Unassociated Document


    

      Execution
        Copy

    

    
 

     

     

    STOCK
      PURCHASE AGREEMENT

     

    BY
      AND AMONG

     

    COUNTRY
      ROAD COMMUNICATIONS LLC

     

    AS
      SELLER

     

    AND

     

    OTELCO
      INC.

    AS
      BUYER

    
 

     

    DATED
      AS OF August 7, 2008

     

    


     

    
      

    

    


    Purchase
      of All the Outstanding Capital Stock of

    PINE
      TREE HOLDINGS, INC.,

    GRANBY
      HOLDINGS, INC.

    and
      

    WAR
      HOLDINGS, INC.

     

      
        

      

    

    


    


    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF
        CONTENTS

    

    

      
        	 	 	
                Page

              
	
                Article
                  I DEFINITIONS

              	
                1

              
	
                 1.1

              	
                 Definitions

              	
                1

              
	
                 1.2

              	
                 Use
                  of Words and Phrases

              	
                6

              
	
                Article
                  II PURCHASE AND SALE

              	
                7

              
	
                 2.1

              	
                 Purchase
                  and Sale of the Shares

              	
                7

              
	
                 2.2

              	
                 Purchase
                  Price

              	
                7

              
	
                 2.3

              	
                 Closing
                  Statement; Revised Closing Statement

              	
                7

              
	
                 2.5

              	
                 Certain
                  Definitions

              	
                8

              
	
                 2.6

              	
                 Closing

              	
                9

              
	
                 2.7

              	
                 Actions
                  Prior to or at Closing

              	
                9

              
	
                Article
                  III REPRESENTATIONS AND WARRANTIES OF SELLER

              	
                10

              
	
                 3.1

              	
                 Capacity
                  of Seller

              	
                10

              
	
                 3.2

              	
                 Organization,
                  Qualification, and Power

              	
                10

              
	
                 3.3

              	
                 Capitalization;
                  Constituent Documents

              	
                11

              
	
                 3.4

              	
                 Noncontravention

              	
                11

              
	
                 3.5

              	
                 Financial
                  Statements

              	
                12

              
	
                 3.6

              	
                 Absence
                  of Changes

              	
                12

              
	
                 3.7

              	
                 No
                  Undisclosed Liabilities

              	
                13

              
	
                 3.8

              	
                 Title
                  to Properties

              	
                13

              
	
                 3.9

              	
                 Equipment,
                  Etc

              	
                13

              
	
                 3.10

              	
                 Receivables

              	
                13

              
	
                 3.11

              	
                 Inventory

              	
                13

              
	
                 3.12

              	
                 Intellectual
                  Property

              	
                14

              
	
                 3.13

              	
                 Communications
                  Regulatory Matters

              	
                15

              
	
                 3.14

              	
                 Real
                  Property

              	
                16

              
	
                 3.15

              	
                 Leases

              	
                16

              
	
                 3.16

              	
                 Material
                  Contracts

              	
                17

              
	
                 3.17

              	
                 Directors
                  and Officers

              	
                18

              
	
                 3.18

              	
                 Bank
                  Accounts

              	
                18

              
	
                 3.19

              	
                 Litigation

              	
                18

              
	
                 3.20

              	
                 Labor
                  Relations

              	
                18

              
	
                 3.21

              	
                 ERISA

              	
                20

              
	
                 3.22

              	
                 Taxes

              	
                21

              
	
                 3.23

              	
                 Compliance
                  with Applicable Laws

              	
                22

              
	
                 3.24

              	
                 Environmental
                  Matters

              	
                22

              
	
                 3.25

              	
                 Interest
                  in Customers, Suppliers and Competitors

              	
                24

              
	
                 3.26

              	
                 Insurance

              	
                24

              
	
                 3.27

              	
                 Bankruptcy

              	
                24

              
	
                 3.28

              	
                 Brokers’
                  Fees

              	
                24

              
	
                 3.29

              	
                 Absence
                  of Other Warranties

              	
                24

              
	
                Article
                  IV REPRESENTATIONS AND WARRANTIES OF BUYER

              	
                25

              
	
                 4.1

              	
                 Organization,
                  Qualification, and Corporate Power

              	
                25

              
	
                 4.2

              	
                 Authorization
                  of Transaction

              	
                25

              
	
                 4.3

              	
                 Noncontravention

              	
                26

              
	
                 4.4

              	
                 Investment

              	
                26

              
	
                 4.5

              	
                 Brokers’
                  Fee

              	
                26

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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                 4.6

              	
                 Financing

              	
                26

              
	
                 4.7

              	
                 Evaluation
                  of Business

              	
                26

              
	
                 4.8

              	
                 Regulatory
                  Approvals

              	
                27

              
	
                Article
                  V DISCLOSURE SCHEDULE

              	
                27

              
	
                Article
                  VI COVENANTS; ADDITIONAL AGREEMENTS

              	
                27

              
	
                 6.1

              	
                 General

              	
                27

              
	
                 6.2

              	
                 Notices
                  and Consents

              	
                27

              
	
                 6.3

              	
                 Regulatory
                  Matters and Approvals

              	
                28

              
	
                 6.4

              	
                 Operation
                  of Business

              	
                28

              
	
                 6.5

              	
                 Access

              	
                30

              
	
                 6.6

              	
                 Notice
                  of Developments

              	
                30

              
	
                 6.7

              	
                 Exclusivity

              	
                30

              
	
                 6.8

              	
                 Director
                  and Officer Insurance

              	
                30

              
	
                 6.9

              	
                 Tax
                  Matters

              	
                31

              
	
                 6.10

              	
                 Further
                  Assurances

              	
                33

              
	
                 6.11

              	
                 Environmental
                  Matters

              	
                33

              
	
                 6.12

              	
                 Financial
                  Statements

              	
                33

              
	
                 6.13

              	
                 Books
                  and Records

              	
                33

              
	
                 6.14

              	
                 Financing
                  Commitments

              	
                33

              
	
                 6.15

              	
                 Company
                  Audits

              	
                33

              
	
                 6.16

              	
                 Seller’s
                  Legal Existence

              	
                34

              
	
                 6.17

              	
                 Employee
                  Plan Matters

              	
                34

              
	
                Article
                  VII CONDITIONS TO OBLIGATION TO CLOSE

              	
                34

              
	
                 7.1

              	
                 Conditions
                  to Obligation of the Buyer

              	
                34

              
	
                 7.2

              	
                 Conditions
                  to Obligation of Seller

              	
                36

              
	
                 7.3

              	
                 Deemed
                  Waiver

              	
                37

              
	
                Article
                  VIII TERMINATION

              	
                37

              
	
                 8.1

              	
                 Termination
                  of Agreement

              	
                37

              
	
                 8.2

              	
                 Effect
                  of Termination

              	
                38

              
	
                 8.3

              	
                 Fees
                  and Expenses

              	
                38

              
	
                Article
                  IX SURVIVAL; INDEMNIFICATION

              	
                39

              
	
                 9.1

              	
                 Survival

              	
                39

              
	
                 9.2

              	
                 Indemnification
                  of the Buyer

              	
                39

              
	
                 9.3

              	
                 Indemnification
                  of the Seller

              	
                40

              
	
                 9.4

              	
                 Procedure
                  for Indemnification

              	
                40

              
	
                 9.5

              	
                 Remedies
                  Exclusive

              	
                41

              
	
                 9.6

              	
                 Treatment
                  of Indemnity Payments

              	
                42

              
	
                Article
                  X MISCELLANEOUS

              	
                42

              
	
                 10.1

              	
                 Press
                  Releases and Public Announcements

              	
                42

              
	
                 10.2

              	
                 No
                  Third-Party Beneficiaries

              	
                42

              
	
                 10.3

              	
                 Agreement

              	
                42

              
	
                 10.4

              	
                 Succession
                  and Assignment

              	
                42

              
	
                 10.5

              	
                 Counterparts

              	
                42

              
	
                 10.6

              	
                 Headings

              	
                43

              
	
                 10.7

              	
                 Notices

              	
                43

              
	
                 10.8

              	
                 No
                  Recourse

              	
                44

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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                10.9

              	
                 Privilege
                  and Related Matters

              	
                45

              
	
                10.10

              	
                 Governing
                  Law

              	
                45

              
	
                10.11

              	
                 Amendments
                  and Waivers

              	
                45

              
	
                10.12

              	
                 Severability

              	
                45

              
	
                10.13

              	
                 Construction

              	
                45

              
	
                10.14

              	
                 Incorporation
                  of Exhibits and Disclosure Schedule

              	
                45

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Execution
        Copy

       

    

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT
      (the
“Agreement”)
      is
      made and entered into this 7th
      day of
      August, 2008 (the “Agreement
      Date”),
      by
      and among Otelco Inc., a Delaware corporation (“Buyer”)
      and
      Country Road Communications LLC (the “Seller”).
      The
      Buyer and the Seller are hereinafter sometimes referred to collectively as
      the
“Parties”
or
      singly as a “Party.”

     

    WHEREAS,
      the
      Seller owns all of the issued and outstanding capital stock (the “Shares”)
      of
      each of Pine Tree Holdings, Inc. (“Pine
      Tree Holdings”),
      Granby Holdings, Inc. (“Granby
      Holdings”)
      and
      War Holdings, Inc. (“War
      Holdings”
and,
      together with Pine Tree Holdings and Granby Holdings, the “Companies”
and
      each a “Company”);
      and

     

    WHEREAS,
      the
      Seller wishes to sell the Shares to the Buyer, and the Buyer wishes to purchase
      the Shares from the Seller, upon the terms and subject to the conditions set
      forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual promises herein made, and in
      consideration of the representations, warranties and covenants herein contained,
      the Parties agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1 Definitions.
      As used
      in this Agreement, the following terms shall have the definitions set forth
      below:

     

    “Agreed
      Closing Statement”
has
      the
      meaning set forth in Section 2.4(a).

     

    “Agreement”
means
      this Stock Purchase Agreement (including the Exhibits hereto and the Disclosure
      Schedule) and all amendments hereto made in accordance with the provisions
      of
      Section 10.11.

     

    “Agreement
      Date”
has
      the
      meaning set forth in the preface above.

     

    “Audited
      Financial Statements”
has
      the
      meaning set forth in Section 3.5.

     

    “Balance
      Sheet Date”
has
      the
      meaning set forth in Section 3.5.

     

    “Benefit
      Plans”
has
      the
      meaning set forth in Section 3.21.

     

    “Business”
means
      the telecommunications businesses conducted by the Companies and the
      Subsidiaries.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or a day on which banks are permitted
      or
      required to be closed in New York, New York. 

     

    “Buyer”
has
      the
      meaning set forth in the preface above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “CALEA”
      has the
      meaning set forth in Section 3.13(d). 

     

    “Closing”
has
      the
      meaning set forth in Section 2.6.

     

    “Closing
      Date”
has
      the
      meaning set forth in Section 2.6.

     

    “Closing
      Purchase Price”
has
      the
      meaning set forth in Section 2.2.

     

    “Closing
      Statement”
has
      the
      meaning set forth in Section 2.3.

     

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

     

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

     

    “Communication
      Laws”
means
      the Communications Act or the rules, regulations, orders and published policies
      of the FCC and all laws, statutes, rules, regulations, ordinances, judgments,
      orders, decrees, injunctions and writs of any State PUC or municipal Government
      Entity that regulates telecommunications and has jurisdiction over the business
      and operations of any Company or Subsidiary. 

     

    “Communications
      Licenses”
has
      the
      meaning set forth in Section 3.13(a).

     

    “Company”
and
      “Companies”
have
      the meanings set forth in the preface above.

     

    “Company
      Benefit Plans”
has
      the
      meaning set forth in Section 6.17.

     

    “Confidentiality
      Agreement”
means
      that certain Confidentiality and Non-Disclosure Agreement, dated November 5,
      2007 by and between the Seller and the Buyer.

     

    “Contracts”
has
      the
      meaning set forth in Section 3.16.

     

    “Current
      Assets”
shall
      be as set forth on Schedule
      2.3.

     

    “Current
      Liabilities”
shall
      be as set forth on Schedule
      2.3.

     

    “Current
      Premium”
has
      the
      meaning set forth in Section 6.8.

     

    “Cut-Off
      Date”
has
      the
      meaning set forth in Section 9.1.

     

    “Disclosure
      Schedule”
has
      the
      meaning set forth in Article III.

     

    “Environmental
      Laws”
means
      all applicable Laws, rules, regulations, orders, treaties, statutes, and codes
      promulgated by any governmental entity which prohibit, regulate or control
      any
      environmental, health or safety activity or Hazardous Substance, including,
      without limitation, the Comprehensive Environmental Response, Compensation,
      and
      Liability Act of 1980, the Resource Recovery and Conservation Act of 1976,
      the
      Federal Water Pollution Control Act, the Clean Air Act and the regulations
      promulgated pursuant to any of the foregoing, and all amendments and
      modifications of any of the foregoing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Equipment”
has
      the
      meaning set forth in Section 3.9.

     

    “Escrow
      Agent”
means
      the escrow agent serving in such capacity under the Escrow Agreement and the
      Special Escrow Agreement.

     

    “Escrow
      Agreement”
has
      the
      meaning set forth in Section 2.7(b).

     

    “Escrow
      Amount”
has
      the
      meaning set forth in Section 2.7(b).

     

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

     

    “FCC”
means
      the Federal Communications Commission.

     

    “Final
      Closing Statement”
has
      the
      meaning set forth in Section 2.4(c).

     

    “Final
      Purchase Price”
has
      the
      meaning set forth in Section 2.2.

     

    “Financial
      Statements”
has
      the
      meaning set forth in Section 3.5.

     

    “Financing
      Commitments”
has
      the
      meaning set forth in Section 4.6.

     

    “Firms”
has
      the
      meaning set forth in Section 10.9.

     

    “GAAP”
means
      United States generally accepted accounting principles as in effect from time
      to
      time, subject to adjustments customary for the telecommunications industry
      and,
      with respect to Interim Financial Statements and the financial statements
      provided in accordance with Section 6.12 hereof, year end and consolidating
      adjustments and the omission of footnotes.

     

    “Governmental
      Entity”
means
      any government or subdivision thereof, whether domestic or foreign, or any
      administrative, governmental or regulatory authority, agency, department,
      division, commission, court, tribunal or body, whether domestic, foreign or
      multinational.

     

    “Granby
      Holdings”
has
      the
      meaning set forth in the preface.

     

    “Hazardous
      Substance”
means
      any chemical, substance, waste, toxic or hazardous material, pollutant, or
      contaminant, regardless of quantity, the use, storage, handling, Release,
      disposal, treatment or transportation of which is regulated under Environmental
      Laws, including but not limited to petroleum products, asbestos and
      polychlorinated biphenyls.

     

    “HSR Act”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.

     

    “Independent
      Accountants”
has
      the
      meaning set forth in Section 2.4(c).

     

    “Insurance
      Policies”
has
      the
      meaning set forth in Section 3.26.

     

    “Intellectual
      Property”
has
      the
      meaning set forth in Section 3.12(a).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Interim
      Financial Statements”
has
      the
      meaning set forth in Section 3.5.

     

    “Inventory”
has
      the
      meaning set forth in Section 3.11.

     

    “IRS”
has
      the
      meaning set forth in Section 3.21(a).

     

    “Knowledge
      of Buyer”
means
      that one of the persons listed on Exhibit
      1.1(a)
      (i)
      actually is aware of a particular fact or matter or (ii) the knowledge such
      person would reasonably be expected to have as a result of the performance
      of
      his or her duties in his or her capacity as the person with the position listed
      for him or her on Exhibit
      1.1(a).
      

     

    “Knowledge
      of Seller”
means
      that one of the persons listed on Exhibit
      1.1(b)
      (i)
      actually is aware of a particular fact or matter or (ii) the knowledge such
      person would reasonably be expected to have as a result of the performance
      of
      his or her duties in his or her capacity as the person with the position listed
      for him or her on Exhibit
      1.1(b).

     

    “Law”
means
      any federal, state, local or foreign law, statute, code, ordinance, rule,
      regulation, judgment, order, injunction, decree, arbitration award, agency
      requirement, license or permit of any Governmental Entity. 

     

    “Leases”
has
      the
      meaning set forth in Section 3.15.

     

    “Liens”
means
      mortgages, deeds of trust, pledges, liens, encumbrances, charges, or other
      security interests, other than (i) purchase money Liens and Liens securing
      rental payments under capital lease arrangements, and (ii) other Liens arising
      in the Ordinary Course of Business and not incurred in connection with the
      borrowing of money.

     

    “Local
      Authorizations”
has
      the
      meaning set forth in Section 3.13(a). 

     

    “Losses”
has
      the
      meaning set forth in Section 9.2(a).

     

    “Material
      Adverse Effect”
means
      with respect to the Buyer or a Company or any of its Subsidiaries, as the case
      may be, any event, development, state of facts, occurrence or change that would,
      individually or in the aggregate, (i) result in a material adverse effect on
      the
      business, results of operations or condition (financial or otherwise) of such
      party and its subsidiaries taken as a whole or (ii) prevent or delay the
      consummation by the Companies of the transactions contemplated by this
      Agreement, in each case, other than any such effect attributable to or resulting
      from (A) any change in law or any change in the rules or regulations of or
      interpretations of law by the FCC, the MPUC, the MDTC, the NHPUC, the PSCWVA
      or
      any other state public utility commission or other Governmental Entity; provided
      that such change does not have a disproportionate effect on the Companies and
      the Subsidiaries relative to private companies in the rural telecommunications
      industry, (B) any action or omission of any of the Companies or the Buyer or
      any
      subsidiary of any Party taken with the express prior written consent of the
      other Party hereto, (C) any expenses incurred by such party where such expenses
      are contemplated by or reasonably incurred in connection with this Agreement
      or
      the transactions contemplated hereby, or (D) any change resulting from the
      announcement or pending nature of the transactions contemplated by this
      Agreement or the compliance by such Party with the terms of, or the taking
      of
      any such action by such Party required by, this Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Material
      Owned Real Property”
means
      Real Property owned by a Company or Subsidiary, listed on Schedule
      3.14
      and
      marked with an asterisk. 

     

    “MDTC”
means
      the Massachusetts Department of Telecommunications and Cable.

     

    “MPUC”
means
      the Maine Public Utilities Commission.

     

    “Net
      Working Capital”
has
      the
      meaning set forth in Section 2.5.

     

    “NHPUC”
means
      the New Hampshire Public Utilities Commission.

     

    “Notice
      of Objection”
has
      the
      meaning set forth in Section 2.4(a).

     

    “Ordinary
      Course of Business”
means
      the ordinary course of business materially consistent with past custom and
      practice (including with respect to quantity and frequency) or with the business
      plan, as the case may be, of a Company and its Subsidiaries.

     

    “Party”
has
      the
      meaning set forth in the preface above.

     

    “Permits”
has
      the
      meaning set forth in Section 3.23.

     

    “Permitted
      Liens”
means
      (i) Liens for Taxes, assessments or other governmental charges or levies not
      yet
      due, (ii) statutory Liens of landlords and Liens of carriers, warehousemen,
      mechanics, materialmen and other liens imposed by Law and created in the
      Ordinary Course of Business, (iii) Liens (other than any Lien imposed by ERISA)
      incurred or deposits made in the Ordinary Course of Business in connection
      with
      workers’ compensation, unemployment insurance or other types of social security,
      (iv) minor defects of title, easements, rights-of-way, restrictions and other
      similar charges or encumbrances not materially detracting from the value of
      the
      Real Property or interfering with the ordinary conduct of the Business, (v)
      Liens arising out of liabilities reflected on the Financial Statements, and
      (vi)
      those Liens, if any, listed on Schedule
      3.8.

     

    “Person”
means
      an individual, partnership, corporation, limited liability company, association,
      joint stock company, trust, joint venture, unincorporated organization or
      Governmental Entity.

     

    “Pine
      Tree Holdings”
has
      the
      meaning set forth in the preface.

     

    “PSCWVA”
means
      the Public Services Commission of West Virginia.

     

    “Real
      Property”
means
      any real property owned or leased by a Company or any Subsidiary.

     

    “Regulatory
      Permits”
has
      the
      meaning set forth in Section 3.13(a).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Release”
shall
      have the meaning assigned it at 42 U.S.C. Section 9601(22) without giving effect
      to exception (A) therein. 

     

    “Revised
      Closing Statement”
has
      the
      meaning set forth in Section 2.4(a).

     

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

     

    “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Seller”
has
      the
      meaning set forth in the preface above.

     

    “Shares”
has
      the
      meaning set forth in the preface above. 

     

    “Software”
means
      all material computer software used by any of the Companies or any of the
      Subsidiaries in the conduct of the Business.

     

    “Special
      Escrow Agreement”
has
      the
      meaning set forth in Section 2.7(b).

     

    “Special
      Escrow Amount”
has
      the
      meaning set forth in Section 2.7(b).

     

    “State
      Licenses”
has
      the
      meaning set forth in Section 3.13(a).

     

    “State
      PUCs”
means
      collectively, the MPUC, the MDTC, the NHPUC and PSCWVA.

     

    “Subsidiary”
means
      any corporation, partnership, limited liability company or other business entity
      with respect to which any of the Companies (or a Subsidiary thereof), directly
      or indirectly, owns a majority of the ownership interests therein or has the
      power to vote or direct the voting of sufficient securities thereof to elect
      a
      majority of its directors or other persons performing similar
      functions.

     

    “Tax”
or
      “Taxes”
means
      any and all federal, state, provincial, local, foreign and other taxes, levies,
      fees, imposts, duties and similar governmental charges (including any interest,
      fines, assessments, penalties or additions to tax imposed in connection
      therewith or with respect thereto) including (A) taxes imposed on, or
      measured by, income, franchise, profits or gross receipts, and (B) ad
      valorem, value added, capital gains, sales, goods and services, use, real or
      personal property, capital stock, license, branch, payroll, estimated
      withholding, employment, social security (or similar), unemployment,
      compensation, utility, severance, production, excise, stamp, occupation,
      premium, windfall profits, transfer and gains taxes, and customs
      duties.

     

    “Tax
      Returns”
means
      all reports, estimates, declarations of estimated Tax, information statements
      and returns relating to Taxes and any schedules attached to or amendments of
      any
      of the foregoing.

     

    “Trademarks”
has
      the
      meaning set forth in Section 3.12(a).

     

    “War
      Holdings”
has
      the
      meaning set forth in the preface above. 

     

    1.2 Use
      of Words and Phrases.
      “Herein,” “hereby,” “hereunder,” “hereof,” “hereinabove,” “hereinafter” and
      other equivalent words refer to this Agreement as a whole and not solely to
      the
      particular Section of this Agreement in which any such word is used. The
      definitions set forth in Section 1.1 hereof include both the singular and the
      plural. Whenever used in this Agreement, any pronoun shall be deemed to include
      both singular and plural and to cover all genders. All references to dollars
      in
      this Agreement shall mean U.S. dollars.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    PURCHASE
      AND SALE

     

    2.1 Purchase
      and Sale of the Shares.
      Upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      the
      Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller,
      the Shares.

     

    2.2 Purchase
      Price.
      The
      aggregate purchase price for the Shares shall be $101,329,000 in cash (the
      “Closing
      Purchase Price”
and,
      after giving effect to any adjustment in accordance with Section 2.3, the
“Final
      Purchase Price”).
      

     

    2.3 Closing
      Statement; Revised Closing Statement.
      

     

    (a) As
      soon
      as practicable and in no event less than five (5) Business Days prior to the
      Closing Date, after consultation with the Buyer, the Seller shall deliver to
      the
      Buyer a statement (the “Closing
      Statement”)
      prepared in accordance with the books and records of each Company
      and its Subsidiaries setting forth the Net Working Capital as estimated as
      of
      the open of business on the Closing Date and as determined in accordance with
      the format shown on Schedule
      2.3
      and
      consistent in all respects with the definitions of Current Assets and Current
      Liabilities contained in this Agreement. Based on the Closing Statement, at
      Closing the Closing Purchase Price shall be subject to (i) reduction (on a
      dollar for dollar basis) if the Net Working Capital as shown on the Closing
      Statement is less than $2,500,000 or (ii) increase (on a dollar for dollar
      basis) if the Net Working Capital as shown on the Closing Statement is greater
      than $3,000,000. In the event that the Net Working Capital is equal to or
      greater than $2,500,000 but equal to or less than $3,000,000, no adjustment
      shall be made. 

     

    (b) Within
      forty five (45) days after the Closing Date, the Buyer shall prepare, in and
      after consultation with the Seller, and deliver to the Seller a statement (the
      “Revised
      Closing Statement”)
      setting forth its determination of the Net Working Capital as of the open of
      business on the Closing Date as determined in accordance with the format shown
      on Schedule 2.3 and consistent in all respects with the definitions of Current
      Assets and Current Liabilities in this Agreement. If
      the
      amount shown by the Buyer to be Net Working Capital on the Revised Closing
      Statement is different than the amount shown on the Closing Statement, the
      Final
      Purchase Price shall be readjusted promptly (on a dollar for dollar basis)
      in
      accordance with Schedule 2.3 using the amount shown to be Net Working Capital
      on
      the Agreed Closing Statement or the Final Closing Statement, as applicable.
      To
      the extent any readjustment is made, then, within five (5) days after such
      final
      determination is made, either party will pay the other (in immediately available
      funds) in accordance with the provision above.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.4 Adjustment
      Procedure.

     

    (a) Revised
      Closing Statement Review.
      During
      the thirty (30) days immediately following delivery of the Revised Closing
      Statement, the Seller shall be entitled to review the Revised Closing Statement
      and any working papers, financial records, trial balances and similar materials
      relating to the Revised Closing Statement prepared by the Buyer or by Persons
      retained by it, and the Buyer shall provide the Seller with access to the
      principal office and the personnel, properties, books and records of each
      Company and its Subsidiaries, during normal business hours. The Revised Closing
      Statement prepared by the Buyer
      shall become final and binding (the “Agreed
      Closing Statement”)
      upon
      the
      parties hereto
      on
      the thirty-first day following receipt thereof by the Seller, unless the Seller
      gives written notice
      to
      the Buyer of its objection to the Revised Closing Statement (a “Notice
      of Objection”) prior
      to
      such thirty-first day. Any Notice of Objection shall specify in reasonable
      detail the nature of any objection so asserted.

     

    (b) Closing
      Statement Dispute Resolution.
      During
      the fifteen (15) days immediately following the delivery of any Notice of
      Objection, the Buyer and the Seller shall seek in good faith to resolve in
      writing any differences which they may have with respect to any matter specified
      in such Notice of Objection. During such period, the Buyer and the Seller shall
      each have access to the other party’s working papers, financial records, trial
      balances and similar materials prepared (by such other party or Persons retained
      by it) in connection with the other party’s preparation of the Revised Closing
      Statement or the Notice of Objection, as the case may be. The matters set forth
      in any such written resolution shall be final and binding on the parties hereto
      on the date of such written resolution. 

     

    (c) If
      the
      Buyer and the Seller are unable to agree upon any of the items set forth on
      the
      Revised Closing Statement, within the fifteen day period referred to in Section
      2.4(b), the parties shall mutually engage and submit any unresolved dispute
      to,
      and the same shall be finally and conclusively resolved in accordance with
      the
      provisions of this Agreement by Ernst & Young or Deloitte Touche, or such
      other accounting firm of national reputation, in either case, as shall be
      mutually acceptable to the Buyer and the Seller (the “Independent
      Accountants”).
      Each
      party shall be afforded the opportunity to prepare and submit a written report
      to the Independent Accountants. The Buyer and the Seller will instruct the
      Independent Accountants to determine and report in writing to the Buyer and
      the
      Seller as to the resolution of all disputed matters submitted to the Independent
      Accountants and the effect of such determinations on the Revised Closing
      Statement within twenty (20) days after such submission or such longer period
      as
      the Independent Accountants may reasonably require, and such determinations
      shall be final, binding and conclusive as to the Buyer and the Seller. The
      statement setting forth such final and binding determination of the Net Working
      Capital as of open of business on the Closing Date is hereinafter referred
      to as
      the “Final
      Closing Statement.”
The
      fees and disbursements of the Independent Accountants shall be payable one-half
      by the Seller, on the one hand, and one-half by the Buyer, on the other
      hand.

     

    2.5 Certain
      Definitions.
      “Net
      Working Capital” means
      the
      sum of the respective amounts of the consolidated Current Assets of
      the
      Companies and their respective Subsidiaries
      minus
      the sum of the respective amounts of the consolidated Current Liabilities of
      the
      Companies and their respective Subsidiaries as of the open of business on the
      Closing Date, as determined in accordance
      with the format shown on Schedule
      2.3
      and
      consistent in all respects with the definitions of Current Assets and Current
      liabilities contained in this Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.6 Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of Dorsey & Whitney LLP, 1105 North Market Street,
      Suite 1600, Wilmington, Delaware, commencing at 9:00 a.m. local time on the
      third (3rd)
      Business Day following the satisfaction or waiver of all conditions to the
      obligations of the Parties to consummate the transactions contemplated hereby
      (other than conditions with respect to actions the respective Parties will
      take
      at the Closing itself) or such other place and date as the Parties may mutually
      determine (the “Closing
      Date”);
      provided, however, that the Closing Date shall be no later than December 31,
      2008, as such date may be extended by the mutual agreement of the
      Parties.

     

    2.7 Actions
      Prior to or at Closing.
      At
      least two (2) Business Days prior to the Closing, the Seller shall provide
      to
      the Buyer (i) a payoff letter from each holder of indebtedness listed on
Schedule
      2.7(b)(ii)
      indicating the amount required to discharge such indebtedness, including wire
      transfer instructions. At the Closing, 

     

    (a) the
      Seller will deliver to the Buyer 

     

    (i) stock
      certificates evidencing the Shares duly endorsed in blank, or accompanied by
      stock powers duly executed in blank; 

     

    (ii) a
      receipt
      for the Closing Purchase Price; and 

     

    (iii) the
      various certificates, instruments and documents referred to in Section 7.1,
      and


     

    (b) the
      Buyer
      will deliver 

     

    (i) to
      the
      Escrow Agent, $6,300,000 (the “Escrow
      Amount”)
      to be
      held by the Escrow Agent in a separate account pursuant to the Escrow Agreement
      in the form annexed hereto as Exhibit
      2.7(b)
      (the
“Escrow
      Agreement”)
      to
      provide for a source of the satisfaction of Seller’s obligations, if any, under
      Sections 2.4 and 9.2 of this Agreement, as well as any payments due to Buyer
      under the Special Escrow Agreement in excess of the Special Escrow Amount;
      

     

    (ii) to
      any
      holders of indebtedness listed on Schedule
      2.7(b)(ii),
      the
      amount set forth in the payoff letters referenced in the first sentence of
      this
      Section 2.7;

     

    (iii) to
      the
      Escrow Agent, $1,300,000 (the “Special
      Escrow Amount”)
      to be
      held by the Escrow Agent in a separate account pursuant to the Special Escrow
      Agreement in the form annexed hereto as Exhibit
      2.7(b)(iii)
      (the
“Special
      Escrow Agreement”)
      to be
      released in accordance with the terms of the Special Escrow Agreement.


     

    (iv) to
      the
      Seller, the remainder of the Closing Purchase Price, after giving effect to
      clauses (i), (ii) and (iii) above, by wire transfer in immediately available
      funds as directed by the Seller; and 

     

    (v) to
      Seller, the various certificates, instruments and documents referred to in
      Section 7.2. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
      amount held by the Escrow Agent under Section 2.7(b)(i) will bear interest
      at
      the rate provided for in the Escrow Agreement and, subject to the provisions
      of
      the Escrow Agreement, shall be paid to Seller on the first anniversary of the
      Closing Date.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    The
      Seller represents and warrants to the Buyer that the statements contained in
      this Article III are correct and complete as of the Agreement Date and will
      be
      correct and complete as of the Closing Date, except as set forth in the
      Disclosure Schedule identified in this Article III “Disclosure
      Schedule”).
      The
      numbering of the Disclosure Schedule will correspond to the numbered Sections
      contained in this Article III. 

     

    3.1 Capacity
      of Seller.
      The
      Seller is a limited liability company duly formed and validly existing under
      the
      laws of the State of Delaware. The Seller has full limited liability company
      power and authority to conduct its business as it is presently conducted, to
      enter into this Agreement, to carry out the Seller’s obligations hereunder and
      to consummate the transactions contemplated hereby. This Agreement has been
      duly
      executed and delivered by the Seller, and assuming due execution and delivery
      by
      the Buyer, this Agreement constitutes a legal, valid and binding obligation
      of
      the Seller, enforceable against the Seller in accordance with its terms, except
      as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting rights of creditors
      generally or by general principles of equity.

     

    3.2 Organization,
      Qualification, and Power.
      Each
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware. Schedule
      3.2
      contains
      a list of each Company’s Subsidiaries. Each Subsidiary is duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization. Each Company and its Subsidiaries are duly authorized to conduct
      business and are in good standing under the laws of each jurisdiction in which
      the character and location of their respective properties or the nature of
      their
      respective businesses require qualification, except where the lack of such
      qualification would not have a Material Adverse Effect. Each Company and its
      Subsidiaries have full legal power and authority to own their respective
      properties and to carry on that portion of the Business they presently are
      conducting.
      The
      Seller has previously delivered or made available to the Buyer complete and
      correct copies of (i) the articles of incorporation and bylaws of each Company
      and its Subsidiaries (or comparable organizational documents) and all amendments
      thereto, (ii) the minutes of board of directors meetings and shareholder
      meetings of each Company and each Subsidiary in the possession of the Seller
      and
      (iii) organizational documents, agreements of partnership, buy-sell agreements,
      shareholder agreements, shareholder control agreements and other similar
      documents and agreements applicable to each Company and its Subsidiaries and
      in
      the possession of the Seller. Such documents are in full force and
      effect.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.3 Capitalization;
      Constituent Documents.
      The
      authorized capital of Pine Tree Holdings consists of 1,000 shares of common
      stock, $0.01 par value per share, of which 1,000 shares are issued and
      outstanding. The authorized capital of Granby Holdings consists of 1,000 shares
      common stock, $0.01 par value per share, of which 100 shares are issued and
      outstanding. No shares of the capital stock of any of the Companies are
      preferred shares or held as treasury shares. The authorized capital of War
      Holdings consists of 1,000 shares of common stock, $0.01 par value per share,
      of
      which 100 shares are issued and outstanding. The record owners of all of the
      issued and outstanding capital stock or other equity interests of each of the
      Subsidiaries are as listed on Schedule
      3.3.
      Except
      as set forth on Schedule
      3.3,
      all of
      the Shares have been duly authorized and are validly issued, fully paid and
      nonassessable, free and clear of preemptive (or similar) rights and are held
      free and clear of any Liens, other than Permitted Liens. There are no
      outstanding or authorized options, warrants, purchase rights, subscription
      rights, conversion rights, exchange rights or other contracts or commitments
      that could require any of the Companies or any of the Subsidiaries to issue,
      sell or otherwise cause to become outstanding any of its capital stock. There
      are no outstanding or authorized stock appreciation, phantom stock, or similar
      rights with respect to any Company or its Subsidiaries.
      Except
      as set forth on Schedule
      3.3,
      there
      are no voting trusts, proxies or other commitments, understandings, restrictions
      or arrangements in favor of any Person with respect to the voting of, or right
      to participate in dividends or other earnings, on any capital stock of any
      Company or Subsidiary.

     

    3.4 Noncontravention.
      Except
      as set forth on Schedule
      3.4,
      neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (i) violate any Law to which any Company
      or any Subsidiary is subject, or (ii) conflict with, result in a breach of,
      constitute (with or without notice or lapse of time or both) a default under,
      result in the acceleration of, create in any party the right to accelerate,
      terminate, modify or cancel, or require any notice or consent under any
      agreement, contract, lease, license, instrument or other arrangement to which
      a
      Company or a Subsidiary is a party, by which such Company or Subsidiary is
      bound
      or to which any of their assets are subject (or result in the imposition of
      any
      Lien upon any of their assets), except where the violation, conflict, breach,
      default, acceleration, termination, modification, cancellation, failure to
      give
      notice or Lien would not have a Material Adverse Effect. Neither the execution
      and delivery of this Agreement, nor the consummation of the transactions
      contemplated hereby, will violate any provision of the articles of incorporation
      or bylaws (or similar governing documents) of the Companies or the Subsidiaries.
      Other than in connection with (i) the provisions of the HSR Act and state
      securities laws, (ii) the necessary notices to and approvals or consents of
      the
      State PUCs and the FCC, and (iii) the necessary notices to and approvals and
      consents, if any, of other state public utility commissions or similar state
      regulatory bodies pursuant to applicable state laws regulating the telephone
      or
      other telecommunications business, none of the Seller, the Companies or the
      Subsidiaries are required to give notice to, file with or obtain authorization,
      consent or approval of any Governmental Entity in order for the Seller to
      perform its obligations under this Agreement, except where the failure to give
      such notice to file or to obtain such authorization, consent or approval would
      not have a Material Adverse Effect.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.5 Financial
      Statements.
      The
      Seller has heretofore furnished the Buyer with true and complete copies of
      (i)
      the unaudited consolidated balance sheets and income statements of each of
      the
      Companies and its respective Subsidiaries for the fiscal years ended December
      31, 2006 and December 31, 2007, and (ii) the unaudited consolidated balance
      sheet and income statement of each of the Companies and its respective
      Subsidiaries for the one month and four month periods ended April 30, 2008
      ((the
“Interim
      Financial Statements”)
      such
      date, the “Balance
      Sheet Date”).
      The
      financial statements referred to in clauses (i)-(ii) above are collectively
      referred to herein as the “Financial
      Statements”.
      Except
      as disclosed therein, the Financial Statements, insofar as they related to
      any
      of the Companies and its respective Subsidiaries, are complete and correct
      in
      all material respects, have been prepared on a consistent basis and present
      fairly the financial position and operating results of the respective entity
      as
      of the dates, and during such periods, indicated therein, subject to the
      disclosures set forth on Schedule
      3.5.
      Notwithstanding the foregoing, the occurrence of any event or action, or the
      incurring of any claim or liability, that adversely affects the financial
      position or operating results of the Companies or the Subsidiaries as of the
      dates, and during the periods, covered by, and as presented in, the Financial
      Statements shall not constitute a breach of or an inaccuracy in this Section
      3.5
      if said event, action, claim or liability is the subject of or is covered by
      another Section within this Article III (e.g., litigation is the subject of
      and
      is covered by Section 3.19) and the occurrence or incurring thereof does not
      constitute a breach of or inaccuracy in such other Section. 

     

    3.6 Absence
      of Changes.
      Except
      as set forth on Schedule
      3.6,
      and as
      contemplated hereby, since December 31, 2007 and through the Agreement Date,
      (i)
      none of the Companies nor any of the Subsidiaries has suffered any Material
      Adverse Effect; (ii) none of the Companies nor any of the Subsidiaries has
      entered into any transaction that was not in the Ordinary Course of Business;
      (iii) except for sales of goods and services in the Ordinary Course of Business,
      there has been no sale, assignment, transfer, mortgage, pledge, encumbrance
      or
      lease of any material asset or property including capital stock of a Company
      or
      any of its Subsidiaries; (iv) there has been no material change in Tax or
      financial accounting methods or practices from those used in the preparation
      of
      the most recently filed Tax Returns or the Financial Statements, or revaluation
      of any asset of any Company or any of its Subsidiaries (other than accounts
      receivable written down in the Ordinary Course of Business); (v) there has
      been
      no material damage, destruction to or loss of, physical property adversely
      affecting the Business; (vi) there has been no material loan by any Company
      or
      any of its Subsidiaries, or guaranty by any Company or any of its Subsidiaries
      of any loan, to any employee of any Company or any of its Subsidiaries; (vii)
      none of the Companies nor any of the Subsidiaries have ceased to transact
      business with any customer that, as of the date of such cessation, represented
      more than five percent (5%) of the annual gross revenues of the applicable
      Company; (viii) none of the Companies nor any of the Subsidiaries have failed
      to
      satisfy any of its debts, obligations or liabilities related to the assets
      of
      the applicable Company as the same became due and payable (except for accounts
      payable which are paid in accordance with past practices and in the Ordinary
      Course of Business); (ix)
      no
      material Contract has been
      accelerated, suspended, terminated, modified or cancelled;
      (x)
      none
      of the Companies nor any of the
      Subsidiaries has canceled any debts or waived any claims or rights with a value
      greater than $25,000;
      (xi) none of the Companies nor any of the Subsidiaries has disposed of or
      permitted to
      lapse
      any rights to the use of any patent, trademark, trade name or copyright;
(xvi)
      none of the Companies nor any of the Subsidiaries has entered, amended, modified
      or terminated any employment, collective bargaining or noncompetition agreement
      or Benefit Plan or made any changes in the terms of employment, compensation
      or
      benefits of any of its directors, officers or employees, except for entering
      into, amending, modifying or terminating such agreements and making such changes
      in the Ordinary Course of Business, (xvii) none of the Companies nor
      any
      of the Subsidiaries has failed to maintain in full force and effect all existing
      policies of insurance
      at least at such levels as were in effect prior to such date or canceled any
      such insurance
      or, to the Knowledge of Seller, taken or failed to take any action that would
      enable the insurers under such policies to avoid liability to claims arising
      our
      of occurrences prior to the Closing; and (xviii) there
      has
      been no agreement or commitment by any Company or any of its Subsidiaries to
      do
      any of the foregoing. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.7 No
      Undisclosed Liabilities.
      None of
      the Companies nor any of the Subsidiaries has any liability or obligation of
      the
      type that would be required to be reflected on a balance sheet of such entity
      prepared in accordance with GAAP except (i) as set forth on Schedule
      3.7;
      (ii)
      debts, liabilities and obligations incurred in the Ordinary Course of Business
      after the Balance Sheet Date, that would not have a Material Adverse Effect,
      (iii) liabilities reflected on the Financial Statements, and (iv) those debts,
      liabilities or obligations incurred as a result of the transactions contemplated
      hereby. Notwithstanding the foregoing, no debt, liability or obligation shall
      constitute a breach of or an inaccuracy in this Section 3.7 if said debt,
      liability or obligation is the subject of or is covered by another Section
      within this Article III (e.g., litigation is the subject of and is covered
      by
      Section 3.19) and the existence of said debt, liability or obligation does
      not
      constitute a breach or inaccuracy in such other Section.

     

    3.8 Title
      to Properties.
      Except
      as set forth on Schedule
      3.8,
      each
      Company and each Subsidiary has good and marketable title to all its owned
      Real
      Property and tangible personal property and assets used in the Business, and
      valid leasehold interests to all of its leased property used in the Business,
      in
      each case free and clear of any and all Liens other than Permitted Liens. The
      existence of mortgages, security interests, encumbrances and other Liens, other
      than those expressly set forth in this Agreement, shall not be objections to
      title, provided that properly executed instruments, in recordable form,
      necessary to satisfy the same are delivered to the Buyer at
      Closing.

     

    3.9 Equipment,
      Etc.
      Except
      as set forth on Schedule
      3.9,
      all
      items of tangible personal property (including computer hardware) used in the
      operation of the Business (the “Equipment”),
      in
      the aggregate, are in satisfactory condition and repair, ordinary wear and
      tear
      excepted, so as to operate the Business in the manner in which it is now
      operated by the Companies and the Subsidiaries.

     

    3.10 Receivables.
      Except
      as set forth on Schedule
      3.10,
      all of
      the trade receivables and notes receivable which are reflected on the Financial
      Statements or which arose subsequent to December 31, 2007, arose out of bona
      fide, arms-length transactions and, to the Knowledge of Seller, all such
      receivables are good and collectible (or have been collected) in the Ordinary
      Course of Business in accordance with their terms, and at the aggregate recorded
      amounts thereof, using normal collection practices, less the amount of
      applicable reserves for doubtful accounts and for allowances and discounts.
      To
      the Knowledge of Seller, all such reserves, allowances and discounts were and
      are adequate.

     

    3.11 Inventory.
      To the
      Knowledge of Seller, all inventory of the Companies and the Subsidiaries which
      is held for use, sale or resale (the “Inventory”)
      consists of items of a quantity and quality historically useable and/or saleable
      in the Ordinary Course of Business, except for items of obsolete and slow-moving
      material and materials which are below standard quality, all of which have
      been
      written down on the Financial Statements to estimated net realizable value
      in
      accordance with the Ordinary Course of Business.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.12 Intellectual
      Property. 

     

    (a) List
      of Intellectual Property.
      Schedule
      3.12
      sets
      forth an accurate and complete list of all of the following which are used
      in
      the Business or in which any of the Companies or the Subsidiaries claim any
      ownership rights: (i) all trademarks, service marks, trade names, trade dress,
      domain names and other indicia of origin, and all registrations and pending
      applications to register any of the foregoing (collectively, together with
      the
      associated good will of each, “Trademarks”);
      (ii)
      all patents and the pending patent applications (provisional or non-provisional)
      and any division, continuation or continuation-in-part thereof; (iii) all
      copyrights and all copyrightable works, and all registrations, applications
      for
      registration, extensions and renewals thereof; (iv) all licenses of rights
      in
      Trademarks, patents, copyrights and other intellectual property, whether to
      or
      by any Company or any Subsidiary (for this purpose, excluding so-called
“off-the-shelf” products and “shrink wrap” software licensed to any of the
      Companies or Subsidiaries in the Ordinary Course of Business and easily
      obtainable without material expense); and (v) all Software developed by any
      Company or any Subsidiary. The rights required to be so identified, together
      with all proprietary know how and trade secrets which are material to any
      Company, any Subsidiary or the Business, are referred to herein collectively
      as
      the “Intellectual
      Property.”

     

    (b) Ownership
      of Intellectual Property.
      Either
      a Company and/or a Subsidiary has the sole, exclusive and irrevocable title
      to,
      or is duly authorized to use, the Intellectual Property, and, except for as
      set
      forth on Schedule
      3.12,
      has not
      granted any liens, mortgages or encumbrances thereon or thereto. The
      Intellectual Property is valid and enforceable and has been maintained in good
      standing, and no Company or Subsidiary has undertaken or omitted to undertake
      any acts and, to the Knowledge of Seller, no circumstances or grounds exist,
      that would invalidate, reduce or eliminate, in whole or in part, the
      enforceability or scope of such Intellectual Property.

     

    (c) Intellectual
      Property Disputes. Except as set forth on Schedule
      3.19,
      there
      are no pending or, to the Knowledge of Seller, threatened, claims (whether
      orally or in writing), that any Company or Subsidiary has infringed,
      misappropriated, diluted or violated any intellectual property rights of any
      third party. The use of the Intellectual Property by any Company or Subsidiary
      has not and does not infringe upon, misappropriate, dilute or violate the
      intellectual property rights of any third party. To the Knowledge of Seller,
      (i)
      the Intellectual Property has not been and is not being infringed,
      misappropriated, diluted or violated by any third party and, (ii) no
      circumstances or grounds exist that would indicate that the Intellectual
      Property is about to be so infringed, misappropriated, diluted or violated.
      

     

    (d) Computer
      Software.
      The
      Seller has heretofore furnished the Buyer with a list of all Software (for
      this
      purpose, excluding so-called “off-the-shelf” products and “shrink wrap” software
      licensed to any of the Companies or Subsidiaries in the Ordinary Course of
      Business and easily obtainable without material expense). Either a Company
      and/or a Subsidiary currently owns or licenses, or otherwise have the legal
      right to use, all of the Software (including any upgrade, alteration or
      enhancement with respect thereto), and to the Knowledge of Seller, all of the
      Software is being used in compliance with applicable licenses or other
      agreements.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    3.13 Communications
      Regulatory Matters. 

     

    (a) Except
      as
      set forth in Schedule
      3.13(a)(i),
      each of
      the Companies or their respective Subsidiaries has all permits, licenses,
      variances, exemptions, waivers, orders, approvals, concessions, registrations
      and other authorizations issued or provided by each Governmental Entity that
      regulates telecommunications in each applicable jurisdiction (together with
      any
      renewals, extensions, or modifications thereof and any additions thereto made
      as
      of the Closing Date, “Communications
      Licenses”),
      including (i) the FCC; (ii) the State PUCs, as applicable (together with any
      renewals, extensions, or modifications thereof and any additions thereto made
      as
      of the Closing Date, the “State
      Licenses”);
      and
      (iii) all permits, licenses, franchises, approvals, rights-of-way or other
      authorizations issued or provided by the appropriate municipal governmental
      entities (together with any renewals, extensions, or modifications thereof
      and
      any additions thereto made as of the Closing Date, the “Local
      Authorizations”
      together with the Communications, Licenses and the State Licenses the
“Regulatory
      Permits”);
      in
      each case that are required for the conduct of the Business and to the extent
      that any failure to hold such Regulatory Permits would not have a Material
      Adverse Effect. Schedule
      3.13(a)(ii)
      sets
      forth a true, correct and complete list of all of the Communications Licenses
      and correctly specifies the expiration date of each Communications License
      in
      effect as of the Agreement Date. No Company is required to obtain or hold in
      its
      own name any Communication Licenses in order for its Subsidiaries to conduct
      business as presently conducted.

     

    (b) Except
      as
      set forth in Schedule
      3.13(b),
      each of
      the Communications Licenses was duly issued, is valid and in full force and
      effect, has not been suspended, canceled, revoked or modified in any materially
      adverse manner and is not subject to conditions or requirements that are not
      generally imposed on such authorizations.

     

    (c) Except
      as
      set forth in Schedule
      3.13(c),
      (i)
      each holder of a Communications License is in material compliance with, and
      the
      conduct of its business has been and is in material compliance with, the terms
      of the Communications Licenses, the Communications Act, and any applicable
      Communications Laws; (ii) each such holder has timely filed all material
      registrations and reports that were due to be filed in the three years prior
      to
      the execution of this Agreement, including any renewal applications, required
      by
      the Communications Act, or any other applicable Communications Laws, and all
      such registrations and reports were true and correct in all material respects;
      and (iii) each such holder has paid all amounts owed to the FCC, any State
      PUC
      or any municipal Governmental Entity in connection with the grant and
      maintenance of the good standing of the Communications Licenses and no further
      amounts are currently due to the FCC, any State PUC or any municipal
      Governmental Entity. Except as set forth in Schedule
      3.13(c),
      (x)
      there is no pending or, to the Knowledge of Seller, any threatened action by
      or
      before the FCC, any State PUC, or any municipal Governmental Entity to revoke,
      cancel, suspend, modify or refuse to renew any material Communications License,
      (y) there is not now issued, outstanding or, to the Knowledge of Seller,
      threatened, any notice by the FCC, any State PUC, or any municipal Governmental
      Entity, any material violation or complaint, or any application, complaint,
      or
      proceeding (other than applications, proceedings, or complaints that generally
      affect the industry of the applicable Company or any of its Subsidiaries as
      a
      whole) relating to the Business or operations of the applicable Company and
      its
      Subsidiaries, and (z) to the Knowledge of Seller, no Person has asserted in
      writing to a Governmental Entity that any material Communications License should
      be modified or revoked, or that any Company or Subsidiary is not in material
      compliance with any Communications License.

     

    
      
        
        

      

      
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    (d) Without
      limiting the foregoing, each Subsidiary (i) complies in all material respects
      with the requirements of the Communications Assistance for Law Enforcement
      Act
      (“CALEA”),
      47
      U.S.C. Sec. 1001 et seq. and the implementing rules of the FCC; (ii) is capable
      of providing enhanced 911 service in material compliance with 47 U.S.C.
      Sec.251(e)(3) and the implementing rules of the FCC and FCC policies thereunder;
      and (iii) currently is a party to and is in material compliance with any and
      all
      necessary pole sharing, conduit occupancy or similar agreements and is currently
      in material compliance with any and all Laws of the FCC, any State PUC, or
      any
      municipal Governmental Entity with regard to the placement and/or spacing of
      telephone lines. 

     

    (e) The
      regulatory tariffs applicable to the Company and each Subsidiary stand in full
      force and effect in accordance with their terms, and there is no outstanding
      notice of suspension, cancellation or termination or, to the Knowledge of
      Seller, any threatened suspension, cancellation or termination in connection
      therewith. None of the Companies nor any Subsidiary is subject to any
      restrictions or conditions applicable to its regulatory tariffs that limit
      or
      would materially limit the operations of the Companies or the Subsidiaries
      (other than restrictions or conditions generally applicable to tariffs of that
      type). To the extent that regulatory approvals are required under the
      Communications Laws, each such tariff has been duly and validly approved by
      the
      appropriate regulatory agency. None of the Companies nor any Subsidiary is
      in
      violation under the terms and conditions of any such tariff, and there is no
      basis for any claim of violation by any Company or Subsidiary under any such
      tariff. 

     

    3.14 Real
      Property.

     

    (a) Schedule
      3.14
      contains
      a list of all Real Property.

     

    (b) Except
      as
      set forth on Schedule
      3.14
      to the
      Knowledge of Seller, there are no parties in possession of any portion of the
      Real Property other than one of the Companies or one of the Subsidiaries,
      whether as lessees, sublessees, tenants at will or trespassers, which materially
      impair the use thereof in a manner which it is now operated by such Company
      or
      Subsidiary.

     

    (c) To
      the
      Knowledge of Seller, there is no Law, that would require any material
      expenditure by any Company or any Subsidiary to modify or improve any of the
      Real Property to bring it into compliance therewith that would have a Material
      Adverse Effect.

     

    3.15 Leases.
      Schedule
      3.15
      contains
      a list of all material leases pursuant to which any of the Companies or any
      of
      the Subsidiaries leases from a Person other than a Company or a Subsidiary,
      as
      lessor or lessee, real or tangible personal property used in operating the
      Business or otherwise (the “Leases”),
      true
      and complete copies of which have previously been made available to the Buyer.
      All of the Leases are valid, binding and enforceable against the applicable
      Company or Subsidiary and, to the Knowledge of Seller, against the other parties
      thereto, in accordance to their respective terms, and there is not under any
      such Lease any existing default by the applicable Company or Subsidiary, or
      by
      any other party thereto, or any condition or event that, with notice or lapse
      of
      time or both, would constitute a default. None of the Companies nor any of
      the
      Subsidiaries has received notice that the lessor of any of the Leases intends
      to
      cancel, suspend or terminate such Lease or to exercise or not exercise any
      option thereunder. For purposes of inclusion on Schedule
      3.15,
      a Lease
      shall be deemed material if it is a lease for real property or if it requires
      the payment by, or to, a Company or its Subsidiaries of $25,000 or more during
      any twelve (12) month period for tangible personal property.

     

    
      
        
        

      

      
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    3.16 Material
      Contracts.
      

     

    (a) Schedule
      3.16
      contains
      a list of all material contracts, agreements and commitments (whether written
      or
      oral) to which any Company or any Subsidiary is, directly or indirectly, a
      party
      (in its own name or as a successor in interest), or by which it or any of its
      properties or assets is otherwise bound, in each case that is in effect on
      the
      Agreement Date (collectively, the “Contracts”),
      including the following: (i) all franchise, dealer, or other distribution
      agreements pursuant to which any of them sells or otherwise distributes its
      products or services; (ii) all supply contracts, construction contracts, or
      other such agreements or understandings pursuant to which any of them purchased
      in 2007, or expects to purchase in 2008, in excess of $50,000 in products or
      services; (iii) any agreement involving the licensing of Intellectual Property
      or the payment of royalties; (iv) any consulting agreement providing for total
      remaining payments by any of them in excess of $50,000, (v) an agreement that
      would restrict a Company’s or any Subsidiary’s ability to compete in any
      business in any location, (vi) agreements concerning a partnership or joint
      venture; (vii) any guaranty or undertaking to be liable for the debts of others;
      (viii) any letters of credit; (ix) any agreement relating to ownership of or
      investments in any Person (including investments in joint ventures and minority
      equity investments); (x) any agreement relating to business acquisitions or
      dispositions entered into since January 1, 2007, including any not yet
      consummated; (xi) any resale or collocation agreements with any communications
      carriers; (xii) contracts for the sales of any capital asset in excess of
      $50,000; (xiii) contract for capital expenditures in excess of $100,000, outside
      the Ordinary Course of Business; (xiv) any written warranties, guaranties or
      similar undertakings with respect to contractual performance extended by a
      Company or any Subsidiary other than in the Ordinary Course of Business; (xv)
      contracts terminable by any other party upon a change of control of a Company
      or
      any Subsidiary or upon failure of a Company or any Subsidiary to satisfy
      financial or performance criteria; (xvi) any employment agreement containing
      provisions of severance, otherwise limiting any Company or Subsidiary to
      terminate such agreement or the employment of the individual under such
      agreement, or providing rights or benefits to the employee in the event of
      a
      change of control of any Company or any Subsidiary or (xvii) powers of attorney
      that are currently in effect.

     

    (b) True
      and
      complete copies of the Contracts (or a true and compete narrative description
      of
      any oral Contract) previously have been made available to the Buyer. Except
      as
      set forth on Schedule
      3.16,
      none of
      the Companies, the Subsidiaries, nor, to the Knowledge of Seller, any other
      party to any of the Contracts (i) is in default under (nor does there exist
      any
      condition that, with notice or lapse of time or both, would cause such a default
      under) any of the Contracts, or (ii) has waived any right it may have under
      any
      of the Contracts. All of the Contracts constitute valid and binding obligations
      of a Company and/or its Subsidiaries, enforceable in accordance with their
      respective terms, and to the Knowledge of Seller, of the other parties thereto.
      For purposes of inclusion on Schedule
      3.16,
      a
      Contract shall be deemed material if it requires the payment by, or to, any
      Company or its Subsidiary of $50,000 or more during any twelve (12) month
      period.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    3.17 Directors
      and Officers.
      Schedule
      3.17
      contains
      a list, as of the Agreement Date, of the directors and officers of each Company
      and its Subsidiaries.

     

    3.18 Bank
      Accounts.
      Schedule
      3.18
      contains
      a list, as of the Agreement Date, of each bank or other financial institution
      in
      which a Company or any Subsidiary has an account, safe deposit box or lock
      box
      arrangement, the name of the Company or Subsidiary in whose name such account,
      box or arrangement is held, the identifying numbers or symbols of the account,
      box or arrangement, and the name of each person authorized to draw thereon
      or to
      have access thereto.

     

    3.19 Litigation.
      Except
      as set forth on Schedule
      3.19,
      there
      is no suit, action, claim, investigation or proceeding pending, or, to the
      Knowledge of Seller, threatened, against any of the Companies, any of the
      Subsidiaries, or the Business, nor is there any judgment, decree, injunction
      or
      order of any applicable Governmental Entity or arbitrator outstanding against
      a
      Company or any of its Subsidiaries, which would have a Material Adverse
      Effect.

     

    3.20 Labor
      Relations.
      Except
      as set forth on Schedule
      3.20:

     

    (a) None
      of
      the Companies nor any of the Subsidiaries is a party to any collective
      bargaining agreement; no collective bargaining agent has been certified as
      a
      representative of any of the employees of any of the Companies or any of the
      Subsidiaries; no representation campaign or election is now in progress with
      respect to any employee of a Company or its Subsidiaries; and there are no
      labor
      disputes, grievances, controversies, work stoppages, strikes or requests for
      union representation pending, or to the Knowledge of Seller, threatened,
      relating to or affecting the Business. 

     

    (b) There
      is
      no pending, or to the Knowledge of Seller, threatened action, complaint,
      arbitration, proceeding or investigation against the Companies or any of the
      Subsidiaries by or before any court, governmental agency, administrative agency,
      board, commission or arbitrator brought by or on behalf of any prospective,
      current or former employees of the Company or any of its Subsidiaries. To the
      Knowledge of Seller, none of the Companies nor any of their Subsidiaries is
      currently under review, audit, investigation, or prosecution by or subject
      to
      any order, consent decree, or conciliation agreement from any federal, state,
      or
      local governmental agency with respect to any employment or labor practices,
      including but not limited to the U.S. Department of Labor, the U.S. Department
      of Homeland Security, the U. S. Office of Federal Contract Compliance, the
      National Labor Relations Board, the U.S. Occupational Safety and Health
      Administration, or the state or local counterparts. None of the Companies or
      the
      Subsidiaries has received written notice of the commencement of any action
      asserting that any of the Companies or the Subsidiaries has engaged in any
      unfair labor practice. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (c) The
      Companies and each of the Subsidiaries have complied in good faith with all
      applicable federal, state, and local labor and employment Laws, including laws
      regulating wage and hour practices and Laws prohibiting discrimination in the
      terms and conditions of employment, except where such noncompliance would not
      reasonably be expected to have a Material Adverse Effect. For each employee
      hired within the last ten (10) years and employed in the United States, the
      employee has completed and the employing Company or Subsidiary has retained
      an
      Immigration and Naturalization Service Form I-9 in accordance with applicable
      rules and regulations. No employee is a non-permanent resident employee whose
      status would terminate or otherwise be affected by the business transaction
      consummated by this Agreement.

     

    (d) As
      of the
      Agreement Date, there are no workers’ compensation claims pending against the
      Companies or the Subsidiaries, nor is the Seller aware of any facts, that will
      or reasonably could give rise to such claims. No employee is on a leave of
      absence or is otherwise not actively at work for any reason. Schedule
      3.20(d)
      includes
      a complete list of all manager level or above employees and all employees of
      each Company or any of its Subsidiaries who receives annualized salary of at
      least Fifty Thousand Dollars ($50,000) as of the Agreement Date. No Company
      or
      Subsidiary has given notice of termination to or received notice of resignation
      from any such employee listed on Schedule
      3.20(d).
      No
      employee or former employee of any Company or any of its Subsidiaries has any
      employment, change in control, severance, or similar agreement with any Company
      or Subsidiary that would affect or be affected by the transactions contemplated
      under this Agreement. Each employee is employed “at will.” 

     

    (e) True
      and
      correct copies of all current employee handbooks, summary plan descriptions,
      policy manuals and/or written policies applicable to employees have been
      provided to the Buyer. Other than current salary or wages (including
      commissions, accrued vacation and sick-leave and non-discretionary bonuses),
      no
      amount is owing to any employee or former employee of any Company or its
      Subsidiaries.

     

    (f) To
      the
      Knowledge of Seller, no employee of any Company or Subsidiary is subject to
      a
      non-competition restriction limiting such employee’s ability to be employed by
      Buyer in the same capacity as such employee is currently employed by such
      Company or Subsidiary. 

     

    (g) Seller
      has not engaged in any workforce reduction or other action related to any
      employee or former employee of the Companies or the Subsidiaries that has
      resulted or could result in liability under the Worker Adjustment and Retraining
      Notification Act of 1988 or under any comparable law or regulation of a state
      or
      a foreign jurisdiction, and none of the Seller, the Companies nor the
      Subsidiaries has issued any notice that any such action is to occur in the
      future. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    3.21 ERISA. 

     

    (a) Schedule
      3.21
      lists
      all Benefit Plans of each Company and its Subsidiaries. With respect to each
      Benefit Plan, Seller has furnished or made available to Buyer a current,
      accurate and complete copy thereof and all amendments thereto and, to the extent
      applicable: (i) any related trust agreement or other funding instrument, (ii)
      the most recent determination letter of the Internal Revenue Service (the
“IRS”),
      (iii)
      any summary plan description and summaries of material modifications, (iv)
      if
      applicable, for the most recent year (A) the Form 5500 and attached schedules,
      and (B) actuarial valuation reports and (v) all material correspondence with
      the
      IRS or Department of Labor. Except
      as
      set forth on Schedule 3.21, there are no written employee benefit plans,
      agreements or arrangements maintained by any of the Companies or any of the
      Subsidiaries, including (i) “employee benefit plans” within the meaning of
      Section 3(3) of ERISA, (ii) current or deferred compensation, pension, profit
      sharing, vacation or severance plans or programs, or (iii) medical, hospital,
      accident, disability or death benefit plans (collectively, “Benefit
      Plans”).
      All
      Benefit Plans that are subject to ERISA have been administered in accordance,
      and are in compliance in all material respects with, the applicable provisions
      of ERISA, the Code, other applicable law and their respective terms. Each of
      the
      Benefit Plans that is intended to meet the requirements of Section 401(a) of
      the
      Code, has been determined by the IRS to meet such requirements in a favorable
      determination letter or opinion letter, and such determination or opinion letter
      has not been revoked or withdrawn. No Benefit Plan is subject to Title IV of
      ERISA or Section 412 of the Code. Each Company and its Subsidiaries has not
      engaged in any nonexempt “prohibited transactions,” as such term is defined in
      Section 4975 of the Code or Section 406 of ERISA, involving the Benefit Plans
      that would subject such Company or its Subsidiaries to any material amount
      of
      penalty or tax imposed under Section 502(i) of ERISA or Section 4975 of the
      Code. Each Company and its Subsidiaries have not engaged in any transaction
      described in Section 4069 of ERISA within the last five (5) years. 

     

    (b) Except
      as
      set forth on Schedule
      3.21
      or
      pursuant to the terms of the Benefit Plans, neither the execution and delivery
      hereof nor the consummation of the transactions contemplated hereby will (i)
      result in any payment (including severance, unemployment compensation or golden
      parachute) becoming due to any director, officer of other employee of any
      Company, or (ii) increase any benefit otherwise payable under any Benefit Plan
      or result in the acceleration of the time of payment or vesting of any such
      benefit, which would require such Company to make additional contributions
      to
      any Benefit Plan. Except
      as
      set forth on Schedule
      3.21,
      each
      Benefit Plan covers only employees who are employed by Seller or a Company
      or
Subsidiary.
      Neither Seller nor any Company or Subsidiary, nor any other corporation or
      organization controlled by in
      common
      control with the forgoing within the meaning of Section 4001 of ERISA has at
      any
      time contributed to any “multi-employer plan” as described in Section 413(c) of
      the Code. No employer
      securities, employer real property or other employer property is included in
      the
      assets of
      any
      Benefit Plan. Neither Seller, nor any Company or Subsidiary have any obligation
      to contribute to or any liabilities
      with respect to a “defined benefit plan” as defined in Section 3(35) of ERISA,
      or a pension
      plan subject to the funding standards of Section 302 of ERISA or Section 412
      of
      the Code.
      There are no pending, or threatened, claims, actions or proceedings of any
      kind
      with respect
      to any Benefit Plan, other than routine claims for benefits.

     

    (c) Except
      as
      set forth on Schedule
      3.21,
      all
      contributions required to be made by any Company or Subsidiary to any Benefit
      Plan in accordance with its terms or by Law or regulation and all premiums
      due
      and payable from any Company or Subsidiary with respect to a Benefit Plan have
      been timely made.

     

    (d) The
      Seller and each Company and its Subsidiaries do not have any liability in
      respect of post-termination or post-retirement health, life, medical or other
      welfare benefits to former or current employees thereof, except for benefits
      required under Code Section 4980B or any similar state or local
      law.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (e) Each
      Benefit Plan that is a “nonqualified deferred compensation plan” within the
      meaning of Section 409A(d)(1) of the Code subject to Section 409A of the Code
      has been operated in good faith, reasonable compliance with Section 409A of
      the
      Code since January 1, 2005 and no Company stock option subject to Code Section
      409A was granted at an exercise price less than the fair market value (within
      the meaning of Code Section 409A) of a share on the date of grant.

     

    (f) There
      is
      no action or audit by the Department of Labor, the Pension Benefit Guaranty
      Corporation, the IRS or any other Governmental Entity or by any plan participant
      or beneficiary pending, or to the Knowledge of Seller, threatened, relating
      to
      the Benefit Plans, any fiduciaries thereof with respect to their duties to
      the
      Benefit Plans or the assets of any of the trusts under any of the Benefit Plans
      (other
      than routine claims for benefits)
      nor are
      there facts or circumstances that exist that would reasonably be expected to
      give rise to any such actions.

     

    3.22 Taxes.
      Except
      as set forth on Schedule
      3.22,
      each of
      the Companies,
      any
      Subsidiary, and any affiliated, combined or unitary group of which any Company
      is or was a member, as the case may be (each, a “Tax
      Affiliate”
and,
      collectively, the “Tax
      Affiliates”),
      has
      duly and
      timely filed all Tax Returns, including extensions, required to be filed by
      it
      in respect of any Taxes. All of such Tax Returns are true, complete and accurate
      in all material respects. The Companies and the Tax Affiliates have duly and
      timely paid all Taxes and other governmental charges, and all interest and
      penalties with respect thereto, whether or not shown on said Tax Returns
      (whether by way of withholding or otherwise) to any federal, state, local or
      other taxing authority (except to the extent the same are being contested in
      good faith and adequate reserves therefor have been provided in the Financial
      Statements).
      No
      deficiency for any Taxes has been proposed, asserted or assessed against the
      Companies or Tax Affiliates that has not been resolved and paid in full (except
      to the extent the same is
      being
      disputed in good faith by the
      relevant Company or Tax Affiliate). No waiver, extension or comparable consent
      given by any Company or Tax Affiliate regarding the application of the statute
      of limitations with respect to any Taxes or Tax Returns is outstanding, nor
      is
      any request for any such waiver or consent pending. Since March 6, 2000 in
      the
      case of War Holdings and its Subsidiary, June 15, 2000 in the case of Pine
      Tree
      Holdings and its Subsidiaries and February 18, 2001 in the case of Granby
      Holding and its Subsidiary, none of the Companies or Subsidiaries has been
      a
      member of an affiliated group filing a consolidated federal income Tax Return
      other than a group the common parent of which is one of the
      Companies
      or the
      Seller. No Company or Subsidiary
      (i)
      is a
      party to, or bound by, or otherwise in any way obligated under, any Tax sharing
      or similar agreement;
      or (ii)
      has any liability for the Taxes of any Person other than a group of which any
      Company is the common parent and one or more Subsidiaries is a member, under
      Section 1.1502-6 of the United States Treasury Regulations (or any similar
      provision of state or local Law), as a transferee or successor, by contract,
      or
      otherwise.
      No
      Company or Subsidiary has consented to have the provisions of Section 341(f)(2)
      of the Code (or comparable state law provisions) apply to it.
      There
      are no Liens for Taxes upon any assets of the Companies or the Subsidiaries,
      except Liens for Taxes not yet due. No
      Company
      or Subsidiary has agreed or been requested to make any adjustment under Section
      481
      of the
      Code by reason of a change in accounting method or otherwise.
      No
      Company or Subsidiary is a party to any Contract that would result, separately
      or in the aggregate, in the payment of any “excess parachute payments” within
      the meaning of Section 280G of the Code. No claim has been made by a taxing
      authority in a jurisdiction where the Companies or the Subsidiaries do not
      file
      Tax Returns that they, individually or collectively, are or may be subject
      to
      taxation by that jurisdiction.
      None of
      the Companies nor any of the Subsidiaries has participated in any reportable
      or
      listed transaction as defined under Code Section 6011.

     

    
      
        
        

      

      
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    3.23 Compliance
      with Applicable Laws.
      To the
      Knowledge of Seller, each Company and its Subsidiaries hold all material
      permits, licenses, variances, exemptions, orders and approvals of all
      Governmental Entities necessary to own, lease or operate all of the assets
      and
      properties of such Company and its Subsidiaries, as appropriate, and to carry
      on
      the Business as presently conducted other than the Regulatory Permits covered
      under Section 3.13 hereof (the “Permits”).
      Subject to Section 3.13 hereof, each Company and its Subsidiaries are in
      material compliance with (i) all Laws applicable to the Business including
      those
      of the Occupational Safety and Health Administration, Equal Employment
      Opportunity Commission, and National Labor Relations Board, and (ii) the terms
      of the Permits. Except as set forth on Schedule
      3.23,
      to the
      Knowledge of Seller, none of the Permits will be adversely impacted or affected
      by or as a result of the transactions contemplated by this Agreement.
      The
      Seller has previously provided the Buyer with true and complete copies of a
      Permits that are necessary for each Company and its Subsidiaries to operate
      their respective Businesses as they are currently being operated. The Permits
      are listed on Schedule
      3.23.
      Since
      December 31, 2007, no Company or Subsidiary has received any written, or to
      the
      Knowledge of Seller, oral notice from and Person or entity alleging
      noncompliance with any applicable Law or the terms of any Permit. None of the
      Permits will lapse, terminate, expire or in any way be adversely impacted or
      affected by or as a result of the performance of this Agreement or the
      consummation of the transactions contemplated thereby.

     

    3.24 Environmental
      Matters.
      

     

    (a) Each
      Company and Subsidiary is, and since the date each such entity was acquired
      directly or indirectly by the Seller has been, in compliance in all material
      respects with Environmental Laws. To the Knowledge of Seller, there has been
      no
      exposure of any person or property to any Hazardous Substance in a manner which
      has caused or would reasonably be expected to subject any Company or Subsidiary
      to any material liability under applicable Environmental Laws.

     

    (b) To
      the
      Knowledge of Seller, no Hazardous Substances in quantities or concentrations
      which would require notification, investigation, remediation or monitoring
      under
      applicable Environmental Laws, have been Released or are present on, in, under
      or migrating from any Real Property, or, were present on any other real property
      at the time it ceased to be owned, operated, occupied, controlled or leased
      by
      any Company or Subsidiary. No Company or Subsidiary has generated, treated,
      stored, Released or disposed of any Hazardous Substance at, on, under, to or
      from any of the Real Property except in compliance with Environmental Laws
      or in
      a manner that would not reasonably be expected to subject any Company or
      Subsidiary to material liability under applicable Environmental
      Laws.

     

    
      
        
        

      

      
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    (c) No
      Company or Subsidiary is a party to any litigation or administrative proceeding
      nor, to the Knowledge of Seller, is any litigation or administrative proceeding
      threatened against them, that, in either case, asserts or alleges that a Company
      or Subsidiary (i) violated Environmental
      Laws,
      (ii) is
      required to clean up, remove or take remedial or other responsive action due
      to
      the disposal, deposit, discharge, leak or other Release
      of any
      Hazardous Substance, or (iii) is required to pay all or a portion of the cost
      of
      any past, present or future cleanup, removal or remedial or other action that
      arises out of or is related to the disposal, deposit, discharge, leak or other
      Release
      of any
      Hazardous Substance.

     

    (d) Each
      Company and Subsidiary is in compliance in all material respects with all
      covenants and conditions of any environmental permits issued to such Company
      or
      Subsidiary. To the Knowledge of Seller, no circumstances exist which would
      reasonably be expected to cause any environmental permit issued to any Company
      or Subsidiary to be revoked, modified, or rendered non-renewable upon payment
      of
      the permit fee. All environmental permits and all other consents and
      clearances
      required
      pursuant to any applicable Environmental Laws,
      or
      any agreement to which any Company or Subsidiary is bound as a condition to
      the
      performance and enforcement of any such permit,
      have
      been obtained or will be obtained prior to the Closing, except where such
      failure would not reasonably be expected to have a Material Adverse Effect.
      All
      such
      environmental permits are listed on Schedule
      3.24.

     

    (e) Except
      as
      set forth on Schedule
      3.24,
      to
      the
      Knowledge of Seller, there are no underground storage tanks,
      friable
      asbestos, urea formaldehyde,
      polychlorinated biphenyl-containing materials
      or other
      facilities or structures on, in,
      under
      or at any Real Property containing materials that, if known to be present in
      soil or ground water, would require cleanup, removal or other remedial action
      by
      any Company or Subsidiary under any Environmental Laws. 

     

    (f) Except
      as
      set forth on Schedule
      3.24,
      no
      Company or Subsidiary is subject to any judgment, order or
      citation
      related to or arising out of any Environmental Laws
      or has
      been named or listed as a potentially responsible party by any Governmental
      Entity in a matter related to or arising out of any Environmental Laws.
      To the
      Knowledge of Seller, there is no fact or circumstance which could result in
      any
      environmental liability to the Company or any Subsidiary which
      could
      reasonably be expected to result in a Material Adverse Effect. 

     

    (g) To
      the
      Knowledge of Seller, no Company or Subsidiary has sent any Hazardous Substances
      to a site that, pursuant to any applicable Environmental Law (i) has been placed
      or proposed for placement on the National Priorities List or any similar state
      list, or (ii) is subject to or the source of an order, demand or request from
      a
      Government Entity to take “response,” “corrective,” “removal,” or “remedial”
action, as defined in any applicable Environmental Law, or to pay for the costs
      of any such action at any location.

     

    (h) Seller
      has delivered or made available for inspection all records in the possession
      of
      each Company and Subsidiary concerning any Hazardous Substances or compliance
      with Environmental Laws relating to the business, including but not limited
      to
      all environmental audits, environmental assessments, and environmental
      investigations of any Real Property.  

     

    
      
        
        

      

      
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    3.25 Interest
      in Customers, Suppliers and Competitors.
      Except
      as set forth on Schedule
      3.25,
      no
      officer or director of any Company or its Subsidiaries, the Seller and, to
      the
      Knowledge of Seller, no spouse, parent, sibling or lineal descendent of any
      of
      the foregoing, has any direct or indirect material interest in any material
      customer, supplier or competitor of any of the Companies or any of the
      Subsidiaries, or in any Person from whom or to whom any of the Companies or
      any
      of the Subsidiaries lease any real or personal property, or in any other Person
      with whom any of the Companies or any of the Subsidiaries are doing business,
      directly or indirectly (including as a debtor or creditor), whether in existence
      as of the Closing Date or proposed, other than the ownership of stock of
      publicly traded corporations and other entities.

     

    3.26 Insurance.
      Each
      Company or one of its Subsidiaries currently maintains, in full force and
      effect, all insurance policies that are required or customarily maintained
      for
      the conduct of the Business or the ownership of such Company and its
      Subsidiaries’ property (both real and personal), including, without limitation,
      workers compensation, and property and casualty insurance (the “Insurance
      Policies”).
      The
      Insurance Policies are listed on Schedule
      3.26
      and true
      and complete copies of all Insurance Policies previously have been made
      available to the Buyer. Each Company or its Subsidiaries has paid all premiums
      due thereunder and, to the Knowledge of Seller, (i) are not in default regarding
      any material provision of any Insurance Policy, and (ii) have not failed to
      present any notice or material claim thereunder in a due and timely
      fashion.

     

    3.27 Bankruptcy.
      None of
      the Companies nor any of the Subsidiaries have filed a petition or request
      for
      reorganization or protection or relief under the bankruptcy laws of the United
      States or any state or territory thereof, made any general assignment for the
      benefit of creditors, or consented to the appointment of a receiver or trustee,
      including a custodian under the United States bankruptcy laws, whether such
      receiver or trustee was appointed in a voluntary or involuntary
      proceeding.

     

    3.28 Brokers’
      Fees.
      Other
      than Miller Buckfire & Co., LLC, none of the Seller, the Companies nor any
      of the Subsidiaries has any liability or obligation to pay any fees or
      commissions to any broker, finder or agent with respect to the transactions
      contemplated by this Agreement.

     

    3.29 Absence
      of Other Warranties.
      Except
      as and to the extent expressly set forth in this Article III, the Seller does
      not make any representation or warranty whatsoever, and the Seller expressly
      disclaims any liability and responsibility for any statement or information
      not
      contained in this Agreement, any certificates delivered by or on behalf of
      Seller pursuant to Article VII, or any other document contemplated hereby made
      or communicated, by oversight or otherwise (orally or in writing), to the Buyer
      (including, without limitation, any opinion, information, projection, statement
      or advice provided by any employee, officer, director, agent, stockholder or
      other representative of any of the Companies or any of the Subsidiaries in
      connection with the transactions contemplated hereby). Without limiting the
      foregoing, the Buyer acknowledges that any estimates of future profitability
      of
      the Business based upon any financial statements, business plans, projections
      or
      other financial information provided to the Buyer by or on behalf of the Seller
      are inherently uncertain and subject to a variety of variables which are
      difficult or impossible to predict.

     

    
      
        
        

      

      
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    3.30 Related
      Party Transactions.
      Except
      as set forth in Schedule
      3.30,
      no
      officer or director of a Company or any Subsidiary is a party to any transaction
      or contract (other than for at-will employment) with a Company or any
      Subsidiary.

     

    3.31 Customers. Schedule
      3.31
      lists
      the ten (10) largest customers of the Companies and the Subsidiaries on a
      consolidated basis for the fiscal year ended December 31, 2007 and sets forth
      opposite the name of each such customer the approximate aggregate amount of
      net
      sales by the Companies and the Subsidiaries attributable to such customer for
      such period. No customer listed on Schedule
      3.31
      has
      given the Seller, any Company or any Subsidiary written or, to the Knowledge
      of
      Seller, oral notice that it will stop or materially decrease the rate of
      business done with such Company or Subsidiary.

     

    3.32 Suppliers. Schedule
      3.32
      lists
      the ten (10) largest suppliers of the Companies and the Subsidiaries on a
      consolidated basis for the fiscal year ended December 31, 2007 and sets forth
      opposite the name of each such supplier the approximate aggregate amount of
      purchases by the Companies and the Subsidiaries attributable to such supplier
      for such period. Except as set forth on Schedule
      3.32,
      no
      supplier listed on Schedule
      3.32
      is a
      sole source of supply for any Company. No supplier listed on Schedule
      3.32
      has
      given the Seller, any Company or any Subsidiary written or, to the Knowledge
      of
      Seller, oral notice that it will stop or materially decrease the rate of
      business done with such Company or Subsidiary.

     

    3.33 Availability
      of Documents.
      The
      Company has delivered or made available to Buyer correct and complete copies
      of
      the items referred to in the Disclosure Schedule or in this Agreement (and
      in
      the case of any items not in written form, a written description
      thereof).

     

    3.34 Indebtedness.
      Schedule
      3.34
      sets
      forth a listing of all indebtedness for borrowed money of each Company and
      its
      Subsidiaries on a consolidated basis as of a recent date. 

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

    OF
      BUYER

     

    The
      Buyer
      represents and warrants to the Seller that the statements contained in this
      Article IV are correct and complete as of the Agreement Date and will be correct
      and complete as of the Closing Date.

     

    4.1 Organization,
      Qualification, and Corporate Power.
      The
      Buyer is a corporation duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware. 

     

    4.2 Authorization
      of Transaction.
      The
      execution, delivery and performance of this Agreement by the Buyer has been
      duly
      authorized and approved by the Buyer’s board of directors. The Buyer has full
      power and authority (including full corporate power and authority) to execute
      and deliver this Agreement and to perform its obligations hereunder. Assuming
      due execution and delivery by the Seller, this Agreement constitutes the valid
      and legally binding obligation of the Buyer, enforceable in accordance with
      its
      terms and conditions.

     

    
      
        
        

      

      
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    4.3 Noncontravention.
      To the
      Knowledge of Buyer, neither the execution and the delivery of this Agreement
      nor
      the consummation of the transactions contemplated hereby, will (i) violate
      any
      Law to which the Buyer is subject, or (ii) conflict with, result in a breach
      of,
      constitute a default under, result in the acceleration of, create in any party
      the right to accelerate, terminate, modify or cancel, or require any notice
      or
      consent under any agreement, contract, lease, license, instrument or other
      arraignment to which either the Buyer is a party or by which it is or will
      be
      bound or to which any of its assets are or will be subject (or result in the
      imposition of any Lien upon any of its assets), except where the violation,
      conflict, breach, default, acceleration, termination, modification,
      cancellation, failure to give notice or Lien would not have a Material Adverse
      Effect. Neither the execution and delivery of this Agreement, nor the
      consummation of the transactions contemplated hereby, will violate any provision
      of the charter or bylaws of the Buyer. To the Knowledge of Buyer, and other
      than
      in connection with (i) the provisions of the HSR Act, the Securities Act, the
      Securities Exchange Act and the applicable state securities law, (ii) the
      necessary notices to and consents and approvals, if any, of the FCC, and (iii)
      the necessary notices to and consents and approvals, if any, of state public
      utility commissions or similar state regulatory bodies pursuant to applicable
      state laws regulating the telephone, or other telecommunications business,
      the
      Buyer is not required to give any notice to, file with or obtain authorization,
      consent or approval of any Governmental Entity in order for the Buyer to perform
      its obligations under this Agreement, except where the failure to give such
      noticed to file or to obtain such authorization, consent or approval would
      not
      have a Material Adverse Effect.

     

    4.4 Investment.
      The
      Shares are being acquired by the Buyer in a private transaction for its own
      account and not with a view to, or for offer or resale in connection with,
      any
      distribution within the meaning of Section 2(11) of the Securities Act. The
      Buyer hereby acknowledges that the Shares are unregistered and must be held
      indefinitely unless they are subsequently registered under the Securities Act
      or
      an exemption from such registration is available. The Buyer acknowledges and
      agrees that it will not make any disposition of the Shares which will or may
      involve any of the Companies or the Seller in a violation of the Securities
      Act,
      the Securities Exchange Act or of any state securities laws.

     

    4.5 Brokers’
      Fee.
      The
      Buyer has no liability or obligation to pay any fees or commissions to any
      broker, finder or agent with respect to the transaction contemplated by this
      Agreement for which the Seller or any of the Companies or Subsidiaries could
      become liable or obligated.

     

    4.6 Financing.
      The
      Buyer possesses, and has furnished to the Seller, true and complete copies
      of
      binding written commitments from financially responsible providers (the
“Financing
      Commitments”)
      the
      proceeds of which will be sufficient to permit the Buyer to consummate the
      transactions contemplated by this Agreement. To
      the
      Knowledge of Buyer there are no facts or circumstances that would create a
      reasonable basis for the Seller to believe the lenders would not be required
      or
      able to fund the transactions contemplated by this Agreement in accordance
      with
      the terms hereof.

     

    4.7 Evaluation
      of Business.
      The
      Buyer
      acknowledges that Seller makes or has made only the representations and
      warranties expressly set forth in Article III and any certificates delivered
      by
      or on behalf of Seller pursuant to Article VII. In particular, and without
      limiting the generality of the foregoing, the Buyer acknowledges that no
      representation or warranty is made with respect to any financial projections
      or
      in any management presentations and accompanying materials. 

     

    
      
        
        

      

      
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    4.8 Regulatory
      Approvals.
      To
      the
      Knowledge of Buyer, (i) the Buyer is fully qualified under the Communications
      Laws to be a transferee to the Communications Licenses, (ii) there is no fact
      or
      circumstance in relation to the Buyer or in relation to the combination of
      the
      assets of the Buyer and the Companies that could reasonably be expected to
      result in the denial of the transfer of control to the Buyer of the
      Communications Licenses by the FCC or the State PUCs (iii) applications for
      FCC
      consent to the transfer of control to the Buyer of the Communications Licenses
      issued by the FCC should qualify for streamlined processing under Sections
      63.03
      and 63.12 of the rules of the FCC and (iv) no foreign entity holds a ten percent
      (10%) or greater equity or voting interest in the Buyer, and the Buyer is not
      controlled by a foreign entity or entities such that the FCC approval process
      could reasonably be expected to include review by the Executive Branch agencies
      with national security responsibilities (known as “Team Telecom”).

     

    ARTICLE
      V

    DISCLOSURE
      SCHEDULE

     

    Notwithstanding
      anything in this Agreement to the contrary, the mere inclusion of an item in
      the
      Disclosure Schedule as an exception to a representation or warranty shall not
      be
      deemed an admission by the Seller that such item represents a material exception
      or material fact, event or circumstance or that such item has had or could
      be
      reasonably expected to have a Material Adverse Effect.
      The
      Disclosure Schedule shall be arranged in sections corresponding to the numbered
      and lettered sections and subsections contained in Article III, and the
      disclosures in any section or subsection of the Disclosure Schedule shall
      qualify other sections and subsections in Article III to the extent it is
      readily apparent from a reading of the disclosure that such disclosure is
      applicable to such other sections and subsections.

     

    ARTICLE
      VI

    COVENANTS;
      ADDITIONAL AGREEMENTS

     

    6.1 General.
      Each of
      the Parties will use its reasonable best efforts to take all action and to
      do
      all things necessary in order to consummate and make effective the transactions
      contemplated by this Agreement (including satisfaction, but not waiver, of
      the
      closing conditions set forth in Article VII).

     

    6.2 Notices
      and Consents.
      The
      Seller will cause each of the Companies and each of the Subsidiaries to give
      any
      notices to third parties, and will use their reasonable best efforts to cause
      each of the Companies and each of the Subsidiaries to obtain any third party
      consents that the Buyer reasonably may request in connection with the matters
      referred to in Section 3.4. The Buyer will give any notices to third parties,
      and will use its reasonable best efforts to obtain any third party consents,
      that the Seller reasonably may request in connection with the matters referred
      to in Section 4.3. 

     

    
      
        
        

      

      
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    6.3 Regulatory
      Matters and Approvals.
      Each of
      the Parties will (and the Seller will cause each of the Companies and each
      of
      the Subsidiaries to) give any notices to, make any filings with, and use its
      reasonable best efforts to obtain any authorizations, consents and approvals
      of
      Governmental Entities in connection with the matters referred to in Section
      3.4
      and Section 4.3. Without limiting the generality of the foregoing:

     

    (a) Hart-Scott-Rodino
      Act.
      In
      furtherance of and not in limitation of the provisions of the Sections 6.1,
      6.2
      and 6.3(b), each of the Seller and the Buyer shall, as promptly as practicable,
      but in no event later than fifteen (15) Business Days following the execution
      and delivery of this Agreement, file, or cause to be filed with the United
      States Federal Trade Commission and the United States Department of Justice
      the
      notification and report form, if applicable, required for the transactions
      contemplated hereby and any supplemental information requested in connection
      therewith pursuant to the HSR Act. Any such notification and report form and
      supplemental information shall be in substantial compliance with the
      requirements of the HSR Act. The
      Buyer
      and the Seller shall each pay one-half of the filing fee required by the HSR
      Act.

     

    (b) State
      PUCs, FCC and Other State Public Utility Commissions.
      Within
      fifteen (15) days after the Agreement Date, the Parties will file such
      individual or joint applications which may be required, with the applicable
      State PUCs, the FCC and other state public utility commissions or similar state
      regulatory bodies to reflect the change of control of various operating
      certificates, permits or other licenses held by any of the Companies or any
      of
      the Subsidiaries. The Parties will respond as promptly as practicable to any
      additional requests for information received from the FCC, any State PUC or
      other Governmental Entity, and use commercially reasonable efforts to cure
      not
      later than the Closing Date any violation or defaults under any Communications
      Law. The Parties shall also file any post-transaction notices as may be required
      by such Governmental Entities within the time periods prescribed by Law. The
      Buyer and the Seller shall each pay one-half of the filing fees for such
      applications. 

     

    6.4 Operation
      of Business.
      Prior
      to the Closing, the Seller will not cause or permit any of the Companies or
      any
      of the Subsidiaries to engage in any practice, take any action or enter into
      any
      transaction outside the Ordinary Course of Business except as may be required
      in
      order to comply with this Agreement. Without limiting the generality of the
      foregoing, except as set forth on Schedule
      6.4,
      prior
      to the Closing none of the Companies nor any of the Subsidiaries will, without
      the prior written consent of the Buyer: 

     

    (a) authorize
      or effect any change in its certificate of incorporation (or articles of
      incorporation, as the case may be) or bylaws (or operating agreement, as the
      case may be) in any manner that is adverse to the Buyer;

     

    (b) (i)
      split, combine, reclassify or take similar action with respect to any of its
      capital shares or issue or authorize or propose the issuance of any other
      securities in respect of, in lieu of or in substitution for its capital shares,
      (ii) adopt a plan of complete or partial liquidation or resolutions providing
      for or authorizing such liquidation or a dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization or (iii) directly or
      indirectly redeem, repurchase or otherwise acquire any capital
      shares;

     

    
      
        
        

      

      
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    (c) grant
      any
      options, warrants or other rights to purchase or obtain any of its capital
      stock
      (or partnership or membership interests, as the case may be) or issue, transfer,
      pledge, encumber, sell or otherwise dispose of or authorize or propose the
      issuance, sale, transfer, pledge, encumbrance or other disposal of any of its
      capital stock (or partnership or membership interests, as the case may
      be);

     

    (d) sell,
      lease, sell and leaseback, pledge, grant any security interest in or otherwise
      dispose of or encumber any of its assets or properties or any interests therein,
      other than sales of inventory or dispositions of replaced or obsolete inventory
      each in the Ordinary Course of Business consistent with past practice or enter
      into, modify or amend any lease, except for any renewals of existing leases
      in
      the Ordinary Course of Business;

     

    (e) issue
      any
      note, bond or other debt security or create, incur, assume or guarantee any
      indebtedness for borrowed money or capitalized lease obligation or
      guarantee any debt securities of another person, enter into any “keep well” or
      other Contract to maintain the financial statement condition of another person
      or enter into any arrangement having the economic effect of any of the forgoing
      outside
      the Ordinary Course of Business, except as issued, created, incurred, assumed
      or
      guaranteed (i) in a transaction provided for in such Company’s 2008 operating or
      capital budget, or (ii) with respect to intercompany loans or transfers among
      the Companies and the Subsidiaries;

     

    (f) acquire
      or agree to acquire (by merging or consolidating with, or by purchasing a
      substantial equity interest in or a substantial portion of the assets of, or
      by
      any other manner) (i) any business or any corporation, partnership, association
      or other business organization or division thereof, or (ii) any assets other
      than inventory, equipment and supplies to be purchased, sold or used in the
      Ordinary Course of Business consistent with past practice;

     

    (g) make
      any
      capital investment in, make any loan to or acquire the securities or assets
      of
      any other Person, except with respect to intercompany loans or transfers among
      the Companies and the Subsidiaries;

     

    (h) make
      any
      new capital expenditure which individually or in the aggregate is in excess
      of
      $250,000, other than pursuant to its budgeted capital expenditures for 2008.
      

     

    (i) except
      to
      the extent required by applicable Law or Order, make or change any election,
      change an annual accounting period, file any amended Tax Return, enter into
      any
      closing agreement, settle or compromise any Tax claim or assessment relating
      to
      any Company or Subsidiary, or take any other similar action, or omit to take
      any
      action relating to the filing of any Tax Return or the payment of any Tax with
      respect to any Company or Subsidiary, or consent to any extension or waiver
      of
      the limitation period applicable to any Tax claim or assessment relating to
      the
      Companies and the Subsidiaries;

     

    (j) sell,
      transfer or license to any person or otherwise extend, amend or modify any
      rights to the Intellectual Property of the Companies and the
      Subsidiaries;

     

    (k) make
      any
      change in the terms of any employment agreement, or Benefit Plan applicable
      to
      any of its directors, officers or employees or engage in any new agreement
      or
      transaction with any director, officer or employee, or change the terms of
      employment, compensation or benefits of any director, officer or employee,
      in
      each case other than in the Ordinary Course of Business; 

     

    
      
        
        

      

      
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    (l) settle
      or
      compromise any litigation or other claim or proceeding (whether or not commenced
      prior to the date of this Agreement) other than settlements involving payments
      that are not in excess of $50,000 in the aggregate over amounts fully
      recoverable in insurance; 

     

    (m) enter
      into any Contract containing any restriction on the ability of the Companies
      and
      the Subsidiaries to enter in to the transaction contemplated by this Agreement,
      unless such restriction expressly excludes the consummation of the transactions
      contemplated by this Agreement; or

     

    (n) commit
      to
      any of the foregoing.

     

    6.5 Access.
      Until
      the Closing, the Seller will cause each of the Companies and the Subsidiaries
      to
      permit representatives of the Buyer to have reasonable access, at all reasonable
      times, upon reasonable advance notice, and in a manner so as not to interfere
      with the normal business operations of the Companies and the Subsidiaries,
      to
      all premises, properties, personnel, books, records (including Tax records),
      contracts and documents of or pertaining to the Companies and the Subsidiaries.
      Until the Closing, the Buyer shall continue to be bound by the terms of the
      Confidentiality Agreement. 

     

    6.6 Notice
      of Developments.
      From
      the date of this Agreement until the earlier of the Closing or the date this
      Agreement is properly terminated in accordance with Article VIII, each Party
      shall promptly notify the other in writing of (i) any Material Adverse Effect
      ,
      and (ii), any representation or warranty made by such Party contained in this
      Agreement becoming untrue or inaccurate in any material respect. Notwithstanding
      anything in this Agreement to the contrary, no such notification shall affect
      the representations, warranties or covenants of the Parties or the conditions
      to
      their obligations hereunder, nor shall it limit or otherwise affect the remedies
      available hereunder.

     

    6.7 Exclusivity.
      Until
      the Closing, the Seller will not (and will not cause or permit any of the
      Companies, any of the Subsidiaries or any of the respective agents, affiliates
      or representatives to) initiate the submission of any proposal or offer from
      any
      Person relating to the acquisition of all or substantially all of the capital
      stock or assets of any of the Companies or any of the Subsidiaries (including
      any acquisition structured as a merger, consolidation or share
      exchange).

     

    6.8 Director
      and Officer Insurance.
      On and
      after the Closing Date, the Buyer shall provide each individual serving as
      a
      director or officer of one or more Companies and/or Subsidiaries at any time
      prior to the Closing Date with liability insurance for a period of sixty (60)
      months after the Closing Date no less favorable in coverage and amount than
      any
      comparable insurance the Companies or the Subsidiaries maintained, or from
      which
      such Company or Subsidiary benefited, in effect immediately prior to the Closing
      Date with
      respect to acts or omissions occurring prior to the Closing Date which were
      committed by such officers and directors in their capacity as such; provided
      however that (i) the Buyer shall not be obligated to make annual premium
      payments for such insurance to the extent such premiums exceed 150% of the
      annual premiums paid as of the Agreement Date for such insurance (the
“Current
      Premium”)
      and
      (ii) such policies may in the sole discretion of the Buyer be one or more tail
      policies for all or a portion of such sixty (60) month period. If such premium
      for such insurance required to be maintained pursuant to this Section 6.8 would
      at any time exceed 150% of the Current Premium, then the Buyer shall cause
      to be
      maintained policies of insurance which, in the Buyer’s good faith determination,
      provide the maximum dollar loss coverage available at an annual premium equal
      to
      150% of the Current Premium.

     

    
      
        
        

      

      
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    6.9 Tax
      Matters.
      

     

    (a) Liability
      for Tax Matters.
      Subject
      and pursuant to Article IX, the Seller shall be liable for and pay all Taxes
      of
      the Companies and the Subsidiaries for any Tax period or portion thereof ending
      on or before the Closing Date (whether assessed or unassessed) and shall
      indemnify and hold harmless the Buyer (and, following the Closing, the Companies
      and the Subsidiaries), from and against all Taxes of the Companies,
      the
      Subsidiaries
      and/or
any
      affiliated, combined or unitary group of which any Company or Subsidiary is
      or
      was a member for any Tax period or portion thereof ending on or before the
      Closing Date (whether
      assessed or unassessed).
      The
      Seller shall be entitled to any refund actually received by (or actually
      credited against the Tax liabilities of) the Buyer, any Company or any
      Subsidiary which is attributable to Taxes paid by the Companies or any
      Subsidiary for the period prior to and including the Closing Date; provided,
      however, that the Seller shall not be entitled to any such refund (or credit)
      to
      the extent that such refund (or credit) arises from or is attributable to a
      Tax
      attribute, Tax credit or Tax net operating loss of the Buyer for any taxable
      period; provided further that if any such refund (or credit), or portion
      thereof, is attributable to the carryback or utilization of a Tax net operating
      loss, Tax credit or any other Tax attribute of any Company or a Subsidiary
      existing on the Closing Date, the Seller shall be entitled only to such portion
      of the refund (or credit) that is attributable to Taxes paid by any Company
      or
      Subsidiary on or prior to the Closing Date. The Buyer shall be entitled to
      any
      refund or credit in respect of any Taxes applicable to the business, assets,
      or
      results of operations of the Companies and Subsidiaries in each case
      attributable to all periods of time following the Closing Date.

     

    (b) For
      purposes of this Section 6.9, in the case of any Taxes that are imposed on
      a
      periodic basis and are payable for a taxable period that includes (but does
      not
      end on) the Closing Date, the portion of such Tax attributable to periods of
      time up to and including the Closing Date shall (i) in the case of any Taxes
      other than Taxes based upon or related to income or receipts, be deemed to
      be
      the amount of such Tax for the entire taxable period multiplied by a fraction
      the numerator of which is the number of days in the taxable period ending on
      the
      Closing Date and the denominator of which is the number of days in the entire
      taxable period, and (ii) in the case of any Tax based upon or related to income
      or receipts, be deemed equal to the amount which would be payable if the
      relevant Taxable period ended on the Closing Date. 

     

    (c) Consistent
      Tax Reporting.
      The
      Buyer shall file a consolidated federal income Tax Return that includes the
      Companies and the Subsidiaries for the taxable period of the Companies starting
      with the day following the Closing Date. Accordingly, the taxable year of each
      of the Companies and the Subsidiaries will close for federal income Tax purposes
      at the end of the day on the Closing Date. No election under Section 338 of
      the
      Code (relating to stock purchases treated as asset acquisitions) or under Reg.
      Sec.1.1502-76(b)(2)(ii) (relating to ratable allocation elections) shall be
      made. The Companies and the Subsidiaries shall not engage in any transactions
      on
      or prior to the Closing Date outside the ordinary course of business other
      than
      the transactions contemplated by this Agreement. The Seller, the Companies,
      the
      Subsidiaries, and the Buyer shall (i) treat and report the transactions
      contemplated by this Agreement in all respects consistently with the provisions
      of this Agreement for purposes of any federal, state, local or foreign Tax
      and
      (ii) not take any actions or positions inconsistent with the obligations of
      the
      parties set forth herein. 

     

    
      
        
        

      

      
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    (d) Tax
      Returns for Tax Periods Ending on or Before the Closing Date.
      The
      Seller shall prepare or cause to be prepared and file or cause to be filed
      all
      Tax Returns of the Companies and Subsidiaries for taxable periods ending on
      or
      before the Closing Date that have not been filed prior to the Closing Date.
      The
      Seller shall permit the Buyer to review and comment on each such Tax Return
      described in the prior sentence at least ten (10) days prior to filing and
      shall
      make such revisions to such Tax Returns as are reasonably requested by the
      Buyer. None of the Companies or any Subsidiary shall amend any Tax Return for
      any Tax Period ending on or before the Closing Date without the written consent
      of Seller, which shall not be unreasonably withheld or delayed. All Tax Returns
      prepared by or for the Seller pursuant to this Section 6.9 shall be prepared
      in
      a manner consistent with the past practice of the applicable Company or
      Subsidiary, except as otherwise reasonably necessary to comply with
      Law.

     

    (e) Tax
      Returns for Tax Periods that Include but do not End on the Closing
      Date.
      The
      Buyer shall prepare or cause to be prepared and file or cause to be filed in
      a
      timely manner all Tax Returns of the Companies and Subsidiaries for taxable
      periods that include but do not end on the Closing Date. The Company shall
      permit the Seller to review and comment on each such Tax Return described in
      the
      prior sentence at least ten (10) days prior to filing and shall make such
      revisions to such Tax Returns as are reasonably requested by the Seller. None
      of
      the Companies or any Subsidiary shall amend any Tax Return for any such Tax
      Period without the written consent of the Seller, which shall not be
      unreasonably withheld. All Tax Returns to be prepared by or for a Company
      pursuant to this Section 6.9 shall be prepared in a manner consistent with
      the
      past practice of the applicable Company or Subsidiary, except as otherwise
      reasonably necessary to comply with Law. 

     

    (f) Reimbursement;
      Notice.
      Each
      Party shall promptly pay the other for any Taxes for which such Party is liable
      under this Section 6.9, but in no event later than five days prior to the due
      date of the payment of such Taxes. The Parties agree to negotiate in good faith
      to resolve any disputes regarding the payment of any Taxes pursuant to this
      Section 6.9. Within a reasonable period of time prior to the payment of any
      such
      Tax, the Party paying such Tax shall give written notice to the other Party
      of
      the Tax payable and the portion that is the liability of such Party, although
      failure to do so shall not relieve the other Party from its liability
      hereunder.

     

    (g) Assistance
      and Cooperation.
      After
      the Closing Date, each Party shall (and shall cause its respective affiliates,
      representatives, and agents to): (i) assist the other Party in preparing any
      Tax
      Returns that such other Party is responsible for preparing and filing in
      accordance with this Section 6.9; (ii) cooperate fully in preparing for any
      audits of, or disputes with taxing authorities regarding, any Tax Returns
      described in this Section 6.9; and (iii) make available to the other Party
      and
      to any taxing authority as reasonably requested all information, records, and
      documents relating to the Taxes described in this Section 6.9. 

     

    
      
        
        

      

      
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    6.10 Further
      Assurances.
      Following the Closing, each Party agrees to cooperate fully with the other
      Party
      and to execute such further instruments, documents and agreements and to give
      such further written assurances, as may be reasonably requested by any other
      Party at that other Party's cost to give effect to the transactions described
      herein and contemplated hereby. 

     

    6.11 Environmental
      Matters.
      The
      Seller shall cooperate with the Buyer in making the environmental investigations
      of the Real Property set forth on Schedule
      6.11;
      provided, however, that (i) the Buyer shall obtain the Seller’s written consent
      prior to entering such Real Property in connection with conducting any
      assessment or testing with respect thereto and (ii) Seller shall have entered
      into an access or similar agreement reasonably satisfactory to it with each
      contractor of the Buyer who will perform the testing. The Buyer shall pay all
      fees and expenses in connection with such environmental investigations.


     

    6.12 Financial
      Statements.
      During
      the period from the Agreement Date to the Closing Date, the Seller shall not
      later than thirty (30) days after the end of each month, cause the unaudited
      consolidated balance sheets and income statements of each of the Companies
      and
      its respective Subsidiaries, prepared in accordance with GAAP (except for year
      end and consolidating adjustments and the omission of footnotes), to be
      delivered to the Buyer.

     

    6.13 Books
      and Records.
      For a
      period of two (2) years following the Closing, the Buyer will cause the
      Companies and the Subsidiaries to maintain a reasonable records retention
      policy. From and after the Closing until ninety (90) days after the expiration
      of all applicable statute of limitations periods, Seller and its accountants,
      lawyers and representatives shall be entitled, upon reasonable notice and during
      normal business hours to have access to and to make copies, at Seller’s expense,
      of relevant books and records of the any or all of the Companies and/or the
      Subsidiaries with respect to periods or occurrences prior to Closing for
      reasonable purposes relating to the Seller’s ownership of the Companies and
      Subsidiaries prior to the Closing, including the preparation of Tax Returns.
      In
      the event of any litigation or threatened litigation between the Parties
      relating to this Agreement or the transactions contemplated hereby, the
      covenants contained in this Section 6.13 shall not be considered a waiver by
      any
      Party of any right to assert the attorney-client privilege. With respect to
      pre-Closing communications between any or all of the Seller, the Companies
      and/or the Subsidiaries and its or their attorney or attorneys, only the Seller
      shall be able to waive the attorney-client privilege.

     

    6.14 Financing
      Commitments.
      Buyer
      covenants to use its commercially reasonable efforts to
      cause
      all conditions to the funding under the Financing Commitments to be satisfied
      and to
      cause
      the funding to occur as contemplated by the Financing Commitments. 

     

    6.15 Company
      Audits.
      The
      Seller will retain an independent auditor (Berry Dunn McNeil & Parker) and
      facilitate an audit of the Companies and Subsidiaries on an combined basis
      to
      allow for the creation of audited balance sheets, income statements and
      statements of cash flows for the years ending December 31, 2005, December 31,
      2006 and December 31, 2007, as well as a review (but not an audit) of such
      statements for the interim period of January 1, 2008 through the Closing (the
      “Combined
      Company Financials”).
      The
Buyer
      and
      the Seller shall each pay one-half of all fees and expenses of such independent
      auditor retained in connection with the Combined Company
      Financials.

     

    
      
        
        

      

      
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    6.16 Seller’s
      Legal Existence.
      The
      Seller will maintain its legal existence and maintain sufficient capital to
      make
      any and all payments required to be made by it under Section 2.4
      hereof.

     

    6.17 Employee
      Plan Matters.
      The
      Seller shall cause each Benefit Plan in which employees of any Company
      participate (the “Company
      Benefit Plans”),
      to be
      transferred and assumed by Pine Tree Holdings prior to the Closing. Pursuant
      to
      Section 7.1(l), the Seller shall provide Buyer with evidence of the transfer
      and
      assumption of the Company Benefit Plans.

     

    ARTICLE
      VII

    CONDITIONS
      TO OBLIGATION TO CLOSE

     

    7.1 Conditions
      to Obligation of the Buyer.
      The
      obligation of the Buyer to consummate the transactions to be performed by it
      in
      connection with the Closing is subject to the satisfaction of the following
      conditions:

     

    (a) Subject
      to the provisions of Section 6.6, (i) the representations and warranties of
      the
      Seller set forth in Article III (other than those that address matters as of
      a
      particular date) shall be true and correct in all material respects at and
      as of
      the Closing Date (without giving effect to any limitations as to materiality
      or
“Material Adverse Effect” set forth therein) and (ii) the representations and
      warranties of the Seller set forth in Article III that address matters as of
      a
      particular date shall be true and correct as of such dates (without giving
      effect to any limitations as to materiality or “Material Adverse Effect” set
      forth therein), with such exceptions in the case of all of the representations
      and warranties described in clauses (i) and (ii), taken together, as have not
      had and would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect;

     

    (b) the
      Seller shall have performed and complied with all of its covenants hereunder
      in
      all material respects through the Closing;

     

    (c) the
      Buyer
      shall have received a certificate signed by an officer of the Seller certifying
      as to the matters set forth in Section 7.1(a) and Section 7.1(b);

     

    (d) there
      shall not be any judgment, order, decree, stipulation, injunction or charge
      in
      effect preventing consummation of any of the transactions contemplated by this
      Agreement;

     

    (e) since
      the
      Agreement Date, no event or events shall have occurred that constitute(s) a
      Material Adverse Effect. 

     

    (f) the
      Seller shall have delivered to the Buyer a Certificate of Good Standing (or
      comparative certificate) of each of the Companies and each of the Subsidiaries
      issued by the appropriate governmental entity of the jurisdiction of such
      Company’s or Subsidiary’s incorporation;

     

    
      
        
        

      

      
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    (g) no
      litigation shall be pending (i) challenging or seeking to delay the consummation
      of any of the transactions contemplated by this Agreement, (ii) asserting the
      illegality of or seeking to render unenforceable any material provision of
      this
      Agreement, or (iii) which has or could reasonably give rise to a Material
      Adverse Effect;

     

    (h) all
      applicable waiting periods (and any extensions thereof) under the HSR Act,
      if
      applicable, shall have expired or otherwise been terminated and the Parties
      shall have received all State PUCs, FCC and other authorizations, consents
      and
      approvals of Governmental Entities referred to in Section 3.4 and Section 4.3
      above;

     

    (i) the
      Buyer
      shall have received from counsel to the Seller the opinions in form and
      substance as set forth in Exhibit
      7.1(i)
      attached
      hereto, addressed to the Buyer and dated as of the Closing Date;

     

    (j) the
      Buyer
      shall have received the resignations, effective as of the Closing, or evidence
      of removal as of the Closing, of all the directors and officers of the Companies
      and their Subsidiaries, except for such persons as are designated on
Exhibit
      7.1(j)
      hereto;


     

    (k) the
      Buyer
      shall have received a noncompetition agreement in the form of Exhibit
      7.1(k),
      executed by each person listed on Schedule 7.1(k);

     

    (l) the
      Buyer
      shall have received evidence of the transfer and assumption of the Company
      Benefit Plans by Pine Tree Holdings;

     

    (m) Title
      to
      all Material Owned Real Property shall be insurable for the benefit of the
      current fee owner of each such property as of the date of Closing, on the
      current ALTA form of owner’s policy of title insurance, subject to the
      terms, conditions and exclusions set forth in the preprinted jacket to such
      policy, the standard exceptions set forth in Schedule B to such policy and
      all
      material conditions and stipulations disclosed in the title insurance policies
      listed on Schedule
      7.1(m)(ii)
      attached
      hereto and incorporated herein by reference (copies of which have been provided
      to the Buyer), together with such other easements, restrictions, covenants
      or
      other matters which do not prohibit or materially interfere with the current
      use
      of any Material Owned Real Property, except that: (a) Seller shall deliver
      or
      cause to be delivered such documents and instruments required by the applicable
      title insurance company in order to delete any exceptions for mechanic’s liens
      and/or parties-in-possession and to issue a non-imputation endorsements to
      such
      policy; and (b) Seller shall discharge the mortgages set forth in Schedule
      7.1(m)(i)(ii)
      to this
      Agreement. 
      Notwithstanding
      any of the foregoing, it is expressly agreed that Buyer shall be solely
      responsible for any and all costs and expenses in connection with obtaining
      title insurance, including, without limitation, any title examination fees,
      copying fees, commitment preparation fees, premiums, survey expenses, and all
      other fees and expenses of any kind or nature.

     

    (n) the
      Buyer
      shall have received an affidavit sworn under penalty of perjury and
      in a
      form and substance required by Section 1445(b)(3) of the Code and Section
      1.1445- 2(c)(3)
      of the Treasury Regulations, certifying that each Company and Subsidiary is
      not
      and has not
      been
      a “United States real property holding corporation” (as defined in Section
      897(c)(2) of the Code) during the applicable period specified in Section
      897(c)(1)(A)(ii) of the Code;

     

    
      
        
        

      

      
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    (o) the
      conditions set forth in the Financing Commitments shall have been satisfied
      or waived and the funding referred to therein shall be available to the Buyer
      on
      terms not materially less
      favorable to the Buyer than are set forth in the Financing Commitments, provided
      that the failure to
      obtain
      such satisfaction or waiver is not a result of the failure of the Buyer to
      carry
      out its obligations to the financial institutions as set out in such letters
      and
      such failure by the Buyer has not been primarily caused by a breach by the
      Buyer
      of its obligations under this Agreement; and

     

    (p) the
      Buyer
      shall have received the Combined Company Financials. 

     

    (q) all
      actions to be taken by the Seller in connection with the consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments
      and
      other documents required to effect the transactions contemplated hereby will
      be
      reasonably satisfactory in form and substance to the Buyer.

     

    Except
      for the conditions contained in paragraph (h) of this Section 7.1, the Buyer
      may
      waive any condition specified in this Section 7.1 by a writing so stating
      delivered to the Seller at or prior to the Closing.

     

    7.2 Conditions
      to Obligation of Seller.
      The
      obligation of the Seller to consummate the transactions to be performed by
      it in
      connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (a) Subject
      to the provisions of Section 6.6, (i) the representations and warranties of
      the
      Buyer set forth in Article IV (other than those that address matters as of
      a
      particular date) shall be true and correct in all material respects at and
      as of
      the Closing Date (without giving effect to any limitations as to materiality
      or
“Material Adverse Effect” set forth therein) and (ii) the representations and
      warranties of the Buyer set forth in Article IV that address matters as of
      a
      particular date shall be true and correct as of such dates (without giving
      effect to any limitations as to materiality or “Material Adverse Effect” set
      forth therein), with such exceptions in the case of all of the representations
      and warranties described in clauses (i) and (ii), taken together, as have not
      had and would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect;

     

    (b) the
      Buyer
      shall have performed and complied with all of its covenants hereunder in all
      material respects through the Closing;

     

    (c) the
      Seller shall have received a certificate signed by an officer of the Buyer
      certifying as to the matters set forth in Section 7.2(a) and Section 7.2(b)
      above;

     

    (d) there
      shall not be any judgment, order, decree, stipulation, injunction or charge
      in
      effect preventing consummation of any of the transactions contemplated by this
      Agreement;

     

    (e) the
      Buyer
      shall have delivered to the Seller the Closing Purchase Price as contemplated
      by
      Section 2.7(b); 

     

    
      
        
        

      

      
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    (f) all
      applicable waiting periods (and any extensions thereof) under the HSR Act,
      if
      applicable, shall have expired or otherwise been terminated and the Parties
      shall have received all State PUC’s, FCC and other authorizations, consents and
      approvals of Governmental Entities referred to in Section 3.4 and Section
      4.3;

     

    (g) the
      Seller shall have received a certificate of the Secretary or Assistant Secretary
      of the Buyer certifying the names and signatures of the officers of the Buyers
      authorized to sign this Agreement, and the other documents contemplated
      hereunder; and

     

    (h) all
      actions to be taken by the Buyer in connection with the consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments
      and
      other documents required to effect the transactions contemplated hereby will
      be
      reasonable satisfactory in form and substance to the Seller.

     

    Except
      for the conditions contained in paragraph (f) of this Section 7.2, the Seller
      may waive any condition specified in this Section 7.2 by a writing so stating
      delivered to the Buyer at or prior to the Closing.

     

    7.3 Deemed
      Waiver.
      If
      either Party is not obligated to consummate the Closing pursuant to this
      Agreement, but nevertheless elects to consummate the Closing, and the other
      Party is obligated to consummate the Closing, the Parties shall proceed with
      the
      consummation of the Closing as if all Parties were obligated to do so, and
      the
      Party who is not obligated to proceed but elects to do so shall be deemed to
      have specifically waived in writing, as provided in Section 7.1 and Section
      7.2,
      as the case may be, the fulfillment of the condition or conditions, the
      nonfulfillment of which excused the obligation of said Party to perform pursuant
      to this Agreement as contemplated by Section 7.1 and Section 7.2, as the case
      may be.

     

    ARTICLE
      VIII

    TERMINATION

     

    8.1 Termination
      of Agreement.
      The
      Parties may terminate this Agreement as provided below:

     

    (a) the
      Parties may terminate this Agreement by mutual written consent at any time
      prior
      to the Closing Date;

     

    (b) the
      Buyer
      (if the Buyer is not then in breach of this Agreement) may terminate this
      Agreement by giving written notice to the Seller at any time prior to Closing
      (i) (1) in the event the representations and warranties of the Seller set forth
      in Article III (other than those that address matters of a particular date)
      shall not be true and correct in all material respects (without giving effect
      to
      any limitations as to materiality or “Material Adverse Effect” set forth
      therein) and (2) the representations and warranties of the Seller set forth
      in
      Article III that address matters as of a particular date shall not be true
      and
      correct as of such date(s) (without giving effect to any limitations as to
      materiality or “Material Adverse Effect” set forth therein), with such
      exceptions in the case of all of the representations and warranties described
      in
      clauses (1) and (2), taken together, as have not had and would not reasonably
      be
      expected to have as of the Closing Date, individually or in the aggregate,
      a
      Material Adverse Effect, the Buyer has notified the Seller of the breach, and,
      if of a type which can be cured, the breach has continued without cure for
      a
      period of ten (10) days after the notice of breach, or (ii) if the Closing
      shall
      not have occurred on or before December 31, 2008, by reason of the failure
      of
      any condition precedent under Section 7.1 or 7.2;

     

    
      
        
        

      

      
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    (c) the
      Seller (if the Seller is not then in breach of this Agreement) may terminate
      this Agreement by giving written notice to the Seller at any time prior to
      Closing (i) (1) in the event the representations and warranties of the Buyer
      set
      forth in Article IV (other than those that address matters of a particular
      date)
      shall not be true and correct in all material respects (without giving effect
      to
      any limitations as to materiality or “Material Adverse Effect” set forth
      therein) and (2) the representations and warranties of the Buyer set forth
      in
      Article IV that address matters as of a particular date shall not be true and
      correct as of such date(s) (without giving effect to any limitations as to
      materiality or “Material Adverse Effect” set forth therein), with such
      exceptions in the case of all of the representations and warranties described
      in
      clauses (1) and (2), taken together, as have not had and would not reasonably
      be
      expected to have as of the Closing Date, individually or in the aggregate,
      a
      Material Adverse Effect, the Seller has notified the Buyer of the breach, and,
      if of a type which can be cured, the breach has continued without cure for
      a
      period of ten (10) days after the notice of breach, or (ii) if the Closing
      shall
      not have occurred on or before December 31, 2008, by reason of the failure
      of
      any condition precedent under Section 7.1 or 7.2;

     

    (d) Either
      of
      the Parties may terminate this Agreement if any court or Governmental Entity
      has
      issued a final and non-appealable order, decree or ruling permanently
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated by this Agreement.

     

    8.2 Effect
      of Termination.

     

    (a) Except
      as
      hereinafter provided in this Section 8.2, if either Party terminates this
      Agreement pursuant to Section 8.1, all rights and obligations of the Parties
      hereunder shall terminate without any liability of either Party; provided,
      however, that the Confidentiality Agreement referred to in Section 6.5 shall
      survive any such termination. 

     

    (b) In
      the
      event the Buyer terminates this Agreement pursuant to Section 8.1(b)(i), the
      Buyer shall be entitled to pursue all legal and equitable remedies against
      the
      Seller for such breach or failure to perform.

     

    (c) In
      the
      event the Seller terminates this Agreement pursuant to Section 8.1(c)(i)
      (whether or not the Seller is then also entitled to terminate this Agreement
      pursuant to Section 8.1(c)(ii)), the Seller shall be entitled to pursue all
      legal and equitable remedies against the Buyer for such breach or failure to
      perform, including, but not limited to, specific performance.

     

    (d) All
      costs, fees and expenses (including reasonable attorneys’ fees and expenses)
      incurred by the nonbreaching Party in connection with enforcing its rights
      hereunder with respect to a breach shall be paid by the breaching
      Party.

     

    8.3 Fees
      and Expenses.
      Except
      as otherwise provided herein, the reasonable costs, fees and expenses incurred
      in connection with the negotiation, drafting and execution of this Agreement
      and
      the consummation of the transactions contemplated hereby (including the
      reasonable fees and expenses of counsel, accountants and appraisers) shall
      be
      paid by the Party incurring such fees or expenses.

     

    
      
        
        

      

      
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    ARTICLE
      IX

    SURVIVAL;
      INDEMNIFICATION

     

    9.1 Survival.
      The
      Parties agree that the representations, warranties, covenants and agreements
      contained in this Agreement and in any certificate delivered at the Closing
      pursuant to this Agreement shall survive the Closing until the first anniversary
      of the Closing Date (the “Cut-Off
      Date”);
      except for the representations and warranties contained in each of Section
      3.1,
      Section 3.2, Section 3.3, Section 3.8 and Section 3.34, which shall survive
      for
      the applicable statute of limitations; provided that
      the
      covenants and agreements in each of Section 6.8, Section 6.9, Section 6.10
      and
      Section 6.13 shall survive the Closing in accordance with its terms. No claim
      for breach of any representation, warranty, covenant or agreement contained
      in
      this Agreement may be brought after the Cut-Off Date, except for claims (a)
      of
      which the Seller has been notified in writing with reasonable specificity by
      the
      Buyer prior to the Cut-Off Date, (b) of which the Buyer has been notified in
      writing with reasonable specificity by the Seller prior to the Cut-Off Date,
      or
      (c) for breach of Section 6.8, Section 6.9, Section 6.10 or Section
      6.13.

     

    9.2 Indemnification
      of the Buyer.
      Subject
      to the other terms of this Article
      IX,
      from
      and after the Closing: 

     

    (a) The
      Seller agrees to indemnify the Buyer and hold it harmless against and in respect
      of any and all damages, losses, expenses, costs, obligations and liabilities,
      including reasonable attorneys’ fees (collectively, “Losses”),
      incurred by the Buyer that arise or result from (as determined in each case
      by
      an order of a court of competent jurisdiction or by written agreement of the
      Seller and the Buyer) (i) any breach of any of the representations or warranties
      contained in Article
      III
      or
      contained in any certificate delivered at the Closing by the Seller pursuant
      to
      this Agreement; or (ii) the failure of the Seller to perform any of its
      covenants or agreements contained herein.

     

    (b) Notwithstanding
      the foregoing, the Buyer’s right to make claims against the Seller under this
      Section 9.2 shall be subject to the following limitations and
      conditions:

     

    (i) no
      claim
      shall be made unless, and only to the extent that, the cumulative amount of
      Losses incurred by the Buyer exceeds $250,000;

     

    (ii) indemnification
      payments by Seller hereunder shall not exceed in the aggregate $6,300,000;
      

     

    (iii) no
      claim
      shall be made with respect to Losses arising out of any breach (or facts
      constituting a breach) of this Agreement that, to the Knowledge of Buyer, exist
      prior to the Agreement Date; 

     

    (iv) no
      claim
      shall be made with respect to Losses arising out of any breach of
      representations or warranties in Article
      III
      or the
      covenants in Article
      VI
      to the
      extent that a corresponding reserve for such Losses has been made on the Balance
      Sheet or to the extent such amount is reflected in the Current Liabilities
      that
      are used to compute the Net Working Capital; and

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (v) no
      claim
      shall be made for consequential damages, punitive or exemplary damages, special
      damages, lost profits, incidental damages, indirect damages, unrealized
      expectations or other similar items.

     

    In
      determining the foregoing thresholds and in otherwise determining the amount
      of
      any Losses for which the Buyer is entitled to assert a claim for indemnification
      hereunder, the amount of any such Losses shall be determined after deducting
      therefrom the amount of (a) any insurance proceeds that may be received by
      the
      Buyer or any Company or Subsidiary upon the timely submission of claims in
      respect thereof and after giving effect to any applicable deductible or
      retention (which recoveries the Buyer agrees to use, or to cause such Company
      or
      such Subsidiary to use, diligent efforts to obtain) and (b) any other third
      party recoveries received by the Buyer, a Company or a Subsidiary in respect
      of
      such Losses (which recoveries the Buyer agrees to use, or to cause such Company
      or such Subsidiary to use, diligent efforts to obtain). If an indemnification
      payment is received by the Buyer, and the Buyer, a Company or a Subsidiary
      later
      receives insurance proceeds and other third party recoveries in respect of
      the
      related Losses, the Buyer shall immediately pay to the Seller a sum equal to
      the
      lesser of (y) the actual amount of such insurance proceeds and other third
      party
      recoveries or (z) the actual amount of the indemnification payment previously
      paid by the Seller with respect to such Losses. 

     

    9.3 Indemnification
      of the Seller.
      Subject
      to the other terms of this Article
      IX,
      from
      and after the Closing, the Buyer agrees to indemnify the Seller and hold the
      Seller harmless against and in respect of any and all Losses which arise or
      result from: (a) any breach of any of the representations or warranties of
      the
      Buyer contained in this Agreement or in any certificate delivered pursuant
      to
      this Agreement or (b) the failure of the Buyer to perform any of its covenants
      or agreements set forth herein. 

     

    9.4 Procedure
      for Indemnification.
      

     

    (a) Any
      Party
      entitled to make a claim for indemnification hereunder shall promptly notify
      the
      indemnifying Party of the claim in writing upon learning of such claim or the
      facts constituting such claim, describing the claim in reasonable detail, the
      amount thereof, and the basis therefor. The indemnifying Party will be relieved
      of its indemnification obligations hereunder to the extent that it is prejudiced
      by the indemnified party’s failure to give such prompt notice. The Party from
      whom indemnification is sought shall respond to each such claim within thirty
      (30) days of receipt of such notice. No action shall be taken pursuant to the
      provisions of this Agreement or otherwise by the Party seeking indemnification
      (unless reasonably necessary to protect the rights of the Party seeking
      indemnification) until the later of (i) the expiration of the thirty (30) day
      response period or (ii) thirty (30) days following the expiration of the thirty
      (30) day response period if a response, received within such thirty (30) day
      period by the Party seeking indemnification, requests an opportunity to cure
      the
      matter giving rise to indemnification (and, in such event, the amount of such
      claim for indemnification shall be reduced to the extent so cured).

     

    
      
        
        

      

      
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    (b) If
      a
      claim for indemnification hereunder is based on a claim by a third party, the
      indemnifying Party shall have the right to assume the entire control of the
      defense thereof, including at its own expense, employment of counsel reasonably
      satisfactory to the indemnified Party, and, in connection therewith, the Party
      claiming indemnification shall cooperate fully with the indemnifying Party
      and
      make available to the indemnifying Party all pertinent information under its
      control; provided,
      that
      the indemnified Party may participate in any proceeding with counsel of its
      choice at its expense. In such event, the indemnifying Party shall have the
      right to settle or resolve any such claim by a third party; provided,
      that
      any such settlement or resolution contemplated by the Seller, as the
      indemnifying Party, that involves any action by the Buyer other than compliance
      with customary obligations to limit disclosure of the terms thereof and the
      payment of money (which is paid in full by the Seller, subject to the applicable
      conditions and limits contained in this Article
      IX)
      shall
      not be concluded without the prior written approval of the Buyer, which approval
      shall not be unreasonably withheld, delayed or conditioned; and provided
      further,
      that
      any such settlement or resolution contemplated by the Buyer, as the indemnifying
      Party, that involves any action other than compliance with customary obligations
      to limit disclosure of the terms thereof and the payment of money (which is
      to
      be paid in full by the Buyer) shall not be concluded without the prior written
      approval of the Seller, which approval shall not be unreasonably withheld,
      delayed or conditioned. 

     

    (c) Without
      limiting the generality of the foregoing, the Buyer will, and will cause
      employees of the Buyer, the Companies and the Subsidiaries to, cooperate fully
      with the Seller in connection with any matter for which the Seller is the
      indemnifying Party. Such cooperation shall include (i) assisting in the
      collection and preparation of discovery materials, (ii) meeting with (and making
      employees available to meet with) the Seller and/or its counsel to prepare
      for
      and/or appear as witnesses at depositions, court proceedings and/or trial,
      and
      (iii) providing to the Seller and/or its counsel all information under the
      control of the Buyer, any Company or any Subsidiary that is deemed necessary
      by
      the Seller and/or its counsel for the defense or prosecution of such
      matter.

     

    9.5 Remedies
      Exclusive.
      The
      remedies provided in this Article
      IX
      shall be
      the exclusive remedies of the Parties hereto and their heirs, successors and
      assigns after the Closing in connection with the transactions contemplated
      by
      this Agreement, including any breach or non-performance of any representation,
      warranty, covenant or agreement contained herein, except (i) in the case of
      actual fraud, in which case the defrauded Party shall have all rights and
      remedies available under this Agreement and available under the law against
      the
      Party that committed such actual fraud and (ii) specific performance of
      post-Closing covenants. Without limiting the foregoing, the sole source of
      payment for any indemnification obligations of the Seller shall be the Escrow
      Amount held by the Escrow Agent; provided that claims based on actual fraud
      shall not be limited to the Escrow Amount. No Party may commence any suit,
      action or proceeding against any other Party hereto with respect to the subject
      matter of this Agreement or the transactions contemplated hereby, whether in
      contract, tort or otherwise, except to bring a claim (a) to enforce such Party’s
      express rights under Section 6.9 or this Article
      IX,
      (b) for
      actual fraud against the Party that committed such actual fraud or (c) specific
      performance of post-Closing covenants. The provisions of this Article
      IX
      constitute an integral part of the consideration given pursuant to this
      Agreement and were specifically bargained for and reflected in the total amount
      of the Final Purchase Price payable to the Seller.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    9.6 Treatment
      of Indemnity Payments.
      To the
      maximum extent permitted by Law, it is the intention of the Parties to treat
      any
      indemnity payment made under this Agreement as an adjustment to the Final
      Purchase Price for all purposes, and the Parties agree to file their Tax Returns
      accordingly. 

     

    ARTICLE
      X

    MISCELLANEOUS

     

    10.1 Press
      Releases and Public Announcements.
      Neither
      Party shall issue any press release or make any public announcement relating
      to
      the subject matter of this Agreement without the prior written approval of
      the
      other Party; provided, however, that either Party may make any public disclosure
      it believes in good faith is required by applicable law or any listing or
      trading agreement concerning its publicly-traded securities (in which case
      the
      disclosing Party will use its best efforts to advise the other Party prior
      to
      making the disclosure).

     

    10.2 No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns; provided,
      however, that the provisions in Section 6.8 concerning insurance are intended
      for the benefit of the individuals specified therein and their respective legal
      representatives.

     

    10.3 Agreement.
      This
      Agreement (including the Disclosure Schedule, the Exhibits hereto and the
      documents referred to herein) constitutes the entire agreement among the Parties
      and supersedes any prior understandings, agreements or representations by or
      among the Parties, written or oral, to the extent they relate in any way to
      the
      subject matter hereof (other than the Confidentiality Agreement).

     

    10.4 Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns.
      No Party
      may assign either this Agreement or any of its rights, interests or obligations
      hereunder without the prior written approval of the other Party. Notwithstanding
      anything to the contrary set forth herein, after the Closing, the Buyer may
      assign and transfer to any entity providing the financing to the Buyer for
      the
      transactions contemplated by this Agreement (or any refinancing of such
      financing) as collateral security for such financing all of the Buyer’s
      interest, rights and remedies of such parties in, to and with respect to this
      Agreement. Each party to this Agreement and their assigns expressly consent
      to
      such assignment after the Closing. Any such assignment shall be made for
      collateral security purposes only and will not release or discharge any party
      from any obligations it may have pursuant to this Agreement, nor increase or
      expand in any way Seller’s obligations hereunder. The Buyer may (a) authorize
      such financing sources to assert, either directly or on behalf of the Buyer,
      any
      claims such party may have against Seller under this Agreement and (b) make,
      constitute and appoint one agent bank in respect of such financing (and all
      officers, employees and agents designated by such agent) as the true and lawful
      attorney and agent-in-fact of such party for the purpose of enabling the
      financing sources to assert and collect any such claims. 

     

    10.5 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument. For purposes hereof, facsimile copies hereof and facsimile
      signatures hereof shall be authorized and deemed effective.

     

    
      
        
        

      

      
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    10.6 Headings.
      The
      Section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    10.7 Notices.
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given upon receipt if it is sent by registered or certified
      mail, return receipt requested, postage prepaid, and addressed to the intended
      recipient as set forth below:

     

    If
      to
      Seller:

     

    Country
      Road Communications LLC

    56
      Campus
      Drive

    New
      Gloucester, Maine 04062

    Attn:
      Stuart Wiet, Chief Financial Officer

    Fax:
      (207) 699-0383 

    E-mail:
      sswiet@aol.com 

     

    and

     

    ABRY
      Partners LLC

    111
      Huntington Avenue

    Boston,
      MA 02199

    Attn:
      Jay
      Grossman

    Fax:
      (617) 859-8797

    E-mail:
      jgrossman@abry.com 

    


    With
      copies (which shall not constitute notice) to:

     

    Choate,
      Hall & Stewart LLP

    Two
      International Place

    Boston,
      Massachusetts 02110

    Attn:
      Lawrence Gennari

    Fax:
      (617) 248-4000

    E-mail:
      lgennari@choate.com 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    and

     

    Kirkland
      & Ellis LLP

    Citigroup
      Center

    153
      East
      53rd Street

    New
      York,
      New York 10022-4611

    Attn:
      John L. Kuehn

    Fax:
      (212) 446-6460

    E-mail:
      jkuehn@kirkland.com 

     

    If
      to
      Buyer:

     

    Otelco
      Inc.

    505
      Third
      Avenue East

    Oneonta,
      Alabama 35121

    Attn:
      Michael Weaver

    Fax:
      (205) 625-3528

    Email:
      mike@otelcotel.com 

    


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

     

    Dorsey
      & Whitney LLP

    250
      Park
      Avenue

    New
      York,
      New York 10177

    Attn:
      Steven Khadavi

    Fax:
      (212) 953-7201

    E-mail:
      khadavi.steven@dorsey.com

     

    Either
      Party may also send any notice, request, demand, claim or other communication
      hereunder to the intended recipient at the address set forth above using any
      other means (including personal delivery, expedited courier, messenger service,
      telecopy, telex, ordinary mail or electronic mail), but no such notice, request,
      demand, claim or other communication shall be deemed to have been duly given
      unless and until it actually is received by the intended recipient. Either
      Party
      may change the address to which notices, requests, demands, claims and other
      communications hereunder are to be delivered by giving the other Party notice
      in
      the manner herein set forth.

     

    10.8 No
      Recourse.
      Notwithstanding
      anything that may be expressed or implied in this Agreement, Buyer agrees and
      acknowledges that no recourse under this Agreement or any documents or
      instruments delivered in connection with this Agreement shall be had against
      any
      current or future direct or indirect director, officer, employee, general or
      limited partner or member of the Seller or of any Affiliate or assignee thereof,
      as such, whether by the enforcement of any assessment or by an legal or
      equitable proceeding, or by virtue of any statute, regulation or other
      applicable Law, it being expressly agreed and acknowledged that no personal
      liability whatsoever shall attached to, be imposed on or otherwise be incurred
      by any current or future officer, agent or employee of the Seller or any current
      or future member of the Seller or any current or future director, officer,
      employee, partner or member of the Seller or of any Affiliate or assignee
      thereof, as such, for any obligation of the Seller under this Agreement or
      any
      documents or instruments delivered in connection with this Agreement or any
      claim based on, in respect of or by reason of such obligations or their
      creation.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    10.9 Privilege
      and Related Matters.
      Buyer
      acknowledges that the Companies and the Subsidiaries have been represented
      by
      the law firms of Choate, Hall & Stewart LLP and Kirkland & Ellis LLP
      (collectively, the “Firms”)
      in
      connection with the transactions contemplated by this Agreement. The Parties
      agree that, although the representation by the Firms in such transactions has,
      in part, nominally been of the Seller, the Companies and the Subsidiaries,
      the
      true clients have been certain of the Seller’s members. As a consequence, the
      Parties agree that: (i) the holder of the privilege with respect to any
      discussions with any client of either Firm relative to such transactions on
      or
      prior to the Closing Date will be the Seller and such members and no Company
      or
      Subsidiary shall have the rights thereto; and (ii) that none of the Parties
      hereto shall take any action to attempt to disqualify either Firm from
      representing the Seller (or its members) in connection with any dispute relating
      to this Agreement, any related agreement or any such transactions based on
      the
      representation by such Firm of any Company or Subsidiary in connection therewith
      on or prior to the Closing Date.

     

    10.10 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 choice or conflict of law
      provision or rule (whether of the State of Delaware or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      State of Delaware.

     

    10.11 Amendments
      and Waivers.
      The
      Parties may mutually amend any provision of this Agreement at any time prior
      to
      the Closing. No amendment of any provision of this Agreement shall be valid
      unless the same shall be in writing and signed by each of the Parties. No waiver
      by either Party of any default, misrepresentation or breach of warranty or
      covenant hereunder, whether intentional or not, shall be deemed to extend to
      any
      prior or subsequent default, misrepresentation or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent occurrence.

     

    10.12 Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction.

     

    10.13 Construction.
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring either
      Party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context otherwise requires. The word “including” shall mean including
      without limitation.

     

    10.14 Incorporation
      of Exhibits and Disclosure Schedule.
      The
      Exhibits and Disclosure Schedule identified in this Agreement are incorporated
      herein by reference and made a part hereof.

     

    
      
        
        

      

      
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        46

        
          

        

      

      
        
        

      

    

    
 

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

     

    
      	 	 	 
	 	OTELCO
              INC.
              
	 
 	 
 	 
 
	 	By:  	 
/s/
              Michael
              D. Weaver
	 	Name: 
	 Michael
              D. Weaver
	 	Title:	 Chief
              Executive Officer


    

     

    


    
      	
            	 	 
	 	COUNTRY
              ROAD
              COMMUNICATIONS LLC
	 
 	 
 	 
 
	 	By:  	 
/s/
              Harry
              S. Bennett
	 	Name: 
	 Harry
              S. Bennett
	 	Title:	 Chief
              Executive Officer


       

    

    
 

    
      
        
        

      

      
        
          [Signature
            Page to Stock Purchase Agreement]