (x) counsel for the Company substantiallyin the form attached as Appendix A to the **CompanyDisclosure Letter**, (y) FCC counsel for the Company, and (z)communications counsel for the Company with respect to PUCO and relatedmatters.  Such opinions shall be in theform attached to Section 7.02(h) of the **CompanyDisclosure Letter**, with regard to counsel for the Company, and shallcontain such provisions as are customary to obtain in connection with atransaction such as the Merger, with regard to FCC and communications counselfor the Company.

### (i)            *Regulatory Matters*.

#### (i)            The PUCO and the FCC shall, ifrequired by law, have approved the consummation of the transactionscontemplated hereby and such approvals shall (i) be free of any terms,conditions or restrictions that are unacceptable to Parent in its solediscretion, and (ii) each have become a non-appealable Order (“Final Order”).

#### (ii)           The approval of any othergovernmental entity required for the consummation of the transactionscontemplated hereby shall have been obtained or notice given as required,including, without limitation, the approval of or notice to any local ormunicipal governmental entity necessary or appropriate in connection with thetransfer of control of the Company Authorizations and such approvals shall (i)be free of any terms, conditions or restrictions that are unacceptable toParent in its sole discretion, and (ii) have become Final Orders.

### (j)            *Litigation*.  Thereshall be no charge, claim, complaint, grievance, arbitration, investigation,action, suit or proceeding at law or in equity or by or before any governmentalor administrative instrumentality or other agency, or before any court,arbitrator, or similar tribunal, pending or, to the knowledge of the Company orany Subsidiary thereof, or, to the knowledge of the Company, any director,officer or key employee of the Company or any Subsidiary thereof which wouldhave a reasonable possibility of calling into question the validity, or hinderthe consummation, enforceability or performance, as the case may be, of theClosing, this Agreement, any action taken or to be taken pursuant hereto or anyof the other agreements and transactions contemplated hereby.

### (k)           *Properties*.  Parent,at its discretion and at its sole cost and expense, shall have received titleinsurance and surveys in form and substance reasonably satisfactory to Parenton all real property owned by the Company or any Subsidiary thereof.

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### (l)            *Adverse Changes*.  From the date hereof, through and includingthe Effective Time, and without regard to matters related to approvals requiredby Section 7.02 (i) hereof, there shall have been no Material Adverse Change.  The Parent shall have received a certificate(dated the Closing Date) from the Company in a form reasonably satisfactory tothe Parent, certifying to the foregoing.

### (m)          *Directors and Officers*.  The Company shall have duly and validlyobtained resignations of all directors and officers of the Company and itsSubsidiaries.

### (n)           *Employee Matters*.

#### (i)            Parentshall have determined that Company’s medical benefits program can be continuedat insurance rates not exceeding those currently paid by Company for Company’scurrent employees by more than 50%.

#### (ii)           Priorto Closing, the Company shall have accomplished all of the following tasks:

#### (A)          Required the actuaryof the Company’s defined benefit pension plan (the “Pension Plan”) to calculatethe full cash value of all participant benefits (determined on both a lump sumand normal annuity benefit basis) under the Pension Plan as of September 30,2006, using updated individual participant information, interest rates andother assumptions required under ERISA, and otherwise calculated to assume thatthe Pension Plan’s termination occurs as promptly as possible under ERISA, andto provide Parent with a written report detailing the results of suchcalculation and the methods and assumptions used therein.

#### (B)           Required the PensionPlan’s actuary to submit to Parent a detailed invoice for the total amount offees it (and any related service providers) will charge for all calculationsand other tasks necessary to complete the Pension Plan’s termination and finalwrapping up (including, without limitation, the preparation of document draftsfor review by ERISA legal counsel acceptable to Parent, the calculation of allparticipant benefits, the submission of the Pension Plan’s termination to boththe IRS and the PBGC for approval, and the preparation of all participantnotices and governmental reporting in connection with the Pension Plan’stermination and final distribution of benefits and wrapping up of the PensionPlan).  Such detailed invoice shallseparate such fees according to whether such fees are (I) payable out of thePension Plan’s assets or (II) settlor expenses that must be paid by theemployer.   Such invoice shall clearlydescribe any and all tasks that the actuary or its related service providerswill not perform in connection with the Pension Plan’s termination and fullwrapping up of the Pension Plan.

#### (C)           Required the entity(or entities) in which the Pension Plan’s assets are invested to disclose (inwriting, with a copy to Parent) the full amount of direct and indirect fees andpenalties (by whatever name) for liquidating the

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#### Pension Plan’sassets (including, without limitation, market value adjustments, earlytermination fees and penalties, back-end loads, and commissions or otherexpenses).  Such calculations shall bemade assuming that the Pension Plan’s assets will be immediately moved uponClosing to a money market or similar fund whose principal is not subject tofurther negative adjustments (for example, due to increases in interest rates).

#### (D)          The aggregate amountof all sums determined under Sections 7.02(n)(ii)(A), (B) and (C), less theaggregate value of the Pension Plan assets as of September 30, 2006 (as netted,the “Estimated Pension Plan Termination Costs”) shall not exceed $100,000,unless otherwise agreed by Parent in its sole discretion.

### (o)           *Rights-of-Way*.    The Company shall provide evidence that ithas obtained and recorded all rights-of-way, easements or permits necessary tooperate and maintain its physical plant with respect to all telephone remotesand feeder routes.

### (p)           *Delivery of Minute Books*.  The Company shall deliver at Closing alloriginal minute books, corporate seals and stock transfer records of theCompany and of its Subsidiaries, as well as original evidence of all theirrespective investments.

### (q)           *Establishment of Escrow*.  The Shareholder Representative (as defined inthe Escrow Agreement), on behalf of the Shareholders, and the Escrow Agentshall have executed and delivered the Escrow Agreement.

### (r)            *All ProceedingsSatisfactory*.  All corporateand other proceedings taken prior to or at the Closing in connection with thetransactions contemplated by this Agreement, and all documents and evidencesincident thereto, shall be satisfactory in form and substance to Parent andParent shall receive such copies thereof and other materials (certified, ifrequested) as it may reasonably request in connection therewith.

### (s)           *Change in Number ofCustomers*.  There shall nothave been more than a five percent (5%) decrease in the number of access linesor DSL service customers set forth in Section 3.33 hereof.

## 7.03         Conditionsto Obligation of the Company to Effect the Merger.  The obligation of the Company to effect theMerger is further subject to the fulfillment, at or prior to the Closing, ofeach of the following additional conditions (all or any of which may be waivedin whole or in part by the Company in its sole discretion):

### (a)           *Representations andWarranties*.  Therepresentations and warranties made by Parent and Sub in this Agreement shallbe true and correct in all material respects, in each case as of the ClosingDate as though made on and as of the Closing Date or, in the case ofrepresentations and warranties made as of a specified date earlier than theClosing Date, on and as of such earlier date, except as affected by thetransactions contemplated by this Agreement, and Parent and Sub shall each havedelivered to the Company a certificate, dated the Closing

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### Date and executed in the name and on behalfof Parent by an officer of Parent and in the name and on behalf of Sub by anofficer of Sub to such effect.

### (b)           *Performance ofObligations*.  Parent and Subshall have performed and complied with, in all material respects, eachagreement, covenant and obligation required by this Agreement to be soperformed or complied with by Parent or Sub at or prior to the Closing, andParent and Sub shall each have delivered to the Company a certificate, datedthe Closing Date and executed in the name and on behalf of Parent by an officerof Parent and in the name and on behalf of Sub by an officer of Sub to sucheffect.

### (c)           *Parent and Sub Actions*.  All actions required to be taken by Parentand Sub pursuant to this Agreement in connection with the transactionscontemplated hereby and all documents incident thereto shall be reasonably satisfactoryin form and substance to the Company, and the Company shall have receivedcopies of all such documents and other evidences as the Company may reasonablyrequest in order to establish the taking of all such actions.

### (d)           *Intentionally Omitted*

### (e)           *Delivery of Documents*.  Parent shall have executed and delivered tothe Company (or shall have caused to be executed and delivered to the Companyby the appropriate persons) the following:

#### (i)            Certifiedcopies of resolutions of the Board of Directors of Parent, Sub and of the solestockholder of the Sub authorizing the execution and delivery of this Agreementand all related agreements;

#### (ii)           Acertificate issued by the appropriate Secretary of State of the state ofincorporation of Parent and Sub as of a recent date certifying that Parent orSub as the case may be, is in good standing in such state; and

#### (iii)          Allother certificates and other documents reasonably requested by the Company inwriting at least two (2) days before the Closing Date.  The form and substance of all suchcertificates and other documents hereunder shall be reasonably satisfactory inall respects to the Company and its counsel.

### (f)            *Compliance with Agreements*.  Parent and Sub shall have performed andcomplied with all agreements, covenants and conditions contained herein, in anyother document contemplated hereby and all other related agreements which arerequired to be performed or complied with by Parent and Sub on or before theClosing Date.

### (g)           *Regulatory Matters*.  The PUCO and the FCC shall each haveapproved, to the extent any approval is necessary, the consummation of thetransactions contemplated hereby and such approvals shall have become FinalOrders.

### (h)           *Litigation*.  There shall be no investigation, action, suitor proceeding at law or in equity or by or before any governmentalinstrumentality or other agency pending or threatened against Parent or Sub,or, to the knowledge of Parent and Sub, any director, officer or key

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### employee of Parent or Sub, which would have areasonable possibility of calling into question the validity, or hinder theconsummation, enforceability or performance, as the case may be, of theClosing, this Agreement, any action taken or to be taken pursuant hereto or anyof the other agreements and transactions contemplated hereby.

### (i)              *Establishment of Escrows*.  Parent and the Escrow Agent shall haveexecuted and delivered the Escrow Agreement.

# **ARTICLE VIII**

**TERMINATION, AMENDMENT AND WAIVER**

## 8.01         Termination.  This Agreement may be terminated, and thetransactions contemplated hereby may be abandoned, at any time prior to theEffective Time, whether prior to or after the Company Shareholders’ Approval:

### (a)           By mutual written agreement of the parties hereto dulyauthorized by action taken by or on behalf of their respective Boards ofDirectors;

### (b)           By either the Company or Parent upon written notificationto the non-terminating party by the terminating party:

#### (i)            atany time after December 31, 2006 if the Merger shall not have been consummatedon or prior to such date (provided, however, that if regulatory Orders requiredto consummate the Merger have not become Final Orders on December 31, 2006,then such deadline shall be automatically extended until the 11th day following the date on which all suchregulatory Orders have become Final Orders or such proceedings are no longerpending, but in no event later than March 31, 2007),  and such failure to consummate the Merger isnot caused by a breach of this Agreement by the terminating party, providedthat the Company’s ability to terminate this Agreement pursuant to thisparagraph (b)(i) is conditioned upon the payment by the Company to Parent ofany amounts owed by it pursuant to Section 8.02(b);

#### (ii)           ifthe Company Shareholders’ Approval shall not be obtained by reason of thefailure to obtain the requisite vote upon a vote held at a meeting of suchshareholders, or any adjournment thereof, called therefor, provided that theCompany’s ability to terminate this Agreement pursuant to this paragraph(b)(ii) is conditioned upon the payment by the Company to Parent of any amountsowed by it pursuant to Section 8.02(b);

#### (iii)          ifthere has been a material breach of any representation, warranty, covenant oragreement on the part of the non-terminating party set forth in this Agreement,which breach is not curable or, if curable, has not been cured within thirty(30) days following receipt by the non-terminating party of notice of suchbreach from the terminating party; or

#### (iv)          ifany court of competent jurisdiction or other competent Governmental orRegulatory Authority shall have issued a Law or Order making illegal orotherwise

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#### restricting, preventing or prohibiting the Merger and any such Ordershall have become final and non-appealable;

### (c)           By the Company if the Board of Directors of the Companyshall receive an unsolicited bona fide Alternative Proposal and the Board ofDirectors determines in good faith (after receiving advice from reputableoutside legal counsel experienced in such matters (including without limitation,Thompson Hine)) that the Alternative Proposal is or presents a reasonablelikelihood of resulting in a Superior Proposal and was not solicited by itafter the date hereof and did not otherwise result from a breach of Section5.02; provided that the Company’s ability to terminate this Agreement pursuantto this paragraph (c) is conditioned upon the payment by the Company to Parentof any amounts owed by it pursuant to Section 8.02(b); or

### (d)           By Parent if the Board of Directors of the Company shallhave withdrawn or modified or qualified in a manner adverse to Parent itsapproval or recommendation of this Agreement or the Merger or shall haveapproved, recommended or entered into any agreement with respect to any otherAlternative Proposal or failed to reconfirm its recommendation of thisAgreement and the Merger within ten (10) business days following a reasonablewritten request for such reconfirmation by Parent; or

### (e)           By Parent, at any time following the determination of theFCC and the PUCO with regard to the approvals described in Section 7.02(i)hereof, in the event either the FCC or the PUCO fails to approve the Merger ascontemplated herein, or in the event Parent determines, in its sole discretion,that the terms, conditions or restrictions imposed by either the FCC or thePUCO with regard to any approval of the Merger are unacceptable.

## 8.02         Effectof Termination.

### (a)           If this Agreement is validly terminated by either theCompany or Parent pursuant to Section 8.01, this Agreement will forthwithbecome null and void and there will be no liability or obligation on the partof either the Company or Parent (or any of their respective Representatives orAffiliates), except (i) that the provisions of Sections 6.09 and 8.02 willcontinue to apply following any such termination, (ii) that nothingcontained herein shall relieve any party hereto from liability for willfulbreach of its representations, warranties, covenants or agreements contained inthis Agreement, and (iii) except as otherwise set forth in this Section 8.02,all costs and expenses incurred in connection with this Agreement and thetransactions contemplated hereby shall be paid by the party incurring suchcosts and expenses.

### (b)           In the event that this Agreement is terminated:

#### (i)            byeither Parent or the Company pursuant to Section 8.01(b)(i) and an AlternativeProposal (excluding the Alternative Proposal made by Vincent AcquisitionCorporation on March 9, 2006 in the amount of $51.15 per share, but only to theextent there has not been any amendment increasing the price originallyestablished in such March 9, 2006 Alternative Proposal) is received by theCompany or is publicly disclosed or publicly proposed to the Company or itsshareholders at any time after the date hereof and prior to such termination;or,

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#### (ii)           byParent pursuant to Section 8.01(b)(iii) (other than with respect to a breach ofSection 5.02 or 6.03),

then theCompany shall pay to Parent by wire transfer of same day funds within two (2)business days of the date of such termination, an amount of up to One HundredThousand Dollars ($100,000) to reimburse Parent and Sub for all reasonabledocumented out-of-pocket expenses and fees incurred by them in connection withthis Agreement and the transactions contemplated hereby (including withoutlimitation, attorneys’ fees and fees and expenses payable to all banks,investment banking firms and other financial institutions and Persons and theirrespective agents and counsel for acting as Parent’s financial advisor withrespect to, or arranging or committing to provide or providing any financingfor, the Merger) (collectively, the “Expense Reimbursement”).  If, with respect to the event described inSections 8.02(b)(i) or 8.02(b)(ii) above, the Company does not, within twelve(12) months of the date of termination (the “Termination Anniversary”), in thecase of a pre-termination Alternative Proposal recommend against acceptance ofsuch pre-termination Alternative Proposal (an “Open AP”), or prior to theTermination Anniversary the Company enters into a definitive agreement orarrangement with respect to or closes any Alternative Proposal, then theCompany shall pay to Parent, by wire transfer of same day funds within two (2)business days of any such occurrence, a termination fee of $450,000 (the “TerminationFee”).

### (c)           In the event that this Agreement is terminated pursuant toSection 8.01(b)(ii) and an Alternative Proposal has been received by theCompany or is publicly disclosed or publicly proposed to the Company or itsshareholders at any time after the date hereof and prior to the date oftermination, and such Alternative Proposal becomes, prior to or as of theTermination Anniversary, an Open AP, or prior to the Termination Anniversarythe Company enters into a definitive agreement or arrangement with respect toor closes any Alternative Proposal, then the Company shall pay to Parent, bywire transfer of same day funds within two (2) business days of any suchoccurrence, the Expense Reimbursement and the Termination Fee.

### (d)           In the event that this Agreement is terminated underSection 8.01(b)(i) or 8.01(b)(ii), or by Parent under Section 8.01(b)(iii)(other than with respect to a breach of Section 5.02 or 6.03), and anyAlternative Proposal is received by the Company or is publicly disclosed orpublicly proposed to the Company or its shareholders by Vincent AcquisitionCorporation or any one or more of its Affiliates, or by Patrick Eudy or anyPerson in which Patrick Eudy has a direct or indirect ownership interest (otherthan a nominal interest as a passive investor) or any Person which Patrick Eudyserves as officer, director, manager or advisor of, or otherwise exercisesauthority or control (directly or indirectly) with respect to or is affiliatedwith in any manner (other than the Alternative Proposal made by VincentAcquisition Corporation on March 9, 2006 in the amount of $51.15 per share, butonly to the extent there has not been any amendment increasing the priceoriginally established in such March 9, 2006 Alternative Proposal) (a “VincentAP”), and such Vincent AP becomes, prior to or as of the TerminationAnniversary, an Open AP, then the Company shall pay to Parent, by wire transferof same day funds within two (2) business days of such occurrence, the ExpenseReimbursement and the Termination Fee

### (e)           In the event that this Agreement is terminated by Parentpursuant to Section 8.01(b)(iii) due to a breach by the Company of Sections5.02 or 6.03, then the Company shall

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### pay to Parent, by wire transfer of same dayfunds within two (2) business days of the date of such termination, the ExpenseReimbursement and, if there is an Alternative Proposal that becomes, prior toor as of the Termination Anniversary an Open AP, the Company shall also pay toParent the Termination Fee.

### (f)            In the event that this Agreement is terminated

### (i)            by the Company pursuant to Section8.01(c); or

### (ii)           by Parent pursuant to Section8.01(d),

### then the Company shall pay to Parent, by wire transfer of same dayfunds within two (2) business days of the date of such termination, the ExpenseReimbursement and the Termination Fee.

### (g)           In the event of a termination of this Agreement pursuantto which a payment or payments are made in full compliance with Section8.02(b), 8.02(c), 8.02(d), 8.02(e) or 8.02(f), the receipt of such paymentshall serve as liquidated damages with respect to any breach of this Agreementby the Company, and the receipt of any such payment shall be the sole andexclusive remedy (at law or in equity) with respect to any such breach.  In the event any action, suit, proceeding orclaim is commenced or asserted by a party against another party and/or anydirector or officer of such other party relating, directly or indirectly, tothis Agreement, it is expressly agreed that no party shall be entitled to obtainany punitive, exemplary, treble, or consequential damages of any type under anycircumstances in connection with such action, suit, proceeding or claim,regardless of whether such damages may be available under law, the partieshereby waiving their rights, if any, to recover any such damages in connectionwith any such action, suit, proceeding or claim.

The Company acknowledges that the agreements containedin this Section 8.02 are integral parts of the transactions contemplated bythis Agreement, and that, without these agreements, Parent and Sub would notenter into this Agreement.

# **ARTICLEIX**»

**SURVIVAL OF TERMS; INDEMNIFICATION**

## 9.01         Survival;Limitations.  All of the terms andconditions of this Agreement, together with the representations, warranties andcovenants contained herein or in any instrument or document delivered or to bedelivered pursuant to this Agreement and the agreements of the parties toindemnify each other as set forth in this Article IX shall survive theexecution of this Agreement and the Closing Date notwithstanding anyinvestigation heretofore or hereafter made by or on behalf of any party heretoand shall continue through April 30, 2008 (the “Indemnification Period”).

## 9.02         Escrowof Liquid Assets.  The Parent’sand/or the Surviving Corporation’s sole remedy for payment of any indemnityamounts due under this Article IX and any indemnification due under theAgreement by the shareholders of Company Common Shares converted hereunder (the“Shareholders”), shall be exclusively from the Escrow Amount in themanner provided in the Escrow Agreement, and notwithstanding anything containedherein to

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## the contrary, the Shareholders shall have nopersonal liability under or in connection with this Agreement.

## 9.03         Indemnificationby the Shareholders.  After theClosing Date, subject to the limitations set forth in Sections 9.01 and 9.02hereof, the Parent and/or the Surviving Corporation and their respectiveofficers, directors, employees, shareholders, representatives, Affiliates andagents, as well as their respective heirs, successors and assigns, shall beindemnified and held harmless by the Shareholders, against and in respect ofany and all damage, loss, liability, cost or expense including, unlessotherwise provided herein, the reasonable fees and expenses of counselresulting from, or in respect of, any of the following:

### (a)           A breach of any representation or warranty of the Companycontained in this Agreement or any certificate or other document or agreementdelivered by the Company or the Shareholders pursuant to this Agreement.

### (b)           The nonfulfillment by the Company of any covenant oragreement made by the Company in this Agreement or any other agreementdelivered in connection with this Agreement, which in each case by its terms isrequired to be fulfilled or performed at or prior to the Closing.

### (c)           All costs or expenses incurred by the Company on or afterthe Closing Date related to the failure of the Company to obtain or record anyeasement, right of way, license or permit arising from or related to thelocation of Company’s physical plant.

### (d)           Any Claim pertaining to or arising from that certainproposal made by Vincent Acquisition Corporation on March 9, 2006 in the amountof $51.15 and any and all amendments thereto, to the extent principallyattributable to actions taken by the Company or its officers or directors priorto the Closing.

### (e)           All costs or expenses incurred by the Company on or afterthe Closing related to the release, use or storage of any Hazardous Materialattributable to any period prior to or on the Closing Date.

### (f)            All expenses and costs, including but not limited toreasonable legal fees, paid or incurred in connection with any such indemnifiedClaim.

## 9.04         Indemnificationby Parent.  After the Closing Date,subject to the limitations set forth in Section 9.01 hereof, the Shareholders,as well as their respective heirs, successors and assigns, shall be indemnifiedand held harmless by Parent and the Surviving Corporation against and inrespect of any and all damage, loss, liability, cost or expense (including,unless otherwise provided herein, the reasonable fees and expenses of counsel)resulting from, or in respect of, any of the following:

### (a)           Any misrepresentation or breach of warranty or covenant ofParent contained in this Agreement or contained in the **Parent Disclosure Letter** or any otherSchedule or Exhibit to the Agreement, or any nonfulfillment of any obligationon the part of the Surviving Corporation or any Subsidiary thereof to beperformed after the Closing or Parent under this Agreement, or contained in the**Parent Disclosure Letter** or anyother Schedule or Exhibit to this Agreement.

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### (b)           All Taxes of Parent or of the Surviving Corporationattributable to any period after the Closing Date.

### (c)           Any Claim of a third party arising out of the business oroperations of the Surviving Corporation after the Closing Date.

### (d)           All expenses and costs, including but not limited toreasonable legal fees, paid or incurred in connection with any such indemnifiedClaim.

## 9.05         ThirdParty Claims.

### (a)           Except as otherwise provided in this Agreement, thefollowing procedures shall be applicable with respect to indemnification forthird party Claims.  Promptly afterreceipt by the party seeking indemnification hereunder (hereinafter referred toas the “Indemnitee”) of notice of the commencement of any action or theassertion of any Claim, liability or obligation by a third party (whether bylegal process or otherwise), against which Claim, liability or obligationanother party to this Agreement (hereinafter the “Indemnitor”) is, ormay be, required under this Agreement to indemnify such Indemnitee, the Indemniteeshall, if a claim thereon is to be, or may be, made against the Indemnitor,immediately notify the Indemnitor in writing of the commencement or assertionthereof and give the Indemnitor a copy of such Claim or process and all legalpleadings (the “Indemnitee Notice”). The Indemnitee’s failure to give timely notice as required by thisSection 9.05(a) shall not serve to eliminate or limit the Indemnitor’sobligation to indemnify the Indemnitee unless such failure prejudices therights of the Indemnitor, and then only to the extent of such prejudice.  Moreover, the Indemnitee shall have the rightto take any actions or steps reasonably necessary to avoid the occurrence ofany prejudice to the rights of the Indemnitee. The Indemnitor shall have the right to assume the defense of such actionwith counsel of reputable standing unless with respect to such action (A)injunctive or equitable remedies have been sought therein in respect of theIndemnitee or its business or (B) such action is for an alleged amount of lessthan Five Thousand Dollars ($5,000); provided, that the Indemnitee and counselto the Indemnitee shall have the right to participate in the defense of any andall Claims pursuant to the provisions of Section 9.05(b) hereof.  The Indemnitor and the Indemnitee shallreasonably cooperate in the defense of such Claims.  If the Indemnitee shall be required byjudgment or a settlement agreement to pay any amount in respect of anyobligation or liability against which the Indemnitor has agreed to indemnifythe Indemnitee under this Agreement, the Indemnitor shall immediately pay suchamount to the Indemnitee in order to enable the Indemnitee to make suchpayment, and otherwise shall promptly reimburse the Indemnitee in an amountequal to the amount of such payment, in either case, plus all reasonableout-of-pocket expenses (including legal fees and expenses) incurred by suchIndemnitee at the specific request of the Indemnitor, as provided above, or asotherwise authorized by Section 9.05(b) hereof, in connection with suchobligation or liability subject to this Article IX.  No Indemnitor, in the defense of any suchClaim, shall, except with the consent of the Indemnitee, consent to entry ofany judgment or enter into any settlement which does not include as anunconditional term thereof the giving by the claimant or plaintiff to suchIndemnitee of a release from all liability with respect to such Claim.  In the event that the Indemnitor does notaccept the defense of any matter for which it is entitled to assume suchdefense as provided in this Section 9.05(a), the Indemnitee shall have the fullright to defend against any such Claim and shall be entitled to settle or agreeto pay in full such Claim in its sole discretion.  With respect to any

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### matter as to which the Indemnitor is notentitled to assume the defense pursuant to the terms of this Section 9.05(a),the Indemnitee shall not enter into any settlement for which an indemnificationClaim will be made hereunder without the approval of the Indemnitor, whichshall not be unreasonably withheld.

### (b)           An Indemnitee shall have the right to employ its owncounsel, but the fees and expenses of such counsel shall be at the expense ofthe Indemnitee, unless (i) the employment of such counsel shall have beenauthorized in writing by the Indemnitor in connection with the defense of suchClaim and the Indemnitor has agreed in writing to pay such fees and expenses,or (ii) the Indemnitor shall not have employed counsel in the defense of suchClaim (which counsel may be in-house counsel unless and until a lawsuit hasbeen commenced).  In either of whichevents, such fees and expenses of not more than one additional counsel for theIndemnitee shall be borne by the Indemnitor.

## 9.06         OtherClaims.

The Indemnitor will notify the Indemnitee within a period of twenty(20) days after the receipt of the Indemnitee Notice by the Indemnitor (the “IndemnityResponse Period”) whether the Indemnitor disputes its liability to theIndemnitee under this Article IX with respect to such Claim.  If the Indemnitor notifies the Indemniteethat it does not dispute the Claim described in such Indemnitee Notice or failsto notify the Indemnitee within the Indemnity Response Period whether theIndemnitor disputes the claim described in such Indemnitee Notice, the actualdamages as finally determined will be conclusively deemed to be a liability ofthe Indemnitor under this Article IX and the Indemnitor shall pay the amount ofsuch damages to the Indemnitee on demand. If the Indemnitor notifies the Indemnitee within the Indemnity ResponsePeriod that the Indemnitor disputes its liability with respect to such Claim,the Indemnitor and the Indemnitee will proceed in good faith to negotiate aresolution of such dispute, and if not resolved through negotiations within aperiod of thirty (30) days from the date of such notice or such longer periodas may be agreed to by the parties in writing, such dispute shall be resolvedby arbitration in accordance with Section 10.14 hereof.

## 9.07         ContinuedLiability for Indemnity Claims.  Theliability of any Indemnitor hereunder with respect to claims hereunder shallcontinue for so long as any Claims for indemnification may be made hereunderpursuant to this Article IX and, with respect to any such indemnification Claimsduly and timely made, thereafter until the Indemnitor’s liability therefor isfinally determined and satisfied.

## 9.08         Limitation.  Notwithstanding the provisions of thisArticle IX and any other provisions of this Agreement, neither the Company, onthe one hand, nor the Shareholders, on the other hand, shall have any liabilityfor claims for indemnification pursuant to Article IX until and except to theextent that the cumulative amount of such losses claimed by the other partyexceeds $20,000 (the “Threshold Amount”), and then the other party shall beentitled to indemnification hereunder for losses in excess of the ThresholdAmount; provided, however, that the provisions of this Section 9.08 shall notapply to any indemnification claim arising pursuant to Section 9.03(c) hereof.

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# **ARTICLE X**

**GENERAL PROVISIONS**

## 10.01       Amendments,Waivers and Consents.  For thepurposes of this agreement and all Agreements, documents, and instrumentsexecuted pursuant hereto, except as otherwise specifically set forth herein ortherein, no course of dealing between the Company, Parent and Sub and no delayon the part of any party hereto in exercising any rights hereunder orthereunder shall operate as a waiver of the rights hereof and thereof.  No covenant or other provision hereof orthereof may be waived otherwise than by a written instrument signed by theparty so waiving such covenant or other provision.

## 10.02       Notices.  All notices, demands and other communicationsto be given or delivered under or by reason of the provisions of this Agreementwill be in writing and will be deemed to have been given (i) whendelivered if personally delivered by hand (with written confirmation ofreceipt), (ii) when received if sent by a nationally recognized overnightcourier service (receipt requested), (iii) five business days after beingmailed, if sent by first class mail, return receipt requested, or(iv) when receipt is acknowledged by an affirmative act of the partyreceiving notice, if sent by facsimile, telecopy or other electronic transmissiondevice (provided that such an acknowledgement does not include anacknowledgment generated automatically by a facsimile or telecopy machine orother electronic transmission device). Notices, demands and communications to the parties will, unless anotheraddress is specified in writing, be sent to the address indicated below:

If toParent or Sub, to:

FairPoint Communications, Inc.

521 East Morehead Street, Suite 250

Charlotte, NC 28202

Facsimile No.: 704.344.8121

Attn:  Walter E.Leach, Jr.

with a copyto:

Katten Muchin Rosenman, LLP

401 S. Tryon Street, Suite 2600

Charlotte, NC 28202

Facsimile No.: 704.344.3051

Attn:  RussellM. Black, Esq.

and a copy to:

FairPoint Communications, Inc.

521 East Morehead Street, Suite 250

Charlotte, NC 28202

Facsimile No.: 704.344.1594

Attn:  Shirley J. Linn,Executive Vice President

and General Counsel

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If to theCompany, to:

The Germantown Independent Telephone Company

36 North Plum Street

Germantown, Ohio 45327

Facsimile No:

Attn:  Dennis L. Carlsen, President

with a copyto:

Thompson Hine LLP

2000 Courthouse Plaza, N.E.

P.O. Box 8801

Dayton, Ohio 45401

Facsimile No.: (937) 443-6637

Attn:Joseph M. Rigot

## 10.03       EntireAgreement; Incorporation of Exhibits.

### (a)           This Agreement supersedes all prior discussions and agreementsamong the parties hereto with respect to the subject matter hereof andcontains, together with the Confidentiality Agreement, the sole and entireagreement among the parties hereto with respect to the subject matter hereof.

### (b)           The **Company DisclosureLetter**, the **Parent DisclosureLetter** and any exhibit or schedule attached to this Agreement andreferred to herein are hereby incorporated herein and made a part hereof forall purposes as if fully set forth herein, and are specifically included withinthe definition of “Agreement.”

### (c)           This Agreement and the related documents are intended bythe parties hereto to be a complete and final expression of their agreement andmay not be contradicted by evidence of any prior or contemporaneous oralagreement.  By initialing in the margin,the parties acknowledge and agree that no unwritten oral agreement existsbetween them with respect to the subject matter of this agreement.

## 10.04       NoThird Party Beneficiary.  The termsand provisions of this Agreement are intended solely for the benefit of eachparty hereto and their respective successors or permitted assigns, and it isnot the intention of the parties to confer third-party beneficiary rights uponany other Person.

## 10.05       NoAssignment; Binding Effect.  Neitherthis Agreement nor any right, interest or obligation hereunder may be assignedby any party hereto without the prior written consent of the other partieshereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement shall be binding upon,inure to the benefit of and be enforceable by the parties hereto and theirrespective successors and assigns.

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## 10.06       Headings.  The headings used in this Agreement have beeninserted for convenience of reference only and do not define, modify or limitthe provisions hereof.

## 10.07       InvalidProvisions.  If any provision of thisAgreement is held to be illegal, invalid or unenforceable under any present orfuture Law or Order, and if the rights or obligations of any party hereto underthis Agreement will not be materially and adversely affected thereby,(i) such provision will be fully severable, (ii) this Agreement willbe construed and enforced as if such illegal, invalid or unenforceableprovision had never comprised a part hereof, and (iii) the remainingprovisions of this Agreement will remain in full force and effect and will notbe affected by the illegal, invalid or unenforceable provision or by itsseverance herefrom.

## 10.08       GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Ohioapplicable to a contract executed and performed in such State, notwithstandingany conflict of law provisions to the contrary.

## 10.09       Enforcementof Agreement.  The parties heretoagree that irreparable damage would occur in the event that any of theprovisions of this Agreement was not performed in accordance with its specifiedterms or was otherwise breached.  It isaccordingly agreed that the parties shall be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specificallythe terms and provisions hereof in any court of competent jurisdiction, thisbeing in addition to any other remedy to which they are entitled at law or inequity.

## 10.10       CertainDefinitions.  As used in thisAgreement:

### (a)           the term “Affiliate,” as applied to any Person,shall mean any other Person directly or indirectly controlling, controlled by,or under common control with, that Person; for purposes of this definition, “control”(including, with correlative meanings, the terms “controlling,” “controlled by”and “under common control with”), as applied to any Person, means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of that Person, whether through theownership of voting securities, by contract or otherwise;

### (b)           a Person will be deemed to “beneficially” ownsecurities if such Person would be the beneficial owner of such securitiesunder Rule 13d-3 under the Exchange Act, including securities which suchPerson has the right to acquire (whether such right is exercisable immediatelyor only after the passage of time);

### (c)           the term “business day” means a day other thanSaturday, Sunday or any day on which banks located in the State of Ohio areauthorized or obligated to close;

### (d)           theterm “Claim” means any action, written claim, complaint, lawsuit,written demand, suit, notice of a violation, litigation, proceeding,arbitration or other dispute noticed in writing, or otherwise, whether civil,criminal, administrative or otherwise, by any Governmental Authority or otherPerson;

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### (e)           the term “Exchange Act” means the SecuritiesExchange Act of 1934, as amended;

### (f)            subject to the conditions of Section 10.10(i) hereof, anyreference to any event, change or effect being “material” or “materiallyadverse” or having a “material adverse effect” on or with respect toan entity (or group of entities taken as a whole) means such event, change oreffect is material or materially adverse, as the case may be, to the business,properties, assets, liabilities, financial condition or results of operationsof such entity (or of such group of entities taken as a whole);

### (g)           “FCC License” shall mean any license, permit, approval,registration or authorization granted or issued by the FCC.

### (h)           the term “knowledge” or any similar formulation of “knowledge”shall mean, with respect to the Company, the actual knowledge of each of theCompany’s directors and the actual knowledge, after due inquiry, of each of theCompany’s executive officers;

### (i)            “Material Adverse Change” or “Material AdverseEffect” means any fact, event, circumstance or change affecting the Companyor its business which individually or in the aggregate when taken together withone or more other facts, events, circumstances or changes affecting the Companyor its business (i) are, or would reasonably be expected to be, materiallyadverse to the business, long-term prospects, revenue, profitability, assets,or results of operation of the Company or the business taken as a whole or (ii)does, or would, prevent or materially delay consummation of any of thetransactions contemplated by this Agreement; provided, however, MaterialAdverse Change or Material Adverse Effect shall not include any change oreffect primarily resulting from or attributable to (A) the announcement orpendency of this Agreement or the transactions contemplated by this Agreementor (B) conditions affecting the U.S. or world economy generally and, forpurposes of this definition a Material Adverse Change or Material AdverseEffect shall include any set of events or facts that would reasonably have beenexpected to reduce the Company’s earnings before interest, taxes, depreciationand amortization for calendar year 2005 by $65,000 or reduced the carryingvalue of any asset at December 31, 2005 by $100,000 if such set of events orfacts had been fully reflected in the December 31, 2005 Financial Statements.

### (j)            the term “Person” shall include individuals,corporations, partnerships, trusts, limited liability companies, other entitiesand groups (which term shall include a “group” as such term is definedin Section 13(d)(3) of the Exchange Act);

### (k)           the “Representatives” of any entity means suchentity’s directors, officers, employees, legal, investment banking andfinancial advisors, accountants and any other agents and representatives;

### (l)            the term “Securities Act” means the Securities Actof 1933, as amended; and

### (m)          the term “Subsidiary” means, with respect to anyparty, any corporation or other organization, whether incorporated orunincorporated, of which more than fifty percent (50%) of either the equityinterests in, or the voting control of, such corporation or other organizationis, directly or indirectly through Subsidiaries or otherwise, beneficiallyowned by such party.

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## 10.11       Counterparts.  This Agreement may be executed in any numberof counterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument.

## 10.12       AccountingTerms.  All accounting terms usedherein which are not expressly defined in this Agreement shall have themeanings given to them in accordance with GAAP.

## 10.13       Arbitration.  Any dispute, controversy or claim arising outof or relating to this Agreement not resolved by mutual agreement of Parent andthe Company shall be settled by arbitration in accordance with the CommercialArbitration Rules of the American Arbitration Association (the “AAA”).  In the event of such a dispute, either partymay demand arbitration by written notice to the other and, within fifteen (15)days after receipt of such demand, each party shall appoint an arbitrator(each, an “Appointed Arbitrator”) who shall together agree on a thirdArbitrator, failing which agreement they shall request the AAA to appoint athird and presiding arbitrator (“Presiding Arbitrator”), in accordancewith the then existing rules of the AAA or any successor organizationthereto.  The parties acknowledge andagree that individuals may be designated as Appointed Arbitrators by eachrespective party, whether or not such Appointed Arbitrators are listed on theNational Panel of Arbitrators as such list is maintained by the AAA.  Any award therein shall be final and bindingon the parties and judgment upon the award rendered by the arbitrators may beentered in any court having jurisdiction thereto.  The costs of the arbitration (including, butnot limited to, fees and disbursements of counsel and the Appointed Arbitrator,and the fees of the Presiding Arbitrator) shall be borne by the non- prevailingparty or as otherwise determined by the Presiding Arbitrator.

## 10.14       Cooperationwith SEC Filings.

### (a)           All parties understand that FairPoint is a publicly ownedcompany and is subject to the reporting requirements of the Exchange Act, andmay be required to include in its reports filed with the Securities andExchange Commission (the “SEC”) pursuant to the Exchange Act, or in anyregistration statements it may file with the SEC pursuant to the Securities Act:

#### (i)            certainreviewed consolidated financial statements of the Company;

#### (ii)           certainunaudited stub period consolidated financial statements of the Company;

#### (iii)          certainpro forma financial information relating to the Company; and

#### (iv)          theconsent(s) of the accountants who reviewed the Company’s financial statementsto the inclusion of the reviewed financial statements in such reports orregistration statements of FairPoint.

### (b)           The Company agrees to provide to FairPoint upon FairPoint’swritten request, as promptly as reasonably practicable after receipt of anysuch written request and in any event by the delivery date reasonably specifiedin any such written notice, any of the items specified under clauses (i)through (iii) above that FairPoint is required under applicable SEC rules andregulations to include in a report under the Exchange Act or in a registrationstatement under the

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### Securities Act, and to cause the Company’sindependent certified public accountants to provide any required consent specifiedin clause (iv) above.  FairPoint agreesto promptly reimburse the Company for any and all expenses reasonably incurredby the Company in connection with its obligations under this Section 10.14.

 

### [signature page follows on the next page]

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### IN WITNESS WHEREOF, each party hereto hascaused this Agreement to be signed by its officer thereunto duly authorized asof the date first above written.

|            | **THE GERMANTOWN INDEPENDENT**        |
|------------|---------------------------------------|
| ** ** | **TELEPHONE COMPANY**                 |
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   | /s/ Dennis L. Carlsen |   |
|       |                                  | Name: Dennis L.  Carlsen |
|       |                                  | Title: President  and CEO |
| ** ** | ** **                            |
| ** ** | ** **                            |
| ** ** | **MJD VENTURES, INC.**                |
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   | /s/ Walter E. Leach, Jr. |   |
|       |                                  | Name:  Walter E. Leach, Jr. |
|       |                                  | Title:  Executive  Vice President – Corporate  Development |
| ** ** | ** **                            |
| ** ** | ** **                            |
| ** ** | **FAIRPOINT GERMANTOWN  CORPORATION** |
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   | /s/ Walter E. Leach, Jr. |   |
|       |                                  | Name:  Walter E. Leach, Jr. |
|       |                                  | Title:  Executive  Vice President – Corporate  Development |
|       |                                  |   |
|       |                                  |   |
|       | Solely as to Section 10.14            |
|       |                                  |
|       |                                  |
| ** ** | **FAIRPOINT  COMMUNICATIONS, INC.**   |
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   | /s/ Walter E. Leach, Jr. |   |
|       |                                  | Name:  Walter E. Leach, Jr. |
|       |                                  | Title:  Executive  Vice President – Corporate  Development |
|            |                                       |  |  |  |

 

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**EXHIBIT A**

**Escrow Agreement**

1

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