**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**























PURCHASE
      AGREEMENT





by
      and
      between





RURAL
      CELLULAR CORPORATION





and





ALLTEL
      COMMUNICATIONS, INC.





dated





DECEMBER
      13, 2006










***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**







1.Definitions1


2.  Formation
      of, and Contributions to, Newco  8


3.  Purchase
      and Sale of the Newco Interest; Purchase Price  11


4.  Time,
      Manner and Place of Closing  15


5.  Closing
      Deliveries  15


6.  Conditions
      Precedent to Seller’s Obligation to Close  16


7.  Conditions
      Precedent to Purchaser’s Obligation to Close  17


8.  Seller
      Representations and Warranties  17


9.  Purchaser
      Representations and Warranties  23


10.  FCC
      and
      DOJ Filings  25


11.  Transition
      Services Agreement; Dual Licensing Agreement and Deliverables List  25


12.  License
      to Excluded Shared Assets; Intellectual Property;***  25


13.  Compliance
      with Governing Regulatory Documents  26


14.  ***  26


15.  Intellectual
      Property Consents  29


16.  Permits
      and Deferred Assets  29


17.  No
      Inconsistent Actions  29


18.  Disclosure
      of Materially Inaccurate Representations  30


19.  Confidentiality
      Agreement Remains in Effect  31


20.  Reasonable
      Efforts to Consummate Agreement  31


21.  Access
      to
      Transferred Assets, Financial Information and Officers  32


22.  Allocation
      of Consideration  32


23.  Damage
      to
      Transferred Assets Prior to Closing  33


24.  No
      Interference  33


25.  Indemnification
      of Purchaser Indemnitees  33


26.  Indemnification
      of Seller Indemnitees  34


27.  Subrogation  35


28.  Termination  35


29.  Governing
      Law  36


30.  Counterparts  36


31.  Additional
      Instruments  36


32.  Notices  36


33.  ***  37


34.  Miscellaneous  38





*Schedule
      1A - ***




*Schedule
      1B - Market




*Schedule
      2(b)(i) - Licenses




*Schedule
      2(b)(ii) - Network Assets and Leases




*Schedule
      2(b)(vi) - Retail Leases




*Schedule
      2(c)(ii) - Excluded Shared Assets







***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.





**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




*Schedule
      2(c)(iii) - Excluded Marks




*Schedule
      2(d) - Assumed Liabilities




*Schedule
      3(c) - Estimated Net Working Capital Calculation




*Schedule
      8(l) - Compliance with Laws




*Schedule
      8(w) - Operating Contracts




*Schedule
      8(dd) - Financial Statements




*Schedule
      8(ee) - ETC Disclosures




*Schedule
      14 - ***









*Exhibit
      A - Form of Transition Services Agreement




*Exhibit
      B - [Reserved]




*Exhibit
      C - Form of Consent to Assignment Agreement




*Exhibit
      D - Form of Facilities Use Agreement









*
            Omitted
                in accordance with Item 601(b)(2) of Regulation S-K as not material
                to an
                investment decision. The Registrant will supply any omitted exhibit
                or
                schedule to the Commission upon
                request.






***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 ii
 
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        2.1 Redacted**








PURCHASE
      AGREEMENT


THIS
      PURCHASE AGREEMENT (this “ Agreement ”)
      is
      entered into on December 13, 2006, by and between Rural Cellular
      Corporation, a Minnesota corporation (“ Purchaser ”),
      and
      ALLTEL Communications, Inc., a Delaware corporation (“ Seller ”).


**WHEREAS** ,
      the
      Governing Regulatory Documents oblige ALLTEL Corporation, a Delaware
      corporation, to sell or cause its Affiliates, successors and assigns to sell,
      certain assets, including the Transferred Assets;


**WHEREAS** ,
      WWC
      Holding Co., Inc. (the “ Contributing
      Entity ”)
      (i)
      holds the Transferred Assets including the Licenses and the spectrum encompassed
      by the Licenses, and (ii) is engaged in the Business in the Market;


**WHEREAS** ,
      immediately prior to Closing, Seller shall cause the Contributing Entity to
      contribute to Newco the Transferred Assets (other than the Licenses), the
      Additional Subscribers’ contracts and the Assumed Liabilities; and


**WHEREAS** ,
      at the
      time of closing, Seller shall cause the Contributing Entity to transfer the
      Licenses to Purchaser or its designated Affiliate; and


**WHEREAS** ,
      Purchaser, or its designated Affiliate, wishes to purchase from Seller its
      entire right, title and interest in Newco, and receive from the Contributing
      Entity, the Licenses, and Seller desires to sell to Purchaser or its designated
      Affiliate its entire interest in Newco and cause to be assigned to Purchaser
      or
      its designated Affiliate the Licenses, in each instance on the terms and
      conditions set forth in this Agreement;


**NOW,
      THEREFORE,** in
      consideration of the mutual promises contained herein, and for other good and
      valuable consideration, the receipt and sufficiency of which the parties
      acknowledge the parties hereby agree as follows:





**1.**  **Definitions.**




Except
      as
      otherwise provided herein, the capitalized terms set forth below shall have
      the
      following meanings:


“ Additional
      Subscribers ”
means
      those customers *** that are not located in the Market, but the support of
      whom
      is integrated for billing, financial, marketing, and customer service purposes
      with Subscribers.


“ Affiliate ”
means,
      with respect to any Person, any other Person that, directly or indirectly,
      through one or more intermediaries, Controls, is controlled by, or is under
      common control with, such first-named Person. For the avoidance of doubt (i)
      each of the Contributing Entity and Newco are Affiliates of Seller, but with
      respect to Newco only prior to the Effective Time; and (ii) Newco is an
      Affiliate of Purchaser, but only from and after the Effective Time.


“ Agreement ”
has
      the
      meaning given in the Preamble.


“ Applicable
      Rate ”
means
      the “Prime Rate” set forth in the “Money Rates” table of The Wall Street
      Journal, New York edition, on the date of calculation.


“ Arbitrator ”
has
      the
      meaning given in Section
      3(d)(iii)(1) .


“ Assumed
      Liabilities ”
has
      the
      meaning given in Section
      2(d) .


“ Base
      Purchase Price ”
has
      the
      meaning given in Section
      3(b) .


“ Business ”
means
      the business of marketing, selling and providing mobile wireless voice and
      data
      telecommunications services (including the provision of long distance
      telecommunications services for wireless calls) in the Market.


“ Cause ”
has
      the
      meaning given in Section
      14(d)(i) .


“ Cellular
      One License Assignment ”
means
      the Consent to Assignment Agreement in the form attached to this Agreement
      as Exhibit
      C ,
      to be
      entered into on the Closing Date between Seller, on behalf of itself and its
      Affiliates, and Purchaser, as consented to by Cellular One Properties, LLC,
      as a
      successor in interest to Cellular One Group, relating to the transfer of the
      licenses granted by the Cellular One Group to use the Cellular One service
      mark
      and certain related trademarks, service marks and designs in the
      Market.


“ Closing ”
means
      the closing of the transactions contemplated by this Agreement.


“ Closing
      Date ”
means
      the date on which the Closing occurs.


“ Closing
      Date Statement ”
has
      the
      meaning given in Section
      3(d)(i) .


“ Closing
      Net Working Capital ”
has
      the
      meaning given in Section
      3(d)(i) .


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


“ Communications
      Act ”
means
      the Communications Act of 1934, as amended.


“ Comparable
      Severance Payments ”
has
      the
      meaning given in Section
      14(d)(i) .


“ Confidentiality
      Agreement ”
has
      the
      meaning given in Section
      19 .


“ Contributing
      Entity ”
has
      the
      meaning given in the Recitals.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 1




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


“ Control ”
      (including, with correlative meanings, the terms “controlled by” and “under
      common control with”), as applied to any Person, means the possession, direct or
      indirect, of the power to direct or cause the direction of the management and
      policies of such Person, whether through the ownership of voting securities
      or
      other ownership interest, by contract or otherwise.


“ Cost
      Attachment ”
has
      the
      meaning set forth in the Transition Service Agreement.


“ Current
      Assets ”
means
      all assets (in the aggregate) that are Transferred Assets that are current
      (as
      determined by GAAP); provided that Current Assets shall not include for purposes
      of determining the Estimated Working Capital or Closing Net Working Capital
      any
      Excluded Assets.


“ Current
      Liabilities ”
means
      all Assumed Liabilities that are current (as determined by GAAP).


“ Damaged
      Assets ”
has
      the
      meaning given in Section
      23 .


“ Deferred
      Asset ”
has
      the
      meaning given in Section
      16 .


“ Deliverables
      List ”
has
      the
      meaning given in Section
      11(c) .


“ Descriptive
      Memorandum ”
means
      the document titled “Summary of Divestiture Assets” distributed by Seller to
      Purchaser on or about October 6, 2006, consisting of 20 numbered pages plus
      selected financial information consisting of an unaudited balance sheet and
      statement of income, and accompanying notes, as of June 30, 2006.


“ Designated
      Area ”
has
      the
      meaning given in Section
      8(ee) .


“ Dispute ”
has
      the
      meaning given in Section
      34(h).


“ Dispute
      Notice ”
has
      the
      meaning given in Section
      34(h)(i).


“ Divestiture
      Trustee ”
has
      the
      meaning given in the DOJ Consent Decree.


“ DOJ ”
means
      the United States Department of Justice.


“ DOJ
      Consent ”
means
      the DOJ’s approval of the transactions contemplated by this Agreement, as
      required by the terms of the DOJ Consent Decree.


“ DOJ
      Consent Decree ”
means
      the proposed Final Judgment filed in United
      States of America v. Alltel Corporation and Midwest Wireless Holdings
      L.L.C. ,
      Case
      No. 0:06 CV 03631, in the United States District Court for the District of
      Minnesota.


“ Effective
      Time ”
has
      the
      meaning given in Section
      4 .


“ Employees ”
means
      the employees set forth on Schedule 14 **** whose
      primary responsibility is the operation, development, sale, or license of the
      Transferred Assets.


“ Encumbrances ”
when
      used with respect to the Transferred Assets and Newco Membership Interest,
      means
      all mortgages, **** liens,
      security interests, encumbrances (including leases, subleases, options or rights
      of first refusal) and defects of title of any nature whatsoever, other than
      those created by or attaching through the Purchaser or its
      Affiliates.


“ Environmental
      Laws ”
means
      the common law, CERCLA (defined below), RCRA (defined below), National
      Environmental Policy Act of 1969 (“ NEPA ”),
      National Historic Preservation Act of 1966 and any applicable statutes,
      regulations, rules, ordinances, codes, licenses, permits, orders, approvals,
      plans, directives, authorizations, concessions and franchises of all
      governmental authorities, including 47 C.F.R. §§ 1.1301 1.1319, and all
      applicable judicial, administrative and regulatory decrees, judgments and
      orders, any of which relate to (i) the protection of human health or the
      environment from the effects of Hazardous Substances, including those pertaining
      to reporting, licensing, permitting, investigating and remediating discharges,
      releases or threatened releases of Hazardous Substances into the air, surface
      water, sediments, groundwater or land; (ii) the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Substances; or (iii) the ownership, occupancy, construction or
      operation of the Transferred Assets.


“ Escalation
      Procedure ”
has
      the
      meaning given in Section
      34(h)(i) .


“ Estimated
      Net Working Capital ”
has
      the
      meaning given in Section
      3(c) .


“ Estimated
      Purchase Price ”
has
      the
      meaning given in Section
      3(b) .


“ Excluded
      Assets ”
has
      the
      meaning given in Section
      2(c) .


“ Excluded
      Shared Assets ”
means
      any asset used substantially in the operation of Seller’s and its Affiliates’
overall wireless telecommunications services business which must be retained
      to
      continue existing operations of the wireless properties that Seller and its
      Affiliates are not required to divest by the Governing Regulatory Documents,
      and
      that are not capable of being divided between the Business and the wireless
      telecommunications services business of Seller and its Affiliates that are
      not
      being divested, which includes but is not limited to those assets enumerated
      on Schedule 2(c)(ii) hereto.


“ Facilities
      Use Agreement ”
means
      the Facilities Use Agreement attached herein as Exhibit
      D .


“ FAA ”
means
      the Federal Aviation Administration.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 2




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**





“ FCC ”
means
      the United States Federal Communications Commission or any successor agency
      or
      organization.


“ FCC
      Consent ”
means
      any consent of the FCC to the transfer and assignment of the Licenses, all
      in
      accordance with the terms of this Agreement.


“ FCC
      License Assignment ”
has
      the
      meaning given in Section
      5(b)(ii) .


“ FCC
      Order ”
means
      FCC Order 06-146 in WT Docket No. 05-339, released October 2, 2006.


“ FDS ”
has
      the
      meaning set forth in the Transition Service Agreement.


“ Final
      Order ”
means
      action by a governmental authority which has not been vacated, reversed, set
      aside, annulled or suspended and as to which: (i) no request for stay by such
      authority of the action is pending, no such stay is in effect, and, if any
      deadline for filing any such request is designated by statute or regulation,
      it
      has passed; (ii) no petition for rehearing or reconsideration of the action
      is
      pending before such governmental authority, and the time for filing any such
      petition has passed; (iii) such governmental authority does not have the action
      under reconsideration on its own motion and the time for such reconsideration
      has passed; and (iv) no appeal to a court, or request for stay by a court,
      of
      such governmental authority’s action is pending or in effect, and, if any
      deadline for filing any such appeal or request is designated by statute or
      rule,
      it has passed.


“ Financial
      Statements ”
has
      the
      meaning given in Section
      8(dd) .


“ FTC ”
means
      the United States Federal Trade Commission or any successor agency or
      organization.


“ GAAP ”
means
      United States generally accepted accounting principles.


“ Good
      Reason ”
has
      the
      meaning given in Section
      14(d)(i) .


“ Governing
      Regulatory Documents ”
means
      (i) the DOJ Consent Decree (ii) the Preservation of Assets Order and (iii)
      the
      FCC Order.


“ GSM ”
means
      the Global System for Mobile Communications.


“ Hazardous
      Substance ”
means
      any hazardous or toxic substance, pollutant, contaminant or other material
      which, as of the date of this Agreement, is defined as hazardous or toxic under
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended (“ CERCLA ”),
      and
      its implementing regulations; defined as a hazardous waste or regulated
      substance under the Resource Conservation and Recovery Act of 1976, as amended
      (“ RCRA ”)
      and
      its implementing regulations; or is regulated under any applicable Environmental
      Laws, including any substance which has been determined by regulation, ruling
      or
      otherwise by any governmental authority to be a hazardous or toxic substance
      regulated under federal or state law, and shall include petroleum and petroleum
      products, asbestos and polychlorinated biphenyls.


“ HSR
      Act ”
means
      the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
      rules and regulations promulgated thereunder.


“ Licenses ”
means
      the FCC licenses and authorizations to construct, own and operate a wireless
      communications system listed on Schedule
      2(b)(i) .


“ Losses ”
means
      any loss, damage, cost, expense, liability, obligation, claim, action, suit,
      demand, judgment and reasonable attorneys’ fees, but excluding any exemplary,
      consequential **** or
      punitive damages (other than exemplary, consequential or punitive damages
      payable to third parties).


“ Management
      Trustee ”
shall
      have the meaning given in the DOJ Consent Decree.


“ Management
      Trustee Agreement ”
means
      the Management Trustee Agreement dated Octo ber 3,
      2006 between
      Midwest, Alltel Corporation and the Management Trustee.


“ Market ”
means
      the markets specified on Schedule
      1B .


“ Midwest ”
means
      Midwest Wireless Holdings L.L.C., a Delaware limited liability
      company.


“ Multi-line
      Business Customer ”
means
      a
      corporate or business customer of the Business that contracts with Seller or
      its
      Affiliate for mobile wireless services to provide multiple telephones to its
      employees and such services for such employees are provided pursuant to a
      contract with the corporate or business customer.


“ Newco ”
means
      Southern Minnesota, LLC, a Delaware limited liability company.


“ Newco
      Membership Interes t”
has
      the meaning given in Section
      3(d) .


“ Participant ”
has
      the
      meaning given in Section
      14(d)(i) .


“ PCS ”
means
      Personal Communications Services as that term is defined in 47 C.F.R.
§ 24.5.


“ Person ”
means
      any individual, corporation, association, partnership, joint venture, trust,
      estate, limited liability company, limited liability partnership, governmental
      authority, or other entity or organization.


“ Postpay
      Subscribers ”
means
      the aggregate number of mobile telephone numbers subscribed to the Business
      and
      associated with a land line rate center that falls within the Market that are
      in
      active service and are without unpaid charges attributable to such number over
      120 days past due, ignoring telephone numbers assigned pursuant to prepaid
      and
      reseller contracts.





***Information
            omitted and filed separately with the
            Securities and Exchange Commission pursuant to a request for confidential
            treatment.
 3




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


“ Preservation
      of Assets Order ”
means,
      collectively, the Preservation of Assets Stipulation and Preservation of Assets
      Order in each case executed on September 7, 2006 and filed with the U.S.
      District Court for the District of Minnesota in United
      States of America v. Alltel Corporation and Midwest Wireless Holdings
      L.L.C. ,
      Case
      No. 0:06-CV-03631, in the United States District Court for the District of
      Minnesota.


“ Purchaser ”
has
      the
      meaning given in the Preamble.


“ Purchaser
      Deductible ”
has
      the
      meaning given in Section
      25 .


“ Purchaser
      Indemnitees ”
means
      Purchaser and its Affiliates and their respective managers, officers, directors,
      employees, agents, successors and assigns.


“ Purchaser
      Material Adverse Effect ”
means
      an event, change or occurrence that, individually or together with any other
      event, change or occurrence, has or is reasonably likely to have a material
      adverse effect on the ability of Purchaser to consummate the transactions
      contemplated by this Agreement; provided, however, that in no event shall any
      event, occurrence, fact, condition, change development or effect resulting
      from
      compliance by Purchaser or its Affiliates with the terms and conditions of
      this
      Agreement or the Governing Regulatory Documents be deemed a Purchaser Material
      Adverse Effect.


“ Purchase
      Price ”
has
      the
      meaning given in Section
      3(b) .


“ Resolution
      Period ”
has
      the
      meaning given in Section
      3(d)(ii) .


“ Resolved
      Items ”
has
      the
      meaning given in Section
      3(d)(ii) .


“ Response ”
has
      the
      meaning given in Section
      34(h)(i) .


“ Securities
      Act ”
means
      the Securities Act of 1933, as amended.


“ Seller ”
has
      the
      meaning given in the Preamble.


“ Seller
      Deductible ”
has
      the
      meaning given in Section
      26 .


“ Seller
      Indemnitees ”
means
      Seller and its Affiliates, and their respective managers, officers, directors,
      employees and agents.


“ Seller
      Material Adverse Effect ”
means
      an event, change or occurrence that, individually or together with any other
      event, change or occurrence, has or is reasonably likely to have a material
      adverse effect on (i) the Transferred Assets, (ii) the operations of the
      Business, taken as a whole, or (iii) the ability of Seller to consummate the
      transactions contemplated by this Agreement; provided, however, that in no
      event
      shall any of the following be deemed to constitute a Seller Material Adverse
      Effect: any event, occurrence, fact, condition, change development or effect
      resulting from (a) compliance by Seller or its Affiliates with the terms and
      conditions of this Agreement or the Governing Regulatory Documents, (b) a loss
      of Subscribers or Employees resulting from the announcement or pendency of
      the
      transactions contemplated by this Agreement, (c) changes affecting the wireless
      communication industry generally or the economy generally, or (d) any action
      taken by Purchaser or its Affiliates relating to the Business (except as may
      be
      expressly provided by this Agreement or any related agreement).


***


“ Subscriber ”
means
      a
      mobile telephone number subscribed to the Business and associated with a land
      line rate center that falls within the Market.


“ Tax”
      or “Taxes ”
means
      any taxes, duties, assessments, fees, levies, or similar governmental charges,
      imposed by any taxing authority, wherever located (i.e., whether federal, state,
      local, municipal, or foreign), including all net income, gross income, gross
      receipts, net receipts, sales, use, transfer, franchise, privilege, profits,
      social security, disability, withholding, payroll, telecommunications, utility
      user, unemployment, employment, excise, severance, property, windfall profits,
      value added, ad valorem or occupation tax, or any other similar governmental
      charge or imposition, together with any interest, additions or penalties with
      respect thereto and any interest in respect of such additions or penalties,
      but
      excluding FCC payments and fees and copyright payments and fees.


“ Transfer
      Taxes ”
has
      the
      meaning set forth in Section 2(d)(v) .


“ Transferred
      Assets ”
has
      the
      meaning given in Section
      2(b).


“ Transition
      Services Agreement ”
has
      the
      meaning set forth in Section
      11 .


“ Unresolved
      Items ”
has
      the
      meaning given in Section
      3(d)(iii) .


“ Working
      Capital Target ”
has
      the
      meaning given in Section
      3(b) .





**2.**  **Formation
      of, and Contributions to, Newco.**




(a)  Immediately
      prior to the Effective Time, Seller shall (i) cause the Contributing Entity
      to
      contribute to Newco all of the Contributing Entity’s right, title, and interest
      to the Transferred Assets (other than the Licenses),




***Information
          omitted
          and filed separately with the Securities and Exchange Commission pursuant
          to a
          request for confidential treatment.
 4




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




and
      the
      Additional Subscribers’ contracts and (ii) cause Newco to assume the Assumed
      Liabilities. All contributions of assets to, or assumptions of liability by,
      Newco shall be made pursuant to documents of transfer, assignment and
      contribution or assumption in form reasonably satisfactory to Purchaser. All
      proposed documents shall be provided to Purchaser for review and comment at
      least five (5) business days prior to Closing.




(b)  “ Transferred
      Assets ”
means
      all assets, tangible or intangible, properties or rights owned, leased or
      licensed by the Contributing Entity and primarily used or held for use in the
      operation of the Business, other than the Excluded Assets, including, without
      limitation:




(i)  the
      Licenses set forth on Schedule
      2(b)(i) ;




(ii)  all
      network assets and other equipment used or held for use in the Market (including
      transport facilities, test equipment, network management equipment,
      communication equipment (including transmitters and receivers, antennae,
      generators, towers, and network facilities)) and the tower leases set forth
      on Schedule
      2(b)(ii) ;




(iii)  all
      owned
      or leased real property used or held for use to support the network assets
      used
      in the Business, including the cell sites set forth on Schedule
      2(b)(ii) ;




(iv)  engineering
      records, customer and billing files and data in electronic form (and hard copies
      to the extent same exists), network plans, including all FCC and FAA compliance
      records of the Business;




(v)  all
      federal, state and local licenses and permits used or held for use in the
      Market;




(vi)  all
      retail facilities, contracts and operations of the Business, including the
      retail leases set forth on Schedule
      2(b)(vi) ;




(vii)  equipment,
      furniture and other personal property (owned or leased) of the Business;




(viii)  inventory;




(ix)  the
      accounts receivable relating to the Business including any accounts receivable
      or current assets that have been written off by Seller or its Affiliates in
      accordance with GAAP in the ordinary course of business consistent with past
      practice. For purposes of clarification, Purchaser acknowledges that portions
      of
      written off accounts receivables and other current assets may have been sold
      to
      third parties in the ordinary course of business and are not assets of Seller
      subject to inclusion in Transferred Assets;




(x)  contracts
      primarily related to the Business, including Subscriber contracts, Multi-line
      Business Customer contracts and local agent contracts, if any;




(xi)  the
      minute book, membership records and other records of Newco having exclusively
      to
      do with the organization and capitalization of Newco;




(xii)  prepaid
      expenses related to the other Transferred Assets, and customer security
      deposit;




(xiii)  the
      Cellular One License Assignment (solely to the extent that consent of assignment
      of Cellular One Properties, LLC is obtained prior to Closing);




(xiv)  rights
      to
      the NPA-NXX number blocks associated with the Business;




(xv)  reseller
      customers located in the Market;




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 5




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


(xvi)  Radio
      Shack locations and Wal-Mart Connect Kiosks used by Seller in the
      Business;




(xvii)  to
      the
      extent not otherwise described in subparagraphs (i) through (xvi) above, any
      other asset relating to the Business and constituting a “Divestiture Asset” as
      such term is defined in the DOJ Consent Decree.




(c)  “ Excluded
      Assets ”
      means:




(i)  cash
      and
      cash equivalents other than cash included in cash registers in the Market as
      of
      the Closing Date;




(ii)  Excluded
      Shared Assets;




(iii)  trademarks,
      trade names and intellectual property, including but not limited to the marks
      set forth on Schedule
      2(c)(iii) ,
      and all
      rights related thereto;




(iv)  employee
      benefit and welfare plans;




(v)  Any
      recovery in respect of any accounts receivable or current assets that have
      been
      written off in accordance with GAAP in the ordinary course of business
      consistent with past practice (and any recovery in respect thereof) prior to
      the
      Closing Date;




(vi)  claims
      for tax refunds and/or credits for periods prior to the Closing;




(vii)  minute
      books and tax returns of transferors (other than Newco);




(viii)  insurance
      policies and rights to insurance proceeds;




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




(x)  all
      licenses, authorizations and permits to use PCS spectrum in the Market except
      as
      listed on Schedule
      2(b)(i) ;




(xi)  assets
      used solely to operate Seller’s GSM roaming business in the Market, including
      GSM roaming contracts and equipment; and




(xii)  assets
      used solely to operate Seller’s PCS business, including PCS roaming contracts
      and equipment.




(d)  “ Assumed
      Liabilities ”
means
      all of the liabilities and other obligations (i) relating to the Transferred
      Assets, to the extent such liabilities and other obligations are generally
      consistent with the description of the Business and Transferred Assets set
      forth
      in the Descriptive Memorandum (ii) arising from contracts (including Subscriber
      contracts) or leases included in the Transferred Assets, or (iii) as otherwise
      listed on Schedule 2(d) hereto,
      (y) only to the extent such liabilities and other obligations arise from and
      after the Effective Time, and (z) exclude any liabilities or obligations arising
      from a breach of any of such contracts by the Contributing Entity or its
      Affiliates. The Assumed Liabilities shall specifically exclude the following
      liabilities or obligations of Seller or its Affiliates, whether or not related
      to the Transferred Assets or the Business: (i) all liabilities or obligations
      in
      connection with, resulting from, or arising out of, directly or indirectly,
      the
      ownership, operation or control, as applicable, of the Transferred Assets,
      Business or Newco Membership Interest prior to the Closing Date or the Excluded
      Assets at any time, including the cost and expenses of the Management Trustee
      and the Divestiture Trustee incurred in furtherance of performing their duties
      and responsibilities pursuant to the Governing Regulatory Documents; (ii) any
      and all employment related claims, wages, commissions, salaries, bonus,
      compensation, claims,




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 6




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




damages,
      pending proceedings, awards, vacation pay, paid time off, sick pay, holiday
      pay,
      severance pay, disability benefits or other claims or expenses incurred, earned
      or accrued prior to the Closing by the Employees and their dependents and
      beneficiaries under any benefit plans or otherwise other than as expressly
      provided in Section
      14(c)(ii) of this
      Agreement and only to the extent such amounts are included in the calculation
      of
      Closing Net Working Capital; (iii) all liabilities or obligations for vendor
      payments with respect to capital expenditures that have been performed or
      delivered prior to the Closing Date except to the extent such amounts are
      included in the calculation of Closing Net Working Capital; provided that all
      liabilities and obligations for vendor commitments and capital expenditures
      performed or delivered on or after the Closing Date shall be the responsibility
      of and paid by Purchaser; (iv) any and all Taxes that are obligations of Seller
      or an Affiliate of Seller; (v) any liability of Seller or any Affiliates of
      Seller for Taxes arising in connection with the consummation of the transactions
      contemplated hereby (other than those described in Section
      34(f )
      “ Transfer
      Taxes ”);
      or
      (vi) Taxes with respect to taxable periods (or any portion thereof) ending
      prior
      to the Closing Date that arise out of the Transferred Assets or Business;
      provided that, (x) any Tax attributable to a taxable period which begins before
      and ends after the Closing Date shall be apportioned between the portion of
      such
      period ending prior to the Closing Date and the portion beginning on the day
      after the Closing Date (y) in the case of real property taxes, personal property
      taxes, and similar ad valorem obligations, by apportioning such Taxes in
      accordance with local custom and practice based on the number of calendar days
      in the Tax period, and (z) in the case of all other Taxes (other than Transfer
      Taxes), on the basis of the actual activities of the Transferred Assets, as
      determined from the books and records of the Business for such partial period;
      (vii) any liabilities or obligations incurred by Seller, the Contributing Entity
      or Newco in the preparation, negotiation or performance under this Agreement;
      (viii) any indebtedness for borrowed money (including capital lease
      obligations); **(** ix)
      liabilities and obligations arising before, on or after the Effective Time
      with
      respect to any employee of Seller or its Affiliates that does not accept
      Purchaser’s offer of employment contemplated by Section
      14 ;
      (x)
      liabilities and obligations arising on or before the Effective Time with respect
      to any employee of Seller or its Affiliates that accepts Purchaser’s offer of
      employment contemplated by Section
      14, other
      than as expressly provided in Section
      14(c)(ii) and only
      to the extent such amounts are included in the calculation of Closing Net
      Working Capital; and (xi) liabilities and obligations, including indemnity
      obligations, arising at any time under the Management Trustee Agreement other
      than as expressly provided in Section
      14(c)(ii) of this
      Agreement, only to the extent such amounts are included in the calculation
      of
      Closing Net Working Capital.




**3.**  **Purchase
      and Sale of the Newco Interest; Purchase Price.**




(a)  Subject
      to the terms and conditions of this Agreement and in reliance on the
      representations, warranties and covenants herein set forth, at the Closing,
      Seller will, or will cause its Affiliate to, sell, transfer, convey, assign
      and
      deliver to Purchaser or its designated Affiliate, and Purchaser or its
      designated Affiliate will purchase and acquire from Seller or its Affiliate,
      (i)
      all of Seller’s or its Affiliate’s right, title and interest in and to its
      entire membership interest in Newco (the “ Newco
      Membership Interest ”),
      which
      shall constitute 100% of Newco’s membership interest and right to acquire
      Newco’s membership interest; and (ii) the Licenses.




(b)  In
      consideration for the Newco Membership Interest and the Licenses, Purchaser
      shall pay to Seller an aggregate amount of cash equal to *** (the “ Base
      Purchase Price ”) *plus* an
      amount equal to the difference between the Estimated Net Working Capital and
      ***
      (the “ Working
      Capital Target ”)
      if the
      Estimated Net Working Capital is greater than the Working Capital Target or,
      in
      the alternative, *minus* an
      amount equal to the difference between the Estimated Net Working Capital and
      the
      Working Capital Target if Estimated Net Working Capital is less than the Working
      Capital Target (the Base Purchase Price, as adjusted for the difference between
      the Working Capital Target and the Estimated Working Capital, the “ Estimated
      Purchase Price ”).
      The
      Estimated Purchase Price shall be subject to adjustment as provided in
      Section 3(d) (as adjusted, the “ Purchase
      Price ”).
      The
      Estimated Purchase Price shall be paid by wire transfer of immediately available
      funds by 12:00 noon New York time on the Closing Date, to such account as Seller
      shall designate to Purchaser in writing.




(c)  Not
      less
      than 14 calendar days prior to the Closing Date, Seller will deliver to
      Purchaser (i) a written statement (with appropriate supporting documentation
      showing the Current Assets and Current Liabilities) of its good faith estimate
      of the amount by which the Current Assets, as of the Closing Date, are greater
      or less than the Current Liabilities as of the Closing Date (the “ Estimated
      Net Working Capital ”),
      which
      shall be calculated on a




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 7




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




basis
      consistent with the calculation set forth on Schedule 3(c) and
      (ii) the Estimated Purchase Price based thereon. Seller shall cooperate
      with Purchaser to provide Purchaser with a reasonable opportunity to review
      and
      comment upon Seller’s calculation of the estimated Current Assets as of the
      Closing Date, estimated Current Liabilities as of the Closing Date and the
      Estimated Net Working Capital based thereon. Seller shall provide Purchaser
      and
      its authorized representatives reasonable access during normal business hours
      and without significant disruption to the business of the Seller and its
      Affiliates and to all books, records and employees of Seller and its Affiliates
      having relevant information concerning the Estimated Net Working Capital. Within
      10 calendar days after receipt of Seller’s calculation of the Estimated Purchase
      Price, Purchaser shall, in a written notice to Seller, either accept Seller’s
      calculation of the Estimated Purchase Price or provide a written notice
      containing Purchaser’s good faith calculation of the Estimated Net Working
      Capital amount and describing any objections to Seller’s calculation with
      reasonable particularity. If Seller shall not have received a written notice
      of
      a revised calculation within this 10 calendar day period, Purchaser will be
      deemed irrevocably to have accepted Seller’s calculation of the Estimated Net
      Working Capital for the purpose of calculating the Estimated Purchase Price
      to
      be paid at Closing and for no other purpose. If Purchaser notifies Seller of
      its
      revised calculation in accordance with this Section, Purchaser and Seller shall
      attempt to resolve their differences through representatives who are duly
      authorized to negotiate with respect to all differences, and any resolution
      by
      them as to disputed amounts shall be in writing. If the parties are not able
      to
      resolve their differences prior to the Closing Date, the parties shall use
      the
      arithmetic mean of the two calculations of Estimated Purchase Price delivered
      by
      each of Purchaser and Seller in accordance with this Section 3(c) solely
      for the purpose of calculating the Estimated Purchase Price to be paid at
      Closing.




(d)  Closing
      Date Statement.




(i)  (a) As
      promptly as practicable following the Closing (but in no event later than
      60 calendar days thereafter), Seller shall prepare and deliver to Purchaser
      a written statement (with appropriate supporting documentation showing the
      calculation of individual items of Current Assets and Current Liabilities,
      collectively, the “ Closing
      Date Statement ”)
      of its
      good faith determination of the amount by which the Current Assets, as of the
      Closing Date, are greater than or less than the Current Liabilities as of the
      Closing Date (the “ Closing
      Net Working Capital ”)
      calculated on a basis consistent with the accounting principles and
      methodologies set forth on Schedule 3(c) .
      Solely
      for purposes of calculating the Closing Net Working Capital, the parties agree
      that if the Closing occurs (A) prior to the fifteenth day of a calendar month
      the Closing Net Working Capital shall be calculated as of the first day of
      said
      month, and (B) on or after the fifteenth day of a calendar month, the Closing
      Net Working Capital shall be calculated as of the last day of said
      month.




(b)  If
        the
        Closing Date is other than the first day or last day of the calendar month,
        Closing Net Working Capital will be adjusted as follows: The Seller shall
        prepare a statement that sets forth its good faith determination of the earnings
        before interest, taxes, depreciation and amortization for the Market for
        the
        month in which Closing occurs (the “EBITDA”) and shall deliver such EBITDA
        calculation with, and as an integral part of, the Closing Date Statement.
        Financial statements shall be prepared in a manner consistent with the
        methodologies and principles of the Seller and its Affiliates referenced
        in
        Section 8(dd). Subject to the provisions of this Section 3(d) regarding
        resolution of Unresolved Items, EBITDA will be allocated between Purchaser
        and
        Seller proportionate to the number of days that the Market was owned by each
        Party in the month in which Closing occurs. For example; assuming a 30-day
        month, if the Closing Date is the 10th calendar day of such month, Purchaser
        will be allocated two-thirds ((30 -10)/30) and Seller will be allocated
        one-third (10/30) of the EBITDA.




(ii)  Within
      45
      calendar days after receipt of the Closing Date Statement, Purchaser shall,
      in a
      written notice to Seller, either accept the Closing Date Statement or describe
      any objections with reasonable particularity. If Seller shall not have received
      a written notice of proposed adjustments within this 60 calendar day period,
      Purchaser will be deemed irrevocably to have accepted such Closing Date
      Statement solely for the purpose of calculating Closing Net Working Capital.
      In
      addition, any item included in the Closing Date Statement that is not objected
      to by Purchaser with reasonable particularity shall be deemed to have been
      irrevocably accepted by Purchaser solely for the purpose of calculating Closing
      Net Working Capital (“Resolved
      Items”)
      and
      any amounts included within such item shall be deemed to be final, binding
      and
      conclusive for such purpose. If Purchaser notifies Seller of its objections
      to
      the Closing Date Statement in accordance with this Section, the parties shall,
      within 10 calendar days (or such longer period as the parties may mutually
      agree) following such notice (the “Resolution
      Period”),
      attempt through representatives who are duly authorized to negotiate with
      respect to all outstanding differences to resolve their differences, and any
      written resolution by them as to any disputed amounts shall be final, binding
      and conclusive.




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 8








**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




(iii)  Any
      amounts remaining in dispute at the conclusion of the Resolution Period
      (“ Unresolved
      Items ”)
      shall
      be submitted to binding arbitration in the state of Delaware for a resolution
      of
      the Unresolved Items. Except as otherwise provided in this Section 3(d),
      the arbitration shall be pursuant to the Commercial Arbitration Rules of the
      American Arbitration Association.




(1)  The
      arbitrator (the “ Arbitrator ”)
      shall
      be selected by the parties in good faith and in a timely fashion, but in no
      event later than 10 calendar days after the expiration of the Resolution Period.
      In the event that the parties are unable to agree on the selection of the
      Arbitrator, either party may request the American Arbitration Association to
      appoint the Arbitrator. Prior to the commencement of hearings, the Arbitrator
      shall take an oath of impartiality.




(2)  The
      arbitration proceedings and all testimony, filings, documents and information
      relating to or presented during the arbitration proceedings shall be deemed
      to
      be information subject to the confidentiality provisions of this Agreement.




(3)  Any
      determination of Unresolved Items, including the Closing Net Working Capital,
      rendered pursuant to this Section 3(d) shall be final, conclusive and
      binding upon the parties and any judgment thereon may be entered and enforced
      in
      any court of competent jurisdiction. The Arbitrator shall set forth in writing
      the determination of the Unresolved Items and a calculation of the Closing
      Net
      Working Capital based upon the amount of Resolved Items and the Arbitrator’s
      determinations of the Unresolved Items.




(4)  Unless
      Purchaser and Seller otherwise mutually agree in writing, Purchaser and Seller
      shall share the fees and expenses of the Arbitrator based on the following
      formulas: (i) Seller shall pay a portion of such fees and expenses equal to
      the total of such fees and expenses multiplied by a fraction, the numerator
      of
      which is the dollar amount of Unresolved Items resolved in favor of Purchaser
      and the denominator of which is the total dollar amount of Unresolved Items;
      and
      (ii) Purchaser shall pay a portion of fees and expenses equal to the total
      of such fees and expenses multiplied by a fraction, the numerator of which
      is
      the dollar amount of Unresolved Items resolved in favor of Seller and the
      denominator of which is the total dollar amount of Unresolved Items. Each party
      shall bear all the fees, costs and expenses of its own attorneys, experts and
      witnesses; provided, however, that in connection with any judicial proceeding
      to
      compel arbitration pursuant to this Agreement or to confirm, vacate or enforce
      any determination rendered pursuant to this Section 3(d), the prevailing
      party in such a proceeding shall be entitled to recover reasonable attorney’s
      fees and expenses incurred in connection with such proceeding, in addition
      to
      any other relief to which it may be entitled.




(iv)  Upon
      any
      (i) agreement or deemed agreement by Purchaser and Seller as to the Closing
      Net Working Capital, or (ii) the Arbitrator’s determination of the Closing
      Net Working Capital the parties shall, based thereupon, calculate the Purchase
      Price using the equation used to calculate Estimated Purchase Prices set forth
      in Section 3(c) above except that the for purposes of calculating the Purchase
      Price, the Estimated Net Working Capital will be replaced by the Closing Net
      Working Capital in such equation. If the Purchase Price as finally determined
      above is greater than the Estimated Purchase Price, Purchaser shall promptly,
      but no later than two (2) business days after such agreement or determination,
      pay to Seller the amount of such difference. If the Purchase Price as finally
      determined above is less than the Estimated Purchase Price, Seller shall
      promptly, but no later than two (2) business days after such agreement or
      determination, pay to Purchaser the amount of such difference.




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 9




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




(v)  Any
      amount payable in accordance with this Section 3(d) shall bear interest
      from and after the Closing Date through but excluding the date of payment,
      at
      the rate per annum equal to the Applicable Rate on the Closing Date. Such
      interest shall accrue daily on the basis of a 365-day year.




(vi)  All
      amounts payable in accordance with this Section 3(d) shall be paid by
      delivery of immediately available funds by wire transfer in U.S. dollars to,
      in
      the case of amounts payable by Purchaser, the account identified by Seller
      in
      accordance with Section 3(b) above or an alternate account that Seller may
      designate in writing or, in the case of amounts payable by Seller, to such
      account as Purchaser may designate in writing to Seller.




(vii)  During
      the period of any review or dispute as provided in this Section 3(d),
      Seller shall provide Purchaser and its authorized representatives reasonable
      access during normal business hours and without significant disruption to the
      business of Seller and its Affiliates, to all books, records and employees
      of
      Seller and its Affiliates having relevant information concerning the Closing
      Date Statement to the extent that such information was used in the calculation
      of the Closing Net Working Capital reflected thereon.




**4.**  **Time,
      Manner and Place of Closing.**




Unless
      otherwise agreed by the parties, the Closing shall take place on the fifth
      business day (or such fewer business days required in order to avoid an
      obligation by Seller to divest the Transferred Assets to a Divestiture Trustee
      pursuant to the Governing Regulatory Documents) after the date on which the
      last
      condition precedent set forth in Sections
      6 and 7 (other
      than such conditions precedent that are not capable of being satisfied until
      the
      Closing) is satisfied or waived; provided that, to the extent permitted by
      the
      Governing Regulatory Documents, the Closing shall occur on the last day of
      an
      applicable calendar month if such date follows within ten (10) days of the
      date
      the closing would otherwise occur but for this provision. The Closing may be
      conducted by facsimile or other means of electronic transmission, but shall
      be
      deemed to take place at the offices of Alltel Communications, Inc., One Allied
      Drive, Little Rock, Arkansas 72202. If the Closing occurs, for purposes of
      this
      Agreement, the Closing shall be deemed to have occurred at 12:00:01 a.m. Central
      time on the Closing Date (the “ Effective
      Time ”)
      or
      such other time as agreed upon by Purchaser and Seller.





**5.**  **Closing
      Deliveries.**




(a)  At
      the
      Closing, Purchaser shall deliver or cause to be delivered to
      Seller:




(i)  the
      Estimated Purchase Price to be wired in immediately available funds to an
      account to be designated by Seller;




(ii)  a
      certificate of an officer of Purchaser, dated on the Closing Date, certifying
      that, as of such Closing Date each of the conditions in Section
      6 is
      satisfied;




(iii)  the
      FCC
      License Assignment;




(iv)  executed
      copies of the Transition Services Agreement and the Facilities Use Agreement;
      and




(v)  the
      Deliverables List.




(b)  At
      the
      Closing, Seller shall deliver or cause to be delivered to
      Purchaser:




(i)  an
      executed copy of a document, in form and substance reasonably satisfactory
      to
      Purchaser, transferring the Newco Membership Interest to Purchaser (together
      with related certificate, if the Newco Membership Interest is certificated);






***Information
          omitted
          and filed separately with the Securities and Exchange Commission pursuant
          to a
          request for confidential treatment.
 10




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**






(ii)  an
      executed copy of a document, in form and substance reasonably satisfactory
      to
      Purchaser, transferring the Licenses to Purchaser or its designated Affiliate
      (“ FCC
      License Assignment ”);




(iii)  a
      certificate of an officer of Seller, dated on the Closing Date, certifying
      that,
      as of such Closing Date each of the conditions in Section
      7 is
      satisfied;




(iv)  true
      and
      correct copies of (A) all contribution and assumption documents for Newco
      contemplated by Section
      2 ,
      (B) the
      organizational documents of Newco, as in effect on the Closing Date and
      certified by an authorized Person, (C) minutes of all meetings of members or
      managers (or written actions in lieu thereof) and (D) the resignations of all
      directors (or the equivalent thereof) and officers, if any, of Newco;




(v)  executed
      copies of the Transition Services Agreement and the Facilities Use Agreement;
      and




(vi)  a
      list of
      any of the Employees that are Participants.




**6.**  **Conditions
      Precedent to Seller’s Obligation to Close.**




The
      obligation of Seller to consummate the transactions contemplated hereby shall
      be
      conditioned upon the satisfaction or fulfillment, at or prior to Closing, of
      the
      following conditions, unless waived in writing by Seller:


(a)  Each
      of
      Purchaser’s closing deliveries to Seller set forth in Section
      5(a) shall
      have been made;




(b)  Each
      of
      the representations of Purchaser shall be true and correct as of the date of
      this Agreement and as of Closing Date as though made on and as of the Closing
      Date (except as otherwise expressly provided in this Agreement), and Purchaser
      shall have performed all of its covenants and agreements hereunder, except
      to
      the extent that any failure of any such representation or warranty to be true
      and correct or failure to perform such covenant and agreement would not have
      a
      Purchaser Material Adverse Effect;




(c)  The
      DOJ
      Consent shall have been obtained;




(d)  The
      FCC
      Consent shall have been obtained and become a Final Order, without the
      imposition of any terms, conditions or provisions on Seller or its Affiliates
      outside the ordinary course of business; provided however, in the event that
      as
      of January 31, 2007, the FCC Consent either shall not have been obtained and
      no
      petitions have been filed during the public notice period or shall have been
      obtained and no petitions were filed during the public notice period but shall
      not have become a Final Order, the foregoing requirement that the FCC Consent
      shall have become a Final Order shall be deemed waived.




(e)  All
      applicable waiting periods under the HSR Act (if applicable to the transactions
      contemplated by this Agreement) shall have expired or been
      terminated;




(f)  The
      parties shall have reached agreement regarding the terms of the FDS and the
      Cost
      Attachment; and




(g)  On
      the
      Closing Date, no suit, action or other proceeding, or injunction or final
      judgment relating thereto, shall be pending before any arbitrator, court or
      governmental authority having jurisdiction over the parties in which it is
      sought to restrain or prohibit the consummation of the transactions contemplated
      by this Agreement.




**7.**  **Conditions
      Precedent to Purchaser’s Obligation to Close.**




The
      obligation of the Purchaser to consummate the transactions contemplated hereby
      shall be conditioned upon the satisfaction or fulfillment, at or prior to
      Closing, of the following conditions, unless waived in writing by
      Purchaser:


(a)  Each
      of
      Seller’s closing deliveries to Purchaser set forth in Section
      5(b) shall
      have been made;




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 11






**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




(b)  Each
      of
      the representations of Seller shall be true and correct as of the date of this
      Agreement and as of Closing Date as though made on and as of the Closing Date
      (except as otherwise expressly provided by this Agreement) and Seller shall
      have
      performed all of its covenants and agreements hereunder, except to the extent
      that any failure of any such representation or warranty to be true and correct
      or failure to perform such covenant and agreement would not have a Seller
      Material Adverse Effect;




(c)  The
      DOJ
      Consent shall have been obtained;




(d)  The
      FCC
      Consent shall have been obtained and become a Final Order, without the
      imposition of any terms, conditions or provisions on Purchaser or its Affiliates
      outside the ordinary course of business; provided however, in the event that
      as
      of January 31, 2007, the FCC Consent either shall not have been obtained and
      no
      petitions have been filed during the public notice period or shall have been
      obtained and no petitions were filed during the public notice period but shall
      not have become a Final Order, the foregoing requirement that the FCC Consent
      shall have become a Final Order shall be deemed waived.




(e)  All
      applicable waiting periods under the HSR Act (if applicable to the transactions
      contemplated by this Agreement) shall have expired or been terminated;




(f)  Seller
      shall have transferred to Newco the Transferred Assets and the Additional
      Subscribers (except for transfers for which necessary consents of third parties
      have not been obtained);




(g)  the
      parties shall have reached agreement regarding the terms of the FDS and the
      Cost
      Attachment; and




(h)  On
      the
      Closing Date, no suit, action or other proceeding, or injunction or final
      judgment relating thereto, shall be pending before any arbitrator, court or
      governmental authority having jurisdiction over the parties in which it is
      sought to restrain or prohibit the consummation of the transactions contemplated
      by this Agreement.




**8.**  **Seller
      Representations and Warranties.**




Seller
      represents and warrants to Purchaser that as of the date hereof, (and with
      respect to Newco, only as of the Closing Date), and as of the Closing Date
      except as expressly provided otherwise:


(a)  Each
      of
      Seller, Newco and the Contributing Entity is duly organized, validly existing
      and in good standing under the laws of the respective states of their
      organization;




(b)  As
      of the
      date hereof, no Divestiture Trustee has been appointed and the time specified
      in
      Section IV.A of the DOJ Consent Order for the divestiture of the Business has
      not expired;




(c)  Seller
      has full power and authority to execute, deliver and perform its obligations
      under this Agreement and each of Newco and the Contributing Entity has the
      power
      and authority to consummate the transactions contemplated by this
      Agreement;




(d)  the
      execution, delivery and performance of this Agreement have been duly and validly
      authorized and approved by all necessary action of Seller, the Contributing
      Entity and Newco;




(e)  this
      Agreement is a legal, valid and binding obligation of Seller, enforceable
      against it and the Contributing Entity in accordance with its terms, except
      to
      the extent enforcement may be limited by applicable bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability affecting the rights of creditors and general principals of equity
      (regardless of whether such enforceability is considered in a proceeding at
      law
      or in equity);




(f)  the
      execution, delivery and performance of this Agreement by Seller and the
      consummation by Seller and its Affiliates of the transactions contemplated
      by
      this Agreement will not result in a default under or




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 12




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


breach
      of, or require the consent, authorization or approval of, or any registrations
      or filings with or notices to, any Person (i) in order to comply with the
      governing documents of Seller, Newco or the Contributing Entity; or (ii) under
      any law or order to which Seller, Newco or the Contributing Entity is subject,
      except for (x) any notices required to be filed under the HSR Act with either
      the DOJ or the FTC, (y) any notice to, or any approvals of, the DOJ, in
      consultation with any relevant plaintiff state, required under the DOJ Consent
      Decree or otherwise, or (z) any transfer applications or other filings to be
      filed with, or any approvals of, the FCC;




(g)  The
      Transferred Assets as of the Effective Time will include all assets, including
      intangible assets, properties, franchises, licenses, permits, contracts,
      operations and business that are primarily used or held for use in the operation
      of the Business by the Seller or its Affiliates, except for the Excluded Assets.
      Immediately prior to Closing, Newco will own the Transferred Assets (except
      the
      Licenses) and the Contributing Entity will hold the Licenses, and immediately
      after the Closing, Purchaser will own the Newco Membership Interest, Newco
      will
      hold good, valid and marketable or saleable title to the Transferred Assets
      (except the Licensees), and Purchaser’s designated Affiliate will hold good,
      valid and marketable or saleable title to the Licenses (except to the extent
      the
      FCC may otherwise restrict transferability of any License), free and clear
      of
      all Encumbrances (other than those created or attaching through the Purchaser
      or
      its Affiliates);




(h)  there
      is
      no outstanding judgment, order, writ, injunction, decree or award of any
      arbitrator, court or governmental authority against Seller, Newco, the
      Contributing Entity or any of their respective Affiliates materially adversely
      affecting the Newco Membership Interest or the Transferred Assets or the
      Business or which questions the validity of any action taken or to be taken
      pursuant to this Agreement or in which it is sought to restrain or prohibit
      such
      transactions or to obtain damages or other relief in connection with this
      Agreement;




(i)  there
      is
      no litigation, arbitration, investigation or other proceeding of or before
      any
      arbitrator, court or governmental authority pending or, to the knowledge of
      Seller, threatened against Seller, Newco, the Contributing Entity or any of
      their respective Affiliates materially adversely affecting the Newco Membership
      Interest or the Transferred Assets or the Business or which questions the
      validity of any action taken or to be taken pursuant to this Agreement or in
      which it is sought to restrain or prohibit such transactions or to obtain
      damages or other relief in connection with this Agreement;




(j)  neither
      Seller nor its Affiliates or representatives has entered into any agreement
      or
      understanding that will result in any obligation of or claim against Purchaser,
      or any of its Affiliates to pay any finder’s fee, brokerage commission or
      similar payment in connection with the transactions contemplated hereby;




(k)  the
      Contributing Entity holds the Licenses, and, at Closing, the Purchaser or its
      Affiliate will hold the Licenses, free and clear of all Encumbrances (other
      than
      those created or attaching through the Purchaser or its Affiliate). The
      Contributing Entity has performed all of the material obligations required
      to
      have been performed under the Licenses, and no event has occurred or condition
      or state of facts exists which constitutes or, after notice or lapse of time
      or
      both, would constitute a breach of, or default under, any of the Licenses which
      permits or, after notice or lapse of time or both, would permit, revocation
      or
      termination of any License. No notice of cancellation or default concerning
      the
      Licenses, or of any event, condition or state of facts described in the
      preceding sentence, has been received by, or is known to, Seller, and the
      Licenses are valid, existing and in full force and effect. The Licenses (i)
      were
      granted on the grant date specified on Schedule
      2(b)(i) and (ii)
      expire on the expiration date specified on Schedule
      2(b)(i) .
      The
      Licenses have been granted by Final Order, are in full force and effect, and
      authorize, without further consent or authorization from the FCC, the
      construction and operation in the areas identified on Schedule
      2(b)(i) ;




(l)  the
      Contributing Entity has complied in all material respects with, and is not
      in
      material violation of, any requirement of law of a governmental authority to
      which the Licenses are subject or which are applicable to the ownership,
      operation or holding thereof, including, without limitation, Section
      310(b) of the
      Communications Act, and all rules, regulations or orders of the FCC. To the
      knowledge of Seller and the Contributing Entity and except as listed on Schedule
      8(l) ,
      there
      are no investigations, inquiries, proceedings or other administrative actions
      pending that related to compliance with such rules, regulations or orders,
      and
      neither the Contributing Entity nor




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 13







**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**






Newco
      have failed to obtain or to adhere to any requirements of any license, permit
      or
      authorization necessary to the ownership of the Licenses. Both the Contributing
      Entity and Newco are qualified under the FCC’s rules and the Communications Act
      to hold and convey the Licenses. To the knowledge of Seller, there are no facts
      or circumstances relating to the FCC qualifications of Seller or any of its
      Affiliates that would prevent or materially delay the FCC’s grant of any FCC
      Form 603 (or other appropriate form) application under FCC rules and the
      Communications Act;




(m)  with
      respect to the Licenses, neither Seller nor the Contributing Entity is a party
      to any contract, agreement or understanding, oral or written, providing for
      the
      relocation of microwave service providers or the sharing of any costs associated
      with any such relocation, and to the knowledge of Seller and the Contributing
      Entity, no microwave relocation activities, actions or efforts are planned
      or in
      progress with respect to the Licenses;




(n)  the
      Seller and the Contributing Entity have complied in all material respects with,
      and are not in a material violation of, any requirement of law to which the
      Business or the Transferred Assets are subject, including, without limitation,
      all laws relating to zoning, building codes, employees and employee benefit
      plans, and the Governing Regulatory Documents;




(o)  immediately
      prior to the Closing, (i) Seller or its Affiliate will hold of record and own
      beneficially all of the Newco Membership Interests, free and clear of all
      Encumbrances, restrictions on transfer (other than restrictions under the
      Securities Act and state securities laws), Taxes, options, warrants, purchase
      rights, contracts or commitments; (ii) the assets of Newco will consist only
      of
      the Transferred Assets (excluding the Licenses) and the Additional Subscribers’
contracts; and (iii) the liabilities of Newco will consist of only the Assumed
      Liabilities. Newco is and has always been an entity disregarded as an entity
      separate from its owner under Treas. Reg. Section 301.7701-3. Newco has no
      outstanding subscriptions, options, warrants, or other arrangements or
      commitments obligating or which may obligate it (with or without notice or
      passage of time or both) to issue any of its securities.




(p)  Seller
      has made available to Purchaser copies of the Governing Regulatory Documents.
      Such copies are complete and accurate and include all amendments, supplements
      and modifications thereto or waivers currently in effect thereunder;




(q)  This
      Agreement is in compliance with all applicable provisions of the Governing
      Regulatory Documents and with respect to the Market, Seller has complied with
      all applicable provisions of the Governing Regulatory Documents;




(r)  (i)
      no
      Employee is represented by any labor union or other labor organization and
      neither Seller, the Contributing Entity, Newco nor any of their respective
      Affiliates are subject to any collective bargaining agreement covering any
      Employee; (ii) there is no grievance pending or, to the knowledge of Seller
      or
      the Contributing Entity, threatened, regarding unfair labor practices or
      collective bargaining relating to the Business or the Employees; (iii) no
      private agreement expressly prohibits Seller or the Contributing Entity from
      relocating, closing or terminating any of the operations of facilities of the
      Business; and (iv) all Employees are employed at-will except as set forth in Schedule 14 ;




(s)  Except
      (i) *** and (ii) as provided in Section
      12(b) ,
      the
      Transferred Assets other than the Licenses are in good operating condition
      and
      repair, ordinary wear and tear and obsolescence excepted, and the Transferred
      Assets taken together with the rights to be made available to the Purchaser
      pursuant to the Transition Services Agreement and, if the consent of Cellular
      One Properties, LLC is obtained, the Cellular One License Assignment constitute
      all of the assets necessary to conduct the Business in substantially the same
      manner as it is conducted as of the date hereof;




(t)  There
      are
      no defects in the environmental, zoning, licensing or other permits pertaining
      to the operation of the Business or Transferred Asset that will have a material
      adverse effect on the Business, and following Closing, Seller and its Affiliates
      will not undertake, directly or indirectly, any challenges to the




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 14




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




environmental,
      zoning, licensing or other permits relating to the operation of the Business,
      all in a manner as contemplated by the Governing Regulatory
      Documents;




(u)  Schedule
      2(b)(ii) contains
      an accurate list of all owned and leased cell sites used or held for use in
      the
      operation of the Business;




(v)  Schedule
      2(b)(vi) contains
      an accurate list of all retail leases used or held for use in the operation
      of
      the Business;




(w)  There
      is
      no fee owned real property included in the Transferred Assets. Schedule
      8(w) sets
      forth a list of the vendors to whom payments in excess of $10,000 have been
      made, and the aggregate amount of such payments, during the three month period
      ending November 30, 2006, as reflected on the November 30, 2006 profit and
      loss
      statement.




(x)  with
      respect to each parcel of leased real property included in the Transferred
      Assets, to the best of Seller’s knowledge but without investigation, (i) true,
      correct and complete copies of each lease applicable thereto have been delivered
      by Seller or the Contributing Entity to Purchaser, together with any subleases
      granted with respect to the real property covered by the leases and (ii) each
      such lease is valid, binding and enforceable and in full force and effect,
      except to the extent enforcement may be limited by applicable bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability affecting the rights of creditors and general principals
      of equity (regardless of whether such enforceability is considered in a
      proceeding at law or in equity). In addition, with respect to each parcel of
      leased real property included in the Transferred Assets, none of Seller, the
      Contributing Entity and, as of the Closing, Newco, or, to the knowledge of
      Seller and the Contributing Entity, any other party to any such lease, is in
      default of any material term thereunder or has received any written notice
      of
      default thereunder;




(y)  (i)
      Neither Seller nor any Affiliate has generated, used, transported, treated,
      stored, released or disposed of, or knowingly permitted anyone else to generate,
      use, transport, treat, store, release or dispose of any Hazardous Substance
      at,
      on or in connection with the ownership or occupancy of the Transferred Assets
      in
      material violation of any applicable Environmental Laws; (ii) there has not
      been
      any generation, use, transportation, treatment, storage, release or disposal
      of
      any Hazardous Substance in connection with Seller’s or an Affiliate’s ownership,
      occupancy or use of the Transferred Assets in material violation of any
      applicable Environmental Law; (iii) to the knowledge of Seller or the
      Contributing Entity, there has not been any generation, use, transportation,
      treatment, storage, release or disposal of any Hazardous Substance on, in or
      under any property or facility owned or leased by Seller or any Affiliate and
      included in the Transferred Assets which has created or might reasonably be
      expected to create any material liability under any applicable Environmental
      Law; (iv) any Hazardous Substance handled or dealt with by Seller or an
      Affiliate at, on or in connection with the ownership or occupancy of the
      Transferred Assets has been and is being handled or dealt with in material
      compliance with all Environmental Laws; (v) the operation of the Business by
      Seller and its Affiliates is in material compliance with all Environmental
      Laws;
      and (vi) there are no claims against Seller or any Affiliate by third parties,
      including governmental authorities, pending or, to the knowledge of Seller,
      threatened under Environmental Laws arising out of Seller’s or any Affiliate’s
      ownership, construction or use of the Transferred Assets or the condition of
      the
      Transferred Assets;




(z)  To
      the
      knowledge of Seller and the Contributing Entity and except as noted in Section
      8(s) ,
      each
      cell site tower (including the related communication equipment) owned by Seller
      or its Affiliates and listed on Schedule
      2(b)(ii) has been
      constructed in material compliance with the terms and conditions of the
      applicable licenses, rules and regulations of any applicable governmental
      authority, including, without limitation, any laws governing the construction,
      marking and lighting of antenna structures. Seller and its Affiliates have
      conducted their operations, in respect to each cell site tower owned, leased
      or
      licensed by Seller or its Affiliates and listed on Schedule
      2(b)(ii) ,
      in
      material compliance with the terms and conditions of the applicable licenses,
      rules and regulations of any applicable governmental authority, including,
      without limitation, any laws governing the construction, marking and lighting
      of
      antenna structures. Seller or its Affiliates have made all filings, tower
      registrations and reports required to be made by them relating to each such
      cell
      site except where the failure to make




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 15




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




such
      filing, registration or report would not have a material adverse effect on
      the
      Business. There are no investigations, inquiries, enforcement proceedings,
      orders or other actions pending (or to Seller’s knowledge threatened) by the
      FCC, FAA and other governmental authority with respect to any cell site owned,
      leased or licensed by Seller and listed on Schedule
      2(b)(ii) ;




(aa)  as
      of
      September 13, 2006, including reseller customers, the total number of
      Subscribers in the Market relating to the segment of the Business comprised
      by
      the Divestiture Assets was *** and the number of Postpay Subscribers was ***;




(bb)  as
      relates to the Transferred Assets and/or the Business, Seller and its Affiliates
      have timely filed all Tax returns and statements which they were required to
      file and such returns and statements were true and correct in all material
      respects. Seller and its Affiliates have paid all Taxes due prior to the date
      hereof and will pay when due (or contest in good faith by appropriate
      proceedings) all Taxes which may become due on or before the Closing Date
      related to the Transferred Assets. Neither Seller nor any Affiliate has waived
      any statute of limitations in respect of Taxes or agreed to an extension of
      time
      with respect to a Tax assessment or deficiency related to the Transferred
      Assets. To the knowledge of Seller and the Contributing Entity, there are no
      unresolved claims raised, or investigations pending, by any governmental
      authority concerning the Tax liability of Seller or an Affiliate related to
      the
      Transferred Assets or the Business. All Taxes related to the Transferred Assets
      or the Business which Seller or an Affiliate is required by law to withhold
      or
      to collect for payment have been duly withheld and collected, and have been
      paid, and there are no Tax Encumbrances on the Transferred Assets except for
      any
      Tax Encumbrance arising from Taxes not yet due and owing or being contested
      in
      good faith; and




(cc)  there
      are
      no Multi-line Business Customers in the Market.




(dd)  attached
      hereto as Schedule
      8(dd) are
      unaudited balance sheets of the Business as of June 30, 2006 and October 31,
      2006, and unaudited statements of income, and accompanying notes, for the six
      and ten month periods then ended (collectively the “ Financial
      Statements ”).
      The
      Financial Statements (i) were prepared by Seller in good faith and contain
      no
      information that Seller or any of its Affiliates has reason to believe is
      incorrect, (ii) are derived from data maintained by the Seller or its Affiliates
      in the ordinary course of business and from books and records maintained in
      accordance with GAAP, (iii) fairly present the financial condition of the
      Business as of such date and the results of operations of the Business for
      the
      periods referenced therein except as otherwise noted thereon, and (iv) have
      been
      prepared consistent with the methodologies and principles generally and
      historically used by the Seller and its Affiliates in preparing corresponding
      financial information for similar operations in corresponding markets in which
      the Seller or its Affiliates operate.




(ee)  The
      Contributing Entity has obtained designation as an ETC within each designated
      area (collectively the “ Designated
      Area ”)
      in
      which the Contributing Entity is an ETC with respect to the Business as set
      forth in Schedule
      8(ee) .
      True,
      complete and correct copies of all orders and compliance filings relating to
      the
      ETC designations listed on Schedule
      8(ee) have
      been delivered to Purchaser. The ETC designations are currently in full force
      and effect and the Contributing Entity is in full compliance with all applicable
      legal requirements relating to its status as an ETC, including the terms and
      conditions of the grant by the Minnesota Public Utilities Commission of ETC
      Status, and shall remain in compliance through the Effective Time. The
      Contributing Entity is not in default under any applicable legal requirements
      relating to its status as an ETC. Other than proceedings generally applicable
      to
      the industry, there is no pending complaint, legal action, governmental
      proceeding or investigation that is pending against the Contributing Entity,
      and
      to the knowledge of Seller and the Contributing Entity no such complaint,
      action, proceeding or investigation is threatened, which may terminate, suspend
      or modify any authorization of the Contributing Entity as an ETC. Schedule
      8(ee) sets
      forth a complete listing of all commitments and obligations of the Contributing
      Entity with respect to its status as an ETC in each Designated Area.




**9.**  **Purchaser
      Representations and Warranties.**




Purchaser
      hereby represents and warrants to Seller that as of the date hereof and as
      of
      the Closing Date:





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 16




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**





(a)     
      Purchaser and any Affiliate it may designate to hold the Licenses are duly
      organized, validly existing and in good standing under the laws of the state
      of
      its organization;


(b)  Purchaser
      has full power and authority to execute, deliver and perform its obligations
      under this Agreement;




(c)  the
      execution, delivery and performance of this Agreement have been duly and validly
      authorized and approved by all necessary action of Purchaser;




(d)  this
      Agreement is a legal, valid and binding obligation of Purchaser, enforceable
      against it in accordance with its terms, except to the extent enforcement may
      be
      limited by applicable bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability affecting
      the rights of creditors and general principals of equity (regardless of whether
      such enforceability is considered in a proceeding at law or in
      equity);




(e)  the
      execution, delivery and performance of this Agreement by Purchaser and the
      consummation by Purchaser and its Affiliates of the transactions contemplated
      by
      this Agreement will not result in a default under or breach of, or require
      the
      consent, authorization or approval of, or any registrations or filings with
      or
      notices to, any Person (i) in order to comply with the governing documents
      of
      Purchaser; or (ii) under any law or order to which Purchaser is subject, except
      for (x) any notices required to be filed under the HSR Act with either the
      DOJ
      or the FTC, (y) any notice to, or any approvals of, the DOJ, in consultation
      with any relevant plaintiff state, required under the DOJ Consent Decree or
      otherwise, or (z) any transfer applications or other filings to be filed with,
      or any approvals of, the FCC;




(f)  there
      is
      no outstanding judgment, order, writ, injunction, decree or award of any
      arbitrator, court or governmental authority against Purchaser or any of its
      Affiliates which questions the validity of any action taken or to be taken
      pursuant to this Agreement or in which it is sought to restrain or prohibit
      such
      transactions or to obtain damages or other relief in connection with this
      Agreement;




(g)  there
      is
      no litigation, arbitration, investigation or other proceeding of or before
      any
      arbitrator, court or governmental authority pending or, to the knowledge of
      Purchaser, threatened against Purchaser or any of its respective Affiliates
      which questions the validity of any action taken or to be taken pursuant to
      this
      Agreement or in which it is sought to restrain or prohibit such transactions
      or
      to obtain damages or other relief in connection with this
      Agreement;




(h)  neither
      Purchaser nor its Affiliates or representatives has entered into any agreement
      or understanding that will result in any obligation of or claim against Seller,
      or any of its Affiliates to pay any finder’s fee, brokerage commission or
      similar payment in connection with the transactions contemplated
      hereby;




(i)  Purchaser
      and any Affiliate it may designate to hold the Licenses, are legally qualified
      to (i) receive and hold the Licenses to be acquired hereby, and (ii) receive
      any
      authorization or approval from any governmental authority necessary for it
      to
      acquire any such License;




(j)  Transferred
      Assets will be used as part of a viable, ongoing business engaged in the
      provision of mobile wireless services, as contemplated by the Governing
      Regulatory Documents; and




(k)  Purchaser
      is acquiring the Newco Membership Interest for its own account and not with
      a
      view towards, or for resale in connection with, the public sale or distribution
      thereof, except pursuant to sales registered or exempted under the Securities
      Act.




(l)  Purchaser
      has sufficient financial resources to pay the Estimated Purchase Price at
      Closing in the manner specified in Section
      3(b) .
      Purchaser has sufficient financial resources to operate the Business after
      the
      Closing Date.




***Information
          omitted
          and filed separately with the Securities and Exchange Commission pursuant
          to a
          request for confidential treatment.
 17




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




10.FCC
      and
      DOJ Filings.




From
      and
      after the date hereof, each party shall, and shall cause its respective
      Affiliates to, cooperate and use all commercially reasonable efforts to take
      the
      following actions, with each party to pay its own filing fees in connection
      with
      any filings pursuant to this Section and with each party paying one-half of
      the
      filing fees relating to all FCC joint filings, notices and applications:


(a)  prepare
      and file with the FTC and the DOJ and other regulatory authorities as promptly
      as possible, but in any event no later than ten (10) business days after the
      execution date hereof, any notification required with respect to the
      transactions provided in this Agreement pursuant to the HSR Act and any
      supplemental information requested in connection therewith, which notification
      shall specifically request early termination of the waiting period prescribed
      by
      the HSR Act (to the extent applicable to the transactions contemplated by this
      Agreement);




(b)  prepare
      and file with the FCC, as promptly as practicable but in any event no later
      than
      five (5) business days after the execution hereof, all necessary applications
      and notices in order to obtain the FCC Consent.




Within
      two (2) business days of the execution of this Agreement, Seller shall notify
      the DOJ of this Agreement and the transactions contemplated by this Agreement,
      all as required under the DOJ Consent Decree. Seller or Purchaser, as
      applicable, will provide any additional information requested by the DOJ as
      provided in or required by the Governing Regulatory Documents.





**11.**  **Transition
      Services Agreement; Dual Licensing Agreement and Deliverables List.**




(a)  Concurrent
      with the execution of this Agreement, Seller and Purchaser will enter into
      a
      transition services agreement (the “ Transition
      Services Agreement ”)
      in the
      form set forth on Exhibit
      A providing for transition services.




(b)  Within
      30
      days of the Closing Date, the parties shall negotiate in good faith a dual
      licensing agreement ***


.


(c)  The
      parties hereto shall negotiate in good faith and, no later than ten (10)
      business days prior to Closing, Purchaser shall deliver to Seller a list of
      reports or other information relating to the services to be provided pursuant
      to
      the Transition Services Agreement (the “ Deliverables
      List ”).
      In
      accordance with the timing requirements specified in the Deliverables List,
      Seller shall deliver the listed reports or information to Purchaser. For
      purposes of clarification, Seller must consent to providing any such report
      or
      other information which Purchaser may seek to list on the Deliverables List,
      such consent not to be unreasonably withheld or delayed.





**12.**  **License
      to Excluded Shared Assets; Intellectual Property;*****




(a)  Seller
      hereby grants, and shall cause the Contributing Entity to grant, to Newco and
      Purchaser, effective upon the Closing, an option for Newco or Purchaser to
      obtain a non-exclusive, transferable license for a period commencing on the
      Closing Date and terminating upon expiration of the term of the Transition
      Services Agreement, to use any of the Excluded Shared Assets in connection
      with
      the operation of the Business by Newco, Purchaser or its Affiliates, subject
      to
      the approval of any relevant federal or state governmental authority pursuant
      the Governing Regulatory Documents.




(b)  Anything
      contained herein to the contrary notwithstanding, Purchaser hereby acknowledges
      and agrees that following Closing Seller will not grant to Purchaser, Newco
      or
      their Affiliates and Purchaser, Newco and their Affiliates do not and shall
      not
      have any right, license, permit or privilege to use or access (i) any of the
      Excluded Marks listed on Schedule
      2(c)(iii) except
      to the limited extent provided in the Transition Services Agreement and (ii)
      ***




(c)  ***





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 18




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**





**13.
      Compliance with Governing Regulatory Documents.**




Seller
      shall, and shall cause each of its Affiliates to, comply with the provisions
      of
      the Governing Regulatory Documents that relate to the Business and the
      transactions contemplated by this Agreement.





**14.**  *******




(a)  ***







(b)  ***




(c)  ***




(i)  ***







(ii)  ***







(d)  ***




(i)  ***







(ii)  ***




(A)  ***


(B)  ***





**15.**  **Intellectual
      Property Consents.**




From
      and
      after the date hereof for a period not to exceed twelve (12) months from the
      Closing, to the extent that the Transferred Assets include intellectual property
      that cannot be transferred or assigned without the consent of the licensor
      or
      other third parties, Seller and its Affiliates shall, as contemplated by the
      Governing Regulatory Documents, use best efforts to obtain those
      consents.





**16.**  **Permits
      and Deferred Assets.**




From
      and
      after the date hereof and until Closing, each party shall, and shall cause
      its
      respective Affiliates to, use commercially reasonable efforts to obtain any
      local permits and any consent, authorization, approval or similar item from
      any
      non-governmental third party that is required or appropriate as a result of
      the
      transactions contemplated by this Agreement. In the event that the transfer
      of
      any Transferred Asset remains subject to receipt of any such required local
      permit or consent, authorization, approval or similar item from any
      non-governmental authority and such local governmental authority (in the case
      of
      local permits) or third party (in the case of such consents, authorizations,
      approvals or similar items) at Closing, Seller will not cause the Contributing
      Entity to transfer such asset (each such asset, a “ Deferred
      Asset ”)
      to
      Newco at or prior to Closing. With respect to any Deferred Asset (i) for a
      period commencing as of the Closing and ending twelve (12) months following
      the
      Closing, Seller will continue to use its commercially reasonable efforts (except
      as otherwise provided in Section
      15 )
      to
      obtain such permit, consent, authorization, approval or similar item and, to
      the
      extent possible, will provide Newco with the economic benefits and burdens
      (which burdens Purchaser shall cause Newco to assume, and which Purchaser agrees
      to guaranty) of such Deferred Asset, until such permit, consent, authorization,
      approval or similar item is obtained, and (ii) at the conclusion of such twelve
      (12) month period (or on such earlier date as the use of the Deferred Asset
      cease to be made available to Newco), provide Newco with a reasonable
      alternative (within the context contemplated by the first sentence of Section
      24 of this
      Agreement) for any Deferred Asset for which any necessary permit, consent,
      authorization, approval or similar item has not been obtained, including, at
      Seller’s election, continuing to provide Newco with the economic benefits of
      such Deferred Asset.





***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 19




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




**17.**  **No
      Inconsistent Actions.**




Seller
      and its Affiliates will not take any action that will impede in any way the
      permitting, licensing, operation or divestiture of the Transferred
      Assets.


From
      and
      after the date hereof until the Closing Date, Seller shall not, nor will it
      permit Newco or the Contributing Entity to, (i) take any action inconsistent
      with the transactions contemplated by this Agreement; (ii) sell, assign, gift,
      convey or otherwise transfer, or subject to any lien or security interest or
      otherwise encumber the Transferred Assets or the Newco Membership Interest
      except as contemplated hereunder; or (iii) operate the Business not in the
      ordinary course consistent with past practices. The Seller will, unless
      otherwise consented to in writing by Purchaser (which consent will not be
      unreasonably withheld, conditioned or delayed):


(a)  Proceed
      with planned capital expenditures for the Business as provided in the
      Preservation of Assets Order;


(b)  Reasonably
      consider taking any actions reasonably requested by Purchaser in preparation
      for
      post-closing operations of the Business and the Transferred Assets so long
      as
      such actions do not adversely interfere with the ongoing operations of the
      Business or the Transferred Assets, do not conflict with or violate the
      Governing Regulatory documents, and are not reasonably expected to expose the
      Seller, Contributing Entity or Newco to significant liability or
      expense;


(c)  Promptly
      deliver to the Purchaser copies of all reports, documents, requests, and other
      information describing the results of the operation of the Market provided
      to
      or, to the extent reports and other information do not contain information
      which
      Seller deems to be confidential, by the Management Trustee or the Divestiture
      Trustee pursuant to the Governing Regulatory Documents;


(d)  Preserve
      in full force and effect, as necessary and consistent with past practice, the
      Licenses, including in each case the timely renewal thereof.





**18.**  **Disclosure
      of Materially Inaccurate Representations.**




From
      and
      after the date hereof until the Closing Date, each party shall, from time to
      time prior to the Closing Date, promptly notify the other party of any matter
      hereafter arising that, if existing or known as of the date of this Agreement
      would have resulted in any representation or warranty of such party in this
      Agreement being materially inaccurate or incorrect; provided, however, that
      none
      of such disclosures shall be deemed to modify, amend, or supplement the
      representations and warranties of any party for purposes of this Agreement
      unless the other party shall have consented thereto in writing. During the
      same
      period, each party also shall promptly notify the other parties of the
      occurrence of any breach by such party of any covenant or agreement contained
      in
      this Agreement or of any event that may make the satisfaction of the closing
      conditions set forth in Sections 6 or 7 impossible or unlikely. The foregoing
      provisions to the contrary notwithstanding, the right to indemnification,
      payment of Losses or any other remedy based on the accuracy, inaccuracy of
      or
      compliance with any such representations, warranties, covenants or obligations
      will not be affected by any such disclosure nor by the election of the
      disclosing party to elect to close the transactions contemplated hereby
      following such disclosure.





**19.**  **Confidentiality
      Agreement Remains in Effect.**




The
      terms
      of that certain mutual confidentiality agreement dated as of August
      18, 2006 by and
      among Seller and Purchaser (the “ Confidentiality
      Agreement ”)
      shall
      remain in full force and effect except to the extent expressly amended hereby.
      No press release or public disclosure or disclosure to any third party of the
      existence or terms of this Agreement or any Schedule or Exhibit hereto
      (including the Transition Services Agreement) shall be made by any party hereto
      without the consent of the other party, unless such disclosure is required
      by
      applicable law and made in accordance with the terms of the Confidentiality
      Agreement, including the ability of the other party to seek a protective order
      or other remedy (including the filing of a confidential treatment request).
      For
      a period of *** from and after the termination of the Transition Services
      Agreement, neither Seller nor any of its Affiliates shall use




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 20




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




or
      take
      any action whatsoever which would result in disclosure to any third party of
      any
      confidential information about Newco, the Business or any Transferred Asset,
      provided that none of such parties shall be required to maintain confidential
      any information which (i) is or becomes generally available to the public other
      than as a result of a disclosure by Seller or any of its Affiliates; (ii) is
      obtained from a third party, provided that such third party is not bound by
      a
      confidentiality agreement with or other contractual, legal or fiduciary
      obligation of confidentiality to any other Person with respect to such
      information, (iii) is required to be disclosed by Seller or any of its
      Affiliates under any applicable law or (iv) is required to enforce any rights
      Seller may have against, or to defend any claims made by, any third party (other
      than Purchaser and its Affiliates). The parties hereto agree that confidential
      information includes, but is not limited to, all information described in the
      FCC definition of “Customer Proprietary Network Information” (CPNI) set forth
      more particularly in 47 USC §222(h)(1) and corresponding Code of Federal
      Regulations, if any, as amended from time to time, and Purchaser’s roaming rates
      and other information provided by Purchaser to Seller pursuant to the Transition
      Services Agreement to enable Seller to provide services thereunder.




**20.**  **Reasonable
      Efforts to Consummate Agreement.**




Subject
      to the terms and conditions of this Agreement, each party agrees to use, and
      to
      cause its Affiliates to use, commercially reasonable efforts to take, or cause
      to be taken, all actions, and to do, or cause to be done, all things necessary,
      proper, or advisable under applicable laws to consummate and make effective,
      as
      soon as reasonably practicable after the date of this Agreement, the
      transactions contemplated by this Agreement, and to cause to be satisfied the
      conditions referred to in Sections
      6 and 7 ;
      provided, that nothing herein shall preclude a party from exercising its rights
      under this Agreement.


Each
      of
      Seller, Purchaser and their respective Affiliates shall take all necessary
      actions, including filing all necessary regulatory notifications and seeking
      all
      necessary regulatory approvals, in order to consummate the transactions
      contemplated by this Agreement and to diligently pursue the processing of any
      such applications and filings before the FCC or DOJ and other applicable
      governmental authorities, except that in no event shall Seller (other than
      as
      required by the DOJ Consent Decree) be required to divest any material asset
      or
      rights or agree to any material restriction not customarily associated with
      any
      regulatory approval. Further, each of Seller, Purchaser and their respective
      Affiliates agree to use their commercially reasonable efforts to take all
      actions necessary to obtain the consent of the DOJ to this Agreement and to
      avoid the appointment of a Divestiture Trustee.


The
      previous paragraph notwithstanding, if the DOJ pursuant to the Governing
      Regulatory Documents provides written notice to Seller and/or Purchaser of
      the
      DOJ's objection to the proposed transactions contemplated by this Agreement,
      the
      parties agree, for a period of five (5) business days from the receipt of the
      DOJ's objection, to negotiate with each other to attempt to make commercially
      reasonable modifications to the terms and conditions of this Agreement as would
      enable the parties to resolve the DOJ's objection. No party will have any
      obligations under this Section
      20 if (a)
      the basis for the DOJ's objection is that Purchaser or its Affiliate is the
      purchaser of the assets to be divested or (b) the resolution of the objection
      by
      the DOJ would require a material diminution of the rights or a material increase
      of obligations of such party and notwithstanding the obligation to negotiate,
      neither party shall be obligated to make any modifications unless such party
      agrees to them in its sole discretion.





**21.**  **Access
      to Transferred Assets, Financial Information and Officers.**




Without
      limiting the terms and conditions of this Agreement or the Transition Services
      Agreement, from the date of this Agreement until Closing, Seller shall, and
      shall cause each of its Affiliates to, (a) give Purchaser and its employees,
      agents and representatives reasonable access during all reasonable times to
      the
      Transferred Assets, (b) provide such financial and operating data and other
      information relating to the Business as Purchaser may reasonably request, and
      (c) grant Purchaser and its employees, agents and representatives reasonable
      access to the respective officers, employees, agents and representatives of
      Seller and its Affiliates who can respond knowledgeably to questions related
      to
      the Transferred Assets and the Business, and transfer and transitional
      matters.





***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 21




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


**22.**  **Allocation
      of Consideration.**




Purchaser
      shall, as promptly as practicable following the Closing (but in all events,
      within 45 days thereof), obtain a valuation of the Transferred Assets by a
      qualified independent appraiser and, based upon this valuation report, shall
      prepare and deliver to Seller a proposed allocation for review and comment
      by
      Seller. For purposes of delivering the initial valuation report, the parties
      hereto agree to use the applicable balances set forth in the Estimated Net
      Working Capital. Within 15 days after Seller’s receipt of such report, Purchaser
      and Seller shall in good faith agree on a preliminary allocation of the
      consideration paid for the Transferred Assets for tax purposes in accordance
      with the respective fair market value of the Transferred Assets and as provided
      for under Section 1060 of the Code. No later than five (5) business days after
      determination of the Closing Net Working Capital, Purchaser and Seller shall
      in
      good faith agree on a final allocation of the consideration paid for the
      Transferred Assets for tax purposes in accordance with the respective fair
      market value of the Transferred Assets and as provided for under Section 1060
      of
      the Code. Purchaser and Seller each further agree to file their income tax
      returns and all other tax returns in such a manner as to reflect the allocation
      of the consideration as determined in accordance with this Section
      22 .





**23.**  **Damage
      to Transferred Assets Prior to Closing.**




Except
      as
      provided in Section
      8(s) with
      respect to the MN 10 St. Peter HT cell site, in the event that any of the
      Transferred Assets have been damaged prior to the Closing Date by a casualty
      (the “ Damaged
      Assets ”),
      Seller shall, at its option, either (i) repair, rebuild or replace the Damaged
      Assets prior to Closing; or (ii) include an amount equal to the agreed upon
      cost
      of completing the replacement or repair of the Damaged Assets as a deduction
      in
      the Estimated Purchase Price payable by Purchaser at Closing, in which event
      Seller shall be entitled to retain the insurance proceeds (if any) payable
      with
      respect thereto.





**24.**  **No
      Interference.**




No
      terms
      of this Agreement will be interpreted as giving Seller or its Affiliates the
      ability unreasonably to raise Purchaser or its Affiliates’ costs, lower their
      efficiency, or otherwise to interfere with their ability to use the Transferred
      Assets to compete effectively. Without limiting the generality of the foregoing,
      Seller agrees that, for a period ending twelve (12) months following the
      Closing, Seller shall not, and shall cause its Affiliates not to, (i) solicit
      any Employee hired by the Purchaser pursuant to Section 14(a) of this Agreement
      or any exclusive sales agent of the Business as of the Closing Date to serve
      in
      a similar or related capacity for Seller or (ii) use its Subscriber list or
      similar Subscriber information in its records to directly and specifically
      target the Subscribers transferred hereunder for solicitation to become
      customers or Subscribers of wireless services provided by Seller or its
      Affiliates; provided, however, that the prohibition in clause (ii) shall not
      preclude Seller or its Affiliates from soliciting customers or Subscribers
      in
      the Market using general advertisements or communications (such as newspapers,
      radios, television, mailings, telemarketing) not specifically directed or
      targeted to the Subscribers using information in Subscriber records.





**25.**  **Indemnification
      of Purchaser Indemnitees.**




From
      and
      after the Closing Date, Seller shall indemnify, net of taxes, defend and hold
      harmless the Purchaser Indemnitees from and against and in respect of any Losses
      sustained, incurred or paid by any Purchaser Indemnitee in connection with,
      resulting from or arising out of: (a) any breach of a representation or warranty
      on the part of Seller under this Agreement, (b) any breach or nonfulfillment
      of
      any covenant or agreement on the part of Seller under this Agreement, (c)
      failure of Seller to convey or cause to be conveyed to Purchaser or its
      Affiliate, by transfer to Newco or otherwise, the Transferred Assets, (d) any
      Excluded Asset or (e) any liability or obligation arising out of or relating
      to
      the ownership or holding, as applicable, of the Transferred Assets or the
      operation of the Business prior to the Closing Date, except an Assumed
      Liability. All of the representations and warranties made by Seller in this
      Agreement shall survive the Closing for a period of *** months, except for
      those
      contained in (i) Sections
      8(a), (b), (c), (d), (e), (j), and (o) ,
      which
      shall survive indefinitely and (ii) Sections
      8(f), (y) and (bb) ,
      which
      shall survive until the expiration of the applicable statute of limitations.




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 22




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




If
      an
      indemnification claim made by any Purchaser Indemnitee under this Section
      25 involves
      a third party claim, such Purchaser Indemnitee shall (i) promptly notify Seller
      in writing of all relevant information concerning the third party claim known
      to
      such Purchaser Indemnitee (provided that failure to so notify Seller will only
      relieve the indemnification obligation if and to the extent such failure results
      in material prejudice with respect to such third party claim) and (ii) give
      Seller full opportunity to control the defense of such third party claim (using
      counsel reasonably acceptable to such Purchaser Indemnitee); provided that
      the
      Purchaser Indemnitee can participate in any proceeding to defend such third
      party claim, represented by counsel of its choosing, at its own cost and
      expense. If, after notice thereof, Seller fails to promptly assume the defense
      of a third party claim for which indemnification is claimed hereunder, or,
      after
      having assumed defense of such claim, fail to diligently conduct such defense,
      the Purchaser Indemnitee can assume the defense thereof, and shall be
      indemnified for the cost and expense of such defense (to the extent such
      Purchaser Indemnitee is entitled to indemnification hereunder).


No
      Purchaser Indemnitee may be bound by any compromise or settlement of a third
      party claim without its consent (which shall not be unreasonably withheld,
      delayed or conditioned), unless (i) the sole relief is monetary damages for
      which the Purchaser Indemnitee shall be fully indemnified and (ii) there is
      no
      finding or admission of any violation of law or rights of any person or entity.
      No Purchaser Indemnitee will be entitled to indemnification for a breach by
      Seller of its representations or warranties unless and until the aggregate
      amount of the Purchaser Indemnitee’s Losses exceed *** of the Base Purchase
      Price (such amount begin referred to as the “ Purchaser
      Deductible ”),
      provided that once the Purchaser Deductible is exceeded, such Purchaser
      Indemnitee shall be entitled to recover all such Losses in excess of the
      Purchaser Deductible; and provided further, that the foregoing limitation will
      not apply to any fraud or willful misconduct or the breach of the
      representations and warranties contained at Section
      8(a), (b), (c), (d), (e), (f), (g), (j), (o), (y) and (bb) .
      Seller
      shall not have aggregate liability for indemnification pursuant to this Section
      for a breach of its representations or warranties in excess of *** of the Base
      Purchase Price, provided that the foregoing limitation will not apply to any
      fraud or willful misconduct or the breach of the representations and warranties
      contained at Section
      8(a), (b), (c), (d), (e), (f), (g), (j), (o), (y) and (bb) .





**26.**  **Indemnification
      of Seller Indemnitees.**




From
      and
      after the Closing Date, Purchaser, and any Affiliate, shall indemnify, net
      of
      taxes, defend and hold harmless the Seller Indemnitees from and against and
      in
      respect of any Losses sustained, incurred or paid by any Seller Indemnitee
      in
      connection with, resulting from or arising out of: (a) any breach of a
      representation or warranty on the part of Purchaser or its Affiliates under
      this
      Agreement, (b) any breach or nonfulfillment of any covenant or agreement on
      the
      part of Purchaser or its Affiliates under this Agreement, or (c) any Assumed
      Liabilities. All of the representations and warranties made by Purchaser in
      this
      Agreement shall survive the Closing for a period of *** months, except for
      those
      contained in Sections
      9(a), (b), (c), (d), (e) and (h) ,
      which
      shall survive indefinitely.


If
      an
      indemnification claim made by any Seller Indemnitee under this Section
      26 involves
      a third party claim, such Seller Indemnitee shall (i) promptly notify Purchaser
      in writing of all relevant information concerning the third party claim known
      to
      such Seller Indemnitee (provided that failure to so notify Purchaser will only
      relieve the indemnification obligation if and to the extent such failure results
      in material prejudice with respect to such third party claim) and (ii) give
      Purchaser full opportunity to control the defense of such third party claim
      (using counsel reasonably acceptable to such Seller Indemnitee); provided that
      the Seller Indemnitee can participate in any proceeding to defend such third
      party claim, represented by counsel of its choosing, at its own cost and
      expense. If, after notice thereof, Purchaser fails to promptly assume the
      defense of a third party claim for which indemnification is claimed hereunder,
      or, after having assumed defense of such claim, fails to diligently conduct
      such
      defense, the Seller Indemnitee can assume the defense thereof, and shall be
      indemnified for the cost and expense of such defense (to the extent such Seller
      Indemnitee is entitled to indemnification hereunder).


No
      Seller
      Indemnitee may be bound by any compromise or settlement of a third party claim
      without its consent (which shall not be unreasonably withheld, delayed or
      conditioned), unless (i) the sole relief is monetary damages for which the
      Seller Indemnitee shall be fully indemnified and (ii) there is no finding or
      admission of any violation of law or rights of any person or entity.


No
      Seller
      Indemnitee will be entitled to indemnification for a breach by Purchaser of
      its
      representations or warranties unless and until the aggregate amount of the
      Seller Indemnitee’s Losses exceed *** of the Base Purchase Price (such amount
      being referred to as the “ Seller
      Deductible ”),
      provided that once the Seller Deductible is exceeded, such Seller Indemnitee
      shall be entitled to recover all such Losses in excess of the Seller Deductible;
      and provided further, that the foregoing limitation will not apply to any fraud
      or willful misconduct or the breach of the representations contained in Section
      9(a), (b), (c), (d), (e) and (h) .
      Purchaser shall not have aggregate liability for indemnification pursuant to
      this Section 26 for a breach of its representations or warranties in excess
      of
      *** of the Base Purchase Price, provided that the foregoing limitation will
      not
      apply to any fraud or willful misconduct or the breach of the representations
      contained in Section
      9(a), (b), (c), (d), (e) and (h) .





***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 23




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**


**27.**  **Subrogation.**




The
      indemnifying party shall be subrogated to the rights of the indemnified party
      in
      respect of any insurance relating to Losses to the extent of any indemnification
      payments made under Sections
      25 and 26 .
      The
      indemnified party shall be obligated to use commercially reasonable efforts
      to
      mitigate the amount of any Losses for which it is entitled to seek
      indemnification hereunder, and the indemnifying party shall not be required
      to
      make any payment to the indemnified party in respect of such Losses to the
      extent such failure to mitigate contributed to the Loss. Any liability for
      indemnification under Sections
      25 and 26 shall be
      determined without duplication of recovery by reason of the state of facts
      giving rise to such liability constituting a breach of more than one
      representation, warranty, covenant or agreement.




**28.**  **Termination.**




(a)  This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned at any time prior to the Closing:




(i)  By
      either
      party, if the DOJ provides written notice to either party that the DOJ will
      not
      approve any or all of the transactions contemplated by this Agreement (including
      the Transition Services Agreement) and such party seeking to terminate has
      participated in the negotiations required by Section 20 (third paragraph) with
      respect to such objection;




(ii)  By
      either
      party if any court of competent jurisdiction or a governmental authority shall
      have issued an order, decree or ruling or taken any other action permanently
      restraining, enjoining or otherwise prohibiting the transactions contemplated
      by
      this Agreement (including the Transition Services Agreement) and such order,
      decree, ruling or other action shall have become final and nonappealable;




(iii)  By
      either
      party (provided that such party has not committed a material breach of its
      covenants, agreements, representations or warranties that has caused any
      condition to Closing to not be satisfied) if the Closing shall not have occurred
      by 11:59:59 p.m. five (5) days after the later of the date the DOJ Consent
      has
      been obtained or the FCC Final Order has been obtained; or




(iv)  By
      mutual
      written agreement.




(b)  In
      the
      event of termination of this Agreement prior to Closing by any party, except
      as
      otherwise provided in the following sentence of this Section
      28 ,
      all
      rights and obligations of the parties under this Agreement shall terminate
      without any liability of any party to any other party (except for any liability
      of any party then in breach of its covenants, agreements, representations or
      warranties hereunder). The provisions of this Section
      28 and Sections
      1, 29, 30, 32 and 33 shall
      expressly survive the termination of this Agreement.




**29.**  **Governing
      Law.**




This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without giving effect to any of the conflict of law rules
      thereof.





**30.**  **Counterparts.**




This
      Agreement may be executed in any number of counterparts (including facsimile
      counterparts), each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.





***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 24




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




**31.**  **Additional
      Instruments.**




From
      time
      to time after the Closing Date, each party shall, and shall cause its Affiliates
      to, if reasonably requested by another party, make, execute and deliver such
      additional assignments and other instruments, as may be reasonably necessary
      or
      proper to effectuate the intent of the transactions contemplated hereby. Such
      efforts and assistance shall be at the cost of the requesting
      party.





**32.**  **Notices.**




All
      notices required or permitted to be given under the provisions of this Agreement
      shall be (a) in writing, (b) sent by facsimile, delivered by personal delivery,
      or sent by commercial delivery service or certified mail, return receipt
      requested, (c) deemed to have been given on the date sent via facsimile with
      receipt confirmed, the date of personal delivery, or the date set forth in
      the
      records of the delivery service or on the return receipt, and (d) addressed
      as
      follows:


If
      to
      Seller:


Alltel
      Communications, Inc.


One
      Allied Drive


Little
      Rock, AR 72202


Telephone:  (501)
      905-8000


Facsimile:  (501)
      905-0962


Attention:  General
      Counsel, Executive Vice President and Secretary





If
      to
      Purchaser:





Ann
      Newhall, EVP & COO


Rural
      Cellular Corporation


3905
      Dakota Street, SW


Alexandria,
      MN 56308


Telephone:  (320)
      762-2000


Facsimile:  (320)
      808-2181





With
      a
      Copy to:





Rural
      Cellular Corporation


302
      Mountain View Drive, Suite 200


Colchester,
      VT 05446


Attn.:  Elizabeth
      Kohler, Vice President, Legal Services


Telephone:  (802)
      654-5093


Facsimile:  (802)
      654-5050


E-mail
      address: BethLK@unicel.com





with
      a
      copy to (which shall not constitute notice):





Moss
      & Barnett, A Professional Association


4800
      Wells Fargo Center


90
      South
      Seventh Street


Minneapolis,
      MN 55402-4129


Attn:
      Richard J. Kelber, Esq.


Telephone:
      (612) 877-5380


Facsimile:(802)
      877-5999


E-mail
      address: kelberj@moss-barnett.com





**33.**  *******




**34.**  **** **Miscellaneous.**




***Information
          omitted
          and filed separately with the Securities and Exchange Commission pursuant
          to a
          request for confidential treatment.
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**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




(a)  Compliance
      with Governing Regulatory Documents.




Notwithstanding
      anything contained herein to the contrary, neither Seller nor Purchaser shall
      be
      required to take any action (or omit to take any action) that would be in
      contravention of the Governing Regulatory Documents, and no party shall be
      liable for any action taken (or omission to take any action) that is necessary
      in order to comply with the Governing Regulatory Documents. In the event that
      the terms of this Agreement are in conflict with the Governing Regulatory
      Documents, the parties agree to negotiate in good faith to amend the terms
      hereof in order to effectuate the purposes of this Agreement in accordance
      with
      the terms of the Governing Regulatory Documents.


(b)  Amendment.




This
      Agreement may be amended by a writing signed by both parties. To the extent
      that
      any provision herein is deemed to be unenforceable or contrary to applicable
      law
      (including any order, decree or judgment imposed by any governmental authority
      to which any party hereto is subject), the parties shall amend the terms hereof
      to the extent required by such law (or order, decree or judgment).


(c)  Expenses.




Except
      as
      set forth in Sections
      10 and 34(f) and
      except as may otherwise be agreed in other writing by the parties, all legal
      and
      other costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      costs
      and expenses.


(d)  Third
      Parties.




The
      representations, warranties, covenants and agreements contained in this
      Agreement are for the sole benefit of the parties hereto and their respective
      heirs, executors, administrators, legal representatives, successors and assigns
      and, in the case of Sections 25 and 26, the Purchaser Indemnitees and the Seller
      Indemnitees, and they shall not be construed as conferring any rights or
      remedies on any other Persons.


(e)  Specific
      Performance.




The
      parties acknowledge that their obligations hereunder are unique and that, prior
      to Closing, remedies at law, including monetary damages, will be inadequate
      in
      the event either party should default in the performance of its obligations
      under this Agreement. Accordingly, in the event of any such breach prior to
      Closing, the non-defaulting party shall be entitled to a decree of specific
      performance pursuant to which the defaulting party is ordered to affirmatively
      carry out its pre-closing obligations under this Agreement. The foregoing shall
      not be deemed to be or construed as a waiver or election of remedies by either
      party, both of whom expressly reserve any and all rights and remedies available
      to it at law or in equity in the event of any breach or default by the other
      party under this Agreement prior to Closing.


(f)  Transfer
      Taxes.




Seller,
      on the one hand, and Purchaser, on the other hand, shall bear equally the
      expense of all use, sales, transfer and other similar transaction taxes, if
      any,
      imposed solely and directly by reason of the transactions contemplated by this
      Agreement.


(g)  Assignment.




Except
      as
      otherwise provided in this Agreement, neither party hereto may assign this
      Agreement without the prior written consent of the other party hereto; *provided
      that* the
      Purchaser may, without the consent of the Seller, assign this Agreement, or
      any
      of its rights, interests and obligations, to any Affiliate of Purchaser prior
      to
      Closing; and *provided
      further*  that
      each
      of Seller and Purchaser may, without the consent of the other party, assign
      this
      Agreement, or any of their respective rights, interests and obligations
      hereunder, to any Affiliate thereof after the Closing, but none of the
      assignments described in this section shall relieve the assignor of its
      obligations hereunder. Any such purported assignment in violation of the
      provisions of this section shall be null, void and of no legal effect
      whatsoever. This Agreement shall inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns.


(h)  Dispute
      Resolution.




***Information
          omitted and filed separately with the Securities and
          Exchange Commission pursuant to a request for confidential
          treatment.
 26




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                2.1 Redacted**




If
      a
      dispute arises between the parties with respect to the terms and conditions
      of
      this Agreement (other than pursuant to Section 3(d)), or a party’s performance
      of its obligations hereunder (a “ Dispute ”),
      the
      parties agree to use and follow this dispute resolution procedure prior to
      initiating any judicial action:


(i)  Claims
      Procedure




If
      a
      party shall have a Dispute, such party shall provide written notice to the
      other
      party in accordance with the provisions of Section
      32 of this
      Agreement, in the form of a claim identifying the nature of the Dispute in
      sufficient detail to describe the basis for the claim (a “ Dispute
      Notice ”).
      Upon
      receipt of the Dispute Notice, the other party shall have five (5) business
      days
      to provide a written response to the Dispute Notice (the “ Response ”).
      The
      party providing the Dispute Notice shall have an additional five (5) business
      days following its receipt of the Response, to accept the proposed resolution
      or
      to request implementation of the procedure set forth in subsection (ii) below
      (the “ Escalation
      Procedure ”).
      Failure to comply with the time limitations set forth in this subsection may
      result in the implementation of the Escalation Procedures.


(ii)  Escalation
      Procedure




At
      the
      written request of a party involved in the Dispute and in compliance with the
      above paragraph, each party shall appoint a knowledgeable, responsible
      representative to negotiate in good faith to resolve such Dispute. The parties
      intend that these negotiations be conducted by experienced representatives
      of
      senior management empowered to decide the issues and who are knowledgeable
      regarding matters pertaining to the business segment (e.g., operations, finance,
      etc.) impacted by the Dispute. The business representatives will attempt to
      resolve the Dispute within five (5) business days of receiving the written
      request. If the Dispute cannot be resolved within that time period, then the
      parties may resort to judicial action or other remedies.


[Remainder
      of Page Intentionally Left Blank]











***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 27
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        2.1 Redacted**




IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        as of the date first above written.
 ALLTEL
        COMMUNICATIONS, INC.
 
 By:
        /s/
        Richard N. Massey
 Name:  Richard
        N. Massey
 Title:  Executive
        Vice President
 
 RURAL
        CELLULAR CORPORATION
 
 By:
        /s/
        Richard Ekstrand
 Name:  Richard
        Ekstrand
 Title:  President
        / CEO


***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 28