**Exhibit 2.4**

 

# **STOCK PURCHASE AGREEMENT**

# ** **

**Dated as of**

 

**February 17, 2006**

 

**By and Among**

 

**SOUTHERN ILLINOIS CELLULAR CORP.**

 

**And**

 

**CROSSLINK WIRELESS, INC.,**

 

**EGYPTIAN COMMUNICATION SERVICES, INC.,**

 

**HAMILTON COUNTY COMMUNICATIONS, INC.,**

 

**HTC HOLDING CO.,**

 

**MJD SERVICES CORP.,**

 

**SHAWNEE COMMUNICATIONS, INC.,**

 

**AND WABASH INDEPENDENT NETWORKS, INC.**

 

**And**

 

**ALLTEL COMMUNICATIONS, INC.**

 

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**STOCK PURCHASE AGREEMENT**

 

This Stock Purchase Agreement (this “Agreement”)is made as of the 17th day of February, 2006 by and among AlltelCommunications, Inc., a Delaware corporation (“Buyer”), Southern IllinoisCellular Corp., an Illinois corporation (“SICC”) and Crosslink Wireless, Inc.,an Illinois corporation (“Crosslink”), Egyptian Communication Services, Inc.,an Illinois corporation (“Egyptian”), Hamilton County Communications, Inc.,an Illinois corporation (“Hamilton”), HTC Holding Co., an Illinois corporation(“HTC”), MJD Services Corp., a Delaware corporation (“MJD”), ShawneeCommunications, Inc., an Illinois corporation (“Shawnee”), and WabashIndependent Networks, Inc., an Illinois corporation (“Wabash”), (each a “Shareholder”and collectively the “Shareholders”). Buyer, SICC, and the Shareholders areeach referred to individually as a “party” and collectively as the “parties.”

 

**RECITALS:**

 

##### A.            SICC andits Subsidiaries, all of which are listed on Schedule 2.1 hereto(the Subsidiaries”), are engaged in the business of marketing, selling andproviding mobile wireless voice and data telecommunications services (includingthe provision of long distance telecommunications services for wireless calls)and related services (together the “Cellular Services”).

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##### B.            TheShareholders are the record and beneficial owners of 100% of the issued andoutstanding shares of capital stock of SICC (the “Shares”), and the Shares areset forth on Schedule 2.4(a) hereto.

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##### C.            TheShareholders desire to sell, and Buyer desires to purchase, all of the Shares.

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##### D.            ThisAgreement sets forth the terms, conditions and understandings of the partieswith respect to Buyer’s purchase of the Shares.

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NOW,THEREFORE, in consideration of the foregoing, and the mutual promises andagreements set forth herein, the parties hereby agree as follows:

 

**ARTICLE 1PURCHASE OF STOCK**

 

1.1           Purchase of Stock.Subject to the terms and conditions hereinafter set forth in this Agreement, atthe Closing Buyer shall purchase and acquire all of the Shares from theShareholders, and the Shareholders shall sell, transfer and convey all of theShares to Buyer, free and clear of all Liens.

 

1.2           Purchase Price. Thepurchase price for the Shares shall be One Hundred Sixty Million Dollars($160,000,000) (the “Purchase Price”), representing $11,400.07125 per share. ThePurchase Price, as adjusted in accordance with Section 1.4, shall be paidto the Shareholders at the Closing by wire transfer in immediately availablefunds as follows: (i) Fifteen percent (15%) of the Purchase Price, asadjusted in accordance with Section 1.4 (the “Escrowed

 

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Amount”),to the Escrow Agent to be held for a period of fifteen (15) months pursuant tothe terms and conditions of an Escrow Agreement in substantially the form ofattached Exhibit A; and, (ii) the remainder of the PurchasePrice to an account designated by the Shareholders in writing at least oneBusiness Day prior to the Closing.

 

1.3           Allocation ofPurchase Price. SICC and the Shareholders represent that as part ofthe bidding process through which Buyer was selected to enter into thisAgreement to purchase the Shares, all bidders were required to analyze andseparately state the valuation to be attributed to the ownership by SICC of a22.72% limited partnership interest in Illinois RSA 6 and 7 LimitedPartnership (“RSA 6 & 7”) and Buyer acknowledges the foregoingprocedure was required of Buyer. Buyer acknowledges that the amounts allocatedby Buyer in its sole and arms length discretion for SICC’s interest inRSA 6 & 7 is [****](1) in cash (the “RSA 6 & 7Value”). While the interest of SICC in RSA 6 & 7 is not beingpurchased directly by Buyer hereunder, such interest is being purchasedindirectly through Buyer’s purchase of the Shares, and the parties herebyallocate the RSA 6 & 7 Value to the purchase of such interests.

 

1.4           Purchase PriceAdjustments. The following adjustments shall be made to the Purchase Price.

 

(a)           PurchasePrice Adjustment Regarding Rights of First Refusal.

 

(i)            SICC andthe Shareholders have advised Buyer they believe that the sale of the Shares inaccordance with this Agreement will trigger a First Refusal Right with regardto SICC’s ownership of its interest in RSA 6 & 7 in accordancewith the provisions of the Agreement Establishing Illinois RSA 6 and 7 LimitedPartnership dated October 25, 1989. If SICC’s interest in RSA 6 &7 is purchased by exercise of this First Refusal Right in accordance with theprovisions of Section 6.19, SICC and the Shareholders expect that SICCwill receive gross proceeds equal to RSA 6 & 7 Value, subject howeverto SICC’s liability for income taxes with regard to such sale. The partiesagree that if this First Refusal Right is exercised in accordance with theprovisions of Section 6.19 and the sale of SICC’s interest in RSA 6 &7 has closed and the RSA 6 & 7 Value has been distributed to theShareholders, the Purchase Price shall be adjusted to be reduced by an amountequal to the sum of (*x*) the RSA 6 &7 Value, plus (*y*) any federal, state and localtax liability of SICC (on a consolidated basis) resulting from, and solely fromsuch sale (the “RSA 6 & 7 Tax Liability”). The projected amountof the RSA 6 & 7 Tax Liability shall be estimated in writing bySICC’s independent accounting firm within fifteen (15) days of written requestfrom SICC (and in no event later than 15 business days prior to the Closing),and shall be provided to SICC, the Shareholders and Buyer for their review andapproval. The estimated RSA 6 & 7 Tax Liability shall be subject toreview and approval of the Buyer and dispute resolution in accordance with theprocedures applicable to the Initial Working Capital as set forth in Section 1.4(b)(iii),even though neither the proceeds of any sale of RSA 6 & 7 nor the RSA6 & 7 Tax Liability shall be included in determining Working Capital.

 

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(1) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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(ii)           In theevent the First Refusal Right with respect to SICC’s interest in RSA 6 &7 has not been exercised or has been exercised but the closing of the sale ofSICC’s interest in RSA 6 & 7 has not yet occurred by the Closing Date,there shall be no adjustment to the Purchase Price with respect to the RSA 6 &7 Value and the gross proceeds of the sale of SICC’s interest in RSA 6 &7 shall be retained by SICC for the benefit of Buyer.

 

## (b)           Purchase Price Adjustment Regarding Working Capital.

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(i)            The Purchase Price shall be adjusted on a dollar fordollar basis upward or downward to the extent the Working Capital at Closing isdifferent than [****](2) as set forth in Schedule 1.4(b).

 

(ii)           For the purposes of this Section 1.4, the WorkingCapital amount to be used for this adjustment shall be calculated as of theEffective Time as the current assets of SICC and its Subsidiaries, includingSouthern Illinois RSA Partnership (“SIRP”), less the current liabilities ofSICC and its Subsidiaries, including SIRP, with all amounts determined on aconsolidated basis in accordance with GAAP and consistent with SICC’shistorical accounting practices and methodologies, and disregarding any actionsthat may have been taken by Buyer from and after the time the Closingactually occurred, if such time is before the Effective Time, except for themethod of calculating estimates for reserves for uncollectible subscriberaccounts receivable, obsolete inventories and accruals for contingentliabilities regarding litigation which will follow the methodologies describedin notes (B), (C) and (H) to Schedule 1.4(b). Indetermining Working Capital: (A) current liabilities and current assetsshall be adjusted to exclude the amounts attributable to the following items,but only to the extent such amounts are deducted from the calculation of thePurchase Price in accordance with other provisions of Section 1.4: (i) amountsrelated to any Indebtedness, including Indebtedness of CoBank, ACB (“CoBank”),outstanding and accrued interest, prepayment and/or loan commitment feesthereto, (ii) amounts related to Employment Related Payments (as definedin Section  1.4(d)) and any accrued severance or retention bonus paymentspursuant to Section 6.25, and (iii) fees payable or deferred expensesrelated to Daniels & Associates L.P. and other transaction expenses ofthe Shareholders consistent with Section 1.4(e); (B) currentliabilities shall also exclude the RSA 6 & 7 Tax Liability; (C) currentliabilities and current assets shall exclude amounts related to accrued,prepaid or deferred Federal or state income taxes; and, (D) current assetsshall exclude accounts receivable for outcollect roaming revenue. For purposesof clarification, current liabilities shall include any liability orobligation, other than items referred to above in 1.4(b)(ii)(A)(ii), relatingto or arising under any employee benefit or compensation plan, agreement,arrangement, or program accrued through, or attributable to any period priorto, the Closing Date, as well as accrued wages and workers’ compensation,vacation, including vacation carryover, if applicable, and sick days/short termdisability benefits accrued through, or attributable to, any period prior tothe Closing Date.

 

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(2) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities and ExchangeCommission.

 

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## ****(iii)********         ****In order to effect the adjustmentfor Working Capital at the Closing, SICC and the Shareholders shall estimate ingood faith the initial Purchase Price adjustment for Working Capital using thethen most recent month-end financial statements, and shall deliver not lessthan seven (7) business days prior to the Closing Date a written statementto Buyer (with appropriate supporting document for the details of thecalculation) of its estimate of: (a) Working Capital; (b) the RSA 6 &7 Tax Liability; (c) all amounts to be deducted from the purchase pricefor Indebtedness, Employment Related Payments and transaction expenses to bededucted from the Purchase Price pursuant to Section 1.4; and, (d) theportion of the Purchase Price to be paid by the Buyer at Closing afterreflecting all adjustments contemplated by this Agreement. SICC and theShareholders shall cooperate with Buyer to provide Buyer with a reasonableopportunity to review and comment upon the pre-closing estimates of SICC andthe Shareholders. SICC and the Shareholders shall provide Buyer and itsauthorized representatives reasonable access to all books, records andemployees of SICC and its Affiliates having relevant information concerning theestimated amounts that will adjust the Purchase Price in accordance with Section 1.4.Within five (5) business days after receipt of the written statement ofSICC and the Shareholders, Buyer shall, in a written notice to SICC, either acceptSICC’s and the Shareholders’ calculations or provide a written noticecontaining Buyer’s good faith calculation of the amounts reflected in thewritten statement and describing any objections to the Shareholder’scalculation with particularity. If Buyer does not provide such written noticewith the 5 business day timeframe, the amounts shown on the writtenstatement from SICC and the Shareholders shall be utilized. If Buyer notifiesSICC of its revised calculation in accordance with this Section, Buyer, SICCand the Shareholders shall attempt to resolve their differences throughrepresentatives who are duly authorized to negotiate with respect to alldifferences, and any resolution by them as to disputed amounts shall be inwriting. If the parties are not able to resolve their differences prior to theClosing Date, the parties shall use the arithmetic mean of the two calculationsof such amounts for the purposes of calculating the amount to be paid atClosing to the Shareholders pursuant to Section 1.2. The amount of WorkingCapital determined prior to Closing in accordance with this Section shallbe referred to as the “Initial Working Capital Adjustment Amount.”  The parties shall use the Initial WorkingCapital Adjustment Amount for comparison to the December 31, 2005 WorkingCapital amount specified in Section 1.4(b)(i) to determine the amountof the Working Capital adjustment to be made to the Purchase Price at theClosing.

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## (iv)          As promptly as practicable after the Closing Date, butin no event later than forty-five (45) days after the Closing Date, the Buyershall prepare and deliver to the Shareholders a written statement (withappropriate supporting documentation) (collectively, the “Closing DateStatement”) of the final Working Capital amount calculated in accordance withthis Agreement. Within fifteen (15) business days of receipt of the ClosingDate Statement, the Shareholders shall, in a written notice to Buyer, eitheraccept the Closing Date Statement or Dispute the same, in the manner describedin Section 1.5, and provide a description of any objections withreasonable particularity. If Buyer shall not have received a written notice ofDispute from the Shareholders to the proposed adjustments within this 15business day period, the Shareholders will be deemed irrevocably to haveaccepted such Closing Date Statement.

 

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## Inaddition, any item included in the Closing Date Statement that is not Disputedby the Shareholders with reasonable particularity shall be deemed to have beenirrevocably accepted by the Shareholders (“Resolved Items”) and any amountsincluded within such item shall be deemed to be final, binding and conclusive. Ifthe Shareholders notifies Buyer of its Dispute of the Closing Date Statement inaccordance with this Section, the parties shall, within ten (10) calendardays (or such longer period as the parties may mutually agree) followingsuch notice (the “Resolution Period”), attempt through representatives who areduly authorized to negotiate with respect to all outstanding differences toresolve their differences, and any written resolution by them as to anydisputed amounts shall be final, binding and conclusive. Any amounts remainingin dispute at the end of the Resolution Period (the “Unresolved Items”) shallbe resolved pursuant to Section 12.11; provided, however, that for thepurposes of any such dispute the arbitrators to be selected shall also becertified public accountants duly licensed and practicing in the State ofIllinois. The final Working Capital amount determined as of the Effective Timein accordance with the foregoing post-closing procedures is referred to as the “FinalWorking Capital Adjustment Amount.”  Ifthe Final Working Capital Adjustment Amount less the Initial Working CapitalAdjustment Amount is a positive amount, then, within ten (10) businessdays after such final determination, Buyer shall pay to the Shareholders suchamount in immediately available funds in the same manner as provided in Section 1.2(b)(ii).If the Final Working Capital Adjustment Amount less the Initial Working CapitalAdjustment Amount is a negative amount, then, within ten (10) businessdays after such final determination, the Shareholders shall pay to Buyer suchamount in immediately available funds to an account designated by Buyer.

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(c)           PurchasePrice Adjustment Regarding Indebtedness Repayment. In the event any amountsare owed by SICC or any of its Subsidiaries to a third party for Indebtednesson the Closing Date, the Purchase Price shall be adjusted at the Closing to bereduced by the total amount of all principal then outstanding and owed to theholder of such Indebtedness and any interest, prepayment and/or loan commitmentfees****or other amounts accrued thereonthrough the Effective Time. The Buyer shall pay the amount of the PurchasePrice adjustment required for this purpose to the holder of such Indebtednessat the Closing in immediately available funds upon Buyer’s receipt of a pay-offletter from the payee in form reasonably satisfactory to Buyer.

 

(d)           PurchasePrice Adjustment Regarding Certain Employment Related Payments. ThePurchase Price shall be adjusted at the Closing to be reduced by an amountequal to the total of: (i) the deferred compensation to be paid to TerryAddington pursuant to the Deferred Compensation Agreement dated November 10,1998, as amended through the date hereof (the “Deferred Compensation”); and (ii) withrespect to Terry Addington, Michael Beehn, Michael Jaksich, Dale Lewis andTania Seger, an amount equal to the retention bonus to be paid to each of thempursuant to the provisions of Section 1(A) of the document titled “Agreement”entered into with Terry Addington on October 19, 2005 and with each of theother individuals listed above on October 20, 2005, as such agreements arein effect on the date hereof (collectively, the “Executive Retention Bonus” andcollectively with the Deferred Compensation, the “Employment Related Payments”).The Buyer shall pay the amount of the Purchase Price adjustment required forthis purpose to such individuals at the Closing in immediately available fundsupon Buyer’s receipt of a release from the payee in form reasonablysatisfactory to Buyer.

 

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For purposes of clarification,no adjustment shall be made to the Purchase Price for amounts paid pursuant to Section 6.25.

 

(e)           PurchasePrice Adjustment Regarding Daniels & Associates, L.P. and OtherShareholder Expenses. The Purchase Price shall be adjusted at the Closingto be reduced by: (i) an amount equal to the payment due Daniels &Associates, L.P. (“Daniels”) with regard to this transaction pursuant to theengagement agreement dated July 12, 2005; and, (ii) other unpaidexpenses of the Shareholders, to the extent that SICC is responsible for suchexpenses, directly related to the negotiation, execution and closing of thetransaction contemplated by this Agreement; with amounts of the Purchase Priceadjustments required for this purpose with respect to any such amounts unpaidas of the Closing Date to be paid by Buyer to Daniels and such other parties atthe Closing in immediately available funds.

 

1.5           ShareholderCommunications and Actions.

 

(a)           Appointment.Each Shareholder hereby irrevocably constitutes and appoints George Rawlinson,of Crosslink Wireless, Inc., as the true and lawful agent andattorney-in-fact (the “Shareholder Representative”) with the powers set forthin this Agreement. If George Rawlinson is unwilling or unable to serve asShareholder Representative, each Shareholder hereby irrevocably constitutes andappoints Kevin Jacobsen, of Egyptian Communication Services, Inc., as thesuccessor Shareholder Representative. If Kevin Jacobsen is unwilling or unableto serve as Shareholder Representative, each Shareholder hereby irrevocablyconstitutes and appoints H.R. Gentsch, of HTC Holding Co., as the successorShareholder Representative. If H.R. Gentsch is unwilling or unable to serve asShareholder Representative, a successor Shareholder Representative shall beappointed by a plurality of the Shareholders, with each such Person votingbased on the number of Shares held immediately prior to the Effective Time. Theabsence of a Shareholder Representative, due to resignation or any other reasonwhatsoever, shall not impair or prejudice any right or remedy Buyer may haveat law or equity or under the terms of this Agreement.

 

(b)           Communicationsand Actions. Buyer shall be entitled to rely upon any communication orwritings given by or to, or executed by the Shareholder Representative. Allnotices to be sent to any Shareholder pursuant to this Agreement or any otheragreement contemplated hereby or delivered in connection herewith shall beaddressed to the Shareholder Representative and copies thereof shall be simultaneouslysent to all Shareholders, provided that the notice so sent or delivered to theShareholder Representative shall be deemed proper and sufficient notice to eachShareholder hereunder without regard to whether the notices sent to the otherShareholders are actually sent or received. Each Shareholder hereby consentsand agrees that the Shareholder Representative is authorized to accept anddeliver notice on behalf of such Shareholder pursuant hereto and pursuant toall other agreements contemplated hereby or delivered in connection herewithand to deliver waivers and consents on behalf of each Shareholder. All suchnotices, when delivered by the Buyer or its agent to the ShareholderRepresentative, as applicable, shall be binding on all of the Shareholders. Deliveryof notice by the Shareholder Representative to the Buyer shall constitutedelivery of notice to the Buyer by all the Shareholders.

 

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(c)           Anyclaim made by Buyer after Closing, whether against the Escrowed Amount orotherwise under this Agreement, may be disputed or contested by theShareholders only if at least four (4) Shareholders agree to make suchdispute or contest such matter in a writing (“Dispute”) delivered to Buyerand/or the Escrow Agent.

 

**ARTICLE 2REPRESENTATIONS AND WARRANTIES OF SICC AND THE SHAREHOLDERS**

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SICCand the Shareholders hereby jointly and severally represent and warrant toBuyer that the statements contained in this Article II are true andcorrect, except as set forth in the accompanying disclosure schedules:

 

2.1           Organization. Schedule 2.1sets forth a complete list of the following information pertaining to SICC andthe Subsidiaries: (a) its name and jurisdiction of formation; (b) jurisdiction(s)where each entity is qualified to do business as a foreign entity; (c) itsentire authorized capital stock or equity interests, its entire issued andoutstanding capital stock or equity interests, and a true, accurate andcomplete equity holder’s list for each Cellular Entity together with percentageownership in the case of SICC’s ownership interest in each of the Subsidiaries,and, in the case of SICC’s shareholders, the number of Shares held by eachShareholder. Each of SICC and the Subsidiaries (d) is duly organized,validly existing and in good standing under the laws of its state of formation,(e) is qualified to do business in each jurisdiction in which suchqualification is required, except where failure to so qualify would notreasonably be expected to have a material adverse effect on it, and (f) hasall required power and authority to own or lease its property and assets and tocarry on its business as presently conducted. The Shareholders have deliveredto Buyer prior to the date hereof true, correct and complete copies of SICC’sand the Subsidiaries’ Articles of Incorporation and Bylaws or otherorganizational documents (including any amendments, modifications, supplementsor modifications thereto and waivers in effect thereunder). Neither SICC norany Subsidiary is in violation of any term of its Articles ofIncorporation or its Bylaws, and the Articles of Incorporation and Bylaws ofSICC and its Subsidiaries are valid, binding and in full force and effect.

 

2.2           Power and Authority.Subject to the receipt of required Consents: (a) SICC has all requiredcorporate power and authority to enter into and perform this Agreement andthe Related Agreements and the transactions contemplated hereby and thereby;and, (b) each Shareholder has all required authority to enter into and perform thisAgreement and the Related Agreements and the transactions contemplated herebyand thereby.

 

2.3           Authorization; NoContravention.

 

(a)           Theexecution and delivery of, and performance by SICC and the Shareholders oftheir respective obligations under this Agreement and the Related Agreementshave been duly authorized by all required action other than any requiredConsents. Each of this Agreement and the Related Documents constitute a legal,valid and binding obligation of SICC and each Shareholder, as applicable,enforceable against each of them in accordance with its applicable terms,except as such enforceability may be limited by bankruptcy, insolvency,reorganization,

 

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moratorium, fraudulent conveyanceor other similar laws affecting the enforcement of creditors’ rights generally,and general principles of equity and limitations on the availability ofequitable remedies.

 

(b)           Exceptas listed on Schedule 2.3, SICC’s and each Shareholder’s executionand delivery of this Agreement and the Related Agreements and the otheragreements contemplated hereby and thereby, and the respective performance ofeach of them under such agreements and the transactions contemplated hereby andthereby, will not: (i) violate, conflict with or result in: (1) anybreach or default (with or without notice or lapse of time or both) or giverise to any right of termination, modification, cancellation, prepayment, oracceleration of any obligation or to the loss of a material benefit under anycontract, instrument, agreement, indenture, obligation or commitment (includingall contracts, agreement or instruments required to be scheduled on Schedules2.13,  2.16, 2.17 or 2.20) to whichany of SICC, the Subsidiaries or any Shareholder is a party or by which its orhis assets are bound; (2) conflict with or result in a violation under anyprovision of the Articles of Incorporation or Bylaws of SICC or itsSubsidiaries; (3) the creation of any Lien, charge or encumbrance of any natureupon any of the properties or assets of any of SICC or its Subsidiaries, or (4) aFirst Refusal Right ; (ii) violate or result in a material violation of,or constitute a default under, any provision of any law, statute, ordinance,regulation, franchise, license or rule, or any decree, judgment or order of, orany restriction imposed by, any court or Governmental Authority upon any of theproperties or assets of SICC or its Subsidiaries; or (iii) require anynotice to, filing with, or consent or approval of any Governmental Authority orother third party.

 

(c)           Noappraisal, dissenter’s or similar rights (whether existing by contract, statuteor otherwise) apply to this Agreement or the Related Agreements, and therespective performance of the parties under such agreements and thetransactions contemplated thereby, or to the extent any such appraisal,dissenter’s or similar rights may exist or apply with respect thisAgreement and the other Related Agreements contemplated hereby, and therespective performance of each of the parties under such agreements and thetransactions contemplated hereby, the Shareholders have irrevocably waived andextinguished such rights.

 

2.4           Capitalization;Stockholders.

 

(a)           Theauthorized capital stock, and all of the issued and outstanding shares ofcapital stock, of SICC are set forth on Schedule 2.4(a) hereof,and except as set forth on such schedule there is no other class ofequity interest in SICC issued and outstanding or reserved for issuance. TheShares represent 100% of the issued and outstanding shares of capital stock ofSICC. Other than as described in Schedule 2.4(a), there are nooutstanding warrants, options, preemptive, conversion or other rights topurchase or acquire any of such shares, nor any outstanding securitiesconvertible into such shares or outstanding warrants, options or other rightsto acquire any such convertible securities. Except as set forth on Schedule 2.4(a),there are no voting trusts or other agreements or understandings with respectto the voting or disposition of any of the Shares, and neither SICC nor anyShareholder has Knowledge of any First Refusal Rights or other restrictions onthe transfer of the Shares other than those arising from federal and statesecurities laws or under this Agreement.

 

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(b)           Allof the outstanding shares of SICC capital stock have been duly authorized andvalidly issued in accordance with all applicable federal and state securitieslaws, not in violation of preemptive or other similar rights of anyshareholder, and are fully paid and non-assessable. Except as set forth on Schedule 2.4(b),each Shareholder identified on Schedule 2.4(a) as the holderof any Shares is the sole record and beneficial owner of such Shares free andclear of any Liens, such Shareholder has good, valid and marketable title tosuch Shares, and all such Shares are duly authorized, validly issued and fullypaid. Upon delivery of the certificates representing the Shares at the Closingand delivery of the consideration therefor as provided for by this Agreement,Buyer will acquire good, valid and marketable title to the Shares, free andclear of all Liens.

 

2.5           Subsidiaries andAffiliates. (a)           Except for the CellularEntities set forth on Schedule 2.5(a), SICC has no otherSubsidiaries or Affiliates nor does it have any investments in, or loans oradvances to, any other corporation, Subsidiary, trust, partnership or businessentity, nor is it a party to any joint venture. The Cellular Interests identifiedon Schedule 2.5(a) represent the entire right, title andinterest of SICC and its Affiliates in and to the Cellular Entities. Except asset forth on Schedule 2.5(a), SICC (or its applicable Affiliatethat owns a Cellular Interest as set forth on Schedule 2.5(a) asthe holder of any Cellular Interests) is the sole record and beneficial ownerof such Cellular Interests free and clear of any Liens, such entity has good,valid and marketable title to such Cellular Interests, and all such CellularInterests are duly authorized, validly issued and fully paid. Upon delivery ofthe certificates representing the Shares at the Closing and delivery of theconsideration therefor as provided for by this Agreement, Buyer will acquirethe indirect ownership of the Cellular Interests as shown on Schedule 2.5(a),free and clear of all Liens.

 

(b)           Exceptas set forth on Schedule 2.5(b), SICC and its Affiliates hold 100%of all Cellular Interests of all Cellular Entities. Schedule 2.5(b) lists,with respect to each Person that has any interest in any of the CellularEntities that are not 100% owned by SICC and its Affiliates: (i) its name;(ii) its jurisdiction of incorporation or organization; (iii) itsentire authorized capital stock or other equity or similar interests; (iv) theCellular Interests held by SICC or its Affiliates; and, (v) to theKnowledge of the Shareholders, all other issued and outstanding capital stockor other equity or similar interests, including all Third-Party Interests, thename of each record and beneficial holder of the Cellular Interests and itsother capital stock or other equity or similar interests, including theThird-Party Interests; (vi) the percentage interest of SICC or itsAffiliate in RSA 6 & 7 and, to the Knowledge of the Shareholders, eachother record and beneficial owner; and, (vii) the current capitalcontribution account balance (or account balance for any equity or othersimilar interests) of SICC or its applicable Affiliate with respect to itsCellular Interest and, to the Knowledge of the Shareholder, each Third PartyInterest. SICC (or its applicable Affiliate that owns a Cellular Interest setforth on Schedule 2.5(b)) has rights of participation (asrepresented by the percentage interest set forth on Schedule 2.5(a))with any owners of Third-Party Interests in the earnings, profits, losses anddistributions of RSA 6 & 7 as specified in the Agreement EstablishingIllinois RSA 6 & 7 Limited Partnership dated October 25,1989, a true and complete copy of which has been delivered to Buyer prior tothe date hereof.

 

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(c)           Exceptas set forth on Schedule 2.5(c), neither SICC, its Subsidiaries norany Shareholder have received notice of any exercise or intention to exerciseany First Refusal Rights, or any tag along, put or other similar rights withrespect to any Cellular Interests or Third-Party Interests.

 

2.6           Financial Statements.(a)     SICC haspreviously delivered to Buyer true, correct and complete copies of the auditedstatements of operations, cash flow and stockholders’ equity and the relatedbalance sheets of SICC and its Subsidiaries (on a consolidated basis) as of andfor the fiscal years ended December 31, 2003 and December 31, 2004(the “Audited Statements”) and the unaudited statements of operations, cashflow and stockholders’ equity and the related balance sheets of SICC and itsSubsidiaries (on a consolidated basis) as of and for the twelve months ended December 31,2005 (the “Unaudited Statements,” and collectively with the Audited Statements,the “SICC Financial Statements”).

 

(b)           TheSICC Financial Statements (including related notes and schedules) have beenprepared from the books and records of SICC and its Subsidiaries and theAudited Statements have been prepared in accordance with GAAP applied on aconsistent basis. The Unaudited Statements have been prepared in accordancewith GAAP except for (i) normal year-end adjustments and (ii) anyother adjustments noted therein. Except as set forth in the SICC Financial Statementsor Schedule 2.6(b) to this Agreement, SICC and theSubsidiaries do not have (i) any material contingent obligations,liabilities or material forward or long-term commitments or (ii) anyIndebtedness other than liabilities that would be properly classified ascurrent liabilities in accordance with GAAP applied on a consistent basis. TheSICC Financial Statements (i) have been prepared to the extent required,in accordance with the rules and regulations of the FCC, (ii) fairlypresent the financial condition of SICC and the Subsidiaries as of the datesthereof, except as set forth in the notes thereto and subject to normalyear-end adjustments consistent with past practice, and (iii) are true andcorrect as of the respective dates thereof in all material respects. TheShareholders have no Knowledge that the SICC Financial Statements are not trueand correct in all material respects as of the respective dates thereof. Since December 31,2002, SICC has not made any change in the accounting practices or policiesapplied in the preparation of its financial statements, except as required byGAAP, any Governmental Authority rule or policy or application of law.

 

(c)           Exceptas otherwise specifically disclosed on Schedule 2.6(b) or 2.18or in the SICC Financial Statements, neither SICC nor any Subsidiary has anyaccrued or contingent liability or liabilities arising out of any transactionor state of facts existing prior to the date hereof.

 

2.7           Business; Franchisesand Regulations. (a)     SICC and each of the Subsidiarieshas ownership of and/or other good right to use (i) all franchises,permits, registrations, licenses and other authorizations required byapplicable law or regulation (the “Franchises”), and (ii) all UnitedStates and foreign issued patents, patent rights, patent applications,registered trademarks, trademark applications, registered service marks,service mark applications, trade names, copyrights, software, trade dress,customer lists, processes, products, technologies, discoveries, trade secrets,copyrightable work, apparatus, licenses, confidential marketing and customerinformation, confidential financial information, inventions (whether or notpatentable), and know-how (the “Intellectual Property”) used in theirrespective businesses as presently

 

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conductedor required or necessary to permit SICC and each of the Subsidiaries to owntheir respective properties and to conduct their respective businesses aspresently conducted. To the Knowledge of SICC and each Shareholder, the use ofthe Intellectual Property by SICC and its Subsidiaries does not interfere with,infringe upon, misappropriate or otherwise come into conflict with any patent,trademark, service mark, trade name, copyright, brand name, logo, symbol orother intellectual property or proprietary information of any other Person, andto the Knowledge of SICC and each Shareholder, no other Person is interferingwith, infringing upon, misappropriating or otherwise coming into conflict withany Intellectual Property of SICC or its Subsidiaries.

 

(b)           Exceptas would not, individually or in the aggregate, reasonably be expected to havea material adverse effect on the validity or value of any IntellectualProperty: (i) no Person or entity has given notice to SICC or itsSubsidiaries, nor does SICC, its Subsidiaries or any Shareholder have Knowledgeof any reasonable basis to believe, that the use of any Intellectual Propertythat is necessary and material to the day-to-day operation of SICC or itsSubsidiaries (“Material Intellectual Property”) by SICC or its Subsidiaries orany licensee is infringing or has infringed any domestic or foreign patent,trademark, service mark, trade name, or copyright or design right, or that SICCor its Subsidiaries has misappropriated or improperly used or disclosed anytrade secret, confidential information or know-how; and, (ii) theexecution, delivery and performance of this Agreement and the RelatedAgreements by SICC and the Shareholders and the consummation of thetransactions contemplated hereby and thereby will not breach, violate orconflict with any instrument or agreement concerning any Material IntellectualProperty, will not cause forfeiture or termination or give rise to a right offorfeiture or termination of any of the Material Intellectual Property orimpair the right of Buyer to make, use, sell license or dispose of, or to bringany action for the infringement of, any Material Intellectual Property.

 

(c)           Fromand after Closing, SICC and its Subsidiaries will have the right to use all ofthe Intellectual Property and Material Intellectual Property.

 

(d)           Schedule 2.7sets forth all of the Franchises, including the issuer and termination orexpiration date of each. To the Knowledge of SICC and each Shareholder, each ofthe Franchises was duly and validly issued by the issuer thereof in accordancewith procedures that complied with all then-existing requirements of applicablelaw. Each of the Franchises held by SICC and each of the Subsidiaries is in fullforce and effect, free of all Liens, except Permitted Liens, and is not subjectto any restrictions or conditions which, individually or in the aggregate,would materially impair the ability of SICC or any of the Subsidiaries to owntheir respective properties or to carry on their respective businesses aspresently conducted, and SICC and each of the Subsidiaries is in materialcompliance with the terms thereof with no conflict with the valid rights ofothers that could materially affect or impair in any manner the business,assets or condition, financial or otherwise, of SICC or any of the Subsidiaries.To the Knowledge of SICC and each Shareholder, no event has occurred whichpermits, or after notice or lapse of time or both would permit, the revocation ortermination of any of the Franchises. No proceedings to revoke, refuse, renew,modify or restrict the Franchises are pending or, to the Knowledge of SICC andeach Shareholder, Threatened. SICC and each of the Subsidiaries has timely andproperly made all filings and reports required by the FCC, the ICC, the FAA andall other regulatory entities having jurisdiction over them.

 

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2.8           FCC Licenses.

 

(a)           Schedule 2.8correctly sets forth all of the FCC Licenses held by SICC and each Subsidiaryand the expiration or termination date of each such FCC License. SICC and itsSubsidiaries are the exclusive holders of, and have good, valid and marketabletitle, free and clear of all Liens, to the FCC License(s) set forth oppositetheir names on Schedule 2.8. No Person other than SICC and itsSubsidiaries has any right, title or interest (legal or beneficial) in or tothe FCC License(s) set forth opposite their names on Schedule 2.8. NoPerson other than SICC and its Subsidiaries is licensed to use, or otherwisehas a right to use, the FCC Licenses held by SICC and its Subsidiaries. SICCand each of the Subsidiaries hold all required FCC Licenses in accordance withapplicable law or regulation that are used in any of their businesses aspresently conducted. Each FCC License was duly and validly issued to SICC orthe respective Subsidiary in accordance with procedures that complied with allrequirements of applicable law. Each FCC License is in full force and effect inaccordance with its terms, and there is no outstanding notice of cancellationor termination or, to the Knowledge of SICC and each Shareholder, anyThreatened cancellation or termination in connection therewith. Except asprovided in the FCC’s rules and regulations, none of the FCC Licenses aresubject to any restrictions or conditions that limit the operations of suchlicense (other than restrictions or conditions generally applicable to licensesof that type). No proceedings (i)  to revoke, refuse to renew, modify ,restrict or otherwise challenge the validity of the FCC Licenses or (ii) thatwould reasonably be expected to result in (A) the revocation,cancellation, forfeiture (other than a monetary payment), non-renewal,suspension, modification or amendment of any of the FCC Licenses, or (B) thepayment of a fine, sanction, penalty, damages or contribution in connectionwith the use of any of the FCC Licenses by SICC or its Subsidiaries are pendingor, to the Knowledge of SICC or any Shareholder, Threatened. Neither SICC norany Shareholder has any Knowledge that any of the FCC Licenses (i) couldbe revoked, canceled or suspended, and (ii) would not be renewed orextended in the ordinary course of business. Noneof SICC, its Subsidiaries, or the Shareholders has entered into any obligation,agreement, arrangement or understanding to transfer the FCC Licenses or thatwould adversely affect Buyer’s ownership or use of the FCC Licenses afterClosing.

 

(b)           Schedule 2.8 sets forth and describes all applications in respect of the FCC Licensesfiled by SICC or any Subsidiary with a Governmental Authority that arecurrently pending; the information contained in each such application is trueand complete in all material respects. Except as set forth in Schedule 2.8,all Interference Consents with respect to the FCC Licenses are terminable byeither party thereto with no more than 60 calendar days’ advance notice. SICCwill deliver to Buyer, within ten business days after the execution of thisAgreement by both parties, a copy of all known Interference Consents withrespect to the FCC Licenses.

 

2.9           Overbillings;Refunds. Except as reflected on the SICC Financial Statements or as setforth on Schedule 2.9, neither SICC nor any Subsidiary has anyliabilities for any customer overbillings or prospective refunds ofoverearnings.

 

2.10         Capital ImprovementsRequired by Authorities. Neither SICC nor any Subsidiary is required by anyfederal, state or local regulatory body to make any changes, upgrades or

 

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enhancementswith respect to their physical plant or network and, except for possible futureCALEA requirements, none of them has Knowledge that any such changes, upgradesor enhancements will be so required in the foreseeable future.

 

2.11         Compliance with Law.(a)    Exceptas set forth on Schedule 2.11(a), SICC and the Subsidiaries havebeen and each of them is in material compliance with all applicable statutes,laws, ordinances, and regulations (including, rules, regulations and ordersregarding implementation of CALEA, E 911 (Phase I and II), number portability,telephone service for the hearing impaired and other laws and FCC regulations)applicable to their respective assets (including cell sites and cell towers),businesses or operations. SICC and its Subsidiaries have complied in allmaterial respects with the terms and conditions of the FCC Licenses, except inany such case where such conflict, default, violation or noncompliance affectsthe wireless industry generally. SICC and each of the Subsidiaries has allpermits, licenses, registrations, franchises and other authorizations from, andhave made all necessary filings with, all governmental agencies, required toconduct their businesses as now being conducted or as currently contemplated tobe conducted.

 

(b)           Exceptas set forth on Schedule 2.11(b), neither SICC nor its Subsidiarieshas received any request from any PSAP or Governmental Authority withjurisdiction or control over a PSAP, requesting the provision of Phase II E-911services in its service area. Neither SICC nor its Subsidiaries has receivedwritten notice of any formal or informal complaint or order filed against italleging any material non-compliance by it with respect to any laws orregulations relating to Phase II E-911 services in its service area.

 

2.12         Absence of Certain Developments. Exceptas set forth in Schedule 2.12, since December 31, 2004, SICCand its Subsidiaries have conducted their respective businesses and operationsin the ordinary and usual course consistent with past practice and there havebeen no (a) material adverse change in the assets, liabilities,properties, business prospects, financial condition or results of operations ofSICC or any Subsidiary (including the commencement against SICC or anySubsidiary of any proceeding by any regulatory authority, other than thoseaffecting the Cellular Services industry generally or the Cellular Servicesindustry in Illinois generally), (b) loan by SICC or any Subsidiary to anyofficer, director, employee or stockholder thereof, nor any agreement orcommitment therefor, (c) increase, whether direct or indirect, in thecompensation paid or payable to any officer, director, employee, Person orentity performing services as an independent contractor, consultant or agent ofSICC or any Subsidiary except in the ordinary course of business, (d) loss,destruction or damage to any property of SICC or any Subsidiary, whether or notinsured, in excess of $25,000 in the aggregate, (e) incidents of significantlabor difficulty of any nature involving SICC or any Subsidiary, and nomaterial change in the personnel of SICC or any Subsidiary or the terms andconditions of any employment contracts or independent contractor or consultingagreements to which any of them are parties, (f) acquisition ordisposition of any assets (or any contract or arrangement therefor) nor anyother transaction by SICC or any Subsidiary other than in the ordinary courseof business, (g) creation, incurrence, guarantee or assumption of anyIndebtedness by SICC or any Subsidiary (other than pursuant to existing creditfacilities), (h) change in accounting methods or practices by SICC or anySubsidiary affecting their respective assets, liabilities or business, (i) revaluationby SICC or any Subsidiary of any assets, including without limitation, writingoff notes or accounts receivable or obsolete inventory or the acceleration ofits practices for the

 

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collectionof receivables, except in the ordinary course of business consistent with pastpractices, (j) mortgage, pledge or other encumbrance of any material assets ofSICC or any Subsidiary, (k) increase or change in any assumptions underlying ormethods of calculating any bad debt, contingency or other reserves, other thanin the ordinary course of business, and (l) payment, discharge or satisfactionof any liabilities other than the payment, discharge or satisfaction in theordinary course of business. For the purposes of Section 2.12(a), changesshall not be material unless the aggregate value thereof exceeds $250,000; and,provided further that neither (x) the effects of any events, circumstances orconditions resulting from changes, developments or circumstances in worldwideor national conditions (political, economic, or regulatory) that generallyadversely affect the local, regional or national market for Cellular Servicesor that generally adversely affect companies engaged in the telecommunicationsbusiness (including proposed legislation or regulation by any governmental orregulatory body or the introduction of any technological changes in thetelecommunications industry), (y) any effects of competition resulting from theoffering of personal communication services or other wirelesstelecommunications services, nor [****](3) will constitute a materialadverse change.

 

2.13         Title toProperties.

 

(a)           SICCand each of the Subsidiaries have good, valid and marketable title to, or inthe case of leased property, good, valid and marketable leasehold interests in,all of their properties and assets, free and clear of all Liens exceptPermitted Liens; provided, however, that title to the FCC Licenses shall be asstated in Section 2.8(a) above. No Person other than SICC or aSubsidiary owns any interest in any of such properties and assets, except withrespect to the leased property disclosed on Schedule 2.13, and allsuch properties and assets are in the possession and subject to the control ofSICC or its applicable Subsidiary.

 

(b)           Allowned or leased real property of SICC and each of the Subsidiaries is listed onSchedule 2.13. Schedule 2.13 sets forth the address ofeach parcel of leased real property, and a true and complete list of all leasesfor each such leased real property (including the date and name of the partiesto such lease document). A true and complete copy of each lease to which SICCor a Subsidiary is a party has been made available to Buyer. Except as setforth on Schedule 2.13, each such lease is in full force and effectand affords SICC and the respective Subsidiary peaceful and undisturbedpossession of the subject matter of such lease. No default or event of defaulton the part of SICC, any Subsidiary, or, to the Knowledge of anyShareholder, on the part of the lessor exists under any lease. NeitherSICC nor any of the Subsidiaries, nor any Shareholder has received any noticeof default under any such lease, nor do SICC, any of the Subsidiaries or theShareholders have Knowledge that the owner of any leased property intends toterminate such lease, and, no event has occurred which with notice or the lapseof time, or both, would constitute a default under any such lease. SICC andeach Subsidiary holds all material easements, rights-of-way and other rightsnecessary to own, operate and maintain its respective properties and, to SICC’sand each Shareholder’s Knowledge, is not in breach of, or default under, anysuch easement, right-of-way or other right and there are no materiallyburdensome limitations or obligations on SICC or any Subsidiary under any sucheasement, right-of-way or other right.

 

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(3) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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(c)           NeitherSICC nor any Subsidiary is in material violation of any zoning, land-use,building or safety law, ordinance, regulation or requirement or other law orregulation applicable to the operation of its owned or leased properties, norhave any of them received any notice of violation with which it has notcomplied, in any case in which the consequences of such violation if assertedby the applicable regulatory authority would be materially adverse. All realproperty occupied pursuant to leases, and substantially all tangible personalproperty owned or leased by SICC and the Subsidiaries required for the purposeof carrying on its business and operations, is in good operating condition andrepair, reasonable wear and tear excepted, and no material portion of any suchreal or personal property has suffered any damage by fire or other casualtywhich has not heretofore been repaired and restored to the extent necessary oruseful in the continued operation of its business.

 

2.14         Condition of Assets.All assets used by SICC and the Subsidiaries are in good operating conditionand repair, normal wear and tear excepted, and are suitable for the purposesfor which they are currently utilized.

 

2.15         Tax Matters.

 

(a)           Eachof SICC and its Subsidiaries has timely filed all Tax reports and returns thatit was required to file. All such reports and returns are correct and completein all material respects. All Taxes owed by SICC and its Subsidiaries, whether ornot shown on any Tax return, have been paid and there is an adequate accrual onSICC’s financial statements for all Taxes not yet due. Neither SICC nor anySubsidiary currently is the beneficiary of any extension of time within whichto file any report or return. In the last six (6) years no claim hasbeen made by a Taxing Authority in a jurisdiction where SICC or any Subsidiarydoes not file reports and returns that it is or may be subject to taxationby that jurisdiction. Other than Liens for real estate taxes that are notdelinquent, there are no Liens for Taxes on any of the assets of SICC or anySubsidiary. Notwithstanding anything in this paragraph to the contrary, theparties acknowledge that SICC and its Subsidiaries intend to file their federalconsolidated income Tax return for 2005 under an extension of time if grantedby the IRS.

 

(b)           Eachof SICC and its Subsidiaries has withheld and paid all Taxes required to havebeen withheld and paid in connection with amounts paid or owing to any employee,creditor, independent contractor, stockholder or other third party.

 

(c)           NeitherSICC, any Subsidiary, any Shareholder, nor any officer or employee of SICC orany Subsidiary responsible for Tax matters has Knowledge or has any reasonablebasis to believe that any Taxing Authority will assess any additional Taxes forany period for which returns have been filed. There is no dispute or claimconcerning any Tax liability of SICC or any Subsidiary either (i) claimedor raised by any Taxing Authority in writing, or (ii) as to which any ofthe directors and officers (and employees responsible for Tax matters) of SICCor any Subsidiary has Knowledge based upon personal contact with any agent ofsuch Taxing Authority. Neither SICC, any Subsidiary, any Shareholder nor anyofficer or employee responsible for Tax matters has received a request from anyTaxing Authority for information related to Tax matters. Schedule 2.15(c) listsall tax returns filed with respect to SICC and its Subsidiaries for taxableperiods ended on or after December 31, 2000 that have been audited or

 

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currently are the subjectof an audit. SICC has made available to Buyer true, correct and complete copiesof all federal, state and local income Tax returns, examination reports andstatements of deficiencies assessed against or agreed to by SICC and itsSubsidiaries since December 31, 2000 and will deliver to Buyer any suchdocuments received on or before the Closing Date promptly upon receipt or assuch documents are prepared by SICC or any Subsidiary.

 

(d)           NeitherSICC nor any Subsidiary has waived any statute of limitations in respect toTaxes, agreed to any extension of time with respect to a Tax assessment ordeficiency or entered into a closing agreement pursuant to Section 7121 ofthe Internal Revenue Code of 1986, as amended (the “Code”).

 

(e)           SICCis not a “foreign Person” within the meaning of Section 1445(b)(2) ofthe Code and SICC will provide to Buyer at Closing appropriate certificate forpurposes of such section.

 

(f)            NeitherSICC nor any Subsidiary is bound by any agreement (either with any person orany taxing authority) with respect to Taxes, including any contractualobligation to indemnify another Person with respect to Taxes.

 

(g)           Exceptas set forth on Schedule 2.15(g), neither SICC nor its Subsidiariesis party to any agreement, contact arrangement, or plan that has resulted orwould result, separately or in the aggregate, in the payment of any “excessparachute payment” within the meaning of Code §280G (or any correspondingprovision of state, local or foreign tax law) in connection with thetransactions contemplated hereunder.

 

(h)           NeitherSICC nor any Subsidiary (i) has filed a consent under Section 341(f) ofthe Code nor has any such entity agreed to have any such provision ofcorresponding state, local or foreign income Tax law apply to any dispositionof any asset such entity owns, (ii) is required to make any adjustmentswith respect to a change in Tax accounting methods and no such entity hasproposed such adjustment or received written notice that the IRS or another Taxauthority has proposed such adjustment, (iii) has distributed the stock ofany corporation in a transaction satisfying the requirements of Section 355of the Code since April 16, 1997, and no stock of SICC or any Subsidiaryhas been distributed in a transaction satisfying the requirements of Section 355of the Code since April 16, 1997, and (iv) is a party to any safeharbor lease within the meaning of Section 168(f)(8) of the Code, asin effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of1982, and none of the assets of SICC or any Subsidiary has been financed with,or directly or indirectly secures, any industrial revenue bonds or Indebtedness,the interest on which is Tax exempt under Section 103(a) of the Code,and none of the assets of SICC or any Subsidiary is Tax exempt use propertywithin the meaning of Section 168(h) of the Code.

 

(i)            Noneof the Tax attributes of SICC or any Subsidiary are subject to the limitationsof Code Sections 382, 383 or 384 or Treas. Reg. Section 1.1502 21(c). Exceptas set forth on Schedule 2.15(i), neither SICC nor any Subsidiaryis party to any joint venture, partnership, or

 

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other arrangement orcontract, which could be treated as a partnership for federal income Taxpurposes.

 

(j)            NeitherBuyer, SICC nor any of their respective Subsidiaries will be obligated to payany documentary or stamp Taxes or similar recording and filing fees pursuant toIllinois law in connection with the transfer of the Shares to Buyer at Closing.

 

2.16         Insurance. SICCand each of the Subsidiaries has in force all policies of insurance describedin Schedule 2.16 in the amounts and covering the risks describedtherein. Neither SICC nor any of the Subsidiaries has ever been refused anyinsurance coverage for which it has applied.

 

2.17         Contracts andCommitments. Except as set forth in Schedule 2.17 or in theSICC Financial Statements, neither SICC nor any of the Subsidiaries: (a) isa party to any contract, obligation, understanding or commitment (whetherwritten or oral) that involves a potential or actual commitment or aggregatepayments to or from SICC or any Subsidiary in excess of $50,000 in a calendaryear, or which is otherwise material and not entered into in the ordinarycourse of business; (b) has any employment contracts, stock redemption orpurchase agreements, financing agreements, collective bargaining agreements, consultingor management services agreements, independent contractor agreements, oragreements with any current or former officers, directors, employees orshareholder of SICC or any Subsidiary, or to any Persons or organizationsrelated to or Affiliated with any such Persons; (c) has any contract orarrangement concerning directory publishing matters or billing and collectionmatters; (d) has any contract or arrangement that limits the ability ofany of SICC or any Subsidiary to compete in any line of business or to competewith any other Person; (e) has any contract relating to any Indebtednessor any guarantee or indemnification of or the granting of security forIndebtedness or any other obligation or liability; (f) has any contractrelating to E911 services, interconnection or co-location arrangements, orother arrangements with any local exchange carrier, competitive access provideror other telecommunications carrier; (g) has any contract relating tolicenses to or from SICC or any Subsidiary with respect to software or hardwareused in the businesses of any of SICC or any Subsidiary; (h) has anycontract relating to any indemnity obligations of any of SICC or anySubsidiary, (i) has entered into any joint venture or partnershipagreement, (j) has granted powers of attorney to a third person, or (k) has anyagreement or commitment relating to the acquisition or divestiture of thecapital stock or other equity securities of any Person. To the Knowledge ofSICC and each Shareholder, neither SICC nor any Subsidiary is in default underany material agreement, instrument, contract, obligation, understanding orcommitment and there is no state of facts which upon notice or lapse of time orboth would constitute such a default.

 

2.18         Litigation. Exceptas set forth on Schedule 2.18, neither SICC, the Shareholders norSubsidiaries or Affiliates of SICC have received notice of (written or oral) orotherwise has Knowledge of any investigation, complaint, charge, claim,grievance, action, suit or proceeding at law or in equity or by or before anygovernmental or administrative authority or instrumentality, public board,self-regulatory board, or other agency (including, without limitation, the FCCand the ICC), court, arbitrator, or similar tribunal, or any other body (forpurposes of this Section, collectively, “adjudicative body”) now pending orThreatened against SICC or any Subsidiary. Neither SICC, the Shareholders northe Subsidiaries or Affiliates of SICC have received notice of (written ororal) or otherwise has Knowledge of any investigation,

 

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civilinvestigative demand, complaint, action, suit or proceeding at law or in equityor by or before any adjudicative body now pending against SICC, a Subsidiary orany director, officer or key employee of SICC or a Subsidiary which has areasonable possibility of hindering the enforceability or performance of thisAgreement or any action taken or to be taken pursuant hereto, nor to theKnowledge of SICC or any Shareholder has there occurred any event or does thereexist any condition on the basis of which any such litigation, proceeding orinvestigation might properly be instituted. There is no outstanding judgment,injunction, decree or order issued by any adjudicative body against SICC or aSubsidiary except FCC and/or ICC orders issued in the ordinary course oraffecting the Cellular Services industry generally, or those Cellular Servicesoperating in Illinois specifically.

 

2.19         Environmental Matters.

 

(a)           SICCand each Subsidiary has obtained from Governmental Authorities any permits,licenses, authorizations or other consents (“Environmental Permits”) required,if any, under applicable Environmental Law for the operation of theirrespective business as currently conducted.

 

(b)           Forany real property owned or leased by SICC or any Subsidiary (the “Properties”)at which any Hazardous Substance has ever been or is now being generated, used,stored, treated or otherwise managed by SICC or any Subsidiary, each suchactivity has been and is in material compliance with applicable EnvironmentalLaws. No Hazardous Substances have been, or are being, Released, discharged,disposed, placed, or otherwise caused to come to be located on or in the soil,surface water or groundwater in, on or under any of the Properties by SICC or aSubsidiary or, to the Knowledge of SICC and the Shareholders, by any otherPerson that would require reporting under applicable Environmental Laws. NoHazardous Substances have been shipped or transported from any of theProperties for treatment, storage or disposal at any other facility by SICC ora Subsidiary or, to the Knowledge of SICC and any Shareholder, by any otherPerson, except in compliance with Environmental Laws. Neither SICC nor itsSubsidiaries have disposed, stored, treated, or sent for disposal, storage ortreatment, any solid waste, pollutant, contaminant or waste (whether hazardouswaste or other waste), or Hazardous Substances, except in compliance withapplicable Environmental Laws, and then only to a facility which possessed anyrequired permits under all applicable Environmental Laws. There are no, and tothe Knowledge of SICC and any Shareholder never have been any, underground orabove ground storage tanks at any of the Properties. No environmentalremediation or other environmental response is occurring on any of theProperties, nor has SICC or a Subsidiary issued a request for proposal orotherwise asked an environmental remediation contractor to begin plans for suchenvironmental remediation or other environmental response.

 

(c)           Tothe Knowledge of SICC and any Shareholder, no circumstances exist that would form thebasis for (i) any notice of violation of any applicable Environmental Law,or (ii) any notice of any suit, action, claim, liability (contingent orotherwise) or proceeding (whether at law, in equity, or administrative)concerning or related to Environmental Laws that could result in a materialliability with respect to the business or the assets that are the subject of thisAgreement. SICC and the Subsidiaries have never received any notice ofliability as a potentially responsible party under Environmental Laws.

 

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(d)           Forpurposes of this Agreement, the term “Environmental Laws” shall mean allfederal, state, or local laws, statutes, ordinances and regulations relating tothe emission or discharge of pollutants and/or Hazardous Substances or to theenvironment, including without limitation, requirements under the Clean Air Act,Federal Water Pollution Control Act, Resource Conservation and Recovery Act,Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”),the Oil Spill Act, each as amended and in effect from time to time. The term “HazardousSubstances” shall include any substance defined as a Hazardous Substance under Section 101(14)of the Comprehensive Environmental Response Compensation and Liability Act,asbestos, polychlorinated biphenyls, or any substance regulated as hazardous ortoxic under applicable Environmental Laws. The term “Release” shall have themeaning ascribed thereto in CERCLA.

 

(e)           SICCand the Subsidiaries have been and are in material compliance with allapplicable Environmental Laws.

 

2.20         Benefit Arrangements.

 

(a)           Exceptas set forth in Schedule 2.20, neither SICC nor any ERISA Affiliateis or ever has been a party to any collective bargaining agreement oremployment contract, nor have any of them (alone or with one or more entities)ever sponsored, maintained or participated in, nor do any of them currentlysponsor, maintain or participate in, nor have any of them ever contributed toor been obligated to contribute to, nor are any of them currently contributingto or obligated to contribute to, any “employee benefit plan” (within themeaning of Section 3(3) of ERISA) or any deferred compensation,bonus, stock option, stock purchase, retainer, consulting, severance,incentive, employee perquisites, or fringe benefit plan, program, agreement orarrangement (“Benefit Arrangement”). With respect to each Benefit Arrangement,true, correct and complete copies of the following documents have been filed ordistributed in accordance with applicable law and made available to Buyer: (i) allcurrent plan documents and amendments thereto; (ii) Forms 5500 for thethree (3) most recent plan years for which such Forms have been filed; (iii) summaryplan descriptions; (iv) the most recent determination letter received fromthe Internal Revenue Service; and, (v) related trust agreements, insurancepolicies and contracts and other funding or administrative agreements for suchBenefit Arrangements.

 

(b)           SICCand each ERISA Affiliate are and have always been in compliance with theapplicable provisions of ERISA and the Code (including, without limitation,COBRA and the Health Insurance Portability & Accountability Act) andother laws applicable to their Benefit Arrangements. Each Benefit Arrangementthat is intended to be “qualified” within the meaning of Section 401(a) ofthe Code is so qualified.

 

(c)           Nocondition exists as a result of which any of SICC or any ERISA Affiliate wouldhave any liability, whether absolute or contingent, including any obligationsunder any Benefit Arrangement or obligations under federal or state tax laws,with respect to any misclassification of a Person performing services for anyof SICC or an ERISA Affiliate as an independent contractor or leased employeerather than as a common-law employee.

 

(d)           Noaction, suit, proceeding, hearing or investigation with respect to any BenefitArrangement (other than routine claims for benefits) is pending or Threatened. NoBenefit

 

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Arrangement contains anyprovision that would give rise to any accelerated vesting, obligation to fund,increase in benefits, severance, termination or other payments as a result ofthe transactions contemplated by this Agreement (either alone or upon theoccurrence of any additional or subsequent events) or as a result of atermination of employment.

 

2.21         Brokers or Finders.Apart from Daniels & Associates, L.P., neither SICC nor anyShareholder has engaged the services of any brokers or finders in connectionwith the execution and delivery of this Agreement.

 

2.22         Records. Buyer hasbeen provided with access to a copy of SICC’s and the Subsidiaries’ minutebooks and, except as set forth in Schedule 2.22 (a) suchminute books contain true, accurate and complete records of all meetings of, orwritten consents in lieu of meetings executed by, their respective board ofdirectors or other governing bodies (and all committees thereof) and theirrespective equity holders; (b) all actions and transactions taken orentered into by SICC or the Subsidiaries or otherwise requiring action by itsboards of directors or other governing bodies and/or shareholders and equityholders have been duly authorized or ratified as necessary and are evidenced insuch minute books; and, (c) the stock certificate books and stock recordsof SICC and the Subsidiaries are true and complete.

 

2.23         Books of Account. SICC’sand the Subsidiaries books and records are complete and correct and have beenproperly maintained in accordance with normal business practices, andaccurately and fairly reflect all of its properties, assets, liabilities,transactions and appropriate accruals.

 

2.24         IntercompanyContracts; Related Party Matters. (a)     Except as setforth on Schedule 2.24, there are no contracts, understandings,arrangements or commitments between or among SICC and any Subsidiary, Affiliateor the Shareholders. Except as provided in Schedule 2.24(a), noneof the Shareholders, officers or directors of SICC, any Subsidiary, anyShareholder or Affiliate of any of them, is a party to any agreement,understanding or proposed transaction with SICC, any of its Subsidiaries, or,to the Knowledge of SICC and each Shareholder, any Cellular Entity. Except asset forth on Schedule 2.24(a), neither SICC, any of itsSubsidiaries nor, to the Knowledge of SICC and each Shareholder, any CellularEntity has guaranteed or assumed any obligations of, or has any Indebtednessto, their respective officers or directors, or of the Shareholders, or of theAffiliates of any of them and none of the Shareholders or any director,officer, agent or employee of any Shareholder or their Affiliates owes anyIndebtedness to the Company or its Subsidiaries. Except as set forth on Schedule 2.24(a),neither any Shareholder, SICC or any of its Subsidiaries nor any director,officer, agent or employee of any Shareholder, the Company or any of itsSubsidiaries (i) has any direct or indirect financial interest in anysupplier or customer of SICC or its Subsidiaries or (ii) owns, directly orindirectly, in whole or in part, or has any other interest in, any tangible orintangible property or other assets which SICC or any of its Subsidiariescurrently uses in the conduct of their business.

 

(b)           Tothe Knowledge of SICC and each Shareholder, in connection with the operation ofthe business of SICC and its Subsidiaries, neither SICC nor any Subsidiary, norany of their respective Affiliates (including the Shareholders), nor any oftheir respective officers, agents or employees has (i) made any unlawfulcontributions, gifts, entertainment or other

 

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unlawful expenses, (ii) madeany unlawful payment to any governmental official, (iii) established ormaintained any unrecorded fund or made any false entry on the books and recordsof the businesses or of SICC or Subsidiary, or (iv) made any bribe, rebate,kickback or similar unlawful payment or given a gift that is not deductible forfederal income tax purposes.

 

2.25         Accounts Receivable.The accounts receivable of SICC and each of the Subsidiaries as stated in theSICC Financial Statements are actual and bona fide receivables representingobligations for the total dollar amount of such receivables as shown on itsbooks that resulted from the regular course of business. Such receivables arefully collectible in accordance with their terms, subject to the billing write-offstaken by SICC on a historical basis and are subject to no counterclaim, offsetor reduction of any nature except for the amounts, if any, set forth on Schedule 2.25.

 

2.26         CALEA Compliance. Exceptas set forth on Schedules 2.11(a) and 2.11(b), SICC is incompliance with the FBI’s current CALEA requirements and is not in violation ofany statute, regulation, rule or requirement associated with CALEA.

 

2.27         First Refusal Rights.

 

(a)           Eachof the Shareholders, by their signatures on this Agreement, hereby waive andrelinquish their respective First Refusal Rights as set out in the Pre-IncorporationSubscription and Partial Cross-Market Settlement Agreement dated March 15,1989 as such rights relate to the transfer of Shares pursuant to thisAgreement.

 

(b)           Exceptas set forth on Schedule 2.27  neither the execution of this Agreement or anyRelated Agreement nor the performance of any of the transactions contemplatedhereby or thereby will create, result in or otherwise trigger any First RefusalRight.

 

(c)           Schedule 2.27sets forth with respect to each First Refusal Right (i) the CellularEntity and Cellular Interests to which it relates; (ii) the sections ofthe applicable agreement that govern the terms and conditions of the FirstRefusal Right; (iii)  the name of each First Refusal Right Holder or otherPerson (including the Cellular Entity) entitled to receive notice of such FirstRefusal Right and its applicable participation percentage, (iv) theaddress to which any notice of any First Refusal Right must be sent; (v) theoffer price (prior to giving effect to any over-subscription or similar rightsin the event that any holder of a Third Party Interest fails to exercise itsFirst of Refusal Rights in full) payable by each First Refusal Right Holder asa result of the First Refusal Right, (vi) any other material terms andconditions that must be contained in an Offer Notice; and, (vii) the timeperiod, if any, by which an Offer Notice must be given to any Person.

 

2.28         Labor Matters.

 

(a)           Except as set forth on Schedule 2.28(a),none of the following is presently pending or, to the Knowledge of SICC andeach Shareholder, Threatened against SICC or its Subsidiaries: (a) anymaterial unfair labor practice charges, complaints, disputes or proceedings, orrepresentation elections, petitions or demands; (b) grievances orarbitration demands arising pursuant to any collective bargaining agreement; (c) anymaterial claims, charges, complaints or

 

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otherproceedings alleging wrongful discharge, unlawful retaliation, or employmentdiscrimination of any nature; (d) union organizing effort; (d) slowdown,work stoppages, strikes, lockouts or other similar concerted action byemployees of SICC or its Subsidiaries. None of the employees of SICC or itsSubsidiaries are represented by a labor union or labor organization and none ofSICC or any Subsidiary is subject to any collective bargaining agreementcovering any employee.

 

(b)           Neither SICC nor any ofits Subsidiaries has any liabilities under the Worker Adjustment and RetrainingNotification Act (the “WARN Act”) as a result of any action taken by SICC orits Subsidiaries.

 

(c)           SICC and itsSubsidiaries are in material compliance with all applicable laws respectingemployment and employment practices, terms and conditions of employment andwages and hours, and unfair labor practices.

 

2.29         Subscribers; RatePlans; Form of Agreements. As of December 31, 2005, the aggregatenumber of Postpay Subscribers was not fewer than [****].(4)  Schedule 2.29sets forth a true, correct and complete (a) description of the terms ofeach rate plan and promotion still in effect that has been offered by SICC andits Subsidiaries in their businesses since January 1, 2004, (b) descriptionof the products and services provided to subscribers of the businesses inaddition to basic voice cellular; and, (c) copy of each form ofsubscriber agreement used in the businesses during the 24 month periodpreceding the date hereof.

 

2.30         Towers.

 

(a)           Schedule 2.30(a) setsforth a list of all Towers, including for each Tower the address and height andwhether the Tower is located on real property owned or leased by SICC or aSubsidiary. Except as disclosed on Schedule 2.30(a), (i) eachof the Towers has an engineered foundation and is a steel structure and (ii) allimprovements on the real property at the sites on which the Towers are located(such real property and improvements thereon are referred to collectivelyherein as the “Tower Sites”) are in compliance in all material respects withall applicable laws, including, without limitation, all rules, regulations andorders of the FCC and the United States Federal Aviation Administration, andapplicable title covenants, conditions, restrictions and reservations necessaryto conduct the business of SICC and its Subsidiaries.

 

(b)           Theutility services available to each Tower Site are adequate for the present useof such Tower Site by SICC or its applicable Subsidiary and any third party whois a tenant of SICC or any Subsidiary using the Tower Sites, are being suppliedby utility companies, and to the Knowledge of SICC and each Shareholder thereis no condition, individually or in the aggregate, which will result in thetermination of the present access from such Tower Site to such utilityservices.

 

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(4) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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(c)           SICCor its applicable Subsidiary has obtained all easements and rights of way thatare reasonably necessary to provide vehicular and pedestrian ingress and egressto and from each of the Tower Sites for the conduct of their business. Nolitigation, arbitration, investigation or other proceeding is pending or, tothe Knowledge of SICC or each Shareholder, Threatened which, individually or inthe aggregate, would have the effect of terminating or materially limiting suchaccess.

 

2.31         Roaming.

 

(a)           Schedule 2.31(a) containsa true, correct and complete:

 

(i)            list ofthe five Commercial Mobile Service providers (“Roaming Partners”) for whichSICC and its Subsidiaries (on a consolidated basis) recognized the most RoamingRevenue during the calendar year ending December 31, 2005;

 

(ii)           themonthly amount of Roaming Revenues applicable thereto for each Roaming Partnerduring the calendar year ending December 31, 2005;

 

(iii)          themonthly number of minutes of Cellular Service provided by SICC or anySubsidiary to subscribers of the Roaming Partners for each Roaming Partnerduring the calendar year ending December 31, 2005;

 

(iv)          the monthlyamount of Roaming Expenses for each Roaming Partner for the year 2005;

 

(v)           the monthlynumber of minutes of Commercial Mobile Service provided by the Roaming Partnersto subscribers of SICC or its Subsidiaries for each Roaming Partner during thecalendar year ending December 31, 2005;

 

(vi)          the monthlyamount of Roaming Revenues and Roaming Expenses applicable to each CommercialMobile Service provider (other than the Roaming Partners) for the year 2005;

 

(vii)         themonthly number of minutes of Cellular Service provided by SICC and itsSubsidiaries to subscribers of all other Commercial Mobile Service providers(other than the Roaming Partners) for the year 2005;

 

(viii)        themonthly amount of minutes of Commercial Mobile Service provided by all otherCommercial Mobile Service providers (other than the Roaming Partners) tosubscribers of SICC or its Subsidiaries for each Commercial Mobile Serviceprovider for the year 2005; and,

 

(ix)           list ofeach agreement, contract or commitment (including, without limitation, allamendments, supplements and modifications thereto and waivers in effect thereunder,and if any such amendment, supplement, modification or waiver that is oral,then a written summary thereof) for roaming services with each Roaming Partner.

 

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Buyer acknowledges thatall of the information set forth on Schedule 2.31(a) and asspecified above is subject to periodic and customary adjustments from time totime that are inherent in the roaming billing and settlement process within theindustry.

 

(b)           Otherthan as set forth on Schedule 2.31(b) and as otherwiseprovided below, neither SICC nor any Subsidiary has an obligation, requirementor commitment of any kind or description whatsoever (whether written or oral)to load any SID or BID of any Commercial Mobile Service provider into any cellularhandsets, including any cellular handsets possessing tri-mode capabilities,sold or licensed, or that may be sold or licensed in the future, by SICCor any Subsidiary or to send or deliver any amount of roaming traffic orrevenue to any Person, including the Roaming Partners. Notwithstanding theforegoing, Buyer acknowledges that SICC and its Subsidiaries receive SID andBID loads on a regular basis, and take prompt action to load them as soon asreasonably possible.

 

(c)           Exceptas set forth on Schedule 2.31(c), there are no claims, actions ordisputes pending, or to the Knowledge of SICC and each Shareholder Threatened,between SICC or any Subsidiary and any other Person, including the RoamingPartners, with regard to roaming charges, including any claim of overchargingor undercharging.

 

2.32         VizaPartnership Put Option. The parties acknowledge that SIRP may beobligated to the FCC for “unjust enrichment” payments pursuant to the rules andregulations of the FCC relating to the put option regarding the Viza WirelessLimited Partnership exercised by Zagarri Holdings, Inc. on January 20,2006. These payments, if any, will either be paid out of Working Capital prior to Closing or, in the event notpaid prior to Closing, reflected as a current liability in the Closing DateStatement. Neither Buyer nor SICC, nor any of their respective Subsidiaries,will be subject to any liability or obligation of any nature whatsoever to theFCC for any such “unjust enrichment” payments made after the Closing, unlesssuch payments are reflected as a current liability in the Closing DateStatement.

 

2.33         Disclosure. Norepresentations or warranty made by SICC or any of the Shareholders in thisAgreement and no statement made in any document, schedule or exhibit referredto herein and furnished by SICC or the Shareholders contains or will containany untrue statement of a material fact, or omits or will omit to state amaterial fact necessary to make the statements contained therein, in light ofthe circumstances in which they were made, not misleading. Neither SICC nor anyShareholder has Knowledge of any fact relating to SICC or any Subsidiary, ortheir respective business, property, operations, or condition (financial orotherwise), that has not been disclosed to Buyer and which materially adverselyaffects SICC or any Subsidiary, or which would prevent SICC or the Shareholdersfrom completing the transactions contemplated by this Agreement.

 

**ARTICLE 3REPRESENTATIONS AND WARRANTIES OF BUYER**

** **

Buyerrepresents and warrants to SICC and the Shareholders as follows:

 

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3.1           Organization andCorporate Power. Buyer (a) is a corporation duly organized, validlyexisting and in good standing under the laws of the State of Delaware, (b) isqualified to do business as a foreign corporation in each jurisdiction in whichsuch qualification is required, except where the failure to so qualify wouldnot reasonably be expected to have a material adverse effect on Buyer, and (c) hasall required corporate power and authority to own or lease its properties andassets and to carry on its business as presently conducted. Subject to receiptof the required Consents, Buyer has all required corporate power and authorityto enter into and perform this Agreement and the Related Agreements andthe transactions contemplated hereby and thereby.

 

3.2           Authorization; NoContravention. The execution and delivery of, and performance by Buyer ofits obligations under, this Agreement and the Related Documents and thedelivery of the Purchase Price have been duly authorized by all requisitecorporate action, and, except as otherwise may be specifically provided inthis Agreement, each of this Agreement and the Related Documents to which Buyeris a party constitutes the legal, valid and binding obligation of Buyer,enforceable in accordance with its terms, except as such enforceability may belimited by bankruptcy, insolvency, reorganization, moratorium, fraudulentconveyance or other similar laws affecting the enforcement of creditors’ rightsgenerally, and general principles of equity and the availability of equitableremedies. Buyer’s execution and delivery of this Agreement and the RelatedDocuments, and its performance of the transactions contemplated hereby and thereby,will not: (a) violate, conflict with or result in a any breach or default(with or without notice or lapse of time or both) or give rise to any right oftermination, modification, cancellation, prepayment, or acceleration of anyobligation or to the loss of a material benefit under any contract, instrument,agreement, indenture, obligation or commitment to Buyer is a party or by whichit or its assets are bound, any provision of Buyer’s Bylaws or Articles ofIncorporation, or the creation of any lien, charge or encumbrance of any natureupon any of the properties or assets of Buyer; (b) violate or result in aviolation of, or constitute a default under, any provision of any law, statute,ordinance, regulation or rule, or any decree, judgment or order of, or anyrestriction imposed by, any court or other federal, state or local governmentalagency upon any of the properties or assets of Buyer or its Subsidiaries; or (c) requireany notice to, filing with, or consent or approval of any Governmental Authorityor other third party which will not, prior to the Closing, have been duly andproperly given, made or obtained.

 

3.3           Brokers or Finders.Except for Stephens Inc., Buyer has not engaged the services of any brokers orfinders in connection with the execution of this Agreement, and Buyer shall besolely responsible for all fees of Stephens Inc.

 

3.4           Litigation. Thereis no investigation, complaint, action, suit or proceeding at law or in equityor by or before any governmental instrumentality or other agency now pendingagainst Buyer or any director, officer or key employee of Buyer which has areasonable possibility of hindering the enforceability or performance of thisAgreement or any action taken or to be taken pursuant hereto, nor to theKnowledge of Buyer has there occurred any event or does there exist anycondition on the basis of which any such litigation, proceeding orinvestigation might properly be instituted. There is no outstanding judgment,injunction, decree or order issued by any governmental instrumentality or otheragency (including, without limitation, the FCC and the ICC) against Buyer whichhas a reasonable possibility of hindering

 

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theenforceability or performance of this Agreement or any action taken or to betaken pursuant hereto.

 

3.5           InvestmentRepresentation Statement. Buyer is an “accredited investor,” as that termis defined in Regulation D promulgated by the Securities and ExchangeCommission (“SEC”). Buyer acknowledges that the Shares are restrictedsecurities that may not be resold or otherwise distributed except uponregistration thereof with the SEC and any applicable state securitiesregulatory agencies or pursuant to an available exemption. Buyer will acquirethe Shares at the Closing for its own account, for investment and not with aview to the distribution thereof. Buyer acknowledges having had access to theShareholder’s virtual data room, including all of the documents identified onattached Schedule 3.5, and further acknowledges having received andhad full opportunity to review any additional documents requested by Buyer(which, together with the documents identified on Schedule 3.5, arereferred to as the “Diligence Documents”). Buyer further acknowledges havinghad the opportunity to review the Diligence Documents with Buyer’s legal, tax,regulatory and other advisors, and thereafter having had full opportunity todiscuss all of Buyer’s questions with the management of SICC and eachSubsidiary and having received satisfactory answers to all such questions. Notwithstandingthe foregoing, the Buyer shall be entitled to rely upon the representations,warranties, covenants and agreements of SICC and the Shareholders contained inthis Agreement and the Related Agreements or in any document, agreement orcertificate delivered by or on behalf of SICC or a Shareholder pursuantthereto.

 

3.6           Disclosure. Norepresentations or warranty made by Buyer in this Agreement and no statementmade in any document, schedule or exhibit referred to herein andfurnished by Buyer contains or will contain any untrue statement of a materialfact, or omits or will omit to state a material fact necessary to make thestatements contained therein, in light of the circumstances in which they weremade, not misleading. Buyer has no Knowledge of any fact relating to Buyer, orits business, property, operations, or condition (financial or otherwise), thathas not been disclosed to SICC and each Shareholder which would prevent Buyerfrom undertaking and completing the transactions contemplated by thisAgreement.

 

3.7           Financial Ability toPerform. Buyer currently has the financial ability to perform all ofits obligations under this Agreement, and warrants that all cash required topay the Purchase Price at Closing is currently available to Buyer withoutcondition or contingency.

 

**ARTICLE 4BUYERS’ CONDITIONS OF CLOSING**

** **

Theobligations of the Buyer hereunder shall be subject to compliance by SICC andthe Shareholders with their agreements herein contained and to the fulfillmentto the satisfaction of or waiver in writing by Buyer on or before the ClosingDate of the following conditions:

 

4.1           Certificate. (a)       Therepresentations and warranties of SICC and the Shareholders (i) containedin this Agreement (other than those contained in Sections 2.1, 2.2, 2.3, 2.4,2.5, 2.6(b), 2.12 and 2.27(b) shall be true and correct in all respects(in

 

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thecase of any such representation or warranty containing any materialityqualification) or in all material respects (in the case of any suchrepresentation or warranty without any materiality qualification), in each casewith the same force and effect as though such representations and warrantieshad been made on and as of the Closing and (ii) contained in Sections 2.1,2.2, 2.3, 2.4, 2.6(b), 2.12 and 2.27(b) shall be true and correct in allrespects with the same force and effect as though such representations andwarranties had been made on and as of the Closing.

 

(b)           SICCand the Shareholders shall have performed and complied with all agreements,covenants and conditions contained herein that are required to be performed orcomplied with by them on or before the Closing Date.

 

(c)           Onthe Closing Date one or more certificates to the effect of the matters setforth in clauses (a) and (b) of Section 4.1 shall be executed byan Officer of SICC and by the Shareholders and delivered to Buyer.

 

4.2           Delivery ofDocuments. SICC and the Shareholders shall have executed and delivered toBuyer (or shall have caused to be executed and delivered to Buyer, asapplicable, by the appropriate Persons) the following, all of which shall bereasonably satisfactory to Buyer:

 

(a)           Acertified true, correct and complete copy of resolutions of SICC’s Board ofDirectors, approving this Agreement and all Related Agreements and alltransactions contemplated by this Agreement and the Related Agreements;

 

(b)           Atrue, correct and complete copy of SICC’s and each Subsidiary’s charterdocuments certified as of a date within ten (10) business days of theClosing Date by the appropriate Secretary of State and as of the Effective Timeby the secretary of each entity;

 

(c)           Atrue, correct and complete copy of the Bylaws of SICC and the Subsidiariescertified by the secretary of each entity;

 

(d)           Acertificate issued by the Secretary of State of Illinois as of a date withinten (10) business days of the Closing Date certifying that each of SICCand the Subsidiaries is in good standing;

 

(e)           Stockcertificates representing all Shares, duly endorsed for transfer andaccompanied by any required transfer tax stamps, if applicable under Illinoislaw;

 

(f)            TheEscrow Agreement, executed by SICC, the Shareholders and the Escrow Agent.

 

(g)           anunconditional release executed by each Shareholder and effective as of theEffective Time of all rights and claims against SICC or its Subsidiaries orAffiliates (other than claims against Buyer under this Agreement and anyRelated Documents) in the form attached as Schedule 4.2(g).

 

(h)           Atrue, correct and complete copy of the corporate minute books of the Companyand its Subsidiaries, certified by the secretary of each entity.

 

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(i)            allother documents, certificates, instruments or writings required to be deliveredby SICC or the Shareholders at or prior to Closing under this Agreement or anyRelated Agreement and such other instruments and certificates as may bereasonably requested by the Buyer.

 

4.3           Opinion of Counsel.Buyer shall have received the favorable written opinions dated the Closing Dateof: (a) counsels for each of the Shareholders; and, (b) counsel forSICC with respect to FCC and related matters, substantially in the formsattached hereto as Schedules 4.3(a) and 4.3(b), respectively.

 

4.4           Regulatory Matters;Consents.

 

(a)           TheFCC and, if required by law the ICC, shall have approved the consummation ofthe transactions contemplated hereby and such approvals shall (i) be freeof any terms, conditions or restrictions that are reasonably unacceptable toBuyer, and (ii) have become Final Orders and shall remain in full forceand effect.

 

(b)           Theapproval of any other Governmental Authority and receipt of the Consentsrequired for the consummation of the transactions contemplated hereby shallhave been obtained free of any terms, conditions or restrictions that arereasonably unacceptable to Buyer and remain in full force and effect and allapplicable waiting periods under the HSR Act shall have expired or beenterminated.

 

4.5           Litigation. Thereshall not be in effect any order, injunction or decree at law or in equity orby or before any governmental or administrative instrumentality or other agencyof competent authority, or before any court or similar tribunal of competentauthority, which enjoins, prohibits or restrains the consummation orperformance, as the case may be, of this Agreement, the RelatedAgreements, the Closing or any action taken or to be taken pursuant to thisAgreement.

 

4.6           Properties. Buyershall have received, if requested by Buyer and, except as provided in Section 6.20,at its sole expense, title insurance and surveys in form and substancereasonably satisfactory to Buyer on all real property owned by SICC and theSubsidiaries. Buyer shall have received, if requested by Buyer and, except asprovided in Section 6.20, at its sole expense, Phase I environmentalassessments in form and substance reasonably satisfactory to Buyer on allreal property owned or leased by SICC and the Subsidiaries. If Buyer determinesto obtain title insurance, surveys and/or Phase I environmentalassessments, Buyer agrees it shall order the same within ten (10) daysafter the execution of this Agreement and shall arrange to have all of the samedelivered to and reviewed by Buyer no later than forty-five (45) days after theexecution of this Agreement; *provided, however*,that the results of any of the foregoing shall have no effect on the Closingunless, and then only to the extent, they evidence a breach of the warrantiesand representations of SICC and/or the Shareholders under this Agreement. Iffor any reason Closing does not occur hereunder, Buyer agrees to provide to theShareholders, at no expense to SICC or the Shareholders, copies of any Phase IEnvironmental Assessments obtained hereunder.

 

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4.7           AdverseChanges. From the date hereof through Closing, and without regard to theregulatory approvals described in Section 5.4(a), actions taken inaccordance with the written request of Buyer, undertaken in accordance with theexpress terms of this Agreement, or actions taken by any Governmental Authorityaffecting the Cellular Services industry generally or those Cellular Servicesoperating in Illinois generally, there shall have been: (a) no materialadverse change in the assets and properties, business operations, liabilities,financial condition, or results of operation of SICC or the Subsidiaries; and, (b) nomaterial damage to the assets and properties of SICC or the Subsidiaries causedby fire, flood, casualty, act of God or the public enemy or other cause, theloss of any of which is not adequately covered by insurance. For the purposes of this Section 4.7such changes and/or damage shall not be material unless the aggregate valuethereof exceeds $500,000; and, provided further that neither (a) theeffects of any events, circumstances or conditions resulting from changes,developments or circumstances in worldwide or national conditions (political,economic, or regulatory) that generally adversely affect the local, regional ornational market for Cellular Services or that generally adversely affectcompanies engaged in the telecommunications business (including proposedlegislation or regulation by any governmental or regulatory body or theintroduction of any technological changes in the telecommunications industry), (b) anyeffects of competition resulting from the offering of personalcommunication services or other wireless telecommunications services, nor[****](5) will constitute a material adverse change.

 

4.8           Directors andOfficers. SICC shall have delivered resignations of all directors andofficers of SICC and the Subsidiaries whose resignation is requested by Buyerto be effective as of the Closing Date. Buyer shall provide a written list ofrequested resignations to SICC and the Shareholders no later than five daysprior to the Closing Date.

 

4.9           Subscribers. Onthe Closing Date, the SICC and its Subsidiaries shall have no fewer than [****](6) PostpaySubscribers. SICC shall be deemed to be in compliance with this Section 4.9if SICC and its Subsidiaries spends on an average monthly basis at least [****](7) foradvertising and promotional activities, consistent with past practice for thesame months in 2005, for the period from the execution of this Agreementthrough the Closing Date. SICC agrees it shall not reduce its currentcommission structure and will continue to offer sales subsidies in a mannerconsistent with past practices.

 

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(5) Materialomitted pursuant to a request for confidential treatment under Rule 24b-2of the Exchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

(6) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

(7) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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**ARTICLE 5THE SHAREHOLDERS’ CONDITIONS OF CLOSING**

** **

TheShareholders’ obligations hereunder shall be subject to Buyer’s compliance withits agreements herein contained and to the fulfillment to the satisfaction ofor waiver in writing by at least four (4) of the Shareholders on or beforethe Closing Date of the following conditions:

 

5.1           Certificate. Therepresentations and warranties of Buyer contained in Article III of thisAgreement shall be true and correct in all material respects with the sameforce and effect as though such representations and warranties had been made onand as of the Closing Date; Buyer shall have performed and complied with allagreements, covenants and conditions contained herein that are required to beperformed or complied with by it on or before the Closing Date; and, on theClosing Date one or more certificates to such effect executed by the ExecutiveVice President of Buyer shall be delivered to the Shareholders.

 

5.2           Delivery ofDocuments. Buyer shall have executed and delivered to the Shareholders (orshall have caused to be executed and so delivered by the appropriate Persons)the following:

 

(a)           Acertificate issued by the Secretary of State of Delaware certifying that Buyeris validly existing in such state;

 

(b)           TheEscrow Agreement, executed by Buyer.

 

(c)           Allother documents, certificates, instruments or writings required to be deliveredby Buyer at or prior to Closing under this Agreement or any Related Agreement,and such other instruments and certificates as may be reasonably requestedby the Shareholders.

 

5.3           Opinion of Counsel.The Shareholders shall have received the favorable written opinion of counselto Buyer dated as of the Closing Date, substantially in the form attachedhereto as Schedule 5.3.

 

5.4           Regulatory Matters;Third Party Contracts.

 

(a)           TheFCC and, if required by law the ICC, shall have approved the consummation ofthe transactions contemplated hereby and such approvals shall have becomeFinal Orders and remain in full force and effect.

 

(b)           Theapproval of any other Governmental Authority and the receipt of the Consentsrequired for the consummation of the transactions contemplated hereby shallhave been obtained and all applicable waiting periods under the HSR Act shallhave expired or been terminated.

 

5.5           Litigation. Thereshall not be in effect any order, injunction or decree at law or in equity orby or before any governmental or administrative instrumentality or other agencyof competent authority, or before any court or similar tribunal of competentauthority, which enjoins, prohibits or restrains the consummation orperformance, as the case may be, of this Agreement, the RelatedAgreements, the Closing or any action taken or to be taken pursuant to thisAgreement.

 

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5.6           Consideration. Buyershall have paid the Purchase Price, in the manner contemplated by Section 1.2,as adjusted in accordance with Section 1.4.

 

**ARTICLE 6MUTUAL COVENANTS**

** **

Untilthe Closing Date, and to the extent otherwise agreed in this Article 6 forperiods after the Closing Date, each of Buyer, SICC and the Shareholders agreethat, except with the prior written consent of Buyer, which shall not beunreasonably withheld, they shall act, or refrain from acting where so required,and SICC and the Shareholder shall cause the Subsidiaries to so act or refrainfrom acting, to comply with the following:

 

6.1           Regular Course ofBusiness.

 

## (a)           Generally. SICC shall operate its business and thebusiness of the Subsidiaries in the ordinary course and consistent with pastpractices. Without limiting the generality of the foregoing, SICC shall:

##  

(i)            Maintainall of its properties and the Subsidiaries’ property in customary repair, orderand condition;

 

(ii)           Maintain(except for expiration due to lapse of time or cancellation by another partypursuant to the terms thereof) in the ordinary course of business all leases,contracts, agreements, understandings and commitments (whether written or oral)in effect without change, modification or termination except as expresslyprovided herein;

 

(iii)          Complywith the provisions of all laws, regulations and orders of GovernmentalAuthorities and all Franchises and FCC Licenses applicable to each of SICC andthe Subsidiaries and the conduct of their respective businesses;

 

(iv)          Fundand complete capital expenditures in accordance with Schedule 6.1(a);

 

(v)           usecommercially reasonable efforts to preserve intact the services of itsemployees, agents, dealers, distributors and resellers;

 

(vi)          conduct and,as applicable, continue the rate plans and promotions as disclosed on Schedule 2.29;

 

(vii)         maintaincustomer service operations in the ordinary course of business consistent withpast practice, and refrain from changing any policies or practices relating tocustomer service in any material manner;

 

(viii)        usecommercially reasonable efforts to maintain all of its right, title andinterest in and to, and the validity of, the FCC Licenses and its othergovernmental authorizations and not engage in any transactions or take anyaction or omit to take any action which will or would reasonably be likely toadversely affect any right, title or

 

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interestin and to, or the validity of, any of the FCC Licenses or other governmentalauthorizations;

 

(ix)           notmaterially change any policies or procedures with respect to the classificationor treatment of disconnects or the granting of adjustments to subscriberaccounts;

 

(x)            maintainlevels and types of Inventory in the ordinary course of business consistentwith past practice, and not capitalize the costs of cellular handsets oraccessories or any marketing, advertising or similar costs related to theacquisition of subscribers;

 

(xi)           notterminate, amend, modify or waive any terms or conditions of any agreement,contract or commitment for roaming services (including, without limitation, theagreements, contracts or commitments with Roaming Partners) or fail to perform,enforce, or exercise any material rights or obligations thereunder; and,

 

(xii)          [****](8)

 

(b)           Insurance.SICC and each Subsidiary shall maintain in full force and effect its insurancepolicies with the coverage and in the amounts set forth on Schedule 2.16.

 

(c)           Claims.SICC shall promptly notify Buyer of any actions, lawsuits or investigationsthat may be commenced against it or a Subsidiary and any material claimsor complaints that may be lodged or Threatened against it or a Subsidiaryor that otherwise come to the Knowledge of SICC and each Shareholder.

 

(d)           Supplement.From time to time prior to the Closing Date, SICC and the Shareholders shallpromptly notify Buyer of any changes with respect to the information set forthin this Agreement or the Schedules hereto and of any matters hereafterarising which, if in existence at the date hereof, would have been required tobe set forth in this Agreement or the Schedules hereto. No informationprovided to Buyer pursuant to this Section 6.1(d) shall be deemed toconstitute a change, modification or amendment of any representation orwarranty herein or Schedule hereto or any other provision contained inthis Agreement unless such updated information shall be acceptable to Buyer inits sole discretion and such acceptance is expressly set forth in a written amendmentto this Agreement or the relevant Schedule pursuant to Section 12.1hereof. Such amendment shall, except to the extent otherwise expressly setforth therein, be deemed a waiver by Buyer of any breach of any suchrepresentation, warranty or other provision to which such update relates.

 

6.2           Amendments. Nochange or amendment shall be made to the Certificates of Incorporation orBylaws of SICC or any Subsidiaries, or shall be agreed to by SICC, anySubsidiary or any Shareholder with respect to the governing documents of anyother Cellular 

 

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(8) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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Entity, and neither SICCnor any Subsidiary shall merge into or consolidate with any other Person orchange the character of its business.

 

6.3           Capital Changes.Neither SICC nor any Subsidiary shall issue, sell, purchase or redeem anyshares of its capital stock of any class or issue or sell any securitiesconvertible into, or options, warrants or other rights to subscribe for, anyshares of its capital stock, nor shall SICC, any Subsidiary or the Shareholdersagree to any such action with respect to any other Cellular Entity. TheShareholders shall not sell, pledge or otherwise encumber any of the Shares orthe Cellular Interests and SICC and its Subsidiaries shall not sell, pledge orotherwise encumber the shares of the Subsidiaries or the Cellular Interests.

 

6.4           Borrowing. SICCshall not incur, assume or guarantee any Indebtedness other than borrowingsunder its existing credit facility with CoBank.

 

6.5           Property. NeitherSICC nor any Subsidiary shall (a) sell, license, lease, transfer, orotherwise dispose of any of its assets or properties (including the CellularInterests), except for the disposition of obsolete items of personal propertyor used items of personal property that are being replaced in the ordinarycourse of business, and in both events consistent with past practices, or allowany of such assets or properties (including the Cellular Interests) to becomesubject to a Lien other than a Permitted Lien, and neither SICC, anyShareholder nor any Subsidiary will agree to any such action with respect toany other Cellular Entity or (b) declare, set aside or pay any noncashdividend or make any noncash distribution with respect to the capital stock,limited partner interests, general partner interests, membership interests,units or other equity or similar interests of SICC or any Cellular Entity.

 

6.6           Other Changes. Exceptas set forth in Schedule 6.6, as provided elsewhere in thisAgreement, or as permitted in writing by Buyer, neither SICC nor any Subsidiaryshall, and nor shall SICC, any Subsidiary or Shareholder agree to any of thefollowing with respect to a Cellular Entity:

 

(a)           Enterinto or terminate any agreement or transaction, make any commitment or incurany obligation other than in the ordinary course of business consistent withpast practice;

 

(b)           Makeany tax election or settle or compromise any federal, state, local taxliability material to SICC or any Cellular Entity;

 

(c)           Pay,discharge, or satisfy any claims, liabilities, or obligations (whether accrued,absolute, contingent, unliquidated, or otherwise, and whether asserted orunasserted), other than the payment, discharge, or satisfaction of monetaryobligations in (A) the ordinary course of business consistent with pastpractice, or (B) accordance with the terms of (i) liabilitiesreflected or reserved against in the SICC Financial Statements, or (ii) incurredsince the dates thereof in the ordinary course of business consistent with pastpractice; provided, however, that SICC and/or any Subsidiary may prepayany long-term Indebtedness owed to CoBank without the incurrence of additionalIndebtedness; and, provided further, no such payments shall be made tothe Shareholders or any other their Affiliates.

 

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(d)           Waive,release, grant, or transfer any rights of value, other than in the ordinarycourse of its business consistent with the past practice;

 

(e)           Changeany of the accounting principles or practices used by it, except for any changerequired by reason of a concurrent change in GAAP and notice of which is givenin writing to Buyer;

 

(f)            Enterinto any agreement providing for the acceleration of payment or performance orother consequence as a result of the change of control of SICC;

 

(g)           Awardor pay any bonuses to officers, directors or employees in excess of awards orbonuses historically paid; or

 

(h)           Takeany action or fail to take any action that would make any of therepresentations or warranties of SICC contained in this Agreement untrue orinaccurate at any time from the date of this Agreement or would result in anyof the conditions set forth in this Agreement not being satisfied.

 

6.7           Interim Information.(a)       SICCshall supply Buyer with a copy of its internal unaudited monthly financialstatements within twenty-five (25) days after the end of each month, commencingwith the month of signing of this Agreement, and shall provide Buyer with SICC’sconsolidated audited financial statements that include all entities except forRSA 6 & 7 as of and for the period ended December 31, 2005 by March 15,2006, and SICC’s consolidated audited financial statements that include allentities as of and for the period ended December 31, 2005 within areasonable time after the financial information from RSA 6 & 7 is availableto SICC and its auditors.

 

(b)           SICCshall, and shall cause each of its Affiliates to, (i) give Buyer and itsemployees, agents and representatives reasonable access during all reasonabletimes to the books and records, facilities and assets of SICC and the CellularEntities or used in their business, (ii) provide such financial andoperating data and other information as Buyer may reasonably request and (iii) makeavailable, at and for reasonable locations and times, each of the officers,employees, agents and representatives of SICC and its Affiliates in order tofacilitate transfer and transitional matters.

 

6.8           Compensation. Exceptas disclosed on Schedule 6.8, SICC and its Subsidiaries shall notincrease the compensation (in whatever form) or the benefits payable or tobecome payable to any officer, director, consultant, or employee, except forincreases in salaries for employees for the year 2006 consistent with pastpractice and in amounts (individually and in the aggregate) not be more than thestandard, customary increases given to such employees in years prior to 2006.

 

6.9           Consents andAuthorizations. Buyer and SICC shall, within ten (10) days after theexecution of this Agreement, complete the filing of the application to obtainFCC approval and any required ICC approval of the transactions contemplatedhereby. Buyer and SICC shall diligently pursue and use reasonable efforts toobtain such consents, waivers and authorizations as promptly as practicableafter the date hereof, each at its own cost and expense.

 

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6.10         Notice of Transfer.Buyer and SICC shall cooperate in providing any required notices to theappropriate Governmental Authority regarding any issues of ownership or controlor change thereof (including any such issues relating to the Franchises).

 

6.11         Further Assurances.On the terms and subject to the conditions of this Agreement, the partieshereto shall use reasonable efforts at their own expense to take, or cause tobe taken, all actions, and to do, or cause to be done, all things necessary,proper or advisable under applicable regulations to consummate and makeeffective as promptly as possible the transactions contemplated by thisAgreement, and to cooperate with each other in connection with the foregoing,including, without limitation, using reasonable efforts to (a) obtain allnecessary waivers, consents and approvals from other parties to loanagreements, leases, mortgages and other contracts; (b) obtain allnecessary consents, approvals and authorizations as are required to be obtainedunder any judgment, decree, order, law, statute, ordinance, rule or anyregulations or in connection with any Franchises; and, (c) fulfill allconditions to the obligations of the parties under this Agreement. Each of theparties hereto further covenants and agrees that he, she or it shall usereasonable efforts to prevent a Threatened or pending preliminary or permanentinjunction or other Order. Notwithstanding the foregoing or anything containedin this Agreement to the contrary, in no event shall Buyer be required to, orSICC or any Subsidiary be permitted to, agree to any divestiture of anybusinesses, assets or product lines of the Buyer, SICC, or any of theirrespective Subsidiaries in order to enable or obtain any FCC Consent or anyapproval of a third party or Governmental Authority under any antitrust law orother legal requirement that is necessary to consummate the transactionscontemplated by this Agreement or any Related Agreement.

 

6.12         Consents.

 

(a)           Eachof the parties hereto shall act promptly to prepare and file all requiredrequests for, and use reasonable efforts to obtain all waivers, authorizations,Consents and approvals of all Persons and Governmental Authorities necessary,proper or advisable in connection with the consummation of the transactionscontemplated by this Agreement prior to the Closing Date. The parties shall: (i) cooperateto promptly file any notification required to be filed under the HSR Act toconsummate the transactions contemplated hereby within ten (10) days ofthe execution of this Agreement; (ii) request early termination of thewaiting period thereunder; and, (ii) use all commercially reasonableefforts to comply as promptly as practicable with any request made pursuant tothe HSR Act for additional information.

 

(b)           Allapplications and notices filed with any Governmental Authority will comply inall material respects with all requirements of law. The parties shalldiligently and jointly prosecute all such applications and take all suchactions and give all such notices as may be required or requested by theFCC or any other Governmental Authority or as may be appropriate in aneffort to expedite the grant of such consents by the FCC or such GovernmentalAuthority. The parties agree to cooperate with each other in connection witheither party’s efforts to satisfy applicable regulatory requirements inconnection with the transactions contemplated by this Agreement, each at itsown cost and expense.

 

(c)           Exceptto the extent prohibited by requirements of law, each of the parties heretoshall provide to each of the other parties hereto copies of all filings andmaterial correspondence

 

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with all GovernmentalAuthorities with respect to the applications and notices described in this Article 6.SICC shall promptly provide Buyer with copies of all applications, notices,filings and other correspondence to the FCC, the ICC and other GovernmentalAuthorities and any notices, consents, approvals, Authorizations, orders orcorrespondence received from the FCC, the ICC or other GovernmentalAuthorities.

 

6.13         No Solicitation orNegotiation. Unless and until this Agreement is terminated, SICC and theShareholders shall not, and shall use reasonable efforts to cause, asapplicable, the Subsidiaries, their other Affiliates and their directors,officers, employees, representatives, agents, advisors, accountants, andattorneys of each of them, not to initiate or solicit, directly or indirectly,any inquiries or the making of any proposal with respect to, or engage innegotiations concerning, or provide any information or data to any Person withrespect to, or have any discussions with any Person relating to, or enter into,or agree to enter into, any acquisition, business combination, reorganization,purchase or similar transaction relating to all or any significant portions ofthe assets of, or any equity interest in, directly or indirectly, SICC or anyCellular Entity, or otherwise facilitate any effort or attempt to do or seekany of the foregoing and shall immediately cease and cause to be terminated anyexisting activities, discussions or negotiations with any parties conductedheretofore with respect to any of the foregoing. SICC and each Shareholderswill promptly (but no later than 24 hours after receipt) communicate to Buyer(and provide a written copy of any relevant materials relating to) the factthat it or any Affiliates or other Person covered by this Section 6.13 hasreceived any proposal or inquiry in respect of any such transaction and of anysuch information requested from it or of any such negotiations or discussionsbeing sought to be initiated.

 

6.14         Public Announcements.Prior to the Closing Date, no party hereto nor any Affiliate, representative orshareholder of such party, shall disclose any of the terms of this Agreement toany third party without the other parties’ prior written consent, except asrequired to obtain the Consents, waivers and authorizations listed in theSchedules and except as reasonably necessary to meet the disclosurerequirements imposed by federal law on any party that has any class ofsecurities registered with the U. S. Securities and Exchange Commission. Subjectto the foregoing, the form, content and timing of all press releases, publicannouncements or publicity statements with respect to this Agreement and thetransactions contemplated hereby shall be subject to the prior approval of bothSICC and the Shareholders, on the one hand, and Buyer, on the other, whichapproval shall not be unreasonably withheld.

 

6.15         Directors’ andOfficers’ Insurance. For a period of five (5) years after theEffective Time, SICC shall maintain director and officer liability insurancefor acts and omissions and coverage in amount and scope consistent with thecoverage maintained by them as of the date hereof, and will pay all premiumsrequired to establish tail coverage without interruption to continue the samelevel of liability coverage maintained as the date hereof for each director andofficer that resigns or is asked to resign in connection with this transaction;provided, however, that in no event will Buyer be required to expend in theaggregate for such coverage in excess of 200% of the annual premium paid bySICC as of the date of this Agreement for the year ended December 31,2006; provided further, however, that if this aggregate cap will be reached,Buyer shall use reasonable efforts to give the Shareholder Representative atleast thirty (30) days prior notice and the opportunity to pay any excess inorder to continue such insurance; provided further, however, that the failureof Buyer to deliver

 

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suchnotice shall impose no liability of any kind whatsoever (whether relating tosuch insurance or otherwise) to Buyer, SICC or any of their respectiveSubsidiaries.

 

6.16         Payment of CertainFees. Each Party shall bear its own fees and incurred in connection withobtaining FCC and all other Governmental Agency approval of the transactionscontemplated by this Agreement and the Related Documents, and the parties shalleach pay one-half of any related application fees and the filing fee associatedwith filings required under the HSR Act.

 

6.17         Tax Matters. Withoutthe prior written consent of Buyer, neither SICC nor any Subsidiary shall makeor change any election, change an annual accounting period, adopt or change anyaccounting method, file any amended Tax Return, enter into any closingagreement, settle any Tax claim or assessment relating to SICC or any CellularEntity, surrender any right to claim a refund of Taxes, consent to anyextension or waiver of the limitation period applicable to any Tax claim orassessment relating to SICC or any Cellular Entity, or take any other similaraction relating to the filing of any Tax Return or the payment of any Tax, ifsuch election, adoption, change, amendment, agreement, settlement, surrender,consent or other action would have the effect of increasing the Tax liabilityof SICC or any Cellular Entity for any period ending after the Closing Date ordecreasing any Tax attribute of SICC or any Cellular Entity existing on theClosing Date.

 

6.18         Long Term Debt. Withrespect to long-term Indebtedness, where required by the underlying debtinstruments, as soon as practicable after the date of this Agreement, SICC andBuyer shall cooperate with each other and shall contact the appropriatecreditors to request, and use their reasonable efforts to obtain, the creditor’sconsent (“Creditor Consent”) to the transfer of control of SICC and any otherconsents necessary to avoid the occurrence of any event of default under anylong term Indebtedness upon Closing. Each Party shall bear its own costs andexpenses in obtaining such consents.

 

6.19         First Refusal Rights.

 

(a)           General.Between the date of this Agreement and through the Closing and subject to theterms and conditions of this Section 6.19, the SICC and the Shareholdersshall, and shall cause each of its Affiliates to, at the Shareholder’s solecost and expense, [****](9)  Without limiting any provision of this Section 6.19,SICC and the Shareholders shall keep Buyer reasonably apprised as to the statusof its efforts and promptly furnish to Buyer copies of all notices andcorrespondence related hereto. Buyer agrees to cooperate reasonably with SICCin connection therewith. SICC shall not provide any notice to a third partyunder this Section 6.19 unless it relates to a Cellular Interest in [****](10) asset forth on Schedule 2.27 or Buyer agrees in writing or consentsthereto in writing, which consent shall not be unreasonably withheld.

 

(b)           Noticeto First Refusal Right Holders.

 

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(9) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

(10) Materialomitted pursuant to a request for confidential treatment under Rule 24b-2of the Exchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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(i)            SICCshall, and shall cause each of its Affiliates to, provide notice to each holderof a First Refusal Right (or other Person entitled to notice) listed on Schedule 2.27in a form of notice reasonably acceptable to Buyer that applies to eachparticular First Refusal Right (the “Offer Notice”) in accordance with theterms and conditions of this Section 6.19. SICC shall deliver the OfferNotice to the holders of the First Refusal Rights holders on the date specifiedin writing by Buyer, which date Buyer agrees will be as promptly aspracticable, but in no event later than fifteen (15) days after the executionof this Agreement. Unless otherwise required by the terms of a First RefusalRight, SICC and the Shareholders shall not, and shall cause each of itsAffiliate not to, deliver any Offer Notice until SICC and Buyer have agreedupon the date at which such Offer Notice should be delivered to the FirstRefusal Right holder.

 

(ii)           Each OfferNotice will be accompanied by a purchase agreement that provides the generalterms and conditions on which any holder of a First Refusal Right will beentitled to purchase any portion or all of a Cellular Interest pursuant to aFirst Refusal Right. SICC and Buyer will agree on a mutually acceptable form ofpurchase agreement within ten (10) days after the execution of thisAgreement.

 

(iii)          [****](11)

 

(c)           Responsesfrom First Refusal Right Holders.

 

(i)            SICC andthe Shareholders will immediately advise Buyer of any notices or communications(whether written or oral) and provide Buyer with copies of any notices orcommunications received by SICC, the Shareholders, or any of their Affiliatesin response to an Offer Notice or otherwise related to a First Refusal Right.

 

(ii)           In theevent that SICC, the Shareholders or any of their Affiliates is required todeliver any subsequent Offer Notices to holders of First Refusal Rights inaddition to the original Offer Notice specified in Section 6.19(b), SICCand the Shareholders shall, and shall cause each of its Affiliates to, providesuch notice in a form reasonably acceptable to Buyer.

 

(iii)          Inthe event that SICC is required to recalculate the offer price payable by anyFirst Refusal Right holder due to the presence of over-subscription or similarrights that are triggered if any other holder of First Refusal Right fails topurchase its proportionate share of any Cellular Interests subject to a FirstRefusal Right, then SICC will prepare a revised calculation of such offer priceand obtain Buyer’s written approval, which will not be unreasonably withheld,of such calculation prior to distributing any notice containing such revisedoffer price in accordance with Section 6.19(c)(ii).

 

6.20         Tower Documents. Priorto the Closing, SICC shall, and shall cause its Affiliates to, make availableto Buyer any and all Tower Documents for any Tower Site. If, prior to the

 

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(11) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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ClosingDate, Buyer determines that any of the Tower Documents for any Tower Site aremissing, inaccurate or incomplete, at Buyer’s sole discretion, SICC (at itscost and expense) shall obtain and deliver, or cause to be obtained anddelivered, to Buyer full, correct and complete copies of such missing,inaccurate or incomplete Tower Documents. Notwithstanding the foregoingprovisions of this Section 6.20, SICC shall not be required to obtain,create or furnish any of the items specified in the definition of TowerDocuments if any of such items are not available, unless SICC or any of itsAffiliates is required by any judgment, decree, order, law, statute, ordinance,rule, regulation or other legal requirement in effect prior to the Closing Dateto possess such Tower Documents.

 

6.21         Software Licenses.With respect to the third party software licenses of SICC set forth on Schedule 6.21that contain change of control provisions that would be triggered on theClosing, SICC and the Shareholders shall use commercially reasonable efforts toassist Buyer and SICC in efforts to enter into license agreements substantiallysimilar to such existing software license agreements in order for Buyer tooperate the business on and after the Closing Date in the manner it wasoperated prior to the Closing Date.

 

6.22         Customer Lists. Alldocuments and computer files containing the names and addresses of customers ofthe business of SICC and its Subsidiaries shall remain the property of SICC andits Subsidiaries at Closing and all copies thereof in the possession of theShareholders or their Affiliates shall be turned over to Buyer and shall not beused or retained in whole or in part by the Shareholders or theirAffiliates after the Closing. For two (2) years following the ClosingDate, neither the Shareholders nor any of their Affiliates shall use anycustomer lists to solicit customers or for any other purpose.

 

6.23         Post-ClosingAssurances. Each of the parties hereto will cooperate with the other andexecute and deliver to the other party such other instruments and documents andtake such other actions as may be reasonably requested from time to timeby such other party as necessary to carry out, evidence and confirm theintended purposes of this Agreement. Each of the parties will cause its respective directors, officers,employees and advisors to comply with this Section to the extent necessaryor desirable to fulfill the purposes thereof.

 

6.24         Non-Compete;Confidential Information.

 

(a)           TheShareholders acknowledge that (i) they have been engaged in the businessof SICC and its Subsidiaries; (ii) they have assisted the development ofsuch business; (iii) they have had access to trade secrets andIntellectual Property of and confidential information concerning the business; (iv) theagreements and covenants contained in this Section 6.24 are essential toprotect the business, which is being purchased by Buyer; and, (v) Buyerhas advised the Shareholders that Buyer would not purchase the business but forsuch agreements and covenants. Accordingly, and except as provided below inthis Subsection (a), the Shareholders covenant and agree that, for or aperiod of two (2) years following the Closing Date, the Shareholders shallnot, and shall not permit any of their Affiliates to, directly or indirectlymarket, sell, or provision Cellular Service in the counties and communities ofthe state of Illinois set forth on Schedule 6.24. Buyer shall,during this two (2) year period, continuously offer the Shareholders andany of their Affiliates the right to act as agents to resell cellular serviceoffered by SICC and its Affiliates, or any successors thereto, on terms thatare customary and reasonable

 

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and that are generallyavailable to any other agent of Buyer reselling such service. Notwithstandinganything in this Section 6.24 to the contrary, none of the followingactivities shall be restricted by or constitute a breach of this Section 6.24:the ownership by the Shareholders or any of their Affiliates, as a passiveinvestment, of less than 5% of the outstanding shares of capital stock of anycorporation listed on a national securities exchange or publicly trading onNasdaq, or the resale of Cellular Services by HTC Technologies Co. in theportion of Randolph County, Illinois identified on Schedule 6.24.

 

(b)           TheShareholders acknowledge that a violation or breach of this Section 6.24will cause harm to Buyer, SICC and the Subsidiaries that would not bequantifiable and for which no adequate remedy would exist at law. Accordingly,in addition to any relief at law which may be available to Buyer for suchviolation or breach and regardless of any other provision contained in thisAgreement, Buyer will be entitled to injunctive and other equitable reliefrestraining such violation (without any requirement that Buyer provide any bondor other security) and shall be entitled to recovery of attorneys’ fees inconnection therewith.

 

(c)           Fora period of five years from and after the Closing Date, neither any Shareholdernor any of its Affiliates shall use or take any action whatsoever which wouldresult in disclosure to any third party of any confidential information aboutthe SICC, its Subsidiaries, the Cellular Entities, the Cellular Interests orthe business of SICC and its Subsidiaries, provided that none of such partiesshall be required to maintain as confidential any information which (i) isor becomes generally available to the public other than as a result of adisclosure by a Shareholder or any of its Affiliates, agents orrepresentatives; (ii) is obtained from a third party, provided that suchthird party is not bound by a confidentiality agreement with or othercontractual, legal or fiduciary obligation of confidentiality to any otherPerson with respect to such information; or, (iii) is required to bedisclosed by a Shareholder or any of its Affiliates under any requirement oflaw, provided that Buyer shall be given prompt written notice of the requestfor such information and such Shareholder shall use commercially reasonableefforts to obtain assurances that confidential treatment will be accorded theinformation.

 

6.25         Employees.

 

(i)            Forpurposes of vesting, eligibility to participate and level of benefits (but notbenefit accrual under pension or similar plans) under the employee benefitplans (including, without limitation, severance plans) of Buyer and itsSubsidiaries providing benefits to any employees of SICC or its Subsidiaries(collectively, an “SICC Employee”) after the Effective Time (the “New Plans”),each SICC Employee shall be credited with his or her years of service with SICCand its Subsidiaries before the Effective Time, to the same extent as such SICCEmployee was entitled, before the Effective Time, to credit for such serviceunder any similar SICC employee benefit plan in which such SICC Employeeparticipated or was eligible to participate immediately prior to the EffectiveTime, provided, that the foregoing shall not apply to the extent that itsapplication would result in a duplication of benefits or for newly establishedplans and programs for which prior service of Buyer’s employees is not takeninto account.

 

(ii)           Fromand after Closing, each SICC Employee will remain covered under the terms ofthe SICC employee benefit plans in which such SICC Employee participated

 

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immediately beforeClosing (such plans, collectively, the “Old Plans”) until such time as Buyertransfers the SICC Employee to a New Plan. Notwithstanding the foregoingsentence, any SICC Employee whose employment with SICC or an Affiliate issevered at or after the Closing will be paid by Buyer or an Affiliate underBuyer’s severance plan generally applicable for Buyer employees, except withrespect to Terry Addington, Michael Beehn, Michael Jaksich, Dale Lewis andTania Seger, who will be paid by Buyer or an Affiliate pursuant to Section 1(b) oftheir respective agreements with SICC. Buyer shall cause any eligible expensesincurred by such employee and his or her covered dependents during the portionof the plan year of the Old Plan ending on the date such employee’sparticipation in the corresponding New Plan begins to be taken into accountunder such New Plan for purposes of satisfying all deductible, coinsurance andmaximum out-of-pocket requirements applicable to such employee and his or hercovered dependents for the applicable plan year as if such amounts had beenpaid in accordance with such New Plan to the extent information is provided bythe SICC Employee.

 

(iii)          SICCmay provide a retention pool (the “Retention Pool”) for the purpose ofretaining the services of key employees of SICC, which shall be funded by Buyerin the amount set forth on Schedule 6.25(iii). Prior to the ClosingTerry Addington, or in the event that he is not able to perform suchfunction, his designee (Mr. Addington or such designee, the “Administrator”),and Buyer shall mutually determine the SICC Employees eligible to receiveretention awards from the Retention Pool (each a “Retention Bonus”) and anycriteria for payment of the Retention Bonus, and shall determine the final allocationof payments from the Retention Pool. From and after the Closing, Mr. Addingtonmay be replaced as Administrator of the Retention Pool by a individual tobe designated by Buyer, after which the administration of the Retention Poolshall be conducted in Buyer’s sole discretion. Participants in the RetentionPool shall receive, as soon as administratively possible, any Retention Bonuswhich would have been otherwise due to them in the event that their employmentis terminated due to a “qualifying resignation” or terminated without cause oras a result of death or disability prior to the date of required service forthe Retention Bonus. For purposes of clarification, such individuals eligibleto receive the Executive Retention Bonuses shall not be eligible to participatein the Retention Pool. The Administrator shall be indemnified for all goodfaith actions taken in connection with the Retention Pool, to the fullestextent permitted by applicable Law. Buyer shall have no obligation to makepayments pursuant to the Retention Pool in the event this Agreement isterminated or abandoned. For purposes of this Section 6.25, the term “qualifyingresignation” is defined as a resignation of any employee within thirty (30)business days following the occurrence of any of the following events: (i) withoutemployee’s consent, a significant and material reduction of employee’s base payor duties or responsibilities relative to employee’s base pay or duties orresponsibilities in effect immediately prior to such reduction (for purposes ofclarification, a change in the title will not, in any circumstance, be deemed a“qualifying resignation”) or (ii) a relocation of employee’s principalworkplace outside of a one hundred (100) mile radius from the employee’sprincipal workplace as of the Closing. The Administrator of the Retention Poolshall at his/her sole discretion determine if a qualifying resignation hasoccurred.

 

6.26         [****](12)

 

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(12) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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**ARTICLE 7TAX MATTERS**

** **

7.1           Tax Matters.

 

(a)           Cooperation.The Buyer, SICC and the Shareholders shall cooperate fully, as and to theextent reasonably requested by the other party, in connection with the filingof Tax returns and any audit, litigation or other proceeding with respect toTaxes. Such cooperation shall include the retention and (upon the other party’srequest) the provision of records and information reasonably relevant to anysuch audit, litigation, or other proceeding and making employees available on amutually convenient basis to provide additional information and explanation ofany material provided hereunder. SICC, the Shareholders and Buyer agree (A) toretain all books and records with respect to Tax matters pertinent to SICC andits Subsidiaries relating to any taxable period beginning before the ClosingDate until expiration of the statute of limitations (and, to the extentnotified by Buyer or the Shareholders, any extensions thereof) of therespective taxable periods, and (B) to give the other party reasonablewritten notice prior to transferring, destroying or discarding any such booksand records and, if the other party so requests, SICC or the Shareholders, asthe case may be, shall allow the other party to take possession of suchbooks and records.

 

(b)           Mitigation.The parties further agree, upon request, to use their best efforts to obtainany certificate or other document from any Governmental Authority or any otherPerson as may be necessary to mitigate, reduce or eliminate any Tax thatcould be imposed (including with respect to the transactions contemplatedhereby).

 

(c)           TaxSharing Agreements. Any Tax sharing agreement or policy between the SICC orits Affiliates and the Shareholders or their Affiliates shall be terminated asof the Closing Date and will have no further effect as to SICC or itsAffiliates for any Taxable period after the Closing.

 

(d)           Liabilityfor Taxes; Filing of Returns.

 

(i)            Responsibilityfor Pre-Closing Taxes. From and after the Closing Date, the Shareholdersjointly and severally agree to pay any Taxes payable by SICC and itsSubsidiaries (i) for all taxable periods ending on or prior to the ClosingDate and (ii) for all Straddle Periods, for that portion of such taxableperiod up to and including the Closing Date, but in either event only to theextent such Taxes have not been previously paid by SICC and/or its Subsidiariesprior to the Closing, were not deducted from the Purchase Price pursuant to Section 1.4,or are not reflected in current liabilities in the calculation of the InitialWorking Capital Adjustment Amount or, if completed, the Final Working CapitalAdjustment Amount. The income of SICC and its Affiliates will be apportionedbased on the actual income related to the period up to and including theClosing Date and to the period after the Closing Date by closing the books ofSICC and its Affiliates as of the Effective Time. For purposes of this Section,in the case of any Taxes that are imposed on a periodic basis and are payablefor a Straddle Period, the portion of such Tax which relates to the portion ofsuch Taxable period ending on the

 

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ClosingDate shall (i) in the case of any Taxes not based upon or related toincome or receipts, be deemed to be the amount of such Tax for the entireTaxable period multiplied by a fraction the numerator of which is the number ofdays in the Taxable period ending on the Closing Date and the denominator ofwhich is the number of days in the entire Taxable period, and (ii) in thecase of any Tax based upon or related to income or receipts, be deemed to bethe amount which would be payable if the relevant Taxable period ended on theClosing Date. Any tax credits relating to a Straddle Period shall be applied tothe taxable period ending on the Closing Date. Additionally, any overpaymentsof taxes and tax refunds that are not included in the Working CapitalAdjustment Amount shall first off-set any Taxes that may then be claimeddue from the Shareholders under this Section 7.1, and to the extent nosuch Taxes are then claimed as due shall be paid to the Shareholders withinfifteen (15) days of the receipt thereof.

 

(ii)           Preparationof Tax Returns. The Shareholders shall cause to be prepared, at SICC’sexpense and in a manner consistent with past practices, all Tax Returns of SICCand its Subsidiaries for taxable years or periods ending on or before theClosing Date but which are due to be filed after the Closing Date (taking intoaccount all applicable extensions of time for filing), and shall cause such TaxReturns to be delivered to the Buyer for comment and approval, which approvalshall not be unreasonably withheld, no later than thirty (30) days prior to thedue date for filing any such Tax Return (taking into account any applicableextensions of time to file). If the Buyer has any comments to the Tax Returns,the Shareholders will consider any such comments in good faith.

 

(iii)          FilingTax Returns; Tax Shortfalls. The Buyer shall file all such Tax Returns andpay any Taxes due thereon, but only to the extent such Taxes are reflected inthe calculation of the Initial Working Capital Adjustment Amount or, ifcompleted, the Final Working Capital Adjustment Amount (otherwise, theShareholders shall pay such Taxes). To the extent the Shareholders owe theBuyer an amount for Taxes under this Section 7.1 that was not deductedfrom the Purchase Price pursuant to Section 1.4 or that is not reflectedin the calculation of the Initial Working Capital Adjustment Amount or, ifcompleted, the Final Working Capital Adjustment Amount (a “Tax Shortfall”), theBuyer shall notify the Shareholder Representative of the amount of such TaxShortfall, together with a detailed explanation of the calculation thereof, assoon as practicable but no later than fifteen (15) days before such obligationis due to be paid. The Shareholders shall cause the amount of such TaxShortfall to be transferred by wire transfer to Buyer no later than five (5) daysbefore such payments are due; provided that Shareholders shall remain jointlyand severally liable for the payment of Taxes under this Section 7.1 tothe extent that the amount of funds transmitted via such wire transfer is lessthan the amount of such Taxes owed.

 

(e)           TaxProceedings. In case any written claim, demand or deficiency with respectto any Tax is asserted or any action is commenced or written notice is given byany Taxing authority against SICC or Buyer, in respect to which indemnity may besought against the Shareholders in accordance with Section 10.1 of thisAgreement, Buyer shall give prompt written notice to the Shareholders. Thefailure of Buyer to give timely notice hereunder shall not

 

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affect rights toindemnification hereunder, except to the extent that the Shareholders areactually prejudiced by such failure. The Shareholders shall promptly givewritten notice to Buyer of any written or other notification received by theShareholders from a Taxing authority of a proposed adjustment with respect toany Tax of SICC or its Affiliates which is attributable to Tax periods endingon or before the Closing Date and shall also promptly give written notice toBuyer if a Taxing authority threatens to assert against SICC or Buyer the TaxLiability of any others (including, but not limited to, the Shareholders). TheShareholders shall have the right to control, contest and defend at its solecost and expense and with counsel reasonably acceptable to the Buyer. Buyershall reasonably cooperate with respect to the portion of any claim, action orproceeding with respect to any Tax for which the Shareholders are responsibleat the sole cost and expense of the Shareholders. The Shareholders jointly andseverally agree to pay to Buyer and SICC all of their reasonable expenses whichthey shall incur in connection with such cooperation. The Shareholders shallkeep Buyer reasonably informed of the progress of any such claim, action orproceeding and shall allow Buyer’s reasonable participation therein at Buyer’sexpense. The Shareholders may not settle any such claim, action orproceeding in a manner which would materially adversely affect SICC or itsAffiliates after the Closing Date unless the Shareholders obtain the priorwritten consent of Buyer, which consent shall not unreasonably be withheld. Buyermay request that the Shareholders decline to take any further action withrespect to any claim, demand or deficiency described herein, and theShareholders thereafter shall take no further action provided that Buyer hasnotified the Shareholders in writing that it waives its right to indemnificationfor any liability resulting therefrom. In the event the Shareholders requestSICC to pay Taxes to a Governmental Authority prior to contesting theassessment thereof and thereafter to file a claim or suit for refund, theShareholders shall advance to SICC, on an interest-free basis, the amount ofany such payment, after which SICC shall promptly pay the amount to theGovernmental Authority as directed by the Shareholders.

 

(f)            Resolutionof Disagreements. If Buyer and the Shareholders disagree as to the amountof Taxes for which each is liable under this Agreement or the amount of any TaxShortfall, Buyer and the Shareholders shall promptly consult each other in aneffort to resolve such dispute. If any such dispute cannot be resolved within60 calendar days of the initial date of consultation, Buyer and theShareholders shall within ten (10) calendar days after such 60-day periodsubmit such dispute to resolution in accordance with Section 12.11;provided, that the arbitrators so selected pursuant to such provision shallalso be certified public accountants licensed or tax lawyers from a nationallyrecognized law firm and practicing in Illinois.

 

(g)           TaxElections. No new elections with respect to Taxes or any changes in currentelections with respect to Taxes affecting SICC or its Affiliates shall be madeby SICC, its Affiliates or the Shareholders after the date of this Agreementwithout the prior written consent of Buyer which consent shall not beunreasonably withheld. SICC and its Affiliates will forward any material Taxelections affecting such entities to the Buyer prior to Closing.

 

(h)           TransferTaxes. Shareholders shall pay and be jointly and severally liable for anysales, use, transfer and documentary Taxes and similar recording and filingfees applicable to the transfer of the Shares to Buyer at Closing under thelaws of the State of Illinois or North Carolina.

 

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(i)            TaxCarryovers. Buyer may elect, where permitted by law, to carry forwardany Tax attribute of SICC arising in any Taxable period that begins on or afterthe Closing Date that, absent such election, would be carried back to a Taxableperiod ending on or before the Closing Date; provided, however, that in noevent shall the Shareholders have any liability for Taxes under this Agreementas a result of the effect of any such election on any tax period or partial taxperiod prior to the Closing and, for the purposes of determining the liabilityof the Shareholders with regard to Taxes under this Agreement, any suchelection shall be disregarded and treated as if such Tax attribute had beencarried back to a Taxable period ending on or before the Closing Date.

 

(j)            ParachutePayment Taxes. [****](13) SICC, the Shareholders and their tax advisorsshall make a proposal in writing to Buyer at least five (5) days prior tothe Closing Date setting out proposed withholding amount and any proposedcalculation of the excise taxes resulting from IRC Section 280G parachutepayments and the basis for such determinations, and the amount so determinedshall be utilized for such calculation purposes unless Buyer shall, in goodfaith, question the reasonableness of such calculation amounts, in which eventthe parties agree to confer promptly to reach agreement on the appropriate andreasonable amount to be so withheld.

 

**ARTICLE 8CLOSING**

** **

8.1           Closing Date, Timeand Place. Unless this Agreement is earlier terminated in accordance withthis Agreement, and unless the parties otherwise agree in writing, the Closing shalltake place at such place as agreed to by the parties, at 9:30 a.m., localtime, on the last business day of the month after all conditions to Closing setforth in Articles 4 and 5 have been satisfied or waived in writing, other thanconditions by the terms of which are to be performed at the Closing (the “ClosingDate”). No party to this Agreement may rely on the failure of anycondition to its obligations to consummate the transactions contemplated herebyif such failure was caused by such party’s failure to comply with itsobligations under this Agreement. Such Closing shall be effective as of 11:59 p.m.on the Closing Date (the “Effective Time”). If the Closing has not taken placeby 5:00 p.m. Central Time on the date [****](14) after the date hereof(the “Termination Date”) this Agreement may be terminated as provided in Section 11.1(a);provided, however, that if the Closing has not occurred by suchdate because the conditions set forth in Sections 4.4 and 5.4 relating toregulatory approvals have not been fulfilled, the Termination Date shallautomatically be extended by another sixty (60) days.

 

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(13) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

(14) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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**ARTICLE 9SURVIVAL AND EXPIRATION OF REPRESENTATIONS,WARRANTIES AND COVENANTS**

** **

9.1           Survival andExpiration of Representations, Warranties and Covenants.

 

(a)           Allrepresentations and warranties made by each of the Buyer, SICC and the Shareholdersin or pursuant to this Agreement or in any agreement, Schedule orcertificate delivered pursuant hereto shall be deemed to have been made on thedate of this Agreement (except as otherwise provided herein) and, if a Closingoccurs, as of the Closing.

 

(b)           Therepresentations and warranties contained in this Agreement or in any agreement,Schedule or certificate delivered pursuant hereto shall survive theClosing for fifteen (15) months after the Closing Date and shall expire on thesame date that the fifteen (15) month term of the Escrow Agreement ends;provided, however, that:

 

(i)            therepresentation and warranties contained in Sections 2.1, 2.2, 2.3(a),2.3(b)(i)(2), 2.3(b)(ii), 2.4, 2.5(a), 2.8(a), 2.13(a), 2.21, 2.32 and 2.27(b) (the“Shareholder Transaction Representations”), 3.1, 3.2, 3.3 and 3.5 shall survivewithout limitation; and,

 

(ii)           therepresentations and warranties contained in Section 2.15 shall survive theClosing until the expiration date of the applicable statute of limitationsperiod; and

 

(iii)          therepresentations and warranties contained in Sections 2.19 and 2.20 shallsurvive until the expiration of three years after the Closing Date.

 

(c)           Exceptfor Article 10 or as otherwise set out in Section 9.1(b) above,all other covenants and agreements of the parties contained in or made inaccordance with the Agreement shall survive Closing in accordance with theterms of such covenant or agreement and shall remain operative and in fullforce and effect until the expiration date of the statute of limitations periodapplicable to contractual obligations.

 

(d)           Article 10shall survive the Closing and shall remain in effect indefinitely. Any claim bya party for indemnification under Article 10 must be submitted to thebreaching party in writing prior to the expiration of the applicable survivalperiod specified in Sections 9.1(b) or (c). Notwithstanding anyinvestigation or audit conducted before or after the Closing Date or thedecision of any party to complete the Closing, each party shall be entitled torely upon the representations and warranties set forth herein. The waiver ofany condition based on the accuracy of any representation or warranty or on theperformance of or compliance with any covenant or obligation, will not affect theright of indemnification, or any other remedy based on such representations,warranties, covenants or obligations. Notwithstanding anything herein to thecontrary, any representation, warranty, covenant and agreement that is thesubject of a claim asserted in writing together with adequate written detail toevidence the existence of and basis for such claim prior to the expiration ofthe applicable survival period set forth in Sections 9.1(b) or (c), shallsurvive with respect to such claim or any dispute with respect thereto untilthe final resolution thereof.

 

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**ARTICLE 10**INDEMNIFICATION

** **

10.1         Indemnification by theShareholders. The Shareholders shall be jointly and severally responsibleand liable for, and hereby agree to indemnify, defend and hold harmless theBuyer, SICC and their respective officers, directors, managers, agents,employees, successors and permitted assigns, at all times from and after theClosing, from, against and in respect of all losses, damages, liabilities,deficiencies, Taxes, and expense (“Loss” or “Losses”) resulting from (a) anyfailure, untruth, inaccuracy or breach of any representation or warranty of theShareholders or SICC contained in this Agreement or in any agreement, Schedule orcertificate delivered pursuant hereto or in connection herewith; (b) anybreach or non-fulfillment of any covenant or agreement of SICC or anyShareholder made in this Agreement or in any agreement, Schedule orcertificate delivered pursuant hereto or in connection herewith; (c) Taxesfor which the Shareholders are responsible in accordance with Article 7 ofthis Agreement, or any liability of SICC to make payments to or indemnify anyother Person with respect to Taxes, for any Taxable period or portion thereofending on or before the Closing Date; and, (d) all actions, suits,proceedings, claims, demands, assessments, judgments, fines, penalties, amountsproperly and reasonably paid in settlement to any third party, and costs andexpenses (including reasonable attorneys’ fees and expenses) incident to any ofthe foregoing. The Shareholders shall not be liable for any indemnity pursuantto this Section 10.1(a) (other than claims with respect to theShareholder Transaction Representations and claims arising from Section 7.1,which shall not be subject to this limitation) until the aggregate of allLosses incurred by Buyer exceed $500,000, and then the Shareholders shall beliable for all such Losses beginning with the first dollar of such Loss. Notwithstandingthe foregoing or any other provision of this Agreement or any Related Documentto the contrary, in no event shall the Shareholders, individually orcollectively, be liable to Buyer for any claims for indemnity pursuant to this Section 10.1(a) (otherthan claims with respect to Shareholder Transaction Representations and claimsarising from Section 7.1, which shall not be subject to this limitation)related to this Agreement or the transactions contemplated hereby, whether byindemnification or otherwise, for more than the funds held in the Escrowpursuant to Section 1.2.

 

10.2         Indemnification byBuyer. Buyer shall be responsible for, and hereby agrees to indemnify,defend and hold harmless each of the Shareholders and their respective agents,legal representatives, successors and permitted assigns, at all times from andafter the Closing, from, against and in respect of all Losses resulting from: (a) anyfailure, untruth, inaccuracy or breach of any representation or warranty ofeither Buyer contained in this Agreement or in any agreement, Schedule orcertificate delivered pursuant hereto or in connection herewith; (b) anybreach or non-fulfillment of any covenant or agreement of either Buyer made inthis Agreement or in any agreement, Schedule or certificate deliveredpursuant hereto or in connection herewith; and, (c) all actions, suits,proceedings, claims, demands, assessments, judgments, fines, penalties, amountspaid in settlement, costs and expenses (including reasonable attorneys’ feesand expenses) incident to any of the foregoing. Buyer shall not be liable forany indemnity pursuant to this Section 10.2(a) (other than claimswith respect to representations in Sections 3.1, 3.2, 3.3 and 3.5 which shallnot be subject to this limitation) until the aggregate of all Losses incurredby the Shareholders exceed $500,000, and then Buyer shall be liable for allsuch Losses beginning with the first dollar of such Loss. Notwithstanding theforegoing or any other provision of this

 

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Agreementor any Related Document to the contrary, in no event shall Buyer be liable tothe Shareholders, individually or collectively, for any claims for indemnitypursuant to this Section 10.2(a) (other than claims with respect torepresentations in Sections 3.1, 3.2, 3.3 and 3.5 which shall not be subject tothis limitation) related to this Agreement or the transactions contemplatedhereby, whether by indemnification or otherwise, for an amount greater than theEscrow Amount.

 

10.3         IndemnificationProcedure.

 

(a)           Followingthe Closing, any party claiming indemnification under this Agreement (an “IndemnifiedParty”) shall give to the party from whom indemnification is sought (the “IndemnifyingParty”) prompt written notice (an “Indemnification Notice”) of any claim orevent known to it which does or may give rise to a claim by theIndemnified Party against the Indemnifying Party based on this Agreement,stating the nature and basis of said claims or events and the amounts thereof,to the extent known. The failure of an Indemnified Party to give prompt noticehereunder shall not affect rights to indemnification hereunder, except to theextent that the Indemnifying Party is actually prejudiced by such failure. Ifany such demand arises out of a claim made by any Person that is neither aparty to this Agreement nor Affiliated with a party to this Agreement (a “ThirdParty Claim”), such notice shall also be accompanied by any papers, documentsor pleading received by the Indemnified Party related to such Third Party Claim.Within ten days after receipt of an Indemnification Notice, the IndemnifyingParty shall notify the Indemnified Party (i) whether the IndemnifyingParty disputes its potential liability to the Indemnified Party under thisAgreement, and if the Indemnifying Party is the Shareholders this notice shallbe in accordance with Section 1.5, and (ii) with respect to a ThirdParty Claim, whether the Indemnifying Party agrees to defend the IndemnifiedParty against the Third Party Claim at the Indemnifying Party’s sole cost andexpense.

 

(b)           Inthe case of a Third Party Claim, if the Indemnifying Party timely notifies theIndemnified Party that it does not dispute its potential liability to theIndemnified Party under this Agreement and/or that the Indemnifying Partyelects to assume the defense thereof, then the Indemnifying Party shall defend,at its sole cost and expense with counsel reasonably satisfactory to theIndemnified Party, such Third Party Claim by all appropriate proceedings, whichproceedings shall be prosecuted diligently by the Indemnifying Party to a finalconclusion or settled in accordance with the procedures of this Article 10.The Indemnifying Party shall have full control of such defense and proceedings,at its sole expense and risk. If requested by the Indemnifying Party, theIndemnified Party shall, at the sole cost and expense of the IndemnifyingParty, cooperate with the Indemnifying Party in contesting any Third PartyClaim. In addition, the Indemnified Party may participate in, but notcontrol, any defense or settlement of any Third Party Claim controlled by theIndemnifying Party, in which case the Indemnified Party shall bear the costsand expenses relating to such participation. Notwithstanding the foregoing, (i) theIndemnified Party shall have the unilateral right to pay or settle such ThirdParty Claim at any time in which event the Indemnified Party shall be deemed tohave waived any right to indemnification therefor by the Indemnifying Party and(ii) if the remedy sought by the claimant with respect to a Third PartyClaim is not solely for money damages, and would affect the operation of thebusiness of SICC or its Subsidiaries after the Closing, the Indemnifying Partyshall not settle such Third Party Claim without the prior written consent ofBuyer, which consent shall not be unreasonably withheld.

 

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(c)           Inthe case of a Third Party Claim, if the Indemnifying Party does not timelynotify the Indemnified Party, and if the Indemnifying Party is the Shareholdersthis notice shall be in accordance with Section 1.5, or elects not todefend the Indemnified Party, or, having assumed the defense and settlement ofsuch Third Party Claim, fails reasonably to contest such Third Party Claim ingood faith, then the Indemnified Party, without waiving its right toindemnification, shall have the right to defend, at the sole cost and expenseof the Indemnifying Party, the Third Party Claim. The Indemnified Party shallhave full control of such defense and proceedings. The Indemnifying Partyshall, at the sole cost and expense of the Indemnifying Party, cooperate withthe Indemnified Party in contesting any Third Party Claim and may participatein, but not control, any defense or settlement controlled by the IndemnifiedParty, in which case the Indemnifying Party shall bear the cost and expensesrelating to such participation.

 

(d)           Inthe case of a claim that is not a Third Party Claim, if the Indemnifying Partydoes not timely dispute its potential liability, and if the Indemnifying Partyis the Shareholders this notice shall be in accordance with Section 1.5,then the claim specified by the Indemnified Party in the Indemnification Noticeshall be deemed a liability of the Indemnifying Party hereunder. If theIndemnifying Party does timely dispute such claim, then the claim shall beresolved by negotiation of the parties or pursuant to Section 12.11hereof.

 

(e)           Inthe event of any claim for indemnity hereunder, Buyer agrees to give theShareholders and their respective representatives reasonable access to thebooks and records and employees of SICC in connection with the matters forwhich indemnification is sought to the extent such Shareholders reasonably deemnecessary in connection with their rights and obligations hereunder.

 

(f)            Forpurposes of clarification, if in the event of a claim for indemnification forTax related Losses there exists a conflict between the provisions of this Section 10.3and Section 7.1(e), the provisions of Section 7.1(e) shallcontrol.

 

10.4         Exclusive Remedy. Afterthe Closing, and except as set forth below, the indemnities set forth in this Article 10shall be the exclusive remedies of the Buyer and the Shareholders and theirrespective officers, directors, employees, agents, Affiliates, legalrepresentatives, successors and permitted assigns. The foregoing limitationshall not apply with respect to any claim based on intentional fraud or thebreak-up fee set forth in Section 11.3, and shall also not preclude anyparty from seeking any equitable remedy provided for in this Agreement.

 

10.5         Determination ofLosses. The Parties shall make appropriate adjustments for tax benefits (orliabilities) and proceeds received from insurance coverage in determining theamount of any claims for purposes of this Article 10. This Section 10.5shall not require any party to delay the pursuit of indemnification under this Article 10until resolution of claims against a party’s insurance, provided that no suchindemnification shall be finalized without adequate provision for adjustmentwith respect to such insurance proceeds.

 

10.6         No Punitive Damages.Anything herein to the contrary notwithstanding, no party shall be liable underthis Agreement for any punitive or exemplary damages.

 

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**ARTICLE 11TERMINATION**

** **

11.1         Termination. ThisAgreement may be terminated at any time prior to the Closing:

 

(a)           Bywritten notice by the Shareholders, on the one hand, or Buyer, on the other, ifthe Closing has not occurred by the Termination Date; provided, however,that no party shall be entitled to terminate this Agreement pursuant to thissubsection if its breach of this Agreement has prevented the consummationof the transactions contemplated hereby;

 

(b)           Bymutual written consent of the parties hereto;

 

(c)           Bywritten notice by the Shareholders, on the one hand, or Buyer, on the otherhand, if there has been a material misrepresentation or material breach in therepresentations and warranties or covenants set forth in this Agreement and: (i) thebreaching party fails to cure the breach within ten (10) days afterwritten notice of the breach, which notice shall include a reasonabledescription of the breach; or (ii) the breach is not susceptible to curedue to the nature of the breach; or,

 

(d)           Bywritten notice by the Shareholders, on the one hand, or Buyer, on the other, inthe event of failure of any condition to closing hereunder not within thecontrol of such party, which failure is not cured within five (5) daysafter written notice of such failure to the party claimed to be in default.

 

11.2         Procedure UponTermination. If this Agreement is terminated as provided herein:

 

(a)           Return of Records. Each party shall as promptly as practicableredeliver to the party furnishing the same, all data, information and otherwritten material (including all copies thereof) of any other party relating tothe transactions contemplated hereby, whether obtained before or after the executionhereof.

 

(b)           Confidentiality. All information received by any party heretowith respect to the business of any other party (other than information whichis a matter of public knowledge or which has heretofore been or is hereafterpublished in any publication for public distribution or filed as publicinformation with any governmental authority) shall not at any time be used bysuch party, or disclosed to third parties and shall remain subject to theConfidentiality Agreement between ALLTEL Corporation and Daniels on behalf ofSICC, SIRP and First Wireless, Inc. dated August 19, 2005.

 

11.3         Effect of Termination;Break-up Fee. In the event of the termination of this Agreement as providedin Section 11.1, this Agreement shall become wholly void and of no furtherforce and effect, except that the provisions of this Section 11.3, andSections 6.14, 6.16, 6.19,10.6, 11.2 and Article 12 shall survive anytermination. Notwithstanding the foregoing, no termination shall relieve anyparty from liability for any breach by that party of its representations,warranties, covenants or agreements set forth in this Agreement or any RelatedAgreement, and the aggrieved party shall be entitled to all rights and remediesat law or in equity

 

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withrespect to any such breach; and in the event this Agreement is terminated bythe Shareholders pursuant to Section 11.1(c), and notwithstanding anyother provision of this Agreement to the contrary, Buyer shall pay to theShareholders a break-up fee in the amount of [****](15), which amount shall bepaid by Buyer within thirty (30) days of the effective date of suchtermination, and shall accrue interest at the rate of ten percent (10%) peryear until paid in full. The parties agree that this amount is not a penalty,but represents the parties’ good faith determination of the damage that SICCwill incur in the event of such termination. The parties further agree that thebreak-up fee set forth in this Section 11.3 shall be the sole andexclusive remedy of the Seller and the Shareholders and their respectiveofficers, directors, employees, agents, Affiliates, legal representatives,successors and permitted assigns in the event this Agreement is terminated bythe Shareholders.

 

**ARTICLE 12GENERAL PROVISIONS**

** **

12.1         Amendments, Waiversand Consents. For the purposes of this Agreement and all agreements,documents, and instruments executed pursuant hereto, except as otherwisespecifically set forth herein or therein, no course of dealing between SICC orthe Shareholders, on the one hand, and Buyer, on the other, and no delay on thepart of any party hereto in exercising any rights hereunder or thereundershall operate as a waiver of the rights hereof and thereof. No covenant orother provision hereof or thereof may be waived otherwise than by awritten instrument signed by the party so waiving such covenant or otherprovision. This Agreement may not be modified or amended except by awritten instrument executed by the parties; provided, however,that the signatures of any five of the Shareholders shall be sufficient to bindall of the Shareholders thereto.

 

12.2         Governing Law. ThisAgreement shall be deemed to be a contract made under, and shall be construedin accordance with, the laws of the State of Delaware without giving effect tothe conflict of laws principles thereof.

 

12.3         Notices and Demands.Any notice or demand which, by any provision of this Agreement or any RelatedDocuments, except as otherwise provided therein, is required or provided to begiven shall be deemed to have been sufficiently given or served and receivedfor all purposes upon the earlier of receipt, or three days after being sent bycertified or registered mail, postage and charges prepaid, return receiptrequested, or by express delivery providing receipt of delivery, to thefollowing addresses:

 

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(15) Material omittedpursuant to a request for confidential treatment under Rule 24b-2 of theExchange Act of 1934. Material filed separately with the Securities andExchange Commission.

 

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Ifto Buyer to:

 

ALLTELCommunications, Inc.

One Allied Drive

Little Rock, AR 72202

Attention: Executive Vice President and Secretary

Facsimile Number: 501-905-0962

 

If to SICC or the Shareholders before Closing to:

 

SouthernIllinois Cellular Corp.

417South 42nd Street

Mt.Vernon, IL  62864

Attn:  Terry Addington

 

Ifto Shareholders after Closing to:

 

CrosslinkWireless, Inc.

60A Technical Center

Crossville,IL   62827

Attn:  George Rawlinson

 

EgyptianCommunication Services, Inc.

1010W. Broadway

Steeleville,IL  62288

Attn:  Kevin J. Jacobsen

 

HamiltonCounty Communications, Inc.

PO Box Drawer B

Dahlgren, IL  62828

Attn:  Robert Thomason

 

HTCHolding Co.

Harrisonville Telephone Co.

213 S. Main

Waterloo,IL   62298

Attn:  H.R.Gentsch

 

MJDServices Corp.

521 E.Morehead Street

Suite 250

Charlotte, NC 28202

Attn:  Tom Griffin

 

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ShawneeCommunications, Inc.

120 W. Lane

Equality,IL   62934

Attn:  JamesCoyle

 

WabashIndependent Networks, Inc.

210 S. Church St.

Louisville,IL   62858

Attn:  David Grahn

 

TracyJ. Nugent

MeyerCapel, A Professional Corporation

306W. Church Street

P.O. Box6750

Champaign,Illinois 61826-6750

 

andto:

 

MarkStanley

302 W.Robinson Street

Carmi,IL  62821

 

or at any other addressdesignated by any party to this Agreement to each of the other parties inwriting. Notwithstanding the foregoing, notice to the ShareholderRepresentative following the Closing shall constitute notice to allShareholders without regard to whether any Shareholder is copied in accordancewith the foregoing provisions, *provided, however*,Buyer shall use its best efforts to deliver any such notice to each Shareholderat their respective addresses set forth in this Section 12.3.

 

12.4         Counterparts. ThisAgreement may be executed simultaneously in any number of counterparts,each of which when so executed and delivered shall be taken to be an original;but such counterparts shall together constitute but one and the same document.

 

12.5         Severability. Wheneverpossible, each provision of this Agreement shall be interpreted in such amanner as to be effective and valid under applicable law, but if any provisionof this Agreement shall be deemed prohibited if or invalid under suchapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, and such prohibition or invalidity shall notinvalidate the remainder of such provision or the other provisions or thisAgreement.

 

12.6         Complete Agreement.Except insofar as it refers to other agreements and instruments to RelatedDocuments, this Agreement is intended by the parties hereto to be a completeand final expression of their agreement, superseding any prior arrangement orunderstanding, written or oral with respect to the subject matter. ThisAgreement may not be contradicted by evidence of any prior orcontemporaneous oral agreement.

 

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12.7         Expenses. Unlessotherwise provided for in this Agreement, each of Buyer, and the Shareholdersshall pay all costs and expenses that it incurs with respect to thenegotiation, execution, delivery and performance of this Agreement. For thepurpose of clarification, SICC and its Subsidiaries shall not bear, incur orotherwise be charged with any expenses of the Shareholders in connection withthis Agreement.

 

12.8         Assignment. ThisAgreement and all of the provisions hereof shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and permittedassigns only. Neither this Agreement nor any of the rights, interests, orobligations hereunder shall be assigned or delegated by any of the partieshereto, either in whole or in part, without the prior written consent of theother parties hereto. Notwithstanding the foregoing, Buyer may assign thisAgreement to a subsidiary of Buyer prior to or at the Closing and may alsodeliver the Purchase Price through such subsidiary; provided, however, that (a) no assignment shall be permitted if suchassignment would have a materially adverse impact on either the likelihood ortiming of receipt of the FCC’s consent to the assignment of the FCCAuthorizations; and (b) assignment shall not relieve Buyer of any of itsobligations hereunder. For purposes of this Section 12.8, any delay inexcess of seven (7) days shall be deemed a material adverse impact on thetiming of receipt of the FCC’s requisite consent.

 

12.9         Accounting; OtherTerms. All accounting terms used herein which are not expressly defined inthis Agreement shall have the meanings given to them in accordance with GAAP. Theterm “including” shall mean including without limitation.

 

12.10       Parties. Nothing inthis Agreement is intended to confer any rights or remedies under or by reasonof this Agreement on any Persons other than the parties hereto and theirrespective successors and permitted assigns. Without limiting the foregoing, nothird Person shall be a beneficiary of any provision of this Agreement.

 

12.11       Arbitration and DisputeResolution. Any controversy, claim, or dispute relating to the performanceof this Agreement (a “Dispute”) shall be resolved in accordance with theprocedure specified in this Section 12.11. Either party may servewritten notice of any Dispute to the other party. The parties shall meet toattempt to resolve the Dispute within ten (10) days of such notice. Suchmeeting shall be attended by individuals with decision-making authority whowill negotiate in good faith to attempt to reach a resolution of the Disputeprior to pursuing other available remedies. If, within fifteen (15) days aftersuch meeting, the parties have not succeeded in negotiating a resolution of theDispute, such Dispute shall be resolved through final and binding arbitrationconducted by three (3) arbitrators familiar with the telecommunicationsindustry and with no conflicts with any party or material relationship with anyparty. The arbitration shall be held in Chicago, Illinois in accordance withthe then-current Rules of Conciliation and Arbitration of the AmericanArbitration Association, or such other rules as the parties may agreein writing. Such arbitrators shall be selected by mutual agreement of theparties within ten (10) days of the request for arbitration, or failingsuch agreement, each party shall select one (1) arbitrator and the two (2) selectedarbitrators shall mutually agree upon the selection of a third arbitratorwithin fifteen (15) days of the request for arbitration. Prior to the commencementof proceedings, each arbitrator will take an oath of impartiality. The partiesshall be afforded ninety (90) days to conduct discovery prior to thearbitration. The arbitrators shall have the authority to resolve discoverydisputes and to grant provisional or ancillary

 

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remedies,including equitable remedies. The arbitration proceedings and all testimony,filings, documents and information relating to or presented during thearbitration shall be subject to the confidentiality provisions of thisAgreement. A court reporter shall be present at all arbitration proceedings inorder to transcribe them and such transcription shall be the official record ofsuch proceedings for purposes of any judicial enforcement or review proceeding.The arbitrators’ decision shall specify the basis for any award and the typesof damages awarded. The parties shall bear the cost of such arbitration equallyand the prevailing party in any such arbitration and any judicial enforcementor review proceeding shall be entitled to reasonable attorneys’ fees from thenon-prevailing party in an amount to be determined by the arbitrators, inaddition to any other award ordered by the arbitrators. Judgment on thearbitrator’s decision may be entered in any court of competentjurisdiction.

 

12.12       Consent to Jurisdiction,Service and Venue. For the purpose of enforcing performance of theobligations under this Agreement, or otherwise in connection herewith, theparties hereby consent to the jurisdiction and venue in any federal courtlocated in the State of Illinois or any Illinois state court, and appoints andconstitutes the individual specified in Section 12.3 to receive noticesfor such party as the agent of such party for all service of process inconnection with any such matter. Copies of each document so served shall besent by certified mail to the addresses of the parties as set forth herein. Eachparty hereby waives the right to contest the jurisdiction and venue of suchcourts on the ground of inconvenience or otherwise, and further waives anyright to bring any action or proceeding against the other party or parties inany court other than those set forth above. The parties hereto irrevocably andunconditionally waive trial by jury in any legal action or proceeding relatingto this Agreement or any transaction contemplated hereby or thereby, and forany counterclaim with respect thereto.

 

12.13       Specific Performance.The parties acknowledge that their obligations under this Agreement are uniqueand that, prior to Closing, remedies at law, including monetary damages, willbe inadequate in the event either party should default in the performance ofits obligations under this Agreement. Accordingly, in the event of any suchbreach prior to Closing, the non-defaulting party shall be entitled to a decreeof specific performance pursuant to which the defaulting party is ordered toaffirmatively carry out its pre-closing obligations under this Agreement. Theforegoing shall not be deemed to be or construed as a waiver or election ofremedies by either party, both of whom expressly reserve any and all rights andremedies available to it at law or in equity in the event of any breach ordefault by the other party under this Agreement prior to Closing.

 

**ARTICLE 13DEFINITIONS**

** **

Unlessthe context specifically requires otherwise, capitalized terms used in thisAgreement shall have the meaning specified below:

 

“Affiliate”means any Person which directly or indirectly controls, is controlled by or isunder common control with another Person. The term “control” means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through theownership or voting securities, by contract or otherwise.

 

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“Agreement”means collectively, this document and any exhibits, schedules and anyagreements expressly incorporated herein as the context requires and as thesame may be amended, modified, or supplemented from time to time.

 

“BID”means a five-digit code administered by CIBERNET Corporation that may beused instead of a SID for billing purposes to indicate a specific service areawithin a SID.

 

“CellularEntities” means all Persons (including the Subsidiaries of SICC) engaged inCellular Service in which SICC or any Affiliate of SICC, either directly orindirectly, owns any capital stock, limited partner interest, general partnerinterest, membership interest, unit or other equity or similar interest.

 

“CellularInterest” means any capital stock, limited partner interest, general partnerinterest, membership interest, unit or other equity or similar interest in aCellular Entity owned by SICC or any Affiliate of SICC.

 

“Closing”means the effectuation of the transactions contemplated hereby.

 

“ClosingDate” means the date set forth in Section 8.1 of this Agreement.

 

“ClosingDate Statement” has the meaning set forth in Section 1.4(b).

 

“COBRA”means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section 4980Bof the Code, Title I Part 6 of ERISA, and any similar state grouphealth plan continuation law, together with all regulations and proposedregulations promulgated thereunder.

 

“Code”means the Internal Revenue Code of 1986, as amended, and all regulationsthereunder.

 

“CommercialMobile Service” has the meaning set forth in 47 U.S.C. Section 332(d).

 

“Consents”means the consents and approvals required to be set forth in Schedule 2.3in accordance with the terms of Section 2.3.

 

“EffectiveTime” has the meaning specified in Section 8.1.

 

“ERISA”means the Employee Retirement Income Security Act of 1974, as amended, and allregulations thereunder.

 

“ERISAAffiliate” means any Person that is a member of “controlled group ofcorporations” with, or is under “common control” with, or is a member of thesame “Affiliated service group” with SICC, as defined in Section 414 ofthe Code.

 

“EscrowAgent” means JPMorgan Chase Bank, N.A., acting under the Escrow Agreement.

 

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“EscrowAgreement” means an Escrow Agreement in substantially the form of attachedExhibit A.

 

“FCC”means the Federal Communications Commission (or any successor agency,commission, bureau, department or other political subdivision of the UnitedStates of America).

 

“FCCLicense” means any license, permit, approval, registration or authorizationgranted or issued by the FCC.

 

“FinalOrder” means an action by the FCC or the ICC as to which: (a) no requestfor stay of the action by the FCC or the ICC, as the case may be, ispending, no such stay is in effect, and if any time period is permitted bystatute or regulation for filing any request for such a stay, such time periodhas passed; (b) no petition for rehearing or reconsideration, orapplication for review, of the action is pending before the FCC or the ICC, asthe case may be, and the time permitted for filing any such petition orapplication has passed; (c) the FCC or the ICC, as the case may be,does not have the action under reconsideration on its own motion and the timein which such reconsideration is permitted has passed; and, (d) nopetition for review or appeal to a court, or request for stay to or by a court,of the FCC’s or ICC’s action, as the case may be, is pending or in effect,and the deadline for filing any such appeal or request has passed.

 

“FirstRefusal Right” means any right of first refusal, right of first offer,preemptive right, right to consent, put right, call right, tag along right,default or similar right or other adverse claim of any kind or naturewhatsoever in favor of any Person with respect to the Shares or any CellularInterest.

 

“GAAP”means generally accepted accounting principles for financial reporting in theUnited States, applied on a basis consistent with the basis on which the SICCFinancial Statements were prepared (to the extent such preparation was inaccordance with GAAP).

 

“GovernmentalAuthority” means the FCC, the ICC and any other governmental agency, body orinstrumentality having jurisdiction over SICC, its Subsidiaries, a CellularEntity, Shareholders or any of their Affiliates (whether federal, state orlocal), but does not include any arbitrator.

 

“HSRAct” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended, and the regulations promulgated thereunder.

 

“InterferenceConsent” means any agreement or arrangement between a party and any Person,including any present or proposed personal communications system, cellular ormicrowave system operator or any personal communications system, cellular ormicrowave licensee, conditional licensee or applicant with respect toco-channel and/or adjacent channel interference, the coordination of adjacentmarket channel use or other matters concerned with the operation of adjacentmarkets, allowing interference, restricting station operations, licensing orlocation, or limiting transmission time.

 

“ICC”means the Illinois Commerce Commission.

 

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“Indebtedness”means the total debt (including both short- and long-term debt) of SICC and itsSubsidiaries on a consolidated basis calculated in accordance with GAAP, andincludes all capital leases.

 

“IntellectualProperty” has the meaning stated in Section 2.7(a).

 

“Knowledge,”whether or not capitalized, means the actual knowledge of a Party uponreasonable inquiry. With respect to SICC, Knowledge means the actual knowledgeof the following Persons after reasonable inquiry: Terry Addington, TaniaSeger, Michael Beehn and Michael Jaksich. For purposes of this definition, “reasonableinquiry” mean that the foregoing representatives have, at a minimum, (1) reviewedthe relevant statement or representation contained in this Agreement and haveconsulted with the appropriate individuals (which shall include, withoutlimitation, current directors, officers and employees of SICC and any of itsSubsidiaries) as to whether such individuals have knowledge of any fact orcircumstance that would make such statement untrue, inaccurate or misleadingand (2) if applicable, reviewed such documents as are reasonably necessaryin order to assist in determination of whether such statement is untrue,inaccurate or misleading.

 

“Lien”means:

 

(a)           Anyinterest in property securing Indebtedness or other obligation owed to, orclaim by, a Person other than the owner of the property, whether such interestis based on the common law, statute or contract, and including a securityinterest arising from a mortgage, encumbrance, pledge, conditional sale ortrust receipt or a lease, consignment or bailment for security purposes;

 

(b)           Reservations,exceptions, encroachments, easements, rights-of-way, covenants, conditions,restrictions, leases and other title exceptions and encumbrances affectingproperty, including First Refusal Rights. For the purposes of this Agreement,SICC shall be deemed to be the owner of any property which it has acquired orholds subject to a conditional sale agreement, financing lease or otherarrangement pursuant to which title to the property has been retained by orvested in some other Person for security purposes and such retention or vestingshall be deemed to be a “Lien”; and,

 

(c)           Withrespect to shares of capital stock or other equity interest, any stockholdersor buy/sell agreements, voting trust agreements, buy-back agreements, allproxies or other restrictions on voting, equity or participation rights,including First Refusal Rights.

 

“MaterialIntellectual Property” has the meaning stated in Section 2.7(b).

 

“OSHA”means the Occupational Safety and Health Act of 1978, as amended from time totime.

 

“PermittedLien” means (i) any Lien for Taxes not yet due or delinquent or beingcontested in good faith by appropriate proceedings for which adequate reserveshave been established in accordance with GAAP, (ii) any statutory Lienarising in the ordinary course of business by operation of law with respect toa Liability that is not yet due or delinquent, (iii) any 

 

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minor imperfection oftitle, utility easements and the like, or similar Lien which individually or inthe aggregate with other such Liens do not materially interfere with SICC’s useof the assets subject thereto or adversely affect the business or condition ofSICC; (iv) Liens disclosed in Schedule 13 attached hereto, (v) Lienssecuring any executory obligations under any lease that constitutes anoperating lease under GAAP; and, (vi) exceptions of record and standardexceptions contained in ALTA title insurance policies or commitments forissuance thereof.

 

“Person”means any individual, corporation, limited liability companies, partnership,joint venture, trust or unincorporated organization or any government or anyagency or political subdivision thereof.

 

“PostpaySubscribers” means the aggregate number of active mobile telephone numbers inservice subscribed to the business of SICC and its Subsidiaries for CommercialMobile Service (excluding telephone numbers assigned pursuant to prepaid andreseller contracts or arrangements), and not more than 90 days delinquent inpaying their account.

 

“PSAP”means Public Safety Answering Point.

 

“RelatedDocuments” or “Related Agreements” means any agreement, instrument or documentbeing executed and delivered in connection with the Agreement and thetransactions contemplated hereby.

 

“ResolvedItem” has the meaning set forth in Section 1.4(b).

 

“RoamingPartners” is defined in Section 2.31(a).

 

“RoamingRevenue” means revenue recognized in accordance with GAAP by SICC or anySubsidiary for Cellular Service provided by them to subscribers of otherCommercial Mobile Service providers, including, without limitation, revenuesrelated to air time, toll and other charges applicable thereto.

 

“SID”means the five-digit code assigned to each market by the FCC for each FCCLicense.

 

“Subsidiary”of any Person means any corporation or other entity of which more than 50% ofthe outstanding voting securities are at the time owned, directly orindirectly, by such Person. With respect to SICC, Subsidiary includes eachCellular Entity other than RSA 6 & 7.

 

“StraddlePeriod” means any Taxable period that begins before the Closing Date and endsafter the Closing Date.

 

“Tax”or “Taxes” means any federal, state or local, income, gross receipts, capitalstock, franchise, profits, withholding, social security, unemployment,disability, real property, assessment, personal property, stamp, excise,occupation, sales, use, transfer, value added, alternative minimum, estimatedor other tax, including any interest, penalty or addition thereto, whetherdisputed or not.

 

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“TaxingAuthority” means any domestic, federal, national, state, provincial, county ormunicipal or other local government, any subdivision, agency, commission orauthority thereof, exercising any taxing authority or any other authorityexercising any Tax regulatory authority.

 

“TaxReturn” means any return, report, estimate or similar statement filed orrequired to be filed with any Governmental Authority with respect to any Taxes(including any attached schedules or supporting information), including,without limitation, any consolidated, combined and unitary return, informationreturn, claim for refund, amended return and declaration of estimated Tax.

 

“ThirdParty Interest” means any capital stock, limited partner interest, generalpartner interest, membership interest, unit or other equity or similar interestin a Cellular Entity owned by any Person other than the SICC or any Affiliateof SICC.

 

“Threatened”means a claim, proceeding, dispute, action, or other matter, if any demand orstatement has been made (in writing) or any notice has been given (in writing)that would lead a prudent person to conclude that such a claim, proceeding,dispute, action, or other matter is likely to be asserted, commenced, taken, orotherwise pursued in the future.

 

“Tower(s)”means all communication towers (i) owned, leased or licensed by SICC orany Subsidiary, or for which such entity holds an easement, right of way orother right to use or (ii) used in the business of SICC or any Subsidiary,including, without limitation, those set forth on Schedule 2.30(a).

 

“TowerDocuments” means each of the following with respect to each Tower Site: (i) afully executed ground lease or, if applicable, a deed, (ii) chain of allapplicable assignments or transfers of ground leases or, if applicable, deeds, (iii) aPhase I environmental site assessment report, (iv) a real propertyboundary survey (including, without limitation, all access and utilityeasements), (v) a 1A or 2C site survey, (vi) all easements and thechain of applicable assignments or transfers of such easements, (vii) writtenevidence of full compliance with NEPA, in a form reasonably acceptable toBuyer (including, without limitation, letters from applicable governmentalauthorities assessing any effects on fish and wildlife and on sites within thejurisdiction of any federal or state historic preservation authority), (viii) titlereports, commitments or policies of SICC’s or Subsidiary’s leasehold or feesimple interest, (ix) Tower site plans, Tower drawings, and foundationplans, (x) all lease, license and sublease agreements whereby any third partyuses or has the right to use any portion of the Tower Site, and (xi) finalzoning approval or determination, conditional use permits, or a letter statingthat no zoning was required and the basis thereof.

 

“TowerSite” has the meaning set forth in Section 2.30.

 

“UnresolvedItem” has the meaning set forth in Section 1.4(b).

 

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**INWITNESS WHEREOF,** the undersigned have executed this Agreementas a sealed instrument as of the day and year first above written.

 

 
| SOUTHERN  ILLINOIS CELLULAR CORP.           | ALLTEL  COMMUNICATIONS, INC.      |
|---------------------------------------------|----------------------------------------|
|                                        |                                   |   |   |
| By:                                         | /s/ Terry  Addington                   |   | By: | /s/ Kevin Beebe |   |
|                                        |                                   |   |   |
| Title:                                      | Chief Executive  Officer               |   | Title: | Group President –  Operations |   |
|                                        |                                   |   |   |
|                                        |                                   |   |   |
| SHAREHOLDERS:                               |                                   |   |
|                                        |                                   |   |   |
| Crosslink  Wireless, Inc.              |                                   |   |
|                                        |                                   |   |   |
| By:                                         | /s/ George  Rawlinson                  |   |   |   |
|                                        |                                   |   |   |
| Title:                                      | President                              |   |   |   |
|                                        |                                   |   |   |
|                                        |                                   |   |   |
| Egyptian  Communication Services, Inc. |                                   |   |
|                                        |                                   |   |   |
| By:                                         | /s/ Kevin J.  Jacobsen                 |   |   |   |
|                                        |                                   |   |   |
| Title:                                      | Executive Vice  President              |   |   |   |
|                                        |                                   |   |   |
|                                        |                                   |   |   |
| Hamilton County  Communications, Inc.  |                                   |   |
|                                        |                                   |   |   |
| By:                                         | /s/ Robert Thomason                    |   |   |   |
|                                        |                                   |   |   |
| Title:                                      | General Manager                        |   |   |   |
|                                        |                                   |   |   |
|                                        |                                   |   |   |
| HTC Holding Co.                             |                                   |   |
|                                        |                                   |   |   |
| By:                                         | /s/ H.R. Gentsch                       |   |   |   |
|                                        |                                   |   |   |
| Title:                                      | President and  Chief Executive Officer |   |   |   |
|                                        |                                   |   |   |
|                                        |                                   |   |   |
| MJD Services  Corp.                         |                                   |   |
|                                        |                                   |   |   |
| By:                                         | /s/ Eugene B.  Johnson                 |   |   |   |
|                                        |                                   |   |   |
| Title:                                      | Chief Executive  Officer               |   |   |   |

 

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| Shawnee  Communications, Inc.      |                |   |
|-----------------------------------------|---------------------|--------|
|                                    |                |   |   |
| By:                                     | /s/ James T.  Coyle |   |   |   |
|                                    |                |   |   |
| Title:                                  | President           |   |   |   |
|                                    |                |   |   |
|                                    |                |   |   |
| Wabash  Independent Networks, Inc. |                |   |
|                                    |                |   |   |
| By:                                     | /s/ David R.  Grahn |   |   |   |
|                                    |                |   |   |
| Title:                                  | General Manager/EVP |   |   |   |

 

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