##### 



SH
10/17/05
 AGREEMENT
 For
 PURCHASE AND SALE
 of
 CUSTOMER ACCESS LINES
 Dated as of October __, 2005
 By and Among
 SPRINT COMMUNICATIONS COMPANY, L.P.,
 SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.,
 And
 TRINSIC, INC.




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##### 



AGREEMENT FOR PURCHASE AND SALE OF CUSTOMER ACCESS LINES
  RECITALS
    ARTICLE 1
PURCHASE AND SALE OF ASSETS
 Purchase and Sale of Transferred Assets
 Assumption of Obligations by Buyer Exhibit A




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Purchase Price
 Cash Payment at Closing
 Post-Closing Payments
 Adjustment to Per Line Purchase Price
 2




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Pre-Execution
 Prorations
 Allocation of the Purchase Price for Tax Purposes
 3




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Transfer Taxes
 ARTICLE 2
 ACCESS
 Access to Books and Records
 Access to Customer Data
 ARTICLE 3
 CLOSING
 Closing
 Deliveries by Sellers to Buyer
  4




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Exhibit A
 Exhibit B
 Deliveries by Buyer to Sellers
  Exhibit C
  Exhibit A
 Further Assurances
 Partial Closing
 5




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ARTICLE 4
 CONDITIONS
 Conditions to Buyers Obligations
 Representations and Warranties
 Covenants and Agreements
 Governmental Approvals
 Legal Proceedings; No Injunction
 Certificates and Other Documents
 No Material Adverse Effect
 Conditions to Sellers Obligations
 Representations and Warranties
 6




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Covenants
 Governmental Approvals
 Legal Proceedings; No Injunction
 Certificates and Other Documents
 Purchase Price
 ARTICLE 5
 REPRESENTATIONS AND WARRANTIES
 Buyers Representations and Warranties
 Organization
 Authority
 7




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No Restrictions Against Transactions Schedule 5.1.3
 Brokers
 Litigation
 Funding
 Sellers Representations and Warranties
 Organization
 Authorization, Execution and Delivery
 8




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Transferred Assets
 Governmental Authorization Schedule 5.2.4
 Litigation
 Tax Matters
 No Material Violation
 Customer Contracts Schedule 5.2.8 Schedule 5.2.8
 9




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Brokers
 Customer Deposits and Residual Payments
 Customer Access Lines and Partnership Programs Schedule 5.2.11(a) Schedule 5.2.11(b) Schedule 5.2.11(c)
 Slamming, Cramming and Bill Presentation
 Disclosure
 ARTICLE 6
 COVENANTS
 Covenants of Sellers
 Satisfaction of Conditions
 Maintenance and Conduct of Business
   10




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Seller Rate Changes
 Buyer Audit Rights
 Post-Closing Changes to Seller Incentives 11
        Consent to Assignment
 Mutual Covenants
 Public Announcements Exhibit D
 Cooperation
 PUC Filings
 12




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FCC Filings
 Buyer State Filings
 Interim Process Agreement Schedule 6.2.6
 ARTICLE 7
 TERMINATION
 Termination By Buyer
 Termination By Seller
 Termination By Buyer or Sellers
 13




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Effect of Termination
 ARTICLE 8
 ADDITIONAL MATTERS
 Pre-Closing
 Collection of Receivables
 Notice to Customers
 Customer Records
 14




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Carrier Access Billing
 New Customer Service Orders and Service Change Orders
    Bulk Sales Laws
 15




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##### 



ARTICLE 9
INDEMNIFICATION
 Survival
 Indemnification and Payment of Damages by Sellers
 Indemnification and Payment of Damages by Buyer
 Procedure for Indemnification  Third Party Claims
  16




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Procedure for Indemnification  Other Claim
 Limitations on Sellers Indemnification of Purchaser
 Limitations on Buyers Indemnification of Sellers
 17




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ARTICLE 10
WAIVER OF TRIAL BY JURY
 Waiver of Trial by Jury
 ARTICLE 11
 CERTAIN DEFINITIONS
 Defined Terms
 Accounts Receivable
 Affiliate
 Agreement
 Assumed Liabilities
   Assumption Agreement
 18




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Attrition Rate
 Business
 Buyer
 Buyers Knowledge
 Closing
 Closing
Date
 Code
 Customer
 Customer Access Line Schedule 5.2.11(a)
 Customer Contracts
 Encumbrances
 Escrowed Funds
 Excluded Assets
  19




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FCC
 FCC Approval
 Governmental Approval
 Governmental Authority
 In-Service Customer Access Lines
 Interim Process Agreement
 Law Laws
 Letter of Intent
 Material
Adverse Effect
 20




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Partnership Customer Access Lines Schedule 5.2.11(c) Schedule 5.2.11(b)
 Partnership Program Schedule 5.2.11(b)
 Permits
 Person
  PUC
 PUC Approval
 Proration Periods   Purchase
Price   Purchase Price Adjustment
 Retained Books and Records
 Retained Liabilities
 Seller(s)
 Sellers Knowledge
 Service Agreement
 Sprint
 21




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Sprint Virginia
 Transactions
 Transaction Documents
 Transfer Taxes
 Transferred Assets
     Transferred Books and Records
 Transition
 Interpretation
 ARTICLE 12
 GENERAL
 Time of the Essence
 22




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Notices
  
  
  
  
 Waivers
 23




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##### 



Payment of Expenses
 Headings
 Counterparts; Facsimile
 Successors and Assigns
 Assignment
 Additional Instruments and Assistance
 Governing Law
 Severability
 Amendments
 24




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##### 



No Construction Against the Drafting Party
 Entire Agreement; No Third Party Beneficiaries
 25




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##### 



BUYER:TRINSIC, INC.By:Name:Its:SELLERS:SPRINT COMMUNICATIONS
COMPANY, L.P.By:Name:Its:SPRINT COMMUNICATIONS
COMPANY OF VIRGINIA, INC.By:Name:Its:
 26




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##### 



EXHIBITS
 and
 SCHEDULES
 to
 AGREEMENT
 For
 PURCHASE AND SALE
 of
 CUSTOMER ACCESS LINES
 Dated as of October __, 2005
 By and Among
 SPRINT COMMUNICATIONS COMPANY, L.P.,
 SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.,
 And
 TRINSIC, INC.




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##### 



Exhibit A       Assumption Agreement
 ASSIGNMENT AND ASSUMPTION AGREEMENT
      Capitalized Terms
 Assignment
 Assumption
 Terms of the Purchase Agreement




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##### 



Further Actions
 Benefit and Assignment
 Counterparts
 Choice of Law




---



##### 



ASSIGNEE:TRINSIC, INC.By:Name:Title:ASSIGNORS:SPRINT COMMUNICATIONS COMPANY, L.P.By:Name:Title:SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.By:Name:Title:




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##### 



Exhibit B
Sellers Closing Certificates
 SPRINT COMMUNICATIONS COMPANY, L.P.
 CLOSING CERTIFICATE




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##### 



SPRINT COMMUNICATIONS COMPANY, L.P.By:Name:Title:




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##### 



SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.
 CLOSING CERTIFICATE




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##### 



SPRINT COMMUNICATIONS COMPANY OF VIRGINIA, INC.By:Name:Title:




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##### 



Exhibit C      Buyer Closing Certificate
 TRINSIC, INC.   CLOSING CERTIFICATE
 Agreement Sprint Sprint Virginia Buyer




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TRINSIC, INC.By:Name:Title:




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##### 



Exhibit D          Press ReleaseFOR IMMEDIATE RELEASE
    
    Contact:
    
    Andrew GrahamCorporate Counselagraham@trinsic.com(813) 233-4567
 TRINSIC SIGNS DEFINITIVE AGREEMENT TO ACQUIRE SPRINT LINES
   Forward-Looking Statements




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##### 



About Trinsic
 www.trinsic.com




---



##### 



Schedule 5.1.3
Required Approvals




---



##### 



Schedule 5.2.4
Required Approvals




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##### 



Schedule 5.2.8
Customer Contracts




---



##### 



Schedule 5.2.11(a)
Customer Access Lines




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##### 



Schedule 5.2.11(b)
 List of Partnership Programs
 Sprint Partners with Sprint Complete SensePartners
    
    USAAAmerica WestAirlines
    
    USAAUnited Airlines
    
    USAA ServiceUS AirVirgin Atlantic Airways




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##### 



Schedule 5.2.11(c)
Partnership Customer Access Lines
   # OF# OF LINES
    
    # OF ACCTS
    
    LINES
    
    # OF ACCTSAirlines*
    
    
    15,685
    
    
    
    14,310
    
    
    
    9.84
    %
    
    
    9.17
    %USAA (5% dis)
    
    
    21,881
    
    
    
    20,244
    
    
    
    13.73
    %
    
    
    12.98
    %Non-Partner
    
    
    121,780
    
    
    
    121,418
    
    
    
    76.42
    %
    
    
    77.85
    %159,346
    
    
    
    155,972
    
    
    
    100.0
    %
    
    
    100.0
    %
  
 *
    
    There are less than 1,200 additional lines that were associated with partnership
programs that were terminated in 2005 or earlier that are not included in these
numbers.




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##### 



Schedule 5.2.12
Slamming, Cramming and Bill Presentation Claims Received
by Sprint Prior to Execution of Agreement
  NY
    
    
    7168421810
    
    
    
    7168421810
    
    
    UHRIEL BEDOYAPA
    
    
    2152262579
    
    
    
    2152262579
    
    
    JESSIE NATHANPA
    
    
    7244957391
    
    
    
    7244957391
    
    
    JE CWYNARMD
    
    
    4104801068
    
    
    
    4104801068
    
    
    MARGARET DILLARDCA
    
    
    7074442842
    
    
    
    7074442842
    
    
    NORMAN BRADFORDTN
    
    
    8654089984
    
    
    
    8654089984
    
    
    ED FENDLEYNJ
    
    
    8566860436
    
    
    
    8566860436
    
    
    EILEEN BLEMINGSWI
    
    
    4144664347
    
    
    
    4144664347
    
    
    IRMA LINDNERWA
    
    
    4256431324
    
    
    
    4256431324
    
    
    LARRY GALLOWAYCA
    
    
    5102624623
    
    
    
    5102624623
    
    
    GAIL JOHNSONNY
    
    
    2122557680
    
    
    
    2122557680
    
    
    COCO MCPHERSONMD
    
    
    3014327338
    
    
    
    3014327338
    
    
    MICHAEL KINNAWA
    
    
    3604120435
    
    
    
    3604120435
    
    
    RICHARD SALVAGEVA
    
    
    7035221382
    
    
    
    7035221382
    
    
    ALICIA CHANNY
    
    
    7184576575
    
    
    
    7184576575
    
    
    BRADFORD HILLNY
    
    
    5185833057
    
    
    
    5185833057
    
    
    THEODORE SCOTTCO
    
    
    9702784056
    
    
    
    9702784056
    
    
    RONALD HILLEGAARTIL
    
    
    7083670354
    
    
    
    7083670354
    
    
    KYLE M. HOPKINSAZ
    
    
    4804968910
    
    
    
    4804968910
    
    
    L C ACCOUNTING SERVICESMI
    
    
    3133680813
    
    
    
    3133680813
    
    
    ARTEZ WILLIAMSPA
    
    
    7249815641
    
    
    
    7249815641
    
    
    TOM OFFUTTPA
    
    
    7179448224
    
    
    
    7179448224
    
    
    JENNIFER LINNY
    
    
    7185432728
    
    
    
    7185432728
    
    
    STEPHEN KAVASHANSKYPA
    
    
    4128810302
    
    
    
    4128810302
    
    
    VIRGINIA ODOSKINJ
    
    
    8568813995
    
    
    
    8568813995
    
    
    ELEANOR GRAMIGNANY
    
    
    7187650658
    
    
    
    7187650658
    
    
    MARIA SILVAIN
    
    
    3178990010
    
    
    
    3178990010
    
    
    SHEILA L WALKERTX
    
    
    2814122584
    
    
    
    2814122584
    
    
    TRACI MEISHERIL
    
    
    7083453083
    
    
    
    7083453083
    
    
    CHRISTINA DELAGARZAOH
    
    
    7402646669
    
    
    
    7402646669
    
    
    JOHN VARGONY
    
    
    7188375093
    
    
    
    7188375093
    
    
    MARIA ROMANNY
    
    
    5168678256
    
    
    
    5168678256
    
    
    BRYAN BASILIL
    
    
    7736850815
    
    
    
    7736850815
    
    
    ELANA DUARTEKY
    
    
    5024544007
    
    
    
    5024544007
    
    
    PORTIA BROWNTX
    
    
    7139471274
    
    
    
    7139471274
    
    
    FEDERICO ROBLEDONJ
    
    
    6096450507
    
    
    
    6096450507
    
    
    KAREN POLLOCK




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##### 



Schedule 6.2.6
Items to be Covered by Interim Process Agreement
 Interim
Process Agreement:   Provided is a list of concepts to be completed by the buyer and the seller in facilitation of a
thorough and complete transition of the previously defined customer base by the closing date.
 Order Management
 
    
    Sprint Access to customers accounts for remainder of statue of limitations related to
legal and regulatory policies for slamming and cramming, or other policies.
    
    Need to agree on how we shut down automatic file exchanges and when
    
    EarthLink Dial-Up accounts transitioned to EarthLink Direct Billing with cooperation of
EarthLink
 Collections:
 
    
    All Collections and Receivables < or > 90 days will transfer to Trinsic for
collection on Sprints behalf
    
    Voice connectivity and call routing changes will modified
    
    Data connectivity needs to be modified or shut down completely.
    
    Resp org changes for 800 numbers as needed
 Service and Repair
 
    
    Define a process for handling outstanding PUC escalations or complaints
    
    Determine how to handle existing open repair tickets  includes ILEC and Volt tickets
    
    Create customer facing message that agents can use regarding this transition
    
    Staffing model estimates for service and repair
    
    Resp Org changes for 800 numbers as needed
 Regulatory
 
    
    Detail out Federal and State Filing requirements
    
    Tariff new plans for Trinsic Local & State levels
 Customer Communications
 External Communications (customer facing):
 
    
    Develop timeframes for Customer Communications
    
    Coordinate content of customer communications (messages)
    
    Develop method of communication by state (i.e. Bill insert, Letter, etc..)
    
    Voicemail transition
 Internal Communications:
 
    
    Develop internal scripting for call centers and customer facing employees
    
    Coordinate IVR and Call Transfer strategies
 Portfolio Management
 
    
    Detail process to mirror current Sprint tariffs, rates, and product names




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##### 




    
    Develop timeline to transition Sprint customers to Trinsics OCN and LD PIC
    
    Resp orgs for customer 800#s (small biz)
    
    Detail out transition of Inside Wiring program
    
    Remove Sprint branding, names and trademark information from all customer and internal
facing elements: i.e. invoices, IVRs, online links, etc.
    
    Determine ability to transition Travel cards or need to reissue new cards from Trinsic
(Foncard)
    
    Migration plan for transition of accounts (phased approach or flash-cut)
 LEC
 
    
    Develop process to reconcile LEC bills post closing
    
    Convert Sprint OCNs to Trinsic OCNs
    
    Convert LD to Trinsic PICC for intra and interlata services (where applicable)
    
    Review impending needs regarding any changes to Carrier Access Billing
 Miscellaneous
 
    
    Coordinate access for Trinsic to Sprint TPV/ ELOA files
    
    Transition / Provide Access to Lifeline certification files
    
    Coordinate taxes pre and post closing
    
    Alpha Accounts to be notified of intent to remove alpha status prior to Close Date
 Volt
 
    
    Inside Wire Maintenance customer contracts
    
    Repair Tickets
 Reporting
 
    
    Monthly churn reporting to be established to define the account level churn from
Trinsic data
    
    One time data pull of all consumer and small business lines with associated partner
identification on January 31, 2006 at midnight.
 Online
 
    
    Define web strategic approach incorporating:
 °
    
    Redirect online visits to
Trinsic web portal°
    
    Set-up static redirect pages°
    
    Remove Sprint domain names°
    
    Re-brand the C  around the current Sprint Pages°
    
    Review and remove any Sprint
specific links and language from pages°
    
    Determine customer access strategy with user
names and passwords°
    
    Online account payment services [Speedpay] redirected to Trinsic
lock-boxes




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##### 



TABLE OF CONTENTS
 PageARTICLE 1
    
    PURCHASE AND SALE OF ASSETS
    
    
    11.1.
    
    Purchase and Sale of Transferred Assets
    
    
    11.2.
    
    Assumption of Obligations by Buyer
    
    
    11.3.
    
    Purchase Price
    
    
    21.4.
    
    Prorations
    
    
    31.5.
    
    Allocation of the Purchase Price for Tax Purposes
    
    
    31.6.
    
    Transfer Taxes
    
    
    4ARTICLE 2
    
    ACCESS
    
    
    42.1.
    
    Access to Books and Records
    
    
    42.2.
    
    Access to Customer Data
    
    
    4ARTICLE 3
    
    CLOSING
    
    
    43.1.
    
    Closing
    
    
    43.2.
    
    Deliveries by Sellers to Buyer
    
    
    43.3.
    
    Deliveries by Buyer to Sellers
    
    
    53.4.
    
    Further Assurances
    
    
    53.5.
    
    Partial Closing
    
    
    5ARTICLE 4
    
    CONDITIONS
    
    
    64.1.
    
    Conditions to Buyers Obligations
    
    
    64.2.
    
    Conditions to Sellers Obligations
    
    
    6ARTICLE 5
    
    REPRESENTATIONS AND WARRANTIES
    
    
    75.1.
    
    Buyers Representations and Warranties
    
    
    75.2.
    
    Sellers Representations and Warranties
    
    
    8ARTICLE 6
    
    COVENANTS
    
    
    106.1.
    
    Covenants of Sellers
    
    
    106.2.
    
    Mutual Covenants
    
    
    12ARTICLE 7
    
    TERMINATION
    
    
    137.1.
    
    Termination By Buyer
    
    
    137.2.
    
    Termination By Seller
    
    
    137.3.
    
    Termination By Buyer or Sellers
    
    
    137.4.
    
    Effect of Termination
    
    
    14
 -i-




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TABLE OF CONTENTS
 PageARTICLE 8
    
    ADDITIONAL MATTERS
    
    
    148.1.
    
    Pre-Closing
    
    
    148.2.
    
    New Customer Service Orders and Service Change Orders
    
    
    158.3.
    
    Access to Books and Records
    
    
    158.4.
    
    Bulk Sales Laws
    
    
    15ARTICLE 9
    
    INDEMNIFICATION
    
    
    169.1.
    
    Survival
    
    
    169.2.
    
    Indemnification and Payment of Damages by Sellers
    
    
    169.3.
    
    Indemnification and Payment of Damages by Buyer
    
    
    169.4.
    
    Procedure for Indemnification  Third Party Claims
    
    
    169.5.
    
    Procedure for Indemnification
 Other Claim
    
    
    179.6.
    
    Limitations on Sellers Indemnification of Purchaser
    
    
    179.7.
    
    Limitations on Buyers Indemnification of Sellers
    
    
    17ARTICLE 10
    
    WAIVER OF TRIAL BY JURY
    
    
    1810.1.
    
    Waiver of Trial by Jury
    
    
    18ARTICLE 11
    
    CERTAIN DEFINITIONS
    
    
    1811.1.
    
    Defined Terms
    
    
    1811.2.
    
    Interpretation
    
    
    22ARTICLE 12
    
    GENERAL
    
    
    2212.1.
    
    Time of the Essence
    
    
    2212.2.
    
    Notices
    
    
    2312.3.
    
    Waivers
    
    
    2312.4.
    
    Payment of Expenses
    
    
    2412.5.
    
    Headings
    
    
    2412.6.
    
    Counterparts; Facsimile
    
    
    2412.7.
    
    Successors and Assigns
    
    
    2412.8.
    
    Assignment
    
    
    2412.9.
    
    Additional Instruments and Assistance
    
    
    2412.10.
    
    Governing Law
    
    
    2412.11.
    
    Severability
    
    
    24
 -ii-




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TABLE OF CONTENTS
 Page12.12.
    
    Amendments
    
    
    2412.13.
    
    No Construction Against the Drafting Party
    
    
    2512.14.
    
    Entire Agreement; No Third Party Beneficiaries
    
    
    25
 iii