**Exhibit 2.5**

**STOCKPURCHASE AGREEMENT**

**AMONG**

**MJDSERVICES CORP.**

**KEVIN M.ANDERSON**

**RONALD C.RECKRODT**

**JEFFREYS. INGRAM**

**DENNIS R.DEVOY**

**AND**

**UNITECOMMUNICATIONS SYSTEMS, INC.**

**DATED**

**MAY 26,2006**

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**TABLEOF CONTENTS**
| ARTICLE I PURCHASE OF STOCK                               |   |                                                      |
|-----------------------------------------------------------|--------|-----------------------------------------------------------|
| Section  1.1                                              |   | Purchase and Sale                                         |   |   |
| Section 1.2                                               |   | Purchase Price.                                           |   |   |
| Section 1.3                                               |   | Post-Closing Adjustments to the Adjusted Purchase  Price. |   |   |
| Section 1.4                                               |   | Excluded Assets and Liabilities.                          |   |   |
| ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE  SELLERS |   |                                                      |
| Section  2.1                                              |   | Corporate Organization.                                   |   |   |
| Section 2.2                                               |   | Authorization.                                            |   |   |
| Section 2.3                                               |   | No Violation.                                             |   |   |
| Section 2.4                                               |   | Subsidiaries and Investments.                             |   |   |
| Section 2.5                                               |   | Stock Record Book.                                        |   |   |
| Section 2.6                                               |   | Corporate Books.                                          |   |   |
| Section 2.7                                               |   | Title to Stock.                                           |   |   |
| Section 2.8                                               |   | Options and Rights.                                       |   |   |
| Section 2.9                                               |   | Financial Statements.                                     |   |   |
| Section 2.10                                              |   | Employees.                                                |   |   |
| Section 2.11                                              |   | Absence of Certain Changes.                               |   |   |
| Section 2.12                                              |   | Contracts.                                                |   |   |
| Section 2.13                                              |   | True and Complete Copies.                                 |   |   |
| Section 2.14                                              |   | Title and Related Matters.                                |   |   |
| Section 2.15                                              |   | Litigation                                                |   |   |
| Section 2.16                                              |   | Tax Matters.                                              |   |   |
| Section 2.17                                              |   | Bank and Brokerage Accounts                               |   |   |

 

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| Section 2.18                                                 |   | Compliance with Applicable Laws, Regulations and  Orders |   |   |
|--------------------------------------------------------------|--------|----------------------------------------------------------|--------|--------|
| Section 2.19                                                 |   | Employee Benefit Plans                                   |   |   |
| Section 2.20                                                 |   | Intellectual Property                                    |   |   |
| Section 2.21                                                 |   | Environmental Matters                                    |   |   |
| Section 2.22                                                 |   | Capital Expenditures and Investments                     |   |   |
| Section 2.23                                                 |   | Dealings with Affiliates                                 |   |   |
| Section 2.24                                                 |   | Insurance                                                |   |   |
| Section 2.25                                                 |   | Commissions                                              |   |   |
| Section 2.26                                                 |   | Permits and Reports                                      |   |   |
| Section 2.28                                                 |   | Absence of Undisclosed Liabilities                       |   |   |
| ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE  PURCHASER |   |                                                     |
| Section  3.1                                                 |   | Corporate Organization                                   |   |   |
| Section 3.2                                                  |   | Authorization                                            |   |   |
| Section 3.3                                                  |   | No Violation                                             |   |   |
| Section 3.4                                                  |   | Investment Intent                                        |   |   |
| ARTICLE IV COVENANTS OF THE SELLERS AND THE COMPANY          |   |                                                     |
| Section  4.1                                                 |   | Regular Course of Business                               |   |   |
| Section 4.2                                                  |   | Amendments                                               |   |   |
| Section 4.3                                                  |   | Capital Changes                                          |   |   |
| Section 4.4                                                  |   | Dividends                                                |   |   |
| Section 4.5                                                  |   | Capital Expenditures; Transactions with Affiliates       |   |   |
| Section 4.6                                                  |   | Borrowing                                                |   |   |
| Section 4.7                                                  |   | Property                                                 |   |   |
| Section 4.8                                                  |   | Other Commitments                                        |   |   |
| Section 4.9                                                  |   | Interim Financial Information, Investment K-1s           |   |   |

 

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| Section 4.10                         |   | Consents and Authorizations                                  |   |   |
|--------------------------------------|--------|--------------------------------------------------------------|--------|--------|
| Section 4.11                         |   | Access                                                       |   |   |
| Section 4.12                         |   | Notice of Transfer                                           |   |   |
| Section 4.13                         |   | Payment of Stamp Tax                                         |   |   |
| Section 4.14                         |   | Disclosure                                                   |   |   |
| Section 4.15                         |   | Revised Financial Statements                                 |   |   |
| Section 4.16                         |   | Cooperation with Purchaser                                   |   |   |
| ARTICLE V COVENANTS OF THE PURCHASER |   |                                                         |
| Section  5.1                         |   | Consents and Authorizations                                  |   |   |
| Section 5.2                          |   | Collocation and Services                                     |   |   |
| Section 5.3                          |   | Office Space                                                 |   |   |
| Section 5.4                          |   | Corporations with Sellers and the Company.                   |   |   |
| ARTICLE VI OTHER AGREEMENTS          |   |                                                         |
| Section  6.1                         |   | Agreement to Defend                                          |   |   |
| Section 6.2                          |   | Further Assurances                                           |   |   |
| Section 6.3                          |   | Consents                                                     |   |   |
| Section 6.4                          |   | No Solicitation or Negotiation                               |   |   |
| Section 6.5                          |   | No Termination of the Obligations by Subsequent  Dissolution |   |   |
| Section 6.6                          |   | Public Announcements                                         |   |   |
| Section 6.7                          |   | Records and Information.                                     |   |   |
| Section 6.8                          |   | Insurance Policies and Claims Administration.                |   |   |
| Section 6.9                          |   | Other Tax Matters.                                           |   |   |
| Section 6.10                         |   | Cooperation with SEC Filings.                                |   |   |
| Section 6.11                         |   | Transition Services.                                         |   |   |
| Section 6.12                         |   | UPN Employees.                                               |   |   |

 

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| Section 6.13                                                |   | Non-Solicitation of Employees      |   |   |
|-------------------------------------------------------------|--------|------------------------------------|--------|--------|
| Section 6.14                                                |   | Non-Competition Agreement          |   |   |
| Section 6.15                                                |   | License Agreement.                 |   |   |
| ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE  PURCHASER |   |                               |
| Section  7.1                                                |   | Representations and Warranties     |   |   |
| Section 7.2                                                 |   | Consents and Approvals             |   |   |
| Section 7.3                                                 |   | No Material Adverse Change         |   |   |
| Section 7.4                                                 |   | No Proceeding or Litigation        |   |   |
| Section 7.5                                                 |   | Secretary’s Certificate       |   |   |
| Section 7.6                                                 |   | Certificates of Good Standing      |   |   |
| Section 7.7                                                 |   | Opinion of Sellers’ Counsel   |   |   |
| Section 7.8                                                 |   | Resignations                       |   |   |
| Section 7.9                                                 |   | Other Documents                    |   |   |
| Section 7.10                                                |   | Liens                              |   |   |
| Section 7.11                                                |   | Delivery of Minute Books           |   |   |
| Section 7.12                                                |   | Delivery of Financial Statements   |   |   |
| Section 7.13                                                |   | Board of Directors Approval        |   |   |
| Section 7.14                                                |   | Closing of CassTel Transaction     |   |   |
| Section 7.15                                                |   | Non-Competition Agreement          |   |   |
| Section 7.16                                                |   | Completion of Due Diligence        |   |   |
| Section 7.17                                                |   | Collocation and Services Agreement |   |   |
| ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF THE  SELLERS  |   |                               |
| Section  8.1                                                |   | Representations and Warranties     |   |   |
| Section 8.2                                                 |   | Consents and Approvals             |   |   |
| Section 8.3                                                 |   | No Proceeding or Litigation        |   |   |

 

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| Section 8.4                                   |   | Secretary’s Certificate               |   |   |
|-----------------------------------------------|--------|--------------------------------------------|--------|--------|
| ARTICLE IX CLOSING                            |   |                                       |
| Section  9.1                                  |   | Closing                                    |   |   |
| Section 9.2                                   |   | Closing Date Payment and Receipt of Shares |   |   |
| ARTICLE X TERMINATION AND ABANDONMENT         |   |                                       |
| Section  10.1                                 |   | Methods of Termination                     |   |   |
| Section 10.2                                  |   | Procedure Upon Termination                 |   |   |
| ARTICLE XI SURVIVAL OF TERMS; INDEMNIFICATION |   |                                       |
| Section  11.1                                 |   | Survival; Limitations                      |   |   |
| Section 11.2                                  |   | Escrow of Liquid Assets                    |   |   |
| Section 11.3                                  |   | Indemnification by the Sellers             |   |   |
| Section 11.4                                  |   | Indemnification by the Purchaser           |   |   |
| Section 11.5                                  |   | Third Party Claims.                        |   |   |
| Section 11.6                                  |   | Other Claims.                              |   |   |
| Section 11.7                                  |   | Continued Liability for Indemnity Claims   |   |   |
| ARTICLE XII GENERAL PROVISIONS                |   |                                       |
| Section  12.1                                 |   | Amendment and Modification                 |   |   |
| Section 12.2                                  |   | Waiver                                     |   |   |
| Section 12.3                                  |   | Certain Definitions.                       |   |   |
| Section 12.4                                  |   | Notices                                    |   |   |
| Section 12.5                                  |   | Assignment                                 |   |   |
| Section 12.6                                  |   | Governing Law                              |   |   |
| Section 12.7                                  |   | Counterparts                               |   |   |
| Section 12.8                                  |   | Headings                                   |   |   |
| Section 12.9                                  |   | Entire Agreement                           |   |   |

 

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| Section 12.10  |   | No Benefit          |   |   |
|----------------|--------|---------------------|--------|--------|
| Section  12.11 |   | Delays or Omissions |   |   |
| Section  12.12 |   | Severability        |   |   |
| Section  12.13 |   | Expenses            |   |   |
| Section  12.14 |   | Time of the Essence |   |   |
| Section  12.15 |   | Injunctive Relief   |   |   |

 

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**STOCKPURCHASE AGREEMENT**

THIS STOCK PURCHASEAGREEMENT (this “**Agreement**”) isentered into as of the 26th day of May, 2006among MJD SERVICES CORP., a Delaware corporation (the “**Purchaser**”), KEVIN M. ANDERSON, a Missouriresident (“**Anderson”**), RONALD C. RECKRODT, aMissouri resident (**“Reckrodt”**),JEFFREY S. INGRAM, a Kansas resident (**“Ingram”**), andDENNIS R. DEVOY, a Missouri resident (**“Devoy”**), (**Anderson, Reckrodt, Ingram**and **Devoy**each a **“Seller**” and collectively **“Sellers**”) and UNITE COMMUNICATIONS SYSTEMS, INC., aMissouri corporation, (“**UCS**”).

**RECITALS**

**WHEREAS**,Anderson owns 5,000 shares of common stock of UCS, Reckrodt owns 5,000 sharesof the common stock of UCS, Ingram owns 5,000 shares of the common stock of UCSand Devoy owns 5,000 shares of the common stock of UCS, such 20,000 shares ofcommon stock, each with a $10 par value, constituting all of the issued andoutstanding shares of capital stock of UCS (the “**UCS Capital Stock**”);

**WHEREAS**,UCS owns One Million (1,000,000) shares of $.01 par value common stock of ExOpof Missouri, Inc., a Missouri corporation (“**ExOp”**)(UCS and ExOp and all subsidiaries thereof hereinafter referred to collectivelyas the “**Company**” or “**Companies**”);such 1,000,000 shares constituting all of the issued and outstanding shares ofcapital stock of ExOp (the “**ExOp Capital Stock**”) (any and allshares, options, warrants, rights and interests, legal or equitable, in or withrespect to the UCS Capital Stock and/or the ExOp Capital Stock hereinafterreferred to collectively as the “**Shares**”).

**WHEREAS**,ExOp is an operating competitive local exchange carrier (“CLEC”) that providesvoice, data and video services in the markets of Kearney and Platte City, inthe State of Missouri (collectively, the “**Market**”), withapproximately 4,200 voice access lines, 1,900 high-speed data subscribers and2,200 video subscribers (the business of the Companies is hereinafter referredto as the “**Communications Business**”, the “**Business**” or the “**business**”).

**ARTICLE I**

**PURCHASE OF STOCK**

Section 1.1             Purchase and Sale.  Atthe Closing Date, on the terms and subject to the conditions set forth in thisAgreement, the Sellers agree to sell to the Purchaser, and the Purchaser agreesto purchase from the Sellers, the Shares.

## Section 1.2             Purchase Price.

### (a)           The Purchaser shall purchase theShares of UCS Capital Stock from the Sellers, at a price per share of UCSCapital Stock (the “**Price Per Share**”)equal to the Adjusted Purchase Price (as 

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### defined below)divided by 20,000 (being the total number of shares of UCS Capital Stock issuedand outstanding as of the Closing Date).  The Adjusted Purchase Price (asdefined in accordance with Section 1.2(d) below) shall be the sum of TenMillion Eight Hundred Thousand Dollars ($10,800,000), (the “**Base Purchase Price**”), minus the Company’s “Total Long Term Debt” as of theClosing Date as defined in accordance with Section 1.2(b) below, and plus orminus “Net Working Capital” asdefined in accordance with Section 1.2(c) below.  The Adjusted PurchasePrice shall be payable in accordance with this Article I, subject to theprovisions of Section 9.2 hereof.

### (b)           The Base Purchase Price shall beadjusted by subtracting from it, the Total Long Term Debt (as hereinafterdefined) on the Closing Date.  For the purposes hereof, “**Total Long Term Debt”** shall be defined asthe Company’s current Total Long Term Debt on the Closing Date, computed inaccordance with GAAP, consistently applied (on a consolidated basis).  TheBase Purchase Price shall be decreased, dollar for dollar, to the extent of theCompany’s Total Long Term Debt on the Closing Date.  The Total Long TermDebt of the Company shall be based on an estimated closing balance sheet of theCompany, which shall be delivered to the Purchaser at least ten (10) days priorto the Closing Date, prepared as a good faith estimate by Mize, Houser &Company, subject to the Purchaser’s review and approval thereof, which shallnot be unreasonably withheld.

### (c)           The Base Purchase Price shall beadjusted by adding to it or subtracting from it; as the case may be, the NetWorking Capital on the Closing Date.  For the purposes hereof, “**Net Working Capital”** shall be defined asthe Company’s current assets minus current liabilities, computed in accordancewith GAAP, consistently applied (on a consolidated basis).  Current assets shall not include: anywireless access receivables older than 180 days; any intercompany receivables;and any construction work in progress in excess of Two Hundred Fifteen ThousandDollars ($215,000).   Further, themaximum value that may be assigned to any wireless access receivables agedsixty (60) to one hundred eighty (180) days should be Ninety Thousand Dollars($90,000).  Notwithstanding anything tothe contrary in the Net Working Capital definition, in no event shall the valuecollectively attributable to current assets exceed the fair market value ofthose assets as determined by Purchaser in its sole discretion.  Further the value assigned to accountsreceivable shall be subject to the approval of the Purchaser based on the agingand collectibility of the accounts receivable. To the extent the Company’s current assets exceed the Company’s currentliabilities on the Closing Date, the Base Purchase Price shall be increased,dollar for dollar.  To the extent the Company’s current liabilities exceedthe Company’s current assets on the Closing Date, the Base Purchase Price shallbe decreased, dollar for dollar.  The Net Working Capital of the Companyshall be based on an estimated closing balance sheet of the Company, whichshall be delivered to the Purchaser at least ten (10) days prior to the ClosingDate, prepared as a good faith estimate by Mize, Houser & Company, subjectto the Purchaser’s review and approval thereof, which shall not be unreasonablywithheld.

### (d)           The sum of the Base Purchase Price,plus or minus, the Total Long Term Debt, plus or minus the Net Working Capital,all as determined above, shall be referred to herein as the “**Adjusted Purchase Price**”.

### Section 1.3    Post-Closing Adjustments to the AdjustedPurchase Price.  The Adjusted Purchase Price payable by the Purchaserto the Sellers on the Closing Date pursuant to Sections 1.2 and 9.2 hereof maybe adjusted as follows.  Within ninety (90) days after the Closing Date,the Purchaser shall prepare and submit to the Sellers a Closing balance sheetfor the Company as of the close of business on the Closing Date (the “**Closing Balance Sheet**”), which shall be prepared inaccordance with GAAP and consistent with the Company’s past practices, andmutually acceptable to the Sellers 

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### and the Purchaser and their respectiveindependent public accountants.  Upon the Sellers’ and the Purchaser’smutual agreement as to the form and content of the Closing Balance Sheet, theamount of the Adjusted Purchase Price shall be increased or decreased, as thecase may be, by the difference, if any, between the Net Working Capital and theTotal Long Term Debt determined in good faith as of the Closing Date and theNet Working Capital and the Total Long Term Debt as such is determined based onthe Closing Balance Sheet.  If Purchaser and Sellers cannot mutually agreeon the Closing Balance Sheet, the parties shall use good faith efforts forfifteen (15) days to jointly resolve their discrepancies, which resolution, ifachieved, shall be binding upon all parties to this Agreement and not subjectto further dispute or review.  IfPurchaser and Sellers cannot resolve the discrepancies to their mutualsatisfaction within such 15 day period, then the matter shall be submitted to amutually agreed upon independent accounting firm (the “Independent Accountants”).  In submitting a dispute to the IndependentAccountants, each of the parties shall furnish, at its own expense, theIndependent Accountants and the other party with such documents and informationas the Independent Accountants may reasonably request.  Each party may also furnish to theIndependent Accountants such other information and documents as it deemsrelevant with the appropriate copies and notification being given to the otherparty.  The Independent Accountants mayconduct a conference concerning the disagreements between Sellers andPurchaser, at which conference each party shall have the right to presentadditional documents, materials and other evidence and to have present its ortheir advisors, accountants or counsel. The Independent Accountants shall promptly render a decision on theissues presented, and such decision shall be final and binding on theparties.  The cost of the IndependentAccountants shall be borne  one-half byPurchaser and one-half by Sellers.  If,as a result of the foregoing post-Closing adjustment, the Adjusted PurchasePrice is increased, the Purchaser shall pay the Sellers the amount of suchincrease by wire transfer of same-day funds within ten (10) business days ofthe date on which the parties agree on the Closing Balance Sheet or within ten(10) business days of the date on which the Independent Accountants rendertheir final decision.  If, as a result ofthe post-Closing adjustment, the Adjusted Purchase Price is decreased, theSellers shall refund to the Purchaser the amount of such decrease by wiretransfer of same-day funds within ten (10) business days of the date on whichthe parties agree on the Closing Balance Sheet or within ten (10) business daysof the date on which the Independent Accountants render their final decision.

## Section 1.4    Excluded Assets and Liabilities. Notwithstanding that this Agreement relates to the purchase of capital stockfrom the Sellers by the Purchaser, which results in the Company retaining anyand all of its assets and liabilities, it is understood and agreed that theSellers shall remove from the Company’s premises prior to Closing and/or, asappropriate, remove from the Company’s books and records, only those particularassets set forth on Schedule 1.4 hereto (the “**Excluded Assets**”).  Further, the Sellers shall assumeany and all liabilities set forth on Schedule 1.4 hereto (the “**Excluded Liabilities**”).  None of the Excluded Assets orExcluded Liabilities are necessary for the operation of the Business.  The Purchaser agrees that it shall cause theCompany to execute, and the Sellers agree to execute, any and all such bills ofsale, deeds, assignments and/or agreements as may be necessary to transfertitle to the Excluded Assets to the Sellers and to assign and/or transfer theExcluded Liabilities to the Sellers.  The parties hereto further agreethat no other assets of the Company, whether tangible or intangible, shall havebeen or shall be removed from the Company’s premises or from the Company’sbooks and records except in the ordinary course of the Company’s Business asprovided herein from and after December 31, 2005 through the Closing Date.

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**ARTICLE II**

**REPRESENTATIONSAND WARRANTIES OF THE SELLERS**

The Sellers hereby jointlyand severally represent and warrant to the Purchaser as follows (to the extenta representation is modified by a knowledge requirement, it shall speak to theknowledge of any or all of the Sellers and the Company), with respect to eachof UCS, ExOp and all Affiliates thereof (in other words, if any representationor warranty or covenant or agreement would be untrue as to any of UCS, ExOp orany of their subsidiaries or Affiliates then the Sellers must so disclose anysuch untruth):

## Section 2.1             Corporate Organization. Both UCS and ExOp are corporations duly organized, validly existing and in goodstanding with perpetual duration under the laws of the state of Missouri withfull corporate power and authority to own, operate and lease their propertiesand to conduct their business as presently conducted.  Each Seller is aresident of the state set forth with respect to such Sellers on Schedule 2.7hereto. There are no shareholder agreements or agreements of any kind in placeamong any of the Sellers. UCS and ExOp are qualified to do business and are ingood standing in every jurisdiction in which the conduct of their business, theownership or lease of their properties, or the execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby requiresthem to be so qualified.  True, complete and correct copies of thecharters and bylaws (and all amendments thereto) of UCS and ExOp as presentlyin effect have been delivered to the Purchaser. The membership interests of Unite Private Networks, LLC (“UPN”), awholly-owned subsidiary of UCS, were validly transferred to Sellers as ofJanuary 1, 2006.  The assets, operations,liabilities and employees of UPN were validly and lawfully transferred to UPNas of January 1, 2006 with no continuing liability therefore by UCS or ExOpfrom and after the date thereof.  Any andall consents and releases necessary in connection therewith were validly andtimely obtained.

## Section 2.2             Authorization.  TheSellers and the Company each have full power and authority to execute anddeliver this Agreement and to consummate the transactions contemplatedhereby.  The Board of Directors (and as appropriate, the shareholders) ofthe Company has duly authorized the execution, delivery and performance of thisAgreement, and no other corporate proceedings on its part are necessary toauthorize the execution, delivery and performance of this Agreement and theconsummation of the transactions contemplated hereby.  This Agreementconstitutes a legal, valid and binding obligation of each of the Sellers andthe Company enforceable against each such party in accordance with its terms,subject to equitable considerations and the effect of bankruptcy and other lawsaffecting the rights of creditors generally.  The Sellers will, at theClosing, have full power and authority to deliver the Shares and thecertificates evidencing the Shares to the Purchaser free and clear of all Liensas provided for herein.

## Section 2.3             No Violation.  Exceptas set forth on Schedule 2.3, the execution, delivery and performance of thisAgreement and the consummation of the transactions contemplated hereby by eachof the Sellers and the Company does not and will not (a) conflict with orresult in a breach of the terms, conditions or provisions of, (b) constitute adefault or event of default under (with due notice, lapse of time or both), (c)result in the creation of any Lien upon the Company or its capital stock orassets pursuant to, (d) give any third party the right to accelerate any obligationunder, (e) result in a violation of, or (f) require any authorization, consent,approval, exemption or other action by, or notice to, any Person pursuant to(i) the charter or bylaws of the Company, (ii) any applicable Regulation(including, without limitation, the Hart-Scott-Rodino Antitrust ImprovementsAct of 1976), (iii) any Order to which either the Sellers or the Company or anyof their properties are subject, or (iv) any Contract to which the 

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## Sellers or theCompany or any of their properties are subject.  The Sellers and theCompany have complied with all applicable Regulations and Orders in connectionwith the execution, delivery and performance of this Agreement and thetransactions contemplated hereby, subject to the requirements which areconditions to the Closing.

## Section 2.4             Subsidiaries and Investments. Except as set forth on Schedule 2.4, the Company has no subsidiaries orinvestments in any Person.  Attached as set forth on Schedule 2.4 is atrue and complete corporate organizational chart for the Company.  Exceptas set forth on Schedule 2.4, the transactions contemplated by this Agreementwill not conflict with or result in a breach of the terms, conditions orprovisions of any agreement to which the Company is a party with respect to anysuch subsidiaries or investments, nor shall the transactions contemplated bythis Agreement trigger any purchase, put, call or right of first refusal rightsin any Person, nor shall the transactions contemplated by this Agreement resultin a violation of, or require any authorization, consent, approval, exemptionor other action by or notice to any Person.  Any such investmentsconstitute an asset of the Company and the Company is the only Person with anyrights thereto.  Except as set forth on Schedule 2.4, the Company does notowe any indebtedness to or on account of any of such subsidiaries orinvestments, nor has the Company guaranteed any indebtedness on behalf of, orhave any other contingent obligations with respect to, any such subsidiaries orinvestments, and the Company has not pledged any such subsidiaries orinvestments or any other of its assets in connection with any obligationsrelating to any such investment or subsidiary.  The Company is not ageneral partner in any of its investments, nor is any employee of the Companyan officer or director of any such investment entity. Except as set forth onSchedule 2.4 hereto, the Company is not a party to any partnership, operating,shareholders’ or stockholders’ agreements with respect to any of the entitiesdiscussed on Schedule 2.4 hereto.  Also set forth on Schedule 2.4 heretois a listing of all dividends and/or distributions made with respect to anysuch subsidiaries and/or investments since December 31, 2004.

## Section 2.5             Stock Record Book.  Thestock record books of the Company are complete and correct in all materialrespects.  No shares of capital stock of the Company are currentlyreserved for issuance for any purpose or upon the occurrence of any event orcondition.  The Shares constitute all of the outstanding capital stock ofthe Company and the Sellers own all of the outstanding capital stock ofUCS.  UCS is the true and lawful owner of all of the outstanding capitalstock of ExOp.  Schedule 2.5 sets forth the total number of authorized andissued shares of capital stock for each of UCS and ExOp.

## Section 2.6             Corporate Books.  Thecorporate minute books of the Company and of each of its subsidiaries arecomplete and correct in all material respects and contain signed minutes of allof the proceedings of the shareholders and directors of the Company and of eachof its subsidiaries since incorporation.  A true and complete list of thedirectors and officers of the Company and of each of its subsidiaries as of thedate hereof is set forth on Schedule 2.6.

## Section 2.7             Title to Stock.  TheShares are owned of record by those shareholders and only such shareholders insuch amounts as are set forth on Schedule 2.7 hereto.  No shares ofpreferred stock or other class of capital stock are authorized, issued oroutstanding with respect to the Company or any of its subsidiaries.  TheShares have been duly authorized and validly issued and are fully paid andnon-assessable.  Except as set forth on Schedule 2.7, the Shares wereissued pursuant to applicable exemptions from registration under Federalsecurities laws and the securities laws of the State of Missouri, are owned bythe Sellers and will be sold pursuant hereto free and clear of all Liens. Upon payment of the Adjusted Purchase Price to the Sellers in accordance withthis Agreement, the Sellers will convey to the Purchaser good and marketabletitle to the Shares, free and clear of all Liens 

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## whatsoever. The assignments, endorsements, stock powers and other instruments of transferdelivered by the Sellers to the Purchaser at the Closing will be sufficient totransfer the Sellers’ entire interest, and all of the interests, legal andbeneficial, of Sellers and of all other Persons, in and to the Shares andthereby in the ExOp Capital Stock and in the capital stock of each othersubsidiary of the Company.  No dividends or other distributions are owedby the Company in connection with any of the Shares and, except as specificallyset forth on the Financial Statements or on Schedule 2.7 hereto, none have beenmade to any shareholder of the Company or to any of the Sellers since at leastDecember 31, 2004.

## Section 2.8             Options and Rights. There are no outstanding subscriptions, options, warrants, rights, puts, callsor other Contracts by which the Company is bound to issue or to repurchase orotherwise acquire shares of its capital stock, or pursuant to which any Personhas a right to purchase or to acquire, through conversion or otherwise, sharesof the Company’s capital stock.

## Section 2.9             Financial Statements. The Sellers have delivered to the Purchaser correct and complete copies of (i)the reviewed consolidated balance sheets of the Company as of December 31,2003, December 31, 2004 and December 31, 2005 and the related statements ofincome, cash flow and retained earnings for the fiscal year reporting periodsthen ended, together with all notes and schedules thereto (the “**Financial Statements**”) and (ii) the unaudited balance sheetof the Company as of the period ending March 31, 2006  and the related statement of income for suchperiod then ended (the foregoing unaudited statements, with all monthlyunaudited statements delivered hereafter, the “**UnauditedFinancial Statements**”).  The Financial Statements have beenreviewed without qualification by Mize, Houser & Company, independentauditors for the Company.  The Financial Statements and the UnauditedFinancial Statements (a) have been prepared in accordance with the books andrecords of the Company and (b) fairly present the financial condition andresults of operations and cash flows of the Company as of, and for therespective periods ended on, such dates, all in conformity with GAAPconsistently applied, except, with respect to the Unaudited FinancialStatements, for adjustments and notes that would result from an audit orreview.  Since December 31, 2005 and except as fully set forth in theFinancial Statements and the Unaudited Financial Statements, the Company has noliabilities (whether accrued, absolute, contingent, unliquidated or otherwise,whether due or to become due, whether known or unknown, and regardless of whenasserted) arising out of transactions or events heretofore entered into or anyaction or inaction or state of facts existing, with respect to, or based upontransactions or events heretofore occurring.

## Section 2.10           Employees.

### (a)           Schedule 2.10 sets forth a list ofall of the Company’s employees, officers, directors, consultants andindependent contractors, together with a description of any Contract regardingthe terms of service and the rate and basis for total compensation of suchpersons and Schedule 2.10 also indicates which employees are employed by UCS orExOp and which are currently employed by UPN or will be requested to beemployed by UPN.

### (b)           Except as set forth on Schedule 2.10hereto, the Company has paid or made provision for the payment of all salariesand accrued wages, accrued vacation and sick leave, and any other form ofaccrued, but unpaid, compensation (any such accruals shall be set forth onSchedule 2.10 hereto), and has complied in all material respects with allapplicable laws, rules and regulations relating to the employment of labor,including those relating to wages, hours, collective bargaining and the paymentand withholding of taxes, and has withheld and paid to the appropriategovernmental authority, or is holding for payment not yet due to suchauthority, all amounts required by law or agreement to be 

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### withheld fromthe wages or salaries of its employees.  No amounts have been accrued onthe Company’s books for vacation or sick leave in excess of the current year’sobligations and no such obligations exist.  No contracts or provisionsexist that would obligate the Company to pay any severance compensation to anyemployee should his or her employment with the Company be terminated for anyreason from and after the date hereof.  No contracts or provisions existthat would obligate the Company to pay any amounts to any Person upon thechange of control of the Company.

### (c)           Except as set forth on Schedule 2.10hereto, the Company is not a party to any (i) outstanding employment agreementsor contracts with officers or employees that are not terminable at will, orthat provide for payment of any bonus or commission or severance compensation,(ii) agreement, policy or practice that requires it to pay termination orseverance pay to salaried, exempt, non-exempt or hourly employees, (iii)collective bargaining agreement or other labor union contract applicable topersons employed by the Company, nor do the Sellers or the Company know of anyactivities or proceedings of any labor union to organize any suchemployees.  The Company has furnished to the Purchaser complete andcorrect copies of all such agreements, if any (“**Employment and Labor Agreements**”).  The Company has notbreached or otherwise failed to comply with any provisions of any Employment orLabor Agreement.

### (d)           Except as set forth on Schedule 2.10hereto, (i) there is no unfair labor practice charge or complaint pendingbefore the National Labor Relations Board (“**NLRB**”), (ii) there is no labor strike, material slowdown ormaterial work stoppage or lockout actually pending or, to the Sellers’ orCompany’s knowledge, threatened against or affecting the Company, and theCompany has not experienced any strike, material slowdown or material workstoppage, lockout or other collective labor action by or with respect toemployees of the Company, (iii) there are no charges with respect to orrelating to the Company pending before the Equal Employment Opportunity Commission,the Department of Labor or any state, local or foreign agency responsible forthe prevention of unlawful employment practices, and (iv) the Company has notreceived formal notice from any Federal, state, local or foreign agencyresponsible for the enforcement of labor or employment laws of an intention toconduct an investigation of the Company and, to the knowledge of the Sellersand Company, no such investigation is in progress.

## Section 2.11           Absence of Certain Changes. Except as set forth in Schedule 2.11, since December 31, 2003, there has beenno (a) Material Adverse Change in the business, properties, financialstatements, business prospects, condition (financial or otherwise) or resultsof operations of the Company, (b) theft, damage, destruction, removal or lossof assets or properties, whether covered by insurance or not, having a MaterialAdverse Effect on the business, properties, business prospects, condition(financial or otherwise) or results of operations of the Company, (c) declaration,setting aside or payment of any dividend or distribution (whether in cash,stock or property) in respect of the Shares, or any redemption of the Shares,(d) increase in the compensation payable to or to become payable by the Companyto its employees, officers, directors, consultants or independent contractorsexcept in the ordinary course of business, (e) entry by the Company into anyContract not in the ordinary course of business, including, without limitation,any borrowing or capital expenditure, (f) change in accounting methods orprinciples used by the Company, except for any such change which isnecessitated by a change in GAAP, or required by the FCC or Missouri PublicService Commission **(“MoPSC”**)(which such changes shall be set forth on Schedule 2.11 hereto), (g) operationof the Company’s business other than in the ordinary course, (h) sale,assignment or transfer of any assets or properties of the Company except in theordinary course of business, (i) amendment or termination of any of the Company’sPermits or Contracts, (j) waiver or release of any material right or claim ofthe Company, (k) labor 

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## dispute or union activity whichaffects the operation of the Company, and (l) agreement by either the Sellersor the Company to take any of the actions described in the preceding clauses(a) through (k), except as contemplated by this Agreement.

## Section 2.12           Contracts.

(a)           Generally.  Except as listed onSchedule 2.12, the Company is not a party to any Contract relating to:

#### (i)            Bonus, pension, profit sharing,retirement, stock option, employee stock purchase or other plans providing fordeferred compensation.

#### (ii)           Collective bargaining agreements orany other Contract with any labor union.

#### (iii)          Hospitalization or medical insuranceor other welfare benefit plans or practices.

#### (iv)          Loans to its employees, officers,directors, shareholders or Affiliates.

#### (v)           The borrowing or loaning of money toor from any Person or the mortgaging, pledging or otherwise placing a Lien onany asset of the Company, including, but not limited to, any Contract withrespect to the Company’s indebtedness.

#### (vi)          A guarantee of any obligation.

#### (vii)         The ownership, lease (whether as lesseeor lessor) or operation of any property, real or personal.

#### (viii)        Intangible property (includingProprietary Rights).

#### (ix)           Warranties with respect to itsservices rendered or its products sold or leased.

#### (x)            Registration or preemptive rightswith respect to any securities.

#### (xi)           Prohibitions preventing it fromfreely engaging in any business.

#### (xii)          The purchase, acquisition, dispositionor supply of inventory and/or other property and assets.

#### (xiii)         Employees, independent contractors,consultants, or other agents.

#### (xiv)        Sales, commissions, advertising ormarketing.

#### (xv)         Unconditional purchase or paymentobligations.

#### (xvi)        Agreements between the Sellers andcustomers of the Business.

 

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#### (xvii)       Agreements pertaining to the providing ofInternet access or service by the Company.

#### (xviii)      Leases, licenses, easements, rights ofway, pole attachment agreements, and license agreements for joint use of polesand other agreements regarding property rights to earth stations, utilitypoles, real property, fixtures and other similar items used in the operation ofthe Business.

#### (xix)         The grant or franchise of telephone ortelecommunications franchise rights.

#### (xx)          The grant or franchise of CATV or televisionor video over DSL franchise rights.

#### (xxi)         Any investment or subsidiary of theCompany, including, but not limited to, those shown on Schedule 2.4 hereto.

#### (xxii)        Any competitive local exchange carrier,transport, fiber or collocation agreements.

#### (xxiii)       Any interconnection, traffic exchange,local number portability, 911 or access agreements.

#### (xxiv)       Any programming agreements.

#### (xxv)        Any agreements at any time between theCompanies and the now UPN business customers.

#### (xxvi)       Any other Contract not of the typecovered by any of the foregoing items of this Section 2.12(a) requiring totalpayments by the Company in excess of ten thousand dollars ($10,000) during theterm of the Contract.

(b)         Compliance.  The Company hasperformed all material obligations required to be performed by it, and is notin receipt of any claim of default or breach or notice of audit, under anyContract to which it is subject (including, without limitation, those requiredto be disclosed on Schedule 2.12). Except as disclosed on Schedule 2.12, noevent has occurred which with the passage of time or the giving of notice orboth would result in a material default, breach or event of non-compliance bythe Company under any Contract to which it is subject.  Except asdisclosed on Schedule 2.12, the Company has no present expectation or intentionof not fully performing all of its obligations under any Contract to which itis subject and has no knowledge of any breach or anticipated breach by anyother party to any Contract to which it is subject.

(c)          Subscribers.  All of the Company’s subscribers and the typeof services provided by the Company to each such subscriber, as well as allforms of subscriber Contracts, are listed on Schedule 2.12.

## Section 2.13           True and Complete Copies. The Sellers and the Company have delivered to the Purchaser true and completecopies of all Contracts and documents listed in the Schedules to thisAgreement, as well as of all minute books and stock books of the Company and ofeach of its 

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## subsidiaries. Such minute books and stock books are current and contain the true and completerecords kept of such companies.

## Section 2.14           Title and Related Matters.

(a)          Owned Property, Liens.  Set forthon Schedule 2.14(a) is a description of all real and personal property owned orused by the Company.  The Company has valid and marketable title to allsuch property, free and clear of all Liens, except Permitted Liens.  Allproperties used in the Company’s business operations as of December 31, 2005are reflected in the Financial Statements in accordance with and to the extentrequired by GAAP and, as of the date hereof, are fully set forth on Schedule2.14(a) hereto.  Sellers and the Company have delivered, with respect toany real property owned by the Company, true and complete copies of all deeds,title policies, environmental assessments, surveys, and other title documentsrelating to such real property.  Further, the Company has valid, good andmarketable title to each of its investments set forth on Schedule 2.4 hereto,free and clear of all Liens, except as set forth on Schedule 2.14(a) hereto.

(b)         Leased Property.  Set forth onSchedule 2.14(b) is a description of all real and personal property leased bythe Company.  Except as otherwise set forth on Schedule 2.14(b), theCompany’s leases are in full force and effect and are valid and enforceable inaccordance with their respective terms.  There exists no event of defaultor event which constitutes or would constitute (with notice or lapse of time orboth) a default by the Company or any other Person under any such lease, andneither the Sellers nor the Company have received notice of such default orevent.  All rent and other amounts due and payable with respect to each ofthe Company’s leases have been paid through the date of this Agreement. Except as set forth on Schedule 2.14(b), neither the Sellers nor the Companyhave received notice that the landlord with respect to any real property orpersonal property lease would refuse to renew such lease upon expiration of theperiod thereof upon substantially the same terms, except for rent increasesconsistent with past experience or current market rates. The Sellers havedelivered to the Purchaser, with respect to any leased real or personalproperty, true and complete copies of all such leases and all amendments,supplements thereto or memoranda thereof.

(c)          Regulatory/Zoning Compliance. Except as set forth on Schedule 2.14(c), the real property owned or leased bythe Company and the buildings, structures and improvements included within suchreal property (collectively, the “**Improvements**”)comply with all material applicable restrictions, building ordinances andzoning ordinances and all Regulations of the applicable health and firedepartments.  No alteration, repair, improvement or other work which couldgive rise to a Lien has been performed with respect to such Improvements withinthe last 180 days.  The Company’s owned or leased real property and itscontinued use, occupancy and operation as currently used, occupied and operateddoes not constitute a nonconforming use under any Regulation or Order affectingsuch real property, and the continued existence, use, occupancy and operationof such Improvements is not dependent on any special permit, exception,approval or variance.  There is no pending or, to the Sellers’ or Company’sknowledge, threatened or proposed action or proceeding by any Authority tomodify the zoning classification of, to condemn or take by the power of eminentdomain (or to purchase in lieu thereof), to classify as a landmark, to imposespecial assessments on or otherwise to take or restrict in any way the right touse, develop or alter all or any part of the Company’s owned or leased realproperty.

(d)         Utilities.  The real propertyowned or leased by the Company has access, sufficient for the conduct of theCompany’s Business as presently conducted and proposed to be conducted, topublic roads and to all utilities, including electricity, sanitary and stormsewer, potable 

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water, natural gas andother utilities used in the operation of the Company’s Business as presentlyconducted.  Access to all such public roads and utilities will beavailable after the Closing Date in the same manner and to the same extent asat the Closing Date.

(e)          Condition.  Except as set forthon Schedule 2.14(e), since December 31, 2005, the Company has not sold,transferred, leased, distributed or disposed of any of its assets orproperties, except for (i) transactions in the ordinary and regular course ofbusiness, or (ii) as otherwise consented to in writing by the Purchaser. The Company owns, or has all rights necessary to use, all properties and assetsnecessary for the conduct of its business as presently conducted.  Theassets and properties owned, leased or used by the Company in the conduct ofthe Business are in good condition (reasonable wear and tear excepted), aresuitable for their respective uses, and comply with all applicableRegulations.  Further such assets and properties constitute all of theassets and properties necessary for the Company to conduct its Business as nowconducted.

(f)          Easements.  Except as specifically disclosed on Schedule2.14(f), the Company holds all easements, rights-of-way and other rightsnecessary to own, operate and maintain the physical plant of the Company(including all cables, lines and fibers, to operate the Business and to provideservices to existing customers and Company is not in breach of, or defaultunder, any such easements, rights-of-way or other rights and there are no burdensomelimitations or obligations under any such easements, rights-of-way or otherrights.  All easements, rights-of-way orother rights have been properly recorded or registered, if needed, and arevalid and enforceable.

Section 2.15           Litigation.  Except asset forth on Schedule 2.15, there is (a) no Claim pending or, to the Sellers’knowledge, threatened against the Company, (b) no Claim by the Company pendingor threatened against any Person, (c) no outstanding Order relating to theCompany, and (d) no Claim by any Person relating to the Shares.

## Section 2.16           Tax Matters.

(a)          Generally.  UCS has been, sinceits incorporation, validly taxed as an S corporation under the applicableprovisions of the income tax laws.  ExOpelected to be taxed as an S corporation and has been a valid S corporationunder the applicable provisions of the income tax laws since October 3,2003.  Sellers and UCS made a valid andtimely Section 338(h)(10) election at the time UCS acquired the capital stockof ExOp.  Sellers shall deliver true andcomplete copies of all such Subchapter S elections and the Section 338(h)(10)election to Purchaser prior to June 10, 2006. All taxes of UPN have been fully and timely paid and no such taxobligations shall in any manner be the obligation, now or in the future, of theCompany.  Except as set forth on Schedule2.16, UCS, ExOp and all their subsidiaries have timely filed all Federal,state, local and foreign tax reports, returns, information returns and anyother documents required to be filed by each (collectively, “**Tax Returns**”) and have duly paid all Taxesshown to be due and payable on such Tax Returns and all estimated or advancepayments required by law.  All Taxes forperiods ending on or prior to or including the Closing Date have been or willbe as of the Closing Date fully paid or reserved against on the UnauditedFinancial Statements and on the books of UCS, ExOp and all their subsidiaries,as appropriate, in accordance with GAAP.  All Taxes which are required tobe withheld or collected by UCS, ExOp and all their subsidiaries have been dulywithheld or collected and, to the extent required, have been paid to the properFederal, state, local or foreign authorities or properly segregated ordeposited as required by applicable Regulations.  There are no Liens forTaxes upon any property or assets of UCS, ExOp or any of their subsidiariesexcept for Liens for Taxes not yet due and payable or for Taxes being contestedin a 

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manner permitted byapplicable law (all as disclosed on Schedule 2.16 hereto).  Except asdisclosed on Schedule 2.16, neither UCS, ExOp nor any of their subsidiarieshave requested an extension of time within which to file any Tax Return andnone have waived the statute of limitations on the right of the IRS or any othertaxing authority to assess or collect additional Taxes or to contest theinformation reported on any Tax Return.  All Taxes owed by any affiliatedgroup of which UCS, ExOp or any of their subsidiaries has at any time been amember (whether or not shown on any Tax Return) have been paid for each taxableperiod during which UCS, ExOp or any of their subsidiaries was a member of theaffiliated group.  Neither UCS, ExOp nor any of their subsidiaries has anyliability for the unpaid Taxes of any Person under Treasury Regulation Section1.1502-6 (or any similar provision of state, local or foreign law), as atransferee or successor, by contract, or otherwise.

(b)         Good Faith.  All Tax Returnsdescribed in Section 2.16(a) have been prepared in good faith and are correctand complete in all respects, and there is no basis for assessment of anyaddition to the Taxes shown thereon.

(c)          Claims.  Except as disclosed onSchedule 2.16, (i) there are no proceedings, examinations or claims currentlypending by any taxing Authority in connection with any Tax Returns described inSection 2.16(a) nor with respect to the periods to which such Tax Returnsrelate, and (ii) there are no unresolved issues or unpaid deficiencies oroutstanding or proposed assessments relating to any such proceedings,examinations, claims or Tax Returns.  None of the Tax Returns described inSection 2.16(a) currently is under audit or has been audited.  The itemsrelating to the Business, properties and operations of the Company on the TaxReturns filed by the Company (including the supporting schedules filedtherewith), copies of which have been supplied to the Purchaser, stateaccurately, in all respects, the information requested with respect to UCS,ExOp and their subsidiaries, which information was derived from the books andrecords of the Company.

(d)         Course of Business.  The Companyhas not taken any action in anticipation of the Closing that would have theeffect of deferring any liability for Taxes of UCS, ExOp or any of theirsubsidiaries to any period (or portion thereof) ending after the Closing Date.

(e)          Withholdings.  All payments forwithholding Taxes, unemployment insurance and other amounts required to bewithheld and deposited or paid to any relevant taxing Authorities have been sowithheld, deposited or paid by or on behalf of UCS, ExOp and all of theirsubsidiaries, as appropriate.

(f)          Partnerships.  Except asdisclosed on Schedule 2.16, the Company is not subject to or party to any jointventure, partnership or other arrangement or Contract which is treated as apartnership for Federal income tax purposes.  Any tax-sharing agreementbetween the Company and any other Person shall terminate as of the Closing Dateand any such tax-sharing agreement is fully disclosed on Schedule 2.16 hereto.

(g)         Accounting Method Adjustments. Except as disclosed on Schedule 2.16, the Company will not be required torecognize after the Closing Date any taxable income in respect of accountingmethod adjustments required to be made under any Regulation relating to Taxes,including without limitation, the Tax Reform Act of 1986 and the Revenue Act of1987.

(h)         Tax Exemptions.  None of theassets of the Company constitutes tax-exempt bond financed property ortax-exempt use property within the meaning of Section 168 of the IRC, and the 

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Company is not subject toa lease, safe harbor lease or other arrangement as a result of which theCompany is treated as the owner of leased property for Federal income taxpurposes.

(i)           Tax Return Reviews.  An accurateand complete description of the most recent review, if any, of the Tax Returnsof the Company by the IRS or any other taxing Authority is set forth onSchedule 2.16.

(j)           Power of Attorney.  Except asset forth on Schedule 2.16 hereto, no power of attorney has been granted by theCompany with respect to any matter, including, without limitation, the paymentof Taxes, which is currently in force.

(k)          True and Complete Copies.  TheSellers and the Company have delivered to the Purchaser true and completecopies of all Tax Returns filed by the Company with respect to its 2003, 2004and 2005 fiscal years.

Section 2.17           Bank and Brokerage Accounts. Set forth on Schedule 2.17 hereto is a list of all of the bank and brokerageaccounts maintained by the Company and the authorized signatories for each suchaccount.

Section 2.18           Compliance with Applicable Laws,Regulations and Orders.  Except as set forth on Schedule 2.18, theCompany has been and is presently in material compliance with all laws,ordinances, codes, rules, Regulations and Orders applicable to the conduct ofits Business, including, without limitation, all laws and Regulations relatingto health, sanitation, fire, zoning, building and occupational safety andcompliance with the Communications Assistance for Law Enforcement Act of 1994,as amended (“CALEA”).

## Section 2.19           Employee Benefit Plans.

### (a)           Set forth on Schedule 2.19 hereto isa true and complete list of:

#### (i)            each employee pension benefit plan,as defined in Section 3(2) of the Employee Retirement Income Security Act of1974 (“**ERISA**”),maintained by the Company or to which the Company or the Sellers are requiredto make contributions (“**Pension Benefit Plan**”);and

#### (ii)           each employee welfare benefit plan,as defined in Section 3(1) of ERISA, maintained by the Company or to which theCompany or the Sellers are required to make contributions (“**Welfare Benefit Plan**”).

True and complete copiesof all Pension Benefit Plans and Welfare Benefit Plans (collectively, “**ERISA Plans**”) have been delivered toPurchaser together with, as applicable with respect to each such ERISA Plan,trust agreements, summary plan descriptions, all IRS determination letters orapplications therefor with respect to any Pension Benefit Plan intended to bequalified pursuant to Section 401(a) of the Internal Revenue Code of 1986, asamended (the “**Code**”), andvaluation or actuarial reports, accountant’s opinions, financial statements,IRS Form 5500s (or 5500-C or 5500-R) and summary annual reports for the lastthree years.

### (b)           With respect to theERISA Plans, except as set forth on Schedule 2.19:

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(i)            thereis no ERISA Plan which is a “multi-employer” plan as that term is defined inSection 3(37) of ERISA (“Multi-employer Plan”);

#### (ii)           no event has occurred or (to theknowledge of the Sellers or Company) is threatened or about to occur whichwould constitute a prohibited transaction under Section 406 of ERISA or underSection 4975 of the Code;

#### (iii)          each ERISA Plan has operated since itsinception in accordance with the reporting and disclosure requirements imposedunder ERISA and the Code and has timely filed Form 5500 (or 5500-C or 5500-R)and predecessors thereof; and

#### (iv)          no ERISA Plan is liable for anyFederal, state, local or foreign Taxes.

### (c)           Each Pension Benefit Plan intended tobe qualified under Section 401(a) of the Code:

#### (i)            has been qualified, from itsinception, under Section 401(a) of the Code, and the trust establishedthereunder has been exempt from taxation under Section 501(a) of the Code andis currently in compliance with applicable Federal laws;

#### (ii)           has been operated, since itsinception, in accordance with its terms and there exists no fact which wouldadversely affect its qualified status; and

#### (iii)          is not currently under investigation,audit or review by the IRS and (to the knowledge of the Sellers or Company) nosuch action is contemplated or under consideration and the IRS has not assertedthat any Pension Benefit Plan is not qualified under Section 401(a) of the Codeor that any trust established under a Pension Benefit Plan is not exempt underSection 501(a) of the Code.

### (d)           With respect to each Pension BenefitPlan which is a defined benefit plan under Section 414(j) and each definedcontribution plan under Section 414(i) of the Code:

#### (i)            no liability to the Pension BenefitGuaranty Corporation (“**PBGC**”)under Sections 4062-4064 of ERISA has been incurred by the Company since theeffective date of ERISA and all premiums due and owing to the PBGC have beentimely paid;

#### (ii)           the PBGC has not notified the Companyor any Pension Benefit Plan of the commencement of proceedings under Section4042 of ERISA to terminate any such plan;

#### (iii)          no event has occurred since theinception of any Pension Benefit Plan or (to the knowledge of the Sellers orCompany) is threatened or about to occur which would constitute a reportableevent within the meaning of Section 4043(b) of ERISA;

#### (iv)          No Pension Benefit Plan ever hasincurred any “**accumulated fundingdeficiency**” (as defined in Section 302 of ERISA and Section 412 ofthe Code); and

#### (v)           if any of such Pension Benefit Planswere to be terminated on the Closing Date (A) no liability under Title IV ofERISA would be incurred by the Company and (B) all benefits accrued to the dayprior to the Closing Date (whether or not vested) would be fully funded inaccordance with the actuarial assumptions and method utilized by such plan forvaluation purposes.

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### (e)           With respect to each Pension BenefitPlan, Schedule 2.19 contains a list of all Pension Benefit Plans to which ERISAhas applied which have been or are being terminated, or for which a terminationis contemplated, and a description of the actions taken by the PBGC and the IRSwith respect thereto.

### (f)            The aggregate of the amounts ofcontributions by the Company to be paid or accrued under Pension Benefit Plansis not expected to exceed $0 for the 2006 fiscal year, all of which has been orwill be properly accrued or reserved for on the Financial Statements andUnaudited Financial Statements.  To the extent required in accordance withGAAP, the Company’s Financial Statements reflect in the aggregate an accrual ofall amounts of employer contributions accrued but unpaid by the Company underthe ERISA Plans as of the date of the Financial Statements.

### (g)           With respect to any Multi-employerPlan (1) the Company has not, since its formation, made or suffered a “completewithdrawal” or “partial withdrawal” as such terms are respectively defined inSections 4203 and 4205 of ERISA; (2) there is no withdrawal liability of theCompany under any Multi-employer Plan, computed as if a “**complete withdrawal**” by the Company had occurred under eachsuch Plan as of December 31, 2005; and (3) the Company has not received noticeto the effect that any Multi-employer Plan is either in reorganization (asdefined in Section 4241 of ERISA) or insolvent (as defined in Section 4245 ofERISA).

### (h)           With respect to the Welfare BenefitPlans:

#### (i)            There are no liabilities of theCompany under Welfare Benefit Plans with respect to any condition which relatesto a claim filed on or before the Closing Date.

#### (ii)           No claims for benefits are in disputeor in litigation.

### (i)            Set forth on Schedule 2.19 hereto isa true and complete list of:

#### (i)            each employee stock purchase,employee stock option, employee stock ownership, deferred compensation,performance, bonus, incentive, vacation pay, holiday pay, insurance, severance,retirement, excess benefit or other plan, trust or arrangement which is not anERISA Plan whether written or oral, which the Company maintains or is requiredto make contributions to; and

#### (ii)           each other agreement, arrangement,commitment and understanding of any kind, whether written or oral, with anycurrent or former employee, officer, director or consultant of the Companypursuant to which payments may be required to be made at any time following thedate hereof (including, without limitation, any employment, deferredcompensation, severance, supplemental pension, termination or consultingagreement or arrangement).

### (j)            True and complete copies of all ofthe written plans, arrangements and agreements referred to on Schedule 2.19 (“**Compensation Commitments**”) have been provided to Purchasertogether with, where prepared by or for the Company, any valuation, actuarialor accountant’s opinion or other financial reports with respect to eachCompensation Commitment for the last three

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### years.  An accurate andcomplete written summary has been provided to Purchaser with respect to anyCompensation Commitment which is unwritten.

### (k)           Each Compensation Commitment:

#### (i)            since its inception, has beenimplemented in all material respects in accordance with its terms;

#### (ii)           is not currently under investigation,audit or review by the IRS or any other Federal or state agency and (to theknowledge of the Sellers and Company) no such action is contemplated or underconsideration;

#### (iii)          has no liability for any Federal,state, local or foreign Taxes;

#### (iv)          has no claims subject to dispute orlitigation;

#### (v)           has met all applicable requirements,if any, of the Code; and

#### (vi)          has been implemented since itsinception in material compliance with the reporting and disclosure requirementsimposed under ERISA and the Code.

Section 2.20           Intellectual Property. Schedule 2.20 sets forth a complete and accurate list of the Proprietary Rightsowned or used by the Company, including any and all tradenames, d/b/a’s andbrands.  The Company has no written documents or oral arrangementsrelating to the Company’s ownership or use of the Proprietary Rights other thanas listed on Schedule 2.20. No other Person has any rights to such ProprietaryRights, except pursuant to agreements or licenses specified on Schedule 2.20.To the Sellers’ and Company’s knowledge, no other Person is infringing,violating or misappropriating any such Proprietary Right.  If necessary,the Company owns or holds valid licenses to use all Proprietary Rights used inthe operation of its business as presently conducted and proposed to beconducted, with all such licenses being specified on Schedule 2.20.  Also attached to Schedule 2.20 is a sample ofcustomer marketing materials currently used in the Business.

Section 2.21           Environmental Matters. The Company has obtained all Environmental Permits required in connection withthe operation of its business.  The Company is and has been, and is capableof continuing to be, in compliance in all respects with (i) the terms andconditions of all such Environmental Permits and (ii) all other limitations,restrictions, conditions, standards, prohibitions, requirements, obligations,schedules and timetables of any applicable Environmental Law or Regulation,Order, code, plan, decree, judgment, injunction or demand letter issued,entered, promulgated or approved thereunder.  The Company currentlypossesses and maintains such Environmental Permits in its name, and noamendments or modifications to such Environmental Permits or filings with anypermitting Authority are required to permit the acquisition of the Shares ascontemplated hereby.  In addition, except as set forth on Schedule 2.21:

(a)           Generally.  No notice,notification, demand, request for information, citation, summons or Order hasbeen issued, no complaint has been filed, no penalty has been assessed and noinvestigation or review is pending or, to the Sellers’ and Company’s knowledge,threatened by any Authority or other entity with respect to the Companyrelating to any Environmental Permit, license or authorization required inconnection with the conduct of the business of the Company or with respect to 

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the generation,treatment, storage, recycling, transportation, disposal or Release of anysubstance regulated under Environmental Laws (“**Hazardous Materials**”).

### (b)           Property.

#### (i)            The Company has not handled, storedor used any Hazardous Material on any property now or previously owned orleased by the Company.

#### (ii)           No PCB or asbestos is or has beenpresent at any property now or previously owned or leased by the Company.

#### (iii)          There are no underground storage tanksfor Hazardous Materials, active or abandoned, at any property now or previouslyowned or leased by the Company.

#### (iv)          There has been no Release of HazardousMaterials at, on or under any property now or previously owned or leased by theCompany.

(c)           Transportation.  The Company hasnot (i) transported or arranged for the transportation of any HazardousMaterial to any location which is listed on the National Priorities List underthe Comprehensive Environmental Response, Compensation and Liability Act of1980, as amended “**CERCLA**”), listedfor possible inclusion on the National Priorities List by the EnvironmentalProtection Agency in the Comprehensive Environmental Response and LiabilityInformation System (“**CERCLIS**”) oron any similar state list or which is the subject of Federal, state or localenforcement actions or other investigations or (ii) stored, treated,transported or disposed, or arranged for storage, treatment, transport ordisposal of any Hazardous Materials, other than in compliance withEnvironmental Law.

(d)           Notification of Release.  Nooral or written notification of a Release of a Hazardous Material has beenfiled by or on behalf of the Company, and no property now or previously ownedor leased by the Company is listed or proposed for listing on the NationalPriorities List under CERCLA, on CERCLIS or on any similar state list of sitesrequiring investigation or clean-up.

(e)           Liens.  There are no Liensarising under or pursuant to any Environmental Laws on any of the real propertyowned or leased by the Company, and no government actions have been taken orare threatened which could subject any of such properties to such Liens. The Company is not required to place any notice or restriction relating to thepresence of Hazardous Materials at any property owned by it in any deed to suchproperty.

(f)            Site Assessments.  Except asset forth on Schedule 2.21, there have been no Phase I or Phase IIenvironmental site assessments conducted by or which are in the possession ofthe Sellers or the Company in relation to any property or facility now orpreviously owned or leased by the Company.

## Section 2.22           Capital Expenditures andInvestments.  The Company has no outstanding Contracts or commitmentsfor capital expenditures and investments, except as set forth on Schedule 2.22attached hereto, which Schedule includes a list of all disbursements on accountof capital expenditures and investments by the Company since December 31,2005.  There has been no order or ruling from the MoPSC or any otherregulatory body and none is threatened or expected by the Company requiring or 

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## recommending that the Companyundertake any capital expenditures or investments.  Attached to Schedule2.22 are copies of the Company’s 2006 and 2007 fiscal years capitalexpenditures budgets (by project) and, with respect to the 2006 budget, acomparison of the actual expenditures to budget (by project) year to date.

## Section 2.23           Dealings with Affiliates. Schedule 2.23 sets forth a complete and accurate list of all oral or writtenContracts between the Company and any one or more of its Affiliates, includingbut not limited to UPN.  Except as set forth on Schedule 2.23, sinceDecember 31, 2005 the Company has not made any payments, loaned any funds orproperty or made any credit arrangement with any Affiliate (including UPN) oremployee except for the payment of employee salaries in the ordinary course ofbusiness.

Section 2.24           Insurance.  The Companycurrently is covered by insurance policies which provide for coverages that areusual and customary as to amount and scope in the business of theCompany.  Descriptions of all such policies, including the names of theinsurer and the insured, the amount of premiums, and the types and amounts ofcoverage, are set forth on Schedule 2.24. All of such policies are in fullforce and effect, all premiums with respect thereto have been paid or accruedtherefor, and no notice of cancellation or termination has been received withrespect to any such policy.  Such policies are sufficient for compliancewith (i) all applicable Regulations and (ii) all Contracts to which the Companyis a party.  The Company has not breached or otherwise failed to performits obligations under any of such policies, nor has the Company received anyadverse notice from any of the insurers party to such policies with respect toany alleged breach or failure in connection with any of such policies whichwould have a Material Adverse Effect on the Company.  Such policies willnot terminate or lapse by reason of the execution and delivery of thisAgreement or the consummation of the transactions contemplated hereby. Except as set forth on Schedule 2.24, there are no pending or, to the Sellers’or Company’s knowledge, threatened claims under any policy relating to theCompany.  Also set forth on Schedule 2.24 is a true and complete listingof any and all claims made by the Company under any policy since October 3,2003.

Section 2.25           Commissions.  Except asset forth on Schedule 2.25 hereto, there are and will be no claims forbrokerage commissions, finder’s fees, fees for fairness opinions or financialadvisory services or similar compensation in connection with the transactionscontemplated by this Agreement based on any arrangement or agreement made by oron behalf of the Sellers, the Company, or any of their Affiliates(collectively, “**Commissions**”). Any and all such Commissions shall be paid solely by the Sellers, and not byUCS, ExOp or the Purchaser.

Section 2.26           Permits and Reports. Schedule 2.26 hereto sets forth a list of all permits, licenses, registrations,certificates, franchises, Orders, approvals or other authorizations from anyAuthority or other Person including, without limitation, the FCC and theMoPSC  and any municipalities (“**Permits**”) issued to or held by the Companyin connection with its operations or the Business. Such Permits are the onlyPermits that are required for the Company to conduct its business as presentlyconducted and proposed to be conducted.  Each such Permit is in full forceand effect, and the Company has not received notice that any suspension,cancellation or modification of the terms of any such Permit isthreatened.  The Company is in full compliance with the terms of each suchPermit, and each of the Company and the Sellers are not aware of any reason notset forth in said Permit why any such Permit would not be renewed, uponsubstantially the same terms as currently exist, upon expiration of suchPermit.  Except to the extent set forth on Schedule 2.26 hereto, no otherPerson is currently operating or providing telecommunications, data, or videoservices within the Business’ Market and, to the Sellers’ 

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and Company’s knowledge,no Person is anticipating or contemplating doing so.  Except as set forthon Schedule 2.26, no authorization, consent or notification of or filing withany Authority is necessary in connection with the execution and delivery ofthis Agreement and the consummation of the transactions contemplated hereby,and each Permit issued to or held by the Company will continue in full forceand effect following the Closing Date.  Except as set forth on Schedule2.26, (i) all returns, reports, applications, statements and other documentsrequired to be filed by the Company with the FCC, the MoPSC and any otherregulatory or governmental authority or municipality (including taxingauthorities) with respect to the Business on or before the date hereof havebeen duly filed or properly extended as permitted by law (details of suchextensions, if any, are set forth on Schedule 2.26 hereto) and are true andcomplete in all material respects, and (ii) all reporting requirements of theFCC, the MoPSC and other regulatory or governmental authorities ormunicipalities (including taxing authorities) having jurisdiction thereof havebeen complied with in all material respects.  A listing of all returns,reports, applications, statements and other documents which are unique to theBusiness and which were filed by the Company within the past three (3) yearswith the FCC, the MoPSC and any other regulatory or governmental authority(including taxing authorities) or municipality is attached hereto as Schedule2.26; true and complete copies of all such returns, reports, applications,statements and other documents set forth on Schedule 2.26 have been previouslyprovided to the Purchaser by the Sellers.

Section 2.27           Receivables.  All accounts and notes receivable reflectedon the Financial and Unaudited Financial Statements and all of Company’saccounts, notes and payments receivable existing as of the Closing Date (a) arevalid and genuine; (b) have arisen solely out of bonafide sales and deliveranceof goods, performance of services and other business transactions in theordinary course of business of Company consistent with past practices; (c) arenot subject to valid defenses, set-offs or counterclaims; (d) are subject onlyto a reserve for bad debts, computed in accordance with GAAP consistentlyapplied; (e) have been billed and are generally due within thirty (30) daysafter such billing; and (f) are current and collectible at the amounts shown,not of reserve for bad debts.

Section 2.28           Absence of Undisclosed Liabilities. The Company does not have any liability of any nature whatsoever (whether knownor unknown, due or to become due, accrued, absolute, contingent or otherwise),including, without limitation, any unfunded obligation under employee benefitplans or arrangements as described in Section 2.19 hereof or liabilities forTaxes (as defined in Section 2.16 hereof) or liabilities for under-reporting,under-billing or under-collection of revenues or underpayment of revenues to athird party or liabilities relating to investments or subsidiaries or UPN,except for (i) liabilities stated or reserved against in the FinancialStatements, (ii) current liabilities incurred in the ordinary course ofbusiness and consistent with past practice after the date of the FinancialStatements which, individually and in the aggregate, do not have, and cannotreasonably be expected to have, a Material Adverse Effect, and (iii)liabilities disclosed on Schedule 2.28 hereto.  All obligations andliabilities relating in any way to the Company’s investments and subsidiaries(including future capital contributions or guaranty commitments) are set forthon Schedule 2.4 hereto, setting forth the maximum amount of the Company’spotential obligations and the expected payment schedule therefor.  TheCompany is not a party to any Contract, or subject to any articles ofincorporation or bylaw provision, any other corporate limitation or any legalrequirement which has, or can reasonably be expected to have, a MaterialAdverse Effect.  Any and all long-term obligations and liabilities of theCompany as of the date hereof are set forth on Schedule 2.28 hereto.

Section 2.29           Disclosure.  Neither thisAgreement nor any of the attachments, Schedules, Exhibits, written statements,documents, certificates or other items prepared for or supplied to thePurchaser by or on behalf of the Sellers or the Company with respect to thetransactions contemplated 

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hereby contains anyuntrue statement of a material fact or omits any material fact necessary tomake each statement contained herein or therein not misleading.

**ARTICLE III**

**REPRESENTATIONSAND WARRANTIES OF THE PURCHASER**

The Purchaser herebyrepresents and warrants to the Sellers as follows:

Section 3.1             Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in goodstanding under the laws of its jurisdiction of incorporation, with fullcorporate power and authority to own, operate and lease its properties and toconduct its business as presently conducted and proposed to be conducted. The Purchaser is qualified to do business and is in good standing in everyjurisdiction in which the conduct of its business, the ownership or lease ofits properties, or the execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby requires it to be soqualified.

Section 3.2             Authorization.  Exceptfor the receipt of approval from its Board of Directors, the Purchaser has fullcorporate power and authority to execute and deliver this Agreement and toconsummate the transactions contemplated hereby.  It is anticipated thatthe Board of Directors of the Purchaser will have duly authorized theexecution, delivery and performance of this Agreement prior to Closing and noother corporate proceedings on its part are necessary to authorize theexecution, delivery and performance of this Agreement and the consummation ofthe transactions contemplated hereby.  This Agreement constitutes a legal,valid and binding obligation of the Purchaser enforceable against the Purchaserin accordance with its terms, subject to equitable considerations and theeffect of bankruptcy and other laws affecting the rights of creditorsgenerally.

Section 3.3             No Violation.  Exceptas set forth on Schedule 3.3 hereto, the execution, delivery and performance ofthis Agreement and the consummation of the transactions contemplated hereby bythe Purchaser do not and will not (a) conflict with or result in a breach ofthe terms, conditions or provisions of, (b) constitute a default or event ofdefault under (with due notice, lapse of time or both), (c) result in thecreation of any Lien upon the Purchaser or its capital stock (except upon theShares as part of Purchaser’s financing of this transaction) or assets pursuantto, (d) give any third party the right to accelerate any obligation under, (e)result in a violation of, or (f) require any authorization, consent, approval,exemption or other action by, or notice to, any Person pursuant to the charteror bylaws of the Purchaser, any applicable Regulation (including, withoutlimitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976), anyOrder to which the Purchaser is subject or any Contract to which the Purchaseror any of its properties are subject.  The Purchaser has complied with allapplicable Regulations and Orders in connection with the execution, deliveryand performance of this Agreement and the transactions contemplated hereby,subject to the requirements which are conditions to the Closing.

Section 3.4             Investment Intent.  ThePurchaser represents and warrants to the Sellers that it is purchasing theShares for investment purposes and not with a view to distribution thereof andagrees that it shall not make any sale, transfer, or other disposition of theShares in violation of the Securities Act of 1933, as amended, or theRegulations thereunder or under any other applicable securities laws.

 

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**ARTICLE IV**

**COVENANTS OF THESELLERS AND THE COMPANY**

Subject to the provisionsof Section 4.14 hereof, from and after December 31, 2005 until the ClosingDate, each of the Sellers and the Company agree that they shall have acted andshall act, or refrain from acting where so required, to comply (and in the caseof the Sellers, to cause the Company to comply) with the following:

## Section 4.1             Regular Course of Business.

(a)           Generally.  Unless the expresswritten consent of the Purchaser (by the Executive Vice President, CorporateDevelopment only) is obtained, the Company shall operate its businessdiligently and in good faith, consistent with past management practices, shallmaintain all of its properties in customary repair, order and condition, shallmaintain (except for expiration due to lapse of time or cancellation by anotherparty pursuant to the terms thereof) in the ordinary course of business allleases and Contracts in effect without change except as expressly providedherein and shall comply with the provisions of all Regulations, Orders andPermits applicable to the Company and the conduct of its business.  TheCompany shall maintain its financial and accounting records in a mannerconsistent with that employed at December 31, 2005.

(b)           Compensation.  Unless theexpress written consent of the Purchaser (by the Executive Vice President,Corporate Development only) is obtained, the Company shall not hire anyemployee and shall not grant any increase in the compensation of any employee,officer, board member, consultant or independent contractor.

(c)           Insurance.  The Company shallmaintain current its insurance policies with the coverage and in the amountsset forth on Schedule 2.24.

(d)           Claims.  The Company shallpromptly notify the Purchaser of any Claims that may be commenced against it,as well as of any threatened, suspected or expected Claims of which the Companyor the Sellers may be aware.

(e)           Supplement.  From time to timeprior to the Closing Date, the Sellers shall promptly notify the Purchaser ofany changes with respect to the information set forth in this Agreement or theSchedules hereto and of any matters hereafter arising which, if in existence atthe date hereof, would have been required to be set forth in this Agreement orthe Schedules hereto.

### (f)            Subscribers.  The Company shall continue to increase itsnet subscribers count consistent with its past practices and in goodfaith.  Marketing efforts and/orpromotional offers not in the ordinary course must first be approved byPurchaser.

Section 4.2             Amendments.  No changeor amendment shall be made to the charter or bylaws of the Company, and theCompany shall not merge into or consolidate with any other Person or change thecharacter of its Business.

Section 4.3             Capital Changes.  TheCompany shall not issue, sell, purchase or redeem any Shares of its capitalstock of any class or issue or sell any securities convertible into, oroptions, warrants 

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or other rights tosubscribe for, any Shares of its capital stock.  The Company shall notpledge or otherwise encumber any Shares of its capital stock, nor shall theCompany allow the transfer of any Shares of its capital stock on its stocktransfer ledger or other books and records.

Section 4.4             Dividends.  Other thancash amounts distributed to the Sellers prior to the Closing, the Company shallnot declare, pay or set aside for payment any dividend or other distribution inrespect of its capital stock.

Section 4.5             Capital Expenditures;Transactions with Affiliates.  The Company shall not make any capitalexpenditures, or commitments with respect thereto, except as provided onSchedule 2.22.  Further, the Company shall make expenditures consistentwith the amount and timing of the details of the 2006 fiscal year budget setforth on Schedule 2.22.    Other than intercompany loans in theordinary course of business, the Company shall not make or accept any loan oradvance to or from any of its Affiliates or to or from any Affiliates of theSellers.

Section 4.6             Borrowing.  The Companyshall not incur, assume or guarantee any indebtedness or obligation notreflected on the Financial Statements, except for amounts not to exceed tenthousand dollars ($10,000.00) in the ordinary course of business. Further, the Company shall not incur, assume or guarantee any indebtedness orobligation of any of its subsidiaries or investments.

Section 4.7             Property.  Other thancash amounts distributed to the Sellers prior to the Closing, the Company shallnot sell, transfer, or dispose of any of its assets and properties, other thanin the ordinary course of business, or allow any of its assets and propertiesto become subject to a Lien.

Section 4.8             Other Commitments. Except as set forth in this Agreement or permitted in writing by the Purchaserfrom and after the date hereof, the Company shall not enter into anytransaction, make any commitment or incur any obligation other than in theordinary course of business.

Section 4.9             Interim Financial Information,Investment K-1s.  From and after the date hereof, the Company shall supplythe Purchaser with a copy of its internal monthly Unaudited FinancialStatements within twenty (20) days after the end of each month.  Further, the Company shall provide thePurchaser with any and all financial statements, K-1s and/or reports receivedwith respect to investments set forth on Schedule 2.4 hereto promptly followingreceipt thereof by the Company or the Sellers.

Section 4.10           Consents and Authorizations. The Sellers and the Company shall, promptly after the date hereof, commenceefforts to obtain the consents, waivers and authorizations listed on Schedules2.3 and 2.26 hereto.  The Sellers and the Company shall diligently pursueand use their reasonable efforts to obtain such consents, waivers andauthorizations as promptly as practicable prior to the Closing Date.

Section 4.11           Access.  Each of theSellers and the Company shall afford to the Purchaser and its counsel,accountants, agents and other authorized representatives and to financialinstitutions specified by the Purchaser reasonable access during business hoursto the Company’s employees, plants, properties, books and records in order thatthe Purchaser may have full opportunity to make such reasonable investigationsas it shall desire to make of the property, condition and affairs of theCompany.  Such investigations may includebut shall not be limited to environmental testing, employee interviews andreview of the Company’s books and records by Purchaser’s internal accountingstaff and independent certified accountants.  The Company shall cause itsofficers, employees and auditors to 

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furnish such additionalfinancial and operating data and other information as the Purchaser or itslender shall from time to time reasonably request.

Section 4.12           Notice of Transfer.  Eachof the Sellers and the Company shall cooperate in providing any requirednotices to the appropriate Authority regarding any issues of ownership orcontrol or change thereof (including, without limitation, any such issuesrelating to the Permits).

Section 4.13           Payment of Stamp Tax. All transfer (including any real estate transfer tax), documentary, sales, use,stamp, registration and other such Taxes and fees (including any penalties andinterest) incurred in connection with this Agreement shall be borne by theSellers when due, and the Sellers will file on a timely basis all necessary TaxReturns and other documentation with respect to all such transfer, documentary,sales, use, stamp, registration and other Taxes and fees, and, if required byapplicable Regulation, will, and will cause its Affiliates to, join in theexecution of any such Tax Returns and other documentation.

Section 4.14           Disclosure.  To theextent the Company shall have taken any actions contrary to any of thecovenants set forth in this Article IV, from and after December 31, 2005 andprior to the date hereof, such actions are set forth on Schedule 4.14hereto.  From and after the date hereof, the Company shall not take anyactions contrary to any of the covenants set forth in this Article IV without theprior written consent of the Purchaser (by the Executive Vice President,Corporate Development only), which consent shall not be unreasonably withheld.

## Section 4.15           RevisedFinancial Statements.  The Sellersshall cause to be prepared and reviewed by Mize, Houser & Company,independent auditors for the Company balance sheets of ExOp as of December 31,2004 and December 31, 2005 and the related Statements of income, cash flow andretained earnings for the fiscal year reporting periods then ended, with allnotes and schedules thereto, which have excluded the operations, expenses andrevenues of UPN.  Such financialstatements shall be delivered to Purchaser no later than June 15, 2006.

Section 4.16           Cooperation with Purchaser. Each of the Sellers and the Company shall cooperate with Purchaser as shall benecessary for Purchaser to consummate this transaction and to obtain financingtherefor, including giving access to the Company’s properties and businessrecords as shall be necessary for Purchaser to, among other things, obtainsurveys of the real property, a title commitment with respect to the realproperty and/or environmental assessments.

**ARTICLE V**

**COVENANTS OF THEPURCHASER**

Section 5.1             Consents and Authorizations. The Purchaser shall, promptly after the date hereof, commence reasonableefforts to obtain the consents, waivers and authorizations listed on Schedule3.3. The Purchaser shall diligently pursue and use its best efforts to obtainsuch consents, waivers and authorizations as promptly as practicable prior tothe Closing Date.  Purchaser shall manage the process of obtaining, withthe Sellers and the Company’s assistance, all government consents and approvalsrequired to carry out the transactions contemplated by this Agreement.

Section 5.2             Collocation and Services.  Subject to Section 7.17 hereof, the Purchasershall allow: for a period of one year from the Closing Date, UPN, at cost, tostore inventory at ExOp’s storage 

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yard (Purchaser shallhave no liability for any such inventory; UPN shall insure such inventory atits expense); for a period of two years from the Closing Date, UPN, at cost, acollocation and Internet access arrangement for equipment placement and sharingof the Internet drain at the Kearney, Missouri location, and for a period ofone year from the Closing Date, UPN, at cost, billing services to be providedto UPN by ExOp.

## Section 5.3             Office Space.  Subject to Section 7.17 hereof, for a periodof six months from the Closing Date, Purchaser shall provide UPN office spacefor two UPN employees so long as such employees do not disrupt the operationsof the Business.

## Section 5.4             Cooperation with Sellers and theCompany.** **Purchaser shall cooperate with Sellers and the Company asshall be necessary for Sellers and the Company to consummate this transaction.

**ARTICLE VI**

**OTHER AGREEMENTS**

The parties heretofurther agree as follows:

Section 6.1             Agreement to Defend. In the event any claim of the nature specified in Section 7.4 or Section 8.3hereof is commenced, whether before or after the Closing Date, the partieshereto agree to cooperate and use all reasonable efforts to defend against andrespond thereto.

Section 6.2             Further Assurances.  Onthe terms and subject to the conditions of this Agreement, the parties heretoshall use all reasonable efforts at their own expense to take, or cause to betaken, all action, and to do, or cause to be done, all things necessary, properor advisable under applicable Regulations to consummate and make effective aspromptly as possible the transactions contemplated by this Agreement, and tocooperate with each other in connection with the foregoing, including, withoutlimitation, using all reasonable efforts (a) to obtain all necessary waivers,consents and approvals from other parties to loan agreements, leases, mortgagesand other Contracts, (b) to obtain all necessary consents, approvals andauthorizations as are required to be obtained under any Regulations or inconnection with any Permits, (c) to lift or rescind any injunction orrestraining order or other Order adversely affecting the ability of the partiesto consummate the transactions contemplated hereby and (d) to fulfill allconditions to the obligations of the parties under this Agreement.  Eachof the parties hereto further covenants and agrees that it shall use allreasonable efforts to prevent a threatened or pending preliminary or permanentinjunction or other Order.

Section 6.3             Consents.  Withoutlimiting the generality of Section 6.2, each of the parties hereto shall useall reasonable efforts to obtain all waivers, Permits, authorizations, consentsand approvals of, or notice to, all Persons and Authorities necessary, properor advisable in connection with the consummation of the transactionscontemplated by this Agreement prior to the Closing Date.

Section 6.4             No Solicitation or Negotiation. Unless and until this Agreement is terminated, neither the Sellers nor theCompany shall, and each shall use best efforts to cause its Affiliates, and thedirectors, officers, employees, representatives, agents, advisors, accountants,shareholders and attorneys of each of them, not to initiate or solicit,directly or indirectly, any inquiries or the making of any proposal withrespect to, or engage in negotiations concerning, or provide any confidentialinformation 

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or data to any Personwith respect to, or have any discussions with any Person relating to, anyacquisition, business combination or purchase of all or any significant assetof, or any equity interest in, directly or indirectly, the Company, orotherwise facilitate any effort or attempt to do or seek any of the foregoingand shall immediately cease and cause to be terminated any existing activities,discussions or negotiations with any parties conducted heretofore with respectto any of the foregoing.

Section 6.5             No Termination of theObligations by Subsequent Dissolution.  Each of the parties heretospecifically agrees that its obligations hereunder, including, withoutlimitation, obligations pursuant to this Article VI, shall not be terminated bythe dissolution of such party, whether by operation of law, Regulations orotherwise.

Section 6.6             Public Announcements. Prior to the Closing Date, no party hereto nor any Affiliate, representative orshareholder of such party, shall disclose any of the terms of this Agreement toany third party, except as required by law or in connection with a securitiesfiling or to obtain the consents, waivers and authorizations listed onSchedules 2.3, 2.26 and 3.3 or in connection with the Purchaser’s financing ofthe transactions contemplated hereby, without the other parties’ prior writtenconsent.  Prior to the Closing Date, the form, content and timing of allpress releases, public announcements or publicity statements (but excludingdisclosures necessitated by any securities filing) with respect to thisAgreement and the transactions contemplated hereby shall be subject to theprior approval of both the Sellers and the Purchaser, which approval shall notbe unreasonably withheld; provided, however, that either party may withholdsuch approval in its sole discretion with respect to any of the foregoing(other than disclosures necessitated by any securities filing) which disclosesany of the financial terms of this transaction.  Prior to the Closing Date,no press releases, public announcements or publicity statements (other than asrequired by law or in connection with any securities filing) shall be releasedby either party without such prior mutual agreement.  Notwithstanding theforegoing, prior to the Closing Date, except as otherwise required by law or inconnection with a securities filing, no party hereto will disclose the PurchasePrice or the manner in which the Purchase Price is calculated, without theprior written consent of the Purchaser and the Sellers.  Additionally, theparties agree that the Company may, following the execution of this Agreement,announce the existence of the pending sale transaction contemplated by thisAgreement to the Company’s employees.  The Purchaser shall, at the requestof the Sellers and the Company, participate in any such announcement to theCompany’s employees as the Sellers and the Company determine appropriate.

## Section 6.7             Records and Information.

(a)           Retention of Records.  Except asotherwise required by Regulation or agreed to in writing, the Sellers and thePurchaser shall each retain, and shall cause their respective Affiliates toretain, for a period of at least seven (7) years, or the period required byapplicable Regulation, following the Closing Date, all records, books,contracts, instruments, computer data and other data and information(collectively, “**Information**”)relating to the Company.

(b)           Access to Information.  From andafter the Closing Date, the Sellers shall afford to the Purchaser and itsauthorized accountants, counsel and other designated representatives reasonableaccess (including using reasonable efforts to give access to Persons or firmspossessing Information) and duplicating rights during normal business hours toall Information within the Sellers’ possession relating to the Company, insofaras such access is reasonably required by the Purchaser.  Similarly, thePurchaser shall afford to the Sellers and their authorized accountants,counsel, and other designated representatives reasonable access (includingreasonable efforts to give access to Persons or firms 

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possessing Information)and duplicating rights during normal business hours to Information within thePurchaser’s possession relating to the Company or its business as conductedprior to the Closing Date, insofar as such access is reasonably required by theSellers.

(c)           Delivery of Corporate Records. The Sellers shall arrange, as soon as practicable following the Closing Date,to the extent not previously delivered in connection with the transactionscontemplated herein, for transportation at the Sellers’ cost to the Purchaserof the records in the Sellers’ possession (or in the possession of arepresentative of Sellers) relating to the Company, including, withoutlimitation, the corporate minute books, stock ledgers and certificates andcorporate seals of the Company, and all Contracts and litigation files relatingto the Company, except to the extent (i) such items are already in thepossession of the Purchaser or the Company or (ii) it is necessary orappropriate for the Sellers to retain such records for use in preparation ofTax Returns under the provisions hereof.  The Sellers may make and retaincopies of all or any of such records or documents at the Sellers’ expense.

(d)           Witnesses.  At all times fromand after the Closing Date, each of the Sellers and the Purchaser shall usereasonable efforts to make available to the other, upon written request, itsand its Affiliates’ officers, directors, employees and agents as witnesses tothe extent that such Persons may reasonably be required in connection with anylegal, administrative or other proceedings in which the requesting party mayfrom time to time be involved, at no cost; provided, however, that a partyproducing such witnesses shall be entitled to receive from the requestingparty, upon presentation therefor, payment for such out-of-pocket costs anddisbursements as may be reasonably incurred in producing such witnesses.

## Section 6.8             Insurance Policies and ClaimsAdministration.

(a)           Insurance Coverage Prior to theClosing Date.  The Sellers shall be responsible for the administration ofall claims under the Company’s insurance policies relating to periods prior tothe Closing Date.  If any claim is asserted against the Company relatingto periods prior to the Closing Date, the Sellers shall, if requested by thePurchaser, promptly assert and pursue coverage and payment for such claim withthe appropriate insurance carrier, and the Purchaser shall, and shall cause theCompany to, provide reasonable cooperation and assistance to Sellers inasserting and pursuing such coverage.  In particular, the Purchaser shall,upon request by Sellers, cause the Company to file all necessary claims andtake all such other action as may reasonably be requested by Sellers to pursuesuch coverage.  As between the Sellers, on the one hand, and the Purchaserand the Company, on the other hand, the Purchaser and the Company shall beentitled to recover all insurance proceeds with respect to any claim, except tothe extent the Sellers have previously provided indemnification therefor to thePurchaser or the Company under this Agreement.  If the Purchaser shallpursue coverage and payment for any claim relating to periods prior to theClosing Date on behalf of the Company, then the Sellers shall providereasonable cooperation and assistance to the Company and the Purchaser.

(b)           Insurance Coverage After the ClosingDate.  Each party shall be responsible for establishing and maintainingits own property and casualty insurance (including, without limitation, primaryand excess general liability, automobile, workers’ compensation, property,director and officer liability, fire, crime, surety and other similar insurancepolicies) for the activities and claims of such party and its Affiliates on andafter the Closing Date; provided, however, the Purchaser shall, if it sodesires, continue the Company’s policies in place as at the Closing Date andthe Sellers shall be obligated to obtain new insurance policies on any of theoperations and assets distributed to any of them 

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as Excluded Assets asprovided herein.  Further, Sellers shallbe responsible for obtaining insurance coverage for any equipment or personnelremaining on the Company’s premises after the Closing Dates but owned oremployed by UPN, as provided in Sections 5.2 and 5.3 hereof.

## Section 6.9             Other Tax Matters.

(a)           Tax Returns.  The Purchaser, theSellers, the Company and their successors shall cooperate in the preparation ofall Tax Returns and reports and shall make available all necessary records andtimely take all action necessary to allow for the preparation and filing of allTax Returns and reports.  Within ten (10) days following the Closing, theSellers shall deliver or shall cause to be delivered to the Purchaser allbooks, records, returns, schedules, work papers, and other documents (includingwithout limitation, appraisals and other background information) which are inthe possession of the Sellers or which are not on the Company premises, and whichrelate to any Taxes of the Company for any taxable period.  Prior to thedelivery of the materials described in the preceding sentence, the Sellersshall cooperate with the Purchaser in providing access to such materials as isreasonably required by the Purchaser.

The parties heretoagree that the Sellers shall prepare, and pay (but only to the extent not fullypaid or reserved against on the Financial Statements or the Unaudited FinancialStatements) all Taxes arising therefrom, all Tax Returns for the Company forthe periods on or before the Closing Date and for all Taxes arising as a resultof the transactions contemplated by this Agreement.  Upon mutual agreementbetween the Sellers and the Purchaser, the Company may prepare any suchrequired Tax Returns.  The Purchaser shall prepare, and pay all Taxesarising therefrom, all Tax Returns for the Company for the periods after theClosing Date.

(b)           Information.  The Purchaser andthe Sellers agree to furnish or cause to be furnished to each other, as promptlyas practicable, such information (including access to books and records) andassistance relating to the Company as is reasonably requested for the filing ofany Tax Return, in determining a Tax liability or right to refund, for thepreparation of any audit or other proceeding, and for the prosecution of anyclaim, suit or proceeding relating to a proposed Tax adjustment.  ThePurchaser and the Sellers shall cooperate with each other in the conduct of anyTax audit or other Tax proceedings involving the Company.  The partiesshall execute and deliver such powers of attorney and other documents as arereasonably requested to carry out the administration of the Tax provisions ofthis Agreement.

## Section 6.10           Cooperationwith SEC Filings.

### (a)           All parties understandthat Purchaser is a publicly-owned company and is subject to the reportingrequirements of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and may be required to include in its reports filed with the Securitiesand Exchange Commission (the “SEC”) pursuant to the Exchange Act, or in anyregistration statements it may file with the SEC pursuant to the Securities Actof 1933, as amended (the “Securities Act”):

#### (i)            certain reviewed consolidatedfinancial statements of Sellers;

#### (ii)           certain unaudited stub periodconsolidated financial statements of Sellers;

#### (iii)          certain pro forma financialinformation relating to Sellers; and

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#### (iv)          the consent(s) of the accountants whoreviewed Sellers’ financial statements to the inclusion of the reviewedfinancial statements in such reports or registration statements of Purchaser.

### (b)           Sellers agree toprovide to Purchaser upon Purchaser’s written request, as promptly asreasonably practicable after receipt of any such written request and in any eventby the delivery date reasonably specified in any such written notice, any ofthe items specified under clauses (i) through (iii) above that Purchaser isrequired under applicable SEC rules and regulations to include in a reportunder the Exchange Act or in a registration statement under the Securities Act,and to cause the Sellers independent certified public accountants to provideany required consent specified in clause (iv) above.

## Section 6.11           TransitionServices.  Sellers agree to providePurchaser and the Company with transition services as reasonably requested bythe Purchaser or the Company from time to time, for a period of thirty (30)days following the Closing Date.

## Section 6.12           UPNEmployees.  To the extent certainemployees of the Company are performing services for UPN and UPN desires tohire those employees of the Company directly, those employees are listed onSchedule 6.12 hereof (the “**UPN Employees**”).  Sellers shall cooperate with Purchaser andthe Company to cause the hiring of these employees by UPN on or prior toClosing to be without liability to the Company or Purchaser.  Sellers agree to cause UPN to make healthinsurance coverage and other employee benefits available to the UPN Employeeswithout a break in coverage.

## Section 6.13           Non-Solicitationof Employees.  Sellers agree not to,and to cause UPN and its Affiliates not to, solicit for employment or employany of Company’s employees, other than the UPN Employees, without the expresswritten consent of Purchaser for a period of ten (10) years from the ClosingDate.  Unless prior written consent isreceived from Purchaser (by the Executive Vice President, Corporate Developmentonly), Sellers shall further not solicit or employ former employees of theCompany unless such persons have not been employees of the Company for at leastsix (6) months.

## Section 6.14           Non-CompetitionAgreement.  Sellers hereby agree notto provide telecommunications services of any kind to residential customers fora period of five (5) years in Missouri and Kansas.  “Telecommunications services” shall expresslyinclude voice services of any kind, switched or otherwise, video services anddata services.  “Data services” shall bedefined to exclude the business of UPN, namely point-to-point datacapacity.  In addition, Sellers herebyagree not to provide telecommunications services of any kind for a period offive (5) years in the cities of Kearney, Platte City, Smithville, Peculiar,Weston, Raymore or otherwise in any FairPoint service territory existing (atthe time of Closing) in Missouri or Kansas, with the exception of existing UPNrelationships.  Sellers shall not expandcurrent UPN services to existing relationships, which includes additionalpoint-to-point data capacity for existing sites or new sites in Kearney, PlatteCity, Smithville, Peculiar, Weston, Raymore or otherwise in any FairPointservice territory existing (at the time of Closing) in Missouri or Kansas.  Notwithstanding the foregoing, Sellers shallbe allowed to provide additional point-to-point services when required bycurrently existing contractual obligations, all such obligations set forth onSchedule 6.14 hereto.  The foregoingcovenants shall be fully set out in a Non-Competition Agreement to be executedat Closing as provided in Section 7.15 hereto.

## Section 6.15           LicenseAgreement.  Purchaser shall grant UPNa perpetual, non-exclusive royalty-free license to use the “Unite PrivateNetworks” name as set forth in the license agreement to be executed at Closing.

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## Section 6.16           Section338(h)(10) Election.  Sellers, theCompany and Purchaser shall join in making an election under Internal RevenueCode Section 338(h)(10) (and any corresponding elections under state, local orforeign tax law) (collectively, the “**338Election**”) with respect to the purchase and sale of the shares ofcapital stock of the Company hereunder. Sellers, the Company and Buyer shall agree in good faith upon the formof the Section 338(h)(10) election statement to be filed.

**ARTICLE VII**

**CONDITIONS TO THEOBLIGATIONS OF THE PURCHASER**

The obligations of thePurchaser under this Agreement shall be subject to the satisfaction of each ofthe following conditions unless waived in writing by the Purchaser:

Section 7.1             Representations and Warranties. The representations and warranties of the Sellers and the Company contained inArticle II hereof and elsewhere in this Agreement and all information containedin any Exhibit, Schedule or attachment hereto shall be true and correct in allmaterial respects when made and on the Closing Date as though then made. The Sellers and the Company shall have performed and complied in all materialrespects with all agreements, covenants and conditions required by thisAgreement to be performed and complied with by them prior to the Closing Date. The Sellers shall have delivered to the Purchaser a certificate, dated theClosing Date, in a form reasonably satisfactory to the Purchaser, certifying tothe foregoing, and providing such supplemental information, agreements anddisclosures as shall be necessary to make such representations and warrantiesas accurate on the Closing Date as on the date originally given.  TheSellers shall deliver to the Purchaser all of the certificates, stock powersand other documentation referenced in Section 9.2 hereof, evidencing thetransfer to the Purchaser of clear title to all of the Shares at the Closing,all in form and substance satisfactory to the Purchaser and its counsel intheir sole discretion.

Section 7.2             Consents and Approvals. The Sellers, the Company and the Purchaser shall have obtained all consents,approvals, Orders, qualifications, licenses, Permits, regulatory approvals(including but not limited to any necessary consent, approval, exemption ornotice as required by (A) the Hart-Scott-Rodino Antitrust Improvements Act of1976, (B) the MoPSC, and (C) the cities of Kearney and Platte City, Missouri,and such other municipalities or counties as may be necessary) and otherauthorizations, whether specified on Schedules 2.3, 2.26 and 3.3 hereto or not,and shall have given all notices, required by all applicable Regulations,Orders and Contracts binding on any of the Sellers, the Company or thePurchaser or any of their respective properties and assets, with respect to theexecution, delivery and performance of this Agreement, the financing andconsummation of the transactions contemplated herein and the conduct of theBusiness of the Company in the same manner after the Closing Date as before theClosing Date.

Section 7.3             No Material Adverse Change. There shall have been no Material Adverse Change in the business, sales trends,properties, competition, competitive threats, Financial Statements, UnauditedFinancial Statements, Schedules to this Agreement, business prospects,regulatory climate, subscriber growth, condition (financial or otherwise) orresults of operations of the Company since December 31, 2005 through theClosing Date.  The Purchaser shall have received a certificate, dated theClosing Date, from the Sellers, in a form reasonably satisfactory to thePurchaser, certifying to the foregoing.

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Section 7.4             No Proceeding or Litigation. No Order or Regulation shall be in effect and no litigation shall have beenconsummated or threatened which would prevent the consummation of thetransactions contemplated hereby.

Section 7.5             Secretary’s Certificate. The Purchaser shall have received a certificate, signed by the Secretaries ofUCS and ExOp dated the Closing Date, as to the charter (attaching a Secretaryof State certified copy thereof, with all amendments) and bylaws of UCS andExOp, respectively, and the resolutions adopted by the shareholders anddirectors of UCS and ExOp in connection with this Agreement in a formreasonably satisfactory to the Purchaser.

Section 7.6             Certificates of Good Standing. At the Closing, the Company shall have delivered to the Purchasercertificates issued by the appropriate governmental authorities evidencing thegood standing of UCS, ExOp and each of their subsidiaries in their respectivejurisdictions of incorporation and in each jurisdiction in which each isqualified to do business as a foreign corporation as of a date not more thanfifteen (15) days prior to the Closing Date.

Section 7.7             Opinion of Sellers’ Counsel. The Sellers shall deliver at Closing an opinion of counsel to the Sellers’addressed to the Purchaser and the Purchaser’s lender in a form reasonablyacceptable to Purchaser.

Section 7.8             Resignations.  TheSellers shall have caused all directors and officers of UCS and ExOp and all oftheir subsidiaries to have resigned.

Section 7.9             Other Documents.  ThePurchaser shall have been furnished with such other and further documents andcertificates, including certificates of the Sellers, and UCS’s and ExOp’sofficers and directors and others, as the Purchaser shall reasonably request,to evidence compliance with the conditions set forth in this Agreement.

Section 7.10           Liens.  The Sellers shallhave removed all Liens on the Shares and/or on the assets and properties of theCompany other than liens expressly allowed in writing by Purchaser.

Section 7.11           Delivery of Minute Books. The Sellers shall deliver at Closing all original minute books, corporate sealsand stock transfer records of UCS, ExOp and of all their direct and indirectsubsidiaries, as well as original evidence of all their respective investments.

Section 7.12           Delivery of Financial Statements. The Sellers shall deliver the Unaudited Financial Statements on a monthly basisfrom and after the date hereof as soon as such Unaudited Financial Statementsshall have been prepared, all as provided in Section 4.9 hereof, and shall havedelivered by June 15, 2006 the revised financial statements referred to inSection 4.15 hereof.

## Section 7.13           Board of Directors Approval.  The Board of Directors of FairPoint Communications,Inc. and of the Purchaser shall have approved this Agreement; provided,however, that this Section 7.13 shall cease to be a condition to theobligations of the Purchaser as of June 22, 2006.

## Section 7.14           Closing of CassTel Transaction.  The closing of the Asset Purchase Agreementdated as of December 14, 2005 among Local Exchange Company LLC, Cass CountyTelephone Company Limited Partnership, LEC Long Distance, Inc. and FairPoint****Communications, Inc. (“the CassTelTransaction”) shall have occurred.

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## Section 7.15           Non-Competition Agreement.  The Sellers shall have each entered into aNon-Competition Agreement mutually acceptable to the Sellers and the Purchaser,as provided in Section 6.14 hereof.

## Section 7.16           Completion of Due Diligence.  The Purchaser shall have completed its duediligence and the results of its due diligence are to its sole satisfaction;provided, however, that this Section 7.16 shall cease to be a condition to theobligations of the Purchaser as of June 22, 2006.

## Section 7.17           Collocation and Services Agreement**. **TheCompany and UPN shall have entered into a mutually satisfactory agreement withrespect to those matters set forth in Sections 5.2 and 5.3 hereof.

## Section 7.18           Section 338(h)(10) Election.** **TheSellers, the Company and Purchaser shall have each agreed upon the form of theSection 338(h)(10) election, as provided in Section 6.16 hereof.

**ARTICLE VIII**

**CONDITIONS TO THEOBLIGATIONSOF THE SELLERS**

The obligations of theSellers under this Agreement shall be subject to the satisfaction of each ofthe following conditions unless waived in writing by Sellers:

Section 8.1             Representations and Warranties. The representations and warranties of the Purchaser contained in Article IIIhereof and elsewhere in this Agreement and all information contained in anyExhibit, Schedule or attachment hereto shall be true and correct in allmaterial respects when made and on the Closing Date as though then made, exceptas expressly provided herein or therein.  The Purchaser shall have performedand complied in all material respects with all agreements, covenants andconditions required by this Agreement to be performed and complied with by itprior to the Closing Date.  An officer of the Purchaser in his capacity assuch shall have delivered to the Sellers a certificate, dated the Closing Date,in a form reasonably satisfactory to the Sellers, certifying to the foregoing,and providing such supplemental information, agreements and disclosures asshall be necessary to make such representations and warranties as accurate onthe Closing Date as on the date originally given.

Section 8.2             Consents and Approvals. The Purchaser, the Sellers and the Company shall have obtained all consents,approvals, orders, qualifications, licenses, Permits, regulatory approvals,(including but not limited to any necessary consent, approval, exemption ornotice as required by the Hart-Scott-Rodino Antitrust Improvements Act of1976), and other authorizations, whether specified on Schedules 2.3, 2.26 and3.3 hereto or not, and shall have given all notices, required by all applicableRegulations, Orders and Contracts binding on the Purchaser, the Sellers or theCompany or any of their respective properties and assets with respect to theexecution, delivery and performance of this Agreement.

Section 8.3             No Proceeding or Litigation. No Order or Regulation shall be in effect and no litigation shall have beenconsummated or threatened which would prevent the consummation of thetransactions contemplated hereby.

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Section 8.4             Secretary’s Certificate. The Sellers shall have received a certificate, signed by the Secretary of thePurchaser, dated the Closing Date, as to the charter and bylaws of thePurchaser and the resolutions adopted by the Board of Directors of FairPointCommunications, Inc. and the Purchaser in connection with this Agreement in aform reasonably satisfactory to the Sellers.

**ARTICLE IX**

**CLOSING**

Section 9.1             Closing.  Unless thisAgreement shall have been terminated or abandoned pursuant to the provisions ofArticle X hereof, a closing of the transactions contemplated by this Agreement(the “**Closing**”) shall be held on adate mutually agreed to by the parties hereto which (unless the parties heretomutually agree otherwise) shall be no later than (a) fifteen (15) business daysafter the Closing of the CassTel Transaction, or (b) ten (10) days afterreceipt of all MoPSC , FCC, Hart-Scott-Rodino and other approvals required as aprecondition to Closing and the satisfaction of the conditions contained inArticles VII and VIII hereof (the “**ClosingDate**”) in the offices of the Purchaser.

Section 9.2             Closing Date Payment and Receiptof Shares.  On the Closing Date (i) the Sellers will assign andtransfer to the Purchaser good and valid title in and to the Shares, free andclear of all Liens, by delivering to the Purchaser stock certificatesrepresenting the Shares, duly endorsed for transfer or accompanied by dulyexecuted stock powers endorsed in blank with requisite stock transfer taxstamps, if any, attached; (ii) the Purchaser shall, by wire transfer ofsame-day funds, deposit in an escrow account the amount of One Million EightyThousand Dollars ($1,080,000), all as provided in Section 11.2 hereof; (iii)the Purchaser shall, by wire transfer of same-day funds, pay to the Sellers,the amount of the Adjusted Purchase Price for all of the Shares, less theEscrow Funds; and (iv) the parties shall deliver to each other the documentsrequired under this Agreement to be delivered at the Closing.

**ARTICLE X**

**TERMINATION ANDABANDONMENT**

Section 10.1           Methods of Termination. This Agreement may be terminated and the transactions herein contemplated maybe abandoned at any time:

### (a)           By Purchaser at itsElection on or prior to June 22, 2006. By the Purchaser on or prior to June 22, 2006 if approval of its Boardof Directors shall not have been timely obtained or if it shall not have beensatisfied with the results of its due diligence on the Company, all as providedin Sections 7.13 and 7.16 hereof.

(b)           Mutual Consent.  By mutualwritten consent of the Purchaser and the Sellers.

(c)           Sellers’ Failure to Perform.  Bythe Purchaser if as of the Closing Date any of the still existing conditionsspecified in Article VII hereof have not been satisfied (and remain sounsatisfied for more than ten (10) days after the Purchaser has notified theSellers in writing thereof) or if any of the Sellers or the Company areotherwise in default in any material respect under this Agreement (and remainsin default for more than ten (10) days after the Purchaser has notified theSellers in writing of such default).

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(d)           Purchaser’s Failure to Perform. By the Sellers if as of the Closing Date any of the conditions specified inArticle VIII hereof have not been satisfied (and remain so unsatisfied for morethan ten (10) days after the Sellers have notified the Purchaser in writingthereof) or if the Purchaser is otherwise in default in any material respectunder this Agreement (and remains in default for more than ten (10) days afterthe Sellers have notified the Purchaser in writing of such default).

### (e)           Failure to ExtendDrop Dead Date of CassTel Transaction. On or after July 15, 2006 by either party in the event the CassTelTransaction drop dead date shall not have been extended.

(f)            Failure to Close by August 30, 2006.  Except as provided in Section 10.1(e), byeither party in the event the Closing has not occurred by August 30, 2006,unless such failure to close shall be due to a breach of this Agreement by theparty seeking to terminate the Agreement.

(g)           Material Adverse Change.  By thePurchaser if a Material Adverse Change shall have occurred or be shown orindicated (in the sole discretion of the Purchaser) in any of the UnauditedFinancial Statements delivered after the date hereof or in the revised financialstatements delivered to Purchaser pursuant to Section 4.15 or otherwise withrespect to any of the conditions to Closing set forth in Section 7.3 hereof,and written notice of termination of this Agreement shall have been given bythe Purchaser within thirty (30) business days of the Purchaser’s receipt ofsuch Unaudited Financial Statements or revised financial statements or thePurchaser’s discovery of such Material Adverse Change.

(h)           Break-up Fee.  If this Agreement is terminated because ofthe Sellers failure to perform as provided in Section 10.1(c) (provided,however, that the failure of the Sellers to satisfy the conditions set forth inSections 7.2, 7.3, 7.4, 7.13, 7.14, 7.16 and 7.18 (other than if Sellers shallnot have acted in good faith, as provided in Section 6.16 hereof) shall nottrigger this Section 10.1(h)), and Sellers sell the Shares and/or the Companysells the Business and/or the Company is merged with or into a third party andthe Company is not the surviving entity, in any case within one year of suchtermination date, then upon the date of such sale or merger, Sellers shall makepayment to Purchaser in the amount of Five Hundred Forty Thousand Dollars($540,000).

(i)            Remedies.  In addition to thebreak-up fee as provided in Section 10.1 (f), in the event of any failure toperform as described in this Section 10.1, the non-breaching party shall havesuch remedies for breach of contract as are allowed by law in addition to or insubstitution of the right of termination.

Section 10.2           Procedure Upon Termination. If this Agreement is terminated as provided herein:

(a)           Return of Records.  Each partyshall as promptly as practicable redeliver to the party furnishing the same,all data, information and other written material (including all copies thereof)of any other party relating to the transactions contemplated hereby, whetherobtained before or after the execution hereof.

## (b)           Confidentiality Section 10.3. All information received by any party hereto with respect to the business ofany other party (other than information which is a matter of public knowledgeor which has heretofore been or is hereafter published in any publication forpublic distribution or filed as public information with any governmentalauthority) shall not at any time be used by such party, or disclosed to thirdparties.

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**ARTICLE XI**

**SURVIVAL OF TERMS;INDEMNIFICATION**

Section 11.1           Survival; Limitations. All of the terms and conditions of this Agreement, together with therepresentations, warranties and covenants contained herein or in any instrumentor document delivered or to be delivered pursuant to this Agreement and theagreements of the parties to indemnify each other as set forth in this ArticleXI shall survive the execution of this Agreement and the Closing Datenotwithstanding any investigation heretofore or hereafter made by or on behalfof any party hereto and shall continue until and all claims with respectthereto shall be made prior to April 1, 2008 (the “**IndemnificationPeriod**”); provided further that with respect to any income taxliability of UCS, ExOp, UPN or any of their subsidiaries or Affiliatesattributable to any activities or transactions occurring by any of them on orprior to the Closing Date, the agreement of the Sellers to indemnify thePurchaser and its Affiliates shall survive until, and all claims with respectthereto shall be made prior to, the expiration of the applicable statute oflimitations prescribed by Section 6501 of the IRC, as such statutes oflimitations may have been or be extended by agreement from time to time.  No indemnification for liability underArticle XI for any Claims shall be required to be made by the Indemnitor untilthe aggregate amount of the liability for the Indemnitee’s Claims exceedsTwenty Thousand Dollars ($20,000) and indemnification shall thereafter berequired to be made by the Indemnitor for all such Claims from the first dollarof such Claims.  The aggregate liabilityof an Indemnitor under Article XI or for any other claim or liability pursuantto this Agreement, as applicable, shall not exceed $1,080,000 and shall not bereduced by any early release of the Escrow Funds as described in Section 11.2hereof.  Notwithstanding the foregoing,no basket or cap on indemnification or Indemnification Period shall apply toany income tax liability of UCS, ExOp, UPN or any of their subsidiaries orAffiliates attributable to any activities or transactions occurring by any ofthem on or prior to the Closing Date, as in this Section above described.  Except as provided in the preceding sentenceand as provided in Section 11.7 hereof, no party hereto shall have anyindemnification obligations beyond the Indemnification Period.

Section 11.2           Escrow of Liquid Assets. One Million Eighty Thousand Dollars ($1,080,000) of the Purchase Priceotherwise payable to Sellers for their shares (the “**Escrow Funds**”) shall be maintained in an escrow account (the “**Escrow Account**”) pursuant to the terms andprovisions of an Escrow Agreement to be executed at Closing substantially inthe form attached hereto as Exhibit 11.2 (the “**Escrow Agreement**”).  In addition to seekingindemnification directly from Sellers under the provisions of Section 11.3hereof, the Purchaser may make a claim from the Escrow Account for paymentof and indemnity payment due under Section 11.3 in the manner provided inthe Escrow Agreement; provided, however, the Purchaser shall make Claims firstunder the Escrow Agreement.

Section 11.3           Indemnification by the Sellers. After the Closing Date, subject to the limitations set forth in Section 11.1hereof, the Purchaser and its Affiliates (including, without limitation, UCSand ExOp) and their respective officers, directors, employees, shareholders,representatives and agents shall be indemnified and held harmless jointly andseverally by the Sellers, their respective heirs, successors, representativesand assigns, against and in respect of any and all damage, loss, liability,cost or expense (including, unless otherwise provided herein, the reasonablefees and expenses of counsel and any Tax liability resulting from any indemnitypayment made hereunder) resulting from, or in respect of, any of the following:

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(a)           Misrepresentation or Breach. Any misrepresentation or breach of warranty of any of the Sellers or theCompany, or nonfulfillment of any obligation on the part of the Company (to beperformed on or prior to the Closing) or any of the Sellers under thisAgreement, or contained in any Schedule or Exhibit to this Agreement or fromany misrepresentation in or omission from any certificate, Schedule, Exhibit,related agreement, Financial Statement, Unaudited Financial Statement, orinstrument delivered by or on behalf of the Sellers or the Company hereunder.

(b)           Taxes.  All Taxes of theSellers, of UCS, ExOp, UPN or any of their subsidiaries or Affiliates or withrespect to their investments, including but not limited to any and allinvestments sold or otherwise disposed of prior to the Closing Date,attributable to any period prior to or on the Closing Date or otherwiseattributable to each of UCS, ExOp and UPN having made a Subchapter S election.

(c)           UPN Taxes Post-Closing.  All taxes of UPN attributable to any periodon or after the Closing Date.

(d)           UPN. Any Claim arising out of the operation, transfer, or distribution of theUPN Membership interest assets or business arising at any time before or afterthe Closing including but not limited to any claims made by or with respect tothe UPN Employees and for Taxes arising or resulting from the distributions ofthe UPN capital stock to Sellers and the transfer of certain ExOp assets andliabilities to UPN.

(e)           Other Claims.  Any Claim ofPurchaser or of the Company or of a third party arising out of the business oroperations of the Company prior to or on the Closing Date or any Claim relatingto the Excluded Liabilities or Excluded Assets either prior to or after theClosing Date, or any Claim resulting from or arising out of the ownership,management or use of the Shares and/or the business of the Company prior to oron the Closing Date.

(f)            Related Expenses.  All expensesand costs, including but not limited to legal fees, reasonably paid or incurredin connection with any such indemnified Claim.

Section 11.4           Indemnification by the Purchaser. After the Closing, subject to the limitations set forth in Section 11.1, theSellers and their respective heirs, successors, representatives and assignsshall be indemnified and held harmless by the Purchaser against and in respectof any and all damage, loss, liability, cost or expense (including, unlessotherwise provided herein, the reasonable fees and expenses of counsel and anyTax liability resulting from any indemnity payment made hereunder) resultingfrom, or in respect of, any of the following:

(a)           Misrepresentation or Breach. Any misrepresentation or breach of warranty of the Purchaser, or nonfulfillmentof any obligation on the part of the Company (to be performed after theClosing) or the Purchaser under this Agreement, or contained in any Schedule orExhibit to this Agreement or from any misrepresentation in or omission from anycertificate, Schedule, Exhibit, related agreement or instrument delivered by oron behalf of the Purchaser hereunder.

(b)           Taxes.  All Taxes of thePurchaser or of the Company attributable to any period after the Closing Date.

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(c)           Other Claims.  Any Claim of athird party arising out of the business or operations of the Company after theClosing Date, or any Claim resulting from or arising out of the ownership,management or use of the Shares and/or the Business of the Company after theClosing Date.

(d)           Related Expenses.  All expensesand costs, including but not limited to legal fees, reasonably paid or incurredin connection with any such indemnified Claim.

## Section 11.5           Third Party Claims.

(a)           Generally.  Except as otherwiseprovided in this Agreement, the following procedures shall be applicable withrespect to indemnification for third party Claims.  Promptly after receiptby the party seeking indemnification hereunder (hereinafter referred to as the “**Indemnitee**”) of notice of the commencementof any action or the assertion of any Claim, liability or obligation by a thirdparty (whether by legal process or otherwise), against which Claim, liabilityor obligation another party to this Agreement (hereinafter the “**Indemnitor**”) is, or may be, required underthis Agreement to indemnify such Indemnitee, the Indemnitee shall, if a claimthereon is to be, or may be, made against the Indemnitor, immediately notifythe Indemnitor in writing of the commencement or assertion thereof and give theIndemnitor a copy of such Claim or process and all legal pleadings.  TheIndemnitee’s failure to give timely notice as required by this Section 11.5(a)shall not serve to eliminate or limit the Indemnitor’s obligation to indemnifythe Indemnitee unless such failure prejudices the rights of the Indemnitor, andthen only to the extent of such prejudice.  Moreover, after providingtimely notice as required by this Section 11.5(a), the Indemnitee shall havethe right to take any actions or steps it deems reasonable to avoid the occurrenceof any prejudice to the rights of the Indemnitee.  The Indemnitor shallhave the right to assume the defense of such action with counsel of reputablestanding unless with respect to such action (A) injunctive or equitableremedies have been sought therein in respect of the Indemnitee or its business,or (B) such action is for an alleged amount of less than Five Thousand Dollars($5,000); provided, that the Indemnitee and counsel to the Indemnitee shallhave the right to participate in the defense of any and all Claims pursuant tothe provisions of Section 11.5(b) hereof.  The Indemnitor and theIndemnitee shall reasonably cooperate in the defense of such Claims.  Ifthe Indemnitee shall be required by judgment or a settlement agreement to payany amount in respect of any obligation or liability against which theIndemnitor has agreed to indemnify the Indemnitee under this Agreement, theIndemnitor shall immediately pay such amount to the Indemnitee in order toenable the Indemnitee to make such payment, and otherwise shall promptlyreimburse the Indemnitee in an amount equal to the amount of such payment, ineither case, plus all reasonable out-of-pocket expenses (including legal feesand expenses) incurred by such Indemnitee at the specific request of theIndemnitor, as provided above, or as otherwise authorized by Section 11.5(b)hereof, in connection with such obligation or liability subject to this ArticleXI.  No Indemnitor, in the defense of any such Claim, shall, except withthe consent of the Indemnitee, consent to entry of any judgment or enter intoany settlement which does not include as an unconditional term thereof thegiving by the claimant or plaintiff to such Indemnitee of a release from allliability with respect to such Claim.  In the event that the Indemnitordoes not accept the defense of any matter for which it is entitled to assumesuch defense as provided in this Section 11.5(a), the Indemnitee shall have thefull right to defend against any such Claim and shall be entitled to settle oragree to pay in full such Claim in its sole discretion.  With respect toany matter as to which the Indemnitor is not entitled to assume the defensepursuant to the terms of this Section 11.5(a), the Indemnitee shall not enterinto any settlement for which an indemnification Claim will be made hereunderwithout the approval of the Indemnitor, which shall not be unreasonablywithheld.

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(b)           Counsel.  An Indemnitee shallhave the right to employ its own counsel, but the fees and expenses of suchcounsel shall be at the expense of the Indemnitee, unless (i) the employment ofsuch counsel shall have been authorized in writing by the Indemnitor inconnection with the defense of such Claim and the Indemnitor has agreed inwriting to pay such fees and expenses, or (ii) the Indemnitor shall not haveemployed counsel in the defense of such Claim (which counsel may be in-housecounsel unless and until a lawsuit has been commenced).  In either ofwhich events, such fees and expenses of not more than one additional counselfor the Indemnitee shall be borne by the Indemnitor.

## Section 11.6           Other Claims.

### (a)           In the event an Indemnitee shouldhave a claim under this Article XI against an Indemnitor that does not involvea third party Claim, the Indemnitee shall promptly give notice (the “**Indemnitee Notice**”) and the details thereof, includingcopies of all relevant information and documents, to the Indemnitor within aperiod of thirty (30) days following the discovery of the claim by theIndemnitee (the “**Claim Notice Period**”).  Thefailure by any Indemnitee to give the Indemnitee Notice within the Claim NoticePeriod shall not impair the Indemnitee’s rights hereunder except to the extentthat the Indemnitor demonstrates that it has been prejudiced thereby.  TheIndemnitor will notify the Indemnitee within a period of ten (10) days afterthe receipt of the Indemnitee Notice by the Indemnitor (the “**Indemnity Response Period**”) whether the Indemnitor disputesits liability to the Indemnitee under this Article XI with respect to suchClaim.  If the Indemnitor notifies the Indemnitee that it does not disputethe Claim described in such Indemnitee Notice or fails to notify the Indemniteewithin the Indemnity Response Period whether the Indemnitor disputes the claimdescribed in such Indemnitee Notice, the actual damages as finally determinedwill be conclusively deemed to be a liability of the Indemnitor under thisArticle XI and the Indemnitor shall pay the amount of such damages to theIndemnitee on demand.  If the Indemnitor notifies the Indemnitee withinthe Indemnity Response Period that the Indemnitor disputes its liability withrespect to such Claim, the Indemnitor and the Indemnitee will proceed in goodfaith to negotiate a resolution of such dispute, and if not resolved throughnegotiations within a period of thirty (30) days from the date of such noticeor such longer period as may be agreed to by the parties in writing, suchdispute shall be resolved by arbitration in accordance with Section 11.6(b)hereof.

### (b)           Any dispute required to be submittedto arbitration pursuant to this Section 11.6 shall be finally and conclusivelydetermined in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association (the “**Rules ofArbitration**”) then in effect by the decision of three (3)arbitrators (the “**Board of Arbitration**”)selected in accordance with the Rules of Arbitration.  The Board ofArbitration shall meet in Atlanta, Georgia and shall render a decision inwriting (concurred in by a majority of the members of the Board of Arbitration)with respect to and stating the amount, if any, which the Indemnitor isrequired to pay to the Indemnitee in respect of the claim made by theIndemnitee.  The decision of the Board of Arbitration shall be rendered assoon as practical following commencement of proceedings with respectthereto.  The Board of Arbitration shall cause its written decision to bedelivered to the Indemnitee and the Indemnitor.  Any decision made by theBoard of Arbitration shall be final, binding and conclusive on the Indemniteeand the Indemnitor and entitled to be enforced to the fullest extent permittedby law and entered in any court of competent jurisdiction.

The parties hereto herebyconsent to the jurisdiction of the foregoing Board of Arbitration and to thejurisdiction of any local, state or Federal court located in the State ofGeorgia for the purpose of enforcing the decision or award of the Board ofArbitration or otherwise.  The parties hereto agree that 

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all service ofprocess may be made on any such party by personal delivery or by registered orcertified mail addressed to the appropriate party at the address for such partyset forth in this Agreement.

All fees, costs andexpenses of the prevailing party in any arbitration, including, but not limitedto, attorneys’ fees, shall be paid by the losing party and shall be awarded tothe prevailing party as part of the decision of the Board of Arbitration. For purposes hereof, a “**Prevailing Party**”shall mean the party which substantially prevails in its position inarbitration.  Each and every arbitration proceeding commenced pursuant tothis Section 11.6(b) shall be consolidated with any arbitration proceedingssimultaneously or previously commenced (but not concluded) under this Section11.6(b).

Section 11.7           Continued Liability for IndemnityClaims.  The liability of any Indemnitor hereunder with respect toClaims hereunder shall continue for so long as any Claims for indemnificationmay be made hereunder pursuant to this Article XI and, with respect to any suchindemnification Claims duly and timely made, thereafter until the Indemnitor’sliability therefore is finally determined and satisfied.

**ARTICLE XII**

**GENERAL PROVISIONS**

Section 12.1           Amendment and Modification. Subject to applicable Regulations, this Agreement may be amended, modified andsupplemented at any time with respect to any of the terms contained herein, bya written agreement signed by all of the parties hereto.

Section 12.2           Waiver.  The failure ofany party hereto to comply with any obligation, covenant, agreement orcondition herein may be waived in writing by the other parties hereto, but suchwaiver shall not operate as a waiver of, or estoppel with respect to, anysubsequent or other failure.  Whenever this Agreement requires or permitsconsent by or on behalf of any party hereto, such consent shall be given inwriting.

## Section 12.3           Certain Definitions.

“**Adjusted Purchase Price**” shall have themeaning ascribed to such term in Section 1.2 hereof.

“**Affiliate**” shall mean, with regard to anyPerson, any Person which, directly or indirectly, controls, is controlled by,or is under common control with, such Person and, with respect to any Personwho is an individual, the spouse, ancestors and descendants (lineal or bymarriage) thereof.  “**Control**”(including, with correlative meaning, the terms “controlled by” and “undercommon control with”), as used with respect to any Person, means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of such Person, whether through theownership of voting securities, by Contract or otherwise.

“**Agreement**” shall have the meaning ascribedto such term in the preamble hereof.

“**Authority**” shall mean any governmentalauthority, including, without limitation, the FCC and the MoPSC and allmunicipalities in which UCS, ExOp and/or any of their subsidiaries orAffiliates engage in business, and any other governmental, regulatory oradministrative body, agency, 

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commission, boardof arbitrators, or any court or judicial authority, whether Federal, state,local or foreign.

“**Base Purchase Price**” shall have the meaningascribed to such term in Section 1.2 hereof.

“**Business Day**” shall mean any day that isnot a Saturday or Sunday and that in Kansas City, Missouri or Charlotte, NorthCarolina, is not a day on which banking institutions are generally authorizedor obligated by Regulation to close.

“**CERCLA**” shall have the meaning ascribed tosuch term in Section 2.21(c) hereof.

“**CERCLIS**” shall have the meaning ascribed tosuch term in Section 2.21(c) hereof.

“**Claim**” shall mean any action, writtenclaim, complaint, lawsuit, written demand, suit, notice of a violation,litigation, proceeding, arbitration or other dispute noticed in writing, orotherwise, whether civil, criminal, administrative or otherwise, by anyAuthority or other Person.

“**Closing**” shall have the meaning ascribed tosuch term in Section 9.1 hereof.

“**Closing Date**” shall have the meaningascribed to such term in Section 9.1 hereof.

“**Closing Balance Sheet**” shall have themeaning ascribed to such term in Section 1.3 hereof.

“**Company**” shall have the meaning ascribed tosuch term in the preamble hereof.

“**Contract**” shall mean any agreement,contract, commitment, instrument or other binding arrangement or understanding,whether written or oral.

“**Environmental Law**” shall mean anyRegulation or Order, including, but not limited to, any term or conditionincluded in a validly issued Permit to construct or operate a facility subjectto any Regulation or Order, which relates to or otherwise imposes liability orstandards of conduct concerning environmental matters, mining or reclamation ofmined land, discharges, emissions, releases or threatened releases of noises,odors or any pollutants, contaminants or hazardous or toxic wastes, substancesor materials, whether as matter or energy, into ambient air, water or land orotherwise relating to the manufacture, processing, generation, distribution,use, treatment, storage, disposal, cleanup, transport or handling ofpollutants, contaminants or hazardous wastes, substances or materials,including (but not limited to) CERCLA, the Superfund Amendments andReauthorization Act of 1986, as amended, the Resource Conservation and RecoveryAct of 1976, as amended, the Toxic Substances Control Act of 1976, as amended,the Federal Water Pollution Control Act Amendments of 1972, the Clean Water Actof 1977, as amended, any so-called “**superlien**”law and any other similar Regulation by any Authority in effect on or beforethe Closing Date.

“**Environmental Permit**” shall mean a Permitrelating to or required by any Environmental Law.

“**ERISA**” shall have the meaning ascribed tosuch term in Section 2.19 hereof.

“**ERISA Plans**” shall have the meaningascribed to such term in Section 2.19 hereof.

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“**FCC**” shall mean the Federal CommunicationsCommission.

“**Financial Statements**” shall have themeaning ascribed to such term in Section 2.9 hereof.

“**GAAP**” shall mean United States generallyaccepted accounting principles, consistently applied, as in existence at thedate hereof and/or at the Closing Date.

“**Hazardous Materials**” shall have the meaningascribed to such term in Section 2.21(a) hereof.

“**Improvements**” shall have the meaningascribed to such term in Section 2.14(c) hereof.

“**Indemnitee**” shall have the meaning ascribedto such term in Section 11.5(a) hereof.

“**Indemnitor**” shall have the meaning ascribedto such term in Section 11.5(a) hereof.

“**IRC**” or the “**Code**”means the Internal Revenue Code of 1986, as amended, and the regulations promulgatedthereunder.

“**IRS**” means the Internal Revenue Service.

“**Lien**” shall mean any security interest,lien, mortgage, pledge, hypothecation, encumbrance, claim, easement,restriction (on transfer or otherwise) or interest of another Person of anykind or nature.

“**Material Adverse Change**” shall mean anydevelopments or changes which would have a Material Adverse Effect.

“**Material Adverse Effect**” shall mean, withrespect to any Person, any circumstances, state of facts or matters which couldreasonably be expected, either individually or in conjunction with any othercircumstance, state of facts or matter, to have a material adverse effect inrespect of such Person’s business, business prospects, subscriber growth, salestrends, competition, competitive threats, properties, assets, regulatoryclimate, condition (financial or otherwise) or results of operations.

“**MoPSC**” shall mean the Missouri PublicService Commission.

“**Net Working Capital**” shall have the meaningascribed to such term in Section 1.2 hereof.

“**Order**” shall mean any judgment, decree(consent or otherwise), order, injunction (preliminary or permanent),stipulation, ruling, decree or consent of or by an Authority.

“**PCB**” shall mean polychlorinated biphenyls.

 “**Permits**”shall have the meaning ascribed to such term in Section 2.26 hereof.

“**Permitted Liens**” shall mean (i) statutoryLiens for Taxes not yet due and payable, (ii) such imperfections orirregularities of title, liens, easements, charges or encumbrances as do notinterfere with the present use of the properties or assets subject thereto oraffected thereby, do not otherwise impair present business operations at suchproperties, or do not have a Material Adverse Effect on the value of suchproperties and assets and (iii) Liens existing at the Closing Date with respectto the Total Long Term Debt, but only to the extent such particular items ofTotal Long Term Debt are accounted for in 

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determining theAdjusted Purchase Price, and such Liens are fully disclosed on Schedule 2.14(a)hereto and shall be removed on or prior to Closing.

“**Person**” shall mean any corporation,partnership, joint venture, organization, entity, Authority or natural person,together with any and all heirs, successors, representatives and assignsthereof.

“**Pension Benefit Plan**” shall have themeaning ascribed to such term in Section 2.19 hereof.

“**Price Per Share**” shall have the meaningascribed to such term in Section 1.2 hereof.

“**Proprietary Rights**” shall mean all (i)patents, patent applications, patent disclosures and all related continuation,continuation-in-part, divisional, reissue, reexamination, utility, model,certificate of invention and design patents, registrations and applications forregistrations, (ii) trademarks, service marks, logos, trade names and corporatenames and registrations and applications for registration thereof and (iii)copyrights and registrations and applications for registration thereof.

“**Purchaser**” shall have the meaning ascribedto such term in the preamble hereof.

“**Regulation**” shall mean any law, statute,regulation, ordinance, requirement, rule, executive order or binding action ofor by an Authority.

“**Release**” shall have the meaning ascribed tosuch term in Section 9601(22) of Title 42 of the United States Code.

“**Seller**” or “**Sellers**” shall have the meaning ascribed to such term in thepreamble hereof.

“**Shares**” shall have the meaning ascribed tosuch term in the recitals hereof.

“**Tax Returns**” shall have the meaningascribed to such term in Section 2.16(a) hereof.

“**Tax**” or “**Taxes**”means any income, gross receipt, net proceeds, alternative or add-on minimum,ad valorem, value added, estimated, turnover, sales, use, property, personalproperty (tangible and intangible), stamp, leasing, lease, user, excise, duty,franchise, transfer, license, withholding, payroll, employment, foreign, fuel,excess profits, occupational and interest equalization, windfall profits,severance and other taxes, charges, fees, levies or other assessments of anykind whatsoever (including interest, penalties, fines and additions thereto)imposed by any taxing Authority, Federal, state, local or foreign.

“**Total Long Term Debt**” shall have themeaning defined in the Financial Statements, computed in accordance with GAAP,consistently applied.

“**Unaudited Financial Statements**” shall havethe meaning ascribed to such term in Section 2.9 hereof.

“**Welfare Benefit Plan**” shall have themeaning ascribed to such term in Section 2.19 hereof.

Section 12.4           Notices.  All notices,claims, requests, demands or other communications required or permittedhereunder shall be in writing and shall be deemed to have been duly given whendelivered by hand, by first class certified mail, return receipt requested,with postage paid, or by receipted 

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overnight courier serviceto the intended recipient at the address specified below or at such otheraddress as shall be designated by such party in any notice to the otherparties.
| **Notices to Purchaser:**                                                                                                                                                                                                                                        | ** ** | **With Copies to:**                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                       | ** ** | ** **                                                                                                                                                                                                                                                  |
| MJD Services  Corp.   521 East Morehead Street   Suite 250   Charlotte, NC  28202   ATTN:  Shirley J. Linn, General Counsel and   Executive Vice President   (704) 227-3662  (Phone)   (704) 344-81594  (Fax)   slinn@fairpoint.com (E-Mail) |       | FairPoint Communications, Inc.   521 East Morehead Street   Suite 250   Charlotte, NC 28202   ATTN: Walter E. Leach, Jr., Executive Vice   President, Corporate Development   (704) 344-8150 (Phone)   (704) 344-8121 (Fax)   wleach@fairpoint.com (E-Mail) |
|                                                                                                                                                                                                                                                             |       |                                                                                                                                                                                                                                                        |
| **Notices  to the Company   and to Seller(s):**                                                                                                                                                                                                                  |       | **With Copies to:**                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                             |       | ** **                                                                                                                                                                                                                                                  |
| Unite  Communications Systems, Inc.   303 N. Jefferson Street   Kearney, MO 64060   ATTN: Jeffrey S. Ingram   (913) 486-6556 (Phone)   jeffingram@kc.rr.com (E-Mail)                                                                                             |       | Wade Kerrigan, Esq.   Blackwell Sanders Peper Martin, LLP   4801 Main Street   Suite 1000   Kansas City, MO 64112   (816) 983-8248 (Phone)   (816) 983-8080 (Fax)   wkerrigan@blackwellsanders.com (E-Mail)                                                 |

Section 12.5           Assignment. This Agreement and all of the provisions hereof shall be binding upon and inureto the benefit of the parties hereto and their respective successors and permittedassigns, but neither this Agreement nor any of the rights, interests orobligations hereunder shall be assigned by any of the parties hereto withoutthe prior written consent of the other parties hereto; provided, that thePurchaser may, without the prior written consent of the Sellers or any otherparty hereto, assign its rights and obligations hereunder and under any otherContracts or documents executed or delivered in connection herewith to (i) anAffiliate of the Purchaser, including but not limited to FairPointCommunications, Inc., or (ii) its lenders as collateral in connection with thefinancing of the transactions contemplated hereby.  No such assignmentshall relieve the assignor of such assignor’s liability for any and allcontinuing obligations hereunder, however.

Section 12.6           Governing Law.  ThisAgreement shall be governed by the laws of the State of North Carolina, withoutregard to its principles of conflict of laws.

Section 12.7           Counterparts.  ThisAgreement may be executed in counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

Section 12.8           Headings.  The Articleand Section headings contained in this Agreement are for reference purposesonly and shall not affect in any way the meaning or interpretation of thisAgreement.

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Section 12.9           Entire Agreement.  ThisAgreement embodies the entire agreement and understanding of the parties heretowith regard to the subject matter hereof and supersedes all prior agreements,representations, warranties, promises, covenants, arrangements andunderstandings, oral or written, express or implied, among the parties withrespect to such subject matter.  There are no agreements, representations,warranties, promises, covenants, arrangements or understandings among theparties with respect to such subject matter other than those expressly setforth or referred to herein.

Section 12.10         No Benefit.  This Agreementshall not be construed so as to confer any right or benefit upon any Personother than the signatories to this Agreement and each of their respectivesuccessors and permitted assigns.

Section 12.11         Delays or Omissions.  Nodelay or omission to exercise any right, power or remedy accruing to any partyhereto upon any breach or default of another party hereto under this Agreementshall impair any such right, power or remedy of such party nor shall it beconstrued to be a waiver of any such breach or default or an acquiescencetherein or of or in any similar breach or default thereafter occurring. All remedies, whether under this Agreement, by Regulation or otherwise,afforded to any party shall be cumulative and not alternative.

Section 12.12         Severability.  Unlessotherwise provided herein, if any provision of this Agreement shall be invalid,illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby.

Section 12.13         Expenses.  Each of theparties hereto shall bear its own expenses, including, without limitation,legal fees, taxes and expenses, with respect to this Agreement and thetransactions contemplated hereby (which, with respect to such expenses incurredby or on behalf of the Sellers or the Company, shall be paid by the Sellers andnot by the Company).  Notwithstanding the foregoing, in the event thisAgreement is terminated, then the Purchaser is entitled to the remedies setforth in Sections 10.1 (f) and (g).

Section 12.14         Time of the Essence.  Timeis strictly of the essence with respect to the provisions of this Agreement.

Section 12.15         Injunctive Relief.  Theparties hereby agree that any remedy at law for any breach of the provisions ofthis Agreement shall be inadequate and that the nonbreaching party shall beentitled to injunctive relief in addition to any other remedy which suchnonbreaching party might have at law or in equity.

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]

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**INWITNESS WHEREOF**, the parties have executed this Agreement asof the date first written above.
|            |       | **MJD  SERVICES CORP.**                 |
|------------|------------|-----------------------------------------|
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Walter E.  Leach, Jr.               |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | By:                                     | Walter E. Leach,  Jr. |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | Title:                                  | Executive Vice  President, Corporate Development |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | **KEVIN  M. ANDERSON**                  |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Kevin M.  Anderson                  |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | **RONALD  C. RECKRODT**                 |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Ronald C.  Reckrodt                 |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | **JEFFREY  S. INGRAM**                  |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Jeffrey S.  Ingram                  |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | **DENNIS  R. DEVOY**                    |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Dennis R.  Devoy                    |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | **UNITE  COMMUNICATIONS SYSTEMS, INC.** |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | /s/ Kevin M.  Anderson                  |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | By:                                     | /s/ Kevin M. Anderson |
| ** ** | ** ** | ** **                              |
| ** ** | ** ** | Title:                                  | CEO |
|            |            |                                         |  |  |  |

 

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