EXHIBIT 10.1

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                           CONFIDENTIAL & PROPRIETARY

                     PARTNERSHIP INTEREST PURCHASE AGREEMENT

                                      among

                           SHENANDOAH MOBILE COMPANY,

                      SHENANDOAH TELECOMMUNICATIONS COMPANY

                                       and

                    CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS

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                                Table of Contents

<TABLE>
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                                                                                           Page
<S>                                                                                         <C>
ARTICLE I       THE TRANSACTION .........................................................    2
         1.1  Purchase and Sale .........................................................    2
         1.2  Related Assets ............................................................    2
         1.3  Purchase Price ............................................................    2
         1.4  Purchase Price Adjustment .................................................    2
         1.5  Payment of Purchase Price .................................................    5
         1.6  Closing ...................................................................    5
         1.7  Deliveries and Proceedings at Closing .....................................    5
         1.8  Rights of First Refusal ...................................................    6

ARTICLE II      REPRESENTATIONS AND WARRANTIES ..........................................    8
         2.1  Representations and Warranties of Seller and Parent .......................    8
              2.1.1    Organization and Authority of Seller and Parent ..................    8
              2.1.2    Organization and Capitalization of the Partnership ...............    9
              2.1.3    Compliance with Law; Authorizations ..............................   10
              2.1.4    Litigation .......................................................   12
              2.1.5    Contracts and Other Agreements ...................................   12
              2.1.6    No Conflicts; Consents ...........................................   15
              2.1.7    Taxes ............................................................   15
              2.1.8    Environmental Matters ............................................   16
              2.1.9    Title; Real and Personal Property ................................   21
              2.1.10   Condition of Assets ..............................................   23
              2.1.11   Books of Account; Financial Statements; CapEx Budget .............   24
              2.1.12   Absence of Undisclosed Liabilities ...............................   24
              2.1.13   Inventory ........................................................   25
              2.1.14   Accounts Receivable ..............................................   25
              2.1.15   Material Changes .................................................   26
              2.1.16   Labor Relations ..................................................   27
              2.1.17   Compensation Arrangements ........................................   27
              2.1.18   Employee Benefit Plans and Arrangements ..........................   28
              2.1.19   Transactions With Related Parties and Alltel .....................   30
              2.1.20   Insolvency .......................................................   31
              2.1.21   Insurance ........................................................   31
              2.1.22   No Third Party Options ...........................................   32
              2.1.23   Intellectual Property Matters ....................................   32
              2.1.24   No Interest in Other Entities ....................................   32
              2.1.25   Availability of Documents ........................................   33
              2.1.26   No Other Business ................................................   33
              2.1.27   Maintenance of Personal Property .................................   33
              2.1.28   Subscriber Accounts ..............................................   33
              2.1.29   Bank Accounts ....................................................   33
              2.1.30   Brokers or Finders ...............................................   33
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                                       i
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              2.1.31   Completeness of Disclosure .......................................   33
         2.2  Representations and Warranties of Buyer ...................................   33
              2.2.1    Partnership Existence and Authority ..............................   33
              2.2.2    No Conflicts; Consents ...........................................   34
              2.2.3    Litigation .......................................................   34
              2.2.4    Brokers or Finders ...............................................   34
              2.2.5    FCC Matters ......................................................   35
              2.2.6    Availability of Funds ............................................   35
              2.2.7    No Outside Reliance ..............................................   35
              2.2.8    No Intent to Cancel ..............................................   35
              2.2.9    Completeness of Disclosure .......................................   35
              2.2.10   Other Materials ..................................................   35
         2.3  Survival of Representations and Warranties ................................   36

ARTICLE III     COVENANTS AND AGREEMENTS ................................................   36
         3.1  Covenants of Seller and Parent Pending the Closing ........................   36
              3.1.1    Conduct of the Business in the Ordinary Course ...................   36
              3.1.2    Maintenance of Assets and Insurance ..............................   38
              3.1.3    Intentionally Deleted ............................................   38
              3.1.4    Efforts; Relationships; Cooperation ..............................   38
              3.1.5    Access ...........................................................   39
              3.1.6    Non-solicitation .................................................   39
              3.1.7    Press Releases ...................................................   39
              3.1.8    Compliance with Authorizations ...................................   39
              3.1.9    Updates ..........................................................   39
              3.1.10   Delivery of Financial Statements .................................   40
         3.2  Covenants of Buyer Pending the Closing ....................................   40
              3.2.1    Actions of Buyer .................................................   40
              3.2.2    Press Releases ...................................................   40
              3.2.3    Updates ..........................................................   40
              3.2.4    Non-Solicitation .................................................   40
              3.2.5    Switch Sharing Agreement .........................................   41
         3.3  Mutual Covenants ..........................................................   41
              3.3.1    Certain Filings and Consents .....................................   41
              3.3.2    Non-Disclosure ...................................................   42
              3.3.3    Maintenance of Books and Records .................................   42
              3.3.4    Compliance with this Agreement; Cooperation ......................   43
              3.3.5    Other Regulatory Requirements ....................................   43
              3.3.6    Use of Seller's Names and Logos ..................................   43
         3.4  Covenants Regarding Employees and Employee Benefits .......................   44
              3.4.1    Access to Employees ..............................................   44
              3.4.2    Employment Termination and Related Benefits ......................   44
              3.4.3    Communications With Employees ....................................   44
              3.4.4    No Third Party Rights ............................................   44
              3.4.5    COBRA ............................................................   44
              3.4.6    Employee Benefit Plans ...........................................   45
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                                       ii
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<TABLE>
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         3.5  Covenants Regarding Tax Matters ...........................................   45
         3.6  Additional Covenants of Seller and Parent .................................   47
              3.6.1    Restructuring of Certain Leases ..................................   47
              3.6.2    Termination of Various Agreements ................................   47
              3.6.3    Contour Extension Agreements .....................................   49
              3.6.4    Recording of Memoranda of Leases .................................   49

ARTICLE IV        CONDITIONS PRECEDENT TO CLOSING .......................................   49
         4.1  Conditions Precedent to Obligations of Buyer ..............................   49
              4.1.1    Representations and Warranties True as of the Closing ............   49
              4.1.2    Compliance with this Agreement ...................................   50
              4.1.3    Closing Certificates .............................................   50
              4.1.4    Opinions of Counsel for Seller and Parent ........................   50
              4.1.5    No Threatened or Pending Litigation ..............................   50
              4.1.6    Material Adverse Effect ..........................................   50
              4.1.7    Regulatory Approvals .............................................   51
              4.1.8    Required Consents ................................................   51
              4.1.9    Master Site Agreement ............................................   51
              4.1.10   Transition Services Agreement ....................................   51
              4.1.11   ROFR .............................................................   52
              4.1.12   Restructuring of Certain Leases ..................................   52
              4.1.13   Recording of Memoranda of Leases .................................   52
         4.2  Conditions Precedent to the Obligations of Seller .........................   52
              4.2.1    Representations and Warranties True as of the Closing Date .......   52
              4.2.2    Compliance with this Agreement ...................................   52
              4.2.3    Closing Certificate ..............................................   52
              4.2.4    No Threatened or Pending Litigation ..............................   53
              4.2.5    Regulatory Approvals .............................................   53
              4.2.6    Master Site Agreement ............................................   53
              4.2.7    ROFR .............................................................   53

ARTICLE V       INDEMNIFICATION .........................................................   53
         5.1  General Indemnification Obligation of Seller and Parent ...................   53
         5.2  General Indemnification Obligations of Buyer ..............................   54
         5.3  Indemnification Procedures ................................................   55
         5.4  Payment ...................................................................   57
         5.5  Other Rights and Remedies .................................................   58
         5.6  Threshold and Cap .........................................................   58
         5.7  Environmental Remediation .................................................   59

ARTICLE VI      MISCELLANEOUS ...........................................................   60
         6.1  Termination ...............................................................   60
         6.2  Expenses ..................................................................   61
         6.3  Sales, Transfer and Documentary Taxes .....................................   61
         6.4  Further Assurances ........................................................   61
         6.5  Confidentiality Undertaking by Seller and Parent ..........................   62
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                                      iii
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         6.6  Contents of Agreement; Parties in Interest ................................   62
         6.7  Assignment and Binding Effect .............................................   62
         6.8  Waiver ....................................................................   63
         6.9  Notices ...................................................................   63
         6.10 Remedies ..................................................................   64
         6.11 Schedules and Exhibits ....................................................   64
         6.12 Governing Law .............................................................   64
         6.13 No Benefit to Others ......................................................   64
         6.14 Headings, Gender, "Person," "including" and "Knowledge" ...................   65
         6.15 Severability ..............................................................   65
         6.16 Counterparts ..............................................................   65
         6.17 Partnership Obligations ...................................................   65
</TABLE>


                                       iv
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                             INDEX OF DEFINED TERMS

Term                                                  Location
----                                                  --------

Agreement                                             Opening Paragraph
Alltel                                                Recitals
Alltel Purchase Agreement                             4.1.11
Asserting Party                                       5.3(a)
Assignment and Assumption Agreement                   1.7(a)(ii)
ASTM Search Distance                                  2.1.8 (m)
Audited Financial Statements                          2.1.11(b)
Auditor Notice                                        1.4(d)
Authorizations                                        2.1.3(b)
Balance Sheet Liabilities                             1.4(a)
Business                                              Recitals
Buyer                                                 Opening paragraph
Buyer Material Adverse Effect                         4.2.1
Buyer Required Consents                               2.2.2(a)
Buyer's Documents                                     2.2.1(a)
Buyer's Interest                                      Recitals
CapEx Budget                                          2.1.11(d)
Cell Sites                                            2.1.9(d)
Claim Notice                                          5.3(a)
Closing                                               1.6
Closing Date                                          1.6
Closing Date Balance Sheet                            1.4(c)
COBRA                                                 2.1.18(e)(i)
Code                                                  1.7(a)(vi)
Confidential Business Information                     6.5
Construction Permits                                  2.1.3(b)
Contracts                                             2.1.5(b)
Current Assets                                        1.4(f)
Current Balance Sheet                                 2.1.11(b)
Current Balance Sheet Date                            2.1.11(b)
Currently Leased Property                             2.1.8(c)
Currently Owned Property                              2.1.8(c)
Defending Party                                       5.3(a)
Discharged                                            2.1.8 (d)(iv)
Dispute Notice                                        1.4(c)
DOL                                                   2.1.18(e)(vi)
Employee Benefit Plan                                 2.1.18(a)
Environmental Claims                                  2.1.8(m)
Environmental Laws                                    2.1.8(m)
Environmental Permits                                 2.1.8(m)
ERISA                                                 2.1.18(a)


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ERISA Affiliate                                       2.1.18(a)
Escrow Agent                                          1.5
Escrow Agreement                                      1.5
Escrow Amount                                         1.5
Existing Liens                                        2.1.9(b)
FCC                                                   Recitals
FCC Authorizations                                    2.1.3(b)
FCC Licenses                                          2.1.3(b)
FCC Order                                             1.7(a)(iv)
Final Order                                           4.1.7
Financial Statements                                  2.1.11(b)
Formerly Leased Property                              2.1.8(c)
Formerly Owned Property                               2.1.8(c)
GAAP                                                  1.4(b)
GP Designation Agreement                              1.8(a)
Hazardous Materials                                   2.1.8(m)
H.O.                                                  3.6.2(c)
including                                             6.14
Indemnification Cap                                   5.6(a)
Indemnified Buyer Losses                              5.6(a)
Indemnified Buyer Party                               5.1
Indemnified Seller Losses                             5.6(b)
Indemnified Seller Party                              5.2
Indemnifying Seller Parties                           5.2
Indemnifying Seller Party                             5.1
Independent Accountant                                1.4(d)
Initial Adjustments Amount                            1.4(b)
Intellectual Properties                               2.1.23(a)
Interim Financial Statements                          3.1.10
IRS                                                   2.1.18(e)(iv)
Know                                                  6.14
Knowledge                                             6.14
Leased Property                                       2.1.9(c)
Leases Requiring MOL's                                3.6.4
Liabilities                                           2.1.12(c)
Liens                                                 2.1.3(c)
Losses                                                5.1
Managed                                               2.1.8(d)(i)
Market                                                Recitals
Master Site Agreement                                 4.1.9
multi-employer plan                                   2.1.18.(f)
Notice Period                                         5.3(a)
Parent                                                Opening Paragraph
Partners                                              Recitals
Partnership                                           Recitals
Partnership Agreement                                 Recitals


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Partnership Interest                                  Recitals
Person                                                6.14
Pre-closing Taxes                                     3.5.2
Preliminary Closing Date Balance Sheet                1.4(b)
Preliminary Purchase Price                            1.3
Purchase Price                                        1.3
Purchase Price Adjustment                             1.4(a)
PV 2.1.5(f)
Related Party                                         2.1.19
Related Party Property                                2.1.9(b)
reasonably apprised                                   5.7
Remediation                                           5.7
Required Consents                                     2.1.6
Resolution Period                                     1.4(d)
ROFR                                                  1.8(a)
ROFR Notice                                           1.8(a)
SCC                                                   2.1.3(a)
Section 754 Election                                  3.5.3
Seller                                                Opening Paragraph
Seller Material Adverse Effect                        4.1.1
Seller's Closing Date Balance Sheet                   1.4(b)
Seller's Closing Payment                              1.5
Shenandoah Employee Benefit Plan                      2.1.18(a)
Shentel Information                                   6.5
SIU                                                   2.1.3(f)
Straddle Period Return                                3.5.2
Switch                                                Recitals
Switch Sharing Agreement                              Recitals
Switching Services                                    Recitals
System                                                Recitals
Tax Asset                                             3.5.8
Tax Returns                                           2.1.7
Tax Sharing Agreement                                 3.5.8
Taxes                                                 2.1.7
Threshold Amount                                      5.6
Transaction Documents                                 2.1.1(a)
Transition Services Agreement                         4.1.10
Unaudited Financial Statements                        2.1.11(b)
Working Capital Schedule                              1.4(c)


                                       vii
<PAGE>

                     PARTNERSHIP INTEREST PURCHASE AGREEMENT

      THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT ("Agreement"), dated as of
November 21, 2002, is entered into by and among SHENANDOAH MOBILE COMPANY, a
Virginia corporation ("Seller"); SHENANDOAH TELECOMMUNICATIONS COMPANY, a
Virginia corporation ("Parent"); and CELLCO PARTNERSHIP, a Delaware general
partnership doing business as Verizon Wireless ("Buyer").

                                 R E C I T A L S

      WHEREAS, Seller owns a 66% general partner interest (the "Partnership
Interest") in Virginia 10 RSA Limited Partnership, a Virginia limited
partnership (the "Partnership") which was formed pursuant to the Agreement
Establishing Virginia 10 RSA Limited Partnership (the "Partnership Agreement")
dated as of January 1, 1990, among Seller, ALLTEL Communications, Inc., as
successor in interest to Centel Cellular Company of Virginia ("Alltel"), and
Buyer, as successor in interest to Contel Cellular, Inc. (together with Seller
and Alltel, the "Partners");

      WHEREAS, Alltel owns a 33% limited partner interest in the Partnership and
Buyer owns a 1% limited partner interest in the Partnership ("Buyer's
Interest");

      WHEREAS, Seller is a wholly-owned direct subsidiary of Parent;

      WHEREAS, the Partnership is the sole holder of a cellular license granted
by the Federal Communications Commission ("FCC") for the Virginia 10 B2 Rural
Service Area #690 (the "Market");

      WHEREAS, the Partnership is the owner and operator of a wireless
telecommunications system (the "System") in the Market and, in connection
therewith, is engaged in the business of marketing, selling and providing
wireless telecommunications service in the Market (the "Business");

      WHEREAS, Buyer (or an affiliate of Buyer) owns, controls and operates the
switching facilities and equipment (collectively, the "Switch") that perform the
switching and related services in connection with the operation of the System
(the "Switching Services"), and Buyer (or an affiliate of Buyer) is currently
providing such Switching Services to the Partnership pursuant to the terms of a
Switch Sharing Agreement, dated as of December 20, 1990, as amended December 15,
1993, entered into between the Partnership and Buyer (or an affiliate of Buyer)
(as successor to Washington D.C. SMSA Limited Partnership) (the "Switch Sharing
Agreement"); and

      WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
and assume from Seller, the Partnership Interest, subject to and in accordance
with the terms and conditions of this Agreement;


                                       1
<PAGE>

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

                                   ARTICLE I

                                 THE TRANSACTION

            1.1   Purchase and Sale. Subject to the terms and conditions of this
                  Agreement, at the Closing, Seller shall grant, sell, convey,
                  assign, transfer and deliver to Buyer, the Partnership
                  Interest, including all of Seller's right, title and interest
                  (legal and equitable) therein and all of Seller's rights under
                  the Partnership Agreement, free and clear of all Liens, and
                  Buyer shall pay the Purchase Price, purchase the Partnership
                  Interest from Seller and assume and agree to perform and
                  discharge all obligations of Seller under the Partnership
                  Agreement that arise after the Closing and relate to the
                  period after the Closing; provided, however, that Seller shall
                  retain its rights under Section 16.1 of the Partnership
                  Agreement, except to the extent that such rights are
                  inconsistent with Seller's obligations under this Agreement.

            1.2   Related Assets.

            (a)   Except for assets identified on Schedule 1.2(a) and assets
                  covered by the Master Site Agreement contemplated by Section
                  4.1.9, if any Related Party owns or otherwise possesses any
                  right, title or interest of any type or nature whatsoever in
                  any assets that are related primarily to or used primarily in
                  the Business, Seller and Parent shall cause their Related
                  Parties to transfer such assets, free and clear of all Liens,
                  to the Partnership prior to Closing at no cost to Buyer
                  pursuant to instruments of transfer in form and substance
                  reasonably satisfactory to Buyer, and Seller shall obtain all
                  consents and give all notices necessary to do so and shall
                  furnish copies of such consents and notices to Buyer prior to
                  Closing.

            (b)   Buyer acknowledges and agrees that Seller shall cause the
                  Partnership to transfer the assets identified on Schedule
                  1.2(b) to Seller or a Related Party, as determined by Seller
                  in its sole discretion, immediately prior to Closing pursuant
                  to instruments of transfer in form and substance reasonably
                  satisfactory to Seller and Buyer.

            1.3   Purchase Price. The purchase price to be paid by Buyer to
                  Seller for the Partnership Interest shall be $37 million (the
                  "Preliminary Purchase Price"), subject to adjustment at and
                  following Closing as provided in Section 1.4 below (as so
                  adjusted, the "Purchase Price"), and payable by Buyer to
                  Seller in accordance with Section 1.5 below.


                                       2
<PAGE>

            1.4   Purchase Price Adjustment.

            (a)   The Preliminary Purchase Price shall be increased or decreased
                  (the "Purchase Price Adjustment") on a dollar-for-dollar basis
                  for the adjustments described in this Section 1.4. The
                  Preliminary Purchase Price shall be increased by 66% of the
                  amount by which Current Assets exceed the Liabilities of the
                  Partnership that are required to be reflected on the face of a
                  balance sheet prepared in accordance with generally accepted
                  accounting principles (the "Balance Sheet Liabilities") (both
                  as set forth on the Working Capital Schedule determined in
                  accordance with Sections 1.4(c) and 1.4(d) below) or decreased
                  by 66% of the amount by which Balance Sheet Liabilities exceed
                  Current Assets. The Purchase Price Adjustment shall be
                  initially calculated as of the Closing as described in Section
                  1.5 and reflected in Seller's Closing Payment made pursuant to
                  Section 1.5, and finally calculated as described in Section
                  1.4(c).

            (b)   Not more than five (5) and not less than three (3) business
                  days prior to the Closing Date, Seller shall deliver to Buyer,
                  (i) a balance sheet of the Partnership dated as of the opening
                  of business on the Closing Date and based on information
                  reasonably available to Seller not more than five (5) business
                  days prior to the Closing Date, prepared by Seller in
                  accordance with generally accepted accounting principles
                  consistently applied ("GAAP") and on an estimated basis (the
                  "Preliminary Closing Date Balance Sheet"); and (ii) a good
                  faith estimate prepared by Seller of the dollar amount of the
                  Purchase Price Adjustment to the Preliminary Purchase Price
                  (the "Initial Adjustments Amount"), taking account of all
                  provisions establishing the basis for calculating such
                  adjustment set forth herein. The Preliminary Purchase Price
                  shall be increased or decreased at Closing by the Initial
                  Adjustments Amount. Not more than 30 days after the Closing
                  Date, Seller shall deliver to Buyer (A) a balance sheet of the
                  Partnership dated as of the opening of business on the Closing
                  Date, prepared by Seller in accordance with GAAP ("Seller's
                  Closing Date Balance Sheet"), (B) a calculation prepared by
                  Seller of the dollar amount of the Purchase Price Adjustment
                  to the Preliminary Purchase Price based on the information
                  shown in Seller's Closing Date Balance Sheet, taking account
                  of all provisions establishing the basis for calculating such
                  adjustment set forth herein, and (C) copies of the account
                  reconciliations supporting Seller's calculation of the
                  information in Seller's Closing Date Balance Sheet.

            (c)   As promptly as practicable after the Closing Date (but in no
                  event later than 90 days thereafter) Buyer shall prepare and
                  deliver to Seller for its review and comment (i) a schedule
                  dated as of the opening of business on the Closing Date
                  showing all Current Assets and Balance Sheet Liabilities of
                  the Partnership (the "Working Capital Schedule"), (ii) a
                  balance sheet dated as of the opening of business on the
                  Closing Date prepared in accordance with GAAP (the "Closing
                  Date Balance Sheet"), (iii) copies of the account
                  reconciliations supporting Buyer's calculation of the
                  information in the Closing Date Balance Sheet, and (iv) a
                  reconciliation statement setting forth any reconciling items
                  that account for differences between Seller's Closing


                                       3
<PAGE>

                  Date Balance Sheet and the Closing Date Balance Sheet. The
                  Working Capital Schedule shall be prepared as set forth in
                  Section 1.4(f). If Seller objects to any amounts reflected on
                  the Working Capital Schedule or the Closing Date Balance
                  Sheet, Seller must, within 20 business days after Seller's
                  receipt thereof, give written notice (the "Dispute Notice") to
                  Buyer specifying in reasonable detail Seller's objections. If
                  Seller has not given a Dispute Notice with respect to the
                  Working Capital Schedule or the Closing Date Balance Sheet by
                  the end of the 20 business day period after Seller has
                  received all such documents, Buyer's determination of the
                  Purchase Price Adjustment shall be final, binding and
                  conclusive on the parties. Any disputes with respect to the
                  Working Capital Schedule or the Closing Date Balance Sheet
                  shall be resolved pursuant to the procedures of Section
                  1.4(d).

            (d)   With respect to any disputed amounts concerning the Working
                  Capital Schedule or the Closing Date Balance Sheet, the
                  parties shall negotiate in good faith during the 20 business
                  day period (the "Resolution Period") after the date of Buyer's
                  receipt of the Dispute Notice to resolve any such disputes. If
                  the parties are unable to resolve all such disputes within the
                  Resolution Period, then at any time thereafter, either party
                  may require that the disputes be submitted to Grant Thornton
                  (the "Independent Accountant"), such action to be triggered by
                  the requesting party providing written notice to the other
                  party (an "Auditor Notice"). In the event an Auditor Notice is
                  given, the Independent Accountant shall be engaged to provide
                  a final and conclusive resolution of all unresolved disputes
                  within 45 days after such engagement, which resolution shall
                  be based on the express provisions of this Agreement;
                  provided, however, that if the Independent Accountant finds
                  the express terms of this Agreement are not sufficient to
                  resolve any issue or issues, the Independent Accountant shall
                  rely upon GAAP as then in effect. The determination of the
                  Independent Accountant shall be final, binding and conclusive
                  on the parties hereto, and the fees and expenses of the
                  Independent Accountant shall be borne by the party who is not
                  the substantially prevailing party, as determined by the
                  Independent Accountant based on the Independent Accountant's
                  resolution of the issues. If the Independent Accountant is
                  unable to make a determination of which party is the
                  substantially prevailing party, the parties shall share the
                  expenses of the Independent Accountant equally.

            (e)   From and after the Closing Date, Buyer shall provide Seller
                  upon reasonable notice with free and full access to the books,
                  records and personnel of Buyer and the Partnership reasonably
                  requested by Seller to assist Seller in its review of the
                  Working Capital Schedule and the Closing Date Balance Sheet
                  prepared by Buyer.

            (f)   The Working Capital Schedule shall set forth all Current
                  Assets and Balance Sheet Liabilities of the Partnership
                  existing as of the opening of business on the Closing Date.
                  For clarification purposes, Schedule 1.4(f) sets forth an
                  example of the Working Capital Schedule if it were to have
                  been prepared as


                                       4
<PAGE>

                  of the Current Balance Sheet Date. For purposes of this
                  Agreement, "Current Assets" shall mean:

            (i)   all cash and cash equivalents of the Partnership;

            (ii)  all assets and rights of the Partnership determined in
                  accordance with GAAP to be "trade accounts receivable"
                  (including customer and roaming accounts receivable), provided
                  that (1) Current Assets shall not include any accounts
                  receivable owed by any Related Party to the Partnership and
                  (2) the allowance for uncollectible accounts receivable shall
                  be equal to 3% of the total value of the Partnership's
                  customer accounts receivable (not including roaming accounts
                  receivable);

            (iii) the following assets of the Partnership valued at the lower of
                  cost or market, but in no event valued at an aggregate amount
                  greater than $40,000: all mobile telephones and accessories
                  directly related to such mobile telephones of the Partnership
                  determined in accordance with GAAP to be "inventory," but
                  excluding any such assets that have been used as displays or
                  demonstration items in retail sales locations; a physical
                  audit of the Partnership's inventory will be taken by
                  representatives of Seller and Buyer during the afternoon or
                  evening prior to Closing, the results of which shall, except
                  in the event of theft of inventory on the day before the
                  Closing after such audit is taken or on the Closing Date, be
                  final and binding upon the parties (i.e., the physical
                  inventory count shall not be reviewable by the Independent
                  Accountant pursuant to Section 1.4(d) above) for purposes of
                  determining the number and type of inventory items existing as
                  of the Closing, which information shall be used to derive the
                  value of the inventory of the Partnership included as Current
                  Assets and reflected on the Working Capital Schedule; and

            (iv)  all assets and rights of the Partnership determined in
                  accordance with GAAP to be "prepaid expenses;" provided that
                  such prepaid expenses shall not include prepaid insurance or
                  prepaid amounts under any Shenandoah Employee Benefit Plan.

            (g)   If the Purchase Price Adjustment (as finally determined in
                  accordance with the provisions set forth above) less the
                  Initial Adjustments Amount is a positive amount, then, within
                  five business days after such final determination, Buyer shall
                  pay to Seller such amount in immediately available funds, plus
                  interest on such amount from the Closing Date until such date
                  of payment at the rate of 2% per annum. If the Purchase Price
                  Adjustment (as finally determined in accordance with the
                  provisions set forth above) less the Initial Adjustments
                  Amount is a negative amount, then, within five (5) business
                  days after such final determination, Seller shall pay to
                  Buyer, the absolute value of such amount in immediately
                  available funds, plus interest on such amount from the Closing
                  Date until such date of payment at the rate of


                                       5
<PAGE>

                  2% per annum. The parties agree that Seller may not satisfy
                  such payment by directing Buyer to deduct such amount from the
                  Escrow Amount.

            (h)   In the event that Seller is required to pay to any third party
                  after the Closing any Balance Sheet Liability of the
                  Partnership as of the Closing that was not paid to the third
                  party by the Partnership after the Closing and that remains
                  due and payable from the Partnership to the third party as of
                  the time of payment, then Seller shall so notify Buyer on or
                  before the date payment is made by Seller to the third party
                  and Buyer shall cause the Partnership to reimburse Seller for
                  the amount paid to the third party within 30 days after
                  Buyer's receipt of such notice.

            1.5   Payment of Purchase Price. On the Closing Date Buyer shall
                  pay, on account of the Purchase Price, to Seller, an amount
                  equal to the Preliminary Purchase Price (i) less the amount of
                  $5 million (the "Escrow Amount") to be deposited into escrow
                  with JPMorgan Chase Bank (the "Escrow Agent") pursuant to the
                  terms of an Escrow Agreement to be entered into among the
                  parties in the form attached hereto as Exhibit A (the "Escrow
                  Agreement"), and (ii) less or plus the amount of any Initial
                  Adjustments Amount (the "Seller's Closing Payment"), payable
                  by wire transfer of immediately available funds to such
                  account(s) as Seller shall designate prior to the Closing
                  Date.

            1.6   Closing. Unless this Agreement shall have been earlier
                  terminated in accordance with the provisions of this
                  Agreement, the closing under this Agreement (the "Closing")
                  shall take place at the offices of Buyer, 180 Washington
                  Valley Road, Bedminster, NJ 07921, at 10:00 a.m. local time on
                  the date that is five (5) business days after the FCC Order
                  becomes a Final Order, subject to the satisfaction or waiver
                  of the conditions set forth in Article IV, or at such other
                  time or place as may be mutually agreed upon in writing by
                  Buyer and Seller. The date of the Closing is referred to
                  herein as the "Closing Date."

            1.7   Deliveries and Proceedings at Closing. At the Closing and
                  subject to the terms and conditions herein contained:

            (a)   Deliveries by Seller. Seller shall deliver to Buyer the
                  following:

            (i)   The Preliminary Closing Date Balance Sheet and Seller's good
                  faith estimate of the Initial Adjustments Amount in accordance
                  with Section 1.4(b) above, which shall be delivered not more
                  than five and not less than three business days prior to
                  Closing notwithstanding the introductory clause to this
                  Section;

            (ii)  an Assignment and Assumption of Partnership Interest in the
                  form attached hereto as Exhibit B, duly executed by Seller
                  (the "Assignment and Assumption Agreement");

            (iii) the Escrow Agreement, duly executed by Seller;


                                       6
<PAGE>

            (iv)  written evidence of FCC approval of Seller's and Buyer's
                  application to transfer control of the Partnership to Buyer
                  (the "FCC Order");

            (v)   the Required Consents in form and substance reasonably
                  satisfactory to Buyer;

            (vi)  a "FIRPTA Certificate" as required by Section 1445 of the
                  Internal Revenue Code of 1986, as amended (the "Code"); and

            (vii) a letter from the Department of Taxation of the Commonwealth
                  of Virginia (the "Tax Department"), dated as of a date no
                  earlier than 30 days prior to the Closing Date, indicating
                  with respect to sales taxes that (i) the Partnership's account
                  is registered for sales taxes and (ii) the Tax Department
                  found no outstanding assessments or delinquent notices on
                  file, provided that Seller shall not be required to deliver
                  any such letter to the extent not available from the Tax
                  Department.

            (b)   Deliveries by Buyer. Buyer shall deliver to Seller the
                  following:

            (i)   Seller's Closing Payment in accordance with Section 1.5;

            (ii)  the Escrow Agreement, duly executed by Buyer; and

            (iii) the Assignment and Assumption Agreement, duly executed by
                  Buyer.

            (c)   Other Deliveries. The parties hereto shall also deliver to
                  each other the agreements, closing certificates, opinions of
                  corporate and FCC counsel and other documents and instruments
                  required to be delivered pursuant to this Agreement.

            1.8   Rights of First Refusal.

            (a)   The parties acknowledge that pursuant to the Partnership
                  Agreement, Alltel and Buyer each has a right of first refusal
                  (a "ROFR") with respect to the sale of Seller's Partnership
                  Interest to Buyer contemplated by this Agreement. As soon as
                  practicable and in any event within 15 days after the
                  execution of this Agreement, Seller shall offer the

Partnership Interest to Alltel pursuant to a written notice (the "ROFR Notice")
in accordance with the requirements of the Partnership Agreement, and thereafter
Seller shall comply with the additional requirements of the Partnership
Agreement relating to the ROFR. Seller will promptly furnish to Buyer a copy of
the ROFR Notice sent to Alltel and copies of all subsequent written
communications between Seller and Alltel with respect to such offer. Buyer
hereby waives the requirement of the Partnership Agreement that it be given a
ROFR Notice and hereby notifies Seller that it is exercising its ROFR in
accordance with the Partnership Agreement; provided, however, that if the
Closing condition set forth in Section 4.1.11 of this Agreement is satisfied by
the satisfaction of clause (i), (ii) or (iii) of that Section, then Buyer's
exercise of its ROFR shall be deemed to be rescinded at the time of the
satisfaction of such condition, automatically and


                                       7
<PAGE>

without the need for any further notice by any party. In the event that Alltel
validly exercises its ROFR and Buyer and Alltel agree on which of them shall be
the general partner of the Partnership as contemplated by Section 13.3 of the
Partnership Agreement (such agreement to be in the form of a letter agreement
duly executed by Buyer and Alltel and addressed to Seller, and referred to
herein as the "GP Designation Agreement"), the following modifications and
additions shall be deemed to be made to this Agreement, automatically and
without the requirement of any further action by any party, in order to
implement the terms of the ROFR's:

            (i)   instead of purchasing Seller's entire 66% interest in the
                  Partnership, Buyer shall purchase from Seller a 49% interest
                  in the Partnership (and Alltel will purchase the remaining 17%
                  interest of Seller pursuant to its ROFR), and all references
                  herein to the "Partnership Interest" shall thereafter mean
                  such 49% interest,

            (ii)  the Preliminary Purchase Price shall be reduced in proportion
                  to the reduction in the interest being purchased, from $37
                  million to $27,469,696,

            (iii) the percentages used to calculate the Purchase Price
                  Adjustment under Section 1.4(a) shall be changed from 66% to
                  49%,

            (iv)  the Escrow Amount shall be reduced in proportion to the
                  reduction in the interest being purchased, from $5,000,000 to
                  $3,712,121,

            (v)   the Indemnification Cap shall be reduced in proportion to the
                  reduction in the interest being purchased, i.e. the
                  Indemnification Cap until the first anniversary of the Closing
                  Date shall be reduced from $25 million to $18,560,605 and the
                  Indemnification Cap thereafter shall be determined under
                  Section 5.6(a) based on $11,136,363 rather than $15 million,

            (vi)  the Threshold Amount shall be reduced in proportion to the
                  reduction in the interest being purchased, from $250,000 to
                  $185,606, and

            (vii) Buyer and Seller shall file an amendment to the FCC
                  application filed in accordance with Section 3.3.1, or shall
                  file a new application in lieu thereof, as appropriate to
                  reflect the change in the transaction provided for in this
                  Section 1.8 and the identity of the new general partner in
                  accordance with FCC requirements, and to reflect Alltel's
                  purchase of a 17% interest from Seller as part of the same
                  application if required or advisable in accordance with FCC
                  requirements, and all references herein to the FCC application
                  shall thereafter refer to the application as so amended or
                  replaced.


                                       8
<PAGE>

            (b)   If Alltel validly exercises its ROFR and the GP Designation
                  Agreement, duly executed by Buyer and Alltel, is delivered to
                  Seller, the parties agree to execute an amendment to this
                  Agreement as soon as practicable evidencing such modifications
                  and additions; it being acknowledged, however, that no such
                  amendment shall be necessary for such modifications and
                  additions to be effective.

            (c)   Notwithstanding anything to the contrary set forth herein, the
                  execution by Seller of the Alltel Purchase Agreement (as
                  defined in Section 4.1.11) following the valid exercise of
                  Alltel's ROFR and the execution and delivery of the GP
                  Designation Agreement by Buyer and Alltel shall not constitute
                  a violation by Seller of any covenant or agreement set forth
                  herein or a breach of any representation or warranty of Seller
                  set forth herein.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

            2.1   Representations and Warranties of Seller and Parent. Seller
                  and Parent jointly and severally represent and warrant to
                  Buyer as of the date of this Agreement and as of the Closing
                  Date as follows (provided, however, that any breach of any of
                  Seller's or Parent's representations or warranties directly
                  caused by either (i) a breach by Buyer or an affiliate of
                  Buyer of its obligations under the Switch Sharing Agreement,
                  or (ii) the failure by Buyer or an affiliate of Buyer to
                  provide to the Partnership the benefits of any modification to
                  the functionality of the Switch that Buyer or an affiliate of
                  Buyer makes for its own purposes, shall be disregarded for
                  purposes of this Agreement):

            2.1.1 Organization and Authority of Seller and Parent.

            (a)   Seller is a corporation duly formed, validly existing and in
                  good standing under the laws of the Commonwealth of Virginia.
                  The copies of the certificate of incorporation and by-laws of
                  Seller included in Schedule 2.1.1(a) are true, correct and
                  complete copies of such documents, as currently in effect.
                  Except as set forth in such certificate of incorporation or
                  by-laws, there is no agreement, commitment or understanding
                  with respect to the ownership, operation or governance of
                  Seller or the rights or obligations of the shareholders of
                  Seller. Seller has the requisite corporate power, authority
                  and legal right to execute, deliver and perform this
                  Agreement. The execution, delivery and performance by Seller
                  of this Agreement and all other Transaction Documents to which
                  Seller is a party have been duly authorized by all necessary
                  corporate action on the part of Seller, including approval of
                  this transaction by Parent, as the sole shareholder of Seller.
                  As used herein, the term "Transaction Documents" means this
                  Agreement, any amendment to this Agreement, all other
                  agreements, certificates, documents and instruments required
                  to be executed and/or delivered by the parties or any one or
                  more of them in accordance with the provisions of Section 1.7,
                  4.1, 4.2 or 6.4 of this


                                       9
<PAGE>

                  Agreement and all other agreements, certificates, documents
                  and instruments that are executed and delivered by the parties
                  or any one or more of them in connection with the Closing.
                  This Agreement has been, and the other Transaction Documents
                  to which Seller is a party will be, duly executed and
                  delivered by Seller, and this Agreement constitutes, and such
                  Transaction Documents when executed and delivered will
                  constitute, the legal, valid and binding obligations of
                  Seller, enforceable against Seller in accordance with their
                  respective terms, except as such enforceability may be limited
                  by bankruptcy laws and other similar laws affecting creditors'
                  rights generally, and except that the remedy of specific
                  performance and injunctive relief and other forms of equitable
                  relief may be subject to equitable defenses and to the
                  discretion of the court before which any proceeding therefor
                  may be brought.

            (b)   Parent is a corporation duly formed, validly existing and in
                  good standing under the laws of the Commonwealth of Virginia.
                  The copies of the certificate of incorporation and by-laws of
                  Parent included in Schedule 2.1.1(b) are true, correct and
                  complete copies of such documents, as currently in effect.
                  Except as set forth in such certificate of incorporation or
                  bylaws, there is no agreement, commitment or understanding
                  with respect to the ownership, operation or governance of
                  Parent or the rights or obligations of the shareholders of
                  Parent. Parent has the requisite corporate power, authority
                  and legal right to execute, deliver and perform this
                  Agreement. The execution, delivery and performance by Parent
                  of this Agreement and all other Transaction Documents to which
                  Parent is a party have been duly authorized by all necessary
                  corporate action on the part of Parent. This Agreement has
                  been, and the other Transaction Documents to which Parent is a
                  party will be, duly executed and delivered by Parent, and this
                  Agreement constitutes, and such Transaction Documents when
                  executed and delivered will constitute, the legal, valid and
                  binding obligations of Parent, enforceable against Parent in
                  accordance with their respective terms, except as such
                  enforceability may be limited by bankruptcy laws and other
                  similar laws affecting creditors' rights generally, and except
                  that the remedy of specific performance and injunctive relief
                  and other forms of equitable relief may be subject to
                  equitable defenses and to the discretion of the court before
                  which any proceeding therefor may be brought.

            2.1.2 Organization and Capitalization of the Partnership.

            (a)   The Partnership is a limited partnership duly formed, validly
                  existing and in good standing under the laws of the
                  Commonwealth of Virginia. The Partnership is not qualified to
                  do business as a foreign entity in any jurisdiction. The
                  copies of the Partnership's certificate of limited partnership
                  (as amended to date) and the Partnership Agreement included in
                  Schedule 2.1.2(a) are true, correct and complete copies of
                  such documents, as currently in effect. Except as set forth in
                  Schedule 2.1.2(a), the Partnership Agreement has not been
                  amended and no waiver of rights thereunder by Seller or, to
                  Seller's Knowledge, Alltel, is currently in effect. Except as
                  set forth in the


                                       10
<PAGE>

                  Partnership Agreement, there is no agreement, commitment or
                  understanding with respect to the ownership, operation or
                  governance of the Partnership or the rights or obligations of
                  the partners of the Partnership. The Partnership has all
                  necessary partnership power and authority to own and operate
                  its properties and to carry on the Business as it is now being
                  conducted.

            (b)   Seller and, to Seller's Knowledge, Alltel and Buyer are the
                  only partners in the Partnership. Schedule 2.1.2(b) accurately
                  sets forth Seller's and to Seller's Knowledge, Alltel's and
                  Buyer's, ownership interests and capital accounts in the
                  Partnership. The Partnership has not admitted any partner or
                  issued any ownership interest in the Partnership to any Person
                  other than the Partners. Except as set forth on Schedule
                  2.1.2(b), Seller has not, either in its capacity as General
                  Partner of the Partnership or otherwise, received any notice
                  of a transfer by Alltel of any interest in the Partnership,
                  including a notice pursuant to Section 11.2 of the Partnership
                  Agreement. The Partners' ownership interests in the
                  Partnership are not evidenced by any certificate, instrument
                  or other document (other than the Partnership Agreement). The
                  Partnership Interest has been duly authorized and validly
                  issued and is fully paid. To Seller's Knowledge, no Person
                  other than the Partners has any interest in the Partnership or
                  any voting rights with respect to the Partnership. Except as
                  set forth in the Partnership Agreement, there are no
                  subscriptions, warrants, options, convertible or exchangeable
                  securities, calls, rights, contracts, understandings or
                  commitments of any character obligating the Partnership to
                  issue, deliver or sell to any Person any interest in or voting
                  rights with respect to the Partnership or any securities
                  convertible into or exchangeable for any such interest or
                  rights. Except as set forth in the Partnership Agreement,
                  there are no outstanding obligations of the Partnership to
                  repurchase, redeem or otherwise acquire the Partnership
                  Interest or, to Seller's Knowledge, the partnership interest
                  of either of the other Partners. There are no subscriptions,
                  warrants, options, puts, calls, rights, tag-along rights,
                  drag-along rights, rights of first refusal, contracts,
                  commitments, voting trusts, proxies, understandings,
                  restrictions or arrangements relating to the Partnership
                  Interest or, to Seller's Knowledge, the partnership interest
                  of either of the other Partners, other than as set forth in
                  the Partnership Agreement. The Partnership does not own, or
                  have any other proprietary interest (of record, beneficial or
                  equitable) in, any Person. Seller and, to Seller's Knowledge,
                  each of the other Partners, has satisfied all capital calls,
                  contribution requirements and similar obligations to make
                  contributions or investments in the Partnership and is not in
                  default under the Partnership Agreement.

            2.1.3 Compliance with Law; Authorizations.

            (a)   The Partnership and Seller (i) have complied in all respects
                  with, and are not in violation in any respect of, any federal,
                  state or local law, ordinance, code, order or governmental
                  rule or regulation to which the Partnership, any of the
                  Partnership's assets or the Business are subject, including
                  rules, regulations or orders of the FCC and the Virginia State
                  Corporation Commission (the


                                       11
<PAGE>

                  "SCC"), and (ii) have not failed to obtain or to adhere to the
                  requirements of any license, permit or authorization necessary
                  to the ownership of the Partnership's assets or to the conduct
                  of the Business.

            (b)   Set forth on Schedule 2.1.3(b) is a list of all licenses
                  issued by the FCC to the Partnership to construct, own and
                  operate a wireless telecommunications system in the Market,
                  including licenses related to associated microwave facilities
                  (collectively, the "FCC Licenses"), all outstanding
                  construction permits issued by the FCC to the Partnership with
                  respect to construction of a wireless telecommunications
                  system in the Market (the "Construction Permits"; and the FCC
                  Licenses and the Construction Permits collectively, the "FCC
                  Authorizations"), all of the Partnership's Environmental
                  Permits, all conditional use permits or other local permits
                  issued to the Partnership that relate to real property owned
                  or leased by the Partnership or to the Partnership's use of
                  any such property, and all other licenses, permits, approvals
                  or other authorizations issued to the Partnership by any
                  federal, state or local governmental authority (collectively
                  (including the FCC Authorizations and the Environmental
                  Permits), the "Authorizations").

            (c)   Except as set forth on Schedule 2.1.19, the Authorizations are
                  the only permits, franchises, easements, licenses, variances,
                  exemptions, rights, applications, filings, registrations,
                  orders or other authorizations and approvals from governmental
                  authorities which are necessary for the Partnership to conduct
                  the Business as currently being conducted by the Partnership.
                  Each of the Authorizations is in full force and effect, is
                  validly and exclusively held by the Partnership, is free and
                  clear of any legal disqualifications, conditions or other
                  restrictions (other than those routinely imposed in
                  conjunction with such Authorizations), is free and clear of
                  all Liens (defined below) except for Existing Liens (as
                  defined in Section 2.1.9(b)), and is in compliance with all
                  laws, rules, regulations, orders and decrees. As used herein,
                  the term "Liens" means any mortgage, lien, pledge, charge,
                  security interest, encumbrance, easement, conditional sales
                  contract, reversionary interest (except for any reversionary
                  rights of landlords under leases to which the Partnership is a
                  party), transfer restriction, right of first refusal, voting
                  trust agreement, preemptive right, or other adverse claim,
                  defect of title, limitation or restriction of any type or
                  nature whatsoever. Except as set forth on Schedule 2.1.3(c),
                  there are no existing applications, petitions to deny or
                  complaints or proceedings pending or, to Seller's Knowledge,
                  threatened, before the FCC, the SCC or any other tribunal,
                  governmental authority or regulatory agency relating to the
                  Authorizations or the Business (other than proceedings
                  affecting the wireless telecommunications industry generally).
                  To Seller's Knowledge, no governmental authority or regulatory
                  agency has threatened to terminate or suspend any of the
                  Authorizations. To Seller's Knowledge, there are no disputes
                  of any kind outstanding with respect to any of the
                  Authorizations. The Partnership is not in default, nor has it
                  received any notice of any claim of default, with respect to
                  any of the Authorizations, and no event has occurred with
                  respect to any of the Authorizations which


                                       12
<PAGE>

                  permits, or after notice or lapse of time or both would
                  permit, revocation or termination thereof or which will or
                  could reasonably be expected to result in any default, claim
                  of default or impairment of the rights of the holder of any of
                  the Authorizations. Except as otherwise governed by laws,
                  ordinances or governmental rules or regulations, all of the
                  Authorizations are renewable by their terms or in the ordinary
                  course of the Business without the need to comply with any
                  special qualification procedures or to pay any amounts other
                  than routine filing and regulatory fees. None of the
                  Authorizations will be, or could be reasonably expected to be,
                  adversely affected by consummation of the transactions
                  contemplated hereby. The Partnership is the sole holder of the
                  Authorizations. No partner, officer, employee or former
                  employee of the Partnership or any affiliate of the
                  Partnership, or any other Person, firm or corporation, owns or
                  has any proprietary, financial or other interest (direct or
                  indirect) in any Authorization which the Partnership owns,
                  possesses or uses in the operation of the Business as
                  currently being conducted by the Partnership.

            (d)   No Person or entity other than the Partnership has any
                  interest in, or right to, any of the Partnership's contracts
                  to provide wireless telecommunications services to its
                  customers, except pursuant to roaming agreements of the
                  Partnership.

            (e)   The maps provided by Seller and attached hereto as Schedule
                  2.1.3(e) are true and accurate depictions of the current
                  Cellular Geographic Service Areas and boundaries for the
                  System in all material respects, as such term is defined in
                  Section 22.911 of the FCC's rules, 47 C.F.R. Section 22.911.

            (f)   On August 30, 1995, the Partnership filed a System Information
                  Update with the FCC for the System, and the Partnership has
                  also made various filings with the FCC as listed on Schedule
                  2.1.3(f) (such filings, collectively, the "SIU"). The SIU
                  accurately identifies and describes the predicted contours,
                  cell sites, and the Cellular Geographic Service Area boundary
                  for the System as of that date, and the information provided
                  therein remains accurate and complete.

            2.1.4 Litigation.

            (a)   Except as set forth in Schedule 2.1.4(a), no litigation,
                  arbitration, investigation or other proceeding of or before
                  any court, arbitrator or governmental or regulatory official,
                  body or authority is pending or, to the Knowledge of Seller,
                  threatened against the Partnership, and Seller does not Know
                  of any reasonably likely basis for any such litigation,
                  arbitration, investigation or proceeding. There is no suit,
                  action or other proceeding, or injunction or final judgment
                  relating thereto, pending, or to the Knowledge of Seller,
                  threatened against the Partnership, Seller or, to the
                  Knowledge of Seller, Alltel, before any court or governmental
                  or regulatory official, body or authority, including the FCC
                  or the SCC, in which it is sought to restrain, prohibit,
                  obtain damages


                                       13
<PAGE>

                  or other relief in connection with, terminate or modify, or
                  which might otherwise affect, this Agreement or the
                  consummation of the transactions contemplated hereby, and, to
                  the Knowledge of Seller, no investigation that might result in
                  any such suit, action or proceeding is pending or threatened.
                  The Partnership is not a party to or subject to the provisions
                  of any judgment, order, writ, injunction, decree or award of
                  any court, arbitrator or governmental or regulatory official,
                  body or authority. Neither Seller nor, to the Knowledge of
                  Seller, Alltel, is a party to or subject to the provisions of
                  any judgment, order, writ, injunction, decree or award of any
                  court, arbitrator or governmental or regulatory official, body
                  or authority which will or could reasonably be expected to
                  affect the Partnership, the Business or consummation of the
                  transactions contemplated under this Agreement.

            (b)   Schedule 2.1.4(b) lists all civil fines, penalties, and any
                  orders, writs, judgments, injunctions, decrees,
                  determinations, or other awards of any courts, governmental
                  agencies or other governmental authorities, which have been
                  imposed or levied against the Partnership during the past five
                  (5) years, together with all settlements by the Partnership of
                  any legal claims actually brought or threatened against the
                  Partnership, or which the Partnership or any of its assets has
                  or may become subject to, during the past five (5) years.

            2.1.5 Contracts and Other Agreements.

            (a)   Except as listed and described in Schedule 2.1.5(a), the
                  Partnership is not a party to any written or oral, express or
                  implied:

            (i)   agreement, contract or commitment with any present or former
                  employee or consultant or for the employment of any Person,
                  including any consultant, who is engaged in the conduct of the
                  Business;

            (ii)  agreement, contract, commitment or arrangement with any labor
                  union or other representative of employees;

            (iii) agreement, contract or commitment for the future purchase of,
                  or payment for, supplies or products, or for the performance
                  of services by a third party, involving in any one case
                  $25,000 or more;

            (iv)  lease, license or other agreement relating to any existing or
                  proposed cell site or retail store, or any agreement to
                  purchase, lease or license any real property, improvements or
                  equipment relating to any existing or proposed cell site or
                  retail store, except for standard "off-the-shelf" software
                  license agreements entered into in the ordinary course of
                  business;

            (v)   agreement, contract, lease or commitment continuing over a
                  period of more than six (6) months from the date hereof or
                  exceeding $25,000 in value;


                                       14
<PAGE>

            (vi)  commission, representative, distributorship or sales agency
                  agreement, contract or commitment (with any requirement that
                  the Partnership pay any residuals under any such arrangement
                  noted on such Schedule);

            (vii) conditional sale or lease under which the Partnership is
                  either purchaser or lessee relating to assets of the
                  Partnership or any property at which any such assets are
                  located;

           (viii) note, debenture, bond, trust agreement, letter of credit
                  agreement, loan agreement or other contract or commitment for
                  the borrowing or lending of money or agreement or arrangement
                  for a line of credit or guarantee, pledge or undertaking of
                  the indebtedness of any other Person;

            (ix)  agreement, contract or commitment for any charitable or
                  political contribution;

            (x)   agreement, contract or commitment limiting or restraining the
                  Partnership, any partner or other Affiliate of the Partnership
                  or any successor thereto from engaging or competing in any
                  manner or in any business, nor, to Seller's Knowledge, is any
                  employee of the Partnership subject to any such agreement,
                  contract or commitment;

            (xi)  license, franchise, distributorship or other agreement which
                  relates in whole or in part to any software, patent,
                  trademark, trade name, service mark or copyright or to any
                  ideas, technical assistance or other know-how of or used by
                  the Partnership in the conduct of operating the System, except
                  for standard "off-the-shelf" software license agreements
                  entered into in the ordinary course of business;

            (xii) any roaming agreement, interconnection agreement or contour
                  extension agreement;

           (xiii) agreement or commitment for any capital expenditure or
                  leasehold improvement in excess of $25,000;

            (xiv) any agreement granting power of attorney to any other Person;

            (xv)  any confidentiality or non-disclosure agreement pursuant to
                  which the Partnership has agreed to keep confidential
                  information obtained from any other Person or which is related
                  to the assets of the Partnership; or

            (xvi) other material agreement, contract or commitment not made in
                  the ordinary course of the Business consistent with past
                  practice.

            (b)   Except as disclosed on Schedule 2.1.9(b): (i) each of the
                  agreements, contracts, commitments, leases, plans and other
                  instruments, documents and undertakings listed in Schedule
                  2.1.5(a), or not required to be listed therein because of the
                  amount thereof (collectively, the "Contracts"), is valid, in
                  full


                                       15
<PAGE>

                  force and effect, binding upon and enforceable against the
                  Partnership and against any other party thereto, in accordance
                  with its terms except to the extent that such enforcement may
                  be limited by applicable bankruptcy, insolvency,
                  reorganization, moratorium, and other similar laws now or
                  hereafter in effect affecting creditors' rights generally and
                  by general principles of equity (regardless of whether
                  enforceability is considered in a proceeding in equity or at
                  law); and (ii) with respect to the Contracts, neither the
                  Partnership, nor, to Seller's Knowledge, any other party
                  thereto, is in default in the performance, observance or
                  fulfillment of any material obligation, covenant or condition
                  contained therein, and no event has occurred which with or
                  without the giving of notice or lapse of time, or both, would
                  constitute a default thereunder by the Partnership or, to
                  Seller's Knowledge, by any other party thereto. The
                  representations set forth in both clauses of the preceding
                  sentence will be true as of the Closing with respect to the
                  agreements listed in Part II of Schedule 2.1.19 and the
                  agreements to be entered into by the Partnership pursuant to
                  Section 3.6.1. Seller has delivered to Buyer true, correct and
                  complete copies of all Contracts listed on Schedule 2.1.5(a)
                  and all agreements listed in Part II of Schedule 2.1.19,
                  including all amendments, supplements and modifications
                  thereto or waivers currently in effect thereunder.

            (c)   Set forth on Schedule 2.1.5(c) is a true and complete copy of
                  all forms of contract that govern the Partnership's provision
                  of wireless service to its current customers, together with a
                  statement of the period during which each such form was used
                  by the Partnership to add new customers. Except as disclosed
                  on Schedule 2.1.5(c), all contracts that govern the
                  Partnership's provision of wireless service to its customers
                  are valid, in full force and effect, binding upon the
                  Partnership and the other parties thereto and enforceable in
                  accordance with their respective terms, subject to bankruptcy,
                  insolvency, reorganization, moratorium or similar laws now or
                  hereafter in effect affecting creditors' rights generally and
                  by general principles of equity (regardless of whether
                  enforceability is considered in a proceeding in equity or at
                  law). Except for late payments by customers that are
                  accurately reflected in the books of account of the
                  Partnership, neither the Partnership, nor to Seller's
                  Knowledge, any other party thereto, is in default under any of
                  such contracts, nor, to Seller's Knowledge, does any condition
                  exist that, with notice or lapse of time or both, would
                  constitute such a default.

            (d)   To Seller's Knowledge, no supplier of the Business or party to
                  any roaming contract, interconnection agreement, or other
                  agreement (which supplier or party accounts for $25,000 or
                  more annually in business with the Partnership) intends to
                  cancel or otherwise modify, other than in the ordinary course
                  of its relationship with the Partnership or the Business, or
                  to decrease significantly or limit, its purchases, services,
                  supplies or materials from or to the Partnership or the
                  Business.


                                       16
<PAGE>

            (e)   Schedule 2.1.5(e) sets forth a description of each of the
                  price plans presently in the process of being implemented or
                  presently covering the active subscribers of the Business,
                  together with the number of subscribers, as of July 23, 2002,
                  under each such plan, and the number of such subscribers whose
                  account balances have been outstanding for more than 60 days.

            (f)   Schedule 2.1.5(f) sets forth a list of (i) all carriers to
                  which the Partnership has paid roaming charges during the 12
                  months ended on June 15, 2002 and (ii) the 10 carriers to
                  which the Partnership has paid the most roaming charges during
                  the 12 months ended on September 15, 2002, in order based upon
                  total amount paid, showing the total amount paid to each of
                  the 10 carriers during such period. None of the roaming
                  agreements between the Partnership and any of such carriers
                  provides for transfer rates in excess of $3.00 per day and
                  $1.00 per minute. Each such roaming agreement contains
                  provisions requiring each party thereto to use a pre-call
                  validation ("PV") system in all markets covered by such
                  roaming agreement and that any call completed by the serving
                  carrier under such roaming agreement shall be the sole
                  responsibility of such serving carrier if either (i) a PV
                  request has determined that the roamer placing such call is
                  not a valid customer of the home carrier or (ii) the call has
                  been placed using an unauthorized ESN after entry to the
                  Industry Negative File has become effective.

            (g)   Schedule 2.1.5(g) identifies each loan agreement and each
                  security agreement to which Seller or Parent is a party and
                  pursuant to which Seller or Parent has borrowed money,
                  established a line of credit or granted a security interest to
                  any third party.

            2.1.6 No Conflicts; Consents. Upon the receipt of requisite
                  consents, approvals and Authorizations from the FCC and other
                  regulatory agencies, as described in Section 4.2.5, the
                  post-closing notifications required by the FCC and the receipt
                  or giving of the consents and notices set forth on Schedule
                  2.1.6 (collectively, the "Required Consents"), the execution,
                  delivery and performance of this Agreement and the other
                  Transaction Documents by Seller and Parent do not and will not
                  violate, conflict with or result in the breach of any term,
                  condition or provision of, or require any consent,
                  authorization or approval of, registration or filing with or
                  notice to, any other Person (including any governmental or
                  regulatory official, body or authority) under, (a) any
                  existing law, ordinance, or governmental rule or regulation to
                  which the Partnership, Seller, Parent, any of the
                  Partnership's assets or the Business is subject, (b) any
                  judgment, order, writ, injunction, decree or award of any
                  court, arbitrator or governmental or regulatory official, body
                  or authority which is applicable to the Partnership, Seller,
                  Parent, any of the Partnership's assets or the Business, (c)
                  the Partnership Agreement, (d) the Partnership's certificate
                  of limited partnership, (e) the certificate of incorporation,
                  by-laws or shareholder agreement of Seller or Parent, or (f)
                  any mortgage, indenture, agreement, contract, commitment,
                  lease, plan, Authorization, or other instrument, document or
                  understanding, oral or


                                       17
<PAGE>

                  written, to which the Partnership, Seller or Parent is a party
                  or subject, by which the Partnership, Seller or Parent may
                  have rights or by which any of the assets of the Partnership
                  may be bound or affected, or give any party with rights
                  thereunder the right to terminate, modify, accelerate or
                  otherwise change the existing rights or obligations of the
                  Partnership, Seller or Parent thereunder. For each Required
                  Consent, Schedule 2.1.6 specifies whether the Required Consent
                  consists of an authorization, an approval, a consent, a
                  registration, a filing or a notice.

            2.1.7 Taxes. Except as set forth on Schedule 2.1.7, (a) the
                  Partnership has timely filed all reports, returns, statements
                  (including estimated reports, returns, or statements) and
                  other similar filings required to be filed on or before the
                  Closing Date by the Partnership ("Tax Returns") and all such
                  Tax Returns were correct and complete in all material
                  respects; (b) there are no audits or investigations pending
                  or, to Seller's Knowledge, threatened against the Partnership
                  with respect to any Taxes (as defined below in this Section
                  2.1.7); (c) all Taxes owed by the Partnership, or payable with
                  respect to any asset of the Partnership, which relate to Tax
                  periods ending on or before the Closing Date, whether or not
                  shown on any Tax Return, will have been paid by the
                  Partnership in full to the appropriate Tax authority prior to
                  the Closing Date; (d) for all Tax periods beginning before and
                  ending after the Closing Date, 66% of all Taxes owed by the
                  Partnership which relate to the portion of such Tax period
                  ending on and including the Closing Date will be paid by
                  Seller in full to the appropriate Tax authority within 30 days
                  after the Closing Date, if and to the extent that any such
                  Taxes are not included as Balance Sheet Liabilities on
                  Seller's Closing Date Balance Sheet; (e) there is in effect no
                  extension for the filing of any Tax Return and the Partnership
                  has not extended or waived the application of any statute of
                  limitations of any jurisdiction regarding the assessment or
                  collection of any Tax; (f) to Seller's Knowledge, no claim has
                  ever been made by any Tax authority in a jurisdiction in which
                  the Partnership does not file Tax returns that it is or may be
                  subject to taxation by that jurisdiction; (e) there are no
                  Liens for Taxes upon any asset of the Partnership except for
                  Liens for current Taxes not yet due; (g) to Seller's
                  Knowledge, no issues have been raised in any examination by
                  any Tax authority with respect to the Partnership which, by
                  application of similar principles, reasonably could be
                  expected to result in a proposed deficiency for any other
                  period not so examined; and (h) the Partnership is not a party
                  to any Tax allocation or sharing agreement or otherwise under
                  any obligation to indemnify any Person with respect to any
                  Taxes (other than this Agreement). For purposes of this
                  Section 2.1.7, in the case of any Taxes that are imposed on a
                  periodic basis and are payable for a Tax period that includes
                  (but does not end on) the Closing Date, the portion of such
                  Tax related to the portion of such Tax period ending on and
                  including the Closing Date shall (i) in the case of any Taxes
                  other than gross receipts, sales or use Taxes and Taxes based
                  upon or related to income, be deemed to be the amount of such
                  Tax for the entire Tax period (which period, with respect to
                  personal property, ad valorem and real property Taxes, shall
                  be the calendar year in which the


                                       18
<PAGE>

                  assessment date for such Tax falls) multiplied by a fraction
                  the numerator of which is the number of days in the Tax period
                  ending on and including the Closing Date and the denominator
                  of which is the number of days in the entire Tax period, and
                  (ii) in the case of any Tax based upon or related to income
                  and any gross receipts, sales or use Tax, be deemed equal to
                  the amount which would be payable if the relevant Tax period
                  ended on and included the Closing Date.

      For purposes of this Agreement, "Taxes" means any taxes, duties,
assessments, fees, levies, or similar governmental charges, together with any
interest, penalties, and additions to tax, imposed by any taxing authority,
wherever located (i.e. whether federal, state, local, municipal, or foreign),
including all net income, gross income, gross receipts, net receipts, sales,
use, transfer, franchise, privilege, profits, social security, disability,
withholding, payroll, unemployment, employment, excise, severance, property,
windfall profits, value added, ad valorem, occupation, or any other similar
governmental charge or imposition.

            2.1.8 Environmental Matters.

            (a)   No Environmental Permits are required in connection with the
                  operation of the Business as currently operated by the
                  Partnership.

            (b)   The Partnership, the assets of the Partnership and the
                  Business are in compliance with all Environmental Laws, and
                  the Business is being operated in compliance with all
                  Environmental Laws.

            (c)   Except as set forth on Schedule 2.1.8(c), neither the
                  Partnership, nor any Related Party, nor any attorney, engineer
                  or environmental consultant engaged by the Partnership or any
                  Related Party, has conducted any environmental audits,
                  investigations or assessments at any real property currently
                  owned by the Partnership or currently owned by the Seller or a
                  Related Party and used by the Partnership ("Currently Owned
                  Property"), any real property formerly owned by the
                  Partnership or formerly owned by the Seller or a Related Party
                  and used by the Partnership ("Formerly Owned Property"), any
                  real property currently leased or operated by the Partnership
                  or the Business and not owned by the Seller or a Related Party
                  ("Currently Leased Property") or any other real property
                  formerly leased or operated by the Partnership or the Business
                  and not owned by the Seller or a Related Party ("Formerly
                  Leased Property"), and neither Seller nor the Partnership has
                  in its possession or within its control any reports or other
                  communications relating to any such audits, investigations or
                  assessments prepared by or on behalf of any other person.
                  Seller has delivered to Buyer true and complete copies of all
                  items listed on Schedule 2.1.8(c) that are in its possession
                  or control.

            (d)   Except in accordance with Environmental Laws and as set forth
                  on Schedule 2.1.8(d),


                                       19
<PAGE>

            (i)   no Hazardous Materials have been or are being manufactured,
                  processed, distributed, used, treated, stored or disposed of
                  ("Managed") on any Currently Owned Property or, to Seller's
                  Knowledge, Currently Leased Property;

            (ii)  no Hazardous Materials were Managed on any Formerly Owned
                  Property during the time that the Partnership, Seller or a
                  Related Party owned such property and, to Seller's Knowledge,
                  no Hazardous Materials were Managed on any Formerly Owned
                  Property prior to the time that the Partnership, Seller or a
                  Related Party owned such property;

            (iii) to Seller's Knowledge, no Hazardous Materials were Managed on
                  any Formerly Leased Property during or prior to the time that
                  the Partnership operated such property;

            (iv)  no Hazardous Materials have been or are being discharged,
                  emitted or released into the environment ("Discharged") from
                  the Business or from any Currently Owned Property or, to
                  Seller's Knowledge, any Currently Leased Property;

            (v)   no Hazardous Materials have been or are being Discharged from
                  any Currently Leased Property as a result of any actions by
                  the Partnership, Seller, or Parent, or any of their respective
                  partners, directors, officers, employees, agents, affiliates,
                  representatives or subcontractors;

            (vi)  no Hazardous Materials were Discharged from any Formerly Owned
                  Property during the time that the Partnership, Seller or a
                  Related Party owned such property and, to Seller's Knowledge,
                  no Hazardous Materials were Discharged from any Formerly Owned
                  Property prior to the time that the Partnership, Seller or a
                  Related Party owned such property;

            (vii) to Seller's Knowledge, no Hazardous Materials were Discharged
                  from any Formerly Leased Property during or prior to the time
                  that the Partnership operated such property;

           (viii) no Hazardous Materials were Discharged from any Formerly
                  Owned Property or Formerly Leased Property as a result of any
                  actions by the Partnership, Seller, or Parent, or any of their
                  respective partners, directors, officers, employees, agents,
                  affiliates, representatives or subcontractors during the time
                  that the Partnership, Seller or a Related Party owned or
                  operated such property;

            (ix)  there are no Hazardous Materials present on, in or beneath any
                  Currently Owned Property or, to Seller's Knowledge, any
                  Currently Leased Property;

            (x)   there were no Hazardous Materials present on, in, or beneath
                  any Formerly Owned Property during the time that the
                  Partnership, Seller or a Related Party owned such property,
                  nor to Seller's Knowledge, were any Hazardous


                                       20
<PAGE>

                  Materials present on, in or beneath any Formerly Owned
                  Property prior to the time that the Partnership, Seller or a
                  Related Party owned such property; and

            (xi)  to Seller's Knowledge, there were no Hazardous Materials
                  present on, in or beneath any Formerly Leased Property during
                  or prior to the time that the Partnership operated such
                  property.

            (e)   There is no civil, criminal or administrative action, suit,
                  demand, Environmental Claim, hearing, notice or demand letter,
                  notice of violation, investigation or proceeding pending or,
                  to Seller's Knowledge, threatened, against the Partnership,
                  Seller, any Related Party or, to Seller's Knowledge, Alltel or
                  any affiliate of Alltel, in connection with the conduct of the
                  Business and relating to any Environmental Permit or any
                  Environmental Law or any plan, order, decree, judgment,
                  injunction, notice or demand letter issued, entered,
                  promulgated or approved thereunder.

            (f)   Except as set forth on Schedule 2.1.8(f): (i) there are no
                  underground or aboveground storage tanks (active or inactive)
                  located on or under any Currently Owned Property or, to
                  Seller's Knowledge, any Currently Leased Property; (ii) no
                  such tanks have ever been located on or under any Currently
                  Owned Property, and to Seller's Knowledge, no such tanks have
                  ever been located on or under any Currently Leased Property;
                  (iii) no such tanks were located on or under any Formerly
                  Owned Property during the time that the Partnership, Seller or
                  a Related Party owned such property and, to Seller's
                  Knowledge, no such tanks were located on or under any Formerly
                  Owned Property prior to the time that the Partnership, Seller
                  or a Related Party owned such property, and (iv) to Seller's
                  Knowledge, no such tanks were located on or under any Formerly
                  Leased Property during or prior to the operation of such
                  property by the Partnership.

            (g)   Except as set forth on Schedule 2.1.8(g), there is no asbestos
                  or asbestos containing material contained in or forming part
                  of any building, building component, structure, facility or
                  office space located on any Currently Owned Property or, to
                  Seller's Knowledge, any Currently Leased Property.

            (h)   There are no polychlorinated biphenyls or items containing
                  polychlorinated biphenyls in concentrations greater than fifty
                  (50) parts per million contained in or forming part of any
                  building, building component, structure, facility or office
                  space located on any Currently Owned Property or, to Seller's
                  Knowledge, any Currently Leased Property.

            (i)   Except as set forth on Schedule 2.1.8(i), there is no lead
                  based paint in or on any building, building component,
                  structure, facility or office space located on any Currently
                  Owned Property or, to Seller's Knowledge, any Currently Leased
                  Property


                                       21
<PAGE>

            (j)   No incinerator, surface impoundment, lagoon or landfill used
                  for the management of Hazardous Materials is present or ever
                  has been present at, on or under any Currently Owned Property
                  or, to Seller's Knowledge, any Currently Leased Property. No
                  incinerator, surface impoundment, lagoon or landfill used for
                  the management of Hazardous Materials was present at any
                  Formerly Owned Property during the time that the Partnership,
                  Seller or a Related Party owned such property and, to Seller's
                  Knowledge, no such incinerator, surface impoundment, lagoon or
                  landfill was present at any Formerly Owned Property prior to
                  the time that the Partnership, Seller or a Related Party owned
                  such property. To Seller's Knowledge, no incinerator, surface
                  impoundment, lagoon or landfill used for the management of
                  Hazardous Materials was present at any Formerly Leased
                  Property during or prior to the Partnership's operation of
                  such property.

            (k)   Except as set forth on Schedule 2.1.8(k), no Currently Owned
                  Property and, to Seller's Knowledge, no Currently Leased
                  Property, is listed or proposed (in the Federal Register) for
                  listing on the National Priorities List promulgated pursuant
                  to CERCLA, CERCLIS (as defined in CERCLA) or on any similar
                  federal, state, local or foreign list of sites requiring
                  investigation or cleanup. No other property located within the
                  ASTM Search Distance from any Currently Owned Property or
                  Currently Leased Property is listed or proposed (in the
                  Federal Register) for listing on any such list, and no
                  property located within the ASTM Search Distance from any
                  Formerly Owned Property was listed on any such list during the
                  time that the Partnership, Seller or a Related Party owned
                  such property. The Partnership has not transported or arranged
                  for the transportation of any Hazardous Materials to a site
                  which is listed or proposed (in the Federal Register) for
                  listing on the National Priorities List promulgated pursuant
                  to CERCLA, CERCLIS or any similar federal, state, local or
                  foreign list of sites requiring investigation or cleanup such
                  that it is liable under Section 107(a)(3) of CERCLA or any
                  equivalent provision of Virginia law.

            (l)   Except as set forth on Schedule 2.1.8(l), no oral or written
                  notification of a release or threat of release of a Hazardous
                  Material has been filed by or on behalf of the Partnership,
                  Seller, any Related Party or, to Seller's Knowledge, Alltel or
                  any affiliate of Alltel, relating to any Currently Owned
                  Property, Formerly Owned Property, Currently Leased Property
                  or Formerly Leased Property.

            (m)   As used herein:

            "ASTM Search Distance" means the search distance recommended by ASTM
      Standard E-1527-00 for use in identifying sites, listed in
      government-maintained databases, that could potentially impact a property
      under investigation.

            "Environmental Claims" means any and all administrative or judicial
      actions, suits, orders, claims, Liens, notices, demands, violations,
      investigations or proceedings


                                       22
<PAGE>

      related to any Environmental Law or any Environmental Permit brought,
      issued or asserted by: (i) a federal, state, local or foreign governmental
      authority for compliance, damages, penalties, removal, response, remedial
      or other action pursuant to any applicable Environmental Law or
      Environmental Permit; or (ii) a third party seeking damages, contribution,
      remediation or other action for personal injury or property damage
      resulting from the release of a Hazardous Material at, to or from any
      Currently Owned Property, Formerly Owned Property, Currently Leased
      Property or Formerly Leased Property, as the case may be, including the
      Partnership's employees seeking damages for exposure to Hazardous
      Materials.

            "Environmental Laws" means all applicable federal, state, and local
      laws (including without limitation common law), ordinances, codes, rules,
      regulations, judgments, orders, decrees, injunctions, permits,
      governmental restrictions or agreements with a governmental authority or
      third party related to protection of the environment, public health and
      safety or employee health and safety and/or the handling, use, generation,
      treatment, storage, transportation, release, discharge, emission or
      disposal of Hazardous Materials.

            "Environmental Permits" means all permits, licenses, approvals,
      authorizations, or consents required by any governmental authority and
      issued pursuant to any Environmental Law and includes any and all orders,
      consent orders or binding agreements issued or entered into by a
      governmental authority under any Environmental Law.

            "Hazardous Materials" means any hazardous or toxic substance,
      material or waste which is regulated as of the Closing Date under any
      Environmental Law, including, without limitation, any hazardous or toxic
      material, substance or waste that is: (i) defined as a "hazardous
      substance" under applicable state law; (ii) an oil or petroleum related
      product; (iii) asbestos; (iv) designated as a "hazardous substance"
      pursuant to Section 311 of the Federal Water Pollution Control Act, as
      amended, 33 U.S.C. ss.ss.1251 et seq. (33 U.S.C. ss.1321); (v) defined as
      a "hazardous waste" pursuant to Section 1004 of the Federal Resource
      Conservation and Recovery Act, as amended, 42 U.S.C. ss.ss.6901 et seq.
      (42 U.S.C. ss.6903); (vi) defined as a "hazardous substance" pursuant to
      Section 101 of the Comprehensive Environmental Response, Compensation and
      Liability Act, as amended, 42 U.S.C. ss.ss.9601, et seq. ("CERCLA"); (vii)
      defined as a "regulated substance" pursuant to Section 9001 of the Federal
      Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss.ss.6901,
      et seq. (42 U.S.C. ss.6991); or (viii) otherwise regulated under the Toxic
      Substances Control Act, 15 U.S.C. ss.ss.2601, et seq., the Clean Air Act,
      as amended, 42 U.S.C. ss.7401, et seq., the Hazardous Materials
      Transportation Uniform Safety Act, as amended, 49 U.S.C. ss.ss.5101, et
      seq., or the Federal Insecticide, Fungicide and Rodenticide Act, as
      amended, 7 U.S.C. ss.ss.136, et seq.

            (n)   Notwithstanding any other provision of this Agreement, this
                  Section 2.1.8 contains the sole representations and warranties
                  of Seller and Parent with respect to environmental matters,
                  Environmental Laws and Hazardous Materials, except for
                  representations and warranties relating to Authorizations,


                                       23
<PAGE>

                  Environmental Permits or permits generally and the
                  representations and warranties set forth in Sections 2.1.6(a),
                  2.1.6(b), 2.1.9(c) and 2.1.31.

            2.1.9 Title; Real and Personal Property.

            (a)   Seller is the sole record and beneficial owner of, and holds
                  good, valid and marketable title to, the Partnership Interest,
                  free and clear of all Liens except for those set forth in the
                  Partnership Agreement. Subject to obtaining the Required
                  Consents, Seller has full power, right and authority to sell
                  and convey to Buyer at Closing, and Seller will sell and
                  convey to Buyer at Closing, good, valid and marketable title
                  to the Partnership Interest, free and clear of all Liens
                  except for those set forth in the Partnership Agreement.

            (b)   Except as disclosed in Schedule 2.1.9(b), the Partnership has
                  good, valid and marketable title to, or a valid leasehold or
                  license interest in, all of its properties and assets, real,
                  personal and mixed, including all of the properties and assets
                  reflected in each of the Financial Statements (defined in
                  Section 2.1.11(b)) and not sold, retired or otherwise disposed
                  of since the date thereof in the ordinary course of the
                  Business consistent with past practices, and all of the
                  properties identified on Schedule 2.1.9(c), free and clear of
                  all Liens, except for (i) Liens for current real or personal
                  property taxes not yet due and payable, (ii) Liens disclosed
                  in Schedule 2.1.9(b) attached hereto, and (iii) Liens, such as
                  utility easements and the like, that are immaterial in
                  character, amount and extent, and which do not detract from
                  the value or interfere (or pose a material threat of
                  interference) with the present or proposed use of the assets
                  or properties they affect (the Liens described in subsections
                  (i), (ii) and (iii) hereof, the "Existing Liens"). Subject to
                  obtaining the Required Consents, as of the Closing Date the
                  Partnership shall have good, valid and marketable title to, or
                  a valid leasehold or license interest in, all of its
                  properties and assets, real, personal and mixed, including all
                  of the properties and assets reflected on the Closing Date
                  Balance Sheet, all of the properties identified on Schedule
                  2.1.9(c), and all of the properties and assets covered by the
                  Tower License Agreement identified on Schedule 2.1.19 relating
                  to the Bear Garden cell site and the agreements contemplated
                  by Section 3.6.1 (the "Related Party Property"), free and
                  clear of all Liens and other encumbrances and defects of title
                  of any nature whatsoever, except for Existing Liens. Except
                  for assets identified on Schedule 1.2(a), Schedule 2.1.9(b) or
                  Part II of Schedule 2.1.19 and assets covered by the Master
                  Site Agreement, the Partnership has good and valid,
                  unencumbered title to or a valid leasehold or license interest
                  in all assets necessary or required to operate the Business as
                  it is currently operated, free and clear of all Liens, except
                  for Existing Liens.

            (c)   Schedule 2.1.9(c) lists all real property and interests in
                  real property owned, leased, licensed or otherwise occupied or
                  held by the Partnership and, for each property, sets forth the
                  address or other description suitable to identify the
                  property, the use of the property, a reasonable description of
                  the improvements on the property (including square footage, if
                  available) and


                                       24
<PAGE>

                  whether the property is owned, leased or licensed and, with
                  respect to each leased or licensed property, the identity of
                  the lessor or licensor and, if different, the identity of the
                  owner of the property and the identity of the owner of the
                  improvements. For each property identified on Schedule
                  2.1.9(c), Seller has previously delivered to Buyer a true,
                  correct and complete legal description of such property. For
                  each property identified on Schedule 2.1.9(c) as leased or
                  subleased by the Partnership and for the property covered by
                  the Tower License Agreement identified on Schedule 2.1.19
                  relating to the Bear Garden cell site (collectively, the
                  "Leased Property"), Seller has previously delivered to Buyer a
                  true, correct and complete copy of the Partnership's lease or
                  sublease (or license or sublicense), all underlying or related
                  deeds, prime leases, master leases, ground leases, third party
                  agreements, tower sharing agreements and co-location
                  agreements, and all other agreements, instruments or documents
                  pursuant to which the lessor acquired its interest in the
                  Leased Property or otherwise affecting the Partnership's
                  interest in or use of the Leased Property, including all
                  amendments, supplements and modifications thereto or waivers
                  currently in effect thereunder. The Partnership has not
                  subleased, sublicensed, assigned or pledged any interest in
                  any of the Leased Property to any third party. Neither Seller
                  nor the Partnership has subleased, sublicensed, assigned or
                  pledged any interest in any of the Related Party Property to
                  any third party.

            (d)   The properties identified as cell sites on Schedule 2.1.9(c)
                  (the "Cell Sites") constitute all of the cell sites currently
                  comprising the System's cell site network. Each of the Cell
                  Sites is a fully operational cell site appropriately
                  integrated into and functioning properly as part of the
                  System's cell site network. Each Cell Site is equipped with
                  all equipment and facilities necessary or appropriate for it
                  to function in such manner. Except as set forth in Schedule
                  2.1.19, the assets of the Partnership include a supply of
                  spare parts for the equipment and facilities located at the
                  Cell Sites that is sufficient for the operation of the
                  Business in the ordinary course.

            (e)   There are no cell sites currently under development for
                  inclusion in the System's cell site network.

            (f)   The Partnership's activities on the Leased Property and the
                  activities of Seller and the Partnership on the Related Party
                  Property are in compliance with applicable building codes,
                  zoning regulations or other laws (excluding applicable
                  Environmental Laws), and, to Seller's Knowledge, there are no
                  proposed changes in such applicable codes, regulations or laws
                  that would adversely affect such activities. Neither the
                  Partnership nor Seller has received any notice nor, to
                  Seller's Knowledge, has the owner of any of the Leased
                  Property received any notice, of any non-compliance with
                  applicable building codes, zoning regulations or other laws
                  (excluding Environmental Laws).


                                       25
<PAGE>

            (g)   All buildings, structures and fixtures owned, leased, licensed
                  or otherwise utilized by the Partnership are in good operating
                  condition and repair (ordinary wear and tear excepted), are
                  sufficient for the conduct of the Business as currently being
                  conducted, are located on or within property which the
                  Partnership owns or in which the Partnership has a valid
                  leasehold interest and do not encroach upon any real property
                  of any third party. The leasehold improvements to the Leased
                  Property are located on property in which the Partnership has
                  a valid leasehold or license interest and do not encroach upon
                  any real property of any third party.

            (h)   The Partnership has not experienced any material interruption
                  in the delivery of adequate quantities of any utilities
                  (including electricity, natural gas, potable water, water for
                  cooling or similar purposes and fuel oil) or other public
                  services (including sanitary and industrial sewer service)
                  required by the Business.

            (i)   For each parcel of Leased Property, the Partnership has valid
                  and enforceable rights of physical and legal ingress and
                  egress to and from such parcel and the nearest public right of
                  way, 24 hours per day, seven days per week. In addition, each
                  such parcel has sufficient legal access to public roads and to
                  all utilities, including electricity, sanitary and storm
                  sewer, potable water, natural gas and other utilities used in
                  the operation of the Business, so as not to inhibit in any way
                  the operation of the Business as currently conducted. All
                  rights of way or easements for access and utilities are
                  located on, through or over property which the Partnership
                  owns or in which the Partnership has a valid leasehold
                  interest, or are located on property owned by third parties
                  subject to a valid and enforceable written easement in favor
                  of the Partnership.

            (j)   There has not been any significant interruption in the
                  operations of the Business due to any inadequate maintenance
                  of any item of personal property.

           2.1.10 Condition of Assets. Schedule 2.1.10 sets forth an accurate
                  list of all assets and properties owned or leased by the
                  Partnership which would be required to be included in
                  "property and equipment" or any similar category of a balance
                  sheet prepared in accordance with GAAP, and all other assets
                  and properties owned or leased by the Partnership. All of the
                  assets and properties owned or leased by the Partnership,
                  including all network equipment and facilities owned or leased
                  by the Partnership, are in good working condition and repair,
                  subject to normal wear and maintenance, are usable in the
                  regular and ordinary course of the Business consistent with
                  past practice, and conform in all respects to all applicable
                  laws, ordinances, codes, rules, regulations and Authorizations
                  relating to their construction, use and operation. Except as
                  set forth on Schedule 2.1.19, Schedule 1.2(a) or Schedule
                  2.1.9(b), no Person other than the Partnership owns any
                  equipment or other tangible assets or properties situated on
                  the premises of the Partnership or necessary or material to
                  the operation of the Business, except for the leased items
                  disclosed on Schedule 2.1.10. Except for the rights, assets
                  and properties owned by the


                                       26
<PAGE>

                  Related Parties, as set forth on Schedule 2.1.19 and Schedule
                  1.2(a), and except as set forth in Schedule 2.1.9(b), the
                  Partnership owns all rights, assets and property necessary to
                  the conduct of the Business by Buyer in the manner currently
                  conducted by the Partnership. Buyer understands, agrees and
                  acknowledges that except for the representations and
                  warranties of Seller expressly set forth in Section 2.1.8,
                  Section 2.1.9 and this Section 2.1.10, Seller is not making
                  any representations or warranties with respect to the
                  condition of the assets and properties owned or leased by the
                  Partnership, and ALL IMPLIED WARRANTIES EXISTING UNDER ANY
                  APPLICABLE LAW WITH RESPECT TO SUCH ASSETS AND PROPERTIES ARE
                  HEREBY EXPRESSLY DISCLAIMED AND NEGATED. PARTICULARLY, BUT
                  WITHOUT LIMITING THE FOREGOING, SELLER HEREBY NEGATES AND
                  DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED
                  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED
                  WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MODELS. BUYER
                  AGREES THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE
                  EFFECTIVE, THE DISCLAIMERS OF IMPLIED WARRANTIES CONTAINED IN
                  THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF
                  ANY APPLICABLE LAW, RULE OR ORDER.

           2.1.11 Books of Account; Financial Statements; CapEx Budget.

            (a)   The books of account and related records of the Partnership
                  are true and complete in all material respects and fairly
                  reflect in reasonable detail its assets, liabilities and
                  transactions in accordance with GAAP applied on a consistent
                  basis. The Partnership has not engaged in any transaction or
                  used funds of the Partnership except for transactions, bank
                  accounts and funds that have been and are reflected in the
                  normally maintained books and records of the Partnership.

            (b)   Set forth in Schedule 2.1.11(b) are true and complete copies
                  of the audited annual financial statements of the Partnership
                  as of December 31, 1999, December 31, 2000 and December 31,
                  2001 and for the years then ended (collectively, the "Audited
                  Financial Statements"). The Audited Financial Statements (i)
                  are correct and complete and in accordance with the books and
                  records of the Partnership, (ii) fairly present in all
                  material respects the financial condition, assets and
                  liabilities of the Partnership as at their respective dates
                  and the results of the operations and changes in cash position
                  for the periods covered thereby, and (iii) have been prepared
                  in accordance with GAAP consistently applied. Also set forth
                  in Schedule 2.1.11(b) are true and complete copies of the
                  unaudited financial statements of the Partnership as of
                  September 30, 2002 and for the nine-month period then ended
                  (collectively, the "Unaudited Financial Statements," and
                  together with the Audited Financial Statements, the "Financial
                  Statements"). The Unaudited Financial Statements (i) fairly
                  present in all material respects the financial


                                       27
<PAGE>

                  condition of the Partnership as of such dates and the results
                  of its operations for the periods covered thereby and (ii)
                  were prepared in accordance with GAAP (subject to year-end
                  adjustments and except for the omission of certain footnotes
                  and other presentation items required by GAAP with respect to
                  audited financial statements, which adjustments, footnotes,
                  and presentation items, if prepared as required for audited
                  financial statements, would not reveal any fact or condition
                  materially adverse to the financial condition or results of
                  the Partnership presented in such Unaudited Financial
                  Statements). All references in this Agreement to the "Current
                  Balance Sheet" shall mean the balance sheet of the Partnership
                  as of December 31, 2001 included in the Financial Statements
                  and all references to the "Current Balance Sheet Date" shall
                  mean December 31, 2001.

            (c)   The unpaid Taxes of the Partnership (i) did not, as of the
                  most recent month end, exceed the reserve for Tax liability
                  (other than any reserve for deferred Taxes established to
                  reflect timing difference between book and tax (income)) set
                  forth on the face of the most recent balance sheet of the
                  Partnership (and in any notes thereto) included in the
                  Financial Statements, and (ii) do not exceed that reserve as
                  adjusted for the passage of time through the Closing Date in
                  accordance with the past custom and practice of the
                  Partnership in filing Tax Returns. All long-term debt, if any,
                  of the Partnership is shown on each balance sheet included
                  within the Financial Statements and listed with more detailed
                  information regarding lender, principal, interest and any
                  unpaid penalties on Schedule 2.1.11(c) hereto.

            (d)   The Partnership has no capital expenditure budget for the year
                  ending December 31, 2002.

           2.1.12 Absence of Undisclosed Liabilities. The Partnership has no
                  Liabilities, except:

            (a)   those liabilities or obligations set forth on the September
                  30, 2002 balance sheet included in the Financial Statements
                  and not heretofore paid or discharged;

            (b)   those liabilities or obligations incurred, consistent with
                  past business practice, in or as a result of the normal and
                  ordinary course of the Business since September 30, 2002,
                  which both individually and in the aggregate are not material
                  to the Partnership and none of which constitutes indebtedness
                  for borrowed money (or a guaranty of any such indebtedness) or
                  is for breach of contract, breach of warranty, tort or
                  infringement; and

            (c)   those liabilities or obligations set forth on Schedule 2.1.12.

            For purposes of this Agreement, the term "Liabilities" shall mean
      liabilities, obligations or responsibilities of any nature whatsoever,
      whether direct or indirect, matured or unmatured, fixed or unfixed, known
      or unknown, asserted or unasserted,


                                       28
<PAGE>

      choate or inchoate, liquidated or unliquidated, secured or unsecured,
      absolute, contingent or otherwise, including any direct or indirect
      indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost
      or expense.

           2.1.13 Inventory. All inventory of the Partnership, whether held for
                  rental, resale or for use as spare parts, consists
                  substantially of a quality, quantity and condition, usable,
                  leasable or saleable in the ordinary course of the Business
                  within the time periods consistent with the past experience of
                  the Partnership. None of the inventory of the Partnership
                  which is of a type described in Section 1.4(f)(iii) of this
                  Agreement is obsolete or non-saleable. Schedule 2.1.13 is a
                  complete and correct list of inventory as of September 30,
                  2002. All such inventory of the Partnership is valued in the
                  Financial Statements at average cost.

           2.1.14 Accounts Receivable. All accounts receivable of the
                  Partnership, as set forth on the Current Balance Sheet and all
                  subsequent balance sheets and schedules, including the Closing
                  Date Balance Sheet and the Working Capital Schedule, are or
                  will be valid and genuine, have arisen or will arise solely
                  out of bona fide sales and deliveries of goods, performance of
                  services and other business transactions in the ordinary
                  course of the Business consistent with past practices, and are
                  not or will not be subject to valid defenses, set-offs or
                  counterclaims, and the allowance for collection losses on such
                  balance sheets have been or will be determined in accordance
                  with GAAP and based upon the Partnership's historical
                  experience in collecting its accounts receivable. To Seller's
                  Knowledge, there are no facts or circumstances that could
                  reasonably be expected to result in the allowance for
                  collection losses on the most recent balance sheet included in
                  the Financial Statements being inadequate to cover expected
                  collection losses. Schedule 2.1.14 sets forth as of the last
                  day of each of the months in the 12-month period ended
                  September 30, 2002 and as of the close of business on October
                  31, 2002 (a) the total amounts of accounts receivable of the
                  Partnership and (b) the aging of such receivables based on the
                  following schedule: current, 1-30 days past due, 31-60 days
                  past due, 61-90 days past due and over 90 days past due. On or
                  before the Closing Date, Seller shall deliver to Buyer a
                  schedule setting forth as of the close of business on the last
                  of the calendar month prior to the calendar month in which the
                  Closing occurs (x) the total amounts of accounts receivable of
                  the Partnership and (y) the aging of such receivables based on
                  the following schedule: current, 1-30 days past due, 31-60
                  days past due, 61-90 days past due and over 90 days past due.

           2.1.15 Material Changes. Except as disclosed on Schedule 2.1.15,
                  since December 31, 2001, the Partnership has not:

            (a)   incurred any liabilities (absolute or contingent), other than
                  liabilities incurred in the ordinary course of the Business
                  consistent with past practice, or discharged or satisfied any
                  Lien, or paid any liabilities, other than in the ordinary
                  course of the Business consistent with past practice, or
                  failed to pay


                                       29
<PAGE>

                  or discharge when due any liabilities, in each case for which
                  the failure to pay or discharge has caused or would reasonably
                  be expected to cause any material damage or risk of material
                  loss to it, the Business or any of its material assets or
                  properties;

            (b)   sold, encumbered, assigned or transferred any of its assets or
                  properties, except in the ordinary course of the Business
                  consistent with past practice;

            (c)   created, incurred, assumed or guaranteed any indebtedness for
                  money borrowed, or mortgaged or pledged any of the assets of
                  the Partnership, or subjected any of the assets of the
                  Partnership to any Lien, conditional sales contract or other
                  encumbrance of any nature whatsoever, except for Existing
                  Liens;

            (d)   made or suffered any amendment or termination of any material
                  agreement, contract, commitment, lease under which it is
                  lessee or plan to which it is a party or by which it is bound,
                  or canceled, modified or waived any substantial debts or
                  claims held by it or waived any rights of substantial value,
                  whether or not in the ordinary course of the Business, except
                  for any amendment, termination, cancellation, modification or
                  waiver which, individually or in the aggregate, would not
                  reasonably be expected to adversely affect the assets of the
                  Partnership, the Business or the transactions or events
                  contemplated by this Agreement;

            (e)   suffered any damage, destruction or loss, whether or not
                  covered by insurance, (i) materially and adversely affecting
                  the Business, operations, assets, properties or prospects or
                  (ii) of any item or items carried on its books of account
                  individually or in the aggregate at more than $25,000, or
                  suffered any repeated, recurring or prolonged shortage,
                  cessation or interruption of supplies or utility or other
                  services required to conduct the Business;

            (f)   suffered any events which, individually or in the aggregate,
                  will, or could be reasonably expected to, have a Seller
                  Material Adverse Effect;

            (g)   received notice or had actual or threatened labor trouble,
                  strike or other occurrence, event or condition of any similar
                  character which has had or could reasonably be expected to
                  have a Seller Material Adverse Effect, nor has Seller received
                  any such notice;

            (h)   increased the salaries or other compensation of, or made any
                  advance (excluding advances for ordinary and necessary
                  business expenses) or loaned any money or assets to, any
                  employee, or made any increase in, or any addition to, other
                  benefits to which any employee may be entitled, other than
                  commercially reasonable salary adjustments commensurate with
                  position, conforming to general industry norms and in
                  accordance with past practice;


                                       30
<PAGE>

            (i)   changed any of the accounting principles followed by the
                  Partnership or the methods of applying such principles
                  (including any change in depreciation or amortization policies
                  or rates);

            (j)   entered into any transaction not described above other than in
                  the ordinary course of the Business consistent with past
                  practice;

            (k)   made any distributions to its partners prior to the date of
                  this Agreement, other than distributions in amounts consistent
                  with past practices;

            (l)   issued any additional partnership interests;

            (m)   made any capital expenditures or capital additions in excess
                  of an aggregate of $50,000, or entered into any leases of
                  capital equipment or property under which the annual lease
                  charges exceed $10,000 in the aggregate;

            (n)   agreed, orally or in writing, or granted any other Person or
                  entity, an option to do any of the things specified in
                  subparagraphs (a) through (m) above; or

            (o)   made any representation, warranty or agreement with any of its
                  employees regarding employment after the Closing by Buyer.

           2.1.16 Labor Relations. The relations of the Partnership with its
                  employees are good. In addition, (a) no employee is
                  represented by any union or other labor organization; (b)
                  there is no unfair labor practice complaint against the
                  Partnership pending or, to Seller's Knowledge, threatened
                  before the National Labor Relations Board; (c) there is no
                  labor strike, dispute, slow down or stoppage actually pending
                  or, to Seller's Knowledge, threatened against or involving the
                  Business or any of its employees, (d) no labor grievance which
                  might have an adverse effect on the Partnership or the conduct
                  of the Business is pending or, to Seller's Knowledge, is
                  threatened by or on behalf of any labor union or any employee;
                  (e) no private agreement restricts the Partnership from
                  relocating, closing or terminating any of its operations or
                  facilities or would adversely affect its ability to do so; (f)
                  the Partnership has not experienced any work stoppage or other
                  labor difficulty or committed any unfair labor practice
                  related to the Business; and (g) no organizational effort is
                  being made or, to Seller's Knowledge, is threatened by or on
                  behalf of any labor union or any employee with respect to any
                  of the Partnership's employees.

           2.1.17 Compensation Arrangements. Schedule 2.1.17 sets forth the
                  following information: the name and current annual salary,
                  including bonus, if applicable, of each of the Partnership's
                  employees, together with a statement of the full amount of all
                  remuneration or compensation paid by the Partnership to each
                  such employee during the 12 month period ended September 30,
                  2002. As of the Closing Date, the Partnership will not have
                  increased the rate of remuneration of any of its employees
                  since the date of this Agreement except as contemplated by
                  Section 2.1.15(h).


                                       31
<PAGE>

           2.1.18 Employee Benefit Plans and Arrangements.

            (a)   Schedule 2.1.18 contains a true and complete list of each
                  bonus, deferred compensation, incentive compensation, stock
                  purchase, stock option, employment, consulting, severance or
                  termination pay, hospitalization or other medical, life or
                  other insurance, supplemental unemployment benefits,
                  profit-sharing, pension or retirement plan, program, agreement
                  or arrangement, and including each "employee benefit plan"
                  (within the meaning of Section 3(3) of the Employee Retirement
                  Income Security Act of 1974, as amended, and the rules and
                  regulations promulgated thereunder ("ERISA")), whether formal
                  or informal, written or oral ("Employee Benefit Plan"), to
                  which the Partnership or any ERISA Affiliate is a party, or
                  that is sponsored, maintained or contributed to by the
                  Partnership or any ERISA Affiliate, or with respect to which
                  the Partnership or any ERISA Affiliate has any obligation to
                  contribute, or any liability with respect thereto, for the
                  benefit of any of the employees or former employees of the
                  Partnership or of any ERISA Affiliate, or any present or
                  former beneficiary, dependent or assignee of any such employee
                  or former employee (a "Shenandoah Employee Benefit Plan").
                  Except as set forth in Schedule 2.1.18, no Related Party has
                  ever been a party to, sponsored, maintained, contributed to,
                  had any obligation to contribute to, or had any liability or
                  potential liability with respect to, any Employee Benefit Plan
                  for the benefit of any employee or former employee of the
                  Partnership. For purposes of this Section 2.1.18, "ERISA
                  Affiliate" shall mean any entity which, with the Partnership,
                  would be treated as a single employer under Section 414 of the
                  Code or under the provisions of ERISA.

            (b)   Except as set forth in Schedule 2.1.18, all contributions
                  required by the terms of any Shenandoah Employee Benefit Plan,
                  law or contract to be made to fund the Shenandoah Employee
                  Benefit Plans for any plan year, or other period on the basis
                  of which contributions are required ending before the Closing
                  Date, have been made when due.

            (c)   With respect to each Shenandoah Employee Benefit Plan that is
                  funded wholly or partially through an insurance policy, all
                  premiums required to have been paid to date under the
                  insurance policy have been paid, all premiums required to be
                  paid under the insurance policy through the Closing Date will
                  have been paid on or before the Closing Date and, as of the
                  Closing Date, there will be no liability of the Partnership
                  under any such insurance policy or ancillary agreement with
                  respect to such insurance policy in the nature of a
                  retroactive rate adjustment, loss sharing arrangement or other
                  actual or contingent liability arising wholly or partially out
                  of events occurring prior to the Closing Date.

            (d)   Except as set forth on Schedule 2.1.18, the Partnership is
                  not, nor has ever has been at any time (including by virtue of
                  applicable attribution rules): (i) a member of a controlled
                  group of corporations within the meaning of Section 414(b) of
                  the Code; (ii) a member of a group of trades or businesses
                  under


                                       32
<PAGE>

                  common control within the meaning of Section 414(c) of the
                  Code; (iii) a member of an affiliated service group within the
                  meaning of Section 414(m) of the Code; (iv) a member of a
                  group of organizations required to be aggregated under Section
                  414(o) of the Code; or (v) considered to be a member of a
                  group treated as a "single employer" within the meaning of
                  Section 4001 of ERISA.

            (e)   Except as set forth in Schedule 2.1.18:

            (i)   Each Shenandoah Employee Benefit Plan has been administered in
                  compliance with its terms including, but not limited to, any
                  provisions relating to contributions thereunder, and is in
                  compliance in all respects with the applicable provisions of
                  ERISA, the Code and all other federal, state and other
                  applicable laws, rules and regulations, as they relate to such
                  Shenandoah Employee Benefit Plan (including deductibility,
                  funding, filing, termination, reporting and disclosure and
                  continuation coverage obligations pursuant to Title V of the
                  Consolidated Omnibus Budget Reconciliation Act of 1985, as
                  amended ("COBRA")). As of the date of this Agreement, there
                  are no employees or former employees of the Partnership to
                  which the Partnership is providing or should be providing
                  continuation coverage under COBRA.

            (ii)  There have been no "prohibited transactions" (as described in
                  Section 4975 of the Code or in Part 4 of Subtitle B of Title I
                  of ERISA) for which an exemption is not available with respect
                  to any Shenandoah Employee Benefit Plan;

            (iii) There are no proceedings, suits actions or claims (other than
                  routine claims for benefits) pending, or, to the Knowledge of
                  the Seller, threatened with respect to any Shenandoah Employee
                  Benefit Plan, the assets of any trust thereunder, or the plan
                  sponsor or the plan administrator with respect to the design
                  or operation of any Shenandoah Employee Benefit Plan;

            (iv)  Each Shenandoah Employee Benefit Plan which is intended to be
                  "qualified" within the meaning of Section 401(a) of the Code
                  has been determined by the Internal Revenue Service ("IRS") to
                  be so qualified, any trust created pursuant to any such
                  Shenandoah Employee Benefit Plan has been determined by the
                  IRS to be exempt from federal income tax under Section 501(a)
                  of the Code, and, to the Knowledge of the Seller, nothing has
                  occurred and no facts have arisen since such IRS determination
                  that would jeopardize the tax-qualified status of any such
                  Shenandoah Employee Benefit Plan or the tax-exempt status of
                  any related trust;

            (v)   No circumstance or event has occurred which would cause the
                  imposition of any liability, penalty or tax (a) under ERISA,
                  the Code or any other law, regulations or governmental order
                  applicable to any Shenandoah Employee Benefit Plan; or (b)
                  under any agreement, instrument, statute, rule of law or
                  regulation pursuant to or under which the Partnership or the
                  Seller has agreed


                                       33
<PAGE>

                  to indemnify or is required to indemnify any person against
                  liability incurred with respect to any Shenandoah Employee
                  Benefit Plan, other than, in either case, the obligation to
                  pay benefits in accordance with the terms of any Shenandoah
                  Employee Benefit Plan; and

            (vi)  No unsatisfied liabilities to participants, the IRS, the
                  United States Department of Labor ("DOL"), or to any other
                  Person or entity have been incurred as a result of the
                  termination of any Shenandoah Employee Benefit Plan.

            (f)   The Partnership does not maintain and has never maintained or
                  been obligated to contribute to a "multi-employer plan" (as
                  such term is defined by Section 4001(a)(3) of ERISA).

            (g)   Except as set forth in Schedule 2.1.18, and except as required
                  by statute and regulations issued thereunder, the Partnership
                  does not maintain any retiree life and/or retiree health
                  insurance plans which provide for continuing benefits or
                  coverage for any employee or any beneficiary of any of its
                  employees after such employee's termination of employment.

            (h)   All obligations of the Partnership, whether arising by
                  operation of law, by contract or by course of conduct, for
                  payments to trusts or other funds or to any governmental
                  agency or to any individual, employee or agent (or his heirs,
                  legatees or legal representatives) with respect to
                  unemployment compensation or Social Security benefits, or for
                  vacation or holiday pay, bonuses and other forms of
                  compensation, which are payable to the Partnership's employees
                  have been paid when due.

            (i)   The Partnership has not made any representation, warranty or
                  promise to, or agreement with, any of its employees regarding
                  continued employment after the Closing.

            (j)   Under no circumstances (other than Buyer's voluntary
                  assumption of such liability) will Buyer have any liabilities
                  for benefits or otherwise under any Shenandoah Employee
                  Benefit Plan.

            (k)   Except as set forth in Schedule 2.1.18, the consummation of
                  the transactions contemplated by this Agreement will not (in
                  and of itself) (i) entitle any employee of the Partnership to
                  severance pay, unemployment compensation or any other payment;
                  (ii) accelerate the time of payment or vesting, or increase
                  the amount of compensation due to any such employee; (iii)
                  result in any prohibited transaction described in Section 406
                  of ERISA or Section 4975 of the Code for which an exemption is
                  not available; or (iv) result (either alone or in conjunction
                  with any other event) in the payment or series of payments by
                  the Partnership to any Person of an "excess parachute payment"
                  within the meaning of Section 280G of the Code.


                                       34
<PAGE>

            (l)   Neither the Partnership nor Seller has announced any plan or
                  legally binding commitment to create any additional Shenandoah
                  Employee Benefit Plan or to amend or modify any existing
                  Shenandoah Employee Benefit Plan.

           2.1.19 Transactions With Related Parties and Alltel.

            (a)   Except as disclosed on Schedule 2.1.19, no Related Party: (i)
                  has borrowed money from, or loaned money to, the Partnership;
                  (ii) has any contractual or other claims, express or implied,
                  or of any kind whatsoever against the Partnership; (iii) has
                  any right, title or interest in any property or assets related
                  to or used in the conduct of the Business; (iv) is a party to
                  any oral or written agreement with the Partnership or is
                  engaged in any other transaction with the Partnership; (v) is
                  a party to any oral or written agreement or instrument related
                  to the Partnership or the Business, including any agreement or
                  instrument of a type described in Section 2.1.5; or (vi) is a
                  party to any claim, action, proceeding or investigation or
                  subject to any judgment, order, writ, injunction, decree or
                  award related in whole or in part to the Business. Part II of
                  Schedule 2.1.19 specifically identifies those assets owned by
                  a Related Party which are related primarily to or used
                  primarily in the Business and which are to be transferred to
                  the Partnership prior to the Closing pursuant to Section 1.2
                  hereof. For purposes of this Agreement, a "Related Party"
                  means any partner, shareholder, member, manager, director,
                  officer, employee, trustee, beneficiary or affiliate (meaning
                  a husband, wife or a Person controlled by, controlling or
                  under common control with another Person) of the Partnership,
                  Seller or Parent; provided, however, that neither Buyer nor
                  Alltel, nor any affiliate of Buyer or Alltel, shall be
                  considered to be a "Related Party" for purposes of this
                  Agreement.

            (b)   Except for the Partnership Agreement and other agreements
                  listed on Schedule 2.1.5(a) which were entered into in the
                  ordinary course of business on an arm's length basis, neither
                  Alltel nor any affiliate of Alltel (i) has borrowed money
                  from, or loaned money to, the Partnership; (ii) to Seller's
                  knowledge, has any contractual or other claims, express or
                  implied, or of any kind whatsoever against the Partnership;
                  (iii) has any right, title or interest in any property or
                  assets related to or used in the conduct of the Business; (iv)
                  is a party to any oral or written agreement with the
                  Partnership or is engaged in any other transaction with the
                  Partnership; (v) to Seller's Knowledge, is a party to any oral
                  or written agreement or instrument related to the Partnership
                  or the Business, including any agreement or instrument of a
                  type described in Section 2.1.5; or (vi) to Seller's
                  Knowledge, is a party to any claim, action, proceeding or
                  investigation or subject to any judgment, order, writ,
                  injunction, decree or award related in whole or in part to the
                  Business.

           2.1.20 Insolvency. Neither the Partnership, Seller, nor Parent is
                  the subject of any existing, pending or threatened insolvency
                  or bankruptcy proceedings. The consummation of the
                  transactions contemplated by this Agreement will


                                       35
<PAGE>

                  not result in the Partnership, Seller or Parent being the
                  subject of such proceedings.

           2.1.21 Insurance. The Partnership's assets and the Business are
                  insured, and the Parent maintains on behalf of the Partnership
                  adequate (in light of the risks of the Business) and all
                  statutorily required general liability, all risk, worker's
                  compensation, employer's liability and occupational disease
                  and bodily injury insurance, under various policies of general
                  liability and other forms of insurance, all of which are
                  described on Schedule 2.1.21, which discloses for each policy
                  the risks insured against, coverage limits, deductible
                  amounts, all outstanding claims for the Partnership
                  thereunder, and whether the terms of such policy provide for
                  retrospective premium adjustments. All such policies are in
                  full force and effect in accordance with their terms, no
                  notice of cancellation has been received, and there is no
                  existing default or event that, with the giving of notice or
                  lapse of time or both, would constitute a default thereunder.
                  The coverages provided by such policies are reasonable, both
                  in scope and amount, in light of the risks attendant to the
                  Business and are sufficient in the aggregate to cover all
                  reasonably foreseeable damage to and liabilities or
                  contingencies relating to the conduct of the Business. Seller
                  has previously delivered to Buyer true and complete insurance
                  claim histories for the Partnership for the past three years.
                  The Partnership has not been refused any insurance, nor has
                  its coverage been limited, by any insurance carrier to which
                  it has applied for insurance or with which it has carried
                  insurance during the past five years on the basis of any
                  condition, physical or otherwise, of any of the assets of the
                  Partnership, nor has it failed to file any notice or present
                  any claim under any such policy in due and timely fashion.
                  Schedule 2.1.21 also contains a true and complete description
                  of all outstanding bonds and other surety arrangements issued
                  or entered into in connection with the Business.

           2.1.22 No Third Party Options. Except pursuant to the Partnership
                  Agreement, there are no existing agreements, options,
                  commitments or rights with, of or to any Person to acquire any
                  of the assets of the Partnership.

           2.1.23 Intellectual Property Matters. Except as set forth on
                  Schedule 2.1.23:

            (a)   The Partnership has no patents, trademarks, registered
                  copyrights or applications for any of the foregoing. The
                  Partnership possesses such working copies of all software and
                  firmware as are necessary for or otherwise used in the current
                  conduct of the Business, together with copies of all related
                  manuals and other documentation. All patents, trademarks,
                  service marks, trade names or copyrights, whether registered
                  or unregistered, used in the conduct of the Business, and all
                  software, firmware, trade secrets, proprietary technologies,
                  know-how, inventions, discoveries, improvements, processes and
                  formulas (secret or otherwise) related to the Business and any
                  documentation related thereto (the "Intellectual Properties")
                  are owned or


                                       36
<PAGE>

                  licensed by the Partnership and are listed on Schedule 2.1.23.
                  The Intellectual Properties owned or licensed by the
                  Partnership:

            (i)   are held by the Partnership pursuant to either good and valid
                  title or fully-paid (other than upgrade costs and purchaser
                  maintenance costs) perpetual licenses under which the
                  Partnership has the right to assign, if applicable, the
                  license to Buyer in connection with the transactions
                  contemplated hereby, and no present or former employee,
                  consultant or other Person (including any former employer of a
                  present or former employee or consultant of the Partnership)
                  has any proprietary, commercial or other interest, direct or
                  indirect, therein; and

            (ii)  have been adequately protected by maintaining the secrecy of
                  trade secret processes, by requiring non-disclosure agreements
                  when appropriate and by affixing copyright notices when
                  appropriate, and neither the Partnership nor Seller has
                  received notice of any claim of infringement or any other
                  claims relating to any such Intellectual Property, nor does
                  Seller have Knowledge of any facts upon which any such claim
                  could reasonably be based.

            (b)   In conducting the Business as presently conducted, the
                  Partnership is not infringing upon or unlawfully or wrongfully
                  using any patent, trademark, trade name, service mark,
                  copyright, trade secret or any other form of intellectual
                  property owned or claimed by another. The Partnership is not
                  in default under, nor has the Partnership or Seller received
                  any notice of any claim of infringement or any other claim or
                  proceeding relating to, any such patent, trademark, trade
                  name, service mark, copyright, trade secret or any other form
                  of intellectual property or any agreement relating thereto. To
                  Seller's Knowledge, no third party is infringing any
                  Intellectual Property of the Partnership.

           2.1.24 No Interest in Other Entities. The Partnership does not own
                  shares of capital stock of any corporation, nor does it have
                  any other ownership or investment interest, either of record,
                  beneficially or equitably, in any association, partnership,
                  joint venture or other Person.

           2.1.25 Availability of Documents. Seller has made available to Buyer
                  copies of all documents and other papers, including all
                  agreements, contracts, commitments, insurance policies,
                  leases, plans, instruments, undertakings authorizations,
                  permits, licenses, patents, trademarks, trade names, service
                  marks, copyrights and applications therefor, listed or
                  required to be listed in the Schedules hereto, except for the
                  documents listed on Schedule 2.1.5(g). Such copies are true,
                  complete, accurate and authentic and include all amendments,
                  supplements and modifications thereto or waivers currently in
                  effect thereunder.

           2.1.26 No Other Business. The Partnership does not conduct and has
                  not conducted any business other than the Business.


                                       37
<PAGE>

           2.1.27 Maintenance of Personal Property. The Partnership has
                  maintained all of its equipment and machinery in accordance
                  with all warranties provided by the vendors or manufacturers
                  thereof and has delivered accurate descriptions of all
                  maintenance procedures utilized by the Partnership to maintain
                  such assets.

           2.1.28 Subscriber Accounts. Seller has furnished to Buyer a schedule
                  that sets forth, as of July 23, 2002, for each rate plan of
                  the Partnership and, within each rate plan, for each type of
                  account on that plan (including, if applicable, active,
                  suspended, employee, demo phone, loaner phone and rental
                  phone), the identities of the accounts, the dates of initial
                  activation of the accounts and the total number of accounts in
                  that category.

           2.1.29 Bank Accounts. Schedule 2.1.29 hereto sets forth a complete
                  list of all banks or other financial institutions at which the
                  Partnership has an account, the account numbers of all such
                  accounts and the names of the authorized signatories for all
                  such accounts.

           2.1.30 Brokers or Finders. All negotiations relative to this
                  Agreement and the transactions contemplated hereby have been
                  carried on by Seller directly without the intervention of any
                  Person who may be entitled to any brokerage or finder's fee or
                  other commission in respect of this Agreement or the
                  consummation of the transactions contemplated hereby. Neither
                  the Partnership, Seller nor any of their respective agents has
                  incurred any obligation or liability, contingent or otherwise,
                  for brokerage or finders' fees or agents' commissions or other
                  similar payment in connection with this Agreement or the
                  transactions contemplated hereby.

           2.1.31 Completeness of Disclosure. No representation or warranty by
                  Seller in this Agreement, including any schedule, exhibit or
                  attachment hereto, or in any Transaction Document, contains or
                  will contain any untrue statement of a material fact or omits
                  or will omit to state a material fact required to be stated
                  herein or therein or necessary to make any statement herein or
                  therein not misleading.

            2.2   Representations and Warranties of Buyer. Buyer represents and
                  warrants to Seller as follows:

            2.2.1 Partnership Existence and Authority.

            (a)   Buyer is a general partnership duly formed and validly
                  existing under the laws of the State of Delaware and has the
                  requisite partnership power, authority and legal right to
                  execute, deliver and perform this Agreement. The execution,
                  delivery and performance by Buyer of this Agreement and all
                  other Transaction Documents required to be executed and
                  delivered by Buyer in accordance with the provisions of this
                  Agreement (collectively, the "Buyer's Documents") have been
                  duly authorized by all necessary partnership action.


                                       38
<PAGE>

                  This Agreement has been, and the other Buyer's Documents will
                  be, duly executed and delivered by Buyer, and this Agreement
                  constitutes, and the other Buyer's Documents when executed and
                  delivered will constitute, the legal, valid and binding
                  obligation of Buyer enforceable against Buyer in accordance
                  with their respective terms, except as such enforceability may
                  be limited by bankruptcy laws and other similar laws affecting
                  creditors' rights generally, and except that the remedy of
                  specific performance and injunctive relief and other forms of
                  equitable relief may be subject to equitable defenses and to
                  the discretion of the court before which any proceeding
                  therefor may be brought.

            (b)   Buyer is the sole record and beneficial owner of, and holds
                  good, valid and marketable title to, Buyer's Interest in the
                  Partnership.

            2.2.2 No Conflicts; Consents.

            (a)   Upon the receipt of requisite consents from the FCC as
                  described in Section 3.3.1(a) and the receipt or giving of the
                  consents set forth on Schedule 2.2.2 (the "Buyer Required
                  Consents"), the execution, delivery and performance of this
                  Agreement and the other Buyer's Documents by Buyer do not and
                  will not violate, conflict with or result in the breach of any
                  term, condition or provision of, or require the consent of any
                  Person under, (i) any existing law, ordinance, or governmental
                  rule or regulation to which Buyer is subject, (ii) any
                  judgment, order, writ, injunction, decree or award of any
                  court, arbitrator or governmental or regulatory official, body
                  or authority which is applicable to Buyer, (iii) the
                  partnership agreement of Buyer, or (iv) any mortgage,
                  indenture, agreement, contract, commitment, lease, plan,
                  license, permit, authorization or other instrument, document
                  or understanding, oral or written, to which Buyer is a party
                  or by which Buyer is otherwise bound.

            (b)   Except for the Buyer Required Consents, the requisite consents
                  from the FCC as described in Section 3.3.1(a) and any
                  post-Closing notifications required by the FCC, no
                  authorization, approval or consent of, and no registration or
                  filing with or notice to, any governmental or regulatory
                  official, body or authority is required in connection with the
                  execution, delivery and performance of this Agreement by
                  Buyer.

            2.2.3 Litigation. There is (a) no suit, action or claim, (b) no
                  investigation or inquiry by any administrative agency or
                  governmental body, and (c) no legal, administrative or
                  arbitration proceeding pending or, to Buyer's knowledge,
                  threatened against Buyer which seeks to terminate or modify or
                  which might affect this Agreement or the consummation of the
                  transactions contemplated herein.

            2.2.4 Brokers or Finders. All negotiations relative to this
                  Agreement and the transactions contemplated hereby have been
                  carried on by Buyer directly without the intervention of any
                  Person who may be entitled to any brokerage


                                       39
<PAGE>

                  or finder's fee or other commission in respect of this
                  Agreement or the consummation of the transactions contemplated
                  hereby. Buyer and its agents have incurred no obligation or
                  liability, contingent or otherwise, for brokerage or finders'
                  fees or agents' commissions or other similar payment in
                  connection with this Agreement or the transactions
                  contemplated hereby.

            2.2.5 FCC Matters. Buyer is, and pending the Closing, will be
                  legally, technically, financially and otherwise qualified
                  under the Communications Act of 1934, as amended, and all
                  rules, regulations and policies of the FCC to acquire the
                  Partnership Interest and to conduct the business and
                  operations of the Partnership. There are no facts or
                  proceedings which would reasonably be expected to disqualify
                  Buyer under the Communications Act of 1934, as amended, or
                  otherwise from acquiring the Partnership Interest or would
                  cause the FCC not to approve the application for the change of
                  control of the FCC Authorizations to Buyer. Buyer has no
                  knowledge of any fact or circumstance relating to Buyer or any
                  of Buyer's affiliates that would reasonably be expected to (a)
                  cause the filing of any objection to the application for the
                  change of control of the FCC Authorizations to Buyer, or (b)
                  lead to a delay in the processing by the FCC of such
                  application. No waiver of any FCC rule or policy is necessary
                  to be obtained for the grant of the application for the change
                  of control of the FCC Authorizations to Buyer.

            2.2.6 Availability of Funds. Buyer will have available on the
                  Closing Date sufficient funds to enable Buyer to consummate
                  the transactions contemplated hereby.

            2.2.7 No Outside Reliance. Buyer has not relied and is not relying
                  on any statement, representation or warranty not made in this
                  Agreement, any Schedule hereto or any Transaction Document.
                  Buyer is not relying on any projections or other predictions
                  contained or referred to in any materials that have been or
                  may hereafter be provided to Buyer or any of its affiliates,
                  agents or representatives by Seller or Parent, and Seller
                  makes no representations or warranties with respect to any
                  such projections or other predictions. Buyer acknowledges that
                  it and its representatives have been permitted access to the
                  books and records, facilities, equipment, tax returns,
                  contracts and other properties and assets of the Partnership
                  that Buyer and its representatives have desired or requested
                  to see or review, and that Buyer and its representatives have
                  had an opportunity to meet with the officers and employees of
                  Seller and its affiliates to discuss the Partnership.

            2.2.8 No Intent to Cancel. Neither Buyer nor any affiliate of Buyer
                  intends to cancel or otherwise modify the Switch Sharing
                  Agreement.

            2.2.9 Completeness of Disclosure. No representation or warranty by
                  Buyer in this Agreement or in any certificate, schedule, list,
                  document, agreement or instrument furnished or to be furnished
                  to Seller in connection with the execution or performance of
                  this Agreement, contains or will contain any


                                       40
<PAGE>

                  untrue statement of a material fact or omits or will omit to
                  state a material fact required to be stated herein or therein
                  or necessary to make any statement herein or therein not
                  misleading.

           2.2.10 Other Materials. Buyer acknowledges that none of Seller, its
                  affiliates or any other Person has made any representation or
                  warranty, expressed or implied, as to the accuracy or
                  completeness of any information regarding the Partnership
                  furnished or made available to Buyer and its representatives,
                  except as expressly set forth in this Agreement and none of
                  Seller, its affiliates or any other Person shall have or be
                  subject to any liability to Buyer or any other Person
                  resulting from the distribution to Buyer, or Buyer's use of,
                  any such information, documents or material made available to
                  Buyer in any "data rooms", management presentations or in any
                  other form in expectation of the transactions contemplated
                  hereby, except to the extent such information, documents or
                  materials is included in or covered by the representations or
                  warranties of Seller or Parent set forth in this Agreement.

            2.3   Survival of Representations and Warranties. All
                  representations and warranties made by the parties in this
                  Agreement, including any schedule hereto, or in any
                  certificate furnished hereunder, shall survive for a period
                  lasting two years after Closing, except that (a) any
                  intentional misrepresentation shall survive Closing
                  indefinitely, (b) Section 2.1.8 shall survive for a period
                  lasting five years after Closing and (c) Sections 2.1.1,
                  2.1.2, 2.1.7, 2.1.9(a), 2.1.9(b), 2.1.18, 2.1.19 and 2.1.22,
                  and Sections 2.2.1, 2.2.2 and 2.2.5, shall survive until the
                  expiration of the 15 day period commencing on the expiration
                  date of the relevant statute of limitations period (including
                  any applicable extensions thereof), if longer than the
                  two-year period previously specified (provided that if there
                  is no relevant statute of limitations, survival shall be
                  indefinite), unless survival is governed by the preceding
                  clause (a). Any claim by a party based upon breach of any such
                  representation or warranty made pursuant to Article V below or
                  otherwise must be submitted to the other party prior to or at
                  the expiration of the applicable survival period. In the case
                  of any claim submitted within such time period, the right of
                  the party submitting the claim to recover from the other party
                  with respect to such claim shall not be dependent on the claim
                  being resolved or the losses being incurred within such time
                  period. Notwithstanding any investigation or audit conducted
                  before or after the Closing Date or the decision of any party
                  to complete the Closing, each party shall be entitled to rely
                  upon the representations and warranties set forth herein. The
                  waiver of any condition regarding the accuracy of any
                  representation or warranty, regarding the performance of or
                  compliance with any covenant or obligation or regarding any
                  other matter, will not affect the right of indemnification or
                  any other remedy of the waiving party after the Closing based
                  on the inaccuracy of such representation or warranty, the
                  nonperformance of or noncompliance with such covenant or
                  obligation or the failure of such condition to have been
                  satisfied.


                                       41
<PAGE>

                                  ARTICLE III

                            COVENANTS AND AGREEMENTS

            3.1   Covenants of Seller and Parent Pending the Closing. Seller and
                  Parent jointly and severally covenant and agree that, from the
                  date hereof until the Closing and except as otherwise agreed
                  to in writing by Buyer (provided, however, that any breach of
                  any of Seller's or Parent's covenants directly caused by
                  either (i) a breach by Buyer of its obligations under the
                  Switch Sharing Agreement, or (ii) the failure by Buyer to
                  provide to the Partnership the benefits of any modification to
                  the functionality of the Switch that Buyer makes for its own
                  purposes, shall be disregarded for purposes of this
                  Agreement):

            3.1.1 Conduct of the Business in the Ordinary Course. The Business
                  shall be conducted solely in the ordinary course consistent
                  with past practice and in compliance with the Communications
                  Act of 1934 and the rules and regulations of the FCC, all
                  other laws, ordinances, rules, regulations and orders
                  applicable to the Business or any of the assets of the
                  Partnership, including all applicable Environmental Laws, all
                  of the Authorizations and the Partnership Agreement. Without
                  limiting the foregoing, from the date hereof until the
                  Closing, the Partnership shall:

            (a)   collect its accounts receivable in the ordinary course of the
                  Business, consistent with past practice, and not compromise,
                  discount, forgive or otherwise adjust, amend or modify the
                  terms or conditions of any of its accounts receivable other
                  than in the ordinary course of the Business, consistent with
                  past practice;

            (b)   pay its accounts payable and applicable taxes in the ordinary
                  course of the Business, consistent with past practice, and not
                  adjust, amend or modify the terms or conditions of any of its
                  accounts payable other than in the ordinary course of the
                  Business, other than taxes which are being disputed in good
                  faith in accordance with applicable dispute procedures and for
                  which appropriate reserves have been made, consistent with
                  past practice;

            (c)   not sell, lease, license, or otherwise dispose of any assets
                  or property of the Partnership except (i) pursuant to the
                  requirements of any agreement listed in Schedule 2.1.5(a), or
                  (ii) in the ordinary course of the Business consistent with
                  past practice; and not acquire any assets or property except
                  in the ordinary course of the Business consistent with past
                  practice;

            (d)   not enter into any new lease or license for the Partnership's
                  use of any cell site or retail space or any other material
                  agreement;

            (e)   not enter into any type of business other than the Business;


                                       42
<PAGE>

            (f)   not incur or guaranty any indebtedness for borrowed money or
                  any other indebtedness, except for trade payables incurred in
                  the ordinary course of the Business, consistent with past
                  practice;

            (g)   not merge or consolidate with any other Person or acquire a
                  material amount of assets of any other Person;

            (h)   not (i) take or agree to take any action that would make any
                  representation or warranty of Seller inaccurate in any respect
                  at, or as of any time prior to, the Closing Date, or (ii) omit
                  or agree or commit to omit to take any action necessary to
                  prevent any such representation or warranty from being
                  inaccurate in any respect at any such time;

            (i)   without limiting the generality of subsection (h) above, not
                  cause or permit to occur any of the events or occurrences
                  described in Section 2.1.15 hereof;

            (j)   perform all of its obligations under all Contracts and not
                  amend, terminate or waive any rights under any material
                  Contracts or under any material agreements listed in Part II
                  of Schedule 2.1.19, or enter into any material contracts
                  relating to the Business, except in the ordinary course of the
                  Business consistent with past practice; nor shall Seller agree
                  to amend or terminate the Partnership Agreement, propose any
                  amendment to or termination of the Partnership Agreement,
                  withdraw as a Partner (except as contemplated under this
                  Agreement) or agree to or propose any dissolution or
                  termination of the Partnership;

            (k)   maintain the Business's equipment, systems and other fixed
                  assets as necessary to maintain the Business's reliability
                  standards, footprint coverage and network capacity;

            (l)   make capital expenditures in the ordinary course consistent
                  with past practice as necessary or appropriate to conduct the
                  Business;

            (m)   not make any distributions to the partners of the Partnership,
                  other than distributions in amounts consistent with past
                  practice that are disclosed to Buyer in writing prior to
                  Closing;

            (n)   terminate the lease of each Leased Property that is no longer
                  being used in the operation of the Business, if any, and pay
                  all termination fees or similar charges or liabilities in
                  connection therewith, after giving written notice to Buyer of
                  the intention to terminate such lease, such termination to be
                  effected promptly after Buyer notifies Seller that it does not
                  object to such termination or 15 days elapses without
                  notification from Buyer that it objects to such termination;

            (o)   continue in accordance with past practice all marketing and
                  promotions relating to the maintenance and growth of
                  subscribers; and


                                       43
<PAGE>

            (p)   not activate customers on any service plans, unless the terms
                  and conditions of such plans (including price and duration of
                  contract terms) are no more favorable (taken together, but not
                  individually) to customers than the plans of the Partnership
                  listed on Schedule 2.1.5(e); notwithstanding the foregoing,
                  the Partnership may introduce and activate customers on new
                  plans which no more than match more favorable terms offered by
                  competitors, provided that Seller gives Buyer at least three
                  business days' prior written notice of the implementation of
                  such plan.

            3.1.2 Maintenance of Assets and Insurance. The Partnership shall
                  take all action reasonably necessary to maintain the assets of
                  the Partnership, including the Authorizations and all
                  Intellectual Properties, and otherwise preserve its rights to
                  provide telecommunications service in the Market. Seller or
                  Parent shall keep in full force and effect the insurance
                  policies maintained for the benefit of the Partnership on the
                  assets of the Partnership as of the date hereof (or
                  replacement policies providing substantially the same
                  coverage) and shall notify Buyer of any significant changes in
                  the terms of the insurance policies and binders currently in
                  effect.

            3.1.3 Intentionally Deleted.

            3.1.4 Efforts; Relationships; Cooperation. The Partnership shall use
                  all commercially reasonable efforts to conduct the Business in
                  such a manner that at all times prior to and on the Closing
                  Date, the representations and warranties contained in this
                  Agreement shall be true as though such representations and
                  warranties were made on and as of such times. The Partnership
                  shall (i) use commercially reasonable efforts to keep
                  available the services of the Partnership's employees and of
                  all agents of the Business, (ii) use commercially reasonable
                  efforts to maintain the relations and goodwill of the Business
                  with the suppliers, customers and distributors of the Business
                  and any others having business relations with the Business,
                  and (iii) cooperate with Buyer in establishing network
                  conversion and switching conversion arrangements and
                  implementing other transitional arrangements as reasonably
                  requested by Buyer.

            3.1.5 Access. Upon reasonable prior notice from Buyer, (a) the
                  Partnership shall give Buyer and its authorized
                  representatives reasonable access during regular business
                  hours to the Partnership's books and records, facilities and
                  assets comprising or relating to the Partnership or the
                  Business, (b) the Partnership shall provide such financial and
                  operating data and other information with respect to the
                  Partnership or the Business as Buyer may reasonably request,
                  and (c) the Partnership and Seller shall, upon reasonable
                  advance written notice from Buyer, make available their
                  officers, employees, agents and affiliates who are familiar
                  with matters relating to the Business in order to facilitate
                  the Buyer's review of the Partnership or the Business. The
                  foregoing right of access shall not be exercisable in such a
                  manner as to interfere unreasonably with the normal operations
                  of the Business.


                                       44
<PAGE>

            3.1.6 Non-solicitation. Prior to the Closing and except as expressly
                  permitted by this Agreement, neither the Partnership nor
                  Seller shall, directly or indirectly, sell, agree to sell,
                  solicit inquiries or proposals or furnish any non-public
                  information with respect to, or initiate or participate in any
                  negotiations or discussions whatsoever concerning any
                  acquisition or purchase of, any or all of the assets of the
                  Partnership outside of the ordinary course of the Business, or
                  any equity interest in the Partnership, whether by purchase,
                  merger or otherwise, or any business combination with the
                  Partnership. The Partnership and Seller shall instruct their
                  officers, employees, trustees, beneficiaries, agents and
                  affiliates to refrain from doing any of the above.

            3.1.7 Press Releases. Neither the Partnership nor Seller nor Parent
                  shall make any public statements or releases concerning this
                  Agreement or the transactions contemplated hereby, except (a)
                  as shall have been approved in advance as to form and content
                  by Buyer, and except to such Persons as have been approved in
                  advance by Buyer, which approvals shall not be unreasonably
                  withheld or (b) as required by applicable law or any listing
                  agreement, provided that the Partnership, Seller or Parent
                  shall use reasonable efforts to provide Buyer with a copy of
                  such public statements or releases in advance.

            3.1.8 Compliance with Authorizations. The Partnership shall maintain
                  all of its rights and interest in, and the validity of, the
                  Authorizations, and the Partnership shall not engage in any
                  transaction or take any action or omit to take any action that
                  will or could reasonably be expected to adversely affect its
                  rights or interest in, or the validity of, the Authorizations.
                  Without limiting the above, the Partnership shall conduct its
                  operations in accordance with the conditions set by the FCC
                  for maintaining the FCC Authorizations. Seller shall promptly
                  provide Buyer with copies of all applications and other
                  correspondence from the Partnership or Seller to the FCC with
                  respect to the Business and any notices, Authorizations,
                  orders or correspondence received by the Partnership or Seller
                  from the FCC with respect to the Business.

            3.1.9 Updates. Between the date hereof and the Closing, Seller and
                  Parent shall promptly notify Buyer of (a) any fact or
                  condition of which any of them acquires Knowledge that renders
                  inaccurate any of the representations or warranties made by
                  Seller and Parent herein as of the date of this Agreement or
                  (b) the occurrence after the date of this Agreement of any
                  fact or condition that would, as of the time of such
                  occurrence, constitute a failure on the part of Seller and
                  Parent to meet the conditions set forth in Section 4.1.1
                  hereof; provided, however, that none of such disclosures shall
                  be deemed to modify, amend or supplement the representations
                  and warranties of Seller and Parent or the Schedules hereto
                  for the purposes of this Agreement (including Article V),
                  unless Buyer shall have consented thereto in writing. During
                  the same period, Seller and Parent shall promptly notify Buyer
                  of the occurrence of any breach of any covenant of Seller or
                  Parent contained in this Article III, or of


                                       45
<PAGE>

                  any event that may make the satisfaction of the conditions set
                  forth in Section 4.1 of this Agreement impossible or unlikely.

           3.1.10 Delivery of Financial Statements. Seller shall deliver to
                  Buyer within 15 days after the end of each calendar month
                  unaudited financial statements for the Partnership, consisting
                  of a balance sheet, a statement of income (including detailed
                  revenue classifications) and a statement of cash flows, as
                  well as key operating statistics, including gross subscriber
                  additions, disconnects and end-of-period number of subscribers
                  for such month and for the interim period then ended (all such
                  financial statements, the "Interim Financial Statements").
                  Such Interim Financial Statements shall meet the requirements
                  for Unaudited Financial Statements as set forth in Section
                  2.1.11(b).

            3.2   Covenants of Buyer Pending the Closing. Buyer covenants and
                  agrees that, from the date hereof until the Closing Date and
                  except as otherwise agreed to in writing by Seller:

            3.2.1 Actions of Buyer. Buyer shall use all commercially reasonable
                  efforts not to take any action that would result in a breach
                  of any of its representations and warranties hereunder.

            3.2.2 Press Releases. Buyer will not make any public statements or
                  releases concerning this Agreement or the transactions
                  contemplated hereby, except (a) as shall have been approved in
                  advance as to form and content by Seller, and except to such
                  Persons as have been approved in advance by Seller, which
                  approvals shall not be unreasonably withheld or (b) as
                  required by applicable law or any listing agreement, provided
                  that Buyer shall use reasonable efforts to provide Seller with
                  a copy of such public statements or releases in advance.

            3.2.3 Updates. Between the date hereof and the Closing, Buyer shall
                  promptly notify Seller of (a) any fact or condition of which
                  Buyer acquires knowledge that renders inaccurate any of
                  Buyer's representations or warranties made herein as of the
                  date of this Agreement or (b) the occurrence after the date of
                  this Agreement of any fact or condition that would, as of the
                  time of such occurrence, constitute a failure on the part of
                  Buyer to meet the conditions set forth in Section 4.2.1
                  hereof; provided, however, that none of such disclosures shall
                  be deemed to modify, amend or supplement the representations
                  and warranties of Buyer for the purposes of this Agreement
                  (including Article V), unless Seller shall have consented
                  thereto in writing. During the same period, Buyer shall
                  promptly notify Seller of the occurrence of any breach of any
                  covenant of Buyer contained in this Article III, or of any
                  event that may make the satisfaction of the conditions set
                  forth in Section 4.2 of this Agreement impossible or unlikely.

            3.2.4 Non-Solicitation. From the date of this Agreement until one
                  year from the Closing Date, Buyer agrees that it will not,
                  directly or indirectly through any


                                       46
<PAGE>

                  affiliate or representative of Buyer or otherwise, except as
                  expressly provided in the next sentence, recruit, solicit,
                  offer to employ or employ any management employee of Seller to
                  become an employee, independent contractor or consultant of
                  Buyer or any of Buyer's affiliates. However, Buyer shall not
                  be prohibited from recruiting, soliciting, offering to employ
                  or employing any such management employee who is identified as
                  a result of a search by Buyer for employees through the use of
                  one or more general advertisements in the media (including
                  trade media) or through the engagement of one or more firms to
                  conduct searches that are not targeted or focused on Seller.

            3.2.5 Switch Sharing Agreement. Buyer (or an affiliate of Buyer) (i)
                  shall continue to perform its obligations under the Switch
                  Sharing Agreement in accordance with the terms and conditions
                  of the Switch Sharing Agreement, (ii) shall not terminate the
                  Switch Sharing Agreement pursuant to Section VI(E) thereof or
                  give notice pursuant to Section III(B)(1) of the Switch
                  Sharing Agreement of its intention not to renew such
                  Agreement, (iii) shall provide to the Partnership the benefits
                  of any modification to the functionality of the Switch that
                  Buyer (or an affiliate of Buyer) makes for its own purposes,
                  and (iv) shall not increase the rates for any of the services
                  performed by Buyer (or an affiliate of Buyer) under the Switch
                  Sharing Agreement, except in connection with any modifications
                  to such services that may be requested by Seller (other than
                  those contemplated by clause (iii) of this Section).

            3.3   Mutual Covenants. Seller, Parent and Buyer further covenant
                  and agree that, except as otherwise agreed to in writing by
                  Seller and Buyer:

            3.3.1 Certain Filings and Consents.

            (a)   As soon as practicable after the date of this Agreement,
                  Seller and Buyer shall file (i) applications with or
                  notifications to the FCC for consent to the transfer of
                  control of the FCC Authorizations from Seller to Buyer, and
                  such other applications with the FCC as may be advisable in
                  the reasonable judgment of the parties hereto, all of which
                  applications and notifications will comply in all material
                  respects with the requirements of the Communications Act of
                  1934 and the rules of the FCC, and (ii) applications for all
                  consents and approvals of the SCC and other regulatory
                  consents and approvals necessary for the consummation of the
                  transactions contemplated hereby, if any. Seller and Buyer
                  shall use commercially reasonable efforts to file the
                  applications for the consent of the FCC within 10 business
                  days after the date of this Agreement. Seller and Buyer shall
                  diligently prosecute all applications referred to in the first
                  sentence of this Section and shall take all such actions and
                  give all such notices as may be required or requested by the
                  FCC or any other regulatory agency or as may be appropriate in
                  an effort to expedite the grant of such consent by the FCC or
                  such regulatory agency. Upon final resolution of all issues
                  with respect to the ROFR, Buyer and Seller shall file new
                  applications or notifications with the FCC, or appropriate
                  amendments to


                                       47
<PAGE>

                  applications or notifications already filed with the FCC,
                  if necessary to properly reflect the structure of the
                  transactions contemplated hereby following resolution of such
                  issues.

            (b)   The Partnership and Seller shall use all commercially
                  reasonable efforts to obtain (or give, in the case of
                  notifications or deliveries constituting Required Consents)
                  all Required Consents as soon as practicable. Buyer shall use
                  all commercially reasonable efforts to obtain (or give, in the
                  case of notifications or deliveries constituting Buyer
                  Required Consents) all Buyer Required Consents.

            3.3.2 Non-Disclosure. None of Seller, Parent and their agents and
                  none of the Partnership, Buyer and its agents shall at any
                  time disclose to the public or to any third party the fact
                  that Buyer is contemplating the purchase of the Partnership
                  Interest, or that Seller is contemplating the sale of the
                  Partnership Interest to Buyer, or the existence of this
                  Agreement or the terms and conditions of this Agreement or the
                  acquisition, except:

            (a)   as required by applicable law or the rules of any relevant
                  stock exchange, by order or decree of a court or regulatory
                  body having jurisdiction over such party, or in connection
                  with such party's or its affiliate's enforcement of any rights
                  it may have at law or equity;

            (b)   on a "need to know"  basis to Persons  within such party's
                  organization,  or outside of such party's organization   such
                  as  attorneys, accountants, bankers, financial advisors and
                  other consultants who may be assisting such party in
                  connection with the transactions contemplated hereby and who
                  agree to be bound by the  nondisclosure  obligations  of this
                  Section;

            (c)   as expressly required by this Agreement;

            (d)   with the express prior written consent of the other party; or

            (e)   after such information has become publicly available without
                  breach of this Agreement.

            Notwithstanding anything contained in this Agreement to the
      contrary, the provisions of this Section shall survive the Closing. Each
      of Seller and Buyer specifically acknowledges and agrees that the remedy
      at law for any breach of the provisions of this Section will be inadequate
      and that each party, in addition to any other relief available to it,
      shall be entitled to temporary and permanent injunctive relief without the
      necessity of proving actual damages in the event of any breach or
      threatened breach of the provisions of this Section by the other parties
      or such other parties' agents.

            3.3.3 Maintenance of Books and Records. Each of the Partnership,
                  Seller and Buyer shall preserve until the fifth anniversary of
                  the Closing Date, all records possessed or to be possessed by
                  or controlled or to be controlled by such party relating to
                  any of the assets, liabilities or business of the Business
                  prior to the


                                       48
<PAGE>

                  Closing Date. After the Closing Date, where there is a
                  legitimate purpose, such party shall provide the other parties
                  with access, upon prior reasonable written request specifying
                  the need therefor, during regular business hours, to (a) the
                  officers and employees of such party and (b) the books of
                  account and records of such party, but, in each case, only to
                  the extent relating to the assets, liabilities or business of
                  the Business prior to the Closing Date, and the other parties
                  and their representatives shall have the right to make copies
                  of such books and records; provided, however, that the
                  foregoing right of access shall not be exercisable in such a
                  manner as to interfere unreasonably with the normal operations
                  and business of such party; and further provided that as to so
                  much of such information as constitutes trade secrets or
                  confidential business information of such party, the
                  requesting party and its officers, directors and
                  representatives will use due care to not disclose such
                  information except (i) as required by law, (ii) with the prior
                  written consent of such party, which consent shall not be
                  unreasonably withheld, or (iii) where such information becomes
                  available to the public generally, or becomes generally known
                  to competitors of such party, through sources other than the
                  requesting party, its affiliates or its officers, directors or
                  representatives. Such records may nevertheless be destroyed by
                  a party if such party sends to the other parties written
                  notice of its intent to destroy records, specifying with
                  particularity the contents of the records to be destroyed.
                  Such records may then be destroyed after the 30th day after
                  such notice is given unless another party objects to the
                  destruction in which case the party seeking to destroy the
                  records shall deliver such records to the objecting party.

            3.3.4 Compliance with this Agreement; Cooperation. Buyer, Parent and
                  Seller shall each perform and comply with all agreements,
                  obligations and conditions required by this Agreement to be
                  performed or complied with by it prior to or at the Closing.
                  The Partnership, Seller and Parent, on the one hand, and
                  Buyer, on the other hand, shall each cooperate with the other
                  and use all commercially reasonable efforts to cause all of
                  the conditions to the obligations of Buyer and Seller under
                  this Agreement to be satisfied on or prior to the Closing
                  Date.

            3.3.5 Other Regulatory Requirements. Each party agrees to reasonably
                  cooperate with the other party in connection with the other
                  party's efforts to satisfy any regulatory requirements in
                  connection with the transactions contemplated by this
                  Agreement.

            3.3.6 Use of Seller's Names and Logos. Except as specifically
                  provided in the Transition Services Agreement, at no time from
                  and after the Closing Date shall Buyer, the Partnership or any
                  of their respective affiliates use any trademarks, trade
                  names, service marks, service names, logos, copyrights, common
                  law proprietary rights, or similar proprietary rights of
                  Seller or its affiliates containing the names "Shenandoah,"
                  "Shentel" or any derivatives thereof or any name confusingly
                  similar thereto. At no time during the first 18 months after
                  the Closing Date shall Seller, Parent or any of their
                  respective


                                       49
<PAGE>

                  affiliates use "Shenandoah," "Shentel" or any derivative
                  thereof or any name or mark confusingly similar thereto in the
                  Market or within 100 miles of any part of the Market in
                  connection with any wireless telecommunications business that
                  is in any way competitive with any business in which the
                  Partnership is engaged as of the date hereof, except that
                  Seller, Parent and their respective affiliates shall not be
                  restricted from using "Shenandoah," "Shentel" or any
                  derivative thereof or any name or mark confusingly similar
                  thereto in connection with any paging business. At no time
                  during the first five years after the Closing Date shall
                  Seller, Parent or any of their respective affiliates use
                  "Shenandoah Cellular" in the Market or within 100 miles of any
                  part of the Market in connection with any wireless
                  telecommunications business that is in any way competitive
                  with any business in which Buyer is engaged as of the date
                  hereof. Due to the difficulty of measuring damages that would
                  result from a breach of this Section 3.3.6, the parties hereby
                  agree that in the event of a breach or a contemplated breach
                  of this Section 3.3.6, in addition to any other remedies that
                  the non-breaching party may have at law or in equity, the
                  non-breaching party shall have the right to have the
                  provisions of this Section 3.3.6 specifically performed by the
                  breaching party, and the non-breaching party shall have the
                  right to obtain preliminary and permanent injunctive relief to
                  secure specific performance, and to prevent a breach or
                  contemplated breach, of this Section 3.3.6.

            3.4   Covenants Regarding Employees and Employee Benefits.

            Seller and Parent jointly and severally covenant and agree that,
      except as otherwise agreed to in writing by Buyer:

            3.4.1 Access to Employees. Upon reasonable notice, the Partnership
                  shall provide Buyer with reasonable access to the
                  Partnership's employees during normal business hours
                  throughout the period prior to the Closing Date. Such access
                  shall be in accordance with applicable law and for the purpose
                  of interviewing such persons, performing drug testing,
                  performing background checks and pre-employment testing, and
                  providing transition training for those employees contemplated
                  to be hired by Buyer (or an affiliate of Buyer) after the
                  Closing Date, if any.

            3.4.2 Employment Termination and Related Benefits. No less than 30
                  days prior to the Closing, Buyer shall deliver to Seller a
                  list of employees of the Partnership that Buyer does not
                  intend to hire (either directly or through an affiliate) as
                  employees of the Partnership after the Closing. The
                  Partnership shall, effective immediately prior to Closing,
                  terminate the employment of all employees of the Partnership
                  and, prior to Closing, provide to such employees severance
                  benefits, if any, to which they are entitled pursuant to any
                  Employee Benefit Plan covering such employees. In addition,
                  Seller shall, effective immediately prior to Closing, provide
                  such employees with health care continuation benefits to the
                  extent required by applicable law or the terms of any
                  Shenandoah Employee Benefit Plan. Effective immediately after


                                       50
<PAGE>

                  Closing, Buyer (or an affiliate of Buyer) shall offer
                  employment to any employees of the Partnership not included on
                  the list provided to Seller pursuant to the first sentence of
                  this Section 3.4.2.

            3.4.3 Communications With Employees. Buyer and Seller shall consult
                  with each other regarding communications with the
                  Partnership's employees who Buyer does not intend to hire
                  (either directly or through an affiliate) as employees of the
                  Partnership after the Closing in an effort to minimize any
                  adverse impact on the Business. Upon the reasonable request of
                  Buyer, Seller shall use all commercially reasonable efforts to
                  minimize such impact, including enforcing the Partnership's
                  rights under any confidentiality or non-compete agreement with
                  any of the Partnership's employees who are terminated.

            3.4.4 No Third Party Rights. Nothing contained in this Agreement
                  shall confer upon any of the Partnership's employees any right
                  with respect to continued employment after the Closing. No
                  provision of this Agreement shall create any third-party
                  rights in any such employee, or any beneficiary or dependent
                  thereof, with respect to the compensation, terms and
                  conditions of employment and benefits that may be provided to
                  such employee by the Partnership after the Closing Date, if
                  any.

            3.4.5 COBRA. Seller shall, at its cost in accordance with the terms
                  of each applicable health plan (except to the extent of any
                  premiums required to be paid by the Partnership's employees,
                  former employees and their eligible dependents), provide (or
                  cause the Partnership to provide and bear the full cost of
                  such provision) continuation coverage under COBRA to all of
                  its eligible employees, former eligible employees and their
                  eligible dependents to the extent required by applicable law
                  with respect to any "qualifying event" (as such term is
                  defined in Section 4980B(f)(3) of the Code) occurring on or
                  prior to the Closing Date.

            3.4.6 Employee Benefit Plans. Seller acknowledges and agrees that
                  all of the Partnership's employees who are hired by Buyer (or
                  an affiliate of Buyer) after the Closing, if any, shall cease
                  to be active participants in any of the Shenandoah Employee
                  Benefit Plans. Further, the parties agree and acknowledge that
                  after the Closing, any employees who are hired by Buyer (or an
                  affiliate of Buyer) shall participate in such employee benefit
                  plans or arrangements and other compensation programs as Buyer
                  shall determine in its sole discretion. Without limiting the
                  generality of anything else contained herein, Buyer shall
                  assume no pre-closing or post-closing liabilities associated
                  with any Shenandoah Employee Benefit Plan. Seller and Parent
                  acknowledge that no portion of the assets of any plan, fund,
                  program or arrangement, written or unwritten, heretofore
                  sponsored or maintained by Seller, Parent or any of their
                  respective affiliates (and no amount attributable to any such
                  plan, fund, program or arrangement) shall be transferred to
                  Buyer, and agree that Buyer shall not be required to continue
                  any such plan, fund, program or


                                       51
<PAGE>

                  arrangement after the Closing Date. The Partnership shall
                  withdraw as a participating employer under all Shenandoah
                  Employee Benefit Plans effective immediately prior to Closing.
                  Seller shall furnish to Buyer, at or prior to Closing, one or
                  more written instruments, in form and substance reasonably
                  satisfactory to Buyer, effectuating such withdrawals.

            3.5   Covenants Regarding Tax Matters.

            3.5.1 Without the prior written consent of Buyer, Seller shall not,
                  to the extent it may affect or relate to the Partnership, make
                  or change any Tax election (except for the Section 754
                  Election, as provided below), adopt or change any method of
                  Tax accounting, file any amended Tax return, enter into any
                  closing agreement, settle any Tax claim or assessment,
                  surrender any right to claim a Tax refund, offset or other
                  reduction in Tax Liability, consent to any extension or waiver
                  of the limitations period applicable to any Tax claim or
                  assessment or take or omit to take any other action, if any
                  such action or omission referred to in any clause of this
                  Section 3.5.1 could have the effect of increasing the Tax
                  liability or reducing any Tax Asset (as defined below) of the
                  Partnership or Buyer.

            3.5.2 All Tax returns required to be filed by the Partnership on or
                  after the Closing Date in respect of Pre-closing Taxes (other
                  than such Tax returns (each, a "Straddle Period Return") that
                  are in respect of a Tax period ending after the Closing Date
                  and that are not personal property tax returns) (i) will be
                  prepared and filed by Seller when due in accordance with
                  applicable law and (ii) as of the time of filing, will be true
                  and complete in all material respects. All such Tax returns
                  shall be furnished to Buyer at least five days before the due
                  date for filing such Tax returns, and Buyer shall have the
                  right to review and consent to all such Tax returns, which
                  consent shall not be unreasonably withheld or delayed. All
                  Straddle Period Returns will be prepared and filed by Buyer
                  when due in accordance with applicable law. All Straddle
                  Period Returns shall be furnished to Seller at least five days
                  before the due date for filing such Tax returns, and Seller
                  shall have the right to review and consent to the filing of
                  Straddle Period Returns, which consent shall not be
                  unreasonably withheld or delayed. For purposes of this
                  Agreement, the term "Pre-closing Taxes" shall mean (i) any Tax
                  that is due on or before the Closing Date, (ii) any Tax which
                  is payable for a Tax period that ends on or before the Closing
                  Date and which is not due until after the Closing Date, and
                  (iii) with respect to a Tax which is payable for a Tax period
                  that includes (but does not end on) the Closing Date, the
                  portion of such Tax that is related to the portion of such Tax
                  period ending on and including the Closing Date, which portion
                  of such Tax shall (A) in the case of any Taxes other than
                  gross receipts, sales or use Taxes and Taxes based upon or
                  related to income, be deemed to be the amount of such Tax for
                  the entire Tax period (which period, with respect to personal
                  property, ad valorem and real property Taxes, shall be the
                  calendar year in which the assessment date for such Tax falls)
                  multiplied by a fraction the numerator of which is the number
                  of days in


                                       52
<PAGE>

                  the Tax period ending on and including the Closing Date and
                  the denominator of which is the number of days in the entire
                  Tax period, and (B) in the case of any Taxes based upon or
                  related to income and any gross receipts, sales or use Taxes,
                  be deemed equal to the amount which would be payable if the
                  relevant Tax period ended on and included the Closing Date.

            3.5.3 Seller shall prepare the federal partnership tax return of the
                  Partnership for its Tax period ending on the Closing Date and,
                  unless such election is already in full force and effect,
                  shall make the election described in Section 754 of the
                  Internal Revenue Code (the "Section 754 Election") with such
                  return, in the manner and form required by applicable Treasury
                  Regulations. The income of the Partnership will be apportioned
                  to the period up to and including the Closing Date and the
                  period after the Closing Date by closing the books of the
                  Partnership as of the end of the Closing Date. Buyer shall
                  provide Seller with any fair market value information with
                  respect to the assets of the Partnership reasonably requested
                  by Seller for purposes of making the Section 754 Election.

            3.5.4 Seller will allow Buyer, the Partnership and its counsel at
                  their own expense to be present at and participate in any
                  audits and appeals with respect to any Tax returns to the
                  extent that such returns relate to the Partnership. Seller
                  shall not settle any such audit or appeal in a manner which
                  would adversely affect Buyer or the Partnership; provided that
                  a settlement shall be deemed not to have an adverse effect on
                  Buyer or the Partnership if the settlement agreement (i)
                  merely requires the Partnership or Seller to make a payment in
                  respect of a Pre-closing Tax, which payment shall be made by
                  Seller immediately upon the settlement, (ii) does not require
                  Buyer or the Partnership to concede or accept, or preclude
                  Buyer or the Partnership from taking, any Tax position with
                  respect to any Tax period ending after the Closing Date, and
                  (iii) could not increase the Tax liability or reduce any Tax
                  Asset of Buyer or the Partnership with respect to any Tax
                  period ending after the Closing Date (unless Seller pays to
                  Buyer or the Partnership the cost of any increase in Tax
                  liability or reduction in such Tax Asset); and provided,
                  further, that Buyer shall have the option, exercisable in its
                  sole discretion, to require Seller to (x) pay Buyer the amount
                  which Seller would have paid to the relevant Tax authority in
                  respect of the settlement and (y) allow Buyer to assume the
                  defense of the audit, appeal and settlement of such issue, in
                  exchange for granting Seller a release from its
                  indemnification obligations related to the settlement.

            3.5.5 The Partnership has no Tax Sharing Agreements.

            3.5.6 Buyer and Seller shall cooperate fully, as and to the extent
                  reasonably requested by the other party, in connection with
                  the preparation and filing of any Tax return, statement,
                  report or form, and any audit, litigation or other proceeding
                  with respect to Taxes. Such cooperation shall include the
                  retention and (upon the other party's request) the provision
                  of records and


                                       53
<PAGE>

                  information which are reasonably relevant to any such audit,
                  litigation or other proceeding and making their employees and
                  tax advisors available on a mutually convenient basis to
                  provide additional information and explanation of any material
                  provided hereunder. Subject to Section 3.5.7, Buyer and Seller
                  agree (i) to retain all books and records with respect to Tax
                  matters pertinent to the Partnership relating to any
                  Pre-closing Tax period, and to abide by all record retention
                  agreements entered into with any Tax authority, and (ii) to
                  give the other party written notice at least 90 days prior to
                  destroying or discarding any such books and records and, if
                  the other party so requests, Buyer or Seller, as the case may
                  be, shall allow the other party to take possession of such
                  books and records; provided that after the applicable statute
                  of limitations with respect to which the Tax items contained
                  in such books and records has expired (giving effect to any
                  waiver, mitigation or extension thereof), clause (ii) shall
                  not apply to any books and records which also pertain to
                  persons other than the Partnership.

            3.5.7 On or before the Closing Date, Seller shall deliver to Buyer
                  true and correct copies of all currently effective exemption
                  certificates and other documents which have been furnished by
                  customers of the Partnership for the purpose of establishing
                  or supporting any claim of tax exemption with respect to Taxes
                  collected by the Partnership from its customers.

            3.5.8 For purposes of this Agreement:

            "Tax Asset" means any net operating loss, net capital loss,
      investment tax credit, foreign tax credit, charitable deduction or any
      other credit or tax attribute that could reduce Taxes (including
      deductions and credits related to alternative minimum Taxes and Tax basis
      of assets).

            "Tax Sharing Agreement" means an agreement or arrangement (whether
      or not written) binding the Partnership that provides for the allocation,
      apportionment, sharing or assignment of any Tax liability or benefit, or
      the transfer or assignment of income, revenues, receipts, or gains for the
      purpose of determining any person's Tax liability, but shall not include
      the Partnership Agreement.

            3.6   Additional Covenants of Seller and Parent. Seller and Parent
                  further covenant and agree that, except as otherwise agreed to
                  in writing by Buyer:

            3.6.1 Restructuring of Certain Leases. Seller shall use all
                  commercially reasonable efforts to achieve the results
                  contemplated by Schedule 3.6.1. Seller shall comply with all
                  related requirements of Schedule 3.6.1.

            3.6.2 Termination of Various Agreements.

            (a)   The Partnership shall terminate, effective upon or prior to
                  Closing, all of the Authorized Agent Agreements listed in
                  Schedule 2.1.5(a), by giving written notice of termination
                  prior to Closing in accordance with the requirements of such
                  Agreements, except that Seller shall cause the Authorized
                  Agent


                                       54
<PAGE>

                  Agreement between the Partnership and ShenTel Service Company,
                  an affiliate of Seller, to be terminated instead by written
                  agreement executed by the Partnership and ShenTel Service
                  Company. Copies of such termination notices and such written
                  agreement shall be delivered to Buyer prior to Closing.

            (b)   The Partnership shall terminate the Marketing and Cellular
                  Radio Service Agreement dated September 30, 1997 between the
                  Partnership and Topp Telecom, Inc. effective upon or prior to
                  Closing, by giving written notice of termination prior to
                  Closing in accordance with the requirements of such Agreement.
                  A copy of such termination notice shall be delivered to Buyer
                  prior to Closing.

            (c)   The parties acknowledge that, as described in greater detail
                  in Schedule 2.1.5(a), the Partnership has been leasing the
                  space used for the Partnership's Winchester retail store from
                  ShenTel Service Company, an affiliate of Seller, and that no
                  written lease has been executed with respect to the use of
                  such space by the Partnership. The parties further acknowledge
                  that certain computer equipment of H.O. Software, Inc.
                  ("H.O.") that is used in connection with H.O.'s provision of
                  services to the Partnership under the License Agreement dated
                  December 22, 1993 between the Partnership (as successor to
                  Virginia 10 RSA Resale Limited Partnership) and H.O. is
                  located at the Winchester retail store. Seller shall cause
                  this oral lease and all other rights and obligations of the
                  Partnership and ShenTel Service Company with respect to the
                  use of such space by the Partnership (except as set forth in
                  this Section 3.6.2(c) below) to be terminated prior to Closing
                  by written agreement executed by the Partnership and ShenTel
                  Service Company in form and substance reasonably satisfactory
                  to Buyer. Such written agreement shall also contain a
                  provision, in form and substance reasonably satisfactory to
                  Buyer, permitting H.O.'s computer equipment to remain where it
                  is currently located until termination of the License
                  Agreement with H.O., and permitting the Partnership and H.O.
                  to have access to such equipment to the extent reasonably
                  required during such period. A copy of such written agreement
                  shall be delivered to Buyer prior to Closing. Seller shall be
                  responsible for any damage to such computer equipment
                  resulting from lightning, water damage or other acts of God
                  during such period.

            (d)   The parties acknowledge that, as described in greater detail
                  in Schedule 2.1.5(a), the Partnership has been obtaining long
                  distance service from Shenandoah Long Distance Company, an
                  affiliate of Seller, and that no written agreement has been
                  executed with respect to the provision of such services to the
                  Partnership. Seller shall cause this oral agreement and all
                  other rights and obligations of the Partnership and Shenandoah
                  Long Distance Company with respect to the provision of such
                  services to the Partnership (except as may be set forth in the
                  Transition Services Agreement) to be terminated prior to
                  Closing by written agreement executed by the Partnership and
                  Shenandoah Long Distance Company in form and substance
                  reasonably


                                       55
<PAGE>

                  satisfactory to Buyer. A copy of such written agreement shall
                  be delivered to Buyer prior to Closing.

            (e)   Seller shall cause its affiliate, Shenandoah Telephone
                  Company, and the Partnership to execute a written agreement
                  prior to the Closing, in form and substance reasonably
                  satisfactory to Buyer, providing that Shenandoah Telephone
                  Company will not be obligated to provide services to the
                  Partnership after the Closing under the Affiliate Agreement
                  listed as item E7 on Schedule 2.1.5(a), and that the
                  Partnership will not be obligated to compensate Shenandoah
                  Telephone Company for any services performed after the Closing
                  under the Affiliate Agreement. A copy of such written
                  agreement shall be delivered to Buyer prior to Closing.
                  Following the Closing, Seller shall cause Shenandoah Telephone
                  Company to make application to the Virginia State Corporation
                  Commission to remove the Partnership as a party to the
                  Affiliate Agreement.

            3.6.3 Contour Extension Agreements. For all contours for which
                  contour extension agreements are required to be obtained by
                  the Partnership pursuant to 47 C.F.R Section 22.912, Seller
                  shall provide to Buyer copies of all such contour extension
                  agreements (or amendments necessary to conform the contour
                  extension agreement to areas actually covered by the
                  Partnership where the current extension is not within the
                  extension authorized under the terms of the extension
                  agreement). For contour extensions of the Partnership for
                  which de minimis extensions were specifically authorized by
                  the FCC, Seller shall provide copies of the FCC applications
                  for such cell sites wherein the de minimis extension was
                  granted, in lieu of providing extension agreements. For other
                  cell sites of the Partnership which were authorized prior to
                  the adoption of the extension agreement requirements of 47
                  C.F.R Section 22.912 and for which contour extensions resulted
                  solely from the change in the FCC definition of a cell site
                  service area boundary from 39 dBu to 32 dBu, Seller shall
                  provide Buyer with documentation that the original 39 dBu
                  service contour did not extend beyond the market boundary, in
                  lieu of providing extension agreements.

            3.6.4 Recording of Memoranda of Leases. With respect to each lease
                  between Seller or an affiliate of Seller and a third party
                  that is identified in Schedule 2.1.9(c) and that relates to
                  any Leased Property, and with respect to the lease between
                  Seller's sublessor and the prime lessor relating to the Bear
                  Garden site (collectively, the "Leases Requiring MOL's"),
                  Seller shall use commercially reasonable efforts to obtain, as
                  soon as practicable after the date hereof, a Memorandum of
                  Lease in customary form, executed by Seller and the relevant
                  landlord (or, in the case of the Bear Garden lease referred to
                  above, executed by Seller's sublessor and the prime lessor).
                  Promptly after Seller obtains any such Memorandum of Lease,
                  Seller shall record such Memorandum of Lease with the
                  appropriate recording office and shall furnish a copy of the
                  recorded document bearing evidence that it has been recorded,
                  or other reasonable evidence of such recording, to Buyer.


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                                   ARTICLE IV

                         CONDITIONS PRECEDENT TO CLOSING

            4.1   Conditions Precedent to Obligations of Buyer. All obligations
                  of Buyer under this Agreement are subject to the fulfillment
                  or satisfaction, prior to or at the Closing, of each of the
                  following conditions precedent, which may be waived in writing
                  in whole or in part by Buyer:

            4.1.1 Representations and Warranties True as of the Closing. All of
                  the representations and warranties of Seller and Parent
                  contained in this Agreement or in any Transaction Document
                  (considered without regard to materiality qualifiers contained
                  in such representations and warranties) shall have been
                  accurate in all respects as of the date of this Agreement and
                  shall be accurate in all respects on the Closing Date as if
                  made on the Closing Date (except where such representation or
                  warranty speaks as of a specific date or as otherwise waived
                  in writing by Buyer), without giving effect to any updated
                  information disclosed by Seller or Parent to Buyer pursuant to
                  Section 3.1.9, except that inaccuracies in such
                  representations and warranties shall be disregarded for
                  purposes of this Section 4.1.1 if the aggregate effect of such
                  inaccuracies does not constitute, and could not reasonably be
                  expected to constitute, a Seller Material Adverse Effect. For
                  purposes of this Agreement, "Seller Material Adverse Effect"
                  means a material adverse effect on the business, assets,
                  Liabilities, properties, conditions (financial or otherwise)
                  or results of operations of the Business or the Partnership,
                  taken as a whole, provided, however, that any adverse effect
                  arising out of any of the following shall not constitute a
                  Seller Material Adverse Effect: (i) changes in general
                  economic conditions or changes affecting the wireless
                  telecommunications industry generally, (ii) any effect caused
                  by either (A) a breach by Buyer (or an affiliate of Buyer) of
                  its obligations under the Switch Sharing Agreement, (B) the
                  failure by Buyer (or an affiliate of Buyer) to provide to the
                  Partnership the benefits of any modification to the
                  functionality of the Switch that Buyer (or an affiliate of
                  Buyer) makes for its own purposes, or (iii) any generally
                  applicable change in law, rule or regulation or GAAP.

            4.1.2 Compliance with this Agreement. Seller and Parent shall have
                  performed and complied with all covenants and agreements
                  required by this Agreement to be performed or complied with by
                  them prior to or at the Closing, other than the covenants
                  contained in Sections 3.1.1(h) and 3.1.1(i). Seller and Parent
                  shall have performed and complied with the covenants contained
                  in Sections 3.1.1(h) and 3.1.1(i), except where the failure to
                  so perform or comply would not have a Seller Material Adverse
                  Effect.

            4.1.3 Closing Certificates. Buyer shall have received a certificate
                  from Seller and Parent, dated the Closing Date, certifying in
                  such detail as Buyer may


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<PAGE>

                  reasonably request that the conditions specified in Sections
                  4.1.1 and 4.1.2 have been fulfilled, and a certificate of the
                  Secretaries of Seller and Parent, in form and substance
                  reasonably satisfactory to Buyer, with respect to Seller's and
                  Parent's organizational documents and authorizing resolutions
                  and the incumbency and signatures of the persons authorized to
                  execute Transaction Documents on their behalf.

            4.1.4 Opinions of Counsel for Seller and Parent. Seller and Parent
                  shall have caused Hogan & Hartson L.L.P. or other counsel
                  reasonably satisfactory to Buyer to deliver to Buyer the
                  written opinions set forth on Exhibit C hereto, which opinions
                  shall be dated the Closing Date and shall contain only such
                  changes as shall be in form and substance satisfactory to
                  Buyer.

            4.1.5 No Threatened or Pending Litigation. On the Closing Date, no
                  suit, action or other proceeding, or injunction or final
                  judgment relating thereto, shall be threatened or be pending
                  before any court or governmental or regulatory official, body
                  or authority in which it is sought to restrain or prohibit the
                  consummation of the transactions contemplated hereby or to
                  obtain damages or other relief in connection with this
                  Agreement or the consummation of the transactions contemplated
                  hereby, or which could reasonably be expected to have a Seller
                  Material Adverse Effect and no investigation that might result
                  in any such suit, action or proceeding shall be pending or
                  threatened.

            4.1.6 Material Adverse Effect. No event or events shall have
                  occurred which alone or in the aggregate shall have had or
                  shall be reasonably likely to have a Seller Material Adverse
                  Effect.

            4.1.7 Regulatory Approvals. All consents, approvals and waivers from
                  and notifications to governmental or regulatory bodies
                  necessary in connection with the consummation of the
                  transactions contemplated hereby shall have been obtained or
                  made including all consents, approvals and actions by the FCC
                  and the SCC (if any), and they shall have been obtained or
                  made pursuant to a Final Order, free of any conditions adverse
                  to Buyer, the Partnership or the Business (other than
                  conditions set forth in, or imposed pursuant to, Section 47 of
                  the Code of Federal Regulations). "Final Order" means an
                  action or decision as to which (a) no request for a stay is
                  pending, no stay is in effect, and any deadline for filing
                  such request that may be designated by statute or regulation
                  has passed, (b) no petition for rehearing or reconsideration
                  or application for review is pending and the time for the
                  filing of any such petition or application has passed, (c) the
                  relevant governmental or regulatory body does not have the
                  action or decision under reconsideration on its own motion and
                  the time within which it may effect such reconsideration has
                  passed, and (d) no appeal is pending or in effect and any
                  deadline for filing any such appeal that may be designated by
                  statute or rule has passed.


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<PAGE>

            4.1.8 Required Consents. Seller shall have received (or given, in
                  the case of notifications or deliveries constituting Required
                  Consents) all Required Consents and shall have delivered to
                  Buyer copies or other evidence thereof. In addition, Buyer
                  shall have received (or given, in the case of notifications or
                  deliveries constituting Buyer Required Consents) all Buyer
                  Required Consents. Seller shall have received the consent of
                  Alltel to the transactions contemplated hereby, including the
                  continuation of the business of the Partnership with Buyer (or
                  its assignee) as the General Partner of the Partnership. In
                  the event that Buyer elects to waive Seller's requirement to
                  obtain any particular Required Consent (or the consent of
                  Alltel) in order to proceed to Closing, such waiver shall
                  constitute a waiver of any remedies of Buyer, a release of
                  Seller and Parent from any indemnification obligations, and an
                  agreement by Buyer to reimburse, indemnify and hold harmless
                  any Indemnified Seller Party against and in respect of any and
                  all Losses incurred or suffered by any Indemnified Seller
                  Party with respect to the failure to obtain such Required
                  Consent (or consent of Alltel) prior to Closing.

            4.1.9 Master Site Agreement. Seller and the Partnership shall have
                  executed and delivered (a) a Master Site Agreement in the form
                  set forth on Exhibit D hereto, containing only such changes as
                  shall be in form and substance satisfactory to Buyer and
                  Seller (the "Master Site Agreement"), (b) a Lease Supplement
                  with respect to each site covered by the Master Site Agreement
                  (as identified in Schedule 2.1.9(c)), in the form set forth on
                  Exhibit A to the form of Master Site Agreement, containing
                  only such changes as shall be in form and substance reasonably
                  satisfactory to Buyer and Seller (the "Lease Supplements"),
                  and (c) a Memorandum of Lease Supplement with respect to each
                  such site, in form and substance reasonably satisfactory to
                  Buyer and Seller.

           4.1.10 Transition Services Agreement. If Buyer requests Seller to
                  provide any additional or modified transition service that
                  Buyer is entitled to request Seller to provide pursuant to
                  Section 1.3 of the Transition Services Agreement dated the
                  date hereof among Buyer, Seller and Parent (the "Transition
                  Services Agreement"), Seller shall have furnished the
                  information required by such Section with respect thereto and
                  shall not have expressed an intention not to comply with its
                  obligations under such Section with respect thereto following
                  the Closing.

           4.1.11 ROFR. One of the following shall have occurred: (i) Alltel
                  shall have waived in writing its right to exercise its ROFR,
                  (ii) Alltel shall have notified Seller in writing that it has
                  elected not to exercise its ROFR (or that it is withdrawing a
                  previous exercise of its ROFR and is electing instead not to
                  exercise its ROFR), (iii) Alltel shall have failed to exercise
                  its ROFR within 40 days after its receipt of the ROFR Notice
                  from Seller, or (iv) all of the following shall have occurred:
                  (A) Alltel shall have validly exercised its ROFR, (B) Alltel
                  and Buyer shall have executed the GP Designation Agreement and
                  delivered it to the Partnership, (C) Alltel and Seller shall
                  have


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<PAGE>

                  entered into a partnership interest purchase agreement, on
                  substantially the same terms as this Agreement, with respect
                  to Alltel's purchase of a 17% interest in the Partnership from
                  Seller (the "Alltel Purchase Agreement"), and (D) the closing
                  of the transaction contemplated by the Alltel Purchase
                  Agreement shall have taken place contemporaneously with the
                  Closing.

           4.1.12 Restructuring of Certain Leases. The results that Seller is
                  obligated to use its commercially reasonable efforts to
                  achieve pursuant to Section 3.6.1 shall have been achieved,
                  and copies of all related documents shall have been delivered
                  to Buyer.

           4.1.13 Recording of Memoranda of Leases. Seller shall have obtained,
                  recorded and furnished to Buyer Memoranda of Leases in
                  accordance with the provisions of Section 3.6.4 with respect
                  to at least nine of the Leases Requiring MOL's.

            4.2   Conditions Precedent to the Obligations of Seller. All
                  obligations of Seller under this Agreement are subject to the
                  fulfillment or satisfaction, prior to or at the Closing, of
                  each of the following conditions precedent, which may be
                  waived in writing in whole or in part by Seller:

            4.2.1 Representations and Warranties True as of the Closing Date.
                  All of the representations and warranties of Buyer contained
                  in this Agreement or in any Transaction Document shall have
                  been accurate in all respects as of the date of this Agreement
                  and on the Closing Date as if made on the Closing Date (except
                  where such representation or warranty speaks as of a specific
                  date or as otherwise waived in writing by Seller), without
                  giving effect to any updated information disclosed by Buyer to
                  Seller pursuant to Section 3.2.3, except that inaccuracies in
                  such representations and warranties shall be disregarded for
                  purposes of this Section 4.2.1 if the aggregate effect of such
                  inaccuracies would not result in a material adverse effect on
                  the ability of Buyer to complete the transactions contemplated
                  by this Agreement ("Buyer Material Adverse Effect").

            4.2.2 Compliance with this Agreement. Buyer shall have performed and
                  complied with all covenants and agreements required by this
                  Agreement to be performed or complied with by it prior to or
                  at the Closing.

            4.2.3 Closing Certificate. Seller shall have received a certificate
                  from Buyer dated the Closing Date certifying in such detail as
                  Seller may reasonably request that the conditions specified in
                  Sections 4.2.1 and 4.2.2 have been fulfilled, and a
                  certificate of an officer of Buyer, in form and substance
                  reasonably satisfactory to Seller, with respect to Buyer's
                  authorizing resolutions and the incumbency and signatures of
                  the persons authorized to execute Transaction Documents on
                  Buyer's behalf.


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<PAGE>

            4.2.4 No Threatened or Pending Litigation. On the Closing Date, no
                  suit, action or other proceeding, or injunction or final
                  judgment relating thereto, shall be threatened or be pending
                  before any court or governmental or regulatory official, body
                  or authority in which it is sought to restrain or prohibit the
                  consummation of the transactions contemplated hereby or to
                  obtain damages or other relief in connection with this
                  Agreement or the consummation of the transactions contemplated
                  hereby, and no investigation that might result in any such
                  suit, action or proceeding shall be pending or threatened.

            4.2.5 Regulatory Approvals. All consents, approvals and waivers from
                  and notifications to governmental or regulatory bodies
                  necessary to permit the consummation of the transactions
                  contemplated hereby shall have been obtained or made including
                  all consents, approvals and actions by the FCC and the SCC (if
                  any), and they shall have been obtained or made pursuant to a
                  Final Order, free of any conditions adverse to Seller.

            4.2.6 Master Site Agreement. Buyer shall have executed and delivered
                  to Seller the Master Site Agreement, containing only such
                  changes as shall be in form and substance satisfactory to
                  Seller and Buyer.

            4.2.7 ROFR. One of the following shall have occurred: (i) Alltel
                  shall have waived in writing its right to exercise its ROFR,
                  (ii) Alltel shall have notified Seller in writing that it has
                  elected not to exercise its ROFR (or that it is withdrawing a
                  previous exercise of its ROFR and is electing instead not to
                  exercise its ROFR), (iii) Alltel shall have failed to exercise
                  its ROFR within 40 days after its receipt of the ROFR Notice
                  from Seller, or (iv) all of the following shall have occurred:
                  (A) Alltel shall have validly exercised its ROFR, (B) Alltel
                  and Buyer shall have executed the GP Designation Agreement and
                  delivered it to the Partnership, (C) Alltel and Seller shall
                  have entered into the Alltel Purchase Agreement, and (D) the
                  closing of the transaction contemplated by the Alltel Purchase
                  Agreement shall have taken place contemporaneously with the
                  Closing.

                                   ARTICLE V

                                 INDEMNIFICATION

            5.1   General Indemnification Obligation of Seller and Parent. From
                  and after the Closing, subject to the terms of Section 2.3 and
                  this Article V, Seller and Parent, jointly and severally (each
                  an "Indemnifying Seller Party" and collectively, the
                  "Indemnifying Seller Parties"), will reimburse, indemnify and
                  hold harmless Buyer, its partners and affiliates (including
                  the Partnership), and its and their respective directors,
                  officers, agents, employees, successors and assigns (each, an
                  "Indemnified Buyer Party") against and in respect of any and
                  all damages, losses, deficiencies, liabilities, assessments,
                  fines,


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<PAGE>

                  judgments, costs and other expenses (including reasonable
                  legal fees and expenses) (collectively, "Losses") incurred or
                  suffered by any Indemnified Buyer Party that result from,
                  relate to or arise out of:

            (a)   any misrepresentation, breach of warranty or nonfulfillment of
                  any agreement or covenant on the part of Seller or Parent
                  under this Agreement or any Transaction Document; any and all
                  claims made by third parties that arise out of, are based upon
                  or allege any such misrepresentation, breach or nonfulfillment
                  or that are inconsistent with the accuracy of any such
                  representation or warranty or the fulfillment of any such
                  agreement or covenant, and any and all investigations, audits
                  or proceedings by third parties for the purpose of determining
                  whether to make such a claim;

            (b)   subject to the provisions of Section 1.4(h), any event that
                  occurred prior to the Closing or any action or inaction prior
                  to the Closing of the Partnership, Seller or Parent, or any of
                  their respective partners, directors, officers, employees,
                  agents, affiliates, representatives or subcontractors; and any
                  and all actions, suits, claims, proceedings or investigations
                  brought by a third party against any Indemnified Buyer Party
                  that arise out of, result from, are based upon or allege any
                  such event, action or inaction; provided, however, that Seller
                  and Parent shall not reimburse, indemnify and hold harmless
                  any Indemnified Buyer Party under this subparagraph for any
                  Losses that result from, relate to or arise out of (i)
                  Hazardous Materials, Environmental Laws or environmental
                  conditions; or (ii) changes in general economic conditions or
                  changes affecting the wireless telecommunications industry
                  generally, including any industry wide suit, action or
                  proceeding related to the Business whether or not such event,
                  action or inaction occurred prior to the Closing;

            (c)   any and all Tax assessments relating to the periods or
                  portions thereof ending on or prior to the Closing Date
                  against any Indemnified Buyer Party or the Partnership's
                  assets that relate to the Partnership or arise out of the
                  Business prior to Closing or as a result of the transactions
                  contemplated hereby (including, but not limited to, amounts
                  payable under Section 6.3 hereof); or

            (d)   claims, demands, proceedings or investigations initiated by
                  unrelated third parties with respect to Discharges or
                  potential Discharges of Hazardous Materials, which Discharges
                  or potential Discharges are listed on Schedule 2.1.8(d) or
                  2.1.8(l), but only to the extent such Losses arise from
                  environmental conditions (i) existing at sites identified on
                  those schedules as sites 4 and 17 as of the Closing; or (ii)
                  existing at sites 3, 16 and 18 on or after the Closing.

            5.2   General Indemnification Obligations of Buyer. From and after
                  the Closing, Buyer will reimburse, indemnify and hold harmless
                  Seller, Parent and their respective directors, officers,
                  agents, employees, successors and assigns (each, an
                  "Indemnified Seller Party") against and in respect of any and
                  all Losses


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<PAGE>

                  incurred or suffered by any Indemnified Seller Party that
                  result from, relate to or arise out of:

            (a)   any misrepresentation, breach of warranty or nonfulfillment of
                  any agreement or covenant on the part of Buyer under this
                  Agreement or any Transaction Document; and any and all claims
                  made by third parties that arise out of, are based upon or
                  allege any such misrepresentation, breach or nonfulfillment or
                  that are inconsistent with the accuracy of any such
                  representation or warranty or the fulfillment of any such
                  agreement or covenant, and any and all investigations, audits
                  or proceedings by third parties for the purpose of determining
                  whether to make such a claim;

            (b)   any event that occurred after the Closing or any action or
                  inaction after the Closing of the Partnership, Buyer or any of
                  their respective partners, directors, officers, employees,
                  agents, representatives or subcontractors; and any and all
                  actions, suits, claims, proceedings or investigations brought
                  by a third party against any Indemnified Seller Party that
                  arise out of, result from, are based upon or allege any such
                  event, action or inaction;

            (c)   as set forth in Section 4.1.8, the failure to obtain any
                  particular Required Consent (or consent of Alltel) prior to
                  Closing, in the event that Buyer elects to waive Seller's
                  requirement to obtain such Required Consent (or the consent of
                  Alltel) in order to proceed to Closing; or

            (d)   allegations related to actions or inactions of the Business
                  prior to the Closing pursuant to any wireless
                  telecommunications industry-wide suit, action or proceeding or
                  series of suits, actions or proceedings related to the
                  Business and other wireless telecommunications businesses,
                  including Buyer's business in a substantial number of markets
                  other than the Market, in which Seller or Parent is named as a
                  defendant and Buyer (or an affiliate of Buyer) is named as a
                  defendant in the same action, was named as a defendant in a
                  previous action by the same plaintiff or settled with the
                  plaintiff before the filing of the action against Seller or
                  Parent, in any such case with respect to Buyer's business in a
                  substantial number of markets other than the Market.

            5.3   Indemnification Procedures.

            (a)   In the event that any claim or demand for which a party from
                  whom indemnification is sought (a "Defending Party") would be
                  liable to a party claiming indemnification under this Article
                  V (the "Asserting Party") is asserted against or sought to be
                  collected from an Asserting Party by a third party, the
                  Asserting Party shall give notice of such claim or demand
                  promptly to the Defending Party, which notice(s) shall specify
                  the nature of such claim or demand and the amount or the
                  estimated amount thereof to the extent then feasible (which
                  estimate shall not be conclusive of the final amount of such
                  claim and demand) (the "Claim Notice"). The Defending Party
                  shall have ten business days from the mailing of the Claim
                  Notice in accordance with


                                       63
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                  Section 6.9 (the "Notice Period") to notify the Asserting
                  Party, (A) whether or not any of the Defending Parties
                  disputes its liability to the Asserting Party hereunder with
                  respect to such claim or demand and (B) if none of the
                  Defending Parties disputes its liability, whether or not any
                  of the Defending Parties desires, at its sole cost and
                  expense, to defend the Asserting Party against such claim or
                  demand.

            (b)   If any of the Defending Parties disputes its liability to the
                  Asserting Party hereunder with respect to such claim or demand
                  or the amount thereof, such dispute shall be resolved by a
                  civil action in a court of appropriate jurisdiction which may
                  be commenced by either party. During the Notice Period, no
                  such claim or demand may be settled by the Asserting Party.
                  Following the Notice Period and pending the resolution of any
                  dispute by a Defending Party of its liability with respect to
                  any claim or demand, such claim or demand may be settled by
                  the Asserting Party only with the prior written consent of the
                  Defending Party, which consent shall not be unreasonably
                  withheld; provided, however, that no such consent shall be
                  required if the settlement does not result in any Losses or if
                  it results only in Losses that the Asserting Party elects not
                  to seek to collect from such Defending Party.

            (c)   Subject to Section 3.5.4, if the Defending Party notifies the
                  Asserting Party within the Notice Period that it does not
                  dispute its liability to the Asserting Party hereunder and
                  that such Defending Party desires to defend the Asserting
                  Party against such claim or demand (including any Tax audit)
                  then, except as hereinafter provided, such Defending Party
                  shall have the right, together with the other Defending
                  Parties who have notified the Asserting Party that they desire
                  to defend the Asserting Party, to defend the Asserting Party
                  by appropriate proceedings, which proceedings shall be
                  promptly settled or prosecuted by it to a final conclusion;
                  provided, however, no Defending Party shall, without the prior
                  written consent of the Asserting Party, consent to the entry
                  of any judgment against the Asserting Party or enter into any
                  settlement or compromise which (i) does not include, as an
                  unconditional term thereof, the giving by the claimant or
                  plaintiff to the Asserting Party of a release, in form and
                  substance reasonably satisfactory to the Asserting Party from
                  all liability in respect of such claim or litigation or (ii)
                  includes terms and conditions which, in the reasonable
                  judgment of the Asserting Party, impose any burden, restraint,
                  cost, liability, duty or other obligation on, or otherwise
                  adversely affect, or have the potential to adversely affect,
                  the Asserting Party. If the Asserting Party desires to
                  participate in, but not control, any such defense or
                  settlement, it may do so at its sole cost and expense. If, in
                  the reasonable opinion of the Asserting Party, any such claim
                  or demand or the litigation or resolution of any such claim or
                  demand involves an issue or matter which could have a material
                  adverse effect on the business, operations, assets, properties
                  or prospects of the Partnership or the Asserting Party,
                  including the administration of the tax returns and
                  responsibilities under the tax laws of any Asserting Party,
                  then the Asserting Party shall have the right to control the
                  defense or settlement of any such claim or demand, and its


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<PAGE>

                  reasonable costs and expenses (including reasonable attorneys'
                  fees and expenses) shall be included as part of the
                  indemnification obligations of the Defending Parties
                  hereunder; provided, however, that, except as permitted by
                  Section 3.5.4, the Asserting Party shall not settle any such
                  claim or demand without the prior written consent of the
                  appropriate Defending Party, which consent shall not be
                  unreasonably withheld. If the Asserting Party should elect to
                  exercise such right, the Defending Parties shall have the
                  right to participate in, but not control, the defense or
                  settlement of such claim or demand at their sole cost and
                  expense.

            (d)   If any Defending Party does not dispute its liability to the
                  Asserting Party hereunder and elects not to defend the
                  Asserting Party against such claim or demand, whether by not
                  giving the Asserting Party timely notice as provided above or
                  otherwise, then the amount of any such claim or demand, or if
                  the same be defended by the Asserting Party (but no Asserting
                  Party shall have any obligation to defend any such claim or
                  demand), then that portion thereof as to which such defense is
                  unsuccessful, and the Asserting Party's reasonable costs and
                  expenses in conducting such defense (including reasonable
                  attorneys' fees and expenses) in each case shall be
                  conclusively deemed to be a liability of the Defending
                  Parties.

            (e)   In the event an Asserting Party should have a claim against a
                  Defending Party hereunder that does not involve a claim or
                  demand being asserted against or sought to be collected from
                  it by a third party, the Asserting Party shall promptly send a
                  Claim Notice with respect to such claim to Seller. If any
                  Defending Party disputes its liability with respect to such
                  claim or demand, such dispute shall be resolved by a civil
                  action in a court of appropriate jurisdiction which may be
                  commenced by either party; and if any Defending Party does not
                  notify the Asserting Party within the Notice Period that it
                  disputes such claim, the amount of such claim shall be
                  conclusively deemed a liability of the Defending Parties
                  hereunder. The failure of any indemnified party to give an
                  indemnifying party a Claim Notice shall not relieve the
                  indemnifying party from any liability in respect of such
                  claim, demand or action which it may have to such indemnified
                  party on account of the indemnity agreement of such
                  indemnifying party contained in this Article V, except to the
                  extent such indemnifying party can establish actual prejudice
                  and direct damages as a result thereof.

            (f)   Nothing contained herein shall be deemed to prevent any
                  Asserting Party from making a claim hereunder for potential or
                  contingent claims or demands provided the Claim Notice sets
                  forth the specific basis for any such potential or contingent
                  claim or demand and the estimated amount thereof to the extent
                  then feasible and the Asserting Party has reasonable grounds
                  to believe that such a claim or demand will be made. Each
                  Claim Notice relating to a breach of any representation or
                  warranty contained in Article II hereof must be given prior to
                  the expiration date of the applicable survival period for such
                  representation or warranty, as set forth in Section 2.3
                  hereof. In the case of


                                       65
<PAGE>

                  any Claim Notice submitted within the applicable time period
                  in accordance with the requirements of Section 2.3, the right
                  of the party submitting the claim that is the subject of such
                  Claim Notice to recover from the other party with respect to
                  such claim shall not be dependent on the claim being resolved
                  or the losses being incurred within such time period.

            5.4   Payment.

            (a)   Upon a determination of liability under this Article V, the
                  appropriate party shall pay the indemnified party the amount
                  so determined within 10 business days after the date of such
                  determination. If there should be a dispute as to the amount
                  or manner of determination of any indemnity obligation owed
                  under this Agreement the party from which indemnification is
                  due shall nevertheless pay when due such portion, if any, of
                  the obligation as shall not be subject to dispute. The
                  difference, if any, between the amount of the obligation
                  ultimately determined as properly payable under this Agreement
                  and the portion, if any, theretofore paid shall bear interest
                  as provided below in Section 5.4(c). Upon the payment in full
                  of any claim, the party or entity making payment shall be
                  subrogated to the rights of the indemnified party against any
                  Person, firm, corporation or other entity with respect to the
                  subject matter of such claim.

            (b)   Any items as to which any Indemnified Buyer Party is entitled
                  to payment under this Agreement shall first be paid to the
                  Indemnified Buyer Party pursuant to the terms of the Escrow
                  Agreement, to the extent that the then outstanding amount of
                  the escrow funds is sufficient to pay such items. If the then
                  outstanding amount of the escrow funds is insufficient to pay
                  any such item in full (including if the escrow funds have been
                  released), the payment of such item as to which the
                  Indemnified Buyer Party is entitled to payment under this
                  Agreement and which is not able to be paid from the escrow
                  funds shall be the joint and several obligation of the
                  Indemnifying Seller Parties and the Indemnifying Seller
                  Parties shall make full payment of any and all such items to
                  the Indemnified Buyer Party within 10 business days after the
                  date of determination of liability.

            (c)   If all or part of any indemnification obligation under this
                  Agreement is not paid when due, then the indemnifying party
                  shall pay the indemnified party interest on the unpaid amount
                  of the obligation for each day from the date the amount became
                  due until payment in full, payable on demand, at the
                  fluctuating rate per annum which at all times shall be three
                  percentage points in excess of the "Prime Rate" published from
                  time to time in the "Money Rates" table of the Eastern Edition
                  of The Wall Street Journal.

            5.5   Other Rights and Remedies. The indemnification rights of the
                  parties under this Article V are independent of and in
                  addition to any equitable rights or remedies, including
                  specific performance and right to rescission because of the
                  other parties' misrepresentation fundamentally affecting the
                  character of


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<PAGE>

                  the Business or the assets of the Partnership or fraud, and
                  any rights or remedies because of the other party's fraudulent
                  action, none of which rights or remedies shall be affected or
                  diminished hereby. Except for the foregoing, from and after
                  the Closing, the indemnifications set forth in this Article V
                  shall be the sole and exclusive remedies available to any
                  Indemnified Buyer Party or Indemnified Seller Party for any
                  claims arising out of or related to the transactions
                  contemplated by this Agreement, including any claims for
                  breaches of representations, warranties, covenants or
                  agreements contained in this Agreement, or any certificate
                  delivered pursuant to this Agreement or otherwise in
                  connection with this Agreement. Except in the case of fraud,
                  and except for its rights to indemnification under this
                  Agreement, Buyer releases Seller, Parent and their respective
                  affiliates from any liability to Buyer under Environmental
                  Laws in connection with the Business and the Business
                  Property.

            5.6   Threshold and Cap.

            (a)   Notwithstanding anything to the contrary in this Agreement, an
                  Indemnifying Seller Party shall not be liable to or be
                  obligated to reimburse, indemnify and hold harmless any of the
                  Indemnified Buyer Parties until the aggregate amount of all
                  Losses actually incurred or actually recognized by the
                  Indemnified Buyer Parties and for which any Indemnified Buyer
                  Party is entitled to receive reimbursement or be indemnified
                  or held harmless under this Agreement ("Indemnified Buyer
                  Losses") exceeds $250,000 (the "Threshold Amount"), and then
                  the Indemnifying Seller Parties shall be liable to and be
                  obligated to reimburse, indemnify and hold the Indemnified
                  Buyer Parties harmless hereunder for all amounts including the
                  Threshold Amount; provided that the Threshold Amount shall not
                  apply to (i) any intentional or willful misrepresentations by
                  Seller or Parent, any intentional or willful breaches of
                  Section 3.1.1(h) or Section 3.1.1(i) by Seller or Parent or
                  any breaches of any other covenants or agreements by Seller or
                  Parent, (ii) indemnification pursuant to Section 5.1(a) with
                  respect to any breach of Section 2.1.1 [authority], 2.1.2
                  [capitalization], 2.1.7 [taxes], 2.1.9(a) or (b) [title],
                  2.1.18 [ERISA], 2.1.19 [related party transactions] or 2.1.22
                  [options to acquire assets], or (iii) indemnification pursuant
                  to Section 5.1(c) or Section 5.1(d) (in all cases under this
                  subsection (iii), whether or not such indemnification would
                  also be available under Section 5.1(a) or Section 5.1.(b)).
                  Solely for purposes of determining whether the Threshold
                  Amount has been exceeded hereunder, calculations of
                  Indemnified Buyer Losses shall be made without regard to
                  materiality qualifiers contained in the applicable
                  representations and warranties in this Agreement.
                  Notwithstanding any other provision of this Agreement to the
                  contrary, Buyer acknowledges and agrees that the maximum
                  aggregate liability of Indemnifying Seller Parties pursuant to
                  this Article V to Indemnified Buyer Parties shall not exceed
                  $25 million, provided however, that from and after the first
                  anniversary of the Closing Date, such amount shall be reduced
                  to the lesser of (i) $25 million, or (ii) the sum of $15
                  million, plus the amount of any claims paid by the
                  Indemnifying


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<PAGE>

                  Seller Parties prior to the first anniversary of the Closing
                  Date and the amount of any then pending claims submitted in
                  good faith for which the Indemnifying Seller Parties are
                  ultimately responsible (the "Indemnification Cap"), and
                  provided further, that the Indemnification Cap shall not apply
                  to any intentional or willful misrepresentations by Seller or
                  Parent, any misrepresentations under Section 2.1.2(b) or
                  Section 2.1.9(a) by Seller or Parent, any intentional or
                  willful breaches of Section 3.1.1(h) or Section 3.1.1(i) by
                  Seller or Parent or any breaches of any other covenants or
                  agreements by Seller or Parent.

            (b)   Notwithstanding anything to the contrary in this Article V,
                  Buyer shall not be liable to or be obligated to reimburse,
                  indemnify and hold harmless any of the Indemnified Seller
                  Parties until the aggregate amount of Losses actually incurred
                  or actually recognized by the Indemnified Seller Parties and
                  for which any Indemnified Seller Party is entitled to receive
                  reimbursement or be indemnified or held harmless under this
                  Agreement ("Indemnified Seller Losses") exceeds the Threshold
                  Amount, and then Buyer shall be liable to and be obligated to
                  reimburse, indemnify and hold the Indemnified Seller Parties
                  harmless hereunder for all amounts including the Threshold
                  Amount; provided that this Section 5.6(b) shall not apply to
                  (i) any intentional or willful misrepresentations or any
                  breaches of covenants or agreements by Buyer or (ii)
                  indemnification pursuant to Section 5.2(c). Solely for
                  purposes of determining whether the Threshold Amount has been
                  exceeded hereunder, calculations of Indemnified Seller Losses
                  shall be made without regard to materiality qualifiers
                  contained in the applicable representations and warranties in
                  this Agreement.

            (c)   Notwithstanding any other provision of this Agreement to the
                  contrary, Losses shall include a party's indirect,
                  consequential or incidental damages or other special damages
                  or lost profits, regardless of the theory of recovery, but
                  shall not include exemplary or punitive damages (except to the
                  extent payable to a third party). Notwithstanding any other
                  provision of this Agreement to the contrary, in the event that
                  the Partnership seeks to be indemnified pursuant to this
                  Agreement for any Loss, the aggregate liability of the
                  Indemnifying Seller Parties to the Partnership, subject to
                  subsection (a) above, shall be limited to 66% of the
                  indemnifiable Loss. The foregoing limitation shall not be
                  construed to prevent Buyer from seeking, and Buyer shall be
                  entitled to seek, indemnification from the Indemnifying Seller
                  Parties for its 66% share of the Partnership's Loss (in lieu
                  of the Partnership seeking indemnification for 100% of such
                  Loss), and the foregoing limitation shall not be applicable in
                  such case.

            (d)   Notwithstanding any other provision of this Agreement to the
                  contrary, Losses shall not include any costs or expenses
                  incurred by Buyer in performing a Remediation, unless Buyer
                  performs the Remediation in accordance with Section 5.7 of
                  this Agreement.


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<PAGE>

            5.7   Environmental Remediation. Seller shall have the right to
                  conduct and control the management of a Remediation that is
                  subject to indemnification pursuant to this Agreement, except
                  that Seller shall allow Buyer to perform a Remediation if (a)
                  Buyer receives an order from a governmental entity directing
                  it to do so, and (b) Buyer has submitted a Claim Notice to
                  Seller with respect to such order in accordance with Section
                  5.3 and Seller (i) has disputed its liability or otherwise
                  declined to perform the Remediation in accordance with Section
                  5.3, or (ii) agreed to perform the Remediation but failed to
                  diligently pursue the Remediation to completion within a
                  reasonable period of time after receiving written notice of
                  such failure from Buyer. In the event Buyer performs any
                  Remediation hereunder, Buyer shall employ cleanup standards no
                  more stringent than those allowed by the governmental entity
                  exercising jurisdiction over the Remediation. In the event
                  Seller or Buyer performs a Remediation hereunder, the
                  performing party shall keep the other party reasonably
                  apprised of the progress of its work. For purposes of this
                  Section, "reasonably apprised" shall mean providing the other
                  party with copies of all material correspondence to or from
                  any governmental authority with jurisdiction over the
                  Remediation, and such other relevant information as the other
                  party shall reasonably request. For purposes of this
                  Agreement, "Remediation" shall mean any investigation,
                  clean-up, removal action, remedial action, restoration,
                  repair, response action, corrective action, monitoring,
                  sampling and analysis, installation, reclamation, closure, or
                  post-closure in connection with the threatened or actual
                  Discharge of Hazardous Materials.

                                   ARTICLE VI

                                  MISCELLANEOUS

            6.1   Termination.

            (a)   Anything herein or elsewhere to the contrary notwithstanding,
                  this Agreement may be terminated at any time before the
                  Closing Date only as follows:

            (i)   by mutual written consent of Seller and Buyer or by either
                  party if Closing is prohibited by change in law;

            (ii)  by Seller, at any time if all of the representations and
                  warranties of Buyer contained herein or in any Transaction
                  Document (considered collectively), or if any such
                  representation and warranty (considered individually), in each
                  case without giving effect to any updated information
                  disclosed by Buyer to Seller pursuant to Section 3.2.3,
                  were/was incorrect in any material respect on the date hereof
                  or shall become incorrect in any material respect prior to
                  Closing, or if Buyer failed to comply in any material respect
                  with any of the covenants or obligations set forth herein, in
                  either case such that the conditions set forth in Section
                  4.2.1 or Section 4.2.2 would not be satisfied at that time,
                  provided


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<PAGE>

                  that Seller shall have promptly given Buyer written notice of
                  same and Buyer shall not have cured same within thirty (30)
                  days of receipt of said notice;

            (iii) by Buyer, at any time if (A) all of the representations and
                  warranties of Seller and Parent contained herein or in any
                  Transaction Document (considered collectively, without regard
                  to materiality qualifiers contained in such representations
                  and warranties), or if any such representation and warranty
                  (considered individually), other than any of the
                  representations and warranties (or portions thereof) which
                  contain materiality qualifiers, in each case without giving
                  effect to any updated information disclosed by Seller or
                  Parent to Buyer pursuant to Section 3.1.9, were/was incorrect
                  in any material respect on the date hereof or shall become
                  incorrect in any material respect prior to Closing, (B) if any
                  of the representations and warranties of Seller and Parent (or
                  portions thereof) which contain materiality qualifiers
                  (considered individually), in each case without giving effect
                  to any updated information disclosed by Seller or Parent to
                  Buyer pursuant to Section 3.1.9, were/was incorrect in any
                  respect on the date hereof or become/becomes incorrect in any
                  respect prior to Closing, or (C) Seller or Parent failed to
                  comply in any material respect with any of the covenants or
                  obligations set forth herein, in each case such that the
                  condition set forth in Section 4.1.1 or Section 4.1.2 would
                  not be satisfied at that time, provided that Buyer shall have
                  promptly given Seller and Parent written notice of the same
                  and Seller and Parent shall not have cured same within thirty
                  (30) days of receipt of said notice;

            (iv)  by either Buyer or Seller, if, through no fault of such
                  terminating party or its directors, officers, partners,
                  members, shareholders or affiliates, the Required Consent of
                  Alltel required pursuant to Section 13.1 of the Partnership
                  Agreement has not been obtained by the date 90 days following
                  the date the ROFR Notice was delivered in accordance with the
                  terms of the Partnership Agreement; or

            (v)   by either Buyer or Seller, if, through no fault of such
                  terminating party or its directors, officers, partners,
                  members, shareholders or affiliates, the Closing does not
                  occur by the date that is nine months after the date of this
                  Agreement, unless extended by the parties in writing.

            (b)   In the event of the termination of this Agreement pursuant to
                  the provisions of Section 6.1(a), this Agreement shall become
                  void and have no effect, without any liability on the part of
                  any of the parties or their shareholders, partners, directors,
                  trustees, beneficiaries or officers in respect of this
                  Agreement except as set forth below in this Section 6.1(b). If
                  the termination was pursuant to Sections 6.1(a)(ii) or
                  6.1.(a)(iii), the breaching party shall be liable to the other
                  party for all costs and expenses of such other party in
                  connection with the preparation, negotiation, execution and
                  performance of this Agreement, and, in addition to the
                  foregoing, such other party may pursue all other remedies
                  available to it at law or in equity.


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<PAGE>

            6.2   Expenses. Except as otherwise provided in this Agreement,
                  Seller and Parent, on the one hand, and Buyer, on the other
                  hand, shall each pay their own expenses incidental to the
                  preparation of this Agreement, the carrying out of the
                  provisions of this Agreement and the consummation of the
                  transactions contemplated hereby. Buyer and Seller shall each
                  be responsible for half of the filing fees associated with
                  making the application to the FCC for consent to the
                  transactions contemplated by this Agreement and Buyer and
                  Seller shall each be responsible for its own legal or other
                  fees, costs and expenses incurred in connection with such
                  application.

            6.3   Sales, Transfer and Documentary Taxes. All income, franchise,
                  franchise telephone tax, gross receipt, value added, transfer,
                  documentary, sales, use, stamp and registration Taxes
                  (including any penalties and interest) incurred in connection
                  with this Agreement shall be paid by Seller when due. Seller
                  will, at its own expense, file all necessary tax returns and
                  other documentation with respect to all such Taxes, and, if
                  required by applicable law, Buyer will, and will cause its
                  affiliates to, join in the execution of any such Tax returns
                  and other documentation. Seller shall submit to Buyer proof of
                  payment of said sales and transfer taxes within 90 days
                  following the Closing.

            6.4   Further Assurances. Seller and Parent from time to time after
                  the Closing, at Buyer's request, will execute, acknowledge and
                  deliver to Buyer such other instruments of conveyance and
                  transfer and will take such other actions and execute and
                  deliver such other documents, certifications and further
                  assurances as may reasonably be required in order to vest the
                  Partnership Interest more effectively in Buyer. Each of the
                  parties hereto will cooperate with the other and execute and
                  deliver to the other parties hereto such other instruments and
                  documents and take such other actions as may be reasonably
                  requested from time to time by any other party hereto as
                  necessary to carry out, evidence and confirm the intended
                  purposes of this Agreement.

            6.5   Confidentiality Undertaking by Seller and Parent. From and
                  after the consummation of the Closing, neither Seller nor
                  Parent shall take any action whatsoever which would result in
                  disclosure to any third party of Confidential Business
                  Information (as defined below), nor shall Seller or Parent use
                  or permit any Related Party to use any Confidential Business
                  Information to solicit customers or former customers of the
                  Business or otherwise for its own benefit; provided that
                  neither of such parties shall be required to maintain
                  confidential any information which: (a) is in the published
                  literature or known to the public prior to the date hereof or
                  becomes published in the literature or known to the public
                  after the date hereof through no fault of such parties; (b) is
                  obtained from a third party which has the right to disclose
                  such information; or (c) is required by law to be disclosed.
                  Notwithstanding anything herein to the contrary, Seller,
                  Parent or any Related Party shall be permitted (i) to make
                  general solicitations to the public, and (ii) to use Shentel
                  Information (as defined below) to solicit customers or
                  otherwise for its own benefit, even if, in


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<PAGE>

                  the case of clause (i) and (ii), solicitations are made to
                  current or former customers of the Business.

            For purposes of this Agreement, the term "Confidential Business
Information" means the customer list of the Business, or any part thereof or any
information contained therein, or any other confidential or proprietary
information of or about the Business, or any information provided to Seller
pursuant to Section 3.3.3.

            For purposes of this Agreement, the term "Shentel Information" means
any customer list of any business of Seller, Parent or any Related Party other
than the Business, or any part thereof or any information contained therein, or
any other information of or about any such business.

            6.6   Contents of Agreement; Parties in Interest. This Agreement,
                  including its Schedules and Exhibits, which are specifically
                  incorporated herein, together with the Transition Services
                  Agreement, the Master Site Agreement and the letter agreement
                  dated October 1, 1999 between Seller and GTE Wireless
                  Incorporated, a predecessor in interest of Buyer, which
                  contains provisions regarding confidentiality obligations and
                  related matters, set forth the entire understanding of the
                  parties hereto with respect to the transactions contemplated
                  hereby and supersede any and all previous agreements and
                  understandings, oral or written, between or among the parties
                  regarding the transactions contemplated hereby. This Agreement
                  shall not be amended or modified except by written instrument
                  duly executed by each of the parties hereto.

            6.7   Assignment and Binding Effect. This Agreement may not be
                  assigned in whole or in part by any party hereto without the
                  prior written consent of the other party, provided that upon
                  prior written notice to Seller and if such assignment would
                  not result in undue delays in obtaining the FCC consent
                  contemplated by Section 3.3.1(a), Buyer shall have the right
                  to assign its rights and/or obligations under this Agreement
                  in whole or in part to one or more of its wholly-owned
                  affiliates or to Alltel. No assignment shall relieve Buyer of
                  its responsibility for the performance of any obligation of
                  Buyer under this Agreement.

            6.8   Waiver. No waiver of any term or provision of this Agreement
                  shall be effective unless in writing, signed by the party
                  against whom enforcement of the same is sought. The grant of a
                  waiver in one instance does not constitute a continuing waiver
                  in all similar instances. No failure to exercise, and no delay
                  in exercising, by any party, any right, remedy, power or
                  privilege hereunder shall operate as a waiver thereof.

            6.9   Notices. Any notice, request, demand, waiver, consent,
                  approval or other communication which is required or permitted
                  hereunder shall be in writing and shall be deemed given only
                  if delivered personally or sent by registered or


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<PAGE>

                  certified mail or by Federal Express or other overnight mail
                  service, postage prepaid, or by fax, with written confirmation
                  to follow, as follows:

            If to Buyer, to:

                    Cellco Partnership
                    180 Washington Valley Road
                    Bedminster, NJ  07921
                    Attention: Joe Moravec
                    Facsimile: (908) 306-6442

            With a required copy to:

                    Cellco Partnership
                    180 Washington Valley Road
                    Bedminster, NJ  07921
                    Attention: Steven B. Jackman, Esq.
                    Facsimile: (908) 306-7350

            If to Seller, to:

                    Shenandoah Mobile Company
                    124 South Main Street
                    P.O. Box 459 Edinburg, Virginia 22824-0459
                    Attention: Christopher E. French, President
                    Facsimile: (540) 984-8192

            With a required copy to:

            If to Parent, to:

                    Shenandoah Telecommunications Company
                    124 South Main Street
                    P.O. Box 459 Edinburg, Virginia 22824-0459
                    Attention: Christopher E. French, President
                    Facsimile: (540) 984-8192

            With a required copy to:

                    Hogan & Hartson L.L.P.
                    8300 Greensboro Drive, Suite 1100
                    McLean, Virginia  22102
                    Attention: Thomas E. Repke, Esq.
                    Facsimile: (703) 610-6200


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<PAGE>

or to such other address or facsimile numbers as the addressee may have
specified in a notice duly given to the sender as provided herein. Such notice,
request, demand, waiver, consent, approval or other communication will be deemed
to have been given as of the date so delivered.

            6.10  Remedies. The parties acknowledge and agree that the
                  Partnership Interest is unique and that remedies at law,
                  including monetary damages, will be inadequate in the event of
                  a breach by Seller in the performance of its obligations under
                  this Agreement. Accordingly, the parties agree that in the
                  event of any such breach by Seller, Buyer shall be entitled to
                  a decree of specific performance pursuant to which the
                  breaching party is ordered to affirmatively carry out its
                  obligations under this Agreement. The foregoing shall not be
                  deemed to be or construed as a waiver or election of remedies
                  by Buyer, and Buyer expressly reserves any and all rights and
                  remedies available to it at law or in equity in the event of
                  any breach or default by Seller under this Agreement.

            6.11  Schedules and Exhibits. All Exhibits and Schedules referred to
                  herein are intended to be and hereby are specifically made a
                  part of this Agreement.

            6.12  Governing Law. This Agreement shall be governed by and
                  interpreted and enforced in accordance with the laws of the
                  State of New Jersey without reference to its choice of law
                  rules. In connection with any controversy arising out of or
                  related to this Agreement, Seller, Parent and Buyer hereby
                  irrevocably consent to the jurisdiction of the United States
                  District Court for the District of New Jersey, if a basis for
                  federal court jurisdiction is present, and, otherwise, in the
                  state courts of the State of New Jersey. Seller, Parent and
                  Buyer each irrevocably consents to service of process out of
                  the aforementioned courts and waives any objection which it
                  may now or hereafter have to the laying of venue of any action
                  or proceeding arising out of or in connection with this
                  Agreement brought in the aforementioned courts and hereby
                  further irrevocably waives and agrees not to plead or claim in
                  such courts that any such action or proceeding brought in such
                  courts has been brought in an inconvenient forum.

            6.13  No Benefit to Others. The representations, warranties,
                  covenants and agreements contained in this Agreement are for
                  the sole benefit of the parties hereto and, in the case of
                  Article V hereof, the other indemnified parties, and their
                  heirs, executors, administrators, legal representatives,
                  successors and assigns, and they shall not be construed as
                  conferring any rights on any other Persons.

            6.14  Headings, Gender, "Person," "including" and "Knowledge". All
                  section headings contained in this Agreement are for
                  convenience of reference only, do not form a part of this
                  Agreement and shall not affect in any way the meaning or
                  interpretation of this Agreement. Words used herein,
                  regardless of the number and gender specifically used, shall
                  be deemed and construed to include any other number, singular
                  or plural, and any other gender, masculine,


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<PAGE>

                  feminine, or neuter, as the context requires. Any reference to
                  a "Person" herein shall include an individual, firm,
                  corporation, partnership, limited liability company, trust,
                  governmental authority or body, association, unincorporated
                  organization or any other entity. Whenever used in this
                  Agreement, the word "including" and variations thereof shall
                  not be construed to imply any limitation and shall mean
                  "including but not limited to." "Knowledge" and "Know" and
                  variations thereof with respect to Seller shall include the
                  knowledge of the Partnership, Parent and Parent's other
                  affiliates in addition to the knowledge of Seller.

            6.15  Severability. Any provision of this Agreement that is invalid
                  or unenforceable in any jurisdiction shall be ineffective to
                  the extent of such invalidity or unenforceability without
                  invalidating or rendering unenforceable the remaining
                  provisions hereof, and such invalidity or unenforceability in
                  any jurisdiction shall not invalidate or render unenforceable
                  such provisions in any other jurisdiction. Moreover, the
                  parties agree that the invalid or unenforceable provision
                  shall be enforced to the maximum extent permitted by law in
                  accordance with the intention of the parties as expressed by
                  such provision.

            6.16  Counterparts. This Agreement may be executed in any number of
                  counterparts and any party hereto may execute any such
                  counterpart, each of which when executed and delivered shall
                  be deemed to be an original and all of which counterparts
                  taken together shall constitute but one and the same
                  instrument. This Agreement shall become binding when one or
                  more counterparts taken together shall have been executed and
                  delivered by all of the parties. It shall not be necessary in
                  making proof of this Agreement or any counterpart hereof to
                  produce or account for any of the other counterparts.

            6.17  Partnership Obligations. Whenever any provision of this
                  Agreement purports to impose any pre-Closing obligation on the
                  Partnership, such provision shall be construed to obligate
                  Seller and Parent to cause the Partnership to fulfill such
                  obligation. Whenever any provision of this Agreement purports
                  to impose any post-Closing obligation on the Partnership, such
                  provision shall be construed to obligate Buyer to cause the
                  Partnership to fulfill such obligation. For example, the
                  phrase "the Partnership shall," when used with respect to a
                  pre-Closing obligation, shall be construed to mean "Seller and
                  Parent shall cause the Partnership to."

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the date first written above.

                                        CELLCO PARTNERSHIP
                                        d/b/a VERIZON WIRELESS

                                        By: /s/ Dennis F. Strigl
                                           -------------------------------------
                                            Name: Dennis F. Strigl
                                            Title: President and CEO


                                        SHENANDOAH MOBILE COMPANY

                                        By: /s/ Christopher E. French
                                           -------------------------------------
                                            Name: Christopher E. French
                                            Title: President


                                        SHENANDOAH TELECOMMUNICATIONS COMPANY

                                        By: /s/ Christopher E. French
                                           -------------------------------------
                                            Name: Christopher E. French
                                            Title: President


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