Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

NEW ULM TELECOM, INC.,

HUTCHINSON ACQUISITION CORP.

ANDHUTCHINSON TELEPHONE COMPANY

August 3, 2007

---



|                                                                                                                                                                    |      |                                                                                          |   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------- | --
|TABLE OF CONTENTS                                                                                                                                                  
|                                                                                                                                                                   
|ARTICLE I.
 THE MERGER                                                                                                                                              | 1   
|                                                                                                                                                                    |     
|                                                                                                                                                                    | 1.1  | The Merger                                                                               | 1 
|                                                                                                                                                                    | 1.2  | Effective
 Time                                                                          | 1 
|                                                                                                                                                                    | 1.3  | Effects of
 the Merger                                                                   | 2 
|                                                                                                                                                                    | 1.4  | Closing                                                                                  | 2 
|                                                                                                                                                                    |     
|ARTICLE II.
 SURVIVING CORPORATION                                                                                                                                  | 4   
|                                                                                                                                                                    |     
|                                                                                                                                                                    | 2.1  | Articles of
 Incorporation                                                               | 4 
|                                                                                                                                                                    | 2.2  | By-Laws                                                                                  | 4 
|                                                                                                                                                                    | 2.3  | Directors                                                                                | 5 
|                                                                                                                                                                    | 2.4  | Officers                                                                                 | 5 
|                                                                                                                                                                    |      |                                                                                          |   
|ARTICLE III.
 MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN THE MERGER;
 SHAREHOLDER MEETING; ESCROW; DISSENTING SHARES; SHAREHOLDER REPRESENTATIVE | 5   
|                                                                                                                                                                    |     
|                                                                                                                                                                    | 3.1  | Share
 Consideration for the Merger; Conversion or Cancellation of Shares in the
 Merger | 5 
|                                                                                                                                                                    | 3.2  | Calculation
 Of Amounts                                                                  | 5 
|                                                                                                                                                                    | 3.3  | Payment Of
 Estimated Per Share Merger Consideration                                     | 7 
|                                                                                                                                                                    | 3.4  | Payment Of
 Final Consideration                                                          | 9 
|                                                                                                                                                                    | 3.5  | Escrow                                                                                   | 10
|                                                                                                                                                                    | 3.6  | Shareholders
 Meeting                                                                    | 11
|                                                                                                                                                                    | 3.7  | Tax
 Withholding                                                                         | 12
|                                                                                                                                                                    | 3.8  | Dissenting
 Shares                                                                       | 12
|                                                                                                                                                                    | 3.9  | No Further
 Rights or Transfers                                                          | 12
|                                                                                                                                                                    | 3.10 | Appointment
 of Shareholder Representative                                               | 12
|                                                                                                                                                                    |      |                                                                                          |   
|ARTICLE IV.
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY                                                                                                          | 14  
|                                                                                                                                                                    |     
|                                                                                                                                                                    | 4.1  | Corporate
 Organization and Qualification                                                | 14
|                                                                                                                                                                    | 4.2  | Capitalization                                                                           | 14
|                                                                                                                                                                    | 4.3  | Authority
 Relative to This Agreement                                                    | 15
|                                                                                                                                                                    | 4.4  | Consents and
 Approvals; No Violation                                                    | 15
|                                                                                                                                                                    | 4.5  | Financial
 Statements; Undisclosed Liabilities                                           | 17
|                                                                                                                                                                    | 4.6  | Absence of
 Certain Changes or Events                                                    | 18
|                                                                                                                                                                    | 4.7  | Litigation                                                                               | 21
|                                                                                                                                                                    | 4.8  | Proxy
 Statement                                                                         | 21
|                                                                                                                                                                    | 4.9  | Taxes                                                                                    | 21
|                                                                                                                                                                    | 4.10 | Employee
 Benefit Plans; Labor Matters                                                   | 24
|                                                                                                                                                                    | 4.11 | Environmental
 Laws and Regulations                                                      | 26
|                                                                                                                                                                    | 4.12 | Intangible
 Property                                                                     | 26
|                                                                                                                                                                    | 4.13 | Compliance
 with Laws and Orders                                                         | 27
|                                                                                                                                                                    | 4.14 | Certain
 Agreements                                                                      | 27

i

---



|                                                               |      |                                                                                     |   
|-------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------- | --
|                                                               | 4.15 | Permits                                                                             | 29
|                                                               | 4.16 | Brokers and
 Finders                                                                | 30
|                                                               | 4.17 | Opinion of
 Financial Advisor                                                       | 30
|                                                               | 4.18 | Assets                                                                              | 30
|                                                               | 4.19 | Indebtedness
 and Guaranties                                                        | 32
|                                                               | 4.20 | Accounts
 Receivable                                                                | 32
|                                                               | 4.21 | Lines                                                                               | 32
|                                                               |     
|ARTICLE V.
 REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO | 32  
|                                                               |      |                                                                                     |   
|                                                               | 5.1  | Corporate
 Organization and Qualification                                           | 32
|                                                               | 5.2  | Authority
 Relative to This Agreement                                               | 33
|                                                               | 5.3  | Consents and
 Approvals; No Violation                                               | 33
|                                                               | 5.4  | Proxy
 Statement                                                                    | 34
|                                                               | 5.5  | Financing                                                                           | 34
|                                                               | 5.6  | Newco                                                                               | 34
|                                                               | 5.7  | Brokers and
 Finders                                                                | 35
|                                                               |     
|ARTICLE VI.
 ADDITIONAL COVENANTS AND AGREEMENTS               | 35  
|                                                               |      |                                                                                     |   
|                                                               | 6.1  | Conduct of
 Business of the Company                                                 | 35
|                                                               | 6.2  | No
 Solicitation of Transactions                                                    | 37
|                                                               | 6.3  | Reasonable
 Efforts                                                                 | 39
|                                                               | 6.4  | Access to
 Information                                                              | 40
|                                                               | 6.5  | Publicity                                                                           | 40
|                                                               | 6.6  | Directors
 and Officers Insurance                                                 | 40
|                                                               | 6.7  | Funds
 Available at Closing                                                         | 43
|                                                               | 6.8  | Investigation
 and Agreement by the Parties; No Other Representations or Warranties | 43
|                                                               | 6.9  | 401(k) Plans                                                                        | 44
|                                                               | 6.10 | Employees                                                                           | 44
|                                                               | 6.11 | Continuation
 of Employee Benefits                                                  | 44
|                                                               |     
|ARTICLE VII.
 CONDITIONS TO CONSUMMATION OF THE MERGER         | 46  
|                                                               |      |                                                                                     |   
|                                                               | 7.1  | Conditions
 to Each Partys Obligations to Effect the Merger                        | 46
|                                                               | 7.2  | Conditions
 to the Companys Obligations to Effect the Merger                       | 46
|                                                               | 7.3  | Conditions
 to Parents and Newcos Obligations to Effect the Merger                | 47
|                                                               |     
|ARTICLE
 VIII. TERMINATION; AMENDMENT; WAIVER                  | 48  
|                                                               |      |                                                                                     |   
|                                                               | 8.1  | Termination
 by Mutual Consent                                                      | 48
|                                                               | 8.2  | Termination
 by Either Parent or the Company                                        | 48
|                                                               | 8.3  | Termination
 by Parent                                                              | 48
|                                                               | 8.4  | Termination
 by the Company                                                         | 49
|                                                               | 8.5  | Effect of
 Termination                                                              | 49
|                                                               | 8.6  | Expense
 Reimbursement                                                              | 51
|                                                               | 8.7  | Extension;
 Waiver                                                                  | 52

ii

---



|                                       |       |                                                                    |   
|-------------------------------------- | ----- | ------------------------------------------------------------------ | --
|ARTICLE IX.
 INDEMNIFICATION           | 52   
|                                       |      
|                                       | 9.1   | Survival                                                           | 52
|                                       | 9.2   | Indemnification
 of Parent                                         | 52
|                                       | 9.3   | Indemnification
 of Shareholders or the Company                    | 53
|                                       | 9.4   | Procedure
 for Indemnification  Third-Party Claims                | 54
|                                       | 9.5   | Procedure
 for Indemnification  Other Claims                      | 55
|                                       | 9.6   | Other Limits
 on Indemnification                                   | 55
|                                       | 9.7   | Exclusivity                                                        | 55
|                                       |       |                                                                    |   
|ARTICLE X.
 GENERAL PROVISIONS         | 56   
|                                       |      
|                                       | 10.1  | Binding
 Arbitration                                               | 56
|                                       |       |                                                                    |   
|ARTICLE XI.
 MISCELLANEOUS AND GENERAL | 57   
|                                       |      
|                                       | 11.1  | Payment of
 Expenses                                               | 57
|                                       | 11.2  | Survival of
 Covenants and Agreements; Survival of Confidentiality | 57
|                                       | 11.3  | Modification
 or Amendment                                         | 57
|                                       | 11.4  | Waiver of
 Conditions                                              | 57
|                                       | 11.5  | Counterparts                                                       | 57
|                                       | 11.6  | Governing
 Law                                                     | 57
|                                       | 11.7  | Notices                                                            | 57
|                                       | 11.8  | Entire
 Agreement; Assignment                                      | 58
|                                       | 11.9  | Parties in
 Interest                                               | 58
|                                       | 11.10 | Certain
 Definitions                                               | 59
|                                       | 11.11 | REFERENCES
 AND TITLES                                             | 67
|                                       | 11.12 | Obligation
 of Parent                                              | 68
|                                       | 11.13 | Validity                                                           | 68
|                                       | 11.14 | Captions                                                           | 68

iii

---



|                 |  |                                                     
|---------------- |  | ----------------------------------------------------
|Exhibits         |  |                                                     
|                 |  |                                                     
|Exhibit A        |  | Articles of Merger                                  
|Exhibit B        |  | Target                                              
|Exhibit C        |  | Form of Escrow Agreement                            
|Exhibit D        |  | Final Working Capital Example                       
|Exhibit E        |  | Form of Voting Agreement                            
|Exhibit F        |  | FIRPTA Certificate                                  
|                 |  |                                                     
|                 |  |                                                     
|Annexes          |  |                                                     
|                 |  |                                                     
|Annex A          |  | Individuals and Entities Executing Voting Agreements
|Annex B          |  | Ownership of Outstanding Shares                     
|                 |  |                                                     
|                 |  |                                                     
|Schedules        |  |                                                     
|                 |  |                                                     
|Schedule 4.1     |  | List of
 Subsidiaries                               
|Schedule 4.2     |  | Capitalization                                      
|Schedule
 4.4(a) |  | Consents and
 Approvals; No Violation               
|Schedule
 4.5(a) |  | Financial
 Statements                               
|Schedule
 4.5(b) |  | Undisclosed
 Liabilities                            
|Schedule
 4.6(b) |  | Absence of
 Certain Changes or Events               
|Schedule 4.7     |  | Litigation                                          
|Schedule 4.9     |  | Taxes                                               
|Schedule
 4.10   |  | Employee
 Benefit Plans; Labor Matters              
|Schedule 4.11    |  | Environmental
 Law and Regulations                  
|Schedule
 4.12   |  | Intangible
 Property                                
|Schedule
 4.13   |  | Compliance
 with Laws and Orders                    
|Schedule
 4.14   |  | Certain
 Agreements                                 
|Schedule
 4.15   |  | Permits                                             
|Schedule
 4.18   |  | Assets                                              
|Schedule
 4.19   |  | Indebtedness
 and Guarantees                        
|Schedule
 4.20   |  | Accounts
 Receivable                                
|Schedule
 6.1(g) |  | Indebtedness
 for Borrowed Money or Guarantees      
|Schedule
 6.1(h) |  | Annual
 Raises Consistent with Past Practice        
|Schedule
 6.1(m) |  | Planned
 Capital Expenditures                       
|Schedule
 6.1(o) |  | Forward
 Purchase Commitments                       
|Schedule
 6.10   |  | Change of
 Control Agreements and Severance Policies
|Schedule
 6.11   |  | Continuation
 of Employee Benefits                  
|Schedule
 7.1(c) |  | Governmental
 Filings and Consents                  

i

---



AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this
Agreement),
dated August 3, 2007, by and among New Ulm Telecom, Inc. (Parent),
Hutchinson Acquisition Corp., a Minnesota corporation and a direct wholly owned
subsidiary of Parent (Newco), and Hutchinson Telephone Company, a
Minnesota corporation (the Company).

RECITALS

WHEREAS, the Board of Directors of the
Company (the Board of Directors) has, upon the terms and subject to
the conditions of this Agreement, determined that the Merger (defined in Section
1.1) is in the best interests of the shareholders of the Company and
approved this Agreement and the transactions contemplated hereby in accordance
with the Minnesota Business Corporation Act (the MBCA);

WHEREAS, in order to induce Parent and
Newco to enter into this Agreement, concurrently herewith, the individuals and
entities set forth on Annex A hereto are entering into agreements with
Parent dated as of the date hereof, in the form attached hereto as Exhibit E
(the Voting Agreements), pursuant to which, among other things, each
such Person has agreed to vote in favor of this Agreement and the Merger; and

WHEREAS, Parent, Newco and the Company
desire to make certain representations, warranties, covenants and agreements in
connection with the Merger.

NOW, THEREFORE, in consideration of the
foregoing and the mutual representations, warranties, covenants and agreements
set forth herein, Parent, Newco and the Company hereby agree as follows:

ARTICLE I. 
THE MERGER

1.1
The Merger. Subject to the terms and conditions of this Agreement, at
the Effective Time (defined in Section 1.2), the Company and Newco shall
consummate a merger (the Merger) in which (a) Newco shall be merged
with and into the Company and the separate corporate existence of Newco shall
thereupon cease, (b) the Company shall be the surviving corporation in the
Merger and shall continue to be governed by the laws of the State of Minnesota,
and (c) the separate corporate existence of the Company with all its rights,
privileges, immunities, powers and franchises shall continue unaffected by the
Merger. The corporation surviving the Merger is sometimes hereinafter referred
to as the Surviving Corporation.

1.2
Effective Time. As soon as practicable after the satisfaction or waiver
of the conditions set forth in Article VII hereof, the appropriate
parties hereto shall execute in the manner required by the MBCA and file with
the Minnesota Secretary of State appropriate articles of merger relating to the
Merger in the form of Exhibit A, and the parties shall take such other
and further actions as may be required by Law to make the Merger effective. The
time the Merger becomes effective in accordance with applicable Law is
hereinafter referred to as the Effective Time.

---



1.3
Effects of the Merger. The Merger shall have the effects set forth in
Section 302A.641 of the MBCA.

1.4
Closing.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The closing
  of the Merger (the Closing) shall take place (a) at the offices of
  Leonard, Street and Deinard Professional Association as soon as reasonably
  possible but in no event later than the third Business Day following the date
  on which the last of the conditions set forth in Article VII hereof
  shall be fulfilled or waived in accordance with this Agreement or (b) at such
  other place, time and date as Parent and the Company may agree.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Subject to
  fulfillment or waiver of the conditions set forth in Article VII, at
  the Closing, the Company will deliver to Parent and Newco all of the
  following:                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a copy of
  the Articles of Incorporation of the Company, certified as of a recent date
  by the Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a
  certificate of good standing of the Company, issued as of a recent date by
  the Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | a copy of
  the Articles of Incorporation of each of the Companys Subsidiaries, in each
  case certified as of a recent date by the Secretary of State of the State of
  Minnesota;                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a copy of
  the articles of incorporation/organization for each of the Company Joint
  Ventures, in each case, certified by the Secretary of State of the state in
  which such Company Joint Venture is organized;                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | certificates
  of good standing of each of the Company Joint Ventures issued as of recent
  date by the Secretary of State of such Company Joint Ventures state of
  organization;                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | certificates
  of good standing of each of the Companys Subsidiaries, issued as of a recent
  date by the Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | a
  certificate of the Secretary or an Assistant Secretary of the Company, dated
  the Closing Date, in form and substance reasonably satisfactory to Parent, as
  to (A) no amendments to the articles of incorporation of the Company since a
  specified date, (B) the by-laws of the Company, (C) the resolutions of the
  Board of Directors of the Company authorizing the execution, delivery and
  performance of this Agreement and the transactions contemplated herein, (D)
  the resolutions or other voting record of the

2

---



| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                       | shareholders
  of the Company approving and adopting this Agreement and the Merger in
  accordance with the MBCA, (E) the member control agreements or other
  organizational documents for each of the Company Joint Ventures, as amended
  to date and (F) the incumbency and signatures of the officers of the Company
  executing this Agreement and any ancillary agreement relating hereto;
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (viii)                                                                                                                                                                | a certificate
  of the Secretary or an Assistant Secretary of each of the Companys
  Subsidiaries, dated the Closing Date, in form and substance reasonably
  satisfactory to Parent, as to (A) no amendments to the articles of
  incorporation/organization of such entity since a specified date and (B) the
  by-laws or other organizational documents of such entity;                     
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ix)                                                                                                                                                                  | all
  consents, waivers or approvals required to be obtained by the Company
  pursuant to the terms hereof with respect to the consummation of the transactions
  contemplated by this Agreement;                                                                                                                                                                                                
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (x)                                                                                                                                                                   | a statement
  in accordance with Treas. Reg. §§ 1.1445-2(c)(3) and 1.897-2(h), delivered
  not more than 20 days prior to the Closing Date, certifying that the Company
  is not, and has not been, a United States real property holding corporation
  for purposes of Section 897 and 1445 of the Code. The form of such statement
  is attached hereto as Exhibit F;                        
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (xi)                                                                                                                                                                  | The Escrow
  Agreement, duly executed by the Shareholder Representative;                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (xii)                                                                                                                                                                 | The Disbursing
  Agent Agreement, duly executed by the Company and the Disbursing Agent;                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (xiii)                                                                                                                                                                | payoff
  letters from each of the Companys lenders and Company Service Providers, in
  form reasonably satisfactory to Parent;                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (xiv)                                                                                                                                                                 | director or
  governor resignations, as applicable, from all: (i) members of the Companys
  Board of Directors, (ii) members of each Subsidiarys Board of Directors and
  (iii) designees of the Company Parties to the Board of Governors (or other
  governing body, as applicable) of the Company Joint Ventures; and                                                                       
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (xv)                                                                                                                                                                  | the
  certificates contemplated by Sections 7.3(a), 7.3(b), 7.3(d),
  7.3(e), 7.3(f) and 7.3(g).                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Subject to
  fulfillment or waiver of the conditions set forth in Article VII, at
  the Closing, Parent and Newco will deliver to the Company all of the
  following:

3

---



| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)    | a copy of
  the Articles of Incorporation of Parent, certified as of a recent date by the
  Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (ii)   | a
  certificate of good standing of Parent, issued as of a recent date by the
  Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iii)  | a copy of
  the Articles of Incorporation of Newco, certified as of a recent date by the
  Secretary of State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iv)   | a certificate
  of good standing of Newco, issued as of a recent date by the Secretary of
  State of the State of Minnesota;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (v)    | a
  certificate of the Secretary or an Assistant Secretary of Parent, dated the
  Closing Date, in form and substance reasonably satisfactory to the Company,
  as to (A) no amendments to the articles of incorporation of Parent since a
  specified date, (B) the by-laws of Parent, (C) the resolutions of the Board
  of Directors of Parent authorizing the execution, delivery and performance of
  this Agreement and the transactions contemplated herein and (D) the
  incumbency and signatures of the officers of Parent executing this Agreement
  and any ancillary agreement relating hereto;                
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (vi)   | a
  certificate of the Secretary or an Assistant Secretary of Newco, dated the
  Closing Date, in form and substance reasonably satisfactory to the Company,
  as to (A) no amendments to the articles of incorporation of Newco since a
  specified date, (B) the by-laws of Newco, (C) the resolutions of the Board of
  Directors and sole shareholder of Newco authorizing the execution, delivery
  and performance of this Agreement and the transactions contemplated herein
  and (D) the incumbency and signatures of the officers of Newco executing this
  Agreement and any ancillary agreement relating hereto;
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (vii)  | the
  certificates contemplated by Sections 7.2(a) and 7.2(b); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (viii) | the Escrow
  Agreement, duly executed by Parent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

ARTICLE II. 
SURVIVING CORPORATION

2.1
Articles of Incorporation. The Articles of Incorporation of Newco, as in
effect immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation.

2.2
By-Laws. The By-Laws of Newco, as in effect immediately prior to the
Effective Time, shall be the By-Laws of the Surviving Corporation.

4

---



2.3
Directors. The directors of Newco at the Effective Time shall, from and
after the Effective Time, be the initial directors of the Surviving Corporation
until their successors have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the
Surviving Corporations Articles of Incorporation and By-Laws.

2.4
Officers. The officers of Newco at the Effective Time shall, from and after
the Effective Time, be the initial officers of the Surviving Corporation until
their successors have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Surviving
Corporations Articles of Incorporation and By-Laws.

ARTICLE III. 
MERGER CONSIDERATION; CONVERSION OR CANCELLATION OF SHARES IN 
THE MERGER; SHAREHOLDER MEETING; ESCROW; DISSENTING SHARES; 
SHAREHOLDER REPRESENTATIVE

3.1
Share Consideration for the Merger; Conversion or Cancellation of Shares in
the Merger. At the Effective time, by virtue of the Merger and without any
action on the part of Parent, Newco, the Company, the Surviving Corporation or
the holders of Outstanding Shares (defined in Section 4.2):

|                              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              | (a) | Each
  Outstanding Share prior to the Effective Time (other than Dissenting Shares
  (as defined in Section 3.8 below) and Outstanding Shares owned by
  Parent, Newco or any direct or indirect wholly owned subsidiary of Parent
  (collectively, Parent Parties) or by any of the Companys direct or
  indirect wholly owned subsidiaries) shall, by virtue of the Merger and
  without any action on the part of Newco, the Company or the holder thereof,
  be cancelled and extinguished and converted into the right to receive, pursuant
  to Sections 3.3 and 3.4, the merger consideration to which the
  holder is entitled pursuant to the terms hereof.
|                              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              | (b) | At the
  Effective Time, each Outstanding Share issued and outstanding and owned by
  any of the Parent Parties or any of the Companys direct or indirect wholly
  owned subsidiaries immediately prior to the Effective Time shall cease to be
  outstanding, be cancelled and retired without payment of any consideration
  therefor and cease to exist.                                                                                                                                                                                                                                                                                                           
|                              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              | (c) | At the
  Effective Time, each share of common stock of Newco issued and outstanding
  immediately prior to the Effective Time shall be converted into one validly
  issued, fully paid and nonassessable share of common stock of the Surviving
  Corporation.                                                                                                                                                                                                                                                                                                                                                                                                         
|                              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2
  Calculation Of Amounts.
|                             
|                              | (a) | Final
  Per Share Merger Consideration shall be equal to (i) the sum of the
  Aggregate Merger Consideration (taking into account any adjustments pursuant
  to Section 3.4) divided by (ii) Fully Diluted Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

5

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Aggregate
  Merger Consideration shall be equal to (i) the sum of $64,055,045 (Enterprise
  Value), plus Cash on Hand, plus the Midwest Wireless Receivable to the
  extent such proceeds have not been received by the Company prior to the
  Closing (net of Tax at 41%), plus the Working Capital Increase (if any), less (ii) the sum of Indebtedness of the
  Company Parties outstanding at the Closing, plus Working Capital Decrease (if
  any), plus Transaction Expenses to the extent not paid by the Company, plus
  the Bonus Payments to the extent not paid by the Company, plus $2,000,000
  representing a portion of the amount of the Companys guarantees of loan
  obligations of the Company Joint Ventures.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | Fully
  Diluted Shares shall equal the sum of the number of Shares of the
  Company outstanding at the Closing other than Outstanding Shares owned by any
  of the Parent Parties or any of the Companys direct or wholly owned
  subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | Cash on
  Hand means the sum of (i) cash and cash equivalents on hand by the
  Company Parties, as of the close of business on the day preceding the
  Closing, (ii) short-term cash investments, and (iii) marketable securities,
  and for the avoidance of doubt shall include all deposits and deposits in
  transit, whether or not such deposits are then available for withdrawal, minus (A) all amounts representing
  outstanding checks and (B) the Tax attributable to the Midwest Wireless
  Receivable (such Tax being calculated at 40.468%), to the extent such
  proceeds are received by the Company prior to the Closing.                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | Working
  Capital Increase means the amount by which Final Working Capital is
  greater than the Target, and for the avoidance of doubt, where Final Working
  Capital is a deficit, such deficit is less than any deficit on which the
  Target is based.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | Working
  Capital Decrease means the amount by which the Target exceeds Final
  Working Capital, and for the avoidance of doubt, where Final Working Capital
  is a deficit, such deficit is greater than the deficit on which the Target is
  based.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | Target
  means an anticipated Final Working Capital amount or deficit set forth on Exhibit
  B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | Transaction
  Expenses means the fees, costs and expenses incident to the Merger which
  remain unpaid at the Effective Time, including, without limitation, (i) those
  of Stifel, Nicolaus & Company, Incorporated and Leonard, Street and
  Deinard Professional Association, Briggs and Morgan, other advisors, counsel
  and accountants and other fees, costs and expenses incurred by the Company
  Parties in connection with or as a result of the transactions contemplated
  hereby, including with respect to accountants and other attorneys and (ii)
  the Excess Tail Cost, if any, in                                                                                                                               

6

---



|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |     | connection
  with obtaining the Tail Policies obtained pursuant to Section 6.6 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           | (i) | Bonus
  Payments means the payments to individuals for transaction bonuses
  (i.e., stay put payments) set forth on Schedule 4.14(a) of the
  Company Disclosure Schedule in the amounts set forth thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           | (j) | Estimated
  Per Share Merger Consideration shall be equal to (i) the Estimated
  Aggregate Merger Consideration divided by (ii) the Fully Diluted Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           | (k) | Estimated
  Aggregate Merger Consideration means a good faith estimate of the
  Aggregate Merger Consideration prepared by the Company and delivered to
  Parent at least two Business Days before the Effective Time, showing in
  detail each component thereof. The estimated amount of (i) Indebtedness of
  the Company Parties included therein attributable to financial institutions shall
  be based on a pay-off letter obtained from such institutions which shall be
  submitted with the foregoing estimate and (ii) Transaction Expenses included
  therein attributable to the Company Service Providers shall be based on
  pay-off letters obtained from each such Company Service Provider which shall
  be submitted with the foregoing estimate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           | (l) | Per
  Share Escrow Amount shall be equal to the Escrow Amount divided by the
  Fully Diluted Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.3
  Payment Of Estimated Per Share Merger Consideration.
|                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           | (a) | Wells Fargo
  Bank, N.A. shall act as Disbursing Agent in connection with the Merger (the Disbursing
  Agent), pursuant to a disbursing agent agreement to be entered into by
  and between the Disbursing Agent and the Company (the Disbursing Agent
  Agreement), for purposes of effecting the payment of the merger
  consideration due to the holders of Outstanding Shares pursuant to Sections
  3.3 and 3.4 hereof. The Disbursing Agent shall provide the
  Shareholder Representative access to any records of disbursements and shall
  promptly respond to any inquiries of the Shareholder Representative. At the
  Effective Time, Parent shall provide the Disbursing Agent in trust for the
  benefit of the Shareholders with immediately available funds (the Payment
  Fund) equal to the Estimated Aggregate Merger Consideration less the
  Escrow Amount. The Payment Fund shall be invested by the Disbursing Agent, as
  directed by Parent and the Shareholder Representative, and any earnings with
  respect thereto shall be paid to Parent as and when requested by Parent;
  provided, that the parties acknowledge and agree that the Disbursing Agent
  shall be instructed to invest and reinvest the Payment Fund in savings
  accounts, certificates of deposit or as Parent and the Shareholder
  Representative may mutually agree. Each of the parties hereto acknowledges
  and agrees that

7

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Parents
  sole liability and obligation with respect to the Aggregate Merger
  Consideration shall be to (i) deposit such amount, minus the Escrow Amount with the Disbursing Agent and (ii)
  deposit the Escrow Amount with the Escrow Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Immediately
  after the Effective Time, the Disbursing Agent shall mail to each record
  holder who held Outstanding Shares immediately prior to the Effective Time, a
  letter of transmittal in a form acceptable to Parent, the Company and the
  Disbursing Agent (the Letter Of Transmittal), unless a Letter of
  Transmittal has previously been distributed to any such holder. Within two
  days or such other time period agreed upon by the Company and the Disbursing
  Agent of receipt by the Disbursing Agent of a Letter of Transmittal from a
  Shareholder (duly completed and validly executed in accordance with the
  instructions therein), the Disbursing Agent shall pay such Shareholder an
  amount equal to the product of (i) the Estimated Per Share Merger
  Consideration less the Per Share Escrow Amount times (ii) the number of
  Outstanding Shares of the Company held by such Shareholder at the Effective
  Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | No interest
  will be paid or accrued on amounts required to be paid to the Shareholders
  hereunder. One hundred twenty (120) days after the Effective Time, the Parent
  shall be entitled to require the Disbursing Agent to deliver to it any cash
  remaining in the Payment Fund (including any interest received with respect
  thereto) which it has made available to the Disbursing Agent and which has
  not been disbursed to the Shareholders and thereafter such Shareholders shall
  be entitled to look to the Parent (subject to abandoned property, escheat or
  other similar laws) only as general unsecured creditors thereof with respect
  to the amounts so payable. The Surviving Corporation shall pay all charges
  and expenses of and incurred by the Disbursing Agent.                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | From and
  after the Effective Time, until a Letter of Transmittal is provided to the
  Disbursing Agent, each Outstanding Share shall represent for all purposes
  only the right to receive the merger consideration due in respect of such
  Outstanding Share pursuant to Sections 3.3 and 3.4 hereof. From
  and after the Effective Time, Shareholders shall have no right to vote or to
  receive any dividends or other distributions with respect to any Outstanding
  Shares, other than any distributions payable to holders of record as of a
  date prior to the Effective Time (but only to the extent the distributions
  have been approved in writing by Parent prior to their declaration and
  payment), and shall have no other rights other than as provided herein or by
  applicable Law.                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | At the
  Effective Time, the stock transfer books of the Company shall be closed, and
  there shall be no further registration of transfers on the transfer books of
  the Surviving Corporation of the Outstanding Shares which were outstanding
  immediately prior to the Effective Time. If, after the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

8

---



|                                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |     | Effective
  Time, Outstanding Shares are presented to the Surviving Corporation for any
  reason, they shall be cancelled and exchanged as provided in this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                      | (f) | Notwithstanding
  anything to the contrary in this Agreement, none of Parent, the Shareholder
  Representative, the Disbursing Agent or the Surviving Corporation shall be
  liable to any Person in respect of any cash delivered to a public official
  pursuant to any applicable abandoned property, escheat or similar law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4
  Payment Of Final Consideration.
|                                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                      | (a) | Parent shall
  prepare a statement (the Closing Date Statement) reflecting the
  matters referred to herein. The Closing Date Statement shall calculate the
  Aggregate Merger Consideration, the Final Per Share Merger Consideration, the
  Final Upward Adjustment (if any), and the Final Downward Adjustment (if any).
  A preliminary Closing Date Statement shall be delivered to the Shareholder
  Representative no later than 45 days after the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                      | (b) | The
  Shareholder Representative shall be permitted during the 45 day period
  following delivery of the preliminary Closing Date Statement to examine, and
  Parent shall make available, the books and records relied upon by Parent in
  preparing the preliminary Closing Date Statement. As promptly as practicable,
  and in no event later than the last day of such 45 day period, the
  Shareholder Representative shall either inform Parent in writing that the
  preliminary Closing Date Statement is acceptable or object to the preliminary
  Closing Date Statement by delivering to Parent a written statement setting
  forth a specific description of the Shareholder Representatives objections
  to the preliminary Closing Date Statement (the Statement of Objections)
  and the Shareholder Representatives calculation of any disputed amounts. If
  Parent shall not have received a Statement of Objections on or before the
  expiration of this 45 calendar day period, the Shareholder Representative (on
  behalf of all Shareholders) will be deemed irrevocably to have accepted
  Parents Closing Date Statement. If a Statement of Objections is delivered,
  Parent and the Shareholder Representative shall attempt in good faith to
  resolve any dispute within 30 days after delivery. If Parent and the Shareholder
  Representative are unable to resolve the dispute within such 30 days, a
  reputable regional independent accounting firm acceptable to both Parent and
  the Shareholder Representative (the Independent Accounting Firm)
  shall be instructed to resolve any unresolved objections related to
  accounting matters within thirty (30) days of submission. The Independent
  Accounting Firms decision shall be based solely on the Closing Date
  Statement, the Statement of Objections, supporting work papers and any written
  position papers submitted by the parties within five (5) days of submission
  of the dispute to the Independent Accounting Firm. The

9

---



|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |     | Independent
  Accounting Firms resolution of the accounting matters shall be conclusive,
  binding upon the parties, nonappealable, and not be subject to further
  review, and shall be considered a final arbitration award that is enforceable
  pursuant to the terms of the Federal Arbitration Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|              | (c) | If the
  Closing Date Statement as finally determined reflects a Final Downward
  Adjustment, the Final Downward Adjustment shall be withdrawn first, from the
  True-Up Reserve Amount on deposit pursuant to the Escrow Agreement, and
  second, if the True-Up Reserve Amount is not sufficient, from the then
  available portion of the Indemnification Amount on deposit pursuant to the
  Escrow Agreement (with no liability to the Shareholders or the Shareholder
  Representative if the True-Up Reserve Amount and the Indemnification Amounts
  are not sufficient). Any remaining portion of the True-Up Reserve Amount on
  deposit pursuant to the Escrow Agreement after the foregoing withdrawal shall
  be promptly deposited with the Disbursing Agent for payment to the
  Shareholders in accordance with the Shareholders Pro-Rata Portion, as final
  payment to the Shareholders, except to the extent any further amounts are
  released to the Shareholders from the Escrow Agreement.
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|              | (d) | If the
  Closing Date Statement as finally determined reflects a Final Upward
  Adjustment, Parent shall within 5 Business Days deposit the Final Upward
  Adjustment with the Disbursing Agent. In such event, Parent and the
  Shareholder Representative shall also direct the Escrow Agent to deposit the
  True-Up Reserve Amount (the True-Up Reserve Amount, together with any Final
  Upward Adjustment, is referred to as the Additional Payment) with
  the Disbursing Agent for payment to the Shareholders. The Disbursing Agent
  shall promptly pay to each Shareholder such Shareholders Pro-Rata Portion of
  the Additional Payment as final payment to the Shareholders, except to the
  extent any further amounts are released to the Shareholders from the Escrow
  Agreement.                                                                                                                                                                                                            
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.5
  Escrow.
|              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|              | (a) | On the
  Closing Date, Parent and the Shareholder Representative will execute and
  deliver an Escrow Agreement substantially similar to Exhibit C
  attached hereto, by and among Parent, the Shareholder Representative and the
  Escrow Agent (the Escrow Agreement), and Parent will deliver to the
  Escrow Agent, as agent, the Escrow Amount. The True-Up Reserve Amount shall
  be used to pay any Final Downward Adjustment, with the balance of any amount
  not so used being paid as set forth in Section 3.4. The
  Indemnification Amount shall be applied to satisfy any indemnity claims of
  Parent, the Surviving Corporation and their respective Indemnified Parties
  (if any) under Article IX and to pay the remaining portion of any
  Final Downward Adjustment if the True-Up Reserve Amount is not sufficient for
  such payment. The Shareholder Fund                                                                                                                               

10

---



|                                                                                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                         |     | Amount shall
  be available to reimburse the Shareholder Representative for out-of-pocket
  costs and expenses incurred in the performance of his duties hereunder
  (including, without limitation, costs incurred in connection with filing of
  Tax returns or audit costs of filed Tax returns) and to pay attorneys and
  accountants employed by the Shareholder Representative necessary to discharge
  the duties as Shareholder Representative and to defend any indemnification
  claim, but shall not be used to satisfy any indemnification obligations under
  Article IX or to pay any Final Downward Adjustment. The Escrow Amount
  will be held by the Escrow Agent in available funds in accordance with the
  terms and conditions of the Escrow Agreement and will be disbursed as
  provided in the Escrow Agreement. Any funds released from the Indemnification
  Amount because such amounts are no longer subject to indemnification claims
  shall first be paid to the Shareholder Representative to reimburse the
  Shareholder Representative for any previously unreimbursed costs and expenses,
  and then if determined by the Shareholder Representative, transferred to the
  Shareholder Fund Amount to provide for any reasonably anticipated costs and
  expenses, with the balance of any unused Shareholder Fund Amount being
  deposited with the Disbursing Agent for payment to the Shareholders based on
  their Pro-Rata Portion when the Shareholder Representative determines such
  funds are not needed.
|                                                                                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                         | (b) | Nothing in
  this Agreement is intended, and nothing in this Agreement shall be
  interpreted as, imposing upon the Parent, Newco or the Surviving Corporation
  any liability, economic obligation, or guarantee in favor of the Shareholder
  Representative or any party to this Agreement or any third party, including
  without limitation any obligation of Parent, Newco or Surviving Corporation
  to contribute monies to the Shareholder Fund Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.6
  Shareholders Meeting. The Company, acting through the Board of
  Directors, shall:
|                                                                                        
|                                                                                         | (a) | use all
  reasonable efforts to promptly prepare a proxy statement for the purposes of
  considering and taking action upon this Agreement (the Proxy Statement)
  and obtain and furnish the information required to be included by it in the
  Proxy Statement. The Company shall allow Parent reasonable opportunity to
  review and comment on the Proxy Statement and all amendments and supplements
  thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                         | (b) | except as
  otherwise provided in Section 6.2, include in the Proxy Statement (as
  defined above) the recommendation of the Board of Directors that shareholders
  of the Company vote in favor of the approval of the Merger and this
  Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                         | (c) | except as
  otherwise provided in Section 6.2, the Company shall use its
  reasonable efforts to solicit proxies in connection with the Shareholders
  Meeting (as hereinafter defined); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

11

---



| |     |                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | except as
  otherwise provided in Section 6.2, duly call, give notice of, convene
  and hold a special meeting of its shareholders for the purpose of considering
  and taking action upon this Agreement (the Shareholders Meeting), to
  be held as soon as practicable.

3.7
Tax Withholding. The Disbursing Agent shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to this Agreement to
any shareholder of the Company such amounts as the Shareholder Representative
and Parent reasonably and in good faith determine are required to be deducted
and withheld with respect to the making of such payment under the Code, or any
provision of state, local or foreign Tax Law. To the extent that amounts are so
withheld by the Disbursing Agent, such withheld amounts shall be treated for
all purposes of this Agreement as having been paid to the Shareholder in
respect of which such deduction and withholding was made by the Disbursing
Agent.

3.8
Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary, Outstanding Shares immediately prior to the Effective Time and held
by a holder who has not voted in favor of the Merger and who has demanded
payment for such Shares in accordance with Sections 302A.471 and 302A.473 of
the MBCA, if such Sections provide for dissenters rights for such Outstanding
Shares in the Merger (Dissenting Shares), shall not be converted into
the right to receive any merger consideration pursuant to the terms hereof,
unless and until such holder fails to perfect or withdraws or otherwise loses
the right to dissent and demand payment under the MBCA. If, after the Effective
Time, any such holder fails to perfect or withdraws or loses the right to
demand payment, then such Dissenting Shares shall thereupon be treated as if
they had been converted as of the Effective Time into the right to receive the
merger consideration to which such holder is entitled pursuant to the terms
hereof, without interest or dividends thereon, and such Outstanding Shares
shall no longer be Dissenting Shares. The Company shall give Parent prompt
notice of any notice received by the Company of intent to dissent and, prior to
the Effective Time, Parent shall have the right to participate in all negotiations
and proceedings with respect to such notice. Prior to the Effective Time, the
Company shall not, except with the prior written consent of Parent, make any
payment with respect to, or settle or offer to settle, with any such holder.

3.9
No Further Rights or Transfers. Except for the surrender of the
certificates representing the Outstanding Shares in exchange for the right to
receive the merger consideration due with respect to such shares in accordance
with the terms hereof with respect to each Outstanding Share or the perfection
of dissenters rights with respect to the Dissenting Shares, at and after the
Effective Time, the holder of Outstanding Shares shall cease to have any rights
as a shareholder of the Company, and no transfer of Outstanding Shares shall
thereafter be made on the stock transfer books of the Surviving Corporation.

3.10
Appointment of Shareholder Representative.

(a)
Each Shareholder, by approval of this Agreement (whether or not such
Shareholder votes in favor of this Agreement) and by accepting the Estimated
Per Share Merger Consideration and the Final Per Share Merger Consideration,
hereby irrevocably constitutes and appoints Walter S. Clay as the true and
lawful agent and attorney-in-fact (the Shareholder Representative)
with the powers set forth herein. If Walter S. Clay is unwilling or unable to

12

---



serve as
Shareholder Representative, a successor Shareholder Representative shall be
appointed by a plurality of Persons who held Outstanding Shares immediately
prior to the Effective Time, with each such Person voting based on the number
of Outstanding Shares so held. The absence of a Shareholder Representative, due
to resignation or any other reason whatsoever, shall not impair or prejudice
any right or remedy Parent may have at law or equity or under the terms of this
Agreement.

(b)
Parent shall be entitled to rely upon any communication or writings given by or
to, or executed by, the Shareholder Representative. All notices to be sent to
any Shareholder pursuant to this Agreement or any other agreement contemplated
hereby or delivered in connection herewith may be addressed to the Shareholder
Representative and any notice so sent or delivered shall be deemed proper and
sufficient notice to each Shareholder hereunder. The Shareholders hereby
consent and agree that the Shareholder Representative is authorized to accept
and deliver notice on behalf of each Shareholder pursuant hereto and pursuant
to all other agreements contemplated hereby or delivered in connection herewith
and to deliver waivers and consents on behalf of each Shareholder.

(c)
The Shareholder Representative is hereby appointed and constituted the true and
lawful attorney-in-fact of each Shareholder with full power in his, her, or its
name and on his, her, or its behalf to act according to the terms of this
Agreement and the Escrow Agreement and all other agreements contemplated hereby
or thereby or delivered in connection herewith or therewith in the absolute
discretion of the Shareholder Representative, and in general to do all things
and to perform all acts including amending this Agreement or the Escrow
Agreement (other than to reduce the Final Per Share Merger Consideration by
more than one percent (1%)) and executing and delivering all agreements,
certificates, receipts, instructions and other instruments contemplated by or
deemed advisable in connection with this Agreement or the Escrow Agreement.
This power of attorney and all authority hereby conferred is granted subject to
the interest of the other Shareholders hereunder and in consideration of the
mutual covenants and agreements made herein, and shall be irrevocable and
coupled with an interest and shall not be terminated by any act of any
Shareholder or by operation of law, whether by death or other event. In
addition to the foregoing, the Shareholder Representative shall have full power
and authority on behalf of the Shareholders to (i) take any action which the
Shareholder Representative is required or permitted to take under this
Agreement, the Escrow Agreement and related documents and (ii) negotiate,
settle and compromise and otherwise handle all claims of the Parent Parties
with respect to Company Related Damages.

(d)
Nothing in this Agreement is intended, and nothing in this Agreement shall be
interpreted as, imposing upon the Shareholder Representative, as the agent and
attorney-in fact for the Shareholders any personal liability, personal economic
obligation, or personal guarantee in favor of any party to this Agreement or
any third party. The Shareholder Representative and any agent employed by the
Shareholder Representative shall not have any liability to any Shareholder
related to the Shareholder Representatives duties hereunder, except for
intentional fraud, willful misconduct or bad faith. The Shareholders agree to
indemnify and hold the Shareholder Representative harmless (based on such
Shareholders Pro-Rata Portion) against any loss, liability or expense incurred
without fraud, willful misconduct or bad faith on the part of the Shareholder
Representative, arising out of or in connection with carrying out its duties
hereunder, including the costs and expenses of defending against any claim of
liability in

13

---



connection
with the exercise or performance of any of its powers or duties hereunder
(including reasonable attorneys fees and expenses).

(e)
In furtherance of its role, the Shareholder Representative shall be entitled to
incur such reasonable costs and expenses as the Shareholder Representative may
deem appropriate under the circumstances, which expenses may include, but shall
not be limited to, hiring attorneys, accountants, appraisers, and other
professional advisors. Each Shareholder shall be responsible to reimburse the
Shareholder Representative for such Shareholders Pro Rata Portion of all such
costs and expenses incurred by the Shareholder Representative within ten days
of written notification from the Shareholder Representative. The Shareholder
Representative shall receive a fee of $2,000.00 per month for his services,
which amount shall be paid from the Shareholder Fund Amount (it being
understood that neither the Surviving Corporation, Parent, Newco nor any of
their respective Affiliates shall have any liability or obligation for any
costs or expenses relating to or incurred by the Shareholder Representative).

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The
Company hereby makes the representations and warranties in the following
sections of this Article IV to Parent and Newco, except as qualified or
supplemented by schedules in the Company Disclosure Schedule attached hereto.
Each such schedule is numbered by reference to representations and warranties
in a specific section of this Article IV; provided, however, that an
exception or qualification to any representations or warranties in one section
shall be deemed disclosed with respect to each other warranty or representation
in this Agreement only to the extent that it is reasonably apparent that such
exception or qualification should apply to such other section in this
Agreement. The inclusion of any exception, qualification or supplemental
disclosure to such Company Disclosure Schedule shall not be deemed an admission
that such item is a material fact, event or circumstance or that such item has
had, or would reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect.

4.1
Corporate Organization and Qualification. Schedule 4.1 contains a
correct and complete list of the Subsidiaries as of the date hereof. Each of
the Company Parties is a corporation duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of incorporation
and is qualified and in good standing as a foreign corporation in each
jurisdiction where the properties owned, leased or operated or the business
conducted by it require such qualification, except where failure to so qualify
or be in good standing would not have a Company Material Adverse Effect. Each
of the Company Parties has all requisite corporate power and authority to own
its properties and to carry on its business as it is now being conducted except
where failure to have such power and authority would not have a Company
Material Adverse Effect. The Company has previously made available to Parent
complete and correct copies of the Companys and each of its Subsidiarys
Articles of Incorporation, as amended, and By-Laws, as amended.

4.2
Capitalization. The authorized capital stock of the Company consists of
270,000 shares of common stock, par value $10.00 per share (the Shares).
As of May 31, 2007, 63,326 shares of Common Stock were issued and outstanding,
which shares are owned by the shareholders of the Company as set forth on Annex
B hereto, and there have been no changes

14

---



since such
date (Outstanding Shares). All of the Outstanding Shares of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable. Except as set forth on Schedule 4.2, all outstanding
shares of capital stock of the Companys Subsidiaries are owned by the Company,
free and clear of all Liens, charges, encumbrances, claims and options of any
nature. Except as set forth above and on Schedule 4.2, there are
not as of the date hereof any outstanding or authorized options, warrants,
calls, rights (including preemptive rights), commitments or any other
agreements of any character which any Company Party is a party to, or may be
bound by, requiring it to issue, transfer, sell, purchase, redeem or acquire
any Shares or any securities or rights convertible into, exchangeable for, or
evidencing the right to subscribe for, any Shares or any shares of the capital
stock of any of its Subsidiaries. Except
as set forth on Schedule 4.2, (i) none of the Company Parties participates
in or has any interest in any Joint Venture (the Company Joint Ventures),
(ii) none of the Company Parties has any obligation to make any capital
contributions, or otherwise provide assets or cash, to any Joint Venture and
(iii) none of the Company Parties is party to or bound by any agreement
(whether written or verbal) relating to any Joint Venture.

4.3
Authority Relative to This Agreement. The Company has the requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. This Agreement and the
consummation by the Company of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors and no other corporate
proceedings on the part of the Company are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby, other than, with respect
to the Merger, the approval of the Merger and this Agreement by holders of the
Outstanding Shares in accordance with the MBCA. The Board of Directors of the
Company has determined this Agreement and the transactions contemplated hereby
are fair to and in the best interest of the holders of the Outstanding Shares
and has recommended the approval and adoption of this Agreement by the
Companys Shareholders. This Agreement has been duly and validly executed and
delivered by the Company and, assuming this Agreement constitutes the valid and
binding agreement of Parent and Newco, constitutes the valid and binding
agreement of the Company, and each of the ancillary agreements relating hereto
to which the Company is a party has been duly authorized by the Company, and
upon execution and delivery by the Company shall be enforceable against the
Company in accordance with its terms, except that such enforceability may be
limited in each case by (i) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law). The Company
is not an investment company, as such term is defined in Section 3(a) of the
Investment Company Act of 1940.

4.4
Consents and Approvals; No Violation.

| |     |                                                                                                                                          |                                                                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Neither the
 execution and delivery of this Agreement nor the consummation by the Company
 of the transactions contemplated hereby will:
| |     |                                                                                                                                         
| |     | (i)                                                                                                                                      | conflict
 with or result in any breach of any provision of the respective articles of
 incorporation, as amended, or by-laws, as amended, articles of organization,
 as amended, or member control

15

---



| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       | agreements,
 as amended, of any Company Party or, to the Knowledge of the Company, any
 Company Joint Venture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (ii)  | require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, except (A) in connection with
the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the HSR Act), (B) the filing of the
articles of merger pursuant to the MBCA and appropriate documents with the
relevant authorities of other states in which any of the Company Parties are
authorized to do business, if any, (C) such filings and consents as may be
required by the Federal Communications Commission (the FCC) or the
FCC Rules, or the rules and regulations promulgated by the Minnesota Public
Utilities Commission (collectively the State Communications Laws and
Regulations) as set forth on Schedule 4.4(a), (D) such filings and
consents as may be required under any environmental, health or safety law or
regulation pertaining to any notification, disclosure or required approval
triggered by the Merger or the transactions contemplated by this Agreement as
set forth on Schedule 4.4(a), (E) where the failure to obtain such
consent, approval, authorization or permit, or to make such filing or
notification, would not individually or in the aggregate be material to the
Company Parties taken as a whole, or (F) such filings, consents, approvals,
orders, registrations and declarations as may be required as a result of the
status or identity of Parent and/or Newco;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (iii) | except as
 set forth in Schedule 4.4(a), result in a violation
 or breach of, or constitute (with or without due notice or lapse of time or
 both) a default (or give rise to any right of termination, cancellation or
 acceleration or Lien) under any of the terms, conditions or provisions of any
 note, Company Permit, agreement or other instrument or obligation to which
 any of the Company Parties are party or by which any of their assets may be
 bound, except for such violations, breaches and defaults (or rights of
 termination, cancellation or acceleration or Lien or other charge or
 encumbrance) as to which requisite waivers or consents have been obtained or which
 are not individually or in the aggregate material to the Company Parties
 taken as a whole or would not individually or in the aggregate adversely
 affect the consummation of the transactions contemplated hereby;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (iv)  | to the
 Knowledge of the Executives, except as set forth in Schedule 4.4(a),
 result in a violation or breach of, or constitute (with or without due notice
 or lapse of time or both) a default (or give rise to any right of
 termination, cancellation or acceleration or Lien) under any of the terms,
 conditions or provisions of any note,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

16

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                     | Company
 Joint Venture Permit, agreement or other instrument or obligation to which
 any of the Company Joint Ventures are party or by which any of their assets
 may be bound, except for such violations, breaches and defaults (or rights of
 termination, cancellation or acceleration or Lien or other charge or
 encumbrance) as to which requisite waivers or consents have been obtained or
 which are not individually or in the aggregate material to the applicable
 Company Joint Venture;                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                 | assuming the
 consents, approvals, authorizations or permits and filings or notifications
 referred to in this Section 4.4(a) are duly and timely obtained or
 made and, with respect to the Merger, the approval of the Merger and this
 Agreement by the Companys Shareholders has been obtained, violate any order,
 writ, injunction, decree, statute, rule or regulation applicable to the
 Company Parties or to any of their respective assets, except for violations
 which are not individually or in the aggregate material to the Company
 Parties taken as a whole or individually or in the aggregate would adversely
 affect the consummation of the transactions contemplated hereby; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                | to the
 Knowledge of the Executives and assuming the consents, approvals,
 authorizations or permits and filings or notifications referred to in this Section
 4.4(a) are duly and timely obtained or made, violate any order, writ,
 injunction, decree, statute, rule or regulation applicable to the Company
 Joint Ventures or to any of their respective assets, except for violations
 which are not individually or in the aggregate material to the applicable
 Company Joint Venture.                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The
 affirmative vote of more than 662/3% of the voting power of the
 Outstanding Shares in favor of the approval of this Agreement (the Company
 Shareholder Approval) is the only vote of the holders of any class or
 series of the Companys or its Subsidiaries securities necessary to approve
 this Agreement, the Merger and the other transactions contemplated hereby.

4.5
Financial Statements; Undisclosed Liabilities.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a) | Schedule
 4.5(a) contains (i) the audited consolidated balance
 sheet of the Company as of December 31, 2006 (the Year-End Balance Sheet)
 and the related audited consolidated statements of income and cash flows for
 the fiscal year then ended, together with the appropriate notes to such
 financial statements and the report thereon of Olsen Thielen & Co., Ltd.
 (the Year-End Financials) and (ii) the unaudited consolidated
 balance sheet of the Company (the Interim Balance Sheet) as of March
 31, 2007 (the Balance Sheet
 Date) and the related unaudited statements of

17

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | income and
 cash flows for the six (6) months
 then ended (the Interim Financials and, together with the Year-End
 Financials, the Financial Statements). The Financial Statements (a)
 comply in all material respects with applicable accounting requirements, (b)
 have been prepared in accordance with GAAP applied on a basis consistent with
 prior periods (except as otherwise noted therein), and (c) present fairly, in
 all material respects, the consolidated financial position of the Company
 Parties as of their respective dates, and the consolidated results of their
 operations and their cash flows for the periods presented therein (subject,
 in the case of the Interim Financials, to normal year-end adjustments).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Except as
 set forth on Schedule 4.5(b), none of the Company
 Parties has any liabilities or obligations of any kind whatsoever, whether
 accrued, contingent, absolute, determined, determinable or otherwise, which
 are not shown or which are in excess of amounts shown or reserved for in the
 Interim Balance Sheet, and there is no existing condition, situation or set
 of circumstances that would reasonably be expected to result in such a
 liability or obligation, other than:                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | liabilities
 or obligations of the same nature as those set forth in the Interim Balance
 Sheet reasonably incurred in the ordinary course of business consistent with
 past practices since the Balance Sheet Date, or                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | liabilities
 and obligations that would not, individually or in the aggregate, be material
 to the Company Parties taken as a whole (it being understood that for purposes
 of this Section 4.5(b)(ii), liabilities or obligations that,
 individually or in the aggregate, exceed $75,000 shall be material).

4.6
Absence of Certain Changes or Events.

| |     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Since the
 Balance Sheet Date, the Company has not suffered any Company Material Adverse
 Effect and there are not any facts, circumstances or events that are
 reasonably likely to have a Company Material Adverse Effect.
| |     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Since the
 Balance Sheet Date, except as disclosed on Schedule 4.6(b), the
 business of the Company Parties has been conducted in the ordinary course
 consistent with past practices and there has not been:               
| |     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                          | any
 declaration, setting aside or payment of any dividend or other distribution
 with respect to any Outstanding Shares, or any repurchase, redemption or
 other acquisition by the Company or any of its Subsidiaries of any
 outstanding shares of capital stock or other securities of, or other
 ownership interests in, the Company or any of its Subsidiaries;

18

---



| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii)   | any split,
 combination or reclassification of any shares of the Company or any of its
 Subsidiaries or any issuance or the authorization of any issuance of any
 securities of the Company or any of its Subsidiaries;                                                                                                                                                                                                                                       
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (iii)  | any
 amendment of any term of any outstanding security of the Company or any of
 its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                            
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (iv)   | any
 incurrence, assumption or guarantee by the Company or any of its Subsidiaries
 of any indebtedness for borrowed money;                                                                                                                                                                                                                                                                                                                                   
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (v)    | any creation
 or other incurrence by the Company or any of its Subsidiaries of any Lien on
 the Outstanding Shares or any other material asset;                                                                                                                                                                                                                                                                                                               
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (vi)   | any making
 of any loan, advance or capital contributions to or investment in any Person
 other than loans, advances or capital contributions to or investments in
 Subsidiaries in the ordinary course of business consistent with past
 practices;                                                                                                                                                                                                          
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (vii)  | any damage,
 destruction or other casualty loss (whether or not covered by insurance)
 affecting the business or assets of the Company or any of its Subsidiaries of
 more than $25,000, individually or in the aggregate;                                                                                                                                                                                                                                    
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (viii) | any
 transaction or commitment made, or any contract or agreement entered into, by
 the Company or any of its Subsidiaries relating to its assets or business (including
 the acquisition or disposition of any assets and whether such transaction has
 entered into with an independent third Person or as an Affiliate of the
 Company);                                                                                                                   
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (ix)   | any
 relinquishment by the Company or any of its Subsidiaries of any contract or
 other right, other than in the ordinary course of business consistent with
 past practices and those contemplated by this Agreement;                                                                                                                                                                                                                                        
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (x)    | any change
 in any method of accounting or accounting principles or practice by the
 Company or any of its Subsidiaries, except for any such change required by
 reason of a concurrent change in GAAP;                                                                                                                                                                                                                                                       
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (xi)   | other than
 as disclosed on Schedule 4.10(a) and Schedule
 4.10(d), any (1) grant of any severance or termination pay to (or
 amendment to any existing arrangement with) any director, officer or employee
 of the Company or any of its Subsidiaries, (2) new or increase in benefits
 payable under any existing severance or termination pay policies or
 employment agreements, (3) any employment, deferred compensation or other
 similar agreement (or

19

---



| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        | any
 amendment to any such existing agreement) entered into with any director or
 officer of the Company or any of its Subsidiaries, the establishment,
 adoption or amendment (except as required by applicable Law) of any
 collective bargaining agreement, bonus, profit-sharing, thrift, pension,
 retirement, deferred compensation, compensation, stock option, restricted
 stock or other benefit plan or arrangement covering any director, officer or
 employee of the Company or any of its Subsidiaries, (4) increase in
 compensation, bonus or other benefits payable to any director or officer of
 the Company or any Subsidiary of it, or increase in compensation of any
 employee of the Company or any of its Subsidiaries other than the Company
 wide annual adjustment in compensation in the ordinary course of business,
 consistent with past practice, or (5) loans by the Company or its
 Subsidiaries to any officer, director or any employee, forgiveness of any
 indebtedness owed by an officer, director or employee to the Company or any
 of its Subsidiaries or guarantees by the Company or any of its Subsidiaries
 of any obligations of any officer, director or employee;
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xii)  | any hiring
 or termination of any officer, member of senior management or key employee or
 consultant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xiii) | any labor
 dispute, other than routine individual grievances, or any activity or
 proceeding by a labor union or representative thereof to organize any
 employees of the Company or any of its Subsidiaries, or any lockouts,
 strikes, slowdowns, work stoppages or threats thereof by or with respect to
 such employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xiv)  | any Tax
 election made or changed, any annual tax accounting period changed, any
 method of tax accounting adopted or changed, any amended Tax returns or
 claims for Tax refunds filed, any closing agreement entered into, any Tax
 claim, audit or assessment settled, or any right to claim a Tax refund,
 offset or other reduction in Tax liability surrendered;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xv)   | any material
 change in the business or the operations of the Company or any of its
 Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xvi)  | any making
 of any capital expenditure or entry into any contract or commitment therefor,
 that individually or in the aggregate exceeds $100,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (xvii) | any payment
 of any claims against such entity (including settlement of any claims and
 litigation against such entity or the payment or settlement of any
 obligations or liabilities of such entity), other than in the ordinary course
 of business consistent with past practice;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

20

---



| |         |                                                                                                                                                                                                                                                              
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (xviii) | making of
 any forward purchase commitments (other than those in the aggregate involving
 less than $100,000), except as required in the ordinary course of business to
 fulfill specific customer orders obtained before such purchase commitment was
 made;
| |         |                                                                                                                                                                                                                                                              
| | (xix)   | any
 acceleration or delay of the collection of any notes or accounts receivable
 in advance of or beyond their regular due dates or the dates when the same
 would have been collected in the ordinary course of business consistent with
 past practice;   
| |         |                                                                                                                                                                                                                                                              
| | (xx)    | any delay or
 acceleration of the payment of any account payable or other liability beyond
 or in advance of its due date or the date when such liability would have been
 paid in the ordinary course of business consistent with past practice;            
| |         |                                                                                                                                                                                                                                                              
| | (xxi)   | any taking
 of any action to accelerate purchasing by distributors, sales representatives
 or any other sales channels, including the offer of any exceptional discount
 or extended payment terms; or                                                       
| |         |                                                                                                                                                                                                                                                              
| | (xxii)  | any entry
 into any contract, agreement, arrangement or understanding by the Company or
 any of its Subsidiaries to do any of the things described in the preceding
 clauses (i) through (xxi).                                                              

4.7
Litigation. Except as disclosed on Schedule 4.7, as of the date
of this Agreement there are no actions, claims, suits, charges, proceedings or
governmental investigations pending or, to the Knowledge of the Company,
threatened, against or affecting any of the Company Parties, or which seeks to
prevent, enjoin, alter or delay the Merger or any of the other transactions
contemplated hereby. Except as disclosed on Schedule 4.7, to the
Knowledge of the Executives, as of the date of this Agreement there are no
actions, claims, suits, charges, proceedings or governmental investigations pending
or threatened, against or affecting any of the Company Joint Ventures.

4.8
Proxy Statement. The Proxy Statement and similar materials distributed
to the Companys shareholders in connection with the Merger, including any
amendments or supplements thereto will comply in all material respects with
applicable federal securities laws, and the Proxy Statement will not, at the
time that it or any amendment or supplement thereto is mailed to the Companys
Shareholders, at the time of the Shareholders Meeting or at the Effective Time
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading except that no representation is made by the Company with respect to
information supplied by Newco or Parent for inclusion in the Proxy Statement.

4.9
Taxes.

| |     |                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Tax Returns.
 For all years for which the applicable statutory period of limitation has not
 expired, the Company Parties have (and, to the Knowledge of the Executives,
 each of the Company Joint Ventures has)

21

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | timely and
 properly filed all material federal, state, local and foreign Tax returns
 (including but not limited to income, franchise, sales, payroll, employee
 withholding and social security and unemployment) which were or (in the case
 of returns not yet due but due on or before the date of the Closing, taking
 into account any valid extension of the time for filing) will be required to
 be filed. The Company Parties have (and, to the Knowledge of the Executives,
 each of the Company Joint Ventures has) paid all Taxes (including interest
 and penalties) and withholding amounts owed by them (whether or not shown on
 any tax return). No unpaid Tax deficiencies have been proposed or assessed in
 writing against the Company Parties (or, to the Knowledge of the Executives,
 any of the Company Joint Ventures), and no Tax deficiencies, whether paid or
 unpaid, have been proposed or assessed in writing against the Company Parties
 (or, to the Knowledge of the Executives, the Company Joint Ventures) since
 January 1, 2004. Except as set forth in Schedule 4.9, neither the
 Company Parties (nor, to the Knowledge of the Executives, the Company Joint
 Ventures), are liable for any Taxes attributable to any other Person, whether
 by reason of being a member of another affiliated group, being a party to a
 Tax sharing agreement, as a transferee or successor, or otherwise.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Audits.
 There is no claim, audit, action, suit, proceeding or investigation now
 pending or, to the Knowledge of the Company, threatened against or with
 respect to the Company Parties in respect of any Tax (including but not
 limited to income, franchise, sales, payroll, employee withholding and social
 security and unemployment) or Tax return. To the Knowledge of the Executives,
 there is no claim, audit, action, suit, proceeding or investigation now
 pending or threatened against or with respect to any of the Company Joint
 Ventures in respect of any Tax (including but not limited to income,
 franchise, sales, payroll, employee withholding and social security and
 unemployment) or Tax return. Except as set forth in Schedule 4.9, none
 of the Company Parties (and, to the Knowledge of the Executives, none of the
 Company Joint Ventures) is a current beneficiary of any extension of time
 within which to file any Tax return, and none of Company Parties has (and, to
 the Knowledge of the Executives, none of the Company Joint Ventures has)
 consented to any extension of the statute of limitations with respect to any
 open federal, state or local Tax returns.                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | Liens.
 Except as set forth in Schedule 4.9, there are no Tax liens upon any
 property or assets of the Company Parties (or, to the Knowledge of the
 Executives, the Company Joint Ventures) except for liens for current Taxes
 not yet due and payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | Withholding
 Taxes. The Company Parties have (and, to the
 Knowledge of the Executives, each of the Company Joint Ventures has) properly
 withheld and timely paid all material withholding and employment Taxes which
 they were required to withhold and pay relating to salaries,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

22

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | compensation
 and other amounts heretofore paid to their employees or independent
 contractors. All Forms W-2 and 1099 relating to the Company Parties required
 to be filed have been timely and properly filed except where the failure to
 file is not individually or in the aggregate material to the Company Parties
 taken as a whole. To the Knowledge of the Executives, all Forms W-2 and 1099
 relating to the Company Joint Ventures required to be filed have been timely
 and properly filed except where the failure to file is not individually or in
 the aggregate material to the applicable Company Joint Venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | Other
 Representations. None of the Company Parties (or, to
 the Knowledge of the Executives, any of the Company Joint Ventures) have
 filed any consent under Section 34l(f) of the Code or agreed to have Section
 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as
 defined in Section 341 (f)(4) of the Code) owned by any of the Company
 Parties or the Company Joint Ventures. Except as set forth in Schedule 4.9,
 there is no contract, agreement, plan or arrangement to which any of the
 Company Parties (or, to the Knowledge of the Executives, any of the Company
 Joint Ventures) is a party, including but not limited to the provisions of
 this Agreement, covering any employee or former employee of any such party
 that, individually or collectively, could give rise to the payment of any
 amount that would not be deductible pursuant to Section 280G or 162(m) of the
 Code or provides reimbursement or indemnification of any officer, director or
 employee for any Tax liability of such person under Code Sections 409A or
 4999. Except as set forth on Schedule 4.9, during the five-year period
 ending on the date hereof, none of the Company Parties (or, to the Knowledge
 of the Executives, any of the Company Joint Ventures) was a distributing or
 controlled corporation in a transaction intended to be governed by Section
 355 of the Code.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | Except as
 set forth on Schedule 4.9, the Company Parties will
 not be required (and, to the Knowledge of the Executives, none of the Company
 Joint Ventures will be required) to include any item of income in, or exclude
 any item of deduction from, taxable income for any taxable period (or portion
 thereof) ending after the date of the Closing as a result of any:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Change in
 method of accounting for a taxable period ending on or prior to the date of
 the Closing;                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | closing
 agreement as described in Code §7121 (or any corresponding or similar
 provision of state, local or foreign income Tax law) executed on or prior to
 the date of the Closing;         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | intercompany
 transactions or any excess loss account described in Treasury Regulations
 under Code §1502 (or any corresponding or similar provision or state, local
 or foreign income Tax law);

23

---



| |      |                                                                                                   
| | ---- | --------------------------------------------------------------------------------------------------
| | (iv) | installment
 sale or open transaction disposition made on or prior to the date of the
 Closing; or
| |      |                                                                                                   
| | (v)  | prepaid
 amount received on or prior to the date of the Closing.                                  

4.10
Employee Benefit Plans; Labor Matters.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Schedule
 4.10(a) contains a correct and complete list
 identifying each employee benefit plan, as defined in Section 3(3) of
 ERISA, each employment, consulting, sales, severance or similar contract,
 plan, arrangement or policy and each other plan or arrangement (written or
 oral) providing for compensation, bonuses, profit-sharing, stock option or
 other stock related rights or other forms of incentive or deferred
 compensation, vacation benefits, insurance (including any self-insured
 arrangements), health or medical benefits, employee assistance program,
 disability or sick leave benefits, workers compensation, supplemental
 unemployment benefits, severance benefits and post-employment or retirement
 benefits (including compensation, pension, health, medical or life insurance
 benefits) fringe benefits or prerequisites which is maintained, administered
 or contributed to by the Company or any ERISA Affiliate and covers any
 employee, former employee, director or service provider of the Company or any
 of its Subsidiaries, or with respect to which the Company or any ERISA
 Affiliate has any liability. Copies of such plans (and, if applicable,
 related trust or funding agreements or insurance policies) and all amendments
 thereto and written interpretations thereof and material employee
 communications (including Summary Plan Descriptions) have been furnished to
 Parent together with the most recent annual report (Form 5500 including, if
 applicable, Schedule B thereto) and Tax return (Form 990) prepared in
 connection with any such plan or trust. Such plans are referred to
 collectively herein as the Company Plans. ERISA means the
 Employee Retirement Income Security Act of 1974, as amended.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Neither the
 Company nor any ERISA Affiliate nor any predecessor thereof contributes to,
 or has in the past contributed to, or has any liability with respect to any
 multiemployer plan, as defined in Section 3(37) of ERISA (a Multiemployer
 Plan). ERISA Affiliate of any entity means any other entity
 that, together with such entity, would be treated as a single employer under
 Section 414 of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | With respect
 to the Company Plans: (i) each Company Plan intended to be qualified under
 Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code),
 has received a favorable determination letter from the Internal Revenue
 Service (the IRS) that it is so qualified and nothing has occurred
 since the date of such letter that is reasonably likely to affect the
 qualified status of such Company Plan; (ii) each Company Plan has been
 operated in all material respects in accordance with its terms and the
 requirements of applicable Law; (iii) neither the Company nor any of its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

24

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | ERISA
 Affiliates maintains or contributes to or has any liability with respect to
 any defined benefit plan subject to Title IV of ERISA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | Schedule
 4.10(d) sets forth a true and complete list of each
 director, officer and employee of the Company Parties as of August 2, 2007, the title or job classification
 of each such person, and the compensation to be paid to each such person
 during 2007, and a list of any employee who is on a leave of absence from the
 Company, the date such leave began, the date the leave is expected to end and
 the benefits received during the leave.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | None of the
 Company Parties is a party to any collective bargaining agreement, and none
 of them are under any obligation to bargain in good faith for the same. To
 the Knowledge of the Executives, none of the Company Joint Ventures is a
 party to any collective bargaining agreement, and none of them are under any
 obligation to bargain in good faith for the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | There has
 not been, there is not presently pending or existing, and to the Companys
 Knowledge there is not threatened: any strike, shutdown, picketing, work
 stoppage, or employee grievance process. Except as set forth on Schedule
 4.10(f), there are no proceedings against or affecting the Company
 Parties relating to the alleged violation of any legal requirement pertaining
 to labor relations or employment matters, including but not limited to any
 charge or complaint filed by an employee, former employee, applicant or union
 with a court of law, the National Labor Relations Board, the U.S. Department
 of Labor, the Occupational Safety and Health Administration, the Office of Federal
 Contract Compliance, the Equal Employment Opportunity Commission, Immigration
 Compliance & Enforcement, Homeland Security or any comparable government
 body; any organizational activity; or other labor or employment dispute
 against or affecting the Company Parties or its premises, and including but
 not limited to any charge or claim for wrongful termination, discrimination,
 harassment, breach of implied or express contract, defamation, promissory
 estoppel, breach of covenant of good faith and fair dealing, unfair labor
 practices, wage and hour violations, and for violation of any federal, state,
 or local laws governing employment.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | Except as
 disclosed in Schedule 4.10(g), all employees of
 Company Parties are employed at-will and may be terminated by the Surviving
 Corporation without cause, without any liability and without obligation other
 than compliance with applicable benefits continuation laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | The Company
 Parties have complied in all material respects with all provisions of applicable
 Law pertaining to the employment of employees, including, without limitation,
 all such laws relating to labor relations,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

25

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | equal
 employment, fair employment practices, entitlements, prohibited
 discrimination or other similar employment practices or acts.                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | Each
 employee hired within the previous three years has completed and the Company
 Parties have obtained a U.S. Citizenship and Immigration Services (USCIS)
 Form I-9 in accordance with applicable rules and regulations, and to the
 Knowledge of the Company, there are no current employees who are not in
 lawful status pursuant to the immigration laws of the United States.

4.11
Environmental Laws and Regulations. Except as set forth in Schedule
4.11, (i) the Company Parties are, and at all times have been, in
compliance in all material respects with all applicable federal (including,
without limitation, CERCLA and TSCA), state (including, without limitation,
MERLA), local and foreign laws, requirements, orders and standards of conduct
and regulations relating to pollution or protection of human health or the
environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata) (collectively, Environmental Laws),
(ii) none of the Company Parties has received written notice of, or, is the
subject of, any action, cause of action, claim, investigation, demand or notice
by any Person or entity alleging liability under or noncompliance with any
Environmental Law, (iii) the past and present Company Property (including
soils, groundwaters, surface water, buildings or other structures) is not
contaminated with any Hazardous Substances, (iv) to the Knowledge of the
Executives, the past and present Company Joint Venture Property (including
soils, groundwaters, surface water, buildings or other structures) is not
contaminated with any Hazardous Materials, (v) none of the Company Parties are
subject to liability for any Hazardous Substances disposed on or contamination
of any third party property, (vi) none of the Company Parties are subject to
any orders, decrees, injunctions or other arrangements with any Governmental
Entity or are subject to any indemnity or other agreement with any third party
relating to liability under Environmental Laws or relating to Hazardous
Substances, (vii) the Company Parties are in compliance with all permits,
licenses, certificates and other authorizations relating to Environmental Laws,
and (viii) to the Knowledge of the Company, none of the Company Parties is
subject to any circumstances or conditions that could reasonably be expected to
result in any claims, liabilities, investigations, costs or restrictions on the
ownership, use or transfer of any of its properties under Environmental Laws.
The Company has provided to Parent copies of all reports, surveys, studies and
similar documents within the Companys possession or control regarding
compliance with Environmental Laws, the presence of Hazardous Substances and
similar matters with respect to Real Property (as hereinafter defined).

4.12
Intangible Property.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Schedule
 4.12 contains a list of all United States and
 foreign (i) registrations and applications for copyrights, (ii) issued and
 pending patents (and all reissues) and patent applications (including the
 name of the holder of any such issued or pending patent or patent
 application) and (iii) registrations and applications for trademarks, and of
 other marks, trade names, brand names or other trade rights, in each case
 that are owned or licensed to the Company Parties (collectively, the Intangible

26

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Property).
 The Company or a Subsidiary of the Company is the owner of, or a licensee
 under a valid and enforceable license for, all items of Intangible Property
 that are used by the Company or any of its Subsidiaries in all jurisdictions
 where their businesses have been or are being conducted. The consummation of
 the transactions contemplated hereby will not impair the Companys or any of
 its Subsidiaries ownership or use of any Intangible Property.                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | None of the
 Company Parties have received any notice that its or any third partys use of
 any item of Intangible Property is interfering with, infringing upon or
 otherwise violating the rights of such Company Party or any third party in or
 to such Intangible Property, and no proceedings have been instituted against
 or written (or, to the Knowledge of the Company, verbal) notices have been
 received by any Company Party alleging that the use or proposed use of any
 item of Intangible Property by any such Company Party or any third party
 infringes upon or otherwise violates any rights of any such Company Party or
 a third party in or to such Intangible Property and, to the Knowledge of the
 Company, there is no basis for such claim or proceeding.

4.13
Compliance with Laws and Orders. Except as set forth in Schedule 4.13,
the Company Parties have complied in all material respects with all (i) laws,
statutes, rules and regulations, codes, ordinances having the effect of law of
the United States or any state, county, city or other political subdivision
thereof or of any other domestic or foreign government or regulatory authority,
including those pertaining to electrical, building, zoning, subdivision, land
use and occupational safety and health requirements (Laws) and (ii)
writs, judgments, decrees, injunctions or similar orders of any governmental or
regulatory authority, in each case, whether preliminary or final, (an Order),
which Laws or Orders are applicable to the Company Parties or any of their
respective assets and properties. The Shareholder Representative does not have
any actual knowledge that the Company Joint Ventures have failed to comply in
all material respects with all Laws and Orders that are applicable to the
Company Joint Ventures or any of their respective assets and properties.

4.14
Certain Agreements.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Except as
 set forth in Schedule 4.14(a), none of the Company
 Parties is a party to any oral or written agreement or plan, including any
 Company Plan, any of the benefits of which will be increased, or the vesting
 of the benefits of which will be accelerated, by the occurrence of any of the
 transactions contemplated by this Agreement or the value of any of the
 benefits of which will be calculated on the basis of any of the transactions
 contemplated by this Agreement. Except as described in Schedule 4.14(a),
 the transactions contemplated by this Agreement will not constitute a change
 of control under, require the consent from or the giving of notice to any
 third party pursuant to, or accelerate the vesting or repurchase rights
 under, the terms, conditions or provisions of any loan or credit agreement,
 note, bond, mortgage or indenture or any license, lease,

27

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | contract
 agreement or other instrument or obligation to which any Company Party (or,
 to the Knowledge of the Executives, any Company Joint Venture) is a party or
 by which any of them or any of their properties or assets may be bound. Except
 as set forth in Schedule 4.14(a), (i) there are no amounts payable by any
 Company Party to any of its officers or other employees as a result of the
 transactions contemplated by this Agreement and/or any subsequent employment
 termination and (ii) to the Knowledge of the Executives, there are no amounts
 payable by any Company Joint Venture to any of its officers or other
 employees as a result of the transactions contemplated by this Agreement
 and/or any subsequent employment termination.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | Except as
 set forth on Schedule 4.14(b), none of the Company
 Parties is a party to or bound by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any (x)
 lease or sublease of real property or (y) other lease or sublease providing
 for annual rentals of $25,000 or more;                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any
 agreement for the sale, purchase or license of materials, supplies, goods,
 services, equipment or other tangible or intangible assets providing for
 scheduled annual payments by or to the Company Parties or the Company Joint
 Ventures of $25,000 or more;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | development,
 alliance, agency, dealer, sales representative, marketing, distribution, or
 other similar agreement or arrangement;                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any
 agreement, contract or commitment relating to the acquisition or disposition
 of any business (whether by merger, sale of stock, sale of assets or
 otherwise) entered into since January 1, 2002;                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any
 mortgages, indentures, loans or credit agreements, security agreements or
 other written agreements or instruments relating to the borrowing of money or
 extension of credit (including any interest rate swap, cap, collar, hedge or
 similar agreement);                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any
 guarantee of the obligations of customers, suppliers, officers, directors,
 employees or others;                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any
 agreement with any Affiliate of the Company (or any of its Subsidiaries or
 any Company Joint Venture), with any director or officer of the Company
 Parties or any Company Joint Venture (including, without limitation,
 indemnification agreements), or with any associate or any member of the
 immediate family (as such terms are respectively defined in Rules 12b-2 and
 16a-1 of the 1934 Act) of any such director or officer;

28

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any
 contract, instrument or arrangement relating to Permitted Liens on the Real
 Property;                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ix)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any
 agreement containing a non-compete agreement or other covenant that in either
 case would by its terms limit the freedom of the Company Parties to compete
 with any third party;                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | except for
 negotiable instruments in the process of collection, any power of attorney
 outstanding or any contract, commitment or liability (whether absolute,
 accrued, contingent or otherwise) or any agreement whereby the Company
 Parties is a guarantor, surety, co-signer, endorser, co-maker, or indemnitor
 in respect of the contract or commitment of any other Person;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (xi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any leases,
subleases, easements, licenses, deeds or contracts for deed or other use
agreements by which the Company Parties occupy or have the right to use or
access land, tower or other structures or spaces (collectively Access
Rights);                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (xii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any
 licensing or other agreements with respect to patents, trademarks,
 copyrights, or other intellectual properties (other than commercially
 available software which has a replacement value, in the aggregate, of less
 than $100,000);                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (xiii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any
 investment banking agreement or financial advisory agreement; or                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (xiv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any other
 agreement, commitment, arrangement or plan not made in the ordinary course of
 business.                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | Each
 agreement, contract, instrument, plan, lease, arrangement or commitment
 disclosed or required to be disclosed pursuant to Section 4.14(b) is
 referred to as a Scheduled Agreement and is a valid and binding
 agreement of the applicable Company Party, and is in full force and effect
 with respect to such Company Party. To the Knowledge of the Company, except
 as set forth on Schedule 4.14(b), none of the Company Parties, or any
 other party thereto is in default or breach in any material respect under the
 terms of any such Scheduled Agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Except as
 otherwise disclosed on Schedule 4.14(d), all of the
 indebtedness referred to in Section 4.14(b)(v) is prepayable without
 penalty or premium.                                                                                                                                                                                                                                                                                                                                                                                                                    

4.15 Permits. The
Company Parties hold all permits, licenses, franchises, variances, exemptions,
orders, privileges, registrations, immunities, certificates and approvals of
all governmental or regulatory authority that are required from them to own,
lease or operate their assets and to carry on their businesses as currently
conducted (the Company Permits), except where the failure to have such
Company Permit would not individually or in the aggregate be

29

---





material to
any of the Company Parties. Schedule 4.15 sets forth a list of each
Company Permit, complete and correct copies of which have been provided to
Parent. Except as set forth on Schedule 4.15, the consummation of the
transactions contemplated hereby would not cause the revocation or cancellation
of any Company Permit. There is no outstanding notice of cancellation or
termination or, to the Knowledge of the Company, any threatened cancellation or
termination of the Company Permits, and the Company Parties have complied in
all material respects with the terms and conditions of such Company Permits.
The Company Permits are not subject to any restrictions or conditions that
limit the operation of the business, other than customary restrictions or limitations
that are generally applicable to permits of that type. Except as set forth on Schedule
4.15, (i) there are no applications by the Company Parties or, to the
Knowledge of the Company, complaints by customers before the FCC or state
regulatory authorities which administer State Communications Laws and
Regulations and (ii) there are no investigations, inquiries or proceedings
pending or, to the Knowledge of the Company, threatened related to the Company
Permits with the FCC or the state regulatory authorities which administer State
Communications Laws and Regulations.

4.16
Brokers and Finders. Except for the fees and expenses payable to Stifel,
Nicolaus & Company, Incorporated, which fees and expenses are reflected in
its agreement with the Company (and which constitute Transaction Expenses), the
Company has not employed any investment banker, broker, finder, consultant or
intermediary in connection with the transactions contemplated by this Agreement
which would be entitled to any investment banking, brokerage, finders or
similar fee or commission in connection with this Agreement or the transactions
contemplated hereby.

4.17
Opinion of Financial Advisor. The Company has received the opinion of
Stifel, Nicolaus & Company, Incorporated dated August 3, 2007, to the
effect that, as of such date, the merger consideration to be received by the
Shareholders of the Company pursuant to the Merger is fair to such Shareholders
from a financial point of view.

4.18
Assets.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The Company
 and each of its Subsidiaries have good and marketable title, free and clear
 of all Liens except for Permitted Liens, to all of their respective assets
 and properties reflected in the Interim Financials, or with respect to leased
 properties and assets, valid leasehold interests therein. Except as set
 forth on Schedule 4.18(a), the assets owned or leased by the Company
 Parties constitute all of the material assets used in their business. All
 such assets are in good operating condition, ordinary wear and tear excepted.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | Schedule
 4.18(b) sets forth (i) a list of each parcel of real
 property owned by any of the Company Parties (the Company Owned Real
 Property) and (ii) a list of each option, right of first refusal, right
 of first offer or similar right held by any of the Company Parties to acquire
 any real property. The Company Parties have good and marketable fee simple
 title to all of the Company Owned Real Property, free and clear of all Liens
 other than Permitted Liens. To the Knowledge of the Company, all                                  

30

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | buildings,
 structures and other improvements on the Company Owned Real Property (a)
 conform in all material respects with all applicable Laws and (b) do not
 encroach on the property of others. All public utilities, including water,
 sewer, gas, electric, telephone and drainage facilities, give adequate
 service to the Company Owned Real Property, and the Company Owned Real
 Property has unlimited access to and from publicly dedicated streets. To the
 Knowledge of Company, there are no pending special Taxes or assessments
 relating to the Company Owned Real Property. There is no condemnation or
 eminent domain proceeding pending or, to the Knowledge of the Company,
 threatened against the Company Owned Real Property or any part thereof; all
 bills and claims for labor performed or materials supplied to or for the
 benefit of such Company Owned Real Property which are due have been paid in
 full and there are no perfected or unperfected mechanics or materialmens
 liens. No Company Owned Real Property nor any portion thereof is listed in
 any national, state or local register of historic places or areas. Other than
 the Company Leased Real Property (as hereinafter defined), the Company Owned
 Real Property constitutes all of the real property used by the Company
 Parties on the date hereof.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Schedule
 4.18(c) sets forth a list of each lease, license or
 similar agreement (excluding, for these purposes, easements) under which (i)
 any of the Company Parties is lessee of, or holds, uses or operates any real
 property owned by any third Person (the Company Leased Real Property
 and, together with the Company Owned Real Property, the Company Real
 Property), (ii) any Company Party is lessor of any of the Company Owned
 Real Property. Except as set forth in Schedule 4.18(c), the Company
 Parties have the right to quiet enjoyment of all of its Company Leased Real
 Property described in such Schedule for the full term of each such lease or
 similar agreement (and any renewal option) relating thereto, and the
 leasehold or other interest of the Company Parties in such Company Leased
 Real Property is not subject or subordinate to any Lien except for Permitted
 Liens. None of the Company Parties has received any notices or demands that
 would affect their ownership or rights in the Company Owned Real Property or
 their rights as a tenant with respect to any Company Leased Real Property.                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | No director,
 officer, employee or Affiliate of the Company or any of its Subsidiaries
 (collectively, Related Persons) owns or has an interest in
 any assets used in the business of any of the Company Parties. Except as
 set forth in Schedule 4.18(d), (i) none of the Company Parties
 owes any amount to any Related Person (other than for current services not
 yet due and payable and reimbursement of expenses arising in the ordinary
 course of business as disclosed to Parent) and none of such Related Persons
 owes any amount to any of the Company Parties and (ii) to the Knowledge of
 the Executives, none of the Company Joint Ventures owes any amount to any
 Related Person (other than for current services not yet due and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

31

---



| |  |                                                                                                                                                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | payable and
 reimbursement of expenses arising in the ordinary course of business as
 disclosed to Parent) and none of such Related Persons owes any amount to any
 of the Company Joint Ventures.

4.19
Indebtedness and Guaranties. Except as set forth in Schedule 4.19,
(i) none of the Company Parties is obligated with respect to, and none of them
has any liability for, any Indebtedness and none of the Company Parties is a
party to any derivative financial instrument, hedge or swap (including with
respect to interest rates or foreign currency) and (ii) to the Knowledge of the
Executives, none of the Company Joint Ventures is obligated with respect to,
and none of them has any liability for, any Indebtedness and, to the Knowledge
of the Company, none of the Company Joint Ventures is a party to any derivative
financial instrument, hedge or swap (including with respect to interest rates
or foreign currency). The Company has delivered to Parent (i) correct and
complete copies of all documents relating to any such Indebtedness of the
Company Parties or any derivative financial instrument, hedge or swap and (ii)
correct and complete copies of all documents relating to any such Indebtedness
of the Company Joint Ventures or any derivative financial instrument, hedge or
swap which the Company has in its possession. Except as set forth in
Schedule 4.19, (i) none of the Company Parties has any liability or obligation,
directly or indirectly, as a guarantor or indemnitor in respect of any
liability or obligation of any third Person (including, without limitation, the
Company Joint Ventures) and (ii) to the Knowledge of the Executives, none of
the Company Joint Ventures has any liability or obligation, directly or
indirectly, as a guarantor or indemnitor in respect of any liability or
obligation of any third Person (including, without limitation, the Company
Parties).

4.20
Accounts Receivable. The accounts receivable of the Company as set forth
on the Interim Balance Sheet or arising since the date thereof (the Accounts
Receivable) are valid and genuine and have arisen solely out of bona fide
sales and deliveries of goods, performance of services and other business
transactions in the ordinary course of business consistent with past practice.
Except as set forth in Schedule 4.20, no debtor that is obligated on any
of the Accounts Receivable has refused or, to the Knowledge of the Company,
threatened to refuse, to pay its obligations for any reason, or has otherwise
made a claim of set-off or similar claim and, to the Knowledge of the Company,
no account debtor or note debtor of any Accounts Receivable is insolvent or
bankrupt. Schedule 4.20 sets forth an aging list of all Accounts
Receivable, which is complete and accurate in all respects as of March 31,
2007.

4.21
Lines. As of July 25, 2007, the Company Parties serve a total of 15,301
telephone access lines, 4,581 video customers and 7,446 internet customers.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO

Each
of Parent and Newco represent and warrant jointly and severally to the Company
that:

5.1
Corporate Organization and Qualification. Each of Parent and its
subsidiaries and Newco is a corporation or other entity duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation and is qualified and in good standing as a foreign corporation in
each jurisdiction where the properties owned, leased or operated, or

32

---



the business
conducted, by it require such qualification, except where the failure to so
qualify or be in such good standing would not have a Parent Material Adverse
Effect. Each of Parent and its subsidiaries has all requisite power and
authority (corporate or otherwise) to own its properties and to carry on its
business as it is now being conducted except where failure to have such power
and authority would not have a Parent Material Adverse Effect.

5.2
Authority Relative to This Agreement. Each of Parent and Newco has the
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This Agreement and the
consummation by Parent and Newco of the transactions contemplated hereby have
been duly and validly authorized by the respective Boards of Directors of
Parent and Newco and by Parent as sole shareholder of Newco, and no other
corporate proceedings on the part of Parent and Newco are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by each of
Parent and Newco and, assuming this Agreement constitutes the valid and binding
agreement of the Company, constitutes the valid and binding agreement of each
of Parent and Newco, and each of the ancillary agreements relating hereto to
which Parent or Newco is a party has been duly authorized, and upon execution
and delivery by Parent or Newco, as the case may be, shall enforceable against
each of them in accordance with its terms, except that such enforceability may
be limited in each case by (a) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).

5.3
Consents and Approvals; No Violation. Neither the execution and delivery
of this Agreement by Parent or Newco nor the consummation by Parent and Newco
of the transactions contemplated hereby will:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | conflict
 with or result in any breach of any provision of the articles of
 incorporation, as amended, or the by-laws, respectively, of Parent or Newco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | require any
 consent, approval, authorization, permit or filing with or notification to,
 any governmental or regulatory authority, except (i) in connection with the
 applicable requirements of the HSR Act, (ii) pursuant to the applicable
 requirements of the Exchange Act, (iii) the filing of the articles of merger
 pursuant to the MBCA, (iv) such filings and consents as may be required by
 the FCC or the FCC Rules or under the State Communications Laws and
 Regulations, (v) as may be required by any applicable state securities or
 blue sky laws or state takeover laws, (vi) such filings, consents,
 approvals, orders, registrations, declarations and filings as may be required
 under the laws of any foreign country in which Parent or any of its
 subsidiaries conducts any business or owns any assets, (vii) such filings and
 consents as may be required under any environmental, health or safety law or
 regulation pertaining to any notification, disclosure or required approval
 triggered by the Merger or the transactions contemplated by this Agreement or
 (viii) where the failure to obtain such consent, approval, authorization or
 permit, or to make such

33

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | filing or
 notification, would not individually or in the aggregate be material to
 Parent and its subsidiaries taken as a whole;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | result in a
 violation or breach of, or constitute (with or without due notice or lapse of
 time or both) a default (or give rise to any right of termination,
 cancellation or acceleration or Lien) under any of the terms, conditions or
 provisions of any note, license, agreement or other instrument or obligation
 to which Parent or any of its subsidiaries may be bound, except for such
 violations, breaches and defaults (or rights of termination, cancellation or
 acceleration or Lien or other charge or encumbrance) as to which requisite
 waivers or consents have been obtained or which are not individually or in
 the aggregate material to Parent and its subsidiaries taken as a whole or
 would not individually or in the aggregate adversely affect the consummation
 of the transactions contemplated hereby; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | assuming the
 consents, approvals, authorizations or permits and filings or notifications
 referred to in this Section 5.3 are duly and timely obtained or
 made, violate any order, writ, injunction, decree, statute, rule or
 regulation applicable to Parent or any of its subsidiaries or to any of their
 respective assets, except for violations which would not individually or in
 the aggregate be material to Parent and its subsidiaries taken as a whole or
 adversely affect the consummation of the transactions contemplated hereby.                                                                                                                                                                                                                                                                                          

5.4
Proxy Statement. None of the information supplied by Parent or Newco in
writing for inclusion in the Proxy Statement will, at the time that it or any
amendment or supplement thereto is mailed to the Companys Shareholders, at the
time of the Shareholders Meeting or at the Effective Time, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they are made, not misleading.

5.5
Financing. Parent has provided to the Company a copy of the financing
commitment letter from CoBank ACB, including all exhibits, schedules or
amendments thereto (the Financing Letter). The Financing Letter is
effective and has not been withdrawn or modified. Parent will not amend any
material provisions of the Financing Letter prior to the Effective Time, except
to the extent Parent enters into more favorable financing arrangements. Parent
will use its best efforts to fulfill the conditions applicable to Parent and
Newco set forth in the Financing Letter and to obtain the level and form of
financing contemplated by the Financing Letter. Assuming the satisfaction of
the conditions in Sections 7.1 and 7.3 below, Parent or Newco
will satisfy the conditions set forth in the Financing Letter prior to the
Effective Time and Parent or Newco will have and will deliver to the Disbursing
Agent at the Effective Time all funds necessary to consummate the Merger.
Parent shall keep the Company reasonably informed of the status of its
financing for the Merger in a timely manner.

5.6
Newco. Newco was formed solely for the purpose of engaging in the
transactions contemplated hereby and has not engaged in any business activities
or conducted any operations other than in connection with the transactions
contemplated hereby.

34

---



5.7
Brokers and Finders. Neither Parent nor Newco has employed any
investment banker, broker, finder, consultant or intermediary in connection
with the transactions contemplated by this Agreement which would be entitled to
any investment banking, brokerage, finders or similar fee or commission in
connection with this Agreement or the transactions contemplated hereby.

ARTICLE VI.
ADDITIONAL COVENANTS AND AGREEMENTS

6.1
Conduct of Business of the Company. During the period from the date of
this Agreement to the Effective Time (unless Parent shall otherwise agree in
writing and except as otherwise contemplated by this Agreement), the Company
will, and will cause each of its Subsidiaries to, conduct its operations
according to its ordinary and usual course of business consistent with past
practice and, to the extent consistent therewith, with no less diligence and
effort than would be applied in the absence of this Agreement, seek to preserve
intact its current business organizations, keep available the service of its
current officers and employees and preserve its relationships with customers,
suppliers and others having business dealings with it to the end that goodwill
and ongoing businesses shall not be impaired in any material respect at the
Effective Time. Without limiting the generality of the foregoing, and except as
otherwise permitted in this Agreement, prior to the Effective Time, none of the
Company Parties will, without the prior written consent of Parent:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | issue, deliver,
 sell, dispose of, pledge or otherwise Lien, or authorize or propose the
 issuance, sale, disposition or pledge or other Lien of (i) any additional
 shares of capital stock of any class, or any securities or rights convertible
 into, exchangeable for, or evidencing the right to subscribe for any shares
 of capital stock, or any rights, warrants, options, calls, commitments or any
 other agreements of any character to purchase or acquire any shares of
 capital stock or any securities or rights convertible into, exchangeable for,
 or evidencing the right to subscribe for, any shares of capital stock, or
 (ii) any other securities in respect of, in lieu of, or in substitution for,
 Outstanding Shares on the date hereof;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | redeem,
 purchase or otherwise acquire, or propose to redeem, purchase or otherwise
 acquire, any of its Outstanding Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | split,
 combine, subdivide or reclassify any Shares or declare, set aside for payment
 or pay any dividend, or make any other actual, constructive or deemed distribution
 in respect of any Outstanding Shares or otherwise make any payments to
 Shareholders in their capacity as such, provided that upstream dividends
 paid by a Subsidiary to the Company may be paid;                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | adopt a plan
 of complete or partial liquidation, dissolution, merger, consolidation,
 restructuring, recapitalization or other reorganization of the Company or any
 of its Subsidiaries (other than the Merger);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

35

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) | adopt any
 amendments to its articles of incorporation, certificate of formation,
 by-laws or member control agreements or alter through merger, liquidation,
 reorganization, restructuring or in any other fashion the corporate structure
 or ownership of any Subsidiary;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | make any
 acquisition, by means of merger, consolidation or otherwise, or disposition,
 of assets or securities, however structured (it being understood that the
 Company shall not be prohibited from (i) selling inventory and (ii) disposing
 of minor amounts of personal property, in each case for fair value in the
 ordinary course of business consistent with past practice);                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | except as
 set forth on Schedule 6.1(g), incur any indebtedness for borrowed
 money or guarantee any such indebtedness or make any loans, advances or
 capital contributions to, or investments in, any other Person, or enter into
 any capitalized lease obligations (as defined in Statement of Financial
 Accounting Standards No. 13);                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | grant any
 (i) increases in the compensation of any of its directors, officers or the
 general manager or (ii) increases in the compensation of employees or make
 any changes to wage scales, other than, in the case of this clause (ii)
 annual raises consistent with past practice that are set forth on Schedule
 6.1(h);                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | pay or agree
 to pay any director, officer, general manager or employee, whether past or
 present, any pension, retirement allowance or other employee benefit not
 required or contemplated by any of the Company Plans;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | enter into
 any new or amend any existing employment, severance, change of control, stay
 put, termination agreement or other arrangement with any director, officer,
 general manager or employee;                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) | except as
 may be required to comply with applicable Law, (i) become obligated under any
 new plan that would constitute a Company Plan if in effect on the date
 hereof, or any other employment agreement, employee benefit plan, severance
 plan, deferred compensation arrangement, or similar plan or arrangement,
 which was not in existence on the date hereof, or (ii) amend any Company Plan
 or other plan or arrangement in existence on the date hereof;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l) | enter into
 any collective bargaining agreement;                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (m) | except as
 set forth on Schedule 6.1(m), make any capital expenditure or enter
 into any contract or commitment therefor, that individually or in the
 aggregate exceeds $50,000;                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n) | make any
 payment of any claims against such entity (including settlement of any claims
 and litigation against such entity or the payment or                                                                                                                                                                                                                                                                                                                        

36

---



| |     |                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | settlement
 of any obligations or liabilities of such entity), other than in the ordinary
 course of business consistent with past practice;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                   
| | (o) | make any
 forward purchase commitments (other than those in the aggregate involving
 less than $50,000), except as required in the ordinary course of business to
 fulfill specific customer orders obtained before such purchase commitment was
 made and except as set forth on Schedule 6.1(o);
| |     |                                                                                                                                                                                                                                                                                                   
| | (p) | accelerate
 or delay collection of any notes or accounts receivable in advance of or
 beyond their regular due dates or the dates when the same would have been
 collected in the ordinary course of business consistent with past practice;                                                      
| |     |                                                                                                                                                                                                                                                                                                   
| | (q) | delay or
 accelerate payment of any account payable or other liability beyond or in
 advance of its due date or the date when such liability would have been paid
 in the ordinary course of business consistent with past practice;                                                              
| |     |                                                                                                                                                                                                                                                                                                   
| | (r) | take any
 action to accelerate purchasing by distributors, sales representatives or any
 other sales channels, including the offer of any exceptional discount or
 extended payment terms; or                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                   
| | (s) | authorize,
 recommend, propose or announce an intention to do any of the foregoing, or
 enter into any contract, agreement, commitment or arrangement to do any of
 the foregoing.                                                                                                                

6.2
No Solicitation of Transactions.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The Company
 agrees that, as of the date of this Agreement, it has, and has caused each
 officer, director, employee, shareholder, investment banker, attorney and
 other advisor or representative of the Company and its Subsidiaries (Company
 Representatives) to immediately cease and cause to be terminated any
 existing activities, discussions or negotiations with any Third Party (as
 defined below) conducted prior to the date hereof with respect to any
 Competing Transaction (as defined below). The Company shall not, nor shall it
 permit any of its Subsidiaries to, nor shall it authorize or permit any
 Company Representative to (i) solicit or initiate, encourage, or facilitate,
 directly or indirectly, any inquiries relating to, or the submission of, any
 proposal or offer, whether in writing or otherwise, from any Person other
 than Parent or Newco (a Third Party) to acquire, in any manner, all
 or any portion of the assets or equity of the Company or any Subsidiary,
 however structured (provided that this clause (i) shall not preclude the
 Company and its Subsidiaries from operating in the ordinary course of
 business consistent with past practice, it being understood that no (I)
 merger, consolidation, other business combination involving the Company or
 any of its Subsidiaries or (II) sale of any meaningful portion

37

---



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | of the
 assets or equity of the Company or any of its Subsidiaries will be deemed to
 be in the ordinary course of business); (ii) participate in any discussions
 or negotiations regarding, or furnish to any Third Party any information or
 data with respect to or access to the properties of, or take any other action
 to knowingly facilitate the making of any proposal that constitutes, or may
 reasonably be expected to lead to, any Competing Transaction (as hereinafter
 defined); or (iii) enter into any agreement with respect to any Competing
 Transaction, approve or recommend or resolve to approve or recommend any
 Competing Transaction or enter into any agreement requiring it to abandon,
 terminate or fail to consummate the Merger and the other transactions
 contemplated by this Agreement. Notwithstanding the foregoing sentence, if
 the Company receives an unsolicited bona fide, written proposal or offer for
 a Competing Transaction by a Third Party, which the Board of Directors
 determines in good faith (after consulting the Board of Directors
 independent financial advisor and outside legal counsel, as applicable) (A)
 is reasonably likely to result in terms which are more favorable from a
 financial point of view to the holders of Shares than the Merger and the
 other transactions contemplated by this Agreement, (B) is reasonably capable
 of being consummated (provided that the Company, including the Board of
 Directors, and any of its advisors shall be permitted to contact such Third
 Party and its advisors solely for the purpose of clarifying such unsolicited
 proposal and any material contingencies and the capability of consummation),
 (C) that the failure to consider such Competing Transaction would be
 inconsistent with the fiduciary duties of the Board of Directors of the
 Company to the holders of Outstanding Shares under applicable Law and (D) is
 not subject to any financing condition (a Superior Competing Transaction),
 then the Company may, in response to an unsolicited request therefor and
 subject to compliance with this Section 6.2(a) and Section 6.2(b),
 furnish information with respect to the Company and its Subsidiaries to, and
 participate in discussions and negotiations directly or through its
 representatives with, such Third Party if and only if, (I) prior to
 furnishing any such non-public information to, or entering into any
 discussions or negotiations with, such Third Party, the Companys Board of
 Directors receives from such Third Party a nondisclosure agreement with terms
 that are at least as restrictive as those pursuant to the Confidentiality
 Agreement (as defined below) and concurrently provides such information to
 Parent and (II) the Company shall have complied with this Section 6.2.
 Under such circumstances, the Company shall be permitted to waive the
 provisions of any standstill agreement between the Company and a Third
 Party to the extent necessary to permit such Third Party to submit an
 unsolicited Competing Transaction that the Board of Directors believes, in
 its good faith judgment, is reasonably likely to result in a Superior
 Competing Transaction. Nothing contained in this Agreement shall prevent the
 Board of Directors from making any disclosure to its Shareholders to the
 extent

38

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | required by
 applicable Law. As used herein, the term Competing Transaction means any
 proposal or offer, whether in writing or otherwise, from any Third Party to
 acquire in any manner beneficial ownership (as defined under Rule 13(d) of
 the Exchange Act) of all or more than 20% of the assets of the Company and
 its Subsidiaries taken as a whole, or 20% or more of any class of equity
 securities of the Company or any of its Subsidiaries, whether pursuant to a
 merger, consolidation or other business combination, sale of shares of stock,
 sale of assets, tender offer, exchange offer or similar transaction or series
 of related transactions which is structured to permit a Third Party to
 acquire beneficial ownership of more than 20% of the assets of the Company
 and its Subsidiaries, taken as a whole.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | The Company
 shall advise Parent orally (within one Business Day) and in writing (as
 promptly as practicable) of (i) any proposal for, or any inquiring with
 respect to or which could lead to, a Competing Transaction received by any
 officer or director of the Company or, to the Knowledge of the Company, any
 financial advisor, attorney or other advisor or representative of the Company
 and (ii) the material terms of such Competing Transaction (including, without
 limitation, the identity of the Third Party making any such proposal for a
 Competing Transaction or inquiry). The Company will keep Parent informed of
 the status of, and any material changes to, the terms of any such Competing
 Transaction proposal or inquiry in a timely manner.                                                               

6.3
Reasonable Efforts.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Subject to
 the terms and conditions herein provided, each of the parties hereto shall
 use all reasonable efforts to take, or cause to be taken, all actions and to
 do, or cause to be done, all things necessary, proper or advisable under
 applicable Laws and regulations to consummate and make effective the
 transactions contemplated by this Agreement, including using its reasonable efforts
 to obtain all necessary or appropriate waivers, consents and approvals, to
 effect all necessary registrations, filings and submissions (including, but
 not limited to, (i) filings under the HSR Act and any other submissions
 requested by the FCC, Federal Trade Commission or Department of Justice, or
 under the State Communications Laws and Regulations and (ii) such filings,
 consents, approvals, orders registrations and declarations as may be required
 under the laws of any foreign country in which the Company or any of its
 Subsidiaries conducts any business or owns any assets) and to contest and
 lift any injunction or other legal bar to the Merger (and, in such case, to
 proceed with the Merger as expeditiously as possible). Each party hereto
 shall promptly inform the other of any communication from the SEC, Federal
 Trade Commission, Department of Justice, FCC or from any other Governmental
 Entity.

39

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Notwithstanding
the foregoing, subject to the Companys compliance with the terms of this
Agreement, the Company shall not be obligated to use its reasonable efforts
or take any action pursuant to this Section 6.3 if the Company receives an
unsolicited Superior Competing Transaction and in the good faith opinion of
the Board of Directors, after consultation with its counsel, such actions
would breach its fiduciary duties to the Companys Shareholders under
applicable Law not to proceed with such Superior Competing Transaction.

6.4
Access to Information. The Company shall (and shall cause each of its
Subsidiaries to) afford to officers, employees, counsel, accountants and other
authorized representatives of Parent (Representatives), in order to
evaluate the transactions contemplated by this Agreement and perform reasonable
integration planning consistent with Law, reasonable access, during normal
business hours and upon reasonable notice throughout the period prior to the
Effective Time, to its properties, books and records, including, but not
limited to its environmental compliance records that relate to, but are not
limited to, the transportation, storage and/or disposal of waste from the
properties and, during such period, shall (and shall cause each of its
Subsidiaries to) furnish or make available reasonably promptly to such
Representatives all information concerning its business, properties and
personnel as may reasonably be requested. Without limiting the generality of
the foregoing, (i) Parent and its environmental consultant or surveyor will
have the right and license to enter upon the Company Owned Real Property,
without charge, at all reasonable times for the purpose of conducting Phase I
and Phase II environmental investigations and testing, and making surveys of
the properties and (ii) the
Company and the Shareholder Representative will use their best efforts to
secure the written agreement of any third party whose consent is required to
secure for Parent and its environmental consultant or surveyor the right and
license to enter upon the Company Leased Real Property, without charge, at all
reasonable times for the purpose of conducting Phase I and Phase II
environmental investigations and testing, and making surveys of the properties;
provided that, in each case, Parent shall indemnify the Company from
liens or claims arising in conjunction with the foregoing. Parent agrees that it will not, and will
cause its Representatives not to, use any information obtained pursuant to this
Article VI for any purpose unrelated to the consummation of the
transactions contemplated by this Agreement. The Confidentiality Agreement
between the Company and Parent dated May 3, 2007, (the Confidentiality
Agreement), shall continue to apply with respect to information furnished
by the Company, its Subsidiaries and the Companys officers, employees,
counsel, accountants and other authorized representatives hereunder.

6.5
Publicity. The parties will consult with each other and will mutually agree
upon any press releases or public announcements pertaining to the Merger and
shall not issue any such press releases or make any such public announcements
prior to such consultation and agreement, except as may be required by
applicable Law or by obligations pursuant to any agreement with any securities
exchange or automated quotation system, in which case the party proposing to
issue such press release or make such public announcement shall use its
reasonable efforts to consult in good faith with the other party before issuing
any such press releases or making any such public announcements.

6.6
Directors and Officers Insurance.

40

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | In the event
  of any threatened or actual claim, action, suit, demand, proceeding or
  investigation, whether civil, criminal or administrative, including, without
  limitation, any such claim, action, suit, demand, proceeding or investigation
  in which any Person who is now, or has been at any time prior to the date
  hereof, or who becomes prior to the Effective Time, a director, officer,
  employee or fiduciary of the Company or any Subsidiary of the Company (the D&O
  Indemnified Parties) is, or is threatened to be, made a party based in
  whole or in part on, or arising in whole or in part out of, or pertaining to
  (i) the fact that he or she is or was a director, officer, employee or
  fiduciary of the Company or any Subsidiary of the Company, or is or was
  serving at the request of the Company or any Subsidiary of the Company as a
  director, officer, employee or fiduciary of another corporation, partnership,
  joint venture, trust or other enterprise or (ii) the negotiation, execution
  or performance of this Agreement or any of the transactions contemplated
  hereby, whether in any case asserted or arising before or after the Effective
  Time, the parties hereto agree to cooperate and use their commercially
  reasonable efforts to defend against and respond thereto. For any claim
  brought within six years after the Effective Time, it is understood and
  agreed that the Company shall indemnify and hold harmless, and after the
  Effective Time, Parent shall cause the Surviving Corporation (which for
  purposes of this Section 6.6 shall include any and all Persons who
  acquire 15% or more of the stock or assets of the Surviving Corporation) to
  indemnify and hold harmless, as and to the full extent permitted by
  applicable Law, each D&O Indemnified Party against any losses, claims,
  damages, liabilities, costs, expenses (including reasonable attorneys fees
  and expenses), judgments, fines and amounts paid in settlement in connection
  with any such threatened or actual claim, action, suit, demand, proceeding or
  investigation, and in the event of any such threatened or actual claim,
  action, suit, demand, proceeding or investigation (whether asserted or
  arising before or after the Effective Time), (A) the Company, and after the
  Effective Time, Parent shall cause the Surviving Corporation to pay expenses
  in advance of the final disposition of any claim, suit, proceeding or
  investigation to each D&O Indemnified Party to the full extent permitted
  by Law, subject to the provision by such D&O Indemnified Party of an
  undertaking to reimburse the amounts so advanced in the event of a final
  non-appealable determination by a court of competent jurisdiction that such
  D&O Indemnified Party is not entitled to such amounts, (B) in the event
  of a conflict of interest between Parent or the Company and the D&O
  Indemnified Party, the D&O Indemnified Parties may retain one counsel
  satisfactory to them (except in case of a conflict of interest among two or
  more D&O Indemnified Parties, in which case more than one counsel may be
  retained), and the Company, and after the Effective Time, Parent shall cause
  the Surviving Corporation to, and the Surviving Corporation shall, pay all
  reasonable fees and expenses of such counsel for the D&O Indemnified
  Parties within 30 days after statements

41

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | therefor are
  received and (C) the Company and the Surviving Corporation will, and Parent
  will cause the Surviving Corporation to use their commercially reasonable
  efforts to assist in the defense of any such matter; provided that none of
  the Company nor the Surviving Corporation shall be liable for any settlement
  effected without its prior written consent (which consent shall not be
  unreasonably withheld or delayed); and provided further, that neither Parent
  nor the Surviving Corporation shall have any obligation hereunder to any
  D&O Indemnified Party when and if, but only to the extent that, a court
  of competent jurisdiction shall ultimately determine, and such determination
  shall have become final and non-appealable, that indemnification of such
  D&O Indemnified Party in the manner contemplated hereby is prohibited by
  applicable Law. Any D&O Indemnified Party wishing to claim indemnification
  under this Section 6.6, upon learning of any such claim, action, suit,
  demand, proceeding or investigation, shall notify the Company and, after the
  Effective Time, the Surviving Corporation, thereof, provided, that the
  failure to so notify shall not affect the obligations of the Company, Parent
  and the Surviving Corporation except to the extent such failure to notify
  materially prejudices such party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Prior to the
  Effective Time, Parent, the Company and the Shareholder Representative shall
  work together in good faith to obtain directors and officers liability
  insurance and fiduciary insurance policies covering the individuals who are
  presently covered by the Companys directors and officers liability
  insurance and fiduciary insurance (collectively, the Former Directors and
  Officers) for a period of six (6) years following the Effective Time,
  with respect to claims arising from facts or events which occurred at or
  before the Effective Time by obtaining tail coverage from the underwriters of
  such existing insurance policies for $5 million of coverage with a $10
  million umbrella policy, or policies that are no less favorable to the Former
  Directors and Officers, than such policies (collectively, the Tail
  Policies). The parties acknowledge and agree that Parent shall pay up to
  an aggregate of $150,000 to secure the Tail Policies (the D&O
  Contribution Amount), it being understood that neither Parent, Newco nor
  the Surviving Corporation shall have any liability or obligation relating to
  the Tail Policies in excess of the D&O Contribution Amount (the Excess
  Tail Cost). In the event that any claim is made under the Tail Policies
  following the Effective Time, each of Parent, the Company and the Shareholder
  Representative acknowledges and agrees that the deductible to be paid under
  such Tail Policies in connection with the making of such claim shall be paid
  50% by Parent and 50% by the Shareholder Representative from the Escrow
  Amount (the SR Deductible Responsibility), The total amount to be
  paid (i) by the Company for the Excess Tail Cost and (ii) the Shareholder
  Representative for the SR Deductible Responsibility will not exceed $200,000
  in the aggregate.
| |    

42

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Parent and
  Newco agree that all rights to indemnification existing in favor of, and all
  exculpations and limitations of the personal liability of, the directors,
  officers, employees and agents of the Company and the Subsidiaries of the
  Company in the MBCA, articles of incorporation, as amended, and by-laws, as
  amended, of the Company as in effect as of the date hereof with respect to
  matters occurring at or prior to the Effective Time, including the Merger,
  shall continue in full force and effect for a period of not less than six
  years from the Effective Time; provided, however, that all rights to
  indemnification in respect of any claims (each, a Claim) asserted or
  made within such period shall continue until the disposition of such Claim.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | This Section
  6.6 is intended for the irrevocable benefit of, and to grant third party
  rights to, the D&O Indemnified Parties and shall be binding on all
  successors and assigns of Parent, the Company and the Surviving Corporation.
  Each of the D&O Indemnified Parties shall be entitled to enforce the
  covenants contained in this Section 6.6.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | In the event
  that the Surviving Corporation or any of its successors or assigns (i)
  consolidates with or merges into any other Person and shall not be the
  continuing or surviving entity of such consolidation or merger or (ii) transfers
  or conveys a majority of its properties and assets to any Person, then, and
  in each such case, proper provision shall be made so that the successors,
  assigns and transferees of the Surviving Corporation, as the case may be,
  assume the obligations set forth in this Section 6.6.                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | To the
  extent permitted by Law, all rights of indemnification for the benefit of any
  D&O Indemnified Party shall be mandatory rather than permissive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

6.7
Funds Available at Closing. Assuming the satisfaction of the conditions
in Sections 7.1 and 7.3, below, Parent or Newco will have and
will deliver at the Effective Time all funds necessary to consummate the
Merger.

6.8
Investigation and Agreement by the Parties; No Other Representations or Warranties.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Each of the
  Parent Parties, on the one hand, and the Company, on the other, agrees that,
  except for the representations and warranties made by the other party that
  are expressly set forth in Article IV and Article V of this
  Agreement, as applicable, neither the other parties nor any of their
  representatives or Affiliates have made and shall not be deemed to have made
  to such party or to any of its Representatives or Affiliates any
  representation or warranty of any kind. Without limiting the generality of
  the foregoing, each party agrees that except as expressly set forth in this
  Agreement, neither the other parties nor any of their Affiliates make or

43

---



| |     |                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | have made
  any representation or warranty to such party or to any of its representatives
  or Affiliates with respect to:                                                                                       
| |     |                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                               | Any
  projections, forecasts, estimates, plans or budgets of future revenues,
  expenses or expenditures, future results of operations (or any component
  thereof), future cash flows (or any component thereof), future capital
  expenditures or future customer retention or churn or future financial
  condition (or any component thereof) of the other party or any of its
  subsidiaries or the future business, operations or affairs of the other party
  or any of its subsidiaries heretofore or hereafter delivered to or made
  available to such party or its counsel, accountants, advisors, lenders,
  representatives or Affiliates; and
| |     |                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                              | Any other
  information, statement or documents heretofore or hereafter delivered to or
  made available to such party or its counsel, accountants, advisors, lenders,
  representatives or Affiliates with respect to the other party or any of its
  subsidiaries or the business, operations or affairs of the other party or any
  of its subsidiaries.                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Notwithstanding
  anything to the contrary in this Agreement, each party shall be entitled to
  rely on the representations and warranties of the other party contained in Article
  IV or V of this
  Agreement.

6.9
401(k) Plans. The Company shall continue to make contributions to its
401(k) Plan consistent with past practice through the pay period preceding the
Effective Time.

6.10
Employees. The Surviving Corporation hereby agrees to honor (without
material modification) and at the Effective Time the Surviving Corporation
shall be deemed to have assumed the Change of Control Agreements referenced
on Schedule 6.10.

6.11
Continuation of Employee Benefits.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Following
  the Closing, Parent, Newco or a subsidiary of Parent shall continue to
  provide individuals who are employed by the Company Parties as of the Closing
  Date (the Affected Employees), for so long as such Affected
  Employees remain employed by Parent, Newco or any subsidiary of Parent,
  employee benefits (other than equity compensation) and severance pursuant to
  employee benefits plans, programs, policies and arrangements maintained by
  Parent, Newco or a subsidiary of Parent providing coverage and benefits,
  which are no less favorable in the aggregate than those provided to employees
  of Parent with comparable length of service and in positions comparable to
  positions held by Affected Employees with Parent, Newco or its subsidiaries
  from time to time after the Closing Date, except as provided in Section
  6.11(b). For purposes of eligibility to participate and vesting in all
  benefits provided to

44

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Affected
  Employees (and covered dependents) under each such plan, Affected Employees
  will be credited with their years of service with the Company Parties and
  prior employers to the extent service with the Company Parties and prior
  employers was taken into account under the comparable plan of the Company
  Parties. Amounts paid in the calendar year in which the Closing occurs by
  Affected Employees (and covered dependents) under any medical plans of the
  Company or its Subsidiaries shall after the Closing Date be taken into
  account in applying deductible and out-of-pocket limits applicable under the
  medical plan provided as of the Closing to the same extent as if such amounts
  had been paid under such medical plan. Parent will, or will cause Newco or a
  subsidiary of Parent to, waive all limitations as to preexisting conditions,
  exclusions and waiting periods with respect to participation and coverage
  requirements applicable to the Affected Employees (and covered dependents)
  under each welfare benefit plan that such persons may be eligible to
  participate in after the Closing, other than limitations or waiting periods
  that are already in effect with respect to such persons and that have not
  been satisfied as of the Closing under the comparable welfare plan maintained
  for the Affected Employees immediately prior to the Closing.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | In the event
  that Parent, Newco or the Surviving Corporation terminates the employment of
  any Affected Employee (other than those employees specifically identified on Section
  6.11 of the Company Disclosure Schedule) without Cause (as defined in Section
  6.11 of the Company Disclosure Schedule) within 12 months of the Closing,
  Parent, Newco or the Surviving Corporation shall pay such terminated Affected
  Employee severance equal to base pay for such Affected Employee from the date
  of termination to the first anniversary of the Closing Date; provided,
  however, the parties acknowledge and agree that no such Affected
  Employee shall be entitled to any severance to the extent such Affected
  Employee is offered comparable employment with Parent or any of its
  Affiliates (which term, for these purposes, shall include the Companys
  Subsidiaries) (Alternative Employment) and does not accept such
  Alternative Employment; provided, further, however, that
  if any such Affected Employee accepts Alternative Employment and is
  terminated from such Alternative Employment without Cause within 12 months of
  the Closing, Parent, Newco or the Surviving Corporation shall pay such
  terminated Affected Employee severance equal to base pay for such Affected
  Employee from the date of termination to the first anniversary of the Closing
  Date.          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Nothing
  contained in this Section 6.11 shall create any third party
  beneficiary rights in any manager, officer or employee, former manager,
  officer or employee, director or service provider (including any beneficiary
  or dependent thereof) of the Company, any of its Subsidiaries or the
  Surviving Corporation of any nature or kind whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

45

---



ARTICLE VII.
CONDITIONS TO CONSUMMATION OF THE MERGER

7.1
Conditions to Each Partys Obligations to Effect the Merger. The
respective obligations of each party to effect the Merger are subject to the
satisfaction at or prior to the Effective Time of the following conditions:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Shareholder
  Approval. The Merger and this Agreement shall have
  been duly approved by the Shareholders of the Company in accordance with
  applicable Law and the articles of incorporation, as amended, of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Injunction.
  There shall not be in effect any statute, rule, regulation, executive order,
  decree, ruling or injunction or other order of a court or governmental or
  regulatory agency of competent jurisdiction directing that the transactions
  contemplated herein not be consummated or that would create a Company
  Material Adverse Effect or Parent Material Adverse Effect; provided, however, that prior to invoking this condition each party shall use its
  reasonable efforts to have any such decree, ruling, injunction or order
  vacated.                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | Governmental
  Filings and Consents. All governmental consents,
  orders and approvals (i) set forth on Schedule 7.1(c), (ii)
  such other consents, orders and approvals legally required for the
  consummation of the Merger and the transactions contemplated hereby shall
  have been obtained and be in effect at the Effective Time, except in the case
  of this Clause (ii), where the failure to obtain any such consent would not
  reasonably be expected to be material to the Company Parties, taken as a
  whole, and (iii) the waiting periods under the HSR Act shall have expired or
  been terminated and the FCC and applicable state regulatory bodies issuing
  consents and orders pursuant to State Communications Laws and Regulations
  shall have issued final orders that are not subject to appeal, reversal,
  reconsideration or stay.

7.2
Conditions to the Companys Obligations to Effect the Merger. The
obligations of the Company to effect the Merger are subject to the satisfaction
at or prior to the Effective Time of the following additional conditions:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Each of the
  representations and warranties of Parent and Newco contained in this
  Agreement (i) that is qualified by materiality shall be true and correct at
  and as of the Effective Time as though made on and as of such date (except
  (A) for changes specifically permitted by this Agreement and (B) that those
  representations and warranties which address matters only as of a particular
  date shall remain true and correct as of such date) and (ii) that is not so
  qualified shall be true and correct in all material respects as if made on
  and as of such date (except (A) for changes specifically permitted by this
  Agreement and (B) that those representations and warranties which address
  matters only as of a particular date shall remain true and correct as

46

---



| |     |                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | of such
  date) and the Company shall have received a certificate of the President or a
  Vice President of Newco to the foregoing effect.                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                             
| | (b) | Parent and
  Newco shall have performed and complied with in all material respects their
  obligations under this Agreement to be performed or complied with on or prior
  to the Effective Time, and the Company shall have received a certificate of
  the President or a Vice President of Newco to the foregoing effect.

7.3
Conditions to Parents and Newcos Obligations to Effect the Merger. The
obligations of Parent and Newco to effect the Merger are subject to the satisfaction
at or prior to the Effective Time of the following additional conditions:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Each of the
  representations and warranties of the Company contained in this Agreement (i)
  that is qualified by materiality shall be true and correct at and as of the Effective
  Time as though made on and as of such date (except (A) for changes
  specifically permitted by this Agreement and (B) that those representations
  and warranties which address matters only as of a particular date shall
  remain true and correct as of such date) and (ii) that is not so qualified
  shall be true and correct in all material respects as if made on and as of
  such date (except (A) for changes specifically permitted by this Agreement
  and (B) that those representations and warranties which address matters only
  as of a particular date shall remain true and correct as of such date), and
  Parent shall have received a certificate of the President or a Vice President
  of the Company to the foregoing effect.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | The Company
  shall have performed and complied with in all material respects its
  obligations under this Agreement to be performed or complied with on or prior
  to the Effective Time, and Parent shall have received a certificate of the
  President or a Vice President of the Company to the foregoing effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | There shall
  not have been issued or granted a temporary restraining order or temporary or
  permanent injunction in any proceeding by any Governmental Entity or other
  Person (i) challenging or seeking to make illegal or otherwise restrain or
  prohibit consummation of the Merger or seeking to obtain material damages
  relating to consummation of the Merger or (ii) seeking to restrain or
  prohibit Parents ownership or operation of all or any material portion of
  the assets or business of the Company or its Subsidiaries, taken as a whole,
  or to compel Parent or to dispose of all or any material portion of the
  business or assets of the Company Parties, taken as a whole, or any of
  Parents or its Affiliates assets.                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | The number
  of Dissenting Shares shall include no more than five percent (5%) of the
  shares of Common Stock of the Company that are issued and outstanding
  immediately prior to the Effective Time and Parent shall have                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

47

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | received a
  certificate of the Chief Executive Officer and Chief Financial Officer of the
  Company to such effect.                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | Since the
  Balance Sheet Date through the Effective Time, the Company shall not have
  suffered a Company Material Adverse Effect, and Parent shall have received a
  certificate of the Chief Executive Officer and Chief Financial Officer of the
  Company to such effect.                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | The Company
  shall have delivered a certificate of its Chief Executive Officer and its
  Chief Financial Officer either (i) certifying there has been no change in the
  information provided in Section 4.2 (including, without limitation,
  the Schedules thereto) or (ii) setting forth any changes that have occurred
  relating thereto since the date of this Agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | As of the
  Effective Time, the Company Parties shall have not less than 14,536 telephone
  access lines, 4,352 video customers and 6,478 internet customers, and Parent
  shall have received a certificate of the Chief Executive Officer and Chief
  Financial Officer of the Company to such effect.                                                                        

ARTICLE VIII.
TERMINATION; AMENDMENT; WAIVER

8.1
Termination by Mutual Consent. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, by the mutual
written consent of Parent and the Company.

8.2
Termination by Either Parent or the Company. This Agreement may be
terminated and the Merger may be abandoned by Parent or the Company if (i) any
court of competent jurisdiction in the United States or some other Governmental
Entity shall have issued an order, decree or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Merger and such
order, decree, ruling or other action shall have become final and
non-appealable or (ii) the Effective Time shall not have occurred on or before
December 31, 2007, provided, that either Parent or the Company may upon written
notice to the other party unilaterally extend such date from December 31, 2007
to January 31, 2008 to the extent desirable to secure any necessary regulatory approvals,
including, without limitation, those relating to the HSR Act, the regulatory
approvals set forth in Schedule 4.4(a) (including those relating to the
FCC, the FCC Rules, the Minnesota Department of Commerce and the Minnesota
Public Utilities Commission), or the Company Shareholder Approval (the latter
of such applicable dates referred to in this Agreement as the Termination
Date); provided, that the right to terminate this Agreement pursuant to
this Section 8.2(ii) shall not be available to any party whose failure
to fulfill any of its obligations under this Agreement results in such failure
to close.

8.3
Termination by Parent. This Agreement may be terminated by Parent and
the Merger may be abandoned at any time prior to the Effective Time, if (i) the
Company shall have failed to perform in any material respect any of its
obligations under this Agreement to be

48

---



performed at
or prior to such date of termination, which failure to perform is not cured,
within 30 days after the receipt by the Company of written notice of such
failure or a longer period of time if Company is diligently pursuing such cure,
(ii) any breach of a representation or warranty of the Company contained in
this Agreement shall have occurred that would cause the condition set forth in Section
7.3(a) not to be satisfied; provided, that such failure to satisfy such
condition is not cured, within 30 days after the receipt by the Company of
written notice of such failure or a longer period of time if the Company is
diligently pursuing such cure, (iii) the Board of Directors of the Company
withdraws or materially modifies or changes its recommendation of this
Agreement or the Merger in a manner adverse to Parent or Newco, (iv) the
Company Shareholder Approval shall not have been received at the Shareholders
Meeting duly called and held or any adjournment or postponement thereof, (v)
any Person (other than Parent or its Affiliates) acquires or becomes the
beneficial owner of 20% or more of the outstanding Shares or assets of the
Company Parties or (vi) a tender offer or exchange offer for 20% or more of the
outstanding Shares is commenced and the Board of Directors of the Company fails
to recommend against acceptance of such tender offer or exchange offer by its
Shareholders.

8.4
Termination by the Company. This Agreement may be terminated by the
Company and the Merger may be abandoned at any time prior to the Effective Time
if (i) Newco or Parent shall have failed to perform in any material respect any
of their obligations under this Agreement to be performed at or prior to such
date of termination, which failure to perform is not cured, within 30 days
after the receipt by Parent of written notice of such failure or a longer
period of time if Parent or Newco, as applicable, is diligently pursuing such
cure, (ii) any breach of a representation or warranty of Newco or Parent
contained in this Agreement shall have occurred that would cause the condition
set forth in Section 7.2(a) not to be satisfied; provided, that such
failure to satisfy such condition is not cured, within 30 days after receipt by
Parent of written notice of such failure or a longer period of time if Company
is diligently pursuing such cure, or (iii) the Board of Directors of the
Company withdraws or materially modifies or changes its recommendation of this
Agreement or the Merger if there exists at such time a proposal or offer for a
Competing Transaction that constitutes a Superior Competing Transaction
(provided, that the Company shall not be permitted to terminate this Agreement
pursuant to this clause (iii) of Section 8.4 unless (A) the Company has
delivered to Parent a written notice of the Companys intent to enter into such
an agreement to effect a Superior Competing Transaction, (B) 48 hours have
elapsed following Parents receipt of such written notice by the Company, (C)
during such 48-hour period the Company has cooperated with Parent, including
without limitation, informing Parent of the terms and conditions of the
Competing Transaction and the identity of the Person making the Competing
Transaction proposal, with the intent of enabling Parent to agree to a
modification of the terms and conditions of this Agreement so that the
transactions contemplated hereby, as so modified, may be effected, (D)
simultaneously with such termination the Company enters into a definitive
acquisition, merger or similar agreement to effect the Superior Competing
Transaction and (E) simultaneously with such termination, the Company shall
have paid the Termination Fee specified in Section 8.5(b) below.

8.5 Effect
of Termination.

| |     |                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | In the event
 of the termination and abandonment of this Agreement pursuant to Article
 VIII, this Agreement shall forthwith become void and have no effect, without
 any liability on the part of any party hereto or its

49

---



| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Affiliates,
 directors, officers or shareholders, other than the provisions of this Section 8.5 and the provisions of Sections 8.6, 9.1 and 9.2
 and the last two sentences of Section 6.4.
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (i)                                                                                                                                                                                         | For purposes
 of this Section 8.5, and pursuant to the provisions of this Section
 8.5, the following events of termination may result in the obligation to
 pay the Termination Fee defined in clause (ii) of this Section 8.5,
 and the effective date of termination based upon any of the following events
 shall be a  Termination Notice Date:                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                             | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by Parent
 pursuant to Section 8.3(iii) (withdrawal or material modification by
 Company Board),                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                             | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by Parent
 pursuant to Section 8.3(iv) (Company Shareholder Approval),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                             | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by the
 Company pursuant to Section 8.2(ii) (no Closing by Termination Date),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                             | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by Parent
 pursuant to Sections 8.3(i) or 8.3(ii) (breach by Company of
 obligations or representations and warranties) in circumstances where the
 Company fails to cure within a reasonable period of time with respect to a
 matter that it is reasonably capable of curing or fails to take action within
 a reasonable period of time which it is reasonably capable of taking in order
 to satisfy its obligations in Sections 8.3(i) and 8.3(ii),
 provided, that the foregoing cure or action period shall not be greater than
 ninety (90) days in any circumstances,
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                             | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by the
 Company pursuant to Section 8.4(iii) (withdrawal or material
 modification by Company Board), or                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                             | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | by Parent
 pursuant to Section 8.3(v) or (vi) (certain transactions
 relating to the Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (ii)                                                                                                                                                                                        | If (Y) prior
 to a Termination Notice Date, the Company had received a proposal or offer
 for a Superior Competing Transaction; a Person or group advises the Company
 it proposes, intends to propose or is considering proposing a Competing
 Transaction if the Merger is delayed, abandoned or not approved by the
 Companys shareholders; or any Person or group publicly announces it intends
 to propose or is considering proposing a Competing Transaction if the Merger
 is delayed, abandoned or not approved by the Companys shareholders, and (Z)
 in any such case, within eighteen (18) months after the applicable
 Termination Notice Date the Board of Directors of the Company enters into a
 definitive agreement in respect of, or approves or recommends, a

50

---



| |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | Superior
 Competing Transaction with any such Person or group or an Affiliate of any
 such Person or group, or agrees or resolves to do the foregoing, then the
 Company shall make payment to Parent by wire transfer of immediately
 available funds of a fee in the amount of $2,250,000 (the Termination Fee),
 (I) in the case of clause (1) in Section 8.5(a)(i) above, within two
 Business Days following Termination Notice Date applicable thereto, (II) in
 the case of clauses (2), (3) or (4) in Section 8.5(a)(i) above, not
 later than the earliest of the date of such definitive agreement, approval,
 recommendation, agreement or resolution or (III) in the case of clauses (5)
 and (6), simultaneously with such notice of termination. In the event that
 this Agreement is terminated pursuant to the terms of this Agreement and
 Parent is entitled to receive the Termination Fee, the receipt of the
 Termination Fee, by Parent pursuant to the provisions of this Section 8.5,
 shall be the exclusive remedy of Parent and Parent shall not be entitled to
 any further or other rights, claims or remedies at law or in equity, all of
 which further rights, claims and remedies Parent irrevocably waives; provided,
 that Parent shall not be precluded from exercising any remedies upon the
 failure of the Company to pay the Termination Fee when due.

8.6
Expense Reimbursement.

| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | If:  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)  | Parent
 terminates this Agreement pursuant to Section 8.2(ii), but only if the
 failure to close by such Termination Date is due to the non-satisfaction or
 the failure of the Company to perform in any material respect any of its
 obligations under Section 7.3 of this Agreement to be performed at or
 prior to the Termination Date, which non-satisfaction or failure to perform
 is not cured, or is incapable of being cured, within 30 days after the
 receipt by the Company of written notice of such failure; or
| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii) | Parent
 terminates pursuant to Section 8.3(i), 8.3(ii), 8.3(iii),
 8.3(iv), 8.3(v) or 8.3(vi),                                                                                                                                                                                                                                                                                                                                                                                                                                 

then the
Company shall, within two Business Days of receipt of reasonable documentation,
pay to Parent the reasonable fees and expenses of the Parent Service Providers
incurred by or on behalf of Parent or Newco from and after June 10, 2007 in
connection with the due diligence investigation, negotiation, preparation,
financing, execution or consummation of this Agreement and the transactions
contemplated hereby, including reasonable legal, accounting, travel, filing,
printing, financing commitment costs and other out-of-pocket expenses of such
Parent Service Providers. Any amount payable under this Section 8.6(a)
shall be credited against any Termination Fee paid or which becomes payable.

51

---



| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | If:  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)  | the Company
 terminates this Agreement pursuant to Section 8.2(ii), but only if the
 failure to close by such Termination Date is due to the non-satisfaction or
 the failure of Parent or Newco to perform in any material respect any of its
 obligations sunder Section 7.2 of this Agreement to be performed at or
 prior to the Termination Date, which non-satisfaction or failure to perform
 is not cured, or is incapable of being cured, within 30 days after the
 receipt by the Company of written notice of such failure; or
| |     |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii) | the Company
 terminates this Agreement pursuant to Sections 8.4(i) or 8.4(ii),                                                                                                                                                                                                                                                                                                                                                                                                                                                           

then Parent or
Newco shall, within two Business Days of receipt of reasonable documentation,
pay to the Company the reasonable fees and expenses of the Company Service
Providers incurred by or on behalf of the Company from and after June 10, 2007 in connection with the negotiation,
preparation, execution or consummation of this Agreement and the transactions
contemplated hereby, including reasonable legal, accounting, travel, printing
and other out-of-pocket expenses of such Company Service Providers.

8.7
Extension; Waiver. At any time prior to the Effective Time, each of
Parent, Newco and the Company may (i) extend the time for the performance of
any of the obligations or other acts of the other party, (ii) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document, certificate or writing delivered pursuant hereto or
(iii) waive compliance by the other party with any of the agreements or
conditions contained herein. Any agreement on the part of either party hereto
to any such extension or waiver shall be valid only if set forth in any
instrument in writing signed on behalf of such party. The failure of any party
hereto to assert any of its rights hereunder shall not constitute a waiver of
such rights.

ARTICLE IX.
INDEMNIFICATION

9.1
Survival. All representations and warranties of the Company and Parent
contained in this Agreement shall survive the Closing and any claims thereunder
may be asserted at any time on or before 11:59 p.m. (Minneapolis, Minnesota
time) on the later of (i) the fifteen (15)month
anniversary of the Closing Date and (ii) the due date of the Form 10-K of
Parent for the year ended December 31, 2008 (but, in the case of this clause
(ii), not later than March 31, 2009), and shall terminate after the later of
such dates.All covenants
contained in this Agreement shall terminate as of the Closing except for such
covenants that expressly provide for the performance thereunder after the
Closing.

9.2
Indemnification of Parent.

| |     |                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Subject to
 the limitations set forth in this Agreement, from and after the Closing,
 Parent, the Surviving Corporation and their respective Indemnified Parties
 will be indemnified, defended and held harmless from and against, any and all
 Company Related Damages, to the extent that

52

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------
| |     | notice of
 such Company Related Damages and the factual basis therefor has been provided
 by Parent to the Shareholder Representative on or before 11:59 p.m.
 (Minneapolis, Minnesota time) on the later of (i) the fifteen (15)month anniversary of the Closing Date
 and (ii) the due date of the Form 10-K of Parent for the year ended December
 31, 2008 (but, in the case of this clause (ii), not later than March 31,
 2009); provided that all such indemnification shall be made solely from the
 then remaining Indemnification Amounts on deposit under the Escrow Agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | There shall
be no liability under this Section 9.2 pursuant to clause (a) of the
definition of Company Related Damages until the aggregate amount of such
Company Related Damages exceeds $695,000, at which time Parent, the Surviving
Corporation and their respective Indemnified Parties shall be indemnified to
the extent such Company Related Damages exceed such amount, except that with
respect to Company Related Damages resulting from inaccuracies in the
representations and warranties contained in Sections                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 4.1 (Corporate Organization and Qualification);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 4.2 (Capitalization);                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 4.3 (Authority Relative to this Agreement);    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 4.9 (Taxes);                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 4.16 (Brokers and Finders); and                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 4.19 (Indebtedness and Guarantees),            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                
| |     | each of
 Parent, the Surviving Corporation and their respective Indemnified Parties
 shall be indemnified for all amounts from the first dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | There shall
 be no liability for aggregate Company Related Damages in excess of the
 Indemnification Amount plus interest credited with respect thereto under the
 Escrow Agreement. For the avoidance of doubt, the Shareholders and the
 Shareholder Representative shall have no liability hereunder (including with
 respect to Third-Party Claims) to the Parent Parties or the Surviving
 Corporation or their Indemnified Parties except with respect to their
 Pro-Rata Portion of the Indemnification Amount on deposit pursuant to the
 Escrow Agreement.                       

9.3 Indemnification
of Shareholders or the Company.

| |     |                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Subject to
 the limitations set forth in this Agreement, from and after the Closing, the
 Shareholders, the Shareholder Representative and their respective Indemnified
 Parties will be indemnified, defended and held harmless from and against, any
 and all Parent Related Damages to the

53

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------
| |     | extent that
 notice of such Parent Related Damages and the factual basis therefor has been
 provided by the Shareholder Representative to Parent on or before 11:59 p.m.
 (Minneapolis, Minnesota time) on the later of (i) the fifteen (15)month anniversary of the Closing Date
 and (ii) the due date of the Form 10-K of Parent for the year ended December
 31, 2008 (but, in the case of this clause (ii), not later than March 31,
 2009).                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | There shall
 be no liability under this Section 9.3 pursuant to clause (a) of the
 definition of Parent Related Damages until the aggregate amount of such
 Parent Related Damages exceeds $695,000 at which time the Shareholders, the
 Shareholder Representative and their respective Indemnified Parties shall be
 indemnified to the extent such Parent Related Damages exceed such amount, except
 that with respect to Parent Related Damages resulting from inaccuracies in
 the representations and warranties contained in Sections
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 5.1
 (Corporate Organization and Qualification);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 5.2
 (Authority Relative to This Agreement);    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 5.5
 (Financing); and                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 5.7
 (Brokers and Finders)                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 
| |     | each of the
 Shareholders, the Shareholder Representative and their respective Indemnified
 Parties shall be indemnified for all amounts from the first dollar.                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | There shall
 be no liability for aggregate Parent Related Damages in excess of the
 Indemnification Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                  

9.4
Procedure for Indemnification  Third-Party Claims. Promptly after
receipt by Parent, the Surviving Corporation or any of their respective
Indemnified Parties, or the Shareholder Representative, the Company or any of
their respective Indemnified Parties, of written notice of a claim or the
commencement of any action or proceeding against it (a Third-Party Claim),
Parent or the Surviving Corporation, on behalf of themselves and their
Indemnified Parties, and the Shareholder Representative, on behalf of itself,
the Shareholders and their Indemnified Parties, shall, if a claim in respect
thereof is to be made against any Person, give written notice (which in the
case of Company Related Damages, such notice shall be given only to the
Shareholder Representative as representative for the Shareholders and not in
its personal capacity, such Persons to whom such notice is given are referred
to as the Indemnifying Party) to the Indemnifying Party (but the
failure so to notify the Indemnifying Party shall not relieve it of any
liability that it may have to any Indemnified Party except to the extent the
Indemnifying Party demonstrates that the defense of such action is materially
prejudiced thereby). The Indemnifying Party shall be entitled to participate
therein and, to the extent that it shall wish (unless the Indemnifying Party is
also a party to such action or proceeding and the Person seeking indemnification
reasonably determines that joint representation would be inappropriate) to
assume the defense thereof with counsel reasonably

54

---



satisfactory
to such Person seeking indemnification, after notice from the Indemnifying
Party to such Person seeking indemnification of its election so to assume the
defense thereof, the Indemnifying Party shall not be liable to such Person
seeking indemnification for any fees or other expenses of counsel or any other
expenses with respect to the defense of such action or proceeding, in each
case, subsequently incurred by such Person seeking indemnification in
connection with the defense thereof, so long as the Indemnifying Party is
diligently defending the same. If an Indemnifying Party assumes the defense of
such action or proceeding, (a) the Person seeking indemnification shall be
entitled, at its own expense, to participate in the defense thereof, (b) no
compromise or settlement thereof may be effected by the Indemnifying Party
without the Person seeking indemnifications reasonable consent unless (i) the
sole relief provided is monetary damages that are paid in full by the
Indemnifying Party and (ii) such judgment or settlement includes as an
unconditional term thereof the giving by each claimant or plaintiff to each
Person seeking indemnification of a release from all liability in respect of
such action or proceeding and (c) the Person seeking indemnification shall have
no liability with respect to any other compromise or settlement thereof
effected without its consent which shall not be unreasonably withheld. As to
any such action or proceeding as to which the Indemnifying Party did not assume
the defense thereof, no compromise or settlement of any such action or
proceeding may be effected by a Person seeking indemnification without the
Indemnifying Partys consent, which consent will not be unreasonably withheld.

9.5 Procedure for Indemnification  Other Claims. A claim for indemnification
for any matter not involving a Third-Party Claim may be asserted by notice from
Parent or the Shareholder Representative, to the party from whom
indemnification is sought.

9.6 Other Limits on Indemnification. Any claim for indemnification under this
Agreement shall be reduced by any insurance recovery if and when actually
realized or received. Any such recovery shall be promptly repaid by the
Indemnified Party to the Indemnifying Party immediately following the time at
which such recovery is realized or received pursuant to the previous sentence, minus all reasonably allocable costs,
charges or expenses incurred by the Indemnified Party in obtaining such
recovery, excluding costs attributable to such recovery resulting from premium
increase, retrospective premium adjustments and experienced-based premium adjustments.
Notwithstanding the foregoing, if (i) the Company Related Damages or Parent
Related Damages, as the case may be, for which the Indemnifying Party is
obligated to indemnify the Indemnified Party is reduced by any such insurance
recovery in accordance with the provisions of this Section 9.6, and (ii)
the Indemnified Party subsequently is required to repay the amount of any such
insurance recovery or such insurance recovery is disallowed, then the
obligation of the Indemnifying Party to indemnify with respect to such amounts
shall be reinstated immediately and such amounts shall be paid promptly to the
Indemnified Party in accordance with the provisions of this Agreement. In
addition, no party hereto and their related Indemnified Parties shall be indemnified
for punitive, special, exemplary, incidental or consequential damages.

9.7
Exclusivity. Except for claims that cannot be waived as a matter of law
and injunctive and provisional relief (including, but not limited to, specific
performance), from and after the Closing, the indemnification provisions of
this Article IX shall be the exclusive remedy of the parties hereto for
any loss, expense, damage, deficiency, liability, claim or obligation,

55

---



including
investigative costs, costs of defense, settlement costs and attorneys and
accountants fees incurred in connection with this Agreement and the
transactions to be consummated hereby.

ARTICLE X.
GENERAL PROVISIONS

10.1
Binding Arbitration.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Any
 controversy or claim arising out of or relating to this Agreement, the
 breach, termination or validity thereof, or the transactions contemplated
 herein (including any question arising as to whether or not any dispute falls
 within the terms of this Section or the selection of arbitrators) shall be
 settled by binding arbitration in accordance with the Commercial Arbitration
 Rules of the American Arbitration Association, as modified herein, by three
 arbitrators, with each of Parent and the Company (or after the Closing, the
 Shareholder Representative), selecting one arbitrator and the two so selected
 shall select a third (and if they are unable to agree, such third arbitrator
 shall be appointed by the AAA). The arbitration shall be governed by the
 Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and judgment upon the award
 rendered by the arbitrator may be entered by any court having jurisdiction
 thereof. The arbitration shall be conducted in Hennepin County, Minnesota.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | The Parent
 Parties and the Company (and after the Closing, the Shareholder
 Representative) shall have discovery rights as provided by the Federal Rules
 of Civil Procedure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | The Parent
 Parties and the Company (and after the Closing, the Shareholder
 Representative) shall bear their own costs in connection with the arbitration
 and shall share equally the fees and expenses of the arbitrators. The
 foregoing shall not affect rights the Shareholder Representative may have to
 reimbursement for such costs from the Shareholder Fund Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | The parties hereto
 (and after the Closing, the Shareholder Representative), agree that any legal
 proceeding instituted to enforce an arbitration award hereunder will be
 brought in a state or federal court of competent jurisdiction (either state
 or federal) located in Hennepin County, Minnesota and hereby submit to
 personal jurisdiction therein and irrevocably waive any objection as to venue
 therein, and further agree not to plead or claim in any such court that any
 such proceeding has been brought in an inconvenient forum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | Nothing
 herein shall be construed to prevent any party from seeking equitable relief
 in any court of competent jurisdiction to compel specific performance or
 restrain or prohibit any breach or threatened breach of any covenant of the
 parties set forth in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

56

---



ARTICLE XI.
MISCELLANEOUS AND GENERAL

11.1 Payment of Expenses. Except as set forth in Sections 8.5 and 8.6,
whether or not the Merger shall be consummated, each party hereto shall pay its
own expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Notwithstanding the foregoing, each party shall be responsible for one-half of
any filing fee under the HSR Act.

11.2 Survival of Covenants and Agreements; Survival of Confidentiality. This
Section 11.2 shall not limit any covenant or agreement of the parties hereto
which by its terms applies or is to be performed after the Effective Time. The
Confidentiality Agreement shall survive any termination of this Agreement, and
the provisions of such Confidentiality Agreement shall apply to all information
and material delivered by any party hereunder.

11.3 Modification or Amendment. Subject to the applicable provisions of the
MBCA, at any time prior to the Effective Time, the parties hereto may modify or
amend this Agreement, by written agreement executed and delivered by duly
authorized officers of the respective parties; provided, however, that after
approval of this Agreement by the Shareholders, no amendment shall be made
which changes the consideration payable in the Merger by more than one percent
(1%) or adversely affects the rights of the Shareholders hereunder without the
approval of such Shareholders.

11.4 Waiver of Conditions. The conditions to each of the parties obligations
to consummate the Merger are for the sole benefit of such party and may be
waived by such party in whole or in part to the extent permitted by applicable
Law.

11.5 Counterparts. For the convenience of the parties hereto, this Agreement
may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together
constitute the same agreement. This Agreement may be signed and delivered by
facsimile or other electronic means, with the same effect as personal delivery
of manually signed copies.

11.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, without giving effect to
the principles of conflicts of law thereof.

11.7 Notices. Any notice, request, instruction or other document to be given
hereunder by any party to the other parties shall be in writing and shall be
deemed duly given when delivered personally or one Business Day after being
sent by overnight courier or three Business Days after being sent by registered
or certified mail, postage prepaid, or when sent by facsimile transmission
(with a confirming copy sent by overnight courier), as follows:

57

---



| |                         |                                                                                                                                                                  | 
| | ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | If to
 Company:        
| |                         |                                                                                                                                                                 
| |                         | Hutchinson
 Telephone Company 
 235 Franklin Street Southwest 
 P.O. Box 279 
 Hutchinson, Minnesota 55350
 Attn: Walter S. Clay 
 Facsimile No.: (320) 234-5251
| |                         |                                                                                                                                                                 
| | With a copy
 to:       
| |                        
| |                         | Leonard,
 Street and Deinard, P.A. 
 150 South Fifth Street
 Suite 2300
 Minneapolis, MN 55402 
 Attn: Steven D. DeRuyter, Esq. 
 Facsimile No.: (612) 335-1657 
| |                         |                                                                                                                                                                 
| | If to Parent
 or Newco:
| |                        
| |                         | New Ulm
 Telecom, Inc. 
 27 North Minnesota Street 
 New Ulm, Minnesota 56073
 Attn: Bill Otis 
 Facsimile: (507) 359-1611                                      
| |                         |                                                                                                                                                                 
| | With a copy
 to:       
| |                        
| |                         | Lindquist
 & Vennum PLLP
 4200 IDS Center 80 South Eighth Street
 Minneapolis, MN 55402
 Attn: Thomas G. Lovett
 Facsimile No.: (612) 371-3207                  
| |                        

or to such
other persons or addresses as may be designated in writing by the party to
receive such notice.

11.8
Entire Agreement; Assignment. This Agreement (including the documents
and the instruments referred to herein) and the Confidentiality Agreement (a)
constitute the entire agreement among the parties with respect to the subject
matter hereof, and (b) shall not be assigned by operation of law or otherwise.

11.9
Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and their respective successors and
assigns. Nothing in this Agreement, express or implied, other than from and
after the Effective Time the right to receive the consideration payable in the
Merger pursuant to Article III hereof is intended to or shall confer
upon any other Person any rights, benefits or remedies of any nature whatsoever
under or

58

---



by reason of
this Agreement; provided, however, that from and after the
Effective Time the provisions of Section 6.6 shall inure to the benefit
of and be enforceable by the D&O Indemnified Parties.

11.10
Certain Definitions. As used in this Agreement, each of the following
terms has the meaning given in this Section 11.10 or in the Section
referred to below:

Access
Rights has the meaning specified in Section 4.14(xi).

Accounts
Receivable has the meaning specified in Section 4.20.

Additional
Payment has the meaning specified in Section 3.4(d).

Affected
Employees has the meaning specified in Section 6.11(a).

An
Affiliate of, or a Person affiliated with, a specific Person is a
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified.

Aggregate
Merger Consideration has the meaning specified in Section 3.2(b).

Agreement
means this Agreement, as amended, supplemented and/or modified from time to
time.

Alternative
Employment has the meaning specified in Section 6.11(b).

Balance
Sheet Date has the meaning specified in Section 4.5(a).

Bonus
Payments has the meaning specified in Section 3.2(i).

Board
of Directors has the meaning specified in the introductory paragraphs of
this Agreement.

Business
Day shall mean any day, other than a Saturday or Sunday, on which commercial
banks are open for business in the City of New York, and the City of
Minneapolis, Minnesota.

Cash
on Hand has the meaning specified in Section 3.2(d).

CERCLA
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, 42 U.S.C. Sections 9601 et. seq., and the
regulations promulgated thereunder.

Change
of Control Agreement means the agreements set forth on Schedule 6.10
hereto between the Company and any employee of the Company that provides such
employees the opportunity to receive retention payments and severance payments
on the terms and conditions set forth therein.

Claim
has the meaning specified in Section 6.6(c).

59

---



Closing
has the meaning specified in Section 1.4(a).

Closing
Date means the date on which the Closing occurs.

Closing
Date Statement has the meaning specified in Section 3.4(a).

Code
has the meaning specified in Section 4.10(c).

Company
has the meaning specified in the introductory paragraph of this Agreement.

Company
Disclosure Schedule means the Company Disclosure Schedule attached hereto.

Company
Joint Ventures has the meaning specified in Section 4.2.

Company
Joint Venture Permit all permits, licenses, franchises, variances,
exemptions, orders, privileges, registrations, immunities, certificates and
approvals of all governmental or regulatory authority that are required from
the Company Joint Ventures to own, lease or operate their assets and to carry
on their businesses as currently conducted.

Company
Joint Venture Property means any real or personal property, plant,
building, facility, structure, underground storage tank, equipment or unit, or
other asset owned, leased or operated by any of the Company Joint Ventures.

Company
Joint Venture Real Property has the meaning specified in Section
4.18(c).

Company
Leased Real Property has the meaning specified in Section 4.18(c).

Company
Material Adverse Effect shall mean any adverse change, or change, event or
occurrence reasonably expected to have an adverse change, in the financial
condition, business or results of operations of the Company Parties, taken as a
whole, excluding any (i) changes or effects resulting from general changes in
economic, market, financial or capital market, regulatory or political
conditions, and changes in conditions generally applicable to the industries in
which the Company Parties are involved, which in each case have not had and are
not reasonably expected to have a disproportionate effect on the Company
Parties taken as a whole or (ii) changes which result from the announcement or
the consummation of the transactions contemplated hereby.

Company
Owned Real Property has the meaning specified in Section 4.18(b).

Company
Parties means the Company and its Subsidiaries.

Company
Permits has the meaning specified in Section 4.15.

Company
Plans has the meaning specified in Section 4.10(a).

Company
Property means any real or personal property, plant, building, facility,
structure, underground storage tank, equipment or unit, or other asset owned,
leased or operated by any of the Company Parties.

60

---



Company
Real Property has the meaning specified in Section 4.18(c).

Company
Related Damages means (a) any and all Damages that Parent, the Surviving
Corporation and their related Indemnified Parties incur or suffer arising from
any inaccuracy in (i) any of the representations and warranties made by the
Company, determined in each case as of the Closing Date as though made at and
as of the Closing Date (except to the extent such representations and
warranties speak as of an earlier date) or (ii) any certificate delivered by or
on behalf of the Company pursuant to this Agreement (in each case without
giving effect to any materiality or Company Material Adverse Effect
qualifications or exceptions contained therein), (b) all Damages that Parent,
the Surviving Corporation and their related Indemnified Parties incur or suffer
pursuant to Section 6.6 hereof relating to the Excess Tail Cost or the SR
Deductible Responsibility and (c) any and all Damages that Parent, the Surviving
Corporation and/or their related Indemnified Parties incur or suffer arising
from failure by the Company to comply with any covenant in this Agreement.

Company
Representatives has the meaning specified in Section 6.2(a).

Company
Service Providers means (i) Stifel Nicolaus & Company, Incorporated,
(ii) Leonard, Street and Deinard Professional Association, (iii) Briggs and
Morgan and (iv) such other advisors, counsel and accountants that provide
services to the Company in connection with the consummation of the transactions
contemplated hereby.

Company
Shareholder Approval has the meaning specified in Section 4.4(b).

Competing
Transaction has the meaning specified in Section 6.2(a).

Confidentiality
Agreement has the meaning specified in Section 6.4.

Damages
means any and all damages, losses, claims, liabilities, Taxes, demands,
charges, suits, penalties, costs, expenses (including court costs and
reasonable attorneys fees and expenses incurred in investigating and preparing
for any action or proceeding, but excluding punitive, special, consequential
and incidental damages) or diminutions of value, whether or not involving a
Third-Party Claim.

Disclosure
Schedule means, as applicable, the Company Disclosure Schedule or the
Parent Disclosure Schedule.

Disbursing
Agent has the meaning specified in Section 3.3(a).

Disbursing
Agent Agreement has the meaning specified in Section 3.3(a).

Dissenting
Shares has the meaning specified in Section 3.8.

D&O
Contribution Amount has the meaning specified in Section 6.6(b).

D&O
Indemnified Parties has the meaning specified in Section 6.6(a).

Effective
Time has the meaning specified in Section 1.2.

61

---



Enterprise
Value has the meaning specified in Section 3.2(b).

Environmental
Laws has the meaning specified in Section 4.11.

ERISA
has the meaning specified in Section 4.10(a).

ERISA
Affiliate has the meaning specified in Section 4.10(b).

Escrow
Agent means an escrow agent selected by Parent and reasonably acceptable
to the Company.

Escrow
Agreement has the meaning specified in Section 3.5(a).

Escrow
Amount means the sum of the Indemnification Amount, the True-Up Reserve
Amount and the Shareholder Fund Amount.

Estimated
Aggregate Merger Consideration has the meaning specified in Section
3.2(k).

Estimated
Per Share Merger Consideration has the meaning specified in Section
3.2(j).

Excess
Tail Cost has the meaning specified in Section 6.6(b).

Exchange
Act means the Securities Exchange Act of 1934, as amended.

FCC
has the meaning specified in Section 4.4(a)(ii).

FCC
Rules shall mean the Communications Act of 1934, as amended, including as
amended by the Telecommunications Act of 1996, and the rules and regulations
adopted by the FCC thereunder.

Final
Downward Adjustment means the amount by which the Estimated Aggregate
Merger Consideration exceeds the Aggregate Merger Consideration.

Final
Per Share Merger Consideration has the meaning specified in Section
3.2(a).

Final
Upward Adjustment means the amount by which the Aggregate Merger
Consideration exceeds the Estimated Aggregate Merger Consideration.

Final
Working Capital means the excess (or deficit) of (a) the current assets of
the Company, excluding (i) cash and cash equivalents on hand by the Company and
included in the definition of Cash On Hand in Section 3.2and (ii) the Midwest
Wireless Receivable less (b) the current liabilities of the Company, excluding
(i) the current portion of any Indebtedness of the Company Parties, (ii) interest
accrued with respect to such Indebtedness and (iii) any amounts accrued for
payments for Bonus Payments or Transaction Expenses. Final Working Capital
shall be calculated as of the close of business on the day prior to the
Closing. Except as otherwise set forth herein, Final Working Capital shall be
calculated in accordance with GAAP. An example of the calculation of Final
Working Capital using, for purposes of illustration, March 31, 2007 Company
financial statements is set forth on Exhibit D.

62

---



Financial
Statements has the meaning specified in Section 4.5(a).

Financing
Letter has the meaning specified in Section 5.5.

Former
Directors and Officers has the meaning specified in Section 6.6(b).

Fully
Diluted Shares has the meaning specified in Section 3.2(c).

GAAP
means generally accepted accounting principles, as recognized by the U.S.
Financial Accounting Standards Board (or any generally recognized successor).

Governmental
Entity means any national, state, county or municipal government, domestic
or foreign, any agency, board, bureau, commission, court, department or other
instrumentality of any such government, or any arbitrator in any case that has
jurisdiction over the Company Parties or any of their properties or assets, or
Parent or any of its subsidiaries, properties or assets.

Hazardous
Substances means (a) any petroleum or petroleum products, fractions or
wastes, radioactive materials or wastes, friable asbestos and polychlorinated
biphenyls, and (b) any other chemical, material, substance or waste, the
generation, manufacture, processing, distribution, possession, use, treatment,
storage or Release of which is prohibited, limited or regulated under any applicable
Environmental Law.

HSR
Act has the meaning specified in Section 4.4(a)(ii).

Indebtedness
means, as of the date of calculation, with respect to any Person, all
obligations or other liabilities of such Person (i) for borrowed money, (ii) in
respect of letters of credit, bankers acceptances or other similar instruments
or reimbursement obligations with respect thereto, (iii) to pay the deferred
purchase price of any asset, property or right, (iv) under capitalized leases,
(v) under an interest rate, currency or other swap, cap, floor or collar
agreement, hedge agreement, forward contract, or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument
or agreement, (vi) evidenced by notes, bonds, debentures or similar instruments
and (vii) under any mortgage, deed of trust, indenture, security agreement or
other agreement securing any of the foregoing obligations, but shall not
include express guaranties of third party debt.

Indemnification
Amount means $5,212,500 initially, and after Closing, any and all interest
credited under the Escrow Agreement to the Indemnification Amount less any
withdrawals used to satisfy indemnification liabilities under Article IX.

Indemnified
Party means the directors, managers, officers, employees, members,
stockholders, agents, advisors, attorneys, accountants, consultants and
Affiliates of the Person specified.

Indemnifying
Party has the meaning specified in Section 9.4.

Independent
Accounting Firm has the meaning specified in Section 3.4(b).

63

---



Intangible
Property has the meaning specified in Section 4.12(a).

Interim
Balance Sheet has the meaning specified in Section 4.5(a).

Interim
Financials has the meaning specified in Section 4.5(a).

IRS
has the meaning specified in Section 4.10(c).

Joint
Venture means any corporation, limited liability company, partnership,
joint venture, trust, association or other entity which is not a Subsidiary of
the Company and in which (i) the Company directly or indirectly owns or
controls any shares of any class of the outstanding voting securities or other
equity interests or (ii) the Company or one of its Subsidiaries is a general
partner.

Knowledge
of the Company shall mean the actual knowledge of Walter S. Clay, Thomas
Dahl and Steven Senart, in each case after reasonable inquiry under the
circumstances.

Knowledge
of the Executives shall mean the actual knowledge of Walter S. Clay,
Thomas Dahl and Steven Senart (without any duty of inquiry).

Law
has the meaning specified in Section 4.13.

Letter
Of Transmittal has the meaning specified in Section 3.3(b).

Lien
means any lien, mortgage, security interest, pledge, deposit, production
payment, restriction, burden, encumbrance, right of purchase, right of a vendor
under any title retention or conditional sale agreement, or lease or other
arrangement substantially equivalent thereto.

MBCA
has the meaning specified in the introductory paragraph of this Agreement.

Merger
has the meaning specified in Section 1.1.

MERLA
means the Minnesota Environmental Response and Liabilities Act, Minnesota
Statutes, Chapter 115B, as amended, and the regulations promulgated thereunder.

Midwest
Wireless Receivable means a portion of the proceeds from the sale of
Midwest Wireless Holdings L.L.C. to Alltel Corporation in the pre-Tax amount of
approximately $1,090,000.

Multiemployer
Plan has the meaning specified in Section 4.10(b).

Newco
has the meaning specified in the introductory paragraph of this Agreement.

Order
has the meaning specified in Section 4.13.

Outstanding
Shares has the specified meaning in Section 4.2.

Parent
has the meaning specified in the introductory paragraph of this Agreement.

64

---



Parent
Material Adverse Effect shall mean any adverse change, or change, event or
occurrence reasonably expected to have an adverse change, in the financial
condition, business or results of operations of Parent and its subsidiaries,
taken as a whole, excluding (i) any changes or effects resulting from general
changes in economic, market, regulatory or political conditions, and changes in
conditions generally applicable to the industries in which Parent and its
subsidiaries are involved, which in each case have not had and are not
reasonably expected to have a disproportionate effect on Parent and its
subsidiaries taken as a whole or (ii) changes which result from the
announcement or the consummation of the transactions contemplated hereby.

Parent
Parties has the meaning specified in Section 3.1(a).

Parent
Related Damages means (a) any and all Damages that the Shareholders and
their related Indemnified Parties incur or suffer arising from any inaccuracy
in (i) any of the representations and warranties made by Parent, determined in
each case as of the Closing Date as though made at and as of the Closing Date
(except to the extent such representations and warranties speak as of an
earlier date) or (ii) any certificate delivered by or on behalf of Parent
pursuant to this Agreement (in each case without giving effect to any
materiality or Parent Material Adverse Effect qualifications or exceptions
contained therein), and (b) any and all Damages that the Shareholders and their
related Indemnified Parties incur or suffer arising from failure by the Parent
Parties to comply with any covenant in this Agreement.

Parent
Service Providers means (i) Williams Company Consulting, Inc., (ii)
Lindquist & Vennum P.L.L.P. and (iii) such other advisors, counsel and
accountants that provide services to Parent in connection with the consummation
of the transactions contemplated hereby.

Payment
Fund has the meaning specified in Section 3.3(a).

Permitted
Liens means: (i) Liens for taxes, assessments or other governmental
charges or levies if the same shall not at the particular time in question be
due and delinquent or are being contested in good faith by appropriate
proceedings, (ii) Liens of carriers, warehousemen, mechanics, laborers,
materialmen, landlords, vendors, workmen and operators arising by operation of
law in the ordinary course of business or by a written agreement for sums not
delinquent, (iii) inchoate Liens incurred in the ordinary course of business in
connection with workers compensation, unemployment insurance and other social
security legislation (other than ERISA) which would not and will not,
individually or in the aggregate, exceed $75,000 in the aggregate, (iv) Liens
incurred in the ordinary course of business to secure the performance of bids,
tenders, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance and repayment bonds and other obligations of a like nature
which would not and will not, individually or in the aggregate, impair in any
material respect the value of the assets of the Company Parties or interfere
with the ordinary conduct of the business of the Company Parties or rights to
any of its assets, (v) easements, rights-of-way, restrictions (without
effective forfeiture provisions), servitudes, permits, conditions, covenants
and reservations of record that affect the property which would not and will
not materially impair the value of the assets of the Company Parties or
interfere with the ordinary conduct of the business of the Company Parties or
rights to any of its assets, and (vi) any defects, irregularities or
deficiencies in title to

65

---



easements,
leases, licenses, rights-of-way or other use agreements that do not affect in
any material respect the value of any asset of the Company Parties.

Person
means an individual, corporation, partnership, limited liability company,
association, trust, unincorporated organization, entity or group (as defined in
the Exchange Act).

Per
Share Escrow Amount has the meaning specified in Section 3.2(l).

Pro-Rata
Portion means, with respect to a particular Shareholder, an amount
expressed as a percentage equal to the quotient of (a) the sum of the number of
Shares of the Company owned by the Shareholder immediately prior to the
Effective Time, divided by (b) Fully Diluted Shares.

Proxy
Statement has the meaning specified in Section 3.6(a).

Related
Persons has the meaning specified in Section 4.18(d).

Representative
has the meaning specified in Section 6.4.

Scheduled
Agreement has the meaning specified in Section 4.16.

SEC
means the Securities and Exchange Commission.

Shares
has the meaning specified in Section 4.2.

Shareholder
Fund Amount means $200,000, together with any and all interest credited
under the Escrow Agreement to the Shareholder Fund Amount.

Shareholder
means the holders of the Outstanding Shares as of the date hereof and any
subsequent transferee after the date hereof.

Shareholder
Representative has the meaning specified in Section 3.10(a).

Shareholders
Meeting has the meaning specified in Section 3.6(d).

SR
Deductible Responsibility has the meaning specified in Section 6.6(b).

State
Communications Laws and Regulations has the meaning specified in Section
4.4(a)(ii).

Statement
of Objections has the meaning specified in Section 3.4(b).

Subsidiary
means Hutchinson Cellular, Inc. and Hutchinson Telecommunications, Inc.

Superior
Competing Transaction has the meaning specified in Section 6.2(a).

Surviving
Corporation has the meaning specified in Section 1.1.

Tail
Policies has the meaning specified in Section 6.6(b).

66

---



Target
has the meaning specified in Section 3.2(g).

Tax
returns means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

Tax
or Taxes means taxes of any kind, levies or other like assessments, customs,
duties, imposts, charges or fees, including income, gross receipts, ad valorem,
value added, excise, real or personal property, asset, sales, use, federal
royalty, license, payroll, transaction, capital, net worth and franchise taxes,
estimated taxes, withholding, employment, social security, workers
compensation, utility, severance, production, unemployment compensation,
occupation, premium, windfall profits, transfer and gains taxes and other
governmental taxes imposed or payable to the United States or any state, local
or foreign Governmental Entity, including any subdivision or agency thereof,
and in each instance such term shall include any interest, penalties or additions
to tax attributable to any such tax, including penalties for the failure to
file any Tax return or report.

Termination
Date has the meaning specified in Section 8.2.

Termination
Fee has the meaning specified in Section 8.5(a)(ii).

Termination
Notice Date has the meaning specified in Section 8.5(a)(i).

Third
Party has the meaning specified in Section 6.2(a).

Third-Party
Claim has the meaning specified in Section 9.4.

True-Up
Reserve Amount means $300,000, together with any and all interest credited
under the Escrow Agreement to the True-Up Reserve Amount.

Transaction
Expenses has the meaning specified in Section 3.2(h).

TSCA
means the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq. and
the regulations promulgated thereunder.

Voting
Agreements has the meaning specified in the Recitals.

Working
Capital Decrease has the meaning specified in Section 3.2(f).

Working
Capital Increase has the meaning specified in Section 3.2(e).

Year-End
Balance Sheet has the meaning specified in Section 4.5(a).

Year-End
Financials has the meaning specified in Section 4.5(a).

11.11
REFERENCES AND TITLES. All references in this Agreement to Exhibits, Schedules,
Articles, Sections, subsections and other subdivisions refer to the
corresponding Exhibits, Schedules, Articles, Sections, subsections and other
subdivisions of or to this Agreement unless expressly provided otherwise.
Titles appearing at the beginning of any

67

---



Articles,
Sections, subsections or other subdivisions of this Agreement are for
convenience only, do not constitute any part of this Agreement, and shall be
disregarded in construing the language hereof. The words this Agreement,
herein, hereby, hereunder and hereof, and words of similar import,
refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The words this Article, this Section and this
Subsection, and words of similar import, refer only to the Article, Section or
subsection hereof in which such words occur. The word OR is not exclusive,
and the word including (in its various forms) means including without limitation.
Pronouns in masculine, feminine or neuter genders shall be construed to state
and include any other gender, and words, terms and titles (including terms
defined herein) in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.

11.12
Obligation of Parent. Whenever this Agreement requires Newco to take any
action, such requirement shall be deemed to include an undertaking on the part
of Parent to cause Newco to take such action.

11.13
Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, each of which shall remain in full force and
effect.

11.14
Captions. The Article, Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

68

---



IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective duly
authorized officers as of the date first above written.

|                         |                                               |                    
|------------------------ | --------------------------------------------- | -------------------
|                         | HUTCHINSON TELEPHONE COMPANY                 
|                         |                                               |                    
|                         | By:                                           | /s/ Walter
 S. Clay
|                         |                                               |                    
|                         | Name: Walter
 S. Clay                        
|                         | Title:
 President and Chief Executive Officer
|                         |                                              
|                         | NEW ULM TELECOM, INC.                        
|                         |                                              
|                         | By:                                           | /s/ Bill
 Otis     
|                         |                                               |                    
|                         | Name: Bill
 Otis                             
|                         | Title:
 President and Chief Executive Officer
|                         |                                              
|                         | HUTCHINSON ACQUISITION CORP.                 
|                         |                                              
|                         | By:                                           | /s/ Bill
 Otis     
|                         |                                               |                    
|                         | Name: Bill
 Otis                             
|                         | Title:
 President and Chief Executive Officer
|                         |                                               |                    
|Acknowledged and Agreed: |                                               |                    
|                         |                                               |                    
|/s/ Walter
 S. Clay      |                                               |                    
|                         |                                               |                    
|Walter S.
 Clay          |                                               |                    

---